UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-20402
WILSON BANK HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Tennessee | 62-1497076 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
623 West Main Street | ||
Lebanon, Tennessee | 37087 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code:
(615) 444-2265
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $2.00 par value per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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 registrants 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. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
The aggregate market value of the voting stock held by non-affiliates of the registrant on June 30, 2014, the last business day of the registrants most recently completed second fiscal quarter, was approximately $352,282,942. For purposes of this calculation, affiliates are considered to be the directors and executive officers of the registrant. The market value calculation was determined using $46.75 per share.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
Shares of common stock, $2.00 par value per share, outstanding on March 13, 2015 were 7,609,435.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K |
Documents from which portions are incorporated by reference | |
Part II | Portions of the Registrants Annual Report to Shareholders for the fiscal year ended December 31, 2014 are incorporated by reference into Items 1, 5, 6, 7, 7A and 8. | |
Part III | Portions of the Registrants Proxy Statement relating to the Registrants Annual Meeting of Shareholders to be held on April 13, 2015 are incorporated by reference into Items 10, 11, 12, 13 and 14. |
PART I
Item 1. Business.
General
Wilson Bank Holding Company (the Company) was incorporated on March 17, 1992 under the laws of the State of Tennessee. The purpose of the Company was to acquire all of the issued and outstanding capital stock of Wilson Bank and Trust (the Bank) and act as a one-bank holding company. On November 17, 1992, the Company acquired 100% of the capital stock of the Bank pursuant to the terms of an agreement and plan of share exchange.
All of the Companys banking business is conducted through the Bank, a state chartered bank organized under the laws of the State of Tennessee. The Bank, on December 31, 2014, had eleven full service banking offices located in Wilson County, Tennessee, one full service banking facility in Trousdale County, Tennessee, three full service banking offices in eastern Davidson County, Tennessee, four full service banking offices located in Rutherford County, Tennessee, two full service banking offices in DeKalb County, Tennessee, two full service banking offices in Smith County, Tennessee, two full service banking office in Sumner County, Tennessee and one full service banking office in Putnam County, Tennessee.
Prior to March 31, 2005, the Company owned a 50% interest in DeKalb Community Bank and Community Bank of Smith County. On March 31, 2005, the Company acquired the minority interest in the subsidiaries when the two subsidiaries were merged into the Bank with the shareholders of these subsidiaries, other than the Company, receiving shares of the Companys common stock in exchange for their shares of common stock in the subsidiaries. Prior to March 31, 2005, these two 50% owned subsidiaries were included in the consolidated financial statements.
The Companys principal executive office is located at 623 West Main Street, Lebanon, Tennessee, which is also the principal location of the Bank. The Banks branch offices are located at 1444 Baddour Parkway, Lebanon, Tennessee; 200 Tennessee Boulevard, Lebanon, Tennessee; 402 Public Square, Watertown, Tennessee; 8875 Stewarts Ferry Pike, Gladeville, Tennessee; 1476 North Mt. Juliet Road, Mt. Juliet, Tennessee; 11835 Highway 70, Mt. Juliet, Tennessee; 127 McMurry Boulevard, Hartsville, Tennessee; 1130 Castle Heights Avenue North, Lebanon, Tennessee; the Wal-Mart Super Center, Lebanon, Tennessee; 440 Highway 109 North, Lebanon, Tennessee; 1436 West Main Street, Lebanon, Tennessee; 709 South Mt. Juliet Road, Mt. Juliet, Tennessee 37122; 4736 Andrew Jackson Parkway in Hermitage, Tennessee; 4347 Lebanon Road, Hermitage, Tennessee; 217 Donelson Pike, Nashville, Tennessee; 802 NW Broad St, Murfreesboro, Tennessee; 3110 Memorial Blvd, Murfreesboro, Tennessee; 210 Commerce Drive, Smyrna, Tennessee; 2640 South Church Street, Murfreesboro, Tennessee; 576 West Broad Street, Smithville, Tennessee; 306 Brush Creek Road, Alexandria, Tennessee; 1300 Main Street North, Carthage, Tennessee; 7 New Middleton Highway, Gordonsville, Tennessee; 455 West Main Street, Gallatin, Tennessee; 175 East Main Street, Hendersonville, Tennessee and 701 E Spring Street, Cookeville, Tennessee. Management believes that Wilson County, Trousdale County, Davidson County, Rutherford County, DeKalb County, Smith County, Sumner County, and Putnam County offer an environment for continued banking growth in the Companys target market, which consists of local consumers, professionals and small businesses. The Bank offers a wide range of banking services, including checking, savings, and money market deposit accounts, certificates of deposit and loans for consumer, commercial and real estate purposes. The Bank also offers custodial, trust and discount brokerage services to its customers. The Bank does not have a concentration of deposits obtained from a single person or entity or a small group of persons or entities, the loss of which would have a material adverse effect on the business of the Bank.
The Bank was organized in 1987 to provide Wilson County with a locally-owned, locally-managed commercial bank. Since its opening, the Bank has experienced a steady growth in deposits and loans as a result of providing personal, service-oriented banking services to its targeted market. For the year ended December 31, 2014, the Company reported net earnings of approximately $20.78 million and at December 31, 2014 if had total assets of approximately $1.87 billion.
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Financial and Statistical Information
The Companys audited consolidated financial statements, selected financial data and Managements Discussion and Analysis of Financial Condition and Results of Operations contained in the Companys Annual Report to Shareholders for the year ended December 31, 2014 filed as Exhibit 13.1 to this Form 10-K (the 2014 Annual Report), are incorporated herein by reference.
Regulation and Supervision
Both the Company and the Bank are subject to extensive state and federal banking laws and regulations that impose restrictions on and provide for general regulatory oversight of the Companys and the Banks operations. These laws and regulations are generally intended to protect depositors and borrowers, and may not necessarily protect shareholders.
In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) was signed into law. The Dodd-Frank Act implements far-reaching reforms of major elements of the financial landscape, particularly for larger financial institutions. Many of its most far-reaching provisions do not directly apply to community-based institutions like the Company or the Bank. For instance, provisions that regulate derivative transactions and limit derivatives trading activity of federally-insured institutions, enhance supervision of systemically significant institutions, impose new regulatory authority over hedge funds, limit proprietary trading by banks, and phase-out the eligibility of trust preferred securities for Tier 1 capital are among the provisions that do not directly impact the Company either because of exemptions for institutions below a certain asset size or because of the nature of the Companys operations. Those provisions that have been adopted or are expected to be adopted that have impacted and, in some cases, will continue to impact the Company include the following:
| Changing the assessment base for federal deposit insurance from the amount of insured deposits to consolidated assets less tangible capital, eliminating the ceiling and increasing the size of the floor of the Deposit Insurance Fund, and offsetting the impact of the increase in the minimum floor on institutions with less than $10 billion in assets. |
| Making permanent the $250,000 limit for federal deposit insurance, increasing the cash limit of Securities Investor Protection Corporation protection to $250,000 and providing unlimited federal deposit insurance until December 31, 2012 for non-interest-bearing demand transaction accounts at all insured depository institutions. |
| Repealing the federal prohibition on payment of interest on demand deposits, thereby permitting depositing institutions to pay interest on business transaction and other accounts. |
| Centralizing responsibility for consumer financial protection by creating a new agency, the Consumer Financial Protection Bureau, responsible for implementing federal consumer protection laws, although banks below $10 billion in assets will continue to be examined and supervised for compliance with these laws by their federal banking regulator. |
| Restricting the preemption of state law by federal law and disallowing national bank subsidiaries from availing themselves of such preemption. |
| Limiting the debit interchange fees that certain financial institutions are permitted to charge. |
| Imposing new requirements for mortgage lending, including new minimum underwriting standards, prohibitions on certain yield-spread compensation to mortgage originators, special consumer protections for mortgage loans that do not meet certain provision qualifications, prohibitions and limitations on certain mortgage terms and various new mandated disclosures to mortgage borrowers. |
| Applying the same leverage and risk based capital requirements that apply to insured depository institutions to their holding companies. |
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| Permitting national and state banks to establish de novo interstate branches at any location where a bank based in that state could establish a branch, and requiring that bank holding companies and banks be well-capitalized and well managed in order to acquire banks located outside their home state. |
| Imposing new limits on affiliated transactions and causing derivative transactions to be subject to lending limits. |
| Implementing certain corporate governance revisions that apply to all public companies. |
Many aspects of the Dodd-Frank Act, including some described above, are not yet effective and remain subject to rulemaking and will take effect over several years, and their impact on the Company or the financial industry is difficult to predict before such regulations are adopted.
The Company is a bank holding company within the meaning of the Bank Holding Company Act of 1956 (the BHC Act) and is registered with the Board of Governors of the Federal Reserve System (the FRB). The Company is required to file annual reports and other information regarding its business operations and those of its subsidiary with, and is subject to examination by, the FRB. The Bank is chartered under the laws of the State of Tennessee and is subject to the supervision of, and is regularly examined by, the Tennessee Department of Financial Institutions (the TDFI). The Bank is also regularly examined by the Federal Deposit Insurance Corporation (FDIC), the government entity that insures the Banks deposits subject to applicable limitations.
Under the BHC Act, a bank holding company may not directly or indirectly acquire ownership or control of more than five percent of the voting shares or substantially all of the assets of any company, including a bank, without the prior approval of the FRB. In addition, bank holding companies are generally prohibited under the BHC Act from engaging in non-banking activities, subject to certain exceptions and the modernization of the financial services industry in connection with the passing of the Gramm-Leach-Bliley Act of 1999 (the GLB Act). Under the BHC Act, the FRB is authorized to approve the ownership by a bank holding company of shares of any company whose activities have been determined by the FRB to be so closely related to banking or to managing or controlling banks as to be a proper incident thereto.
Subject to various exceptions, the BHC Act and the Federal Change in Bank Control Act, together with related regulations, require FRB approval prior to any person or company acquiring control of a bank holding company. Control is conclusively presumed to exist if an individual or company acquires 25% or more of any class of voting securities of the bank holding company. Control is refutably presumed to exist if a person or company acquires 10% or more, but less than 25%, of any class of voting securities and either:
| The bank holding company has registered securities under Section 12 of the Securities Exchange Act of 1934; or |
| No other person owns a greater percentage of that class of voting securities immediately after the transaction. |
The Companys common stock is registered under Section 12 of the Securities Exchange Act of 1934. The regulations provide a procedure for challenge of the rebuttable control presumption.
Under the GLB Act, a financial holding company may engage in activities the FRB determines to be financial in nature or incidental to such financial activity or complementary to a financial activity and not a substantial risk to the safety and soundness of such depository institutions or the financial system. Generally, such companies may engage in a wide range of securities activities and insurance underwriting and agency activities. The Company has not made application to the FRB to become a financial holding company.
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Under the BHC Act, a bank holding company, which has not qualified or elected to become a financial holding company, is generally prohibited from engaging in or acquiring direct or indirect control of more than 5% of the voting shares of any company engaged in nonbanking activities unless, prior to the enactment of the Gramm-Leach-Bliley Act, the FRB found those activities to be so closely related to banking as to be a proper incident to the business of banking. Activities that the FRB has found to be so closely related to banking as to be a proper incident to the business of banking include:
| Factoring accounts receivable; |
| Acquiring or servicing loans; |
| Leasing personal property; |
| Conducting discount securities brokerage activities; |
| Performing selected data processing services; |
| Acting as agent or broker in selling credit life insurance and other types of insurance in connection with credit transactions; and |
| Underwriting certain insurance risks of the holding company and its subsidiaries. |
Despite prior approval, the FRB may order a bank holding company or its subsidiaries to terminate any of these activities or to terminate its ownership or control of any subsidiary when it has reasonable cause to believe that the bank holding companys continued ownership, activity or control constitutes a serious risk to the financial safety, soundness, or stability of any of its bank subsidiaries.
Under the Tennessee Bank Structure Act, a bank holding company which controls 30% or more of the total deposits (excluding certain deposits) in all federally insured financial institutions in Tennessee is prohibited from acquiring any bank in Tennessee. With prior regulatory approval, Tennessee law permits banks based in the state to either establish new or acquire existing branch offices throughout Tennessee. As a result of the Dodd-Frank Act, the Bank and other state-chartered or national banks generally may establish new branches in another state to the same extent as banks chartered in the other state may establish new branches in that state.
The Company and the Bank are subject to certain restrictions imposed by the Federal Reserve Act and the Federal Deposit Insurance Act, respectively, on any extensions of credit to the bank holding company or its subsidiary bank, on investments in the stock or other securities of the bank holding company or its subsidiary bank, and on taking such stock or other securities as collateral for loans of any borrower. The Bank takes Company common stock as collateral for borrowings subject to the aforementioned restrictions.
Both the Company and the Bank are subject to the provisions of Section 23A of the Federal Reserve Act. Section 23A places limits on the amount of:
| A banks loans or extensions of credit, including purchases of assets subject to an agreement to repurchase, to affiliates; |
| A banks investment in affiliates; |
| Assets a bank may purchase from affiliates, except for real and personal property exempted by the Federal Reserve; |
| The amount of loans or extensions of credit to third parties collateralized by the securities or obligations of affiliates; |
| Transactions involving the borrowing or lending of securities and any derivative transaction that results in credit exposure to an affiliate; and |
| A banks guarantee, acceptance or letter of credit issued on behalf of an affiliate. |
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The total amount of the above transactions is limited in amount, as to any one affiliate, to 10% of a banks capital and surplus and, as to all affiliates combined, to 20% of a banks capital and surplus. In addition to the limitation on the amount of these transactions, each of the above transactions must also meet specified collateral requirements. The Bank must also comply with other provisions designed to avoid the taking of low-quality assets.
The Company and the Bank are also subject to the provisions of Section 23B of the Federal Reserve Act which, among other things, prohibits an institution from engaging in the above transactions with affiliates unless the transactions are on terms substantially the same, or at least as favorable to the institution or its subsidiaries, as those prevailing at the time for comparable transactions with nonaffiliated companies.
The Bank is also subject to restrictions on extensions of credit to its executive officers, directors, principal stockholders and their related interests. These extensions of credit (1) must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties, and (2) must not involve more than the normal risk of repayment or present other unfavorable features.
The FRB has the power to prohibit dividends by bank holding companies if their actions constitute unsafe or unsound practices. The FRB has issued a policy statement expressing its view that a bank holding company should pay cash dividends only to the extent that the companys net income for the past year is sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the companys capital needs, asset quality, and overall financial condition.
The Company is a legal entity separate and distinct from the Bank. Over time, the principal source of the Companys cash flow, including cash flow to pay dividends to the Companys common stock shareholders, will be dividends that the Bank pays to the Company as its sole shareholder. Under Tennessee law, the Company is not permitted to pay dividends if, after giving effect to such payment, the Company would not be able to pay its debts as they become due in the normal course of business or the Companys total assets would be less than the sum of its total liabilities plus any amounts needed to satisfy any preferential rights if the Company were dissolving. In addition, in deciding whether or not to declare a dividend of any particular size, the Companys board of directors must consider the Companys current and prospective capital, liquidity, and other needs.
Statutory and regulatory limitations also apply to the Banks payment of dividends to the Company. Under Tennessee law, the Bank in any one calendar year can only pay dividends to the Company in an amount equal to or less than the total amount of its net income for that calendar year combined with retained net income for the preceding two years. Payment of dividends in excess of this amount requires the consent of the Commissioner of the TDFI.
The payment of dividends by the Bank and the Company may also be affected by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. The federal banking agencies have indicated that paying dividends that deplete a depository institutions capital base to an inadequate level would be an unsafe and unsound banking practice. Under the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA), a depository institution may not pay any dividend if payment would cause it to become undercapitalized or if it already is undercapitalized. Moreover, the federal agencies have issued policy statements that provide that bank holding companies and insured banks should generally only pay dividends out of current operating earnings.
Under the Dodd-Frank Act, and previously under FRB policy, the Company is required to act as a source of financial strength for the Bank and to commit resources to support the Bank. This support can be required at times when it would not be in the best interest of the Companys shareholders or creditors to provide it. Further, if the Banks capital levels were to fall below certain minimum regulatory guidelines, the Bank would need to develop a capital plan to increase its capital levels and the Company would be required to guarantee the Banks compliance with the capital plan in order for such plan to be accepted by the federal regulatory agency. In the event of bankruptcy, any commitment by the Company to a federal regulatory agency to maintain the capital of the Bank would be assumed by the bankruptcy trustee and entitled to a priority of payment.
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Both the Company and the Bank are required to comply with the capital adequacy standards established by the FRB, in the Companys case, and the FDIC, in the case of the Bank. The FRB has established a risk-based and a leverage measure of capital adequacy for bank holding companies, like the Company. The Bank is also subject to risk-based and leverage capital requirements adopted by the FDIC, which are substantially similar to those adopted by the FRB for bank holding companies. In addition, the FDIC and TDFI may require state banks that are not members of the FRB, like the Bank, to maintain capital at levels higher than those required by general regulatory requirements.
The risk-based capital standards are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies, to account for off-balance-sheet exposure, and to minimize disincentives for holding liquid assets. Assets and off-balance-sheet items, such as letters of credit and unfunded loan commitments, are assigned to broad risk categories, each with appropriate risk weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance-sheet items.
The Companys and the Banks principal regulators have established minimum risk-based capital requirements and leverage capital requirements for the Company and the Bank. These guidelines in effect prior to January 1, 2015 classified capital into two categories of Tier 1 and Total risk-based capital. Total risk-based capital consisted of Tier 1 (or core) capital (generally consisting of common stock, minority interests in the equity accounts of consolidated subsidiaries, noncumulative perpetual preferred stock, and a limited amount of cumulative perpetual preferred stock, less goodwill and other specified intangible assets) and Tier 2 capital (generally consisting of qualifying long-term debt, of which the Bank has none, and a part of the allowance for possible loan losses). The total amount of Tier 2 capital was limited to 100% of Tier 1 capital. In determining risk-based capital requirements, assets were assigned risk-weights of 0% to 100%, depending on regulatory assigned levels of credit risk associated with such assets. Under the FRBs regulations in effect prior to January 1, 2015, for a bank holding company, like the Company, to be considered well-capitalized it was required to maintain a Total risk-based capital ratio of at least 10%, a Tier 1 risk-based capital ratio of at least 6% and not be subject to a written agreement, order or directive to maintain a specific capital level. In addition, the FRB had established minimum leverage ratio guidelines for bank holding companies. These guidelines provided that a minimum ratio of Tier 1 capital to average assets, less goodwill and other specified intangible assets, of at least 4% should be maintained by most bank holding companies. The guidelines also provided that bank holding companies experiencing high internal growth or making acquisitions would be expected to maintain strong capital positions substantially above the minimum supervisory levels. Furthermore, the FRB has indicated that it will consider a bank holding companys Tier 1 capital leverage ratio, after deducting all intangibles, and other indicators of capital strength in evaluating proposals for expansion or new activities.
Under FDIC regulations in effect prior to January 1, 2015, a state nonmember bank was well capitalized if it had a leverage capital ratio of 5% or better, a Tier 1 risk-based capital ratio of 6% or better, a total risk-based capital ratio of 10% or better, and was not subject to a regulatory agreement, order or directive to maintain a specific level for any capital measure. A state nonmember bank was considered adequately capitalized prior to January 1, 2015 if it had a leverage ratio of at least 4%, a Tier 1 risk-based capital ratio of at least 4%, a total risk-based capital ratio of at least 8% and did not meet the definition of a well-capitalized bank. Lower levels of capital result in a bank being considered undercapitalized, significantly undercapitalized and critically undercapitalized.
State nonmember banks are required to be well-capitalized in order to take advantage of expedited procedures on certain applications, such as branches and mergers, and to accept and renew brokered deposits without further regulatory approval.
In late 2010, the Basel Committee on Banking Supervision issued Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems (Basel III), a new capital framework for banks and bank holding companies. Basel III imposes a stricter definition of capital, with more focus on common equity for those banks to which it is applicable. In July 2013, the federal bank regulatory authorities, including the FRB and the FDIC, approved final rules that revised their risk-based and leverage capital requirements and their method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel III Committee on Banking Supervision in Basel III and certain provisions of the Dodd-Frank Act. The final rules, which
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became effective as to the Company and the Bank on January 1, 2015, apply to all depository institutions, top-tier bank holding companies with total consolidated assets of $500 million (or, if currently proposed regulatory changes are approved $1 billion) or more, and top-tier savings and loan holding companies (banking organizations). Under the rules, the leverage and risk-based capital ratios of bank holding companies may not be lower than the leverage and risk-based capital ratios for insured depository institutions. The rules, among other things, include new minimum risk-based capital and leverage ratios. Moreover, these rules refine the definition of what constitutes capital for purposes of calculating those ratios. The new minimum capital level requirements applicable to bank holding companies and banks subject to the rules are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 risk-based capital ratio of 6% (increased from 4%); (iii) a total risk-based capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4% for all institutions. The rules also establish a capital conservation buffer of 2.5% (to be phased in over three years) above the new regulatory minimum capital ratios, and result in the following minimum ratios once the capital conservation buffer is fully phased in: (i) a common equity Tier 1 risk-based capital ratio of 7.0%, (ii) a Tier 1 risk-based capital ratio of 8.5%, and (iii) a total risk-based capital ratio of 10.5%. The capital conservation buffer requirement is to be phased in beginning in January 2016 at 0.625% of risk-weighted assets and is scheduled to increase each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital levels fall below the buffer amounts. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.
Under the new rules implementing Basel III, Tier 1 capital generally consists of common stock (plus related surplus) and retained earnings, limited amounts of minority interest in the form of additional Tier 1 capital instruments, and non-cumulative preferred stock and related surplus, subject to certain eligibility standards, less goodwill and other specified intangible assets and other regulatory deductions. Cumulative preferred stock and trust preferred securities issued after May 19, 2010, will no longer qualify as Tier 1 capital, but such securities issued prior to May 19, 2010, including in the case of bank holding companies with less than $15.0 billion in total assets, trust preferred securities issued prior to that date, will continue to count as Tier 1 capital subject to certain limitations. The definition of Tier 2 capital is generally unchanged for most banking organizations, subject to certain new eligibility criteria.
Common equity Tier 1 capital generally consists of common stock (plus related surplus) and retained earnings plus limited amounts of minority interest in the form of common stock, less goodwill and other specified intangible assets and other regulatory deductions.
The final rules allow banks and their holding companies with less than $250 billion in assets a one-time opportunity to opt-out of a requirement to include unrealized gains and losses in accumulated other comprehensive income in their capital calculation. The Company and the Bank expect that each will opt out of this requirement.
The FRB has adopted regulations applicable to bank holding companies with assets over $50 billion that require such holding companies to develop and submit to the FRB annually capital plans demonstrating the companys ability to meet, under various stressed economic conditions and over a nine-quarter planning horizon, the above-described minimum leverage capital, Tier 1 risk-based capital and Total risk-based capital requirements, as well as a minimum Tier 1 common capital ratio (Tier 1 risk-based capital less preferred stock and trust preferred securities) of at least 5%. While these regulations are not applicable to the Company, the Companys federal regulator may seek to impose similar stress testing on the Company through its examination authority.
Failure to meet statutorily mandated capital guidelines or more restrictive ratios separately established for a financial institution could subject a bank or bank holding company to a variety of enforcement remedies, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on accepting or renewing brokered deposits, limitations on the rates of interest that the institution may pay on its deposits and other restrictions on its business. As described above, significant additional restrictions can be imposed on FDIC-insured depository institutions that fail to meet applicable capital requirements.
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Additionally, the FDICIA establishes a system of prompt corrective action to resolve the problems of undercapitalized financial institutions. Under this system, the federal banking regulators have established five capital categories (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized) into one of which all institutions are categorized. Federal banking regulators are required to take various mandatory supervisory actions and are authorized to take other discretionary actions with respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. Generally, subject to a narrow exception, the banking regulator must appoint a receiver or conservator for an institution that is critically undercapitalized. The federal banking agencies have specified by regulation the relevant capital level for each category. Effective as of January 1, 2015, the relevant maximum compete ratios associated with each of these categories is as set forth on the following table:
Common Equity Tier 1 Risk-based Capital ratio |
Total Risk- based Capital ratio |
Tier 1 Risk- based Capital ratio |
Tier 1 Leverage ratio |
|||||||||||||
Well capitalized |
6.5 | % | 10 | % | 8 | % | 5 | % | ||||||||
Adequately capitalized |
4.5 | % | 8 | % | 6 | % | 4 | % | ||||||||
Undercapitalized |
< 4.5 | % | < 8 | % | < 6 | % | < 4 | % | ||||||||
Significantly undercapitalized |
< 3 | % | < 6 | % | < 4 | % | < 3 | % | ||||||||
Critically undercapitalized |
Tangible Equity/Total Assets £ 2% |
The FDIC has adopted a risk-based assessment system for insured depository institutions that takes into account the risks attributable to different categories and concentrations of assets and liabilities. Under the Dodd-Frank Act, the FDIC has adopted regulations that base deposit insurance assessments on total assets less capital rather than deposit liabilities and include off-balance sheet liabilities of institutions and their affiliates in risk-based assessments.
The Dodd-Frank Act increased the basic limit on federal deposit insurance coverage to $250,000 per depositor. In addition, non-interest bearing deposit transaction accounts had unlimited FDIC insurance coverage until December 31, 2012. The Dodd-Frank Act also repealed the prohibition on paying interest on demand transaction accounts, but did not extend unlimited insurance protection for these accounts.
The FDIC may terminate its insurance of deposits if it finds that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.
The Financial Reform, Recovery and Enforcement Act of 1989 provides that a holding companys controlled insured depository institutions are liable for any loss incurred by the FDIC in connection with the default of, or any FDIC-assisted transaction involving, an affiliated insured bank or savings association.
The maximum permissible rates of interest on most commercial and consumer loans made by the Bank are governed by Tennessees general usury law and the Tennessee Industrial Loan and Thrift Companies Act (Industrial Loan Act). Certain other usury laws affect limited classes of loans, but the Company believes that the laws referenced above are the most significant. Tennessees general usury law authorizes a floating rate of 4% per annum over the average prime or base commercial loan rate, as published by the FRB from time to time, subject to an absolute 24% per annum limit. The Industrial Loan Act, which is generally applicable to most of the loans made by the Bank in Tennessee, authorizes an interest rate of up to 24% per annum and also allows certain loan charges, generally on a more liberal basis than does the general usury law.
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The President of the United States signed the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the Patriot Act), into law on October 26, 2001. The Patriot Act established a wide variety of new and enhanced ways of combating international terrorism. The provisions that affect banks (and other financial institutions) most directly are contained in Title III of the act. In general, Title III amended existing lawprimarily the Bank Secrecy Actto provide the Secretary of the U.S. Department of the Treasury (the Treasury) and other departments and agencies of the federal government with enhanced authority to identify, deter, and punish international money laundering and other crimes.
Among other things, the Patriot Act prohibits financial institutions from doing business with foreign shell banks and requires increased due diligence for private banking transactions and correspondent accounts for foreign banks. In addition, financial institutions will have to follow new minimum verification of identity standards for all new accounts and will be permitted to share information with law enforcement authorities under circumstances that were not previously permitted. These and other provisions of the Patriot Act became effective at varying times, and the Treasury and various federal banking agencies are responsible for issuing regulations to implement the law.
The banking industry is generally subject to extensive regulatory oversight. The Company, as a publicly held bank holding company, and the Bank, as a state-chartered bank with deposits insured by the FDIC, are subject to a number of laws and regulations. Many of these laws and regulations have undergone significant change in recent years. In July 2010, the U.S. Congress passed the Dodd-Frank Act, which includes significant consumer protection provisions related to, among other things, residential mortgage loans that have increased, and are likely to further increase, our regulatory compliance costs. With the enactment of the Dodd-Frank Act and the significant amount of regulations that are to come from the passage of that legislation, the nature and extent of the future legislative and regulatory changes affecting financial institutions and the resulting impact on those institutions is very unpredictable at this time. The Dodd-Frank Act, in particular, required that a significant number of new regulations be adopted by various financial regulatory agencies, many of which have been implemented but some of which remain to be implemented.
Competition
The banking industry is highly competitive. The Company, through its subsidiary bank, competes with national and state banks for deposits, loans, and trust and other services.
The Bank competes with much larger commercial banks in Wilson County, the Banks primary market area, including four banks in Wilson County owned by regional multi-bank holding companies headquartered outside of Tennessee, four banks owned by Tennessee multi-bank holding companies and two banks owned by Tennessee single bank holding companies. These institutions enjoy existing depositor relationships and, in some cases, greater financial resources than the Company and can be expected to offer a wider range of banking services. In addition, the Bank competes with three credit unions and three locally-owned banks located in Wilson County.
The Bank competes with much larger commercial banks in DeKalb County, including one bank owned by a Tennessee multi-bank holding company and one regional multi-bank holding company headquartered outside Tennessee. In addition, the Bank competes with one locally-owned bank in DeKalb County. While these institutions enjoy existing depositor relationships and, in some cases, greater financial resources than the Bank and can be expected to offer a wider range of banking services, the Company believes that the Bank can expect to attract customers since most loan and management decisions will be made at the local level.
The Bank competes with one regional multi-bank holding company headquartered outside Tennessee and two commercial banks which are small community banking organizations in Smith County. These institutions enjoy existing depositor relationships; however, the Company believes that the Bank can be expected to offer a wider range of banking services through its financial resources as well as broader range of product offerings.
The Bank competes with over fifteen banks, some of them much larger than the Bank, in Rutherford County. These competitors include several regional multi-bank holding companies and two large Tennessee single bank holding companies. While these larger institutions enjoy existing depositor relationships and greater financial resources than the Bank and can be expected to offer a wider range of banking services, the Company believes that the Bank can expect to attract customers since most loan and management decisions will be made at the local level. The Bank also competes with three local banks and four credit unions in Rutherford County.
11
The Bank competes with one commercial bank in Trousdale County, which is a small community banking organization. This institution enjoys existing depositor relationships; however, the Company believes that the Bank can be expected to offer a wider range of banking services through its financial resources as well as a broader range of product offerings.
The Bank competes with over twenty banks, some of them much larger than the Bank, in Sumner County. These competitors include several regional multi-bank holding companies. While these larger institutions enjoy existing depositor relationships and greater financial resources than the Bank and can be expected to offer a wider range of banking services, the Company believes that the Bank can expect to attract customers since most loan and management decisions will be made at the local level. The Bank also competes with three locally-owned banks and three credit unions located in Sumner County.
The Bank competes with over twenty banks, some of them much larger than the Bank, in Davidson County, including several regional multi-bank holding companies. While these larger institutions enjoy existing depositor relationships and greater financial resources than the Bank and can be expected to offer a wider range of banking services, the Company believes that the Bank can expect to attract customers since most loan and management decisions will be made at the local level.
The Bank also competes with much larger commercial banks in Putnam county, including two banks in Putnam County owned by regional multi-bank holding companies headquartered outside of Tennessee, six banks owned by Tennessee multi-bank holding companies and one bank owned by Tennessee single bank holding companies. These institutions enjoy existing depositor relationships and, in some cases, greater financial resources than the Company and can be expected to offer a wider range of banking services. In addition, the Bank competes with five credit unions and four locally-owned banks located in Putnam County.
Given the competitive market place, the Company makes no predictions as to how its relative position will change in the future.
Monetary Policies
The results of operations of the Bank and the Company are affected by the policies of the regulatory authorities, particularly the FRB. An important function of the FRB is to regulate the national supply of bank credit in order to combat recession and curb inflation. Among the instruments used to attain these objectives are open market operations in U.S. government securities, changes in the discount rate on bank borrowings and changes in reserve requirements relating to member bank deposits. These instruments are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use may also affect interest rates charged on loans and paid for deposits. Policies of the regulatory agencies have had a significant effect on the operating results of commercial banks in the past and are expected to do so in the future. The effect of such policies upon the future business and results of operations of the Company and the Bank cannot be predicted with accuracy.
Employment
As of March 13, 2015, the Company and its subsidiary collectively employed 406 full-time equivalent employees.
12
Available Information
The Companys Internet website is http://www.wilsonbank.com. Please note that our website address is provided as an inactive textual reference only. The Company makes available free of charge on its website the Companys annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after it electronically files or furnishes such materials to the Securities and Exchange Commission (the SEC). The information provided on our website is not part of this report, and is therefore not incorporated by reference herein unless such information is otherwise specifically referenced elsewhere in this report.
Statistical Information Required by Guide 3
The statistical information required to be displayed under Item 1 pursuant to Guide 3, Statistical Disclosure by Bank Holding Companies, of the Exchange Act Industry Guides is incorporated herein by reference to the Consolidated Financial Statements and the notes thereto and the Managements Discussion and Analysis sections in the Companys 2014 Annual Report. Certain information not contained in the Companys 2014 Annual Report, but required by Guide 3, is contained in the tables immediately following:
[REMINDER OF PAGE INTENTIONALLY LEFT BLANK]
13
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
I. | Distribution of Assets, Liabilities and Stockholders Equity; |
Interest Rates and Interest Differential |
The schedule which follows indicates the average balances for each major balance sheet item, an analysis of net interest income and net interest expense and the change in interest income and interest expense attributable to changes in volume and changes in rates.
The difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities is net interest income, which is the Companys gross margin. Analysis of net interest income is more meaningful when income from tax-exempt earning assets is adjusted to a tax equivalent basis. Accordingly, the following schedule includes a tax equivalent adjustment of tax-exempt earning assets, assuming a weighted average Federal income tax rate of 34%.
In this schedule, change due to volume is the change in volume multiplied by the interest rate for the prior year. Change due to rate is the change in interest rate multiplied by the volume for the prior year. Changes in interest income and expense not due solely to volume or rate changes have been allocated to the change due to volume and change due to rate in proportion to the relationship of the absolute dollar amounts of the change in each category.
Non-accrual loans have been included in the loan category. Loan fees of $4,338,000, $3,802,000 and $3,185,000 for 2014, 2013 and 2012, respectively, are included in loan income and represent an adjustment of the yield on these loans.
14
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
Dollars In Thousands | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2014/2013 Change | ||||||||||||||||||||||||||||||||||
Average | Interest | Income/ | Average | Interest | Income/ | Due to | Due to | |||||||||||||||||||||||||||||
Balance | Rate | Expense | Balance | Rate | Expense | Volume | Rate | Total | ||||||||||||||||||||||||||||
Loans, net of unearned interest |
$ | 1,261,131 | 5.29 | % | 66,685 | $ | 1,205,296 | 5.49 | % | 66,177 | $ | 2,983 | (2,475 | ) | 508 | |||||||||||||||||||||
Investment securitiestaxable |
340,969 | 1.90 | 6,464 | 293,100 | 1.50 | 4,411 | 780 | 1,273 | 2,053 | |||||||||||||||||||||||||||
Investment securitiestax exempt |
32,814 | 2.07 | 679 | 27,970 | 2.16 | 603 | 102 | (26 | ) | 76 | ||||||||||||||||||||||||||
Taxable equivalent adjustment |
| 1.07 | 350 | | 1.11 | 311 | 50 | (11 | ) | 39 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total tax-exempt investment securities |
32,814 | 3.14 | 1,029 | 27,970 | 3.27 | 914 | 152 | (37 | ) | 115 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total investment securities |
373,783 | 2.00 | 7,493 | 321,070 | 1.66 | 5,325 | 932 | 1,236 | 2,168 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Loans held for sale |
7,342 | 3.58 | 263 | 8,358 | 3.09 | 258 | (33 | ) | 38 | 5 | ||||||||||||||||||||||||||
Federal funds sold and interest bearing deposits |
85,987 | .19 | 167 | 100,888 | .21 | 215 | (29 | ) | (19 | ) | (48 | ) | ||||||||||||||||||||||||
Restricted equity securities |
3,012 | 4.05 | 122 | 3,012 | 4.98 | 150 | | (28 | ) | (28 | ) | |||||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total earning assets |
1,731,255 | 4.32 | 74,730 | 1,638,624 | 4.40 | 72,125 | 3,853 | (1,248 | ) | 2,605 | ||||||||||||||||||||||||||
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Cash and due from banks |
10,597 | 10,046 | ||||||||||||||||||||||||||||||||||
Allowance for loan losses |
(23,230 | ) | (25,885 | ) | ||||||||||||||||||||||||||||||||
Bank premises and equipment |
39,293 | 36,330 | ||||||||||||||||||||||||||||||||||
Other assets |
50,452 | 44,374 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||||||
Total assets |
$ | 1,808,367 | $ | 1,703,489 | ||||||||||||||||||||||||||||||||
|
|
|
|
15
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
Dollars In Thousands | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2014/2013 Change | ||||||||||||||||||||||||||||||||||
Average | Interest | Income/ | Average | Interest | Income/ | Due to | Due to | |||||||||||||||||||||||||||||
Balance | Rate | Expense | Balance | Rate | Expense | Volume | Rate | Total | ||||||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||||||||||||||
Negotiable order of withdrawal accounts |
$ | 349,375 | .45 | % | 1,587 | $ | 311,466 | .51 | % | 1,589 | $ | 189 | (191 | ) | (2 | ) | ||||||||||||||||||||
Money market demand accounts |
439,867 | .42 | 1,831 | 369,769 | .50 | 1,847 | 312 | (328 | ) | (16 | ) | |||||||||||||||||||||||||
Individual retirement accounts |
93,687 | 1.12 | 1,047 | 98,006 | 1.28 | 1,255 | (54 | ) | (154 | ) | (208 | ) | ||||||||||||||||||||||||
Other savings deposits |
99,753 | .54 | 535 | 95,226 | .59 | 560 | 26 | (51 | ) | (25 | ) | |||||||||||||||||||||||||
Certificates of deposit $100,000 and over |
242,838 | 1.06 | 2,574 | 254,568 | 1.16 | 2,956 | (133 | ) | (249 | ) | (382 | ) | ||||||||||||||||||||||||
Certificates of deposit under $100,000 |
231,472 | .94 | 2,170 | 250,440 | 1.05 | 2,621 | (189 | ) | (262 | ) | (451 | ) | ||||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Total interest-bearing deposits |
1,456,992 | .67 | 9,744 | 1,379,475 | .78 | 10,828 | 151 | (1,235 | ) | (1,084 | ) | |||||||||||||||||||||||||
Securities sold under repurchase agreements |
5,784 | .40 | 23 | 9,438 | .53 | 50 | (17 | ) | (10 | ) | (27 | ) | ||||||||||||||||||||||||
Federal funds purchased |
123 | .81 | 1 | 75 | 1.33 | 1 | | | | |||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total interest-bearing liabilities |
1,462,899 | .67 | 9,768 | 1,388,988 | .78 | 10,879 | 134 | (1,245 | ) | (1,111 | ) | |||||||||||||||||||||||||
|
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|
|
|||||||||||||||||||
Demand deposits |
146,473 | 131,427 | ||||||||||||||||||||||||||||||||||
Other liabilities |
9,186 | 10,594 | ||||||||||||||||||||||||||||||||||
Stockholders equity |
189,809 | 172,480 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||||||
Total liabilities and stockholders equity |
$ | 1,808,367 | $ | 1,703,489 | ||||||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||||||
Net interest income |
64,962 | 61,246 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||||||
Net yield on earning assets (1) |
3.75 | % | 3.74 | % | ||||||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||||||
Net interest spread (2) |
3.65 | % | 3.62 | % | ||||||||||||||||||||||||||||||||
|
|
|
|
(1) | Net interest income divided by average earning assets. |
(2) | Average interest rate on earning assets less average interest rate on interest-bearing liabilities. |
16
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
Dollars In Thousands | ||||||||||||||||||||||||||||||||||||
2013 | 2012 | 2013/2012 Change | ||||||||||||||||||||||||||||||||||
Average | Interest | Income/ | Average | Interest | Income/ | Due to | Due to | |||||||||||||||||||||||||||||
Balance | Rate | Expense | Balance | Rate | Expense | Volume | Rate | Total | ||||||||||||||||||||||||||||
Loans, net of unearned interest |
$ | 1,205,296 | 5.49 | % | 66,177 | $ | 1,138,525 | 5.80 | % | 66,080 | $ | 3,744 | (3,647 | ) | 97 | |||||||||||||||||||||
Investment securitiestaxable |
293,100 | 1.50 | 4,411 | 325,457 | 1.61 | 5,253 | (499 | ) | (343 | ) | (842 | ) | ||||||||||||||||||||||||
Investment securitiestax exempt |
27,970 | 2.16 | 603 | 16,922 | 2.74 | 464 | 253 | (114 | ) | 139 | ||||||||||||||||||||||||||
Taxable equivalent adjustment |
| 1.11 | 311 | | 1.41 | 239 | 132 | (60 | ) | 72 | ||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total tax-exempt investment securities |
27,970 | 3.27 | 914 | 16,922 | 4.15 | 703 | 385 | (174 | ) | 211 | ||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total investment securities |
321,070 | 1.66 | 5,325 | 342,379 | 1.74 | 5,956 | (114 | ) | (517 | ) | (631 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Loans held for sale |
8,358 | 3.09 | 258 | 9,938 | 3.09 | 307 | (49 | ) | | (49 | ) | |||||||||||||||||||||||||
Federal funds sold, and interest bearing deposits |
100,888 | .21 | 215 | 29,236 | .44 | 129 | 181 | (95 | ) | 86 | ||||||||||||||||||||||||||
Restricted equity securities |
3,012 | 4.98 | 150 | 3,012 | 4.25 | 128 | | 22 | 22 | |||||||||||||||||||||||||||
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|||||||||||||||||||
Total earning assets |
1,638,624 | 4.40 | 72,125 | 1,523,090 | 4.77 | 72,600 | 3,762 | (4,237 | ) | (475 | ) | |||||||||||||||||||||||||
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|
|||||||||||||||||||
Cash and due from banks |
10,046 | 45,302 | ||||||||||||||||||||||||||||||||||
Allowance for loan losses |
(25,885 | ) | (25,745 | ) | ||||||||||||||||||||||||||||||||
Bank premises and equipment |
36,330 | 35,534 | ||||||||||||||||||||||||||||||||||
Other assets |
44,374 | 45,202 | ||||||||||||||||||||||||||||||||||
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|
|
|
|||||||||||||||||||||||||||||||||
Total assets |
$ | 1,703,489 | $ | 1,623,383 | ||||||||||||||||||||||||||||||||
|
|
|
|
17
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
Dollars In Thousands | ||||||||||||||||||||||||||||||||||||
2013 | 2012 | 2013/2012 Change | ||||||||||||||||||||||||||||||||||
Average | Interest | Income/ | Average | Interest | Income/ | Due to | Due to | |||||||||||||||||||||||||||||
Balance | Rate | Expense | Balance | Rate | Expense | Volume | Rate | Total | ||||||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||||||||||||||
Negotiable order of withdrawal accounts |
$ | 311,466 | .51 | % | 1,589 | $ | 274,248 | .71 | % | 1,942 | $ | 242 | (595 | ) | (353 | ) | ||||||||||||||||||||
Money market demand accounts |
369,769 | .50 | 1,847 | 319,920 | .61 | 1,960 | 274 | (387 | ) | (113 | ) | |||||||||||||||||||||||||
Individual retirement accounts |
98,006 | 1.28 | 1,255 | 99,211 | 1.71 | 1,695 | (21 | ) | (419 | ) | (440 | ) | ||||||||||||||||||||||||
Other savings deposits |
95,226 | .59 | 560 | 96,806 | .77 | 745 | (12 | ) | (173 | ) | (185 | ) | ||||||||||||||||||||||||
Certificates of deposit $100,000 and over |
254,568 | 1.16 | 2,956 | 263,603 | 1.51 | 3,983 | (132 | ) | (895 | ) | (1,027 | ) | ||||||||||||||||||||||||
Certificates of deposit under $100,000 |
250,440 | 1.05 | 2,621 | 273,221 | 1.36 | 3,725 | (296 | ) | (808 | ) | (1,104 | ) | ||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Total interest-bearing deposits |
1,379,475 | .78 | 10,828 | 1,327,009 | 1.06 | 14,050 | 55 | (3,277 | ) | (3,222 | ) | |||||||||||||||||||||||||
Securities sold under repurchase agreements |
9,438 | .53 | 50 | 8,426 | .66 | 56 | 6 | (12 | ) | (6 | ) | |||||||||||||||||||||||||
Federal funds purchased |
75 | 1.33 | 1 | 104 | .96 | 1 | | | | |||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total interest-bearing liabilities |
1,388,988 | .78 | 10,879 | 1,335,539 | 1.06 | 14,107 | 61 | (3,289 | ) | (3,228 | ) | |||||||||||||||||||||||||
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|
|||||||||||||||||||
Demand deposits |
131,427 | 118,573 | ||||||||||||||||||||||||||||||||||
Other liabilities |
10,594 | 6,990 | ||||||||||||||||||||||||||||||||||
Stockholders equity |
172,480 | 162,281 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||||||
Total liabilities and stockholders equity |
$ | 1,703,489 | $ | 1,623,383 | ||||||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||||||
Net interest income |
61,246 | 58,493 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||||||
Net yield on earning assets (1) |
3.74 | % | 3.84 | % | ||||||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||||||
Net interest spread (2) |
3.62 | % | 3.71 | % | ||||||||||||||||||||||||||||||||
|
|
|
|
(1) | Net interest income divided by average earning assets. |
(2) | Average interest rate on earning assets less average interest rate on interest-bearing liabilities. |
18
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
II. | Investment Portfolio: |
A. | Investment securities at December 31, 2014 consist of the following: |
Securities Held-To-Maturity | ||||||||||||||||
(In Thousands) | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Market Value |
|||||||||||||
Mortgage-backed: |
||||||||||||||||
U.S. Government-sponsored enterprises (GSEs) residential |
$ | 7,398 | 76 | 147 | 7,327 | |||||||||||
Obligations of states and political subdivisions |
20,725 | 389 | 41 | 21,073 | ||||||||||||
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|
|
|
|
|
|
|
|||||||||
$ | 28,123 | 465 | 188 | 28,400 | ||||||||||||
|
|
|
|
|
|
|
|
Securities Available-For-Sale | ||||||||||||||||
(In Thousands) | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Market Value |
|||||||||||||
U.S. Government-sponsored enterprises (GSEs) |
$ | 131,767 | 129 | 1,329 | 130,567 | |||||||||||
Mortgage-backed: |
||||||||||||||||
GSE residential |
170,802 | 731 | 464 | 171,069 | ||||||||||||
Asset-backed: |
||||||||||||||||
SBAP |
30,627 | 98 | 205 | 30,520 | ||||||||||||
Obligations of states and political subdivisions |
14,324 | 98 | 158 | 14,264 | ||||||||||||
|
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|
|
|
|
|
|||||||||
$ | 347,520 | 1,056 | 2,156 | 346,420 | ||||||||||||
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|
19
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
II. | Investment Portfolio, Continued |
A. | Continued: |
Investment securities at December 31, 2013 consist of the following:
Securities Held-To-Maturity | ||||||||||||||||
(In Thousands) | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Market Value |
|||||||||||||
Mortgage-backed: |
||||||||||||||||
U.S. Government-sponsored enterprises (GSEs) residential |
$ | 8,649 | 73 | 520 | 8,202 | |||||||||||
Obligations of states and political subdivisions |
18,174 | 424 | 239 | 18,359 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 26,823 | 497 | 759 | 26,561 | ||||||||||||
|
|
|
|
|
|
|
|
Securities Available-For-Sale | ||||||||||||||||
(In Thousands) | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Market Value |
|||||||||||||
U.S. Government-sponsored enterprises (GSEs) |
$ | 141,968 | 10 | 5,892 | 136,086 | |||||||||||
Mortgage-backed: |
||||||||||||||||
GSE residential |
175,855 | 808 | 1,481 | 175,182 | ||||||||||||
Asset-backed: |
||||||||||||||||
SBAP |
4,801 | | 69 | 4,732 | ||||||||||||
Obligations of states and political subdivisions |
13,711 | 71 | 409 | 13,373 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 336,335 | 889 | 7,851 | 329,373 | ||||||||||||
|
|
|
|
|
|
|
|
20
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
II. | Investment Portfolio, Continued: |
A. | Continued: |
Investment securities at December 31, 2012 consist of the following:
Securities Held-To-Maturity | ||||||||||||||||
(In Thousands) | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Market Value |
|||||||||||||
Mortgage-backed: |
||||||||||||||||
U.S. Government-sponsored enterprises (GSEs) residential |
$ | 2,918 | 122 | | 3,040 | |||||||||||
Obligations of states and political subdivisions |
12,590 | 687 | | 13,277 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 15,508 | 809 | | 16,317 | ||||||||||||
|
|
|
|
|
|
|
|
Securities Available-For-Sale | ||||||||||||||||
(In Thousands) | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Market Value |
|||||||||||||
U.S. Government-sponsored enterprises (GSEs) |
$ | 122,110 | 643 | 55 | 122,698 | |||||||||||
Mortgage-backed: |
||||||||||||||||
GSE residential |
177,787 | 3,373 | 32 | 181,128 | ||||||||||||
Obligations of states and political subdivisions |
13,214 | 267 | 29 | 13,452 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 313,111 | 4,283 | 116 | 317,278 | ||||||||||||
|
|
|
|
|
|
|
|
21
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
II. | Investment Portfolio, Continued: |
B. | The following schedule details the contractual maturities and weighted average yields of investment securities of the Company. Actual maturities may differ from contractual maturities of mortgage-backed securities because the mortgages underlying the securities may be called or prepaid with or without penalty. Therefore, these securities are not included in the maturity categories noted below as of December 31, 2014: |
Held-To-Maturity Securities |
Amortized Cost |
Estimated Market Value |
Weighted Average Yields |
|||||||||
(In Thousands, Except Yields) | ||||||||||||
Mortgage-backed: |
||||||||||||
GSEs residential |
$ | 7,398 | 7,327 | 2.27 | % | |||||||
|
|
|
|
|
|
|||||||
Obligations of states and political subdivisions*: |
||||||||||||
Less than one year |
3,131 | 3,179 | 4.32 | |||||||||
One to three years |
2,872 | 2,978 | 4.34 | |||||||||
Three to five years |
7,216 | 7,347 | 2.31 | |||||||||
Five to ten years |
3,202 | 3,241 | 2.99 | |||||||||
More than ten years |
4,304 | 4,328 | 3.15 | |||||||||
|
|
|
|
|
|
|||||||
Total obligations of states and political subdivisions |
20,725 | 21,073 | 3.17 | |||||||||
|
|
|
|
|
|
|||||||
Total held-to-maturity securities |
$ | 28,123 | 28,400 | 2.94 | % | |||||||
|
|
|
|
|
|
* | Weighted average yield is stated on a tax-equivalent basis, assuming a weighted average Federal income tax rate of 34%. |
22
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
II. | Investment Portfolio, Continued: |
B. | Continued: |
Available-For-Sale Securities |
Amortized Cost |
Estimated Market Value |
Weighted Average Yields |
|||||||||
(In Thousands, Except Yields) | ||||||||||||
Mortgage and asset-backed securities |
$ | 201,429 | 201,589 | 2.05 | % | |||||||
|
|
|
|
|
|
|||||||
U.S. Government-sponsored enterprises (GSEs): |
||||||||||||
Less than one year |
2,001 | 2,002 | .32 | |||||||||
One to three years |
4,476 | 4,466 | 1.27 | |||||||||
Three to five years |
48,531 | 48,111 | 1.46 | |||||||||
Five to ten years |
76,759 | 75,988 | 1.99 | |||||||||
More than ten years |
| | | |||||||||
|
|
|
|
|
|
|||||||
Total U.S. Government-sponsored enterprises (GSEs) |
131,767 | 130,567 | 1.75 | |||||||||
|
|
|
|
|
|
|||||||
Obligations of states and political subdivisions*: |
||||||||||||
Less than one year |
350 | 352 | 5.95 | |||||||||
One to three years |
| | | |||||||||
Three to five years |
2,654 | 2,706 | 2.66 | |||||||||
Five to ten years |
10,639 | 10,526 | 2.95 | |||||||||
More than ten years |
681 | 680 | 3.64 | |||||||||
|
|
|
|
|
|
|||||||
Total obligations of states and political subdivisions |
14,324 | 14,264 | 3.00 | |||||||||
|
|
|
|
|
|
|||||||
Total available-for-sale securities |
$ | 347,520 | 346,420 | 1.97 | % | |||||||
|
|
|
|
|
|
* | Weighted average yield is stated on a tax-equivalent basis, assuming a weighted average Federal income tax rate of 34%. |
23
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
III. | Loan Portfolio: |
A. | Loan Types |
The following schedule details the loans of the Company at December 31, 2014, 2013, 2012, 2011 and 2010:
In Thousands | ||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
Commercial, financial and agricultural |
$ | 42,200 | 34,834 | 35,521 | 48,080 | 66,107 | ||||||||||||||
Real estateconstruction |
245,830 | 194,426 | 190,356 | 166,460 | 176,842 | |||||||||||||||
Real estatemortgage |
1,027,723 | 940,077 | 902,930 | 866,060 | 797,932 | |||||||||||||||
Installment |
41,025 | 41,118 | 41,713 | 44,689 | 55,734 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total loans |
1,356,778 | 1,210,455 | 1,170,520 | 1,125,289 | 1,096,615 | |||||||||||||||
Deferred loan fees |
(4,341 | ) | (3,253 | ) | (2,912 | ) | (2,031 | ) | (1,347 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total loans, net of deferred fees |
1,352,437 | 1,207,202 | 1,167,608 | 1,123,258 | 1,095,268 | |||||||||||||||
Less allowance for loan losses |
(22,572 | ) | (22,935 | ) | (25,497 | ) | (24,525 | ) | (22,177 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loans |
$ | 1,329,865 | 1,184,267 | 1,142,111 | 1,098,733 | 1,073,091 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
24
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
III. | Loan Portfolio, Continued: |
B. | Maturities and Sensitivities of Loans to Changes in Interest Rates |
The following table classifies our fixed and variable rate loans at December 31, 2014 according to contractual maturities of: (1) one year or less, (2) after one year through five years, and (3) after five years. The table also classifies our variable rate loans pursuant to the contractual repricing dates of the underlying loans (dollars in thousands):
Amounts at December 31, 2014 | ||||||||||||||||
Fixed Rates |
Variable Rates |
Totals | At December 31, 2014 |
|||||||||||||
Based on contractual maturity: |
||||||||||||||||
Due within one year |
$ | 201,791 | 42,475 | 244,266 | 18.00 | % | ||||||||||
Due in one year to five years |
196,319 | 93,532 | 289,851 | 21.36 | ||||||||||||
Due after five years |
95,194 | 727,467 | 822,661 | 60.64 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Totals |
$ | 493,304 | 863,474 | 1,356,778 | 100.0 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Based on contractual repricing dates: |
||||||||||||||||
Daily floating rate |
$ | | 123,771 | 123,771 | 9.13 | % | ||||||||||
Due within one year |
201,791 | 192,006 | 393,797 | 29.02 | ||||||||||||
Due in one year to five years |
196,319 | 412,487 | 608,806 | 44.87 | ||||||||||||
Due after five years |
95,194 | 135,210 | 230,404 | 16.98 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Totals |
$ | 493,304 | 863,474 | 1,356,778 | 100.0 | % | ||||||||||
|
|
|
|
|
|
|
|
The following table represents the contractual maturities of the loan portfolio as of December 31, 2014 (dollars in thousands):
Due Within One Year |
Due in One to Five Years |
Due After Five Years |
Total | |||||||||||||
Commercial, financial and agricultural |
$ | 14,580 | 11,665 | 15,955 | 42,200 | |||||||||||
Real estateconstruction |
117,412 | 83,378 | 45,040 | 245,830 | ||||||||||||
Real estatemortgage |
96,074 | 170,999 | 760,650 | 1,027,723 | ||||||||||||
Installment |
16,200 | 23,809 | 1,016 | 41,025 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 244,266 | 289,851 | 822,661 | 1,356,778 | ||||||||||||
|
|
|
|
|
|
|
|
25
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
III. | Loan Portfolio, Continued: |
C. | Risk Elements |
The following schedule details selected information as to non-performing loans of the Company at December 31, 2014, 2013, 2012, 2011 and 2010:
In Thousands, Except Percentages | ||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
Non-accrual loans: |
||||||||||||||||||||
Commercial, financial and agricultural |
$ | | | | 35 | 490 | ||||||||||||||
Real estateconstruction |
| 3,524 | 9,626 | 14,378 | 7,850 | |||||||||||||||
Real estatemortgage |
616 | 2,053 | 7,229 | 10,552 | 13,821 | |||||||||||||||
Installment |
| | | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total non-accrual |
$ | 616 | 5,577 | 16,855 | 24,965 | 22,161 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Loans 90 days past due still accruing: |
||||||||||||||||||||
Commercial, financial and agricultural |
$ | 6 | 285 | 54 | 158 | 10 | ||||||||||||||
Real estateconstruction |
73 | 271 | 24 | 95 | 178 | |||||||||||||||
Real estatemortgage |
1,424 | 1,550 | 736 | 5,339 | 2,280 | |||||||||||||||
Installment |
38 | 27 | 105 | 78 | 100 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total loans 90 days past due still accruing |
$ | 1,541 | 2,133 | 919 | 5,670 | 2,568 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total non-performing loans |
$ | 2,157 | 7,710 | 17,774 | 30,635 | 24,729 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total loans, net of deferred fees |
$ | 1,352,437 | 1,207,202 | 1,167,608 | 1,123,258 | 1,095,268 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Percentage of total non- performing loans to total loans outstanding, net of deferred fees |
.16 | % | .64 | 1.52 | 2.73 | 2.26 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other real estate |
$ | 7,298 | 12,869 | 15,307 | 19,117 | 13,741 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
26
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
III. | Loan Portfolio, Continued: |
C. | Risk Elements, Continued: |
The accrual of interest income is discontinued when it is determined that collection of interest is less than probable or the collection of any amount of principal is doubtful. The decision to place a loan on a non-accrual status is based on an evaluation of the borrowers financial condition, collateral liquidation value, economic and business conditions and other factors that affect the borrowers ability to pay. At the time a loan is placed on a non-accrual status, the accrued but unpaid interest is also evaluated as to collectability. If collectability is doubtful, the unpaid interest is charged off. Thereafter, interest on non-accrual loans is recognized only as received. Non-accrual loans totaled $616,000 at December 31, 2014, $5,577,000 at December 31, 2013, $16,855,000 at December 31, 2012, $24,965,000 at December 31, 2011 and $22,161,000 at December 31, 2010. Gross interest income on non-accrual loans that would have been recorded for the year ended December 31, 2014 if the loans had been current totaled $39,000 compared to $296,000 in 2013, $775,000 in 2012, $875,000 in 2011 and $1,836,000 in 2010. The amount of interest and fee income recognized on total loans during 2014 totaled $66,685,000 as compared to $66,177,000 in 2013, as compared to $66,080,000 in 2012, $66,031,000 in 2011 and $67,356,000 in 2010.
At December 31, 2014, loans, which include the above, totaling $35,808,000 were included in the Companys internal classified loan list. Of these loans $35,524,000 are real estate and $284,000 are various other types of loans. The value collateralizing these loans is estimated by management to be approximately $65,300,000 ($65,006,000 related to real property securing real estate loans and $294,000 related to the various other types of loans). Such loans are listed as classified when information obtained about possible credit problems of the borrowers has prompted management to question the ability of the borrower to comply with the repayment terms of the loan agreement. The loan classifications do not represent or result from trends or uncertainties which management expects will materially impact future operating results, liquidity or capital resources.
At December 31, 2014, real estate construction and mortgage loans made up 18.18% and 75.94%, respectively, of the Companys loan portfolio.
At December 31, 2014 and 2013, other real estate totaled $7,298,000 and $12,869,000, respectively.
27
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
III. | Loan Portfolio, Continued: |
C. | Risk Elements, Continued: |
There were no material amounts of other interest-bearing assets (interest-bearing deposits with other banks, municipal bonds, etc.) at December 31, 2014 which would be required to be disclosed as past due, non-accrual, restructured or potential problem loans, if such interest-bearing assets were loans.
28
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
IV. | Summary of Loan Loss Experience: |
The following schedule details selected information related to the allowance for loan loss account of the Company at December 31, 2014, 2013, 2012, 2011 and 2010 and the years then ended.
In Thousands, Except Percentages | ||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
Allowance for loan losses at beginning of period |
$ | 22,935 | 25,497 | 24,525 | 22,177 | 16,647 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Less: net of loan charge-offs: |
||||||||||||||||||||
Charge-offs: |
||||||||||||||||||||
Commercial, financial and agricultural |
(37 | ) | (150 | ) | (454 | ) | (517 | ) | (253 | ) | ||||||||||
Real estate construction |
(7 | ) | (1,470 | ) | (2,226 | ) | (1,681 | ) | (3,791 | ) | ||||||||||
Real estate mortgage |
(1,436 | ) | (3,247 | ) | (6,066 | ) | (4,103 | ) | (4,913 | ) | ||||||||||
Installment |
(387 | ) | (380 | ) | (412 | ) | (461 | ) | (719 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
(1,867 | ) | (5,247 | ) | (9,158 | ) | (6,762 | ) | (9,676 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Recoveries: |
||||||||||||||||||||
Commercial, financial and agricultural |
464 | 38 | 71 | 22 | 111 | |||||||||||||||
Real estate construction |
324 | 179 | 174 | 67 | 30 | |||||||||||||||
Real estate mortgage |
84 | 123 | 169 | 106 | 40 | |||||||||||||||
Installment |
134 | 168 | 188 | 237 | 191 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
1,006 | 508 | 602 | 432 | 372 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loan charge-offs |
(861 | ) | (4,739 | ) | (8,556 | ) | (6,330 | ) | (9,304 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Provision for loan losses charged to expense |
498 | 2,177 | 9,528 | 8,678 | 14,834 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Allowance for loan losses at end of period |
$ | 22,572 | 22,935 | 25,497 | 24,525 | 22,177 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total loans, net of deferred fees, at end of year |
$ | 1,352,437 | 1,207,202 | 1,167,608 | 1,123,258 | 1,095,268 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Average total loans out- standing, net of deferred fees, during year |
$ | 1,261,131 | 1,205,296 | 1,138,525 | 1,108,335 | 1,093,343 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net charge-offs as a percentage of average total loans outstanding, net of deferred fees, during year |
0.07 | % | 0.39 | 0.75 | 0.57 | 0.85 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Ending allowance for loan losses as a percentage of total loans outstanding net of deferred fees, at end of year |
1.67 | % | 1.90 | 2.18 | 2.18 | 2.02 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
29
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
IV. | Summary of Loan Loss Experience, Continued: |
The allowance for loan losses is an amount that management believes will be adequate to absorb possible losses on existing loans that may become uncollectible. The provision for loan losses charged to operating expense is based on past loan loss experience and other factors which, in managements judgment, deserve current recognition in estimating possible loan losses. Such other factors considered by management include growth and composition of the loan portfolio, review of specific loan problems, the relationship of the allowance for loan losses to outstanding loans, adverse situations that may affect the borrowers ability to repay, the estimated value of any underlying collateral and current economic conditions that may affect the borrowers ability to pay.
Management conducts a continuous review of all loans that are delinquent, previously charged down or which are determined to be potentially uncollectible. Loan classifications are reviewed periodically by a person independent of the lending function. The Board of Directors of the Company periodically reviews the adequacy of the allowance for loan losses.
The following detail provides a breakdown of the allocation of the allowance for loan losses:
December 31, 2014 | December 31, 2013 | |||||||||||||||
In Thousands |
Percent of Loans In Each Category To Total Loans |
In Thousands |
Percent of Loans In Each Category To Total Loans |
|||||||||||||
Commercial, financial and agricultural |
$ | 178 | 3.1 | % | $ | 402 | 2.9 | % | ||||||||
Real estate construction |
5,578 | 18.1 | 5,159 | 16.1 | ||||||||||||
Real estate mortgage |
16,492 | 75.8 | 17,053 | 77.6 | ||||||||||||
Installment |
324 | 3.0 | 321 | 3.4 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 22,572 | 100.0 | % | $ | 22,935 | 100.0 | % | |||||||||
|
|
|
|
|
|
|
|
|||||||||
December 31, 2012 | December 31, 2011 | |||||||||||||||
In Thousands |
Percent of Loans In Each Category To Total Loans |
In Thousands |
Percent of Loans In Each Category To Total Loans |
|||||||||||||
Commercial, financial and agricultural |
$ | 397 | 3.0 | % | $ | 1,328 | 4.3 | % | ||||||||
Real estate construction |
7,191 | 16.3 | 6,223 | 14.8 | ||||||||||||
Real estate mortgage |
17,515 | 77.1 | 16,518 | 77.0 | ||||||||||||
Installment |
394 | 3.6 | 456 | 3.9 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 25,497 | 100.0 | % | $ | 24,525 | 100.0 | % | |||||||||
|
|
|
|
|
|
|
|
December 31, 2010 |
||||||||
In Thousands |
Percent of Loans In Each Category To Total Loans |
|||||||
Commercial, financial and agricultural |
$ | 1,230 | 6.0 | % | ||||
Real estate construction |
5,558 | 16.1 | ||||||
Real estate mortgage |
14,502 | 72.8 | ||||||
Installment |
887 | 5.1 | ||||||
|
|
|
|
|||||
$ | 22,177 | 100.0 | % | |||||
|
|
|
|
30
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
V. | Deposits: |
The average amounts and average interest rates for deposits for 2014, 2013 and 2012 are detailed in the following schedule:
2014 | 2013 | 2012 | ||||||||||||||||||||||
Average Balance In Thousands |
Average Rate |
Average Balance In Thousands |
Average Rate |
Average Balance In Thousands |
Average Rate |
|||||||||||||||||||
Non-interest bearing deposits |
$ | 146,473 | | % | $ | 131,427 | | % | $ | 118,573 | | % | ||||||||||||
Negotiable order of withdrawal accounts |
349,375 | .45 | % | 311,466 | .51 | % | 274,248 | .71 | % | |||||||||||||||
Money market demand accounts |
439,867 | .42 | % | 369,769 | .50 | % | 319,920 | .61 | % | |||||||||||||||
Individual retirement accounts |
93,687 | 1.12 | % | 98,006 | 1.28 | % | 99,211 | 1.71 | % | |||||||||||||||
Other savings |
99,753 | .54 | % | 95,226 | .59 | % | 96,806 | .77 | % | |||||||||||||||
Certificates of deposit $100,000 and over |
242,838 | 1.06 | % | 254,568 | 1.16 | % | 263,603 | 1.51 | % | |||||||||||||||
Certificates of deposit under $100,000 |
231,472 | .94 | % | 250,440 | 1.05 | % | 273,221 | 1.36 | % | |||||||||||||||
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|
|
|
|
|
|
|
|
|||||||||||||
$ | 1,603,465 | .61 | % | $ | 1,510,902 | .72 | % | $ | 1,445,582 | .97 | % | |||||||||||||
|
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|
|
|
|
|
|
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|
|
The following schedule details the maturities of certificates of deposit and individual retirement accounts of $100,000 and over at December 31, 2014:
In Thousands | ||||||||||||
Certificates of Deposit |
Individual Retirement Accounts |
Total | ||||||||||
Less than three months |
$ | 44,892 | 8,445 | 53,337 | ||||||||
Three to six months |
29,091 | 6,680 | 35,771 | |||||||||
Six to twelve months |
42,646 | 7,560 | 50,206 | |||||||||
More than twelve months |
113,080 | 17,905 | 130,985 | |||||||||
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|
|
|
|
|
|||||||
$ | 229,709 | 40,590 | 270,299 | |||||||||
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31
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
VI. | Return on Equity and Assets: |
The following schedule details selected key ratios of the Company at December 31, 2014, 2013 and 2012:
2014 | 2013 | 2012 | ||||||||||
Return on assets |
1.15 | % | .93 | % | .75 | % | ||||||
Return on equity |
10.95 | % | 9.20 | % | 7.49 | % | ||||||
Dividend payout ratio |
21.82 | % | 28.30 | % | 51.52 | % | ||||||
Equity to asset ratio |
10.50 | % | 10.13 | % | 10.00 | % | ||||||
Leverage capital ratio |
10.59 | % | 10.27 | % | 9.79 | % |
The minimum leverage capital ratio required by the regulatory agencies is 4%.
32
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
VI. | Return on Equity and Assets, Continued: |
The following schedule details the Companys risk-based capital at December 31, 2014 excluding the net unrealized loss on available-for-sale securities which is shown as a deduction in stockholders equity in the consolidated financial statements:
In Thousands | ||||
Tier I capital: |
||||
Stockholders equity, excluding the net unrealized loss on available-for-sale securities, intangible assets and goodwill |
$ | 196,765 | ||
Total capital: |
||||
Allowable allowance for loan losses |
18,014 | |||
|
|
|||
Total capital |
$ | 214,779 | ||
|
|
|||
Risk-weighted assets |
$ | 1,436,235 | ||
|
|
|||
Risk-based capital ratios: |
||||
Tier I capital ratio |
13.70 | % | ||
|
|
|||
Total risk-based capital ratio |
14.95 | % | ||
|
|
33
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2014
VI. | Return on Equity and Assets, Continued: |
The Company is required to maintain a total capital to risk-weighted asset ratio of 8% and a Tier I capital to risk-weighted asset ratio of 4%. At December 31, 2014, the Company and the Bank were in compliance with these requirements.
The following schedule details the Companys interest rate sensitivity at December 31, 2014:
Repricing Within | ||||||||||||||||||||||||
(In Thousands) |
Total | 0-30 Days | 31-90 Days | 91-180 Days | 181-365 Days | Over 1 Year | ||||||||||||||||||
Earning assets: |
||||||||||||||||||||||||
Loans, net of deferred fees |
$ | 1,352,437 | 164,405 | 64,700 | 81,243 | 202,879 | 839,210 | |||||||||||||||||
Securities |
374,543 | | 473 | 1,546 | 3,466 | 369,058 | ||||||||||||||||||
Loans held for sale |
9,466 | 9,466 | | | | | ||||||||||||||||||
Federal funds sold |
16,005 | 16,005 | | | | | ||||||||||||||||||
Restricted equity securities |
3,012 | 3,012 | | | | | ||||||||||||||||||
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|
|
|
|
|
|||||||||||||
Total earning assets |
1,755,463 | 192,888 | 65,173 | 82,789 | 206,345 | 1,208,268 | ||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||||||||
Negotiable order of withdrawal accounts |
375,967 | 375,967 | | | | | ||||||||||||||||||
Money market demand accounts |
479,549 | 479,549 | | | | | ||||||||||||||||||
Individual retirement accounts |
91,126 | 6,060 | 11,696 | 16,553 | 19,614 | 37,203 | ||||||||||||||||||
Other savings |
102,432 | 102,432 | | | | | ||||||||||||||||||
Certificates of deposit, |
||||||||||||||||||||||||
$100,000 and over |
229,709 | 13,194 | 31,698 | 29,091 | 42,646 | 113,080 | ||||||||||||||||||
Certificates of deposit, under $100,000 |
225,766 | 13,737 | 31,801 | 32,544 | 45,285 | 102,399 | ||||||||||||||||||
Securities sold under repurchase agreements |
3,437 | 3,437 | | | | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
1,507,986 | 994,376 | 75,195 | 78,188 | 107,545 | 252,682 | |||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|||||||||||||
Interest-sensitivity gap |
$ | 247,477 | (801,488 | ) | (10,022 | ) | 4,601 | 98,800 | 955,586 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cumulative gap |
(801,488 | ) | (811,510 | ) | (806,909 | ) | (708,109 | ) | 247,477 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-sensitivity gap as % of total assets |
(42.8 | ) | (0.5 | ) | 0.2 | 5.3 | 51.0 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cumulative gap as % of total assets |
(42.8 | ) | (43.3 | ) | (43.1 | ) | (37.8 | ) | 13.2 | |||||||||||||||
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|
|
The Company presently maintains a liability sensitive position over the next twelve months. However, management expects that liabilities of a demand nature will renew and that it will not be necessary to replace them with significantly higher cost funds.
34
Item 1A. Risk Factors.
Investing in our common stock involves various risks which are particular to our company, our industry and our market area. Several risk factors regarding investing in our common stock are discussed below. If any of the following risks were to occur, we may not be able to conduct our business as currently planned and our financial condition or operating results could be materially and negatively impacted. These matters could cause the trading price of our common stock to decline in future periods.
Negative developments in the U.S. and local economy and in local real estate markets have adversely impacted the Companys operations and results and may continue to adversely impact its results in the future.
Economic conditions in the markets in which the Company operates deteriorated significantly beginning in early 2008 and despite improvement since the second half of 2010, remain uncertain These challenging economic conditions contributed to increased levels of provisions for loan losses and other real estate expense resulting from declining collateral values in the Companys real estate construction and development loan portfolio and increased costs associated with our portfolio of other real estate owned. Economic conditions began to stabilize in the Companys markets beginning in the second half of 2010 and, in 2013, collateral values in the Companys real estate construction and development loan portfolio began to increase. If we experience similar sustained periods of loan losses or decreases in collateral values like those we experienced between 2008 and the first half of 2010, our results of operations may be adversely impacted. Though we continued to see increases in construction and development in the market areas we serve during 2014, the Company believes that these market areas will continue to experience a somewhat, albeit less, challenging economic environment in 2015. Challenging and uncertain economic and real estate market conditions have, and thus could continue to negatively impact the Companys results of operations. There can be no assurance that the economic conditions that have adversely affected the financial services industry, and the capital, credit and real estate markets, generally, or the Company in particular, will improve materially, or at all, in the near future, or thereafter, in which case the Company could experience reduced earnings and write-downs of assets, and could face capital and liquidity constraints or other business challenges.
The Companys loan portfolio includes a significant amount of real estate loans, including construction and development loans, which loans have a greater credit risk than residential mortgage loans.
As of December 31, 2014, approximately 94% of the Companys loans held for investment were secured by real estate. Of this amount, approximately 45% were commercial real estate loans, 34% were residential real estate loans, 20% were construction and development loans and 1% were other real estate loans. In total these loans make up approximately 98% of the Companys non-performing loans at December 31, 2014. Construction and development lending is generally considered to have relatively high credit risks because the principal is concentrated in a limited number of loans with repayment dependent on the successful completion and operation of the related real estate project. Consequently, the credit quality of many of these loans deteriorated in 2008, 2009 and the first half of 2010 as a result of adverse conditions in the real estate market within the Companys markets. While conditions have stabilized somewhat since the second half of 2010, if residential real estate prices again decline or demand weakens, that could again result in price reductions in home and land values adversely affecting the value of collateral securing the construction and development loans that the Company holds. Renewed adverse economic and real estate market conditions could lead to further increases in non-performing loans and other real estate owned, increased charge offs from the disposition of non-performing assets, increases in provision for loan losses and increases in operating expenses as a result of the allocation of management time and resources to the collection and work out of these loans, all of which would negatively impact the Companys financial condition and results of operations.
35
The Company has significant credit exposure to borrowers that are homebuilders and land developers.
At December 31, 2014, the Company had significant credit exposures to borrowers in certain businesses, including new home builders and land subdividers. Although conditions in the Companys market have improved over the last three years, these industries continue to experience challenges as a result of the continued sluggish economy. If the economic environment in the Companys market weakens in 2015 or beyond, these industry concentrations could result in higher than normal deterioration in credit quality, past dues, loan charge offs and collateral value declines, which could cause the Companys earnings to be negatively impacted. Furthermore, any of the Companys large credit exposures that deteriorate unexpectedly could cause the Company to have to make significant additional loan loss provisions, negatively impacting the Companys earnings.
We expect that foreclosed real estate expense will continue to be a material component of noninterest expense.
As the Company continues to resolve non-performing real estate loans, it continues to have elevated levels of other real estate owned primarily through foreclosures of raw land and foreclosures of properties from commercial real estate developers. Expense related to other real estate owned consists of three types of charges: maintenance costs, valuation adjustments owed on new appraisal values and gains or losses on disposition. These charges will likely remain at above historical levels as the Companys level of other real estate owned remains elevated, and also if local real estate values again begin to decline, negatively affecting the Companys results of operations.
The Company is geographically concentrated in Wilson County, Tennessee and its surrounding counties and changes in local economic conditions could impact its profitability.
The Company operates primarily in Wilson, DeKalb, Smith, Rutherford, Putnam, and Sumner counties and the surrounding counties and substantially all of its loan customers and most of its deposit and other customers live or have operations in this same geographic area. Accordingly, the Companys success significantly depends upon the growth in population, income levels, and deposits in these areas, along with the continued attraction of business ventures to the area and the areas economic stability and strength of the housing market, and its profitability is impacted by the changes in general economic conditions in this market. Economic conditions in the Companys markets, although continuing to stabilize, remain challenging and continue to negatively affect the Companys operations, particularly the real estate construction and development segment of the Companys loan portfolio. Additionally, unemployment levels, though improving, remained elevated in 2014. The Company cannot assure that economic conditions in its markets will improve during 2015 or thereafter, and continued weak economic conditions in the Companys markets could cause the Company to continue to constrict its growth rate, affect the ability of its customers to repay their loans and generally affect the Companys financial condition and results of operations.
The Company is less able than a larger institution to spread the risks of unfavorable local economic conditions across a large number of diversified economies. Moreover, the Company cannot give any assurance that it will benefit from any market growth or return of more favorable economic conditions in its primary market areas if they do occur.
The Company could sustain losses if its asset quality declines.
The Companys earnings are significantly affected by its ability to properly originate, underwrite and service loans. The Company could sustain losses if it incorrectly assesses the creditworthiness of its borrowers or fails to detect or respond to deterioration in asset quality in a timely manner. Problems with asset quality, particularly within the commercial real estate segment of the Companys loan portfolio, could cause the Companys interest income and net interest margin to decrease and its provisions for loan losses and non-interest expenses to increase, which could adversely affect its results of operations and financial condition.
Fluctuations in interest rates could reduce the Companys profitability.
The absolute level of interest rates as well as changes in interest rates may affect the Companys level of interest income, the primary component of its gross revenue, as well as the level of its interest expense. Interest rate fluctuations are caused by many factors which, for the most part, are not under the Companys direct control. For example, national monetary policy plays a significant role in the determination of interest rates. Additionally, competitor pricing and the resulting negotiations that occur with the Companys customers also impact the rates the Company collects on loans and the rates it pays on deposits.
36
As interest rates change, the Company expects that it will periodically experience gaps in the interest rate sensitivities of its assets and liabilities, meaning that either its interest-bearing liabilities (usually deposits and borrowings) will be more sensitive to changes in market interest rates than its interest-earning assets (usually loans and investment securities), or vice versa. In either event, if market interest rates should move contrary to the Companys position, this gap may work against the Company, and its earnings may be negatively affected.
Changes in the level of interest rates also may negatively affect the Companys ability to originate real estate loans, the value of its assets and its ability to realize gains from the sale of its assets, all of which ultimately affect the Companys earnings. A decline in the market value of the Companys assets may limit the Companys ability to borrow additional funds. As a result, the Company could be required to sell some of its loans and investments under adverse market conditions, upon terms that are not favorable to the Company, in order to maintain its liquidity. If those sales are made at prices lower than the amortized costs of the investments, the Company will incur losses.
An inadequate allowance for loan losses would reduce the Companys earnings.
The risk of credit losses on loans varies with, among other things, general economic conditions, the type of loan being made, the creditworthiness of the borrower over the term of the loan and, in the case of a collateralized loan, the value and marketability of the collateral for the loan. Management maintains an allowance for loan losses based upon, among other things, historical experience, an evaluation of economic conditions and regular reviews of delinquencies and loan portfolio quality. Based upon such factors, management makes various assumptions and judgments about the ultimate collectibility of the loan portfolio, provides an allowance for loan losses based upon a percentage of the outstanding balances and takes a charge against earnings with respect to specific loans when their ultimate collectibility is considered questionable. If managements assumptions and judgments prove to be incorrect and the allowance for loan losses is inadequate to absorb losses, the Banks earnings and capital could be significantly and adversely affected.
In addition, federal and state regulators periodically review the Companys loan portfolio and may require it to increase its allowance for loan losses or recognize loan charge-offs. Their conclusions about the quality of the Companys loan portfolio may be different than the Companys. Any increase in the Companys allowance for loan losses or loan charge offs as required by these regulatory agencies could have a negative effect on the Companys operating results. Moreover, additions to the allowance may be necessary based on changes in economic and real estate market conditions, new information regarding existing loans or borrowers, identification of additional problem loans and other factors, both within and outside of the Companys managements control. These additions may require increased provision expense which would negatively impact the Companys results of operations.
Changes that became effective on January 1, 2015 to capital requirements for bank holding companies and depository institutions may negatively impact the Companys and the Banks results of operations.
In July 2013, the FRB and the FDIC approved final rules that substantially amend the regulatory risk-based capital rules applicable to the Company and the Bank. The final rules, which became effective on January 1, 2015, implement the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act.
Various provisions of the Dodd-Frank Act increase the capital requirements of bank holding companies. The leverage and risk-based capital ratios of these entities may not be lower than the leverage and risk-based capital ratios for insured depository institutions. The final rules implementing the Basel III regulatory capital reforms include new minimum risk-based capital and leverage ratios. These rules also refine the definition of what constitutes capital for purposes of calculating those ratios. The new minimum capital level requirements applicable to bank holding companies and banks subject to the rules are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 risk-based capital ratio of 6% (increased from 4%); (iii) a total risk-based capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4% for all institutions. The rules also establish a capital conservation buffer of 2.5% (to be phased in over three years) above the new regulatory minimum capital
37
ratios, and result in the following minimum ratios: (i) a common equity Tier 1 risk-based capital ratio of 7.0%, (ii) a Tier 1 risk-based capital ratio of 8.5%, and (iii) a total risk-based capital ratio of 10.5%. The capital conservation buffer requirement is to be phased in beginning in January 2016 at 0.625% of risk-weighted assets and would increase each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital levels fall below the buffer amounts. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.
The application of more stringent capital requirements for the Company and the Bank, like those implementing the Basel III reforms (particularly the new common equity Tier 1 capital ratio), could, among other things, result in lower returns on invested capital, require the raising of additional capital, and result in regulatory actions if the Company or the Bank were to be unable to comply with such requirements. Furthermore, the imposition of liquidity requirements in connection with the implementation of the final rules regarding Basel III could result in the Company or the Bank having to lengthen the term of their funding, restructure their business models and/or increase their holdings of liquid assets. Implementation of changes to asset risk weightings for risk-based capital calculations, items included or deducted in calculating regulatory capital and/or additional capital conservation buffers could result in management modifying its business strategy and could limit the Companys and the Banks ability to make distributions, including paying dividends or buying back shares.
The effectiveness of the Companys asset management activities are critical to its ability to improve, resolve or liquidate nonperforming loans and other real estate and thereby reduce loan losses and other real estate expense.
In recent years, the Company has undertaken various initiatives to enhance its credit review, loan administration and special asset management and administration procedures, and believes that these enhancements have begun to reduce the levels of the Companys problem and potential problem assets. However, continued improvement is dependent to a degree on market conditions and other factors beyond the Companys control and if the Company is unable to successfully manage its problem and potential problem assets in a timely manner, it could experience materially increased loan losses and other real estate expenses.
The Company is dependent on its information technology and telecommunications systems and third-party servicers, and systems failures, interruptions or breaches of security could have an adverse effect on its financial condition and results of operations.
The Companys operations rely on the secure processing, storage and transmission of confidential and other information in its computer systems and networks. Although the Company takes protective measures and endeavors to modify these systems as circumstances warrant, the security of its computer systems, software and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses or other malicious code and other events that could have a security impact. The Company outsources many of its major systems, such as data processing, loan servicing and deposit processing systems. The failure of these systems, or the termination of a third-party software license or service agreement on which any of these systems is based, could interrupt the Companys operations. Because the Companys information technology and telecommunications systems interface with and depend on third-party systems, the Company could experience service denials if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. If sustained or repeated, a system failure or service denial could result in a deterioration of the Companys ability to process new and renewal loans, gather deposits and provide customer service, compromise its ability to operate effectively, damage its reputation, result in a loss of customer business and/or subject it to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on the Companys financial condition and results of operations.
In addition, the Company provides its customers the ability to bank remotely, including over the Internet. The secure transmission of confidential information is a critical element of remote banking. The Companys network could be vulnerable to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches. The Company may be required to spend significant capital and other resources to protect against the threat of security breaches and computer viruses, or to alleviate problems caused by security breaches or viruses. To the extent that the Companys activities or the activities of its customers involve the storage and transmission of confidential information, security breaches and
38
viruses could expose the Company to claims, litigation and other possible liabilities. Any inability to prevent security breaches or computer viruses could also cause existing customers to lose confidence in the Companys systems and could adversely affect the Companys reputation, results of operations and ability to attract and maintain customers and businesses. In addition, a security breach could also subject the Company to additional regulatory scrutiny, expose it to civil litigation and possible financial liability and cause reputational damage.
Environmental liability associated with commercial lending could result in losses.
In the course of business, the Bank may acquire, through foreclosure, properties securing loans it has originated or purchased which are in default. Particularly in commercial real estate lending, there is a risk that hazardous substances could be discovered on these properties. In this event, the Company, or the Bank, might be required to remove these substances from the affected properties at the Companys sole cost and expense. The cost of this removal could substantially exceed the value of affected properties. The Company and the Bank may not have adequate remedies against the prior owner or other responsible parties and could find it difficult or impossible to sell the affected properties. These events could have a material adverse effect on the Companys business, results of operations and financial condition.
If the federal funds rate remains at current extremely low levels, the Companys net interest margin, and consequently the Companys net earnings, may be negatively impacted.
Because of significant competitive pressures in the Companys market and the negative impact of these pressures on the Companys deposit and loan pricing, coupled with the fact that a significant portion of the Companys loan portfolio has variable rate pricing that moves in concert with changes to the FRBs federal funds rate (which is at an extremely low rate as a result of current economic conditions), the Companys net interest margin may be negatively impacted. Additionally, the amount of non-accrual loans and other real estate owned has been and may continue to be elevated. The Company also expects loan pricing to remain competitive in 2015 and believes that economic factors affecting broader markets will likely result in reduced yields for the Companys investment securities portfolio as prepayments continue to escalate. As a result, the Companys net interest margin, and consequently its profitability, may continue to be negatively impacted in 2015 and beyond.
Liquidity needs could adversely affect the Companys results of operations and financial condition.
The Company relies on dividends from the Bank as its primary source of funds. The primary source of funds of the Bank are customer deposits and loan repayments. While scheduled loan repayments are a relatively stable source of funds, they are subject to the ability of borrowers to repay the loans. The ability of borrowers to repay loans can be adversely affected by a number of factors, including changes in economic conditions, adverse trends or events affecting business industry groups, reductions in real estate values or markets, business closings or lay-offs, inclement weather, natural disasters and international instability. Additionally, deposit levels may be affected by a number of factors, including rates paid by competitors, general interest rate levels, deposit customers views on the Banks financial strength, returns available to customers on alternative investments and general economic conditions. Accordingly, the Company may be required from time to time to rely on secondary sources of liquidity to meet withdrawal demands or otherwise fund operations. Such sources include Federal Home Loan Bank (FHLB) advances and federal funds lines of credit from correspondent banks and the Federal Reserve Bank of Atlanta. While the Company believes that these sources are currently adequate, there can be no assurance they will be sufficient to meet future liquidity demands.
Competition from financial institutions and other financial service providers may adversely affect the Companys profitability.
The banking business is highly competitive and the Company experiences competition in each of its markets from many other financial institutions. The Company competes with commercial banks, credit unions, savings and loan associations, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market funds, and other mutual funds, as well as other community banks and super-regional and national financial institutions that operate offices in the Companys primary
39
market areas and elsewhere. Many of the Companys competitors are well-established, larger financial institutions that have greater resources and lending limits and a lower cost of funds than the Company has.
Additionally, the Company faces competition from similarly sized community banks, including those with senior management who were previously affiliated with other local or regional banks or those controlled by investor groups with strong local business and community ties. These community banks may offer higher deposit rates or lower cost loans in an effort to attract the Companys customers, and may attempt to hire the Companys management and employees.
The Company competes with these other financial institutions both in attracting deposits and in making loans. In addition, the Company has to attract its customer base from other existing financial institutions and from new residents. This competition has made it more difficult for the Company to make new loans and at times has forced the Company to offer higher deposit rates. Price competition for loans and deposits might result in the Company earning less interest on its loans and paying more interest on its deposits, which reduces the Companys net interest income. The Companys profitability depends upon its continued ability to successfully compete with an array of financial institutions in its market areas.
The Companys key management personnel may leave at any time.
The Companys future success depends to a significant extent on the continued service of its key management personnel, especially Randall Clemons, its president and chief executive officer, and Elmer Richerson, the president of the Bank. While the Company does not have employment agreements with any of its personnel and can provide no assurance that it will be able to retain any of its key officers and employees or attract and retain qualified personnel in the future, it has entered into non-competition agreements with such persons which would prevent them in most circumstances, from competing with the Bank for one year following their termination. In addition, these persons are parties to certain deferred compensation, supplemental retirement and equity incentive plans, the benefits of which would cease to accrue upon the termination of the persons employment with the Company or the Bank.
The Company, as well as the Bank, operate in a highly regulated environment that is becoming more so and are supervised and examined by various federal and state regulatory agencies who may adversely affect the Companys ability to conduct business.
The TDFI and the FRB supervise and examine the Bank and the Company, respectively. Because the Banks deposits are federally insured, the FDIC also regulates its activities. These and other regulatory agencies impose certain regulations and restrictions on the Bank, including:
| explicit standards as to capital and financial condition; |
| limitations on the permissible types, amounts and extensions of credit and investments; |
| restrictions on permissible non-banking activities; and |
| restrictions on dividend payments. |
Federal and state regulatory agencies have extensive discretion and power to prevent or remedy unsafe or unsound practices or violations of law by banks and bank holding companies. As a result, the Company must expend significant time and expense to assure that it is in compliance with regulatory requirements and agency practices.
The Company, as well as the Bank, also undergoes periodic examinations by one or more regulatory agencies. Following such examinations, the Company or the Bank may be required, among other things, to make additional provisions to its allowance for loan loss or to restrict its operations. These actions would result from the regulators judgments based on information available to them at the time of their examination. The Banks operations are also governed by a wide variety of state and federal consumer protection
40
laws and regulations. These federal and state regulatory restrictions limit the manner in which the Company and the Bank may conduct business and obtain financing. These laws and regulations can and do change significantly from time to time, and any such changes could adversely affect the Companys results of operations.
National or state legislation or regulation may increase the Companys expenses and reduce earnings.
Federal bank regulators are increasing regulatory scrutiny, and additional restrictions (including those originating from the Dodd-Frank Act) on financial institutions have been proposed or adopted by regulators and by Congress. Changes in federal legislation, regulation or policies, such as bankruptcy laws, deposit insurance, consumer protection laws, and capital requirements, among others, can result in significant increases in the Companys expenses and/or charge-offs, which may adversely affect its earnings. Changes in state or federal tax laws or regulations can have a similar impact. Many state and municipal governments, including the State of Tennessee, are under financial stress due to the economy. As a result, these governments could seek to increase their tax revenues through increased tax levies which could have a meaningful impact on our results of operations. Furthermore, financial institution regulatory agencies continue to be very aggressive in responding to concerns and trends identified in examinations, including the continued issuance of additional formal or informal enforcement or supervisory actions. These actions, whether formal or informal, could result in the Companys or the Banks agreeing to limitations or monetary penalties or to take actions that limit its operational flexibility, restrict its growth or increase its capital or liquidity levels. Failure to comply with any formal or informal regulatory restrictions, including informal supervisory actions, could lead to further regulatory enforcement actions. Negative developments in the financial services industry and the impact of recently enacted or new legislation in response to those developments could negatively impact the Companys operations by restricting its business operations, including its ability to originate or sell loans, and adversely impact its financial performance. In addition, industry, legislative or regulatory developments may cause the Company to materially change its existing strategic direction, capital strategies, compensation or operating plans.
Implementation of the various provisions of the Dodd-Frank Act has resulted in increases in our operating costs and may continue to cause additional increases, and implementation of those provisions of the Dodd-Frank Act that are not yet implemented could have a material effect on our business, financial condition or results of operations.
On July 21, 2010, President Obama signed the Dodd-Frank Act. This landmark legislation includes, among other things, (i) the creation of a Financial Services Oversight Counsel to identify emerging systemic risks and improve interagency cooperation; (ii) the elimination of the Office of Thrift Supervision and the transfer of oversight of federally chartered thrift institutions and their holding companies to the Office of the Comptroller of the Currency and the Federal Reserve; (iii) the creation of a Consumer Financial Protection Agency authorized to promulgate and enforce consumer protection regulations relating to financial products that would affect banks and non-bank finance companies; (iv) the establishment of new capital and prudential standards for banks and bank holding companies; (v) the termination of investments by the U.S. Treasury under the U.S. Treasurys Troubled Asset Relief Program; (vi) enhanced regulation of financial markets, including the derivatives, securitization and mortgage origination markets; (vii) the elimination of certain proprietary trading and private equity investment activities by banks; (viii) the elimination of barriers to de novo interstate branching by banks; (ix) a permanent increase of the previously implemented temporary increase of FDIC deposit insurance to $250,000; (x) the authorization of interest-bearing transaction accounts; and (xi) changes in how the FDIC deposit insurance assessments will be calculated and an increase in the minimum designated reserve ratio for the Deposit Insurance Fund.
Certain provisions of the legislation are not immediately effective or are subject to required studies and implementing regulations. Further, community banks with less than $10 billion in assets (like the Bank) are exempt from certain provisions of the legislation. Although a number of regulations implementing portions of the Dodd-Frank Act have been promulgated, the Company is still unable to predict how the remaining portions of this legislation may be interpreted and enforced or how implementing regulations and supervisory policies may affect it. There can be no assurance that these or future reforms will not significantly increase the Companys compliance or operating costs or otherwise have a significant impact on the Companys business, financial condition and results of operations.
41
The Companys asset valuation may include methodologies, estimations and assumptions which are subject to differing interpretations and could result in changes to asset valuations that may materially adversely affect its results of operations or financial condition.
The Company uses estimates, assumptions, and judgments when financial assets and liabilities are measured and reported at fair value. Assets and liabilities carried at fair value inherently result in a higher degree of financial statement volatility. Fair values and the information used to record valuation adjustments for certain assets and liabilities are based on quoted market prices and/or other observable inputs provided by independent third-party sources, when available. When such third-party information is not available, fair value is estimated primarily by using cash flow and other financial modeling techniques utilizing assumptions such as credit quality, liquidity, interest rates and other relevant inputs. Changes in underlying factors, assumptions, or estimates in any of these areas could materially impact the Companys future financial condition and results of operations.
During periods of market disruption, including periods of significantly rising or high interest rates, rapidly widening credit spreads or illiquidity, it may be difficult to value certain assets if trading becomes less frequent and/or market data becomes less observable. There may be certain asset classes that were in active markets with significant observable data that become illiquid due to the current financial environment. In such cases, certain asset valuations may require more subjectivity and management judgment. As such, valuations may include inputs and assumptions that are less observable or require greater estimation. Further, rapidly changing and unprecedented credit and equity market conditions could materially impact the valuation of assets as reported within the Companys consolidated financial statements and the period-to-period changes in value could vary significantly. Decreases in value may have a material adverse effect on results of operations or financial condition.
Valuation methodologies which are particularly susceptible to the conditions mentioned above include those used to value certain securities in the Companys available for sale investment portfolio such as auction rate securities and non-agency mortgage and asset-backed securities, in addition to non-marketable private equity securities, loans held for sale and intangible assets.
The Companys common stock is thinly traded, and recent prices may not reflect the prices at which the stock would trade in an active trading market.
The Companys common stock is not traded through an organized exchange, but rather is traded in individually-arranged transactions between buyers and sellers. Therefore, recent prices at which the stock has traded may not necessarily reflect the actual value of the Companys common stock. A shareholders ability to sell the shares of Company common stock in a timely manner may be substantially limited by the lack of a trading market for the common stock.
An investment in the Companys common stock is not an insured deposit.
The Companys common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit insurance fund or by any other public or private entity. Investment in the Companys common stock is inherently risky for the reasons described in this Risk Factors section and elsewhere in this report and is subject to the equity market forces like other common stock. As a result, if you acquire the Companys stock, you could lose some or all of your investment.
Item 1B. Unresolved Staff Comments.
None.
42
Item 2. Properties
The Companys main office is owned by the Company and consists of approximately four acres at 623 West Main Street, Lebanon, Tennessee. The building is a two story, brick building, with approximately 35,000 square feet. The lot has approximately 350 feet of road frontage on West Main Street. In addition thereto, the Bank has twenty-five branch locations located at the following locations: 1436 West Main Street, Lebanon, Tennessee; 1444 Baddour Parkway, Lebanon, Tennessee; 200 Tennessee Boulevard, Lebanon, Tennessee; 8875 Stewarts Ferry Pike, Gladeville, Tennessee; 402 Public Square, Watertown, Tennessee; 1476 North Mt. Juliet Road, Mt. Juliet, Tennessee; 11835 Highway 70, Mount Juliet, Tennessee; 1130 Castle Heights Avenue North, Lebanon, Tennessee; 127 McMurry Blvd., Hartsville, Tennessee; the Wal-Mart Supercenter, Lebanon, Tennessee; 440 Highway 109 North, Lebanon, Tennessee; 4736 Andrew Jackson Parkway in Hermitage, Tennessee; 4347 Lebanon Road in Hermitage, Tennessee; 3110 Memorial Blvd in Murfreesboro, Tennessee; 210 Commerce Drive in Smyrna, Tennessee; 2640 South Church Street, Murfreesboro, Tennessee; 217 Donelson Pike, Nashville, Tennessee; 710 NW Broad in Murfreesboro, Tennessee; 576 West Broad Street in Smithville, Tennessee; 306 Brush Creek Road in Alexandria, Tennessee; 1300 Main Street North in Carthage, Tennessee; 7 New Middleton Highway in Gordonsville, Tennessee; 709 South Mt. Juliet Road, Mt. Juliet, Tennessee; 455 West Main Street, Gallatin, Tennessee; 175 East Main Street, Hendersonville, Tennessee; 701 East Spring Street, Cookeville, Tennessee; a Loan Production Office at 393 Maple Street Suite 100-A in Gallatin, Tennessee and a Loan Production Office at 161 Harold court in Franklin, Tennessee.
The Mt. Juliet office contains approximately 16,000 square feet of space; the Castle Heights Office contains 2,400 square feet of space; the Hartsville Office contains 8,000 square feet of space; the Leeville-109 branch contains approximately 4,000 square feet. The Hermitage branch opened in the fall of 1999 and contains 8,000 square feet of space. The Gladeville branch contains approximately 3,400 square feet of space. The Lebanon facility at Tennessee Boulevard was expanded in 1997 to 2,200 square feet of space. The Mt. Juliet facility on Highway 70 was completed in July 2004 and contains approximately 3,450 square feet of space and the Providence facility which was opened in 2011 contains approximately 4,450 square feet of space. The NorthWest Broad Street facility was relocated from a leased office to an office owned by the Bank in 2011 and contains approximately 6,300 square feet of space. The Smyrna office opened in September of 2006 and contains approximately 3,600 square feet of space. The Memorial Blvd office in Murfreesboro opened in October of 2006 and contains approximately 7,800 square feet of space. Also, the South Church Street office in Murfreesboro opened in January 2008 and contains approximately 7,800 square feet of space. Each of the branch facilities of the Bank not otherwise described above contains approximately 1,000 square feet of space.
The Bank also has a facility at 576 West Broad Street in Smithville, Tennessee which was expanded in 2001 and now contains approximately 10,300 square feet of space and a facility at 306 Brush Creek Road in Alexandria, Tennessee which occupies approximately 2,400 square feet of space. The Bank owns both facilities. The Bank also owns a building at 1300 Main Street North, Carthage, Tennessee, which was expanded in 2005 and now contains approximately 11,000 square feet and a second facility in Gordonsville, Tennessee at 7 New Middleton Highway, Gordonsville, Tennessee. The Bank owns a building at 455 West Main Street in Gallatin, Tennessee which occupies approximately 4,800 square feet of space and a building at 175 East Main Street in Hendersonville, Tennessee which occupies approximately 6,300 square feet of space The Bank owns a building at 217 Donelson Pike, Donelson, Tennessee which occupies approximately 8,000 square feet of space. The bank currently leases the facilities for the Cookeville office which opened in late January 2015, but will begin construction on a permanent location in the second quarter of 2015. The Bank owns all of its branch facilities except for the Lebanon facility at Tennessee Boulevard, its space in the Wal-Mart Supercenter, its Loan Production office in Gallatin, and its space in the McKendree Village which are leased. The Bank also leases space at seven locations within Wilson County, DeKalb County, Rutherford County, Davidson County, Smith County and Cannon County where it maintains and operates automatic teller machines.
Item 3. Legal Proceedings
As of the date hereof, other than as set forth below, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party or of which any of its properties are subject; nor are there material proceedings known to the Company or its subsidiaries to be contemplated by any governmental authority; nor are there material proceedings known to the Company or its subsidiaries, pending or contemplated, in which any director, officer or affiliate or any principal security holder of the Company or any of its subsidiaries or any associate of any of the foregoing, is a party or has an interest adverse to the Company or any of its subsidiaries.
43
During the fourth quarter of 2012, the Bank was served with a complaint filed in the Circuit Court of Rutherford County, Tennessee in the matter Tony M. Hinson and Amanda H. Gallagher vs. Wilson Bank and Trust, et al. (Civil Action No. 65380). The complaint alleges violations of the Tennessee Consumer Protection Act, common law and statutory fraud, forgery, and unauthorized alteration, breach of contract, business libel and defamation and breach of fiduciary duty arising out of alleged improper conduct by a former officer of the Bank related to certain lending transactions with the plaintiffs. The plaintiffs are seeking, among other remedies, injunctive relief, compensatory and punitive damages in the amount of $10,000,000, treble damages and the recovery of attorneys fees and costs. On November 21, 2012, the Bank filed a motion to dismiss the complaint the complaint, which was denied on August 23, 2013. The Bank filed an answer on and counterclaim on October 11, 2013 and the parties are currently in the discovery process. We cannot say at this time what effect the discovery process will have on the litigation but the Bank believes that this action is without merit and intends to defend itself vigorously. However, this action, if successful, could adversely affect the Company and could have a material adverse effect on the Companys business, results of operations, financial condition and cash flows.
Item 4. Mine Safety Disclosures
Not Applicable.
PART II
Item 5. Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchasers of Equity Securities
Information required by this item is contained under the heading Holding Company & Stock Information on page 91 of the Companys 2014 Annual Report and is incorporated herein by reference.
The Company did not repurchase any shares of its common stock during the quarter ended December 31, 2014.
Item 6. Selected Financial Data
Information required by this item is contained under the heading Wilson Bank Holding Company Financial Highlights (Unaudited) on page 15 of the Companys 2014 Annual Report and is incorporated herein by reference.
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Information required by this item is contained under the heading Managements Discussion and Analysis of Financial Condition and Results of Operations as set forth on pages 16 through 41 of the Companys 2014 Annual Report and is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Information required by this item is contained under the heading Managements Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk as set forth on page 35 of the Companys 2014 Annual Report and is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements and the independent auditors report of Maggart & Associates, P.C. required by this item are contained in pages 44 through 90 of the Companys 2014 Annual Report and are incorporated herein by reference.
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
None.
44
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the Exchange Act), that are designed to ensure that information required to be disclosed by it in the reports that if files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms and that such information is accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures were effective.
Management Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys internal control system was designed to provide reasonable assurance to the Companys management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
The Companys management assessed the effectiveness of the Companys internal control over financial reporting as of December 31, 2014. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).
Based on that assessment, management concluded that, as of December 31, 2014, the Companys internal control over financial reporting was effective based on those criteria.
The Companys independent registered public accounting firm has issued an attestation report on the Companys internal control over financial reporting, which report is contained on pages 42 and 43 of Wilson Bank Holding Companys 2014 Annual Report and is incorporated herein by reference.
Changes in Internal Controls
No changes were made to the Companys internal control over financial reporting during the quarter ended December 31, 204 that have materially affected, or that are reasonably likely to materially affect, the Companys internal control over financial reporting.
Item 9B. Other Information
None.
45
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item with respect to directors is incorporated herein by reference to the sections entitled Item-1 Election of Directors-Information Concerning Nominees and Item-1 Election of Directors-Director Qualifications in the Companys definitive proxy materials filed in connection with the Companys 2015 Annual Meeting of Shareholders. The information required by this item with respect to executive officers is set forth below:
James Randall Clemons (62)Mr. Clemons is President and Chief Executive Officer of the Company and the Chief Executive Officer of the Bank. Mr. Clemons also serves on the Board of Directors of the Company and the Bank. He has held such positions with the Company since its formation in March 1992 and has held his Bank positions since the Bank commenced operations in May 1987. Prior to that time, Mr. Clemons served as Senior Vice President and Cashier for Peoples Bank, Lebanon, Tennessee.
Elmer Richerson (62)Mr. Richerson joined the Bank in February 1989. Prior to such time, Mr. Richerson was the manager of the Lebanon branch of Heritage Federal Savings and Loan Association from March 1988 to February 1989. From September 1986 until March 1988, Mr. Richerson was a liquidation assistant for the Federal Deposit Insurance Corporation. Since May 2002, Mr. Richerson has served as President of the Bank. From 1997 to May 2002, Mr. Richerson served as an Executive Vice President and Senior Loan Officer of the Bank and oversaw the branch administration for the Bank. Mr. Richerson also serves on the Board of Directors of the Bank and in 1998 was elected to serve on the Board of Directors of the Company as well.
Gary Whitaker (57)Mr. Whitaker joined the Bank in May 1996. Prior to that time Mr. Whitaker was employed with NationsBank of Tennessee, N.A. in Nashville (and its predecessors) from 1979. He has held positions in collections, as branch manager, in construction lending, retail marketing, automobile lending, loan administration, operations analyst, as Vice President, Senior Vice President and most recently as Executive Vice President since 2002. His principal duties include overseeing the Banks lending function and loan operations.
Lisa Pominski (50)Ms. Pominski is Senior Vice President and the Chief Financial Officer of the Bank and the Company and is the Companys principal financial and accounting officer. Ms. Pominski has held several positions including Asst. Cashier, Asst. Vice President and Vice President since the Banks formation in May of 1987. Prior to 1987 Ms. Pominski was employed by Peoples Bank, Lebanon, TN.
John McDearman (46)Mr. McDearman joined the Bank in November of 1998. He has held positions in branch administration and commercial lending. From November 2002 to January 2009, he held the position of Senior Vice President-Central Division of the Bank. Currently he serves as Executive Vice President, a position he has held since January 2009. Prior to joining the Bank in 1998 he was Assistant Vice President, Banking Center Manager for NationsBank, Chattanooga, TN, a position he held from 1994 to 1998. His primary duties include the continuing development of the commercial loan portfolio and the supervision of the Sumner County offices.
All officers serve at the pleasure of the Board of Directors. No officers are involved in any legal proceedings which are material to an evaluation of their ability and integrity.
The Company has adopted a code of conduct for its senior executive and financial officers (the Code of Conduct), a copy of which will be provided to any person, without charge, upon request to the Company at 623 West Main Street, Lebanon, Tennessee 37087, Attention: Corporate Secretary. The Company will make any legally required disclosures regarding amendments to, or waivers of, provisions of its Code of Conduct either in a Current Report on Form 8-K or on its website, in each case in accordance with the rules and regulations of the SEC.
46
The information required by this item with respect to the Companys audit committee and any audit committee financial expert is incorporated herein by reference to the section entitled Item-1 Election of Directors Description of the Board and Committees of the Board in the Companys definitive proxy materials filed in connection with the 2015 Annual Meeting of Shareholders.
The information required by this item with respect to compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the Section entitled Item-1 Election of Directors Compliance with Section 16(a) of the Securities Exchange Act of 1934 in the Companys definitive proxy materials filed in connection with the 2015 Annual Meeting of Shareholders.
Item 11. Executive Compensation
Information required by this item is incorporated herein by reference to the sections entitled Executive Compensation and Personnel Committee Interlocks and Insider Participation in the Companys definitive proxy materials filed in connection with the 2015 Annual Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this item is incorporated herein by reference to the section entitled Stock Ownership in the Companys definitive proxy materials filed in connection with the 2015 Annual Meeting of Shareholders.
The following table summarizes information concerning the Companys equity compensation plans at December 31, 2014 and has been adjusted to reflect the Companys two-for-one stock split in the form of a 100% stock dividend paid on October 30, 2003 and a four for three stock split in the form of a stock dividend paid on May 31, 2007:
Plan Category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) |
|||||||||
Equity compensation plans approved by shareholders |
43,569 | $ | 38.03 | 37,250 | ||||||||
Equity compensation plans not approved by shareholders |
| | | |||||||||
|
|
|
|
|
|
|||||||
Total |
43,569 | $ | 38.03 | 37,250 |
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by this item with respect to certain relationships and related transactions is incorporated herein by reference to the section entitled Certain Relationships and Related Transactions in the Companys definitive proxy materials filed in connection with the 2015 Annual Meeting of Shareholders.
Information required by this item with respect to director independence is incorporated herein by reference to the section entitled Item-1 Election of Directors Director Independence in the Companys definitive proxy materials filed in connection with the 2015 Annual Meeting of Shareholders.
47
Item 14. Principal Accountant Fees and Services
Information required by this item is incorporated herein by reference to the section entitled Item-2 Ratification of the Appointment of the Independent Registered Public Accounting Firm in the Companys definitive proxy materials filed in connection with the 2015 Annual Meeting of Shareholders.
Item 15. Exhibits, Financial Statement Schedules
(a)(1) | Financial Statements. See Item 8. |
(a)(2) | Financial Statement Schedules. Not applicable. |
(a)(3) | Exhibits. See Index to Exhibits. |
48
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.
WILSON BANK HOLDING COMPANY | ||
By: | /s/ J. Randall Clemons | |
J. Randall Clemons | ||
President and Chief Executive Officer | ||
Date: | March 13, 2015 |
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 and on the dates indicated.
Signature |
Title |
Date | ||
/s/ J. Randall Clemons J. Randall Clemons |
President, Chief Executive Officer and Director (Principal Executive Officer) | March 13, 2015 | ||
/s/ Lisa Pominski Lisa Pominski |
Chief Financial Officer (Principal Financial and Accounting Officer) | March 13, 2015 | ||
/s/ H. Elmer Richerson H. Elmer Richerson |
Executive Vice President & Director | March 13, 2015 | ||
/s/ Charles Bell Charles Bell |
Director | March 13, 2015 | ||
/s/ Jack W. Bell Jack W. Bell |
Director | March 13, 2015 | ||
/s/ Mackey Bentley Mackey Bentley |
Director | March 13, 2015 | ||
/s/ James F. Comer James F. Comer |
Director | March 13, 2015 | ||
/s/ Jerry L. Franklin Jerry L. Franklin |
Director | March 13, 2015 |
49
/s/ John B. Freeman John B. Freeman |
Director | March 13, 2015 | ||
/s/ William P. Jordan William P. Jordan |
Director | March 13, 2015 | ||
/s/Harold R. Patton Harold R. Patton |
Director | March 13, 2015 | ||
/s/ James Anthony Patton James Anthony Patton |
Director | March 13, 2015 |
50
INDEX TO EXHIBITS
2.1 | Agreement and Plan of Merger dated November 16, 2004, among Wilson Bank Holding Company, Wilson Bank and Trust and DeKalb Community Bank. (Pursuant to Item 601(b)(2) of Regulation S-K, the Schedules to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request.) (incorporated herein by reference to Exhibit 2.1 of the Companys Registration Statement on Form S-4 (Registration No. 333-121943)). | |
2.2 | Agreement and Plan of Merger dated November 16, 2004, among Wilson Bank Holding Company, Wilson Bank and Trust and Community Bank of Smith County. (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request.) (incorporated herein by reference to Exhibit 2.1 of the Companys Registration Statement on Form S-4 (Registration No. 333-122534)). | |
3.1 | Charter of Wilson Bank Holding Company, as amended (restated for SEC electronic filling purposes only) (incorporated herein by reference to Exhibit 3.1 of the Companys Registration Statement on Form S-4 (Registration No. 333-121943)). | |
3.2 | Bylaws of Wilson Bank Holding Company, as amended (restated for SEC electronic filling purposes only) (incorporated herein by reference to Exhibit 3.2 of the Companys Registration Statement on Form S-4 (Registration No. 333-121943)). | |
4.1 | Specimen Common Stock Certificate. (incorporated herein by reference to Exhibit 4.1 of the Companys Registration Statement on Form S-4 (Registration No. 333-121943)). | |
10.1 | Wilson Bank Holding Company 1999 Stock Option Plan (incorporated herein by reference to Exhibit 4 of the Companys Registration Statement on Form S-8 (Registration No. 333-32442)).* | |
10.2 | Wilson Bank Holding Company 2009 Stock Option Plan (incorporated herein by reference to Exhibit 4.3 of the Companys Registration Statement on Form S-8 (Registration No. 333-158621)).* | |
10.3 | Form of Wilson Bank Holding Company Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.7 of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 000-20402)).* | |
10.4 | Amendment, dated December 30, 2008, to Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and J. Randall Clemons (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed with the SEC on January 6, 2009 (File No. 000-20402)).* | |
10.5 | Amendment, dated December 30, 2008, to Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Elmer Richerson (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed with the SEC on January 6, 2009 (File No. 000-20402)).* | |
10.6 | Amendment, dated December 30, 2008, to Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Lisa T. Pominski (incorporated by reference to Exhibit 10.3 the Companys Current Report on Form 8-K filed with the SEC on January 6, 2009).* | |
10.7 | Amendment, dated December 30, 2008, to Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Gary Whitaker (incorporated by reference to Exhibit 10.5 of the Companys Current Report on Form 8-K filed with the SEC on January 6, 2009 (File No. 000-20402)).* |
51
10.8 | Amendment, dated December 30, 2008, to Executive Salary Continuation Agreement dated as of January 1, 2006, by and between Wilson Bank and Trust and John C. McDearman III (incorporated by reference to Exhibit 10.6 of the Companys Current Report on Form 8-K filed with the SEC on January 6, 2009 (File No. 000-20402)).* | |
10.9 | Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and J. Randall Clemons (incorporated by reference to Exhibit 10.7 of the Companys Current Report on Form 8-K filed with the SEC on January 6, 2009 (File No. 000-20402)).* | |
10.10 | Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Elmer Richerson (incorporated by reference to Exhibit 10.8 of the Companys Current Report on Form 8-K filed with the SEC on January 6, 2009 (File No. 000-20402)).* | |
10.11 | Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Lisa T. Pominski (incorporated by reference to Exhibit 10.9 of the Companys Current Report on Form 8-K filed with the SEC on January 6, 2009 (File No. 000-20402)).* | |
10.12 | Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Gary Whitaker (incorporated by reference to Exhibit 10.11 of the Companys Current Report on Form 8-K filed with the SEC on January 6, 2009 (File No. 000-20402)).* | |
10.13 | Executive Salary Continuation Agreement dated as of July 28, 2006, by and between Wilson Bank and Trust and John C. McDearman III (incorporated by reference to Exhibit 10.12 of the Companys Current Report on Form 8-K filed with the SEC on January 6, 2009 (File No. 000-20402)).* | |
10.14 | Amendment, dated November 23, 2012, to Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and J. Randall Clemons (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.15 | Amendment, dated November 23, 2012, to Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Elmer Richerson (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.16 | Amendment, dated November 23, 2012, to Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Lisa T. Pominski (incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.17 | Amendment, dated November 23, 2012, to Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Gary Whitaker (incorporated by reference to Exhibit 10.4 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.18 | Amendment, dated November 23, 2012, to Executive Salary Continuation Agreement dated as of January 1, 2006, by and between Wilson Bank and Trust and John C. McDearman III (incorporated by reference to Exhibit 10.5 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.19 | Second Amendment, dated November 23, 2012 to Wilson Bank and Trust Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement dated October 7, 2002 by and between Wilson Bank and Trust and J. Randall Clemons (incorporated by reference to Exhibit 10.6 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* |
52
10.20 | Second Amendment, dated November 23, 2012 to Wilson Bank and Trust Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement dated October 7, 2002 by and between Wilson Bank and Trust and Elmer Richerson (incorporated by reference to Exhibit 10.7 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.21 | Second Amendment, dated November 23, 2012 to Wilson Bank and Trust Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement dated October 7, 2002 by and between Wilson Bank and Trust and Lisa T. Pominski (incorporated by reference to Exhibit 10.8 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.22 | Second Amendment, dated November 23, 2012 to Wilson Bank and Trust Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement dated October 7, 2002 by and between Wilson Bank and Trust and Gary Whitaker (incorporated by reference to Exhibit 10.9 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.23 | Amendment, dated November 23, 2012 to Wilson Bank and Trust Life Insurance Endorsement Method Split Dollar Plan Agreement dated as of July 28, 2006 by and between Wilson Bank and John C. McDearman III (incorporated by reference to Exhibit 10.10 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.24 | Supplemental Executive Retirement Plan Agreement, dated November 23, 2012, by and between Wilson Bank and Trust and J. Randall Clemons (incorporated by reference to Exhibit 10.11 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.25 | Supplemental Executive Retirement Plan Agreement, dated November 23, 2012, by and between Wilson Bank and Trust and Elmer Richerson (incorporated by reference to Exhibit 10.12 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.26 | Supplemental Executive Retirement Plan Agreement, dated November 23, 2012, by and between Wilson Bank and Trust and Lisa T. Pominski (incorporated by reference to Exhibit 10.13 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.27 | Supplemental Executive Retirement Plan Agreement, dated November 23, 2012, by and between Wilson Bank and Trust and Gary Whitaker (incorporated by reference to Exhibit 10.14 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.28 | Supplemental Executive Retirement Plan Agreement, dated November 23, 2012, by and between Wilson Bank and Trust and John C. McDearman III (incorporated by reference to Exhibit 10.15 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.29 | Amendment, dated August 21, 2003 to Wilson Bank and Trust Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement dated October 7, 2002, by and between Wilson Bank and Trust and J. Randall Clemons (incorporated by reference to Exhibit 10.16 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.30 | Amendment, dated August 21, 2003 to Wilson Bank and Trust Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement dated October 7, 2002, by and between Wilson Bank and Trust and Elmer Richerson (incorporated by reference to Exhibit 10.17 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.31 | Amendment, dated August 21, 2003 to Wilson Bank and Trust Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement dated October 7, 2002, by and between Wilson Bank and Trust and Lisa T. Pominski (incorporated by reference to Exhibit 10.13 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* |
53
10.32 | Amendment, dated August 21, 2003 to Wilson Bank and Trust Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement dated October 7, 2002, by and between Wilson Bank and Trust and Gary Whitaker (incorporated by reference to Exhibit 10.19 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.33 | Wilson Bank and Trust Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement dated October 7, 2002, by and between Wilson Bank and Trust and J. Randall Clemons (incorporated by reference to Exhibit 10.20 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.34 | Wilson Bank and Trust Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement dated October 7, 2002, by and between Wilson Bank and Trust and Elmer Richerson (incorporated by reference to Exhibit 10.21 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.35 | Wilson Bank and Trust Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement dated October 7, 2002, by and between Wilson Bank and Trust and Lisa T. Pominski (incorporated by reference to Exhibit 10.22 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.36 | Wilson Bank and Trust Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement dated October 7, 2002, by and between Wilson Bank and Trust and Gary Whitaker (incorporated by reference to Exhibit 10.23 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.37 | Wilson Bank and Trust Life Insurance Endorsement Method Split Dollar Plan Agreement dated July 28, 2006, by and between Wilson Bank and Trust and John C. McDearman III (incorporated by reference to Exhibit 10.24 of the Companys Current Report on Form 8-K filed with the SEC on November 29, 2012).* | |
10.38 | Executive Survivor Income Agreement, dated April 14, 2014, by and between the Bank and Lisa Pominski (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed with the SEC on April 18, 2014). | |
10.39 | Executive Survivor Income Agreement, dated April 14, 2014, by and between the Bank and Gary Whitaker (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed with the SEC on April 18, 2014). | |
10.40 | Executive Survivor Income Agreement, dated April 14, 2014, by and between the Bank and John C. McDearman, III (incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K filed with the SEC on April 18, 2014). | |
10.41 | Director Survivor Income Agreement, dated April 14, 2014, by and between the Bank and J. Randall Clemons (incorporated by reference to Exhibit 10.4 of the Companys Current Report on Form 8-K filed with the SEC on April 18, 2014). | |
10.42 | Director Survivor Income Agreement, dated April 14, 2014, by and between the Bank and H. Elmer Richerson (incorporated by reference to Exhibit 10.5 of the Companys Current Report on Form 8-K filed with the SEC on April 18, 2014). | |
10.43 | Director Survivor Income Agreement, dated April 14, 2014, by and between the Bank and Jack Bell (incorporated by reference to Exhibit 10.6 of the Companys Current Report on Form 8-K filed with the SEC on April 18, 2014). |
54
10.44 | Director Survivor Income Agreement, dated April 14, 2014, by and between the Bank and James Comer (incorporated by reference to Exhibit 10.7 of the Companys Current Report on Form 8-K filed with the SEC on April 18, 2014). | |
10.45 | Director Survivor Income Agreement, dated April 14, 2014, by and between the Bank and James Patton (incorporated by reference to Exhibit 10.8 of the Companys Current Report on Form 8-K filed with the SEC on April 18, 2014). | |
13.1 | Selected Portions of the Wilson Bank Holding Company Annual Report to Shareholders for the year ended December 31, 2014 incorporated by reference into items 1, 5, 6, 7, 7A and 8. | |
21.1 | Subsidiaries of the Company. | |
23.1 | Consent of Independent Registered Public Accounting Firm. | |
31.1 | Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101 | Interactive Data File. |
* | Management compensatory plan or contract |
55
Exhibit 13.1
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Forward-Looking Statements
This report contains certain forward-looking statements regarding, among other things, the anticipated financial and operating results of the Company. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly release any modifications or revisions to these forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions investors that future financial and operating results may differ materially from those projected in forward-looking statements made by, or on behalf of, the Company. The words expect, intend, should, may, could, believe, suspect, anticipate, seek, plan, estimate and similar expressions are intended to identify such forward-looking statements, but other statements not based on historical fact may also be considered forward-looking. Such forward-looking statements involve known and unknown risks and uncertainties, including, but not limited to those described in the Companys Annual Report on Form 10-K for the year ended December 31, 2014, and also include, without limitation, (i) deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for these losses, (ii) renewed deterioration in the real estate market conditions in the Companys market areas, (iii) increased competition with other financial institutions, (iv) the deterioration of the economy in the Companys market areas, (v) continuation of the extremely low short-term interest rate environment or rapid fluctuations in short-term interest rates, (vi) significant downturns in the business of one or more large customers, (vii) the inability of the Company to comply with regulatory capital requirements, including those resulting from recently adopted changes to capital calculation methodologies and required capital maintenance levels; (viii) changes in state or Federal regulations, policies, or legislation applicable to banks and other financial service providers, including regulatory or legislative developments arising out of current unsettled conditions in the economy, including implementation of the Dodd Frank Wall Street Reform and Consumer Protection Act, (ix) changes in capital levels and loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments, (x) inadequate allowance for loan losses, (xi) potential for additional losses, if any, related to the lawsuits described below under Part I, Item 3, Legal Proceedings of the Companys Annual Report on Form 10-K for the year ended December 31, 2014., (xii) the effectiveness of the Companys activities in improving, resolving or liquidating lower quality assets, (xiii) results of regulatory examinations, (xiv) the vulnerability of our network and online banking portals to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches; (xv) the possibility of additional increases to compliance costs as a result of increased regulatory oversight; and (xvi) loss of key personnel. These risks and uncertainties may cause the actual results or performance of the Company to be materially different from any future results or performance expressed or implied by such forward-looking statements. The Companys future operating results depend on a number of factors which were derived utilizing numerous assumptions that could cause actual results to differ materially from those projected in forward-looking statements.
General
The Company is a registered bank holding company that owns 100% of the common stock of Wilson Bank and Trust (Wilson Bank), a state bank headquartered in Lebanon, Tennessee. The Company was formed in 1992.
Wilson Bank is a community bank headquartered in Lebanon, Tennessee, serving Wilson County, DeKalb County, Smith County, Trousdale County, Rutherford County, the eastern part of Davidson County, and Sumner County, Tennessee as its primary market areas. Generally, this market is the eastern portion of the Nashville-Davidson-Murfreesboro-Franklin, Tennessee metropolitan statistical area. At December 31, 2014, Wilson Bank had twenty-five locations in Wilson, Davidson, DeKalb, Smith, Sumner, Rutherford and Trousdale Counties. The Bank opened its twenty sixth office in Putnam County in late January 2015. Management believes that these counties offer an environment for continued growth, and the Companys target market is local consumers, professionals and small businesses. Wilson Bank offers a wide range of banking services, including checking, savings and money market deposit accounts, certificates of deposit and loans for consumer, commercial and real estate purposes. The Company also offers an investment center which offers a full line of investment services to its customers.
The following discussion and analysis is designed to assist readers in their analysis of the Companys consolidated financial statements and should be read in conjunction with such consolidated financial statements.
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Critical Accounting Estimates
The accounting principles we follow and our methods of applying these principles conform with U.S. generally accepted accounting principles and with general practices within the banking industry. In connection with the application of those principles, we have made judgments and estimates which, in the case of the determination of our allowance for loan losses and the assessment of impairment of the intangibles resulting from our mergers with Dekalb Community Bank and Community Bank of Smith County in 2005 have been critical to the determination of our financial position and results of operations. Additional information regarding significant accounting policies is described in Note 1 to the Financial Statements for the year ended December 31, 2014 in the Companys Annual Report on Form 10-K.
Allowance for Loan Losses (allowance)Our management assesses the adequacy of the allowance prior to the end of each calendar quarter. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon managements evaluation of the loan portfolio, past loan loss experience, current asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrowers ability to repay (including the timing of future payment), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. 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. Loan losses are charged off when management believes that the full collectability of the loan is unlikely. A loan may be partially charged-off after a confirming event has occurred which serves to validate that full repayment pursuant to the terms of the loan is unlikely. Allocation of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in managements judgment, is deemed to be uncollectible.
A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Collection of all amounts due according to the contractual terms means that both the interest and principal payments of a loan will be collected as scheduled in the loan agreement.
An impairment allowance is recognized if the fair value of the loan is less than the recorded investment in the loan (recorded investment in the loan is the principal balance plus any accrued interest, net of deferred loan fees or costs and unamortized premium or discount). The impairment is recognized through the allowance. Loans that are impaired are recorded at the present value of expected future cash flows discounted at the loans effective interest rate, or if the loan is collateral dependent, impairment measurement is based on the fair value of the collateral, less estimated disposal costs. If the measure of the impaired loan is less than the recorded investment in the loan, the Company recognizes an impairment by creating a valuation allowance with a corresponding charge to the provision for loan losses or by adjusting an existing valuation allowance for the impaired loan with a corresponding charge or credit to the provision for loan losses. Management believes it follows appropriate accounting and regulatory guidance in determining impairment and accrual status of impaired loans.
The level of allowance maintained is believed by management to be adequate to absorb probable losses inherent in the portfolio at the balance sheet date. The allowance is increased by provisions charged to expense and decreased by charge-offs, net of recoveries of amounts previously charged-off.
In assessing the adequacy of the allowance, we also consider the results of our ongoing loan review process. We undertake this process both to ascertain whether there are loans in the portfolio whose credit quality has weakened over time and to assist in our overall evaluation of the risk characteristics of the entire loan portfolio. Our loan review process includes the judgment of management, the input from our independent loan reviewers, and reviews that may have been conducted by bank regulatory agencies as part of their usual examination process. We incorporate loan review results in the determination of whether or not it is probable that we will be able to collect all amounts due according to the contractual terms of a loan.
As part of managements quarterly assessment of the allowance, management divides the loan portfolio into twelve segments based on bank call reporting requirements. Each segment is then analyzed such that an allocation of the allowance is estimated for each loan segment.
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The allowance allocation begins with a process of estimating the probable losses in each of the twelve loan segments. The estimates for these loans are based on our historical loss data for that category over the last twelve quarters.
The estimated loan loss allocation for all twelve loan portfolio segments is then adjusted for several environmental factors. The allocation for environmental factors is particularly subjective and does not lend itself to exact mathematical calculation. This amount represents estimated probable inherent credit losses which exist, but have not yet been identified, as of the balance sheet date, and are based upon quarterly trend assessments in delinquent and nonaccrual loans, unanticipated charge-offs, credit concentration changes, prevailing economic conditions, changes in lending personnel experience, changes in lending policies or procedures and other influencing factors. These environmental factors are considered for each of the twelve loan segments, and the allowance allocation, as determined by the processes noted above for each component, is increased or decreased based on the incremental assessment of these various environmental factors.
We then test the resulting allowance by comparing the balance in the allowance to industry and peer information. Our management then evaluates the result of the procedures performed, including the result of our testing, and concludes on the appropriateness of the balance of the allowance in its entirety. The board of directors reviews and approves the assessment prior to the filing of quarterly and annual financial information.
Impairment of Intangible AssetsLong-lived assets, including purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated.
Goodwill and intangible assets that have indefinite useful lives are evaluated for impairment annually and are evaluated for impairment more frequently if events and circumstances indicate that the asset might be impaired. That annual assessment date is December 31. An impairment loss is recognized to the extent that the carrying amount exceeds the assets fair value. The Company first has the option to perform a qualitative assessment of goodwill to determine if impairment has occurred. Based upon the qualitative assessment, if the fair value of goodwill exceeds the carrying value, the evaluation of goodwill is complete. If the qualitative assessment indicates that impairment is present, the goodwill impairment analysis continues with a two-step test. The first step, used to identify potential impairment, involves comparing each reporting units estimated fair value to its carrying value, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying value, goodwill is considered not to be impaired. If the carrying value exceeds estimated fair value, there is an indication of potential impairment and the second step is performed to measure the amount of impairment.
If required, the second step involves calculating an implied fair value of goodwill for each reporting unit for which the first step indicated potential impairment. The implied fair value of goodwill is determined in a manner similar to the amount of goodwill calculated in a business combination, by measuring the excess of the estimated fair value of the reporting unit, as determined in the first step, over the aggregate estimated fair values of the individual assets, liabilities and identifiable intangibles as if the reporting unit was being acquired in a business combination. If the implied fair value of goodwill exceeds the carrying value of goodwill assigned to the reporting unit, there is no impairment. If the carrying value of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess. An impairment loss cannot exceed the carrying value of goodwill assigned to a reporting unit, and the loss establishes a new basis in the goodwill.
Other-than-temporary ImpairmentImpaired securities are assessed quarterly for the presence of other-than-temporary impairment (OTTI). A decline in the fair value of any available-for-sale or held-to-maturity security below cost that is deemed to be other-than-temporary results in a reduction in the carrying amount of the security. To determine whether OTTI has occurred, management considers factors such as (1) length of time and extent that fair value has been less than cost, (2) the financial condition and near term prospects of the issuer, and (3) the Banks ability and intent to hold the security for a period sufficient to allow for an anticipated recovery in fair value. If management deems a security to be OTTI, management reviews the present value of the future cash flows associated with the security. A shortfall of the present value of the cash flows expected to be collected in relation to the amortized cost basis is referred to as a credit loss. If a credit loss is identified, the credit loss is recognized as a charge to earnings and a new cost
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
basis for the security is established. If management concludes that no credit loss exists and it is not more-likely-than-not that the Company will be required to sell the security before the recovery of the securitys cost basis, then the security is not deemed OTTI and the shortfall is recorded as a component of equity.
Results of Operations
Net earnings for the year ended December 31, 2014 were $20,777,000, an increase of $4,908,000, or 30.9%, compared to net earnings of $15,869,000 for 2013. Our 2013 net earnings were 30.6%, or $3,721,000, above our net earnings of $12,148,000 for 2012. Basic earnings per share were $2.75 in 2014, compared with $2.12 in 2013 and $1.65 in 2012. Diluted earnings per share were $2.75 in 2014, compared to $2.12 in 2013 and $1.65 in 2012. Net yield on earning assets for the year ended December 31, 2014 was 3.75%, compared to 3.74% and 3.84% for the years ended December 31, 2013 and December 31, 2012, respectively. Net interest spread for the year ended December 31, 2014 was 3.65%, compared to 3.62% and 3.71% for the years ended December 31, 2013 and December 31, 2012, respectively. See below for further discussion regarding variances related to net interest income, provision for loan losses, non-interest income, non-interest expense and income taxes.
Net Interest Income
Net interest income represents the amount by which interest earned on various earning assets exceeds interest paid on deposits and other interest-bearing liabilities and is the most significant component of the Companys earnings. Total interest income in 2014 was $74,380,000, compared with $71,814,000 in 2013 and $72,361,000 in 2012, in each case excluding tax exempt adjustments relating to tax exempt securities. The increase in total interest income in 2014 was primarily attributable to higher yields on taxable securities. The ratio of average earning assets to total average assets was 95.7%, 96.2% and 93.8% for each of the years ended December 31, 2014, 2013 and 2012, respectively. Average earning assets increased $92,631,000 from December 31, 2013 to December 31, 2014. The average rate earned on earning assets for 2014 was 4.32%, compared with 4.40% in 2013 and 4.77% in 2012. The decrease in yields is a direct reflection of the rate cuts implemented by the Federal Reserve Open Market Committee beginning in August 2007 that continued throughout 2014. However, the decreases in earning asset yields were offset by a decrease in cost of deposits, which when coupled with growth in interest earning assets led to an overall increase in net interest income.
Interest earned on earning assets does not include any interest income which would have been recognized on non-accrual loans if such loans were performing. The amount of interest not recognized on non-accrual loans totaled $39,000 in 2014, $296,000 in 2013 and $775,000 in 2012. Total interest expense for 2014 was $9,768,000, a decrease of $1,111,000, or 10.2%, compared to total interest expense of $10,879,000 in 2013. The decrease in 2014 was primarily due to a decrease in the rates paid on deposits, particularly time deposits, reflecting the low interest rate environment and a continued shift in the mix of deposits from certificates of deposits and individual retirement accounts to transaction and money market accounts. Total interest expense decreased from $14,107,000 in 2012 to $10,879,000 in 2013, a decrease of $3,228,000, or 22.9% reflecting similar shifts in deposit mix and reductions in rates paid.
Net interest income for 2014 totaled $64,612,000 as compared to $60,935,000 and $58,254,000 in 2013 and 2012, respectively. The net interest spread, defined as the effective yield on earning assets less the effective cost of deposits and borrowed funds (calculated on a fully taxable equivalent basis), increased to 3.65% in 2014 from 3.62% in 2013. The net interest spread was 3.71% in 2012. Net yield on earning assets for 2014 and 2013 was 3.75% and 3.74%, respectively, down from 3.84% in 2012. The increase in net yield on earning assets resulted from Wilson Banks ability to lower deposit costs. The Company believes that the Federal Reserve Board will maintain the current discount rate throughout most of 2015. Changes in interest rates paid on products such as interest checking, savings, and money market accounts will generally increase or decrease in a manner that is consistent with changes in the short-term environment. The Companys liabilities are positioned to re-price faster than its assets such that a short-term declining rate environment should have a positive impact on the Companys earnings as its interest expense decreases faster than interest income. Conversely, a rising rate environment could have a short-term negative impact on margins as many of the Companys loans have rate floors, thus deposits would likely re-price faster than loans. Management regularly monitors the deposit rates of the Companys competitors and these rates continue to put pressure on the Companys deposit pricing. This pressure could negatively impact the Companys net interest margin and earnings if future short-term rates begin to rise.
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Provision for Loan Losses
The provision for loan losses represents a charge to earnings necessary to establish an allowance for loan losses that, in managements evaluation, is adequate to provide coverage for estimated losses on outstanding loans and to provide for uncertainties in the economy. The 2014 provision for loan losses was $498,000, a decrease of $1,679,000 from the provision of $2,177,000 in 2013. The decrease in the provision for the year ended December 31, 2014 reflects the improving asset quality trends experienced by Wilson Bank in 2014 and an overall decrease in net charge-offs. Management continues to fund the allowance for loan losses through provisions based on managements calculation of the allowance for loan losses. Current year provisions for loan losses are primarily attributable to loan growth, which was 12.0% in 2014. The provision for loan losses is based on past loan experience and other factors which, in managements judgment, deserve current recognition in estimating loan losses. Such factors include growth and composition of the loan portfolio, review of specific problem loans, review of updated appraisals and borrower financial information, the recommendations of the Companys regulators, and current economic conditions that may affect the borrowers ability to repay.
Wilson Banks charge-off policy for impaired loans is similar to its charge-off policy for all loans in that loans are charged-off in the month when they are considered uncollectible. Net charge-offs decreased to $861,000 in 2014 from $4,739,000 in 2013. Net charge-offs in 2012 totaled $8,556,000. The decrease in net charge-offs reflected an overall improvement of asset quality trends experienced by Wilson Bank. The ratio of net charge-offs to average total outstanding loans was 0.07% in 2014, 0.39% in 2013 and 0.75% in 2012.
The decrease in net charge-offs and provision for loan losses resulted in a decrease of the allowance for loan losses (net of charge-offs and recoveries) to $22,572,000 at December 31, 2014 from $22,935,000 at December 31, 2013 and $25,497,000 at December 31, 2012. The allowance for loan losses decreased 1.6% between December 31, 2013 and December 31, 2014 as compared to the 12.0% increase in total loans over the same period. The allowance for loan losses was 1.67% of total loans outstanding at December 31, 2014 compared to 1.90% at December 31, 2013 and 2.18% at December 31, 2012. As a percentage of nonperforming loans at December 31, 2014, 2013 and 2012, the allowance for loan losses represented 1,046%, 297% and 143%, respectively. The internally classified loans as a percentage of the allowance for loan losses were 158.6% and 165.5%, respectively, at December 31, 2014 and 2013.
The level of the allowance and the amount of the provision involve evaluation of uncertainties and matters of judgment. The Company maintains an allowance for loan losses which management believes is adequate to absorb losses inherent in the loan portfolio. A formal review is prepared quarterly by the Chief Financial Officer and provided to the Board of Directors to assess the risk in the portfolio and to determine the adequacy of the allowance for loan losses. The review includes analysis of historical performance, the level of non-performing and adversely rated loans, specific analysis of certain problem loans, loan activity since the previous assessment, reports prepared by the Loan Review Department, consideration of current economic conditions and other pertinent information. The level of the allowance to net loans outstanding will vary depending on the overall results of this quarterly assessment. See the discussion under Critical Accounting Estimates for more information. Management believes the allowance for loan losses at December 31, 2014 to be adequate, but if economic conditions deteriorate beyond managements current expectations and additional charge-offs are incurred, the allowance for loan losses may require an increase through additional provision for loan losses which would negatively impact earnings.
Non-Interest Income
The components of the Companys non-interest income include service charges on deposit accounts, other fees and commissions, fees and gains on sales of loans, gains on sales of securities and other income. Total non-interest income for 2014 was $16,678,000, compared with $15,204,000 in 2013 and $16,035,000 in 2012. The 9.7% increase from 2013 was primarily due to an increase in other fees and commissions offset in part by a decrease in fees and gains on sales of loans. Other fees and commissions increased $1,169,000 in 2014 when compared to 2013. Other fees and commissions include income on brokerage accounts, debit card interchange fee income, and various other fees. Fees and gains on sale of loans decreased $518,000 in 2014 when compared to 2013. The decrease in fees and gain on sale of loans during 2014 related primarily to the increase in mortgage rates during the second half of 2014, which slowed consumer demand for refinancing current mortgages during the year ended December 31, 2014. The service charges on deposit accounts increased $284,000, or 7.0%, to $4,090,000 for the year ended December 31, 2014 compared to the year ended December 31, 2013 as a result of a new overdraft privilege program implemented in the third quarter of 2014. Other fees and commissions increased $1,169,000, or 15.1%, to $8,895,000 during the year ended December 31, 2014 compared to the same period in 2013. The increase was primarily due to an increase in brokerage income between the two time periods. Other fees and commissions include income on brokerage accounts, insurance policies sold, and various other fees.
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Companys non-interest income is composed of several components, some of which vary significantly between periods. Service charges on deposit accounts and other non-interest income generally reflect the Companys growth, while fees for origination of mortgage loans and brokerage fees and commissions will often reflect stock and home mortgage market conditions and fluctuate more widely from period to period.
Non-Interest Expenses
Non-interest expenses consist primarily of employee costs, FDIC premiums, occupancy expenses, furniture and equipment expenses, advertising and marketing expenses, data processing expenses, directors fees, expenses associated with the maintenance, valuation and disposition of other real estate, and other operating expenses. Total non-interest expenses for 2014 decreased 2.2% to $47,705,000 from $48,787,000 in 2013. Non-interest expenses for 2013 were up 8.2% over non-interest expenses in 2012 which totaled $45,098,000. The decrease in non-interest expenses in 2014 is primarily attributable to a decrease in legal fees, litigation losses, and other real estate losses and holding expenses. Loss on the sale of other real estate decreased $1,719,000 or 104.7% for the year ended December 31, 2014 as compared to December 31, 2013 due to a lower volume of foreclosures as well as improved economic conditions and an improved housing market. The expenses related to holding other real estate properties decreased as well due an overall reduction in other real estate properties. The decrease in litigation expense and loss on the sale of other real estate for the year ended December 31, 2014 as compared to the same period in 2013 was partially offset by a $2,096,000 increase in salaries and employee benefits associated, in part, with an increase in the number of employees necessary to support the Companys growing operations.
Income Taxes
The Companys income tax expense was $12,310,000 for 2014, an increase of $3,004,000 from $9,306,000 for 2013, which was up by $1,791,000 from the 2012 total of $7,515,000. The percentage of income tax expense to earnings before taxes was 37.2% in 2014, 37.0% in 2013 and 38.2% in 2012.
Our income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect managements best assessment of estimated future taxes to be paid. We are subject to income taxes at both the federal and state level. Significant judgments and estimates are required in determining the consolidated income tax expense.
Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating our ability to recover our deferred tax assets we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, we begin with historical results adjusted for changes in accounting policies and incorporate assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income. Changes in current tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on the Companys results of operations, cash flows or financial position.
Financial Accounting Standards Board (FASB) ASC Topic 740, Income Taxes (ASC 740) provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. ASC Topic 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
We recognize tax liabilities in accordance with ASC Topic 740 and we adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Earnings Per Share
The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the period. The computation of diluted earnings per share for the Company begins with the basic earnings per share plus the effect of common shares contingently issuable from stock options.
The following is a summary of components comprising basic and diluted earnings per share (EPS) for the years ended December 31, 2014, 2013 and 2012:
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(Dollars in Thousands except per share amounts) | ||||||||||||
Basic EPS Computation |
||||||||||||
Numerator Earnings available to common stockholders |
$ | 20,777 | 15,869 | 12,148 | ||||||||
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Denominator Weighted average number of common shares outstanding |
7,547,087 | 7,472,373 | 7,360,485 | |||||||||
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Basic earnings per common share |
$ | 2.75 | 2.12 | 1.65 | ||||||||
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Diluted EPS Computation: |
||||||||||||
Numerator Earnings available to common stockholders |
$ | 20,777 | $ | 15,869 | $ | 12,148 | ||||||
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|||||||
Denominator Weighted average number of common shares outstanding |
7,547,087 | 7,472,373 | 7,360,485 | |||||||||
Dilutive effect of stock options |
4,393 | 4,798 | 5,163 | |||||||||
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|||||||
7,551,480 | 7,477,171 | 7,365,648 | ||||||||||
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|
|||||||
Diluted earnings per common share |
$ | 2.75 | 2.12 | 1.65 | ||||||||
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Financial Condition
Balance Sheet Summary
The Companys total assets increased $124,271,000, or 7.1%, to $1,873,242,000 at December 31, 2014, after increasing 4.1% in 2013 to $1,748,971,000 at December 31, 2013. Loans, net of allowance for loan losses, totaled $1,329,865,000 at December 31, 2014, a 12.3% increase compared to December 31, 2013. At year end 2014, securities totaled $374,543,000, an increase of 5.2% from $356,196,000 at December 31, 2013. As a result of loan growth outpacing deposit growth, fed funds sold decreased $22,185,000, or 58.1%.
Total liabilities increased by $101,050,000, or 6.4%, to $1,672,350,000 at December 31, 2014 compared to $1,571,300,000 at December 31, 2013. This increase was composed primarily of the $106,015,000 increase in total deposits to $1,660,270,000 a 6.8% increase. Securities sold under repurchase agreements decreased to $3,437,000 from $9,078,000 at the respective year ends 2014 and 2013.
Stockholders equity increased $23,221,000, or 13.1%, in 2014, due to net earnings and the issuance of stock pursuant to the Companys Dividend Reinvestment Plan, offset by dividends paid on the Companys common stock and change in unrealized losses on available-for-sale securities. The change in stockholders equity includes a $3,617,000 decrease in net unrealized losses on available-for-sale securities, net of taxes during the period. A more detailed discussion of assets, liabilities and capital follows.
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Loans:
Loan category amounts and the percentage of loans in each category to total loans are as follows:
December 31, 2014 | December 31, 2013 | |||||||||||||||
(Dollar Amounts in Thousands) | (Dollar Amounts in Thousands) | |||||||||||||||
AMOUNT | PERCENTAGE | AMOUNT | PERCENTAGE | |||||||||||||
Commercial, financial and agricultural |
$ | 42,200 | 3.1 | % | $ | 34,834 | 2.9 | % | ||||||||
Installment and other |
41,025 | 3.0 | 41,118 | 3.4 | ||||||||||||
Real estate mortgage |
1,027,723 | 75.8 | 940,077 | 77.6 | ||||||||||||
Real estate construction |
245,830 | 18.1 | 194,426 | 16.1 | ||||||||||||
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|
|
|||||||||
TOTAL |
$ | 1,356,778 | 100.0 | % | $ | 1,210,455 | 100.0 | % | ||||||||
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Loans are the largest component of the Companys assets and are its primary source of income. The Companys loan portfolio, net of allowance for loan losses, increased 12.3% at year end 2014 when compared to year end 2013. The loan portfolio is composed of four primary loan categories: commercial, financial and agricultural; installment and other; real estate-mortgage; and real estate-construction. The table above sets forth the loan categories and the percentage of such loans in the portfolio as of December 31, 2014 and 2013.
As represented in the table, primary loan growth for the year ended December 31, 2014 was in real estate mortgage loans, commercial, financial and agricultural loans and construction loans, offset by a slight decrease in installment loans. Real estate mortgage loans increased 9.3% in 2014 and comprised 75.8% of the total loan portfolio at December 31, 2014, compared to 77.6% at December 31, 2013. Management believes the increase in real estate mortgage loans was primarily due to the continued favorable interest rate environment, favorable population growth in the Companys market areas, and the Companys ability to increase its market share of such loans while maintaining its loan underwriting standards. Commercial, financial and agricultural loans increased 21.2% in 2014 and comprised 3.1% of the total loan portfolio at December 31, 2014, compared to 2.9% at December 31, 2013. Real estate construction loans increased 26.4% in 2014 and comprised 18.1% of the portfolio at December 31, 2014, compared to 16.1% at December 31, 2013. The increase in real estate construction loans during 2014 reflected the overall increase in such loans in the overall economy and the Companys market.
Banking regulators define highly leveraged transactions to include leveraged buy-outs, acquisition loans and recapitalization loans of an existing business. Under the regulatory definition, at December 31, 2014, the Company had no highly leveraged transactions, and there were no foreign loans outstanding during any of the reporting periods.
The following tables present the Companys nonaccrual loans and past due loans as of December 31, 2014 and December 31, 2013.
Loans on Nonaccrual Status |
In Thousands | |||||||
2014 | 2013 | |||||||
Residential 1-4 family |
$ | 42 | $ | 726 | ||||
Multifamily |
| | ||||||
Commercial real estate |
| 21 | ||||||
Construction |
| 3,524 | ||||||
Farmland |
574 | 700 | ||||||
Second mortgages |
| 606 | ||||||
Equity lines of credit |
| | ||||||
Commercial |
| | ||||||
Agricultural, installment and other |
| | ||||||
|
|
|
|
|||||
Total |
$ | 616 | $ | 5,577 | ||||
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|
|
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(In thousands) | ||||||||||||||||||||||||||||
30-59 Days |
60-89 Days |
Nonaccrual and Greater Than 90 |
Loans Greater Than 90 Days Past Due and Than 90 Days |
|||||||||||||||||||||||||
Past Due | Past Due | Days Past Due | Past Due | Current | Loans | Accruing Interest | ||||||||||||||||||||||
December 31, 2014 |
||||||||||||||||||||||||||||
Residential 1-4 family |
$ | 6,166 | 1,275 | 1,352 | 8,793 | 341,965 | 350,758 | $ | 1,310 | |||||||||||||||||||
Multifamily |
| | | | 31,242 | 31,242 | | |||||||||||||||||||||
Commercial real estate |
2,151 | 242 | 19 | 2,412 | 562,553 | 564,965 | 19 | |||||||||||||||||||||
Construction |
125 | 91 | 73 | 289 | 245,541 | 245,830 | 73 | |||||||||||||||||||||
Farmland |
88 | | 594 | 682 | 29,554 | 30,236 | 20 | |||||||||||||||||||||
Second Mortgages |
286 | 18 | 70 | 374 | 8,652 | 9,026 | 70 | |||||||||||||||||||||
Equity Lines of Credit |
346 | | 5 | 351 | 41,145 | 41,496 | 5 | |||||||||||||||||||||
Commercial |
37 | | | 37 | 29,963 | 30,000 | | |||||||||||||||||||||
Agricultural, |
||||||||||||||||||||||||||||
Installment and other |
301 | 126 | 44 | 471 | 52,754 | 53,225 | 44 | |||||||||||||||||||||
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Total |
$ | 9,500 | 1,752 | 2,157 | 13,409 | 1,343,369 | 1,356,778 | $ | 1,541 | |||||||||||||||||||
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December 31, 2013 |
||||||||||||||||||||||||||||
Residential 1-4 family |
$ | 5,034 | 221 | 1,582 | 6,837 | 325,595 | 332,432 | $ | 856 | |||||||||||||||||||
Multifamily |
| | | | 13,920 | 13,920 | | |||||||||||||||||||||
Commercial real estate |
287 | 19 | 710 | 1,016 | 525,242 | 526,258 | 689 | |||||||||||||||||||||
Construction |
948 | 20 | 3,795 | 4,763 | 189,663 | 194,426 | 271 | |||||||||||||||||||||
Farmland |
8 | | 700 | 708 | 22,063 | 22,771 | | |||||||||||||||||||||
Second Mortgages |
78 | | 611 | 689 | 9,822 | 10,511 | 5 | |||||||||||||||||||||
Equity Lines of Credit |
48 | 27 | | 75 | 34,110 | 34,185 | | |||||||||||||||||||||
Commercial |
122 | | 285 | 407 | 29,037 | 29,444 | 285 | |||||||||||||||||||||
Agricultural, |
||||||||||||||||||||||||||||
Installment and other |
484 | 115 | 27 | 626 | 45,882 | 46,508 | 27 | |||||||||||||||||||||
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Total |
$ | 7,009 | 402 | 7,710 | 15,121 | 1,195,334 | 1,210,455 | $ | 2,133 | |||||||||||||||||||
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WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Non-performing loans, which include nonaccrual loans and loans 90 days past due, totaled $2,157,000 at December 31, 2014, a decrease from $7,710,000 at December 31, 2013, resulting from a $4,961,000, or 89.0%, decrease in nonaccrual loans and a $592,000, or 27.8%, decrease in 90 day past due and accruing loans. The decrease in non-performing loans during the year ended December 31, 2014 of $4,961,000 is due primarily to a decrease in non-performing construction real estate mortgage loans of $3,722,000, a decrease of non-performing residential 1-4 family real estate loans of $230,000, and a decrease of non-performing second mortgages of $541,000. Nonaccrual loans are loans on which interest is no longer accrued because management believes collection of such interest is doubtful due to managements evaluation of the borrowers financial condition, collateral liquidation value, economic and business conditions and other factors affecting the borrowers ability to pay. Nonaccrual loans totaled $616,000 at December 31, 2014, compared to $5,577,000 at December 31, 2013. The decrease in nonaccrual loans relates primarily to the upgrading of the credit of one large loan relationship that has continued to improve their financial status as well as the pay off of several loan relationships that were classified as nonaccrual. Management believes that it is probable that it will incur losses on these loans but believes that these losses should not exceed the amount in the allowance for loan losses already allocated to these loans, unless there is a deterioration of local real estate values.
At December 31, 2014, the Company had impaired loans of $574,000 which were on non accruing interest status. At December 31, 2013, the Company had impaired loans of $4,718,000 which were on non accruing interest status. In each case, at the date such loans were placed on nonaccrual status, the Company reversed all previously accrued interest income against current year earnings.
The following table presents the Companys impaired loans at December 31, 2014 and December 31, 2013.
In Thousands | ||||||||||||||||||||
Unpaid | Average | Interest | ||||||||||||||||||
Recorded | Principal | Related | Recorded | Income | ||||||||||||||||
Investment | Balance | Allowance | Investment | Recognized | ||||||||||||||||
December 31, 2014 |
||||||||||||||||||||
With no related allowance recorded: |
||||||||||||||||||||
Residential 1-4 family |
$ | 1,891 | 1,854 | | 1,081 | 114 | ||||||||||||||
Multifamily |
| | | | | |||||||||||||||
Commercial real estate |
1,352 | 2,188 | | 5,984 | 95 | |||||||||||||||
Construction |
| | | 673 | | |||||||||||||||
Farmland |
| | | | | |||||||||||||||
Second mortgages |
281 | 280 | | 222 | 3 | |||||||||||||||
Equity lines of credit |
| | | | | |||||||||||||||
Commercial |
| | | | | |||||||||||||||
Agricultural, installment, and other |
| | | | | |||||||||||||||
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$ | 3,524 | 4,322 | | 7,960 | 212 | |||||||||||||||
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With allowance recorded: |
||||||||||||||||||||
Residential 1-4 family |
$ | 1,219 | 1,207 | 376 | 1,363 | 61 | ||||||||||||||
Multifamily |
| | | | | |||||||||||||||
Commercial real estate |
5,131 | 6,811 | 1,135 | 5,755 | 202 | |||||||||||||||
Construction |
| | | 1,815 | | |||||||||||||||
Farmland |
702 | 701 | 120 | 767 | 7 | |||||||||||||||
Second mortgages |
| | | | | |||||||||||||||
Equity lines of credit |
| | | | | |||||||||||||||
Commercial |
| | | | | |||||||||||||||
Agricultural, installment, and other |
| | | | | |||||||||||||||
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$ | 7,052 | 8,719 | 1,631 | 9,700 | 270 | |||||||||||||||
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WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Total |
||||||||||||||||||||
Residential 1-4 family |
$ | 3,110 | 3,061 | 376 | 2,444 | 175 | ||||||||||||||
Multifamily |
| | | | | |||||||||||||||
Commercial real estate |
6,483 | 8,999 | 1,135 | 11,739 | 297 | |||||||||||||||
Construction |
| | | 2,488 | | |||||||||||||||
Farmland |
702 | 701 | 120 | 767 | 7 | |||||||||||||||
Second mortgages |
281 | 280 | | 222 | 3 | |||||||||||||||
Equity lines of credit |
| | | | | |||||||||||||||
Commercial |
| | | | | |||||||||||||||
Agricultural, installment and other |
| | | | | |||||||||||||||
|
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|
|
|
|
|
|
|
|||||||||||
$ | 10,576 | 13,041 | 1,631 | 17,660 | 482 | |||||||||||||||
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December 31, 2013 |
||||||||||||||||||||
With no related allowance recorded: |
||||||||||||||||||||
Residential 1-4 family |
$ | 357 | 404 | | 2,947 | 16 | ||||||||||||||
Multifamily |
| | | | | |||||||||||||||
Commercial real estate |
7,234 | 7,199 | | 3,750 | 260 | |||||||||||||||
Construction |
1,393 | 1,393 | | 2,265 | 11 | |||||||||||||||
Farmland |
| | | | | |||||||||||||||
Second mortgages |
606 | 606 | | 665 | | |||||||||||||||
Equity lines of credit |
| | | | | |||||||||||||||
Commercial |
| | | 52 | | |||||||||||||||
Agricultural, installment, and other |
| | | | | |||||||||||||||
|
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|
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$ | 9,590 | 9,602 | | 9,679 | 287 | |||||||||||||||
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With allowance recorded: |
||||||||||||||||||||
Residential 1-4 family |
$ | 3,972 | 4,186 | 1,150 | 5,107 | 187 | ||||||||||||||
Multifamily |
| | | | | |||||||||||||||
Commercial real estate |
10,589 | 12,226 | 2,300 | 11,834 | 264 | |||||||||||||||
Construction |
2,413 | 2,413 | 950 | 5,859 | | |||||||||||||||
Farmland |
131 | 131 | 57 | 1,818 | 8 | |||||||||||||||
Second mortgages |
156 | 155 | 49 | 157 | | |||||||||||||||
Equity lines of credit |
174 | 174 | 10 | 175 | 9 | |||||||||||||||
Commercial |
| | | | | |||||||||||||||
Agricultural, installment, and other |
| | | | | |||||||||||||||
|
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|
|
|
|
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|||||||||||
$ | 17,435 | 19,285 | 4,516 | 24,950 | 468 | |||||||||||||||
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Total |
||||||||||||||||||||
Residential 1-4 family |
4,329 | 4,590 | 1,150 | 8,054 | 203 | |||||||||||||||
Multifamily |
| | | | | |||||||||||||||
Commercial real estate |
17,823 | 19,425 | 2,300 | 15,584 | 524 | |||||||||||||||
Construction |
3,806 | 3,806 | 950 | 8,124 | 11 | |||||||||||||||
Farmland |
131 | 131 | 57 | 1,818 | 8 | |||||||||||||||
Second mortgages |
762 | 761 | 49 | 822 | | |||||||||||||||
Equity lines of credit |
174 | 174 | 10 | 175 | 9 | |||||||||||||||
Commercial |
| | | 52 | | |||||||||||||||
Agricultural, installment and other |
| | | | | |||||||||||||||
|
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|
|
|
|
|
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|
|||||||||||
$ | 27,025 | 28,887 | 4,516 | 34,629 | 755 | |||||||||||||||
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WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
A loan is considered impaired, in accordance with the impairment accounting guidance FASB ASC 310, when the current net worth and financial capacity of the borrower or of the collateral pledged, if any, is viewed as inadequate and it is probable that the Company will be unable to collect the scheduled payments of principal and interest due under the contractual terms of the loan agreement. In those cases, such loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt, and if such deficiencies are not corrected, there is a probability that the Company will sustain some loss. In such cases, interest income continues to accrue as long as the loan does not meet the Companys criteria for nonaccrual status. Impaired loans are measured at the present value of expected future cash flows discounted at the loans effective interest rate, at the loans observable market price, or the fair value of the collateral if the loan is collateral dependent. If the measure of the impaired loan is less than the recorded investment in the loan, the Company shall recognize impairment by creating a valuation allowance with a corresponding charge to the provision for loan losses or by adjusting an existing valuation allowance for the impaired loan with a corresponding charge or credit to the provision for loan losses.
The Company considers all loans subject to the provisions of FASB ASC 310 that are on nonaccrual status to be impaired. Loans are placed on nonaccrual status when doubt as to timely collection of principal or interest exists, or when principal or interest is past due 90 days or more unless such loans are well-secured and in the process of collection. Delays or shortfalls in loan payments are evaluated with various other factors to determine if a loan is impaired. Generally, delinquencies under 90 days are considered insignificant unless certain other factors are present which indicate impairment is probable. The decision to place a loan on nonaccrual status is also based on an evaluation of the borrowers financial condition, collateral liquidation value, and other factors that affect the borrowers ability to pay.
The Company also internally classifies loans which, although current, management questions the borrowers ability to comply with the present repayment terms of the loan agreement. These internally classified loans totaled $35,808,000, inclusive of the Companys non-performing loans, at December 31, 2014, as compared to $37,952,000 at December 31, 2013. Of the internally classified loans at December 31, 2014, $35,524,000 are real estate related loans (including loans to home builders and developers of land, commercial real estate, as well as two family mortgage loans) and $284,000 are various other types of loans. These loans have been graded accordingly considering bankruptcies, inadequate cash flows and delinquencies. Borrowers within the real estate related loans have continued to experience some stress during the current weak economic environment; however, the Bank has recently experienced an increase in demand for real estate loans. Management does not anticipate losses on these loans to exceed the amount already allocated to loan losses for these loans, unless there is a deterioration of local real estate values.
The internally classified loans as a percentage of the allowance for loan losses were 158.6% and 165.5%, respectively, at December 31, 2014 and 2013.
The Companys loan portfolio includes certain loans that have been modified in a troubled debt restructuring (TDR), where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. The concessions typically result from the Companys loss mitigation activities and could include reduction in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrowers sustained repayment performance for a reasonable period, generally six months. Because of the Banks policy to consider a TDR as nonperforming until there has been at least six months of repayment performance, the addition of several new TDRs in the last half of 2014 caused the nonperforming TDRs as of December 31, 2014 to increase $1.8 million over the same period in 2013. Total TDRs only increased $795,000 from December 31, 2013 to December 31, 2014.
The allowance for loan losses is discussed under Critical Accounting Estimates and Provision for Loan Losses. The Company maintains its allowance for loan losses at an amount believed by management to be adequate to provide for loan losses in the loan portfolio.
Essentially all of the Companys loans are from Wilson, DeKalb, Smith, Putnam, Trousdale, Davidson, Rutherford and adjacent counties. The Company seeks to exercise prudent risk management in lending, including diversification by loan category and industry segment as well as by identification of credit risks. At December 31, 2014, no single industry segment accounted for more than 10% of the Companys portfolio other than construction and real estate loans.
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Companys management believes there is an opportunity to increase the loan portfolio in the Companys primary market area in 2015 as economic conditions continue to improve. The Company has targeted commercial business lending, commercial and residential real estate lending and consumer lending as areas of emphasis in 2015. Although it is the Companys objective to achieve a loan portfolio equal to approximately 85% of deposit balances, various factors, including demand for loans which meet its underwriting standards, will likely determine the size of the loan portfolio in a given economic climate. At December 31, 2014, the Companys total loans equaled 80.1% of its total deposits. As a practice, the Company generates its own loans and does not buy participations from other institutions. The Company may sell portions of the loans it generates to other financial institutions for cash in order to improve the liquidity of the Companys loan portfolio or extend its lending capacity.
Securities
Securities increased 5.2% to $374,543,000 at December 31, 2014 from $356,196,000 at December 31, 2013, and comprised the second largest and other primary component of the Companys earning assets. Securities increased as the result of managements decision to reinvest liquid funds in higher yielding assets. The average yield, excluding tax equivalent adjustment, of the securities portfolio at December 31, 2014 was 2.06% with a weighted average life of 5.25 years, as compared to an average yield of 1.85% and a weighted average life of 5.42 years at December 31, 2013. The weighted average lives on mortgage-backed securities reflect the repayment rate used for book value calculations.
Certain debt securities that management has the positive intent and ability to hold to maturity are classified as held to maturity and recorded at amortized cost. Trading securities are recorded at fair value with changes in fair value included in earnings. Securities not classified as held to maturity or trading, including equity securities with readily determinable fair values, are classified as available for sale and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.
For equity securities, when the Company has decided to sell an impaired available-for-sale security and it does not expect the fair value of the security to fully recover before the expected time of sale, the security is deemed other-than-temporarily impaired in the period in which the decision to sell is made. The Company recognizes an impairment loss through a charge to current period earnings when the impairment is deemed other than temporary even if a decision to sell has not been made.
No securities have been classified as trading securities.
The Companys classification of securities as of December 31, 2014 and December 31, 2013 is as follows:
December 31, 2014 | December 31, 2014 | |||||||||||||||
(In Thousands) | Held-To-Maturity | Available-For-Sale | ||||||||||||||
Amortized | Estimated | Amortized | Estimated | |||||||||||||
Cost | Market Value | Cost | Market Value | |||||||||||||
U.S. Government-sponsored enterprises (GSEs)* |
| | 131,767 | 130,567 | ||||||||||||
Mortgage-backed : |
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GSEs residential |
7,398 | 7,327 | 170,802 | 171,069 | ||||||||||||
Asset-backed: |
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SBAP |
| | 30,627 | 30,520 | ||||||||||||
Obligations of state and political |
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Subdivision |
20,725 | 21,073 | 14,324 | 14,264 | ||||||||||||
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$ | 28,123 | $ | 28,400 | $ | 347,520 | $ | 346,420 | |||||||||
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* | Such as Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Federal Home Loan Banks, Federal Farm Credit Banks, and Government National Mortgage Association |
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
December 31, 2013 | December 31, 2013 | |||||||||||||||
(In Thousands) | Held-To-Maturity | Available-For-Sale | ||||||||||||||
Amortized | Estimated | Amortized | Estimated | |||||||||||||
Cost | Market Value | Cost | Market Value | |||||||||||||
U.S. Government-sponsored enterprises (GSEs)* |
$ | | $ | | $ | 141,968 | $ | 136,086 | ||||||||
Mortgage-backed: |
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GSE residential |
8,649 | 8,202 | 175,855 | 175,182 | ||||||||||||
Asset-backed: |
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SBAP |
| | 4,801 | 4,732 | ||||||||||||
Obligations of state and political |
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Subdivision |
18,174 | 18,359 | 13,711 | 13,373 | ||||||||||||
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$ | 26,823 | $ | 26,561 | $ | 336,335 | $ | 329,373 | |||||||||
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* | Such as Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Federal Home Loan Banks, Federal Farm Credit Banks, and Government National Mortgage Association |
The classification of a portion of the securities portfolio as available-for-sale was made to provide for more flexibility in asset/liability management and capital management.
The following table shows the Companys investments gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2014:
In Thousands, Except Number of Securities | ||||||||||||||||||||||||||||||||
Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||||||||||
Fair Value |
Unrealized Losses |
Number of Securities |
Fair Value |
Unrealized Losses |
Number of Securities |
Fair Value |
Unrealized Losses |
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Held to Maturity Securities: |
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Mortgage-backed: |
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GSE residential |
$ | | $ | | | $ | 4,674 | $ | 147 | 4 | $ | 4,674 | $ | 147 | ||||||||||||||||||
Obligations of states and political subdivisions |
| | | 2,577 | 41 | 6 | 2,577 | 41 | ||||||||||||||||||||||||
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$ | | $ | | | $ | 7,251 | $ | 188 | 10 | $ | 7,251 | $ | 188 | |||||||||||||||||||
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Available for Sale Securities: |
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GSEs |
$ | 34,753 | $ | 143 | 10 | $ | 74,250 | $ | 1,186 | 24 | $ | 109,003 | $ | 1,329 | ||||||||||||||||||
Mortgage-backed: |
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GSE residential |
66,504 | 279 | 36 | 22,172 | 185 | 13 | 88,676 | 464 | ||||||||||||||||||||||||
Asset-backed: |
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SBAP |
16,114 | 205 | 9 | | | | 16,114 | 205 | ||||||||||||||||||||||||
Obligations of states and political subdivisions |
2,078 | 8 | 4 | 4,699 | 150 | 13 | 6,777 | 158 | ||||||||||||||||||||||||
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$ | 119,449 | $ | 635 | 59 | $ | 101,121 | $ | 1,521 | 50 | $ | 220,570 | $ | 2,156 | |||||||||||||||||||
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The impaired securities are considered high quality investments in line with normal industry investing practices. The unrealized losses are primarily the result of changes in the interest rate and sector environments. Impaired securities are assessed quarterly for the presence of other-than-temporary impairment (OTTI). A decline in the fair value of any available-for-sale or held-to-maturity security below cost that is deemed to be other-than-temporary results in a reduction in the carrying amount of the security. To
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
determine whether OTTI has occurred, management considers factors such as (1) length of time and extent that fair value has been less than cost, (2) the financial condition and near term prospects of the issuer, and (3) the Companys ability and intent to hold the security for a period sufficient to allow for an anticipated recovery in fair value. If management deems a security to be OTTI, management reviews the present value of the future cash flows associated with the security. A shortfall of the present value of the cash flows expected to be collected in relation to the amortized cost basis is referred to as a credit loss. If a credit loss is identified, the credit loss is recognized as a charge to earnings and a new cost basis for the security is established. If management concludes that no credit loss exists and it is not more-likely-than-not that it will be required to sell the security before the recovery of the securitys cost basis, then the security is not deemed OTTI and the shortfall is recorded as a component of equity.
Deposits
The increases in assets in 2014 and 2013 were funded primarily by increases in deposits and the Companys earnings. Total deposits, which are the principal source of funds for the Company, totaled $1,660,270,000 at December 31, 2014 compared to $1,554,255,000 at December 31, 2013. The Company has targeted local consumers, professionals and small businesses as its central clientele; therefore, deposit instruments in the form of demand deposits, savings accounts, money market demand accounts, certificates of deposits and individual retirement accounts are offered to customers. Management believes the Wilson County, Davidson County, DeKalb County, Putnam County, Smith County, Sumner County, Rutherford County and Trousdale County areas are attractive economic markets offering growth opportunities for the Company; however, the Company competes with several larger banks and community banks that have bank offices in these counties and, therefore, no assurances of market growth or maintenance of current market share can be given. Even though the Company is in a very competitive market, management currently believes that its market share can be maintained or expanded.
The $106,015,000 or 6.8%, growth in deposits in 2014 was due to a $19,196,000, or 14.1% increase in demand deposits, a $46,395,000, or 14.1%, increase in NOW accounts, a $72,565,000, or 17.8%, increase in money market accounts, a $9,302,000, or 10.0% increase in savings accounts, offset by a decrease in certificates of deposits (including individual retirement accounts) of $41,443,000, or 7.1%. The average rate paid on average total interest-bearing deposits was .67% for 2014, compared to 0.78% for 2013 reflecting a reduction in short-term interest rates and a shift in deposits to lower paying transaction and money market accounts from certificates of deposit. The average rate paid in 2012 was 1.06%. Competitive pressure from other banks in our market area relating to deposit pricing continues to adversely affect the rates paid on deposit accounts as it limits our ability to more fully reduce deposit rates in line with short-term rates. The ratio of average loans to average deposits was 78.7% in 2014, 79.8% in 2013, and 78.8% in 2012. The Company anticipates that during 2015 deposits will continue to shift to money market or savings accounts due to the current rate environment in anticipation of a possible rate increase beginning in late 2015.
Contractual Obligations
The Companys contractual obligations at December 31, 2014 are as follows:
(In Thousands) | Less than 1 Year |
1 3 Years | 3-5 Years | More than 5 Years |
Total | |||||||||||||||
Long-Term Debt |
$ | | | | | | ||||||||||||||
Operating Leases |
96 | 72 | | | 168 | |||||||||||||||
Purchases |
| | | | | |||||||||||||||
Other Long-Term |
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Liabilities |
| | | | | |||||||||||||||
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Total |
$ | 96 | $ | 72 | $ | | $ | | $ | 168 | ||||||||||
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Long-term debt contractual obligations would typically include advances from the Federal Home Loan Bank, but at December 31, 2014, the Company had no such advances. The Company leases land for certain branch facilities and automatic teller machine locations. Future minimum rental payments required under the terms of these non-cancellable leases are included in operating lease obligations.
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Off Balance Sheet Arrangements
At December 31, 2014, the Company had unfunded loan commitments outstanding of $249 million, unfunded lines of credit of $58 million and outstanding standby letters of credit of $33 million. Because these commitments generally have fixed expiration dates and many will expire without being drawn upon, the total commitment level does not necessarily represent future cash requirements. If needed to fund these outstanding commitments, the Companys bank subsidiary has the ability to liquidate Federal funds sold or securities available-for-sale or on a short-term basis to borrow and purchase Federal funds from other financial institutions. Additionally, the Companys bank subsidiary could sell participations in these or other loans to correspondent banks. As mentioned below, Wilson Bank has been able to fund its ongoing liquidity needs through its stable core deposit base, loan payments, its investment security maturities, and short-term borrowings.
Liquidity and Asset Management
The Companys management seeks to maximize net interest income by managing the Companys assets and liabilities within appropriate constraints on capital, liquidity and interest rate risk. Liquidity is the ability to maintain sufficient cash levels necessary to fund operations, meet the requirements of depositors and borrowers and fund attractive investment opportunities. Higher levels of liquidity bear corresponding costs, measured in terms of lower yields on short-term, more liquid earning assets and higher interest expense involved in extending liability maturities. Liquid assets include cash and cash equivalents, investment securities and money market instruments that will mature within one year. At December 31, 2014, the Companys liquid assets totaled approximately $232 million.
The Company maintains a formal asset and liability management process to quantify, monitor and control interest rate risk, and to assist management in maintaining stability in the net interest margin under varying interest rate environments. The Company accomplishes this process through the development and implementation of lending, funding and pricing strategies designed to maximize net interest income under varying interest rate environments subject to specific liquidity and interest rate risk guidelines.
Analysis of rate sensitivity and rate gap analysis are the primary tools used to assess the direction and magnitude of changes in net interest income resulting from changes in interest rates. Included in the analysis are cash flows and maturities of financial instruments held for purposes other than trading, changes in market conditions, loan volumes and pricing and deposit volume and mix. These assumptions are inherently uncertain, and, as a result, net interest income can not be precisely estimated nor can the impact of higher or lower interest rates on net interest income be precisely predicted. Actual results will differ due to timing, magnitude and frequency of interest rate changes and changes in market conditions and managements strategies, among other factors.
The Companys primary source of liquidity is a stable core deposit base. In addition, short-term borrowings, loan payments and investment security maturities provide a secondary source. At December 31, 2014, the Company had a liability sensitive position (a negative gap). Liability sensitivity means that more of the Companys liabilities are capable of re-pricing over certain time frames than its assets. The interest rates associated with these liabilities may not actually change over this period but are capable of changing.
Interest rate risk (sensitivity) management focuses on the earnings risk associated with changing interest rates. Management seeks to maintain profitability in both immediate and long term earnings through funds management/interest rate risk management. The Companys rate sensitivity position has an important impact on earnings. Senior management of the Company meets monthly to analyze its rate sensitivity position. These meetings focus on the spread between the Companys cost of funds and interest yields generated primarily through loans and investments.
The Companys securities portfolio consists of earning assets that provide interest income. For those securities classified as held-to-maturity, the Company has the ability and intent to hold these securities to maturity or on a long-term basis. Securities classified as available-for-sale include securities intended to be used as part of the Companys asset/liability strategy and/or securities that may be sold in response to changes in interest rates, prepayment risk, the need or desire to increase capital and similar economic factors. At December 31, 2014, securities totaling approximately $5.5 million mature or will be subject to rate adjustments within the next twelve months.
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
A secondary source of liquidity is the Companys loan portfolio. At December 31, 2014, loans totaling approximately $513 million either will become due or will be subject to rate adjustments within twelve months from that date. Continued emphasis will be placed on structuring adjustable rate loans.
As for liabilities, certificates of deposit and individual retirement accounts of $100,000 or greater totaling approximately $139.3 million will become due or reprice during the next twelve months. Historically, there has been no significant reduction in immediately withdrawable accounts such as negotiable order of withdrawal accounts, money market demand accounts, demand deposit accounts and regular savings accounts. Management anticipates that there will be no significant withdrawals from these accounts in 2015.
The following table shows the rate sensitivity gaps for different time periods as of December 31, 2014:
Interest Rate Sensitivity Gaps
One Year | ||||||||||||||||||||
1-90 | 91-180 | 181-365 | And | |||||||||||||||||
(In Thousands) |
Days | Days | Days | Longer | Total | |||||||||||||||
Interest-earning assets |
$ | 258,061 | 82,789 | 206,345 | 1,208,268 | 1,755,463 | ||||||||||||||
Interest-bearing liabilities |
(1,069,571 | ) | (78,188 | ) | (107,545 | ) | (252,682 | ) | (1,507,986 | ) | ||||||||||
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Interest-rate sensitivity gap |
$ | (811,510 | ) | 4,601 | 98,800 | 955,586 | 247,477 | |||||||||||||
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Cumulative gap |
$ | (811,510 | ) | (806,909 | ) | (708,109 | ) | 247,477 | ||||||||||||
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The Company also uses simulation modeling to evaluate both the level of interest rate sensitivity as well as potential balance sheet strategies. The Asset Liability Committee meets quarterly to analyze the interest rate shock simulation. The interest rate simulation model is based on a number of assumptions. The assumptions relate primarily to loan and deposit growth, asset and liability prepayments, the call features of investment securities, interest rates and balance sheet management strategies. The Company also uses Economic Value of Equity (EVE) sensitivity analysis to understand the impact of changes in interest rates on long-term cash flows, income and capital. EVE is calculated by discounting the cash flows for all balance sheet instruments under different interest rate scenarios. Presented below is the estimated impact on Wilson Banks net interest income and EVE as of December 31, 2014, assuming an immediate shift in interest rates:
% Change from Base Case for Immediate Parallel Changes in Rates |
||||||||||||
-100 BP(1) | +100 BP | +200 BP | ||||||||||
Net interest income |
(3.87 | ) | (4.21 | ) | (8.17 | ) | ||||||
EVE |
(7.19 | ) | (2.29 | ) | (4.46 | ) |
(1) | Because certain current interest rates are at or below 1.00%, the 100 basis points downward shock assumes that certain corresponding interest rates reflect a decrease of less than the full 100 basis point downward shock. |
Management believes that with present maturities, the anticipated growth in deposit base, and the efforts of management in its asset/liability management program, liquidity will not pose a problem in the near term future. At the present time there are no known trends or any known commitments, demands, events or uncertainties that will result in, or that are reasonably likely to result in, the Companys liquidity changing in a materially adverse way.
Capital Resources, Capital Position and Dividends
At December 31, 2014, total stockholders equity was $200,892,000, or 10.7% of total assets, which compares with $177,671,000, or 10.2% of total assets, at December 31, 2013, and $169,698,000, or 10.2% of total assets, at December 31, 2012. The dollar increase in the Companys stockholders equity during 2014 reflects (i) net income of $20,777,000 less cash dividends of $0.60 per share totaling $4,510,000, (ii) the issuance of 69,289 shares of common stock for $3,204,000, as reinvestment of cash dividends, (iii) the issuance of 6,144 shares of common stock pursuant to exercise of stock options for $186,000, (iv) the net unrealized gain on available-for-sale securities of $3,617,000, (v) repurchase of 2,053 shares of common stock for $94,000 and (vi) a stock based compensation expense of $41,000.
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Companys and Wilson Banks principal regulators have established minimum risk-based capital requirements and leverage capital requirements for the Company and Wilson Bank. These guidelines classify capital into two categories of Tier I and Total risk-based capital. Total risk-based capital consists of Tier I (or core) capital (essentially common equity less intangible assets) and Tier II capital (essentially qualifying long-term debt, of which Wilson Bank has none, and a part of the allowance for loan losses). In determining risk-based capital requirements, assets are assigned risk-weights of 0% to 100%, depending on regulatory assigned levels of credit risk associated with such assets. Under the Federal Reserves regulations, for a bank holding company, like the Company, to be considered well capitalized it must maintain a Total risk-based capital ratio of at least 10%, a Tier 1 risk-based capital ratio of at least 8% (up from 6% under previous rules), a common equity Tier 1 capital ratio of 6.5% and a Tier 1 leverage ratio of 5% and not be subject to a written agreement, order or directive to maintain a specific capital level. In addition, the Federal Reserve has established minimum leverage ratio guidelines for bank holding companies. These guidelines provide that a minimum ratio of Tier 1 capital to average assets, less goodwill and other specified intangible assets, of at least 4% should be maintained by most bank holding companies.
Quantitative measures established by regulation to ensure capital adequacy require the Company and Wilson Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). As of December 31, 2014 and December 31, 2013, the Company and the Bank are considered to be well-capitalized under regulatory definitions.
As of December 31, 2014, the most recent notification from the FDIC categorized Wilson Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized as of December 31, 2014 and December 31, 2013, an institution was required to maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following tables and not be subject to a written agreement, order or directive to maintain a specific capital level. There are no conditions or events since the notification that management believes have changed Wilson Banks category. The Companys and Wilson Banks actual capital amounts and ratios as of December 31, 2014 and 2013, are presented in the following table (dollar amounts in thousands):
Minimum To Be Well | ||||||||||||||||||||||||
Capitalized Under | ||||||||||||||||||||||||
Minimum Capital | Applicable Regulatory | |||||||||||||||||||||||
Actual | Requirements | Provisions | ||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||
December 31, 2014 |
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Total capital to risk weighted assets: |
||||||||||||||||||||||||
Consolidated |
$ | 214,779 | 15.0 | % | $ | 114,549 | 8.0 | % | $ | 143,186 | 10.0 | % | ||||||||||||
Wilson Bank |
213,447 | 14.9 | 114,602 | 8.0 | 143,253 | 10.0 | ||||||||||||||||||
Tier 1 capital to risk weighted assets: |
||||||||||||||||||||||||
Consolidated |
$ | 196,765 | 13.7 | $ | 57,450 | 4.0 | $ | 86,174 | 6.0 | |||||||||||||||
Wilson Bank |
195,433 | 13.6 | 57,480 | 4.0 | 86,220 | 6.0 | ||||||||||||||||||
Tier 1 capital To average assets |
||||||||||||||||||||||||
Consolidated |
$ | 196,765 | 10.6 | 74,251 | 4.0 | N/A | N/A | |||||||||||||||||
Wilson Bank |
195,433 | 10.5 | 74,451 | 4.0 | 92,063 | 5.0 |
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
December 31, 2013 |
||||||||||||||||||||||||
Total capital to risk weighted assets: |
||||||||||||||||||||||||
Consolidated |
$ | 193,746 | 14.7 | % | $ | 105,656 | 8.0 | % | $ | 132,070 | 10.0 | % | ||||||||||||
Wilson Bank |
190,911 | 14.5 | 105,622 | 8.0 | 132,027 | 10.0 | ||||||||||||||||||
Tier 1 capital to risk weighted assets: |
||||||||||||||||||||||||
Consolidated |
$ | 177,161 | 13.4 | $ | 52,805 | 4.0 | $ | 79,208 | 6.0 | |||||||||||||||
Wilson Bank |
174,326 | 13.2 | 52,826 | 4.0 | 79,239 | 6.0 | ||||||||||||||||||
Tier 1 capital To average assets |
||||||||||||||||||||||||
Consolidated |
$ | 177,161 | 10.3 | 69,001 | 4.0 | N/A | N/A | |||||||||||||||||
Wilson Bank |
174,326 | 10.1 | 69,040 | 4.0 | 86,300 | 5.0 |
In July 2013, the Federal banking regulators, in response to the Statutory Requirements of The Dodd-Frank Act, adopted new regulations implementing the Basel Capital Adequacy Accord (Basel III) and the related higher minimum capital ratios. The new capital requirements are effective January 1, 2015 and include a new Common Equity Tier I Ratio, which has stricter rules as to what qualifies as Common Equity Tier I Capital. A summary of the changes to the Regulatory Capital Ratios are as follows:
Guideline in Effect At December 31, 2014 |
Basel III Requirements | |||||||||||||||
Minimum | Well Capitalized |
Minimum | Well Capitalized |
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Common Equity Tier I Ratio (Common Equity to Risk Weighted Assets) |
No Applicable | Not Applicable | 4.5 | % | 6.5 | % | ||||||||||
Tier I Capital to Risk Weighted Assets |
4 | % | 6 | % | 6 | % | 8 | % | ||||||||
Total Capital to Risk Weighted Assets |
8 | % | 10 | % | 8 | % | 10 | % | ||||||||
Tier I Leverage Ratio |
4 | % | 5 | % | 4 | % | 5 | % |
The guidelines under Basel III establish a 2.5% capital conservation buffer requirement that is phased in over four years beginning January 1, 2016. The buffer is related to Risk Weighted Assets. The Basel III minimum requirements after giving effect to the buffer are as follows:
2016 | 2017 | 2018 | 2019 | |||||||||||||
Common Equity Tier I Ratio |
5.125 | % | 5.75 | % | 6.375 | % | 7.0 | % | ||||||||
Tier I Capital to Risk Weighted Assets Ratio |
6.625 | % | 7.25 | % | 7.875 | % | 8.5 | % | ||||||||
Total Capital to Risk Weighted Assets Ratio |
8.625 | % | 9.25 | % | 9.875 | % | 10.5 | % |
In order to avoid limitations on capital distributions such as dividends and certain discretionary bonus payments to executive officers, a banking organization must maintain capital ratios above the minimum ratios including the buffer.
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The requirements of Basel III also place more restrictions on the inclusion of deferred tax assets and capitalized mortgage servicing rights as a percentage of Tier I Capital. In addition, the risk weights assigned to certain assets such as past due loans and certain real estate loans have been increased.
The requirements of Basel III allow banks and bank holding companies with less than $250 billion in assets a one-time opportunity to opt-out of a requirement to include unrealized gains and losses in accumulated other comprehensive income in their capital calculation. The Company and Wilson Bank intend to opt out of this requirement.
The application of these more stringent capital requirements to the Company and the Bank could, among other things, result in lower returns on invested capital, require the raising of additional capital, and result in regulatory actions if the Company and the Bank were to be unable to comply with such requirements. Furthermore, the imposition of liquidity requirements in connection with the implementation of the final rules regarding Basel III could result in the Company or the Bank having to lengthen the term of their funding, restructure their business models and/or increase their holdings of liquid assets. Implementation of changes to asset risk weightings for risk-based capital calculations, items included or deducted in calculating regulatory capital and/or additional capital conservation buffers could result in management modifying its business strategy and could limit the Companys and the Banks ability to make distributions, including paying dividends or buying back shares.
Quantitative and Qualitative Disclosures About Market Risk
The Companys primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on a large portion of the Companys assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which possess a short term to maturity. Based upon the nature of the Companys operations, the Company is not subject to foreign currency exchange or commodity price risk.
Interest rate risk (sensitivity) management focuses on the earnings risk associated with changing interest rates. Management seeks to maintain profitability in both short term and long term earnings through funds management/interest rate risk management. The Companys rate sensitivity position has an important impact on earnings. Senior management of the Company meets monthly to analyze the rate sensitivity position. These meetings focus on the spread between the cost of funds and interest yields generated primarily through loans and investments.
The following table provides information about the Companys financial instruments that are sensitive to changes in interest rates as of December 31, 2014.
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Dollars in Thousands) Expected Maturity DateYear Ending December 31, |
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2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | Fair Value |
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Earning assets: |
||||||||||||||||||||||||||||||||
Loans, net of unearned interest: |
||||||||||||||||||||||||||||||||
Variable rate |
$ | 42,476 | 14,373 | 12,939 | 44,268 | 21,952 | 727,466 | 863,474 | 863,474 | |||||||||||||||||||||||
Average interest rate |
4.38 | % | 4.56 | % | 4.22 | % | 4.14 | % | 4.32 | % | 4.83 | % | 4.75 | % | ||||||||||||||||||
Fixed rate |
$ | 197,450 | 89,547 | 35,628 | 33,867 | 37,277 | 95,194 | 488,963 | 505,667 | |||||||||||||||||||||||
Average interest rate |
4.76 | % | 4.69 | % | 5.39 | % | 4.68 | % | 4.89 | % | 4.39 | % | 4.73 | % | ||||||||||||||||||
Securities |
$ | 5,482 | 1,322 | 6,029 | 29,844 | 28,882 | 304,084 | 375,643 | 374,820 | |||||||||||||||||||||||
Average interest rate |
2.01 | % | 2.87 | % | 1.68 | % | 1.29 | % | 1.73 | % | 2.04 | % | 2.06 | % | ||||||||||||||||||
Loans held for sale |
$ | 9,466 | | | | | | 9,466 | 9,466 | |||||||||||||||||||||||
Average interest rate |
3.58 | % | | | | | | 3.58 | % | |||||||||||||||||||||||
Federal funds sold |
$ | 16,005 | | | | | | 16,005 | 16,005 | |||||||||||||||||||||||
Average interest rate |
0.19 | % | | | | | | 0.19 | % | |||||||||||||||||||||||
Interest-bearing deposits |
$ | 1,251,867 | 103,990 | 98,920 | 28,209 | 21,311 | 252 | 1,504,549 | 1,396,238 | |||||||||||||||||||||||
Average interest rate |
0.20 | % | 1.07 | % | 1.24 | % | 1.51 | % | 1.52 | % | 1.82 | % | 0.63 | % | ||||||||||||||||||
Securities sold under repurchase agreements |
$ | 3,437 | | | | | | 3,437 | 3,437 | |||||||||||||||||||||||
Average interest rate |
0.27 | % | | | | | | 0.27 | % |
Impact of Inflation
Although interest rates are significantly affected by inflation, the inflation rate is believed to have an immaterial impact on the Companys results of operations.
Disclosures About Fair Value of Financial Instruments
Fair Value of Financial Instruments
FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. The definition of fair value focuses on the exit price, i.e., the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not the entry price, i.e., the price that would be paid to acquire the asset or received to assume the liability at the measurement date. The statement emphasizes that fair value is a market-based measurement and not an entity-specific measurement. Therefore, the fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability.
Valuation Hierarchy
FASB ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
| Level 1inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| Level 2inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| Level 3inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
A financial instruments categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy.
Assets
Securities available-for-saleWhere quoted prices are available for identical securities in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government securities and certain other financial products. If quoted market prices are not available, then fair values are estimated by using pricing models that use observable inputs or quoted prices of securities with similar characteristics and are classified within Level 2 of the valuation hierarchy. In certain cases where there is limited activity or less transparency around inputs to the valuation and more complex pricing models or discounted cash flows are used, securities are classified within Level 3 of the valuation hierarchy.
Impaired loansA loan is considered to be impaired when it is probable the Company will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected payments using the loans original effective rate as the discount rate, the loans observable market price, or the fair value of the collateral less selling costs if the loan is collateral dependent. If the recorded investment in the impaired loan exceeds the measure of fair value, a valuation allowance may be established as a component of the allowance for loan losses or the expense is recognized as a charge-off. Impaired loans are classified within Level 3 of the hierarchy due to the unobservable inputs used in determining their fair value such as collateral values and the borrowers underlying financial condition.
Other real estate ownedOther real estate owned (OREO) represents real estate foreclosed upon by the Company through loan defaults by customers or acquired in lieu of foreclosure. Substantially all of these amounts relate to lots, homes and development projects that are either completed or are in various stages of construction for which the Company believes it has adequate collateral. Upon foreclosure, the property is recorded at the lower of cost or fair value, based on appraised value, less selling costs estimated as of the date acquired with any loss recognized as a charge-off through the allowance for loan losses. Additional OREO losses for subsequent valuation downward adjustments are determined on a specific property basis and are included as a component of noninterest expense along with holding costs. Any gains or losses realized at the time of disposal are also reflected in noninterest expense, as applicable. OREO is included in Level 3 of the valuation hierarchy due to the lack of observable market inputs into the determination of fair value. Appraisal values are property-specific and sensitive to the changes in the overall economic environment.
Other assetsIncluded in other assets are certain assets carried at fair value, including the cash surrender value of bank owned life insurance policies and annuity contracts. The Company uses financial information received from insurance carriers indicating the performance of the insurance policies and cash surrender values in determining the carrying value of life insurance. The Company reflects these assets within Level 3 of the valuation hierarchy due to the unobservable inputs included in the valuation of these items. The Company does not consider the fair values of these policies to be materially sensitive to changes in these unobservable inputs.
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following tables present the financial instruments carried at fair value as of December 31, 2014 and December 31, 2013, by caption on the consolidated balance sheet and by FASB ASC 820 valuation hierarchy (as described above) (in thousands):
Total Carrying Value in the Consolidated Balance Sheet |
Quoted Market Prices in an Active Market (Level 1) |
Models with Significant Observable Market Parameters (Level 2) |
Models with Significant Unobservable Market Parameters (Level 3) |
|||||||||||||
December 31, 2014 |
||||||||||||||||
Investment securities available-for-sale: |
||||||||||||||||
U.S. Government sponsored enterprises |
$ | 130,567 | | 130,567 | | |||||||||||
Mortgage-backed securities |
171,069 | | 171,069 | | ||||||||||||
Asset-backed securities |
30,520 | | 30,520 | | ||||||||||||
State and municipal securities |
14,264 | | 14,264 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total investment securities available-for-sale |
346,420 | | 364,420 | | ||||||||||||
Other assets |
17,331 | | | 17,331 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets at fair value |
$ | 363,751 | | 364,420 | 17,331 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
December 31, 2013 |
||||||||||||||||
Investment securities available-for-sale: |
||||||||||||||||
U.S. Government sponsored enterprises |
$ | 136,086 | | 136,086 | | |||||||||||
Mortgage-backed securities |
175,182 | | 175,182 | | ||||||||||||
Asset-backed securities |
4,732 | | 4,732 | | ||||||||||||
State and municipal securities |
13,373 | | 13,373 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total investment securities available-for-sale |
329,373 | | 329,373 | | ||||||||||||
Other assets |
11,390 | | | 11,390 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets at fair value |
$ | 340,763 | | 329,373 | 11,390 | |||||||||||
|
|
|
|
|
|
|
|
Total Carrying Value in the Consolidated Balance Sheet |
Quoted Market Active Market (Level 1) |
Models with Significant Observable Market Parameters (Level 2) |
Models with Significant Unobservable Market Parameters (Level 3) |
|||||||||||||
December 31, 2014 |
||||||||||||||||
Other real estate owned |
$ | 7,298 | | | $ | 7,298 | ||||||||||
Nonperforming loans, net (¹) |
8,866 | | | 8,866 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 16,164 | | | $ | 16,164 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
December 31, 2013 |
||||||||||||||||
Other real estate owned |
$ | 12,869 | | | $ | 12,869 | ||||||||||
Nonperforming loans, net (¹) |
23,380 | | | 23,380 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 35,249 | | | $ | 35,249 | ||||||||||
|
|
|
|
|
|
|
|
(¹) | Amount is net of a valuation allowance of $1.6 million at December 31, 2014 and $4.5 million at December 31, 2013 as required by ASC 310-10, Receivables. |
In the case of the bond portfolio, the Company monitors the valuation technique utilized by various pricing agencies to ascertain when transfers between levels have been affected. The nature of the remaining assets and liabilities is such that transfers in and out of any level are expected to be rare. For the twelve months ended December 31, 2014, there were no transfers between Levels 1, 2 or 3.
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The table below includes a roll forward of the balance sheet amounts for the year ended December 31, 2014 and December 31, 2013 (including the change in fair value) for financial instruments classified by the Company within Level 3 of the valuation hierarchy for assets and liabilities measured at fair value on a recurring basis. When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, since Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated to external sources), the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology (in thousands):
For the Twelve Months Ended December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Other Assets |
Other Liabilities |
Other Assets |
Other Liabilities |
|||||||||||||
Fair value, January 1 |
$ | 11,390 | | 6,315 | | |||||||||||
Total realized gains included in income |
376 | | 75 | | ||||||||||||
Change in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at December 31 |
| | | | ||||||||||||
Purchases, issuances and settlements, net |
5,565 | | 5,000 | | ||||||||||||
Transfers out of Level 3 |
| | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Fair value, December 31 |
$ | 17,331 | | 11,390 | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total realized gains included in income related to financial assets and liabilities still on the consolidated balance sheet at December 31 |
$ | 376 | | 75 | | |||||||||||
|
|
|
|
|
|
|
|
The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments that are not measured at fair value. In cases where quoted market prices are not available, fair values are based on estimates using discounted cash flow models. Those models are significantly affected by the assumptions used, including the discount rates, estimates of future cash flows and borrower creditworthiness. The fair value estimates presented herein are based on pertinent information available to management as of December 31, 2014 and December 31, 2013. Such amounts have not been revalued for purposes of these consolidated financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.
Held-to-maturity securitiesEstimated fair values for investment securities are based on quoted market prices where available. If quoted market prices are not available, then fair values are estimated by using pricing models that use observable inputs or quoted prices of securities with similar characteristics.
LoansThe fair value of our loan portfolio includes a credit risk factor in the determination of the fair value of our loans. This credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction. Our loan portfolio is initially fair valued using a segmented approach. We divide our loan portfolio into the following categories: variable rate loans, impaired loans and all other loans. The results are then adjusted to account for credit risk.
For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values approximate carrying values. Fair values for impaired loans are estimated using discounted cash flow models or based on the fair value of the underlying collateral. For other loans, fair values are estimated using discounted cash flow models, using current market interest rates offered for loans with similar terms to borrowers of similar credit quality. The values derived from the discounted cash flow approach for each of the above portfolios are then further discounted to incorporate credit risk to determine the exit price.
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Mortgage loans held-for-saleMortgage loans held-for-sale are carried at the lower of cost or fair value. The estimate of fair value is equal to the carrying value of these loans as they are usually sold within a few weeks of their origination.
Deposits, Securities sold under agreements to repurchase, Federal Home Loan Bank advances, Subordinated debt and other borrowingsThe carrying amounts of demand deposits, savings deposits and securities sold under agreements to repurchase, approximate their fair values. Fair values for certificates of deposit are estimated using discounted cash flow models, using current market interest rates offered on certificates with similar remaining maturities.
Off-Balance Sheet InstrumentsThe fair values of the Companys off-balance-sheet financial instruments are based on fees charged to enter into similar agreements. However, commitments to extend credit do not represent a significant value to the Company until such commitments are funded.
The following table presents the carrying amounts, estimated fair value and placement in the fair value hierarchy of the Companys financial instruments at December 31, 2014 and December 31, 2013. This table excludes financial instruments for which the carrying amount approximates fair value. For short-term financial assets such as cash and cash equivalents, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization. For financial liabilities such as noninterest bearing demand, interest-bearing demand, and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity.
(in Thousands) | Carrying/ Notional Amount |
Estimated Fair Value(¹) |
Quoted Market Prices in an Active Market (Level 1) |
Models with Significant Observable Market Parameters (Level 2) |
Models with Significant Unobservable Market Parameters (Level 3) |
|||||||||||||||
December 31, 2014 |
||||||||||||||||||||
Financial assets: |
||||||||||||||||||||
Securities held-to-maturity |
$ | 28,123 | 28,400 | | 28,400 | | ||||||||||||||
Loans, net |
1,329,865 | 1,346,569 | | | 1,346,569 | |||||||||||||||
Mortgage loans held-for-sale |
9,466 | 9,466 | | | 9,466 | |||||||||||||||
Financial liabilities: |
||||||||||||||||||||
Deposits and securities sold under agreements to repurchase |
1,663,707 | 1,530,607 | | | 1,530,607 | |||||||||||||||
Off-balance sheet instruments: |
||||||||||||||||||||
Commitments to extend credit |
| | | | | |||||||||||||||
Standby letters of credit |
| | | | | |||||||||||||||
December 31, 2013 |
||||||||||||||||||||
Financial assets: |
||||||||||||||||||||
Securities held-to-maturity |
$ | 26,823 | 26,561 | | 26,561 | | ||||||||||||||
Loans, net |
1,184,267 | 1,185,271 | | | 1,185,271 | |||||||||||||||
Mortgage loans held-for-sale |
7,022 | 7,022 | | | 7,022 | |||||||||||||||
Financial liabilities: |
||||||||||||||||||||
Deposits and securities sold under agreements to repurchase |
1,563,333 | 1,554,839 | | | 1,554,839 | |||||||||||||||
Off-balance sheet instruments: |
||||||||||||||||||||
Commitments to extend credit |
| | | | | |||||||||||||||
Standby letters of credit |
| | | | |
(¹) | Estimated fair values are consistent with an exit-price concept. The assumptions used to estimate the fair values are intended to approximate those that a market-participant would realize in a hypothetical orderly transaction. |
WILSON BANK HOLDING COMPANY
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Impact of New Accounting Standards
In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income which provides disclosure guidance on amounts reclassified out of AOCI by component. The adoption of this ASU did not have any impact on the Companys financial position or results of operations but has impacted our financial statement disclosure. As shown on the statement of comprehensive earnings for the three-years ended December 31, 2014, the Company reclassified approximately $336,000, $48,000 and $160,000 of net gains out of other comprehensive earnings into gain on the sale of investment securities, net of tax.
In January 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-04, ReceivablesTroubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans Upon Foreclosure, to reduce the diversity in reporting when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. The amendments in this ASU clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The Company adopted this ASU in the first quarter of 2014 using the prospective method and had one loan that met the above stated criteria as of December 31, 2014 totaling $279,000. The total amount of foreclosed residential real property amounted to $456,000 at December 31, 2014.
Holding Company & Stock Information
Wilson Bank Holding Company Directors and Executive Officers
John Freeman, Chairman; Randall Clemons, President & CEO; Charles Bell; Jimmy Comer; Mackey Bentley; Jerry Franklin; William Jordan; Harold Patton; James Anthony Patton; Jack Bell; Elmer Richerson, Executive Vice President.
Common Stock Market Information
The common stock of Wilson Bank Holding Company is not traded on an exchange nor is there a known active trading market. The number of stockholders of record at February 4, 2015 was 3,620. Based solely on information made available to the Company from limited numbers of buyers and sellers, the Company believes that the following table sets forth the quarterly range of sale prices for the Companys stock during the years 2013 and 2014.
Stock Prices
2013 |
||||||||
First Quarter |
$ | 43.75 | $ | 43.25 | ||||
Second Quarter |
$ | 44.75 | $ | 44.25 | ||||
Third Quarter |
$ | 45.25 | $ | 44.75 | ||||
Fourth Quarter |
$ | 45.75 | $ | 45.25 | ||||
2014 |
High | Low | ||||||
First Quarter |
$ | 46.25 | $ | 45.75 | ||||
Second Quarter |
$ | 46.75 | $ | 46.25 | ||||
Third Quarter |
$ | 47.25 | $ | 46.75 | ||||
Fourth Quarter |
$ | 47.75 | $ | 47.25 |
On January 1, 2013, a $.30 per share cash dividend was declared and on July 1, 2013 a $.30 per share cash dividend was declared and paid to shareholders of record on those dates. On January 1, 2014, a $.30 per share cash dividend was declared and on July 1, 2014, a $.30 per share cash dividend was declared and paid to shareholders of record on those dates. Future dividends will be dependent upon the Companys profitability, its capital needs, overall financial condition, economic and regulatory consideration.
Annual Meeting and Information Contacts
The Annual Meeting of Shareholders will be held in the Main Office of
Wilson Bank Holding Company at 7:00 P.M., April 13, 2015
at 623 West Main Street, Lebanon, Tennessee.
For further information concerning Wilson Bank Holding Company or Wilson Bank & Trust, or to obtain a copy of the Companys Annual Report on Form 10-K as filed with the Securities and Exchange Commission, which is available without charge to shareholders, please contact Lisa Pominski, CFO, Wilson Bank & Trust, P.O. Box 768, Lebanon, Tennessee 37088-0768, phone (615) 443-6612.
WILSON BANK HOLDING COMPANY FINANCIAL HIGHLIGHTS (UNAUDITED)
In Thousands, Except Per Share Information | ||||||||||||||||||||
As Of December 31, | ||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
CONSOLIDATED BALANCE SHEETS: |
||||||||||||||||||||
Total assets end of year |
$ | 1,873,242 | 1,748,971 | 1,680,820 | 1,577,370 | 1,488,106 | ||||||||||||||
Loans, net |
$ | 1,329,865 | 1,184,267 | 1,142,111 | 1,098,733 | 1,073,091 | ||||||||||||||
Securities |
$ | 374,543 | 356,196 | 332,786 | 325,195 | 290,428 | ||||||||||||||
Deposits |
$ | 1,660,270 | 1,554,255 | 1,493,922 | 1,406,042 | 1,331,282 | ||||||||||||||
Stockholders equity |
$ | 200,892 | 177,671 | 169,698 | 157,348 | 144,333 | ||||||||||||||
Years Ended December 31, | ||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
CONSOLIDATED STATEMENTS OF EARNINGS: |
||||||||||||||||||||
Interest income |
$ | 74,380 | 71,814 | 72,361 | 72,350 | 76,180 | ||||||||||||||
Interest expense |
9,768 | 10,879 | 14,107 | 17,890 | 24,052 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net interest income |
64,612 | 60,935 | 58,254 | 54,460 | 52,128 | |||||||||||||||
Provision for loan losses |
498 | 2,177 | 9,528 | 8,678 | 14,834 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net interest income after provision for loan losses |
64,114 | 58,758 | 48,726 | 45,782 | 37,294 | |||||||||||||||
Non-interest income |
16,678 | 15,204 | 16,035 | 14,476 | 14,266 | |||||||||||||||
Non-interest expense |
47,705 | 48,787 | 45,098 | 43,663 | 36,705 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes |
33,087 | 25,175 | 19,663 | 16,595 | 14,855 | |||||||||||||||
Income taxes |
12,310 | 9,306 | 7,515 | 6,545 | 5,828 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings |
$ | 20,777 | 15,869 | $ | 12,148 | 10,050 | 9,027 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash dividends declared |
$ | 4,510 | 4,464 | $ | 6,243 | 4,348 | 4,300 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
PER SHARE DATA: |
||||||||||||||||||||
Basic earnings per common share |
$ | 2.75 | 2.12 | 1.65 | 1.38 | 1.25 | ||||||||||||||
Diluted earnings per common share |
$ | 2.75 | 2.12 | 1.65 | 1.38 | 1.25 | ||||||||||||||
Cash dividends |
$ | 0.60 | 0.60 | 0.85 | 0.60 | 0.60 | ||||||||||||||
Book value |
$ | 26.53 | 23.69 | 22.87 | 21.54 | 19.98 | ||||||||||||||
RATIOS: |
||||||||||||||||||||
Return on average stockholders equity |
10.95 | % | 9.20 | % | 7.49 | % | 6.77 | % | 6.44 | % | ||||||||||
Return on average assets |
1.15 | % | 0.93 | % | 0.75 | % | 0.66 | % | 0.60 | % | ||||||||||
Capital to assets |
10.72 | % | 10.16 | % | 10.10 | % | 9.98 | % | 9.70 | % | ||||||||||
Dividends declared per share as percentage of basic earnings per share |
21.82 | % | 28.30 | % | 51.52 | % | 43.48 | % | 48.00 | % |
WILSON BANK HOLDING COMPANY
Consolidated Financial Statements
December 31, 2014 and 2013
(With Independent Auditors Report Thereon)
Stephen M. Maggart, CPA, ABV, CFF J. Mark Allen, CPA M. Todd Maggart, CPA, ABV, CFF Michael F. Murphy, CPA P. Jason Ricciardi, CPA, CGMA David B. von Dohlen, CPA T. Keith Wilson, CPA, CITP |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
Wilson Bank Holding Company:
We have audited the accompanying consolidated balance sheets of Wilson Bank Holding Company and Subsidiary as of December 31, 2014 and 2013, and the related consolidated statements of earnings, comprehensive earnings, changes in stockholders equity and cash flows for each of the years in the three-year period ended December 31, 2014. We also have audited Wilson Bank Holding Company and Subsidiarys internal control over financial reporting as of December 31, 2014, based on criteria established in Internal ControlIntegrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Wilson Bank Holding Companys management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Companys internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Wilson Bank Holding Company and Subsidiary as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three year period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, Wilson Bank Holding Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal ControlIntegrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Nashville, Tennessee
January 28, 2015
150 FOURTH AVENUE, NORTH SUITE 2150 NASHVILLE, TENNESSEE 37219-2431 (615) 252-6100 Fax (615) 252-6105
www.maggartpc.com
WILSON BANK HOLDING COMPANY
Consolidated Balance Sheets
December 31, 2014 and 2013
Dollars In Thousands | ||||||||
2014 | 2013 | |||||||
ASSETS |
||||||||
Loans, net of allowance for loan losses of $22,572 and $22,935, respectively Securities: |
$ | 1,329,865 | 1,184,267 | |||||
Held-to-maturity, at amortized cost (market value $28,400 and $26,561, respectively) |
28,123 | 26,823 | ||||||
Available-for-sale, at market (amortized cost $347,520 and $336,335, respectively) |
346,420 | 329,373 | ||||||
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Total securities |
374,543 | 356,196 | ||||||
Loans held for sale |
9,466 | 7,022 | ||||||
Federal funds sold |
16,005 | 38,190 | ||||||
Restricted equity securities, at cost |
3,012 | 3,012 | ||||||
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Total earning assets |
1,732,891 | 1,588,687 | ||||||
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Cash and due from banks |
52,002 | 73,314 | ||||||
Premises and equipment, net |
40,123 | 38,176 | ||||||
Accrued interest receivable |
5,463 | 5,063 | ||||||
Deferred income taxes |
9,171 | 11,437 | ||||||
Other real estate |
7,298 | 12,869 | ||||||
Bank owned life insurance and annuity contracts |
17,331 | 11,390 | ||||||
Goodwill |
4,805 | 4,805 | ||||||
Other assets |
4,158 | 3,230 | ||||||
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Total assets |
$ | 1,873,242 | 1,748,971 | |||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Deposits |
$ | 1,660,270 | 1,554,255 | |||||
Securities sold under repurchase agreements |
3,437 | 9,078 | ||||||
Accrued interest and other liabilities |
8,643 | 7,967 | ||||||
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Total liabilities |
1,672,350 | 1,571,300 | ||||||
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Stockholders equity: |
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Common stock, par value $2.00 per share, authorized 15,000,000 shares, 7,571,968 and 7,498,588 shares issued and outstanding, respectively |
15,144 | 14,997 | ||||||
Additional paid-in capital |
57,709 | 54,519 | ||||||
Retained earnings |
128,718 | 112,451 | ||||||
Net unrealized losses on available-for-sale securities, net of taxes of $421 and $2,666, respectively |
(679 | ) | (4,296 | ) | ||||
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Total stockholders equity |
200,892 | 177,671 | ||||||
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COMMITMENTS AND CONTINGENCIES |
||||||||
Total liabilities and stockholders equity |
$ | 1,873,242 | 1,748,971 | |||||
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See accompanying notes to consolidated financial statements.
WILSON BANK HOLDING COMPANY
Consolidated Statements of Earnings
Three Years Ended December 31, 2014
Dollars In Thousands (except per share data) | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Interest income: |
||||||||||||
Interest and fees on loans |
$ | 66,685 | 66,177 | 66,080 | ||||||||
Interest and dividends on securities: |
||||||||||||
Taxable securities |
6,464 | 4,411 | 5,253 | |||||||||
Exempt from Federal income taxes |
679 | 603 | 464 | |||||||||
Interest on loans held for sale |
263 | 258 | 307 | |||||||||
Interest on Federal funds sold |
167 | 215 | 129 | |||||||||
Interest and dividends on restricted equity securities |
122 | 150 | 128 | |||||||||
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Total interest income |
74,380 | 71,814 | 72,361 | |||||||||
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Interest expense: |
||||||||||||
Interest on negotiable order of withdrawal accounts |
1,587 | 1,589 | 1,942 | |||||||||
Interest on money market accounts and other savings accounts |
2,366 | 2,407 | 2,705 | |||||||||
Interest on certificates of deposit and individual retirement accounts |
5,791 | 6,832 | 9,403 | |||||||||
Interest on securities sold under repurchase agreements |
23 | 50 | 56 | |||||||||
Interest on Federal funds purchased |
1 | 1 | 1 | |||||||||
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Total interest expense |
9,768 | 10,879 | 14,107 | |||||||||
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|
|||||||
Net interest income before provision for loan losses |
64,612 | 60,935 | 58,254 | |||||||||
Provision for loan losses |
498 | 2,177 | 9,528 | |||||||||
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Net interest income after provision for loan losses |
64,114 | 58,758 | 48,726 | |||||||||
Non-interest income |
16,678 | 15,204 | 16,035 | |||||||||
Non-interest expense |
(47,705 | ) | (48,787 | ) | (45,098 | ) | ||||||
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|||||||
Earnings before income taxes |
33,087 | 25,175 | 19,663 | |||||||||
Income taxes |
12,310 | 9,306 | 7,515 | |||||||||
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Net earnings |
$ | 20,777 | 15,869 | 12,148 | ||||||||
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Basic earnings per common share |
$ | 2.75 | 2.12 | 1.65 | ||||||||
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Diluted earnings per common share |
$ | 2.75 | 2.12 | 1.65 | ||||||||
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Weighted average common shares outstanding: |
||||||||||||
Basic |
7,547,087 | 7,472,373 | 7,360,485 | |||||||||
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Diluted |
7,551,480 | 7,477,171 | 7,365,648 | |||||||||
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See accompanying notes to consolidated financial statements.
WILSON BANK HOLDING COMPANY
Consolidated Statements of Comprehensive Earnings
Three Years Ended December 31, 2014
Dollars In Thousands | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net earnings |
$ | 20,777 | 15,869 | 12,148 | ||||||||
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Other comprehensive earnings (losses), net of tax: |
||||||||||||
Net unrealized gains (losses) on available-for-sale securities arising during period, net of taxes of $2,454, $4,231 and $1,158, respectively |
3,953 | (6,820 | ) | 1,867 | ||||||||
Reclassification adjustment for net gains included in net earnings, net of taxes of $209, $30 and $100, respectively |
(336 | ) | (48 | ) | (160 | ) | ||||||
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Other comprehensive earnings (losses) |
3,617 | (6,868 | ) | 1,707 | ||||||||
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Comprehensive earnings |
$ | 24,394 | 9,001 | 13,855 | ||||||||
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See accompanying notes to consolidated financial statements.
WILSON BANK HOLDING COMPANY
Consolidated Statements of Changes in Stockholders Equity
Three Years Ended December 31, 2014
Dollars In Thousands | ||||||||||||||||||||
Net Unrealized | ||||||||||||||||||||
Additional | Gain (Loss) On | |||||||||||||||||||
Common | Paid-In | Retained | Available-For- | |||||||||||||||||
Stock | Capital | Earnings | Sale Securities | Total | ||||||||||||||||
Balance December 31, 2011 |
$ | 14,608 | 46,734 | 95,141 | 865 | 157,348 | ||||||||||||||
Cash dividends declared, $.85 per share |
| | (6,243 | ) | | (6,243 | ) | |||||||||||||
Issuance of 106,230 shares of stock pursuant to dividend reinvestment plan |
212 | 4,306 | | | 4,518 | |||||||||||||||
Issuance of 8,788 shares of stock pursuant to exercise of stock options |
18 | 171 | | | 189 | |||||||||||||||
Share based compensation expense |
| 31 | | | 31 | |||||||||||||||
Net change in fair value of available-for-sale securities during the year, net of taxes of $1,058 |
| | | 1,707 | 1,707 | |||||||||||||||
Net earnings for the year |
| | 12,148 | | 12,148 | |||||||||||||||
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Balance December 31, 2012 |
14,838 | 51,242 | 101,046 | 2,572 | 169,698 | |||||||||||||||
Cash dividends declared, $.60 per share |
| | (4,464 | ) | | (4,464 | ) | |||||||||||||
Issuance of 73,411 shares of stock pursuant to dividend reinvestment plan |
147 | 3,101 | | | 3,248 | |||||||||||||||
Issuance of 5,973 shares of stock pursuant to exercise of stock options |
12 | 144 | | | 156 | |||||||||||||||
Share based compensation expense |
| 32 | | | 32 | |||||||||||||||
Net change in fair value of available-for-sale securities during the year, net of taxes of $4,261 |
| | | (6,868 | ) | (6,868 | ) | |||||||||||||
Net earnings for the year |
| | 15,869 | | 15,869 | |||||||||||||||
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Balance December 31, 2013 |
14,997 | 54,519 | 112,451 | (4,296 | ) | 177,671 | ||||||||||||||
Cash dividends declared, $.60 per share |
| | (4,510 | ) | | (4,510 | ) | |||||||||||||
Issuance of 69,289 shares of stock pursuant to dividend reinvestment plan |
139 | 3,065 | | | 3,204 | |||||||||||||||
Issuance of 6,144 shares of stock pursuant to exercise of stock options |
12 | 174 | | | 186 | |||||||||||||||
Share based compensation expense |
| 41 | | | 41 | |||||||||||||||
Net change in fair value of available-for-sale securities during the year, net of taxes of $2,245 |
| | | 3,617 | 3,617 | |||||||||||||||
Repurchase of 2,053 common shares |
(4 | ) | (90 | ) | | | (94 | ) | ||||||||||||
Net earnings for the year |
| | 20,777 | | 20,777 | |||||||||||||||
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Balance December 31, 2014 |
$ | 15,144 | 57,709 | 128,718 | (679 | ) | 200,892 | |||||||||||||
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See accompanying notes to consolidated financial statements.
WILSON BANK HOLDING COMPANY
Consolidated Statements of Cash Flows
Three Years Ended December 31, 2014
Increase (Decrease) in Cash and Cash Equivalents
Dollars In Thousands | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Cash flows from operating activities: |
||||||||||||
Interest received |
$ | 75,937 | 75,201 | 76,329 | ||||||||
Fees received |
13,269 | 11,816 | 12,171 | |||||||||
Other income received |
| | 3 | |||||||||
Proceeds from sales of loans |
105,414 | 121,055 | 137,836 | |||||||||
Origination of loans held for sale |
(105,078 | ) | (109,131 | ) | (135,107 | ) | ||||||
Interest paid |
(9,964 | ) | (11,396 | ) | (14,876 | ) | ||||||
Cash paid to suppliers and employees |
(45,890 | ) | (41,968 | ) | (38,789 | ) | ||||||
Income taxes paid |
(12,277 | ) | (8,413 | ) | (8,152 | ) | ||||||
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Net cash provided by operating activities |
21,411 | 37,164 | 29,415 | |||||||||
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Cash flows from investing activities: |
||||||||||||
Purchase of available-for-sale securities |
(171,497 | ) | (109,662 | ) | (217,500 | ) | ||||||
Proceeds from calls, maturities and paydowns of available-for-sale securities |
86,946 | 76,811 | 173,266 | |||||||||
Proceeds from sale of available-for-sale securities |
72,215 | 6,867 | 37,353 | |||||||||
Purchase of held-to-maturity securities |
(3,610 | ) | (14,250 | ) | (2,587 | ) | ||||||
Proceeds from maturities and paydowns of held-to-maturity securities |
2,049 | 2,749 | 1,437 | |||||||||
Loans made to customers, net of repayments |
(144,410 | ) | (48,636 | ) | (61,432 | ) | ||||||
Purchase of annuity contracts and life insurance |
| | (4,072 | ) | ||||||||
Purchase of bank owned life insurance |
(5,565 | ) | (5,000 | ) | | |||||||
Purchase of bank premises and equipment |
(4,145 | ) | (4,074 | ) | (1,946 | ) | ||||||
Proceeds from sale of other assets |
4 | 51 | 70 | |||||||||
Proceeds from sale of other real estate |
3,945 | 5,053 | 8,977 | |||||||||
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Net cash used in investing activities |
(164,068 | ) | (90,091 | ) | (66,434 | ) | ||||||
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Cash flows from financing activities: |
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Net increase in non-interest bearing, savings, NOW and money market deposit accounts |
147,458 | 95,320 | 123,050 | |||||||||
Net decrease in time deposits |
(41,443 | ) | (34,987 | ) | (35,170 | ) | ||||||
Net increase (decrease) in securities sold under agreements to repurchase |
(5,641 | ) | (1,506 | ) | 3,165 | |||||||
Dividends paid |
(4,510 | ) | (4,464 | ) | (6,243 | ) | ||||||
Proceeds from sale of common stock pursuant to dividend reinvestment |
3,204 | 3,248 | 4,518 | |||||||||
Proceeds from sale of common stock pursuant to exercise of stock options |
186 | 156 | 189 | |||||||||
Repurchase of common shares |
(94 | ) | | | ||||||||
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Net cash provided by financing activities |
99,160 | 57,767 | 89,509 | |||||||||
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Net increase (decrease) in cash and cash equivalents |
(43,497 | ) | 4,840 | 52,490 | ||||||||
Cash and cash equivalents at beginning of year |
111,504 | 106,664 | 54,174 | |||||||||
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Cash and cash equivalents at end of year |
$ | 68,007 | 111,504 | 106,664 | ||||||||
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See accompanying notes to consolidated financial statements.
WILSON BANK HOLDING COMPANY
Consolidated Statements of Cash Flows, Continued
Three Years Ended December 31, 2014
Increase (Decrease) in Cash and Cash Equivalents
Dollars In Thousands | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Reconciliation of net earnings to net cash provided by operating activities: |
||||||||||||
Net earnings |
$ | 20,777 | 15,869 | 12,148 | ||||||||
Adjustments to reconcile net earnings to net cash provided by operating activities: |
||||||||||||
Depreciation, amortization and accretion |
4,162 | 4,787 | 5,106 | |||||||||
Provision for loan losses |
498 | 2,177 | 9,528 | |||||||||
Share based compensation expense |
41 | 32 | 31 | |||||||||
Provision for deferred tax expense (benefit) |
634 | 1,068 | (814 | ) | ||||||||
Write downs and loss (gains) on sales of other real estate, net |
(77 | ) | 1,642 | 3,286 | ||||||||
Loss on sales of other assets |
6 | 3 | 2 | |||||||||
Gain on sale of premises and equipment |
(7 | ) | (12 | ) | | |||||||
Security gains |
(545 | ) | (78 | ) | (259 | ) | ||||||
Decrease (increase) in loans held for sale |
(2,444 | ) | 8,626 | (873 | ) | |||||||
Increase (decrease) in taxes payable |
(601 | ) | (175 | ) | 177 | |||||||
Decrease (increase) in other assets |
(1,297 | ) | 1,337 | 700 | ||||||||
Decrease (increase) in accrued interest receivable |
(400 | ) | 363 | 504 | ||||||||
Decrease in interest payable |
(196 | ) | (517 | ) | (769 | ) | ||||||
Increase in accrued expenses |
860 | 2,042 | 648 | |||||||||
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Total adjustments |
634 | 21,295 | 17,267 | |||||||||
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Net cash provided by operating activities |
$ | 21,411 | 37,164 | 29,415 | ||||||||
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Supplemental Schedule of Non-Cash Activities: |
||||||||||||
Unrealized gain (loss) in value of securities available-for-sale, net of taxes of $2,245 in 2014, $4,261 in 2013, and $1,058 in 2012 |
$ | 3,617 | (6,868 | ) | 1,707 | |||||||
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Non-cash transfers from loans to other real estate |
$ | 799 | 5,539 | 9,236 | ||||||||
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Non-cash transfers from other real estate to loans |
$ | 2,502 | 1,282 | 783 | ||||||||
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Non-cash transfers from loans to other assets |
$ | 17 | 46 | 73 | ||||||||
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See accompanying notes to consolidated financial statements.
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements
December 31, 2014, 2013 and 2012
(1) | Summary of Significant Accounting Policies |
The accounting and reporting policies of Wilson Bank Holding Company (the Company) and Wilson Bank & Trust (Wilson Bank) are in accordance with accounting principles generally accepted in the United States of America (U.S.) and conform to general practices within the banking industry. The following is a brief summary of the significant policies.
(a) | Principles of Consolidation |
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Wilson Bank. All significant intercompany accounts and transactions have been eliminated in consolidation.
(b) | Nature of Operations |
Wilson Bank operates under a state bank charter and provides full banking services. As a state-chartered bank that is not a member of the Federal Reserve, Wilson Bank is subject to regulations of the Tennessee Department of Financial Institutions and the Federal Deposit Insurance Corporation (FDIC). The areas served by Wilson Bank include Wilson County, DeKalb County, Rutherford County, Smith County, Trousdale County, Sumner County, and eastern Davidson County, Tennessee and surrounding counties in Middle Tennessee. Services are provided at the main office and twenty-four branch locations.
(c) | Estimates |
In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP), management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of deferred tax assets, other-than-temporary impairments of securities, and the fair value of financial instruments.
(d) | Significant Group Concentrations of Credit Risk |
Most of the Companys activities are with customers located within Middle Tennessee. The types of securities in which the Company invests are described in note 3. The types of lending in which the Company engages are described in note 2. The Company does not have any significant concentrations to any one industry or customer other than as disclosed in note 2.
Residential 1-4 family, commercial real estate and construction mortgage loans, represented 26%, 42% and 18% and 28%, 44% and 16% of the loan portfolio at December 31, 2014 and 2013, respectively.
(e) | Loans |
The Company grants mortgage, commercial and consumer loans to customers. A substantial portion of the loan portfolio is represented by mortgage loans throughout Middle Tennessee. The ability of the Companys debtors to honor their contracts is dependent upon the real estate and general economic conditions in this area.
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for unearned income, the allowance for loan losses, and any unamortized deferred fees or costs on originated loans, and premiums or discounts on purchased loans.
Loan origination fees, net of certain direct origination costs, as well as premiums and discounts, are deferred and amortized on a straight line basis over the respective term of the loan.
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(1) | Summary of Significant Accounting Policies, Continued |
(e) | Loans, Continued |
As part of our routine credit monitoring process, the Company performs regular credit reviews of the loan portfolio and loans receive risk ratings by the assigned credit officer, which are subject to validation by our independent loan review department. Risk ratings are categorized as pass, special mention, substandard or doubtful. The Company believes that our categories follow those outlined by our primary regulator.
Generally the accrual of interest on mortgage and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Credit card loans and other personal loans are typically charged off no later than when they become 180 days past due. Past due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.
All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
(f) | Allowance for Loan Losses |
Management provides for loan losses by establishing an allowance. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.
The allowance for loan losses is evaluated on a monthly basis by management and is based upon managements monthly review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrowers ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
In assessing the adequacy of the allowance, we also consider the results of our ongoing independent loan review process. We undertake this process both to ascertain whether there are loans in the portfolio whose credit quality has weakened over time and to assist in our overall evaluation of the risk characteristics of the entire loan portfolio. Our loan review process includes the judgment of management, independent loan reviewers, and reviews that may have been conducted by third-party reviewers. We incorporate relevant loan review results in the loan impairment determination. In addition, regulatory agencies, as an integral part of their examination process, will periodically review the Companys allowance for loan losses and may require the Company to record adjustments to the allowance based on their judgment about information available to them at the time of their examinations.
In addition to the independent loan review process, the aforementioned risk ratings are subject to continual review by the loan officer to determine that the appropriate risk ratings are being utilized in our allowance for loan loss process. Each risk rating is also subject to review by our independent loan review department. Currently, our independent loan review department targets reviews of 100% of existing loan relationships with aggregate debt of $1.0 million and greater and new loans with aggregate debt of $500,000 and greater. In addition, loan review targets portfolio segments, loans assigned to a particular lending officer, and loans with four or more renewals.
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(1) | Summary of Significant Accounting Policies, Continued |
(f) | Allowance for Loan Losses, Continued |
The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are individually classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical charge-off experience and other adjustments based on managements assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrowers prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial, mortgage and agricultural loans by either the present value of expected future cash flows discounted at the loans effective interest rate, the loans obtainable market price, or the fair value of the collateral if the loan is collateral dependent.
Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer loans for impairment disclosures, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.
(g) | Debt and Equity Securities |
Certain debt securities that management has the positive intent and ability to hold to maturity are classified as held to maturity and recorded at amortized cost. Trading securities are recorded at fair value with changes in fair value included in earnings. Securities not classified as held to maturity or trading, including equity securities with readily determinable fair values, are classified as available for sale and recorded at fair value based on available market prices, with unrealized gains and losses excluded from earnings and reported in other comprehensive income on an after-tax basis. Securities classified as available for sale are held for indefinite periods of time and may be sold in response to movements in market interest rates, changes in the maturity or mix of Company assets and liabilities or demand for liquidity. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.
Other-than-temporary ImpairmentImpaired securities are assessed quarterly for the presence of other-than-temporary impairment (OTTI). A decline in the fair value of any available-for-sale or held-to-maturity security below cost that is deemed to be other-than-temporary results in a reduction in the carrying amount of the security. To determine whether OTTI has occurred, management considers factors such as (1) length of time and extent that fair value has been less than cost, (2) the financial condition and near term prospectus of the issuer, and (3) the Banks ability and intent to hold the security for a period sufficient to allow for any anticipated recovery in fair value. If management deems a security to be OTTI, management reviews the present value of the future cash flows associated with the security. A shortfall of the present value of the cash flows expected to be collected in relation to the amortized cost basis is referred to as a credit loss. If a credit loss is identified, the credit loss is recognized as a charge to earnings and a new cost basis for the security is established. If management concludes that no credit loss exists and it is not more-likely-than-not that it will be required to sell the security before the recovery of the securitys cost basis, then the security is not deemed OTTI and the shortfall is recorded as a component of equity.
No securities have been classified as trading securities.
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(1) | Summary of Significant Accounting Policies, Continued |
(h) | Federal Home Loan Bank Stock |
The Company, as a member of the Federal Home Loan Bank (FHLB) Cincinnati system, is required to maintain an investment in capital stock of the FHLB. Based on redemption provisions of the FHLB, the stock has no quoted market value and is carried at par value, which approximates its fair value. Management reviews the investment for impairment based on the ultimate recoverability of the cost basis in the FHLB stock. As of December 31, 2014, the minimum required investment was approximately $2,600,000. Stock redemptions are at the discretion of the FHLB.
(i) | Loans Held for Sale |
Loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value. For loans carried at lower of cost or fair value, gains and losses on loans sales (sales proceeds minus carrying value) are recorded in non-interest income, and direct loan origination costs and fees are deferred at origination of the loan and are recognized in non-interest income upon sale of the loan.
(j) | Premises and Equipment |
Premises and equipment are stated at cost. Depreciation is computed primarily by the straight-line method over the estimated useful lives of the related assets. Gains or losses realized on items retired and otherwise disposed of is credited or charged to operations and cost and related accumulated depreciation are removed from the asset and accumulated depreciation accounts.
Expenditures for major renovations and improvements of premises and equipment are capitalized and those for maintenance and repairs are charged to earnings as incurred.
(k) | Other Real Estate |
Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less the estimated cost to sell at the date of foreclosure, establishing a new cost basis. Subsequent to their acquisition by the Company, valuations of these assets are periodically performed by management, and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance [i.e. any direct write-downs] are included in net expenses from foreclosed assets.
(l) | Intangible Assets |
The Financial Accounting Standards Board FASB Accounting Standards Codification ASC 350, Goodwill and Other Intangible Assets (ASC 350) requires that management determine the allocation of intangible assets into identifiable groups at the date of acquisition and that appropriate amortization periods be established. Under the provisions of FASB ASC 350, goodwill is not to be amortized; rather, it is to be monitored for impairment and written down to the impairment value at the time impairment occurs. The Company has determined that no impairment loss needs to be recognized related to its goodwill.
(m) | 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 sold are purchased and sold for one-day periods. Management makes deposits only with financial institutions it considers to be financially sound.
(n) | Long-Term Assets |
Premises and equipment, intangible assets, and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(1) | Summary of Significant Accounting Policies, Continued |
(o) | Securities Sold Under Agreements to Repurchase |
Substantially all repurchase agreement liabilities represent amounts advanced by various customers. Securities are pledged to cover these liabilities, which are not covered by Federal deposit insurance.
(p) | Income Taxes |
The Company accounts for Income Taxes in accordance with income tax accounting guidance (FASB ASC 740, Income Taxes). The Company follows accounting guidance related to accounting for uncertainty in income taxes, which sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions.
The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.
Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to managements judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.
The Company recognizes interest and penalties on income taxes as a component of income tax expense.
(q) | Stock Options |
Stock compensation accounting guidance (FASB ASC 718, CompensationStock Compensation) requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the grant date fair value of the equity or liability instruments issued. The stock compensation accounting guidance covers a wide range of share-based compensation arrangements including stock options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans.
The stock compensation accounting guidance requires that compensation cost for all stock awards be calculated and recognized over the employees service period, generally defined as the vesting period. For awards with graded-vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options.
(r) | Advertising Costs |
Advertising costs are expensed as incurred by the Company and totaled $1,884,000, $2,104,000 and $1,230,000 for 2014, 2013 and 2012, respectively.
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(1) | Summary of Significant Accounting Policies, Continued |
(s) | Earnings Per Share |
Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects additional potential common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method.
(t) | Fair Value of Financial Instruments |
Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in note 20 of the consolidated financial statements. Fair value estimates involve uncertainties and matters of significant judgment. Changes in assumptions or in market conditions could significantly affect the estimates.
(u) | Reclassifications |
Certain reclassifications have been made to the 2013 and 2012 figures to conform to the presentation for 2014.
(v) | Off-Balance-Sheet Financial Instruments |
In the ordinary course of business Wilson Bank, has entered into off-balance-sheet financial instruments consisting of commitments to extend credit, commitments under credit card arrangements, commercial letters of credit and standby letters of credit. Such financial instruments are recorded in the financial statements when they are funded or related fees are incurred or received.
(w) | Recently Adopted Accounting Pronouncements |
In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income which provides disclosure guidance on amounts reclassified out of Accumulated Other Comprehensive Income by component. The adoption of this ASU did not have any impact on the Companys financial position or results of operations but has impacted our financial statement disclosure. As shown on the statement of comprehensive earnings for the three years ended December 31, 2014, the Company reclassified approximately $336,000, $48,000 and $160,000 of net gains out of other comprehensive earnings into gain on the sale of investment securities, net of tax.
In January 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-04, ReceivablesTroubled Debt Restructurings by Creditors (Subtopic 310-40); Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans Upon Foreclosure, to reduce the diversity in reporting when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. The amendments in this ASU clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The Company adopted this ASU in the first quarter of 2014 using the prospective method and had one loan that met the above stated criteria as of December 31, 2014 totaling $279,000. The total amount of foreclosed residential real property amounted to $456,000 at December 31, 2014.
There were no other recently issued accounting pronouncements that are expected to materially impact the Company.
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(2) | Loans and Allowance for Loan Losses |
The classification of loans at December 31, 2014 and 2013 is as follows:
In Thousands | ||||||||
2014 | 2013 | |||||||
Mortgage loans on real estate: |
||||||||
Residential 1-4 family |
$ | 350,758 | 332,432 | |||||
Multifamily |
31,242 | 13,920 | ||||||
Commercial |
564,965 | 526,258 | ||||||
Construction |
245,830 | 194,426 | ||||||
Farmland |
30,236 | 22,771 | ||||||
Second mortgages |
9,026 | 10,511 | ||||||
Equity lines of credit |
41,496 | 34,185 | ||||||
|
|
|
|
|||||
Total mortgage loans on real estate |
1,273,553 | 1,134,503 | ||||||
|
|
|
|
|||||
Commercial loans |
30,000 | 29,444 | ||||||
|
|
|
|
|||||
Agriculture loans |
1,670 | 2,099 | ||||||
|
|
|
|
|||||
Consumer installment loans: |
||||||||
Personal |
37,745 | 37,789 | ||||||
Credit cards |
3,280 | 3,329 | ||||||
|
|
|
|
|||||
Total consumer installment loans |
41,025 | 41,118 | ||||||
|
|
|
|
|||||
Other loans |
10,530 | 3,291 | ||||||
|
|
|
|
|||||
1,356,778 | 1,210,455 | |||||||
Net deferred loan fees |
(4,341 | ) | (3,253 | ) | ||||
|
|
|
|
|||||
Total loans |
1,352,437 | 1,207,202 | ||||||
Less: Allowance for loan losses |
(22,572 | ) | (22,935 | ) | ||||
|
|
|
|
|||||
Loans, net |
$ | 1,329,865 | 1,184,267 | |||||
|
|
|
|
At December 31, 2014, variable rate and fixed rate loans totaled $863,474,000 and $488,963,000, respectively. At December 31, 2013, variable rate loans were $771,739,000 and fixed rate loans totaled $435,463,000.
In the normal course of business, Wilson Bank has made loans at prevailing interest rates and terms to directors and executive officers of the Company and to their affiliates. The aggregate amount of these loans was $11,744,000 and $10,821,000 at December 31, 2014 and 2013, respectively. None of these loans were restructured, charged-off or involved more than the normal risk of collectibility or presented other unfavorable features during the three years ended December 31, 2014.
An analysis of the activity with respect to such loans to related parties is as follows:
In Thousands | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Balance, January 1 |
$ | 10,821 | 9,309 | |||||
New loans and renewals during the year |
9,406 | 9,984 | ||||||
Repayments (including loans paid by renewal) during the year |
(8,483 | ) | (8,472 | ) | ||||
|
|
|
|
|||||
Balance, December 31 |
$ | 11,744 | 10,821 | |||||
|
|
|
|
During 2013 and 2012 a director of the Company performed appraisals related to certain loan customers. Fees paid to the director for these services were $237,000 and $364,000 in 2013 and 2012, respectively.
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(2) | Loans and Allowance for Loan Losses, Continued |
A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310), when based on current information and events, it is probable that the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming commercial and real estate loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. Substantially all of the Companys impaired loans are collateral dependent.
The following tables, present the Companys impaired loans at December 31, 2014 and 2013:
In Thousands | ||||||||||||||||||||
Unpaid | Average | Interest | ||||||||||||||||||
Recorded | Principal | Related | Recorded | Income | ||||||||||||||||
Investment | Balance | Allowance | Investment | Recognized | ||||||||||||||||
December 31, 2014 |
||||||||||||||||||||
With no related allowance recorded: |
||||||||||||||||||||
Residential 1-4 family |
$ | 1,891 | 1,854 | | 1,081 | 114 | ||||||||||||||
Multifamily |
| | | | | |||||||||||||||
Commercial real estate |
1,352 | 2,188 | | 5,984 | 95 | |||||||||||||||
Construction |
| | | 673 | | |||||||||||||||
Farmland |
| | | | | |||||||||||||||
Second mortgages |
281 | 280 | | 222 | 3 | |||||||||||||||
Equity lines of credit |
| | | | | |||||||||||||||
Commercial |
| | | | | |||||||||||||||
Agricultural, installment and other |
| | | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 3,524 | 4,322 | | 7,960 | 212 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
In Thousands | ||||||||||||||||||||
Unpaid | Average | Interest | ||||||||||||||||||
Recorded | Principal | Related | Recorded | Income | ||||||||||||||||
Investment | Balance | Allowance | Investment | Recognized | ||||||||||||||||
December 31, 2014 |
||||||||||||||||||||
With allowance recorded: |
||||||||||||||||||||
Residential 1-4 family |
$ | 1,219 | 1,207 | 376 | 1,363 | 61 | ||||||||||||||
Multifamily |
| | | | | |||||||||||||||
Commercial real estate |
5,131 | 6,811 | 1,135 | 5,755 | 202 | |||||||||||||||
Construction |
| | | 1,815 | | |||||||||||||||
Farmland |
702 | 701 | 120 | 767 | 7 | |||||||||||||||
Second mortgages |
| | | | | |||||||||||||||
Equity lines of credit |
| | | | | |||||||||||||||
Commercial |
| | | | | |||||||||||||||
Agricultural, installment and other |
| | | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 7,052 | 8,719 | 1,631 | 9,700 | 270 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(2) | Loans and Allowance for Loan Losses, Continued |
In Thousands | ||||||||||||||||||||
Unpaid | Average | Interest | ||||||||||||||||||
Recorded | Principal | Related | Recorded | Income | ||||||||||||||||
Investment | Balance | Allowance | Investment | Recognized | ||||||||||||||||
December 31, 2014 |
||||||||||||||||||||
Total: |
||||||||||||||||||||
Residential 1-4 family |
$ | 3,110 | 3,061 | 376 | 2,444 | 175 | ||||||||||||||
Multifamily |
| | | | | |||||||||||||||
Commercial real estate |
6,483 | 8,999 | 1,135 | 11,739 | 297 | |||||||||||||||
Construction |
| | | 2,488 | | |||||||||||||||
Farmland |
702 | 701 | 120 | 767 | 7 | |||||||||||||||
Second mortgages |
281 | 280 | | 222 | 3 | |||||||||||||||
Equity lines of credit |
| | | | | |||||||||||||||
Commercial |
| | | | | |||||||||||||||
Agricultural, installment and other |
| | | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 10,576 | 13,041 | 1,631 | 17,660 | 482 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
In Thousands | ||||||||||||||||||||
Unpaid | Average | Interest | ||||||||||||||||||
Recorded | Principal | Related | Recorded | Income | ||||||||||||||||
Investment | Balance | Allowance | Investment | Recognized | ||||||||||||||||
December 31, 2013 |
||||||||||||||||||||
With no related allowance recorded: |
||||||||||||||||||||
Residential 1-4 family |
$ | 357 | 404 | | 2,947 | 16 | ||||||||||||||
Multifamily |
| | | | | |||||||||||||||
Commercial real estate |
7,234 | 7,199 | | 3,750 | 260 | |||||||||||||||
Construction |
1,393 | 1,393 | | 2,265 | 11 | |||||||||||||||
Farmland |
| | | | | |||||||||||||||
Second mortgages |
606 | 606 | | 665 | | |||||||||||||||
Equity lines of credit |
| | | | | |||||||||||||||
Commercial |
| | | 52 | | |||||||||||||||
Agricultural, installment and other |
| | | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 9,590 | 9,602 | | 9,679 | 287 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(2) | Loans and Allowance for Loan Losses, Continued |
In Thousands | ||||||||||||||||||||
Unpaid | Average | Interest | ||||||||||||||||||
Recorded | Principal | Related | Recorded | Income | ||||||||||||||||
Investment | Balance | Allowance | Investment | Recognized | ||||||||||||||||
December 31, 2013 |
||||||||||||||||||||
With allowance recorded: |
||||||||||||||||||||
Residential 1-4 family |
$ | 3,972 | 4,186 | 1,150 | 5,107 | 187 | ||||||||||||||
Multifamily |
| | | | | |||||||||||||||
Commercial real estate |
10,589 | 12,226 | 2,300 | 11,834 | 264 | |||||||||||||||
Construction |
2,413 | 2,413 | 950 | 5,859 | | |||||||||||||||
Farmland |
131 | 131 | 57 | 1,818 | 8 | |||||||||||||||
Second mortgages |
156 | 155 | 49 | 157 | | |||||||||||||||
Equity lines of credit |
174 | 174 | 10 | 175 | 9 | |||||||||||||||
Commercial |
| | | | | |||||||||||||||
Agricultural, installment and other |
| | | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 17,435 | 19,285 | 4,516 | 24,950 | 468 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total: |
||||||||||||||||||||
Residential 1-4 family |
$ | 4,329 | 4,590 | 1,150 | 8,054 | 203 | ||||||||||||||
Multifamily |
| | | | | |||||||||||||||
Commercial real estate |
17,823 | 19,425 | 2,300 | 15,584 | 524 | |||||||||||||||
Construction |
3,806 | 3,806 | 950 | 8,124 | 11 | |||||||||||||||
Farmland |
131 | 131 | 57 | 1,818 | 8 | |||||||||||||||
Second mortgages |
762 | 761 | 49 | 822 | | |||||||||||||||
Equity lines of credit |
174 | 174 | 10 | 175 | 9 | |||||||||||||||
Commercial |
| | | 52 | | |||||||||||||||
Agricultural, installment and other |
| | | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 27,025 | 28,887 | 4,516 | 34,629 | 755 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
The following tables present the Companys nonaccrual loans, credit quality indicators and past due loans as of December 31, 2014 and 2013.
Loans on Nonaccrual Status
In Thousands | ||||||||
2014 | 2013 | |||||||
Residential 1-4 family |
$ | 42 | 726 | |||||
Multifamily |
| | ||||||
Commercial real estate |
| 21 | ||||||
Construction |
| 3,524 | ||||||
Farmland |
574 | 700 | ||||||
Second mortgages |
| 606 | ||||||
Equity lines of credit |
| | ||||||
Commercial |
| | ||||||
Agricultural, installment and other |
| | ||||||
|
|
|
|
|||||
Total |
$ | 616 | 5,577 | |||||
|
|
|
|
The amount of interest income that would have been recognized for the years ended December 31, 2014 and 2013 amounted to $39,000 and $296,000, respectively, if the above nonaccrual loans had been current.
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(2) | Loans and Allowance for Loan Losses, Continued |
Potential problem loans, which include nonperforming loans, amounted to approximately $35.8 million at December 31, 2014 compared to $38.0 million at December 31, 2013. Potential problem loans represent those loans with a well defined weakness and where information about possible credit problems of borrowers has caused management to have serious doubts about the borrowers ability to comply with present repayment terms. This definition is believed to be substantially consistent with the standards established by the FDIC, the Companys primary federal regulator, for loans classified as special mention, substandard, or doubtful, excluding the impact of nonperforming loans.
The following table presents our loan balances by primary loan classification and the amount classified within each risk rating category. Pass rated loans include all credits other than those included in special mention, substandard and doubtful which are defined as follows:
| Special mention loans have potential weaknesses that deserve managements close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Companys credit position at some future date. |
| Substandard loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness or weaknesses that jeopardize liquidation of the debt. Substandard loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. |
| Doubtful loans have all the characteristics of substandard loans with the added characteristics that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The Company considers all doubtful loans to be impaired and places the loans on nonaccrual status. |
Credit Quality Indicators
In Thousands | ||||||||||||||||||||||||||||||||||||||||
Residential 1-4 Family |
Multifamily | Commercial Real Estate |
Construction | Farmland | Second Mortgages |
Equity Lines of Credit |
Commercial | Agricultural, Installment and Other |
Total | |||||||||||||||||||||||||||||||
Credit Risk Profile by Internally Assigned Grade |
||||||||||||||||||||||||||||||||||||||||
December 31, 2014 |
||||||||||||||||||||||||||||||||||||||||
Pass |
$ | 339,529 | 31,242 | 545,301 | 243,416 | 29,260 | 8,007 | 41,274 | 29,893 | 53,048 | 1,320,970 | |||||||||||||||||||||||||||||
Special mention |
7,681 | | 13,313 | 2,362 | 57 | 347 | 176 | 18 | 16 | 23,970 | ||||||||||||||||||||||||||||||
Substandard |
3,548 | | 6,351 | 52 | 919 | 672 | 46 | 89 | 161 | 11,838 | ||||||||||||||||||||||||||||||
Doubtful |
| | | | | | | | | | ||||||||||||||||||||||||||||||
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|
|
|||||||||||||||||||||
Total |
$ | 350,758 | 31,242 | 564,965 | 245,830 | 30,236 | 9,026 | 41,496 | 30,000 | 53,225 | 1,356,778 | |||||||||||||||||||||||||||||
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December 31, 2013 |
||||||||||||||||||||||||||||||||||||||||
Pass |
$ | 319,762 | 13,920 | 507,769 | 190,083 | 22,324 | 9,135 | 33,964 | 29,298 | 46,248 | 1,172,503 | |||||||||||||||||||||||||||||
Special mention |
9,460 | | 5,308 | 367 | 64 | 665 | 174 | 26 | 46 | 16,110 | ||||||||||||||||||||||||||||||
Substandard |
3,210 | | 13,181 | 3,976 | 383 | 711 | 47 | 120 | 214 | 21,842 | ||||||||||||||||||||||||||||||
Doubtful |
| | | | | | | | | | ||||||||||||||||||||||||||||||
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|
|||||||||||||||||||||
Total |
$ | 332,432 | 13,920 | 526,258 | 194,426 | 22,771 | 10,511 | 34,185 | 29,444 | 46,508 | 1,210,455 | |||||||||||||||||||||||||||||
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|
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(2) | Loans and Allowance for Loan Losses, Continued |
Age Analysis of Past Due Loans
In Thousands | ||||||||||||||||||||||||||||
30-59 Days Past Due |
60-89 Days Past Due |
Nonaccrual and Greater Than 90 Days |
Total Nonaccrual and Past Due |
Current | Total Loans | Recorded Investment Greater Than 90 Days and Accruing |
||||||||||||||||||||||
December 31, 2014 |
||||||||||||||||||||||||||||
Residential 1-4 family |
$ | 6,166 | 1,275 | 1,352 | 8,793 | 341,965 | 350,758 | 1,310 | ||||||||||||||||||||
Multifamily |
| | | | 31,242 | 31,242 | | |||||||||||||||||||||
Commercial real estate |
2,151 | 242 | 19 | 2,412 | 562,553 | 564,965 | 19 | |||||||||||||||||||||
Construction |
125 | 91 | 73 | 289 | 245,541 | 245,830 | 73 | |||||||||||||||||||||
Farmland |
88 | | 594 | 682 | 29,554 | 30,236 | 20 | |||||||||||||||||||||
Second mortgages |
286 | 18 | 70 | 374 | 8,652 | 9,026 | 70 | |||||||||||||||||||||
Equity lines of credit |
346 | | 5 | 351 | 41,145 | 41,496 | 5 | |||||||||||||||||||||
Commercial |
37 | | | 37 | 29,963 | 30,000 | | |||||||||||||||||||||
Agricultural, installment and other |
301 | 126 | 44 | 471 | 52,754 | 53,225 | 44 | |||||||||||||||||||||
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|||||||||||||||
Total |
9,500 | 1,752 | 2,157 | 13,409 | 1,343,369 | 1,356,778 | 1,541 | |||||||||||||||||||||
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|||||||||||||||
December 31, 2013 |
||||||||||||||||||||||||||||
Residential 1-4 family |
$ | 5,034 | 221 | 1,582 | 6,837 | 325,595 | 332,432 | 856 | ||||||||||||||||||||
Multifamily |
| | | | 13,920 | 13,920 | | |||||||||||||||||||||
Commercial real estate |
287 | 19 | 710 | 1,016 | 525,242 | 526,258 | 689 | |||||||||||||||||||||
Construction |
948 | 20 | 3,795 | 4,763 | 189,663 | 194,426 | 271 | |||||||||||||||||||||
Farmland |
8 | | 700 | 708 | 22,063 | 22,771 | | |||||||||||||||||||||
Second mortgages |
78 | | 611 | 689 | 9,822 | 10,511 | 5 | |||||||||||||||||||||
Equity lines of credit |
48 | 27 | | 75 | 34,110 | 34,185 | | |||||||||||||||||||||
Commercial |
122 | | 285 | 407 | 29,037 | 29,444 | 285 | |||||||||||||||||||||
Agricultural, installment and other |
484 | 115 | 27 | 626 | 45,882 | 46,508 | 27 | |||||||||||||||||||||
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|||||||||||||||
Total |
$ | 7,009 | 402 | 7,710 | 15,121 | 1,195,334 | 1,210,455 | 2,133 | ||||||||||||||||||||
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WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(2) | Loans and Allowance for Loan Losses, Continued |
Transactions in the allowance for loan losses for the years ended December 31, 2014 and 2013 are summarized as follows:
In Thousands | ||||||||||||||||||||||||||||||||||||||||
Residential 1-4 Family |
Multifamily | Commercial Real Estate |
Construction | Farmland | Second Mortgages |
Equity Lines of Credit |
Commercial | Agricultural, Installment and Other |
Total | |||||||||||||||||||||||||||||||
December 31, 2014 |
||||||||||||||||||||||||||||||||||||||||
Allowance for loan losses: |
||||||||||||||||||||||||||||||||||||||||
Beginning balance |
$ | 4,935 | 77 | 10,918 | 5,159 | 618 | 205 | 300 | 395 | 328 | 22,935 | |||||||||||||||||||||||||||||
Provision |
1,059 | 95 | (378 | ) | 102 | 176 | (164 | ) | 3 | (641 | ) | 246 | 498 | |||||||||||||||||||||||||||
Charge-offs |
(468 | ) | | (968 | ) | (7 | ) | | | | (37 | ) | (387 | ) | (1,867 | ) | ||||||||||||||||||||||||
Recoveries |
56 | | 6 | 324 | 1 | 20 | 1 | 459 | 139 | 1,006 | ||||||||||||||||||||||||||||||
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|||||||||||||||||||||
Ending balance |
$ | 5,582 | 172 | 9,578 | 5,578 | 795 | 61 | 304 | 176 | 326 | 22,572 | |||||||||||||||||||||||||||||
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|||||||||||||||||||||
Ending balance individually evaluated for impairment |
$ | 376 | | 1,135 | | 120 | | | | | 1,631 | |||||||||||||||||||||||||||||
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|||||||||||||||||||||
Ending balance collectively evaluated for impairment |
$ | 5,206 | 172 | 8,443 | 5,578 | 675 | 61 | 304 | 176 | 326 | 20,941 | |||||||||||||||||||||||||||||
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|||||||||||||||||||||
Ending balance loans acquired with deteriorated credit quality |
$ | | | | | | | | | | | |||||||||||||||||||||||||||||
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Loans: |
||||||||||||||||||||||||||||||||||||||||
Ending balance |
$ | 350,758 | 31,242 | 564,965 | 245,830 | 30,236 | 9,026 | 41,496 | 30,000 | 53,225 | 1,356,778 | |||||||||||||||||||||||||||||
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Ending balance individually evaluated for impairment |
$ | 3,061 | | 6,455 | | 701 | 280 | | | | 10,497 | |||||||||||||||||||||||||||||
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Ending balance collectively evaluated for impairment |
$ | 347,697 | 31,242 | 558,510 | 245,830 | 29,535 | 8,746 | 41,496 | 30,000 | 53,225 | 1,346,281 | |||||||||||||||||||||||||||||
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Ending balance loans acquired with deteriorated credit quality |
$ | | | | | | | | | | | |||||||||||||||||||||||||||||
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|
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(2) | Loans and Allowance for Loan Losses, Continued |
In Thousands | ||||||||||||||||||||||||||||||||||||||||
Residential 1-4 Family |
Multifamily | Commercial Real Estate |
Construction | Farmland | Second Mortgages |
Equity Lines of Credit |
Commercial | Agricultural, Installment and Other |
Total | |||||||||||||||||||||||||||||||
December 31, 2013 |
||||||||||||||||||||||||||||||||||||||||
Allowance for loan losses: |
||||||||||||||||||||||||||||||||||||||||
Beginning balance |
$ | 5,699 | 89 | 9,305 | 7,191 | 1,658 | 272 | 492 | 382 | 409 | 25,497 | |||||||||||||||||||||||||||||
Provision |
36 | (12 | ) | 3,063 | (741 | ) | (266 | ) | (70 | ) | (89 | ) | 131 | 125 | 2,177 | |||||||||||||||||||||||||
Charge-offs |
(877 | ) | | (1,478 | ) | (1,470 | ) | (781 | ) | (7 | ) | (104 | ) | (149 | ) | (381 | ) | (5,247 | ) | |||||||||||||||||||||
Recoveries |
77 | | 28 | 179 | 7 | 10 | 1 | 31 | 175 | 508 | ||||||||||||||||||||||||||||||
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|||||||||||||||||||||
Ending balance |
$ | 4,935 | 77 | 10,918 | 5,159 | 618 | 205 | 300 | 395 | 328 | 22,935 | |||||||||||||||||||||||||||||
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|||||||||||||||||||||
Ending balance individually evaluated for impairment |
$ | 1,150 | | 2,300 | 950 | 57 | 49 | 10 | | | 4,516 | |||||||||||||||||||||||||||||
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Ending balance collectively evaluated for impairment |
$ | 3,785 | 77 | 8,618 | 4,209 | 561 | 156 | 290 | 395 | 328 | 18,419 | |||||||||||||||||||||||||||||
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|||||||||||||||||||||
Ending balance loans acquired with deteriorated credit quality |
$ | | | | | | | | | | | |||||||||||||||||||||||||||||
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Loans: |
||||||||||||||||||||||||||||||||||||||||
Ending balance |
$ | 332,432 | 13,920 | 526,258 | 194,426 | 22,771 | 10,511 | 34,185 | 29,444 | 46,508 | 1,210,455 | |||||||||||||||||||||||||||||
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|||||||||||||||||||||
Ending balance individually evaluated for impairment |
$ | 4,303 | | 17,722 | 3,806 | 130 | 761 | 174 | | | 26,896 | |||||||||||||||||||||||||||||
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|||||||||||||||||||||
Ending balance collectively evaluated for impairment |
$ | 328,129 | 13,920 | 508,536 | 190,620 | 22,641 | 9,750 | 34,011 | 29,444 | 46,508 | 1,183,559 | |||||||||||||||||||||||||||||
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Ending balance loans acquired with deteriorated credit quality |
$ | | | | | | | | | | | |||||||||||||||||||||||||||||
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WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(2) | Loans and Allowance for Loan Losses, Continued |
The Companys loan portfolio includes certain loans that have been modified in a troubled debt restructuring (TDR), where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. The concessions typically result from the Companys loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrowers sustained repayment performance for a reasonable period, generally six months.
The following table summarizes the carrying balances of TDRs at December 31, 2014 and December 31, 2013 (dollars in thousands):
2014 | 2013 | |||||||
Performing TDRs |
$ | 5,448 | 6,487 | |||||
Nonperforming TDRs |
2,592 | 758 | ||||||
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|
|||||
Total TDRs |
$ | 8,040 | 7,245 | |||||
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|
|
The following table outlines the amount of each troubled debt restructuring categorized by loan classification for the years ended December 31, 2014 and 2013
(dollars in thousands):
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||
Number of Contracts |
Pre Modification Outstanding Recorded Investment |
Post Modification Outstanding Recorded Investment, Net of Related Allowance |
Number of Contracts |
Pre Modification Outstanding Recorded Investment |
Post Modification Outstanding Recorded Investment, Net of Related Allowance |
|||||||||||||||||||
Residential 1-4 family |
6 | $ | 1,346 | $ | 1,218 | 6 | $ | 800 | $ | 800 | ||||||||||||||
Multifamily |
| | | | | | ||||||||||||||||||
Commercial real estate |
2 | 1,020 | 1,020 | 2 | 5,522 | 3,291 | ||||||||||||||||||
Construction |
| | | 1 | 282 | 282 | ||||||||||||||||||
Farmland |
| | | | | | ||||||||||||||||||
Second mortgages |
| | | 1 | 24 | 24 | ||||||||||||||||||
Equity lines of credit |
| | | | | | ||||||||||||||||||
Commercial |
1 | 3 | 3 | | | | ||||||||||||||||||
Agricultural, installment and other |
1 | 1 | 1 | 2 | 13 | 13 | ||||||||||||||||||
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Total |
10 | $ | 2,370 | $ | 2,242 | 12 | $ | 6,641 | $ | 4,410 | ||||||||||||||
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As of December 31, 2014 the Company had two loans totaling $844,000 previously classified as troubled debt restructurings default within twelve months of the restructuring. As of December 31, 2013 the Company did not have any loans previously classified as troubled debt restructurings subsequently defult within twelve months of the restructuring. A default is defined as an occurrence which violates the terms of the receivables contract.
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(2) | Loans and Allowance for Loan Losses, Continued |
The Companys principal customers are primarily in the Middle Tennessee area with a concentration in Wilson County, Tennessee. Credit is extended to businesses and individuals and is evidenced by promissory notes. The terms and conditions of the loans including collateral vary depending upon the purpose of the credit and the borrowers financial condition.
In 2014, 2013 and 2012, the Company originated loans in the secondary market of $105,078,000, $109,131,000 and $135,107,000, respectively. The fees and gain on sale of these loans totaled $2,780,000 $3,298,000 and $3,602,000 in 2014, 2013 and 2012, respectively. The Company sells loans to third-party investors on a loan-by-loan basis and has not entered into any forward commitments with investors for future bulk sales. All of these loans sales transfer servicing rights to the buyer.
In some instances Wilson Bank sells loans that contain provisions which permit the borrower to seek recourse against Wilson Bank in certain circumstances. At December 31, 2014 and 2013, total loans sold with recourse in the secondary market aggregated $79,682,000 and $111,914,000, respectively. At December 31, 2014, Wilson Bank has not been required to repurchase a significant amount of the loans originated by Wilson Bank and sold in the secondary market. Management expects no material losses to result from these recourse provisions.
(3) | Debt and Equity Securities |
Debt and equity securities have been classified in the consolidated balance sheet according to managements intent. Debt and equity securities at December 31, 2014 consist of the following:
Securities Held-To-Maturity | ||||||||||||||||
In Thousands | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Market Value |
|||||||||||||
Mortgage-backed: |
||||||||||||||||
Government-sponsored enterprises (GSEs)* residential |
$ | 7,398 | 76 | 147 | 7,327 | |||||||||||
Obligations of states and political subdivisions |
20,725 | 389 | 41 | 21,073 | ||||||||||||
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|||||||||
$ | 28,123 | 465 | 188 | 28,400 | ||||||||||||
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|
|
Securities Available-For-Sale | ||||||||||||||||
In Thousands | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Market Value |
|||||||||||||
U.S. Government-sponsored enterprises (GSEs)* |
$ | 131,767 | 129 | 1,329 | 130,567 | |||||||||||
Mortgage-backed: |
||||||||||||||||
GSE residential |
170,802 | 731 | 464 | 171,069 | ||||||||||||
Asset-backed: |
||||||||||||||||
SBAP |
30,627 | 98 | 205 | 30,520 | ||||||||||||
Obligations of states and political subdivisions |
14,324 | 98 | 158 | 14,264 | ||||||||||||
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|||||||||
$ | 347,520 | 1,056 | 2,156 | 346,420 | ||||||||||||
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|
* | Such as Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Federal Home Loan Banks, Federal Farm Credit Banks and Government National Mortgage Association. |
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(3) | Debt and Equity Securities, Continued |
The Companys classification of securities at December 31, 2013 is as follows:
Securities Held-To-Maturity | ||||||||||||||||
In Thousands | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Market Value |
|||||||||||||
Mortgage-backed: |
||||||||||||||||
Government-sponsored enterprises (GSEs)* residential |
$ | 8,649 | 73 | 520 | 8,202 | |||||||||||
Obligations of states and political subdivisions |
18,174 | 424 | 239 | 18,359 | ||||||||||||
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|
|
|||||||||
$ | 26,823 | 497 | 759 | 26,561 | ||||||||||||
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|
|
|
Securities Available-For-Sale | ||||||||||||||||
In Thousands | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Market Value |
|||||||||||||
U.S. Government-sponsored enterprises (GSEs)* |
$ | 141,968 | 10 | 5,892 | 136,086 | |||||||||||
Mortgage-backed: |
||||||||||||||||
GSE residential |
175,855 | 808 | 1,481 | 175,182 | ||||||||||||
Asset-backed: |
||||||||||||||||
SBAP |
4,801 | | 69 | 4,732 | ||||||||||||
Obligations of states and political subdivisions |
13,711 | 71 | 409 | 13,373 | ||||||||||||
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|
|||||||||
$ | 336,335 | 889 | 7,851 | 329,373 | ||||||||||||
|
|
|
|
|
|
|
|
* | Such as Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Federal Home Loan Banks, Federal Farm Credit Banks and Government National Mortgage Association. |
Included in mortgage-backed GSE residential available for sale securities are collateralized mortgage obligations totaling $12,254,000 (fair value of $12,305,000) and $5,617,000 (fair value of $5,674,000) at December 31, 2014 and 2013, respectively.
The amortized cost and estimated market value of debt securities at December 31, 2014, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
In Thousands | ||||||||
Securities Held-To-Maturity |
Estimated | |||||||
Amortized | Market | |||||||
Cost | Value | |||||||
Due in one year or less |
$ | 3,131 | 3,179 | |||||
Due after one year through five years |
10,088 | 10,325 | ||||||
Due after five years through ten years |
3,202 | 3,241 | ||||||
Due after ten years |
4,304 | 4,328 | ||||||
|
|
|
|
|||||
20,725 | 21,073 | |||||||
Mortgage-backed securities |
7,398 | 7,327 | ||||||
|
|
|
|
|||||
$ | 28,123 | 28,400 | ||||||
|
|
|
|
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(3) | Debt and Equity Securities, Continued |
In Thousands | ||||||||
Securities Available-For-Sale |
Estimated | |||||||
Amortized | Market | |||||||
Cost | Value | |||||||
Due in one year or less |
$ | 2,351 | 2,354 | |||||
Due after one year through five years |
55,661 | 55,283 | ||||||
Due after five years through ten years |
87,398 | 86,514 | ||||||
Due after ten years |
681 | 680 | ||||||
|
|
|
|
|||||
146,091 | 144,831 | |||||||
Mortgage and asset-backed securities |
201,429 | 201,589 | ||||||
|
|
|
|
|||||
$ | 347,520 | 346,420 | ||||||
|
|
|
|
Results from sales of debt and equity securities are as follows:
In Thousands | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Gross proceeds |
$ | 72,215 | 6,867 | 37,353 | ||||||||
|
|
|
|
|
|
|||||||
Gross realized gains |
$ | 638 | 78 | $ | 261 | |||||||
Gross realized losses |
(93 | ) | | (2 | ) | |||||||
|
|
|
|
|
|
|||||||
Net realized gains |
$ | 545 | 78 | $ | 259 | |||||||
|
|
|
|
|
|
Securities carried in the balance sheet of approximately $187,059,000 (approximate market value of $186,091,000) and $156,443,000 (approximate market value of $151,345,000) were pledged to secure public deposits and for other purposes as required or permitted by law at December 31, 2014 and 2013, respectively.
Included in the securities above are $21,823,000 (approximate market value of $22,162,000) and $18,391,000 (approximate market value of $18,545,000) at December 31, 2014 and 2013, respectively, in obligations of political subdivisions located within the State of Tennessee. Management purchases only obligations of such political subdivisions it considers to be financially sound.
Securities that have rates that adjust prior to maturity totaled $11,950,000 (approximate market value of $11,943,000) and $12,000 (approximate market value of $12,000) at December 31, 2014 and 2013, respectively.
Temporarily Impaired Securities
The following table shows the gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2014.
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(3) | Debt and Equity Securities, Continued |
Available for sale and held to maturity securities that have been in a continuous unrealized loss position at December 31, 2014 are as follows:
In Thousands, Except Number of Securities | ||||||||||||||||||||||||||||||||
Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||||||||||
Fair Value | Unrealized Losses |
Number of Securities Included |
Fair Value | Unrealized Losses |
Number of Securities Included |
Fair Value | Unrealized Losses |
|||||||||||||||||||||||||
Held to Maturity Securities: |
||||||||||||||||||||||||||||||||
Debt securities: |
||||||||||||||||||||||||||||||||
Mortgage-backed: |
||||||||||||||||||||||||||||||||
GSE residential |
$ | | $ | | | $ | 4,674 | $ | 147 | 4 | $ | 4,674 | $ | 147 | ||||||||||||||||||
Obligations of states and political subdivisions |
| | | 2,577 | 41 | 6 | 2,577 | 41 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
$ | | $ | | | $ | 7,251 | $ | 188 | 10 | $ | 7,251 | $ | 188 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Available-for-Sale Securities: |
||||||||||||||||||||||||||||||||
Debt securities: |
||||||||||||||||||||||||||||||||
GSEs |
$ | 34,753 | $ | 143 | 10 | $ | 74,250 | $ | 1,186 | 24 | $ | 109,003 | $ | 1,329 | ||||||||||||||||||
Mortgage-backed: |
||||||||||||||||||||||||||||||||
GSE residential |
66,504 | 279 | 36 | 22,172 | 185 | 13 | 88,676 | 464 | ||||||||||||||||||||||||
Asset-backed: |
||||||||||||||||||||||||||||||||
SBAP |
16,114 | 205 | 9 | | | | 16,114 | 205 | ||||||||||||||||||||||||
Obligations of states and political subdivisions |
2,078 | 8 | 4 | 4,699 | 150 | 13 | 6,777 | 158 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
$ | 119,449 | $ | 635 | 59 | $ | 101,121 | $ | 1,521 | 50 | $ | 220,570 | $ | 2,156 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4) | Restricted Equity Securities |
Restricted equity securities consists of stock of the Federal Home Loan Bank of Cincinnati amounting to $3,012,000 at December 31, 2014 and 2013. The stock can be sold back only at par or a value as determined by the issuing institution and only to the respective financial institution or to another member institution. These securities are recorded at cost.
(5) | Premises and Equipment |
The detail of premises and equipment at December 31, 2014 and 2013 is as follows:
In Thousands | ||||||||
2014 | 2013 | |||||||
Land |
$ | 16,662 | 15,140 | |||||
Buildings |
27,898 | 25,859 | ||||||
Leasehold improvements |
140 | 140 | ||||||
Furniture and equipment |
7,115 | 6,698 | ||||||
Automobiles |
112 | 123 | ||||||
Construction-in-progress |
3 | 1,100 | ||||||
|
|
|
|
|||||
51,930 | 49,060 | |||||||
Less accumulated depreciation |
(11,807 | ) | (10,884 | ) | ||||
|
|
|
|
|||||
$ | 40,123 | 38,176 | ||||||
|
|
|
|
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(5) | Premises and Equipment, Continued |
During 2014, 2013 and 2012 payments of $1,176,000, $1,154,000 and $343,000, respectively, were made to an entity owned by a director for the construction of buildings and minor repair work.
Depreciation expense was $2,205,000, $1,763,000 and $1,530,000 for the years ended December 31, 2014, 2013 and 2012, respectively.
(6) | Acquired Intangible Assets and Goodwill |
The intangible assets result from the excess of purchase price over the applicable book value of the net assets acquired of 50% owned subsidiaries in 2005.
The premium on purchased deposits was amortized on a straight-line basis over 7 years ending in 2012. Amortization was $112,000 and $396,000 for the years ended December 31, 2013 and 2012, respectively.
In Thousands | ||||||||
2014 | 2013 | |||||||
Goodwill: |
||||||||
Balance at January 1, |
$ | 4,805 | 4,805 | |||||
Goodwill acquired during year |
| | ||||||
Impairment loss |
| | ||||||
|
|
|
|
|||||
Balance at December 31, |
$ | 4,805 | 4,805 | |||||
|
|
|
|
(7) | Deposits |
Deposits at December 31, 2014 and 2013 are summarized as follows:
In Thousands | ||||||||
2014 | 2013 | |||||||
Demand deposits |
$ | 155,721 | 136,525 | |||||
Savings accounts |
102,432 | 93,130 | ||||||
Negotiable order of withdrawal accounts |
375,967 | 329,572 | ||||||
Money market demand accounts |
479,549 | 406,984 | ||||||
Certificates of deposit $100,000 or greater |
229,709 | 251,722 | ||||||
Other certificates of deposit |
225,766 | 240,815 | ||||||
Individual retirement accounts $100,000 or greater |
40,590 | 42,487 | ||||||
Other individual retirement accounts |
50,536 | 53,020 | ||||||
|
|
|
|
|||||
$ | 1,660,270 | 1,554,255 | ||||||
|
|
|
|
Principal maturities of certificates of deposit and individual retirement accounts at December 31, 2014 are as follows:
(In Thousands) | ||||
Maturity |
Total | |||
2015 |
$ | 293,919 | ||
2016 |
103,990 | |||
2017 |
98,920 | |||
2018 |
28,209 | |||
2019 |
21,311 | |||
Thereafter |
252 | |||
|
|
|||
$ | 546,601 | |||
|
|
The aggregate amount of overdrafts reclassified as loans receivable was $373,000 and $212,000 December 31, 2014 and 2013, respectively.
As of December 31, 2014 and 2013, the Bank was not required to maintain a cash balance with the Federal Reserve.
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(8) | Securities Sold Under Repurchase Agreements |
Securities sold under repurchase agreements were $3,437,000 and $9,078,000 at December 31, 2014 and 2013, respectively. The maximum amounts of outstanding repurchase agreements at any month end during 2014 and 2013 was $8,753,000 and $10,527,000, respectively. The average daily balance outstanding during 2014 and 2013 was $5,784,000 and $9,438,000, respectively. The weighted-average interest rate on the outstanding balance at December 31, 2014 and 2013 was .27% and .50%, respectively. The underlying securities are typically held by other financial institutions and are designated as pledged.
(9) | Non-Interest Income and Non-Interest Expense |
The significant components of non-interest income and non-interest expense for the years ended December 31, 2014, 2013 and 2012 are presented below:
In Thousands | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Non-interest income: |
||||||||||||
Service charges on deposits |
$ | 4,374 | 4,090 | 4,568 | ||||||||
Other fees and commissions |
8,895 | 7,726 | 7,603 | |||||||||
Security gains, net |
545 | 78 | 259 | |||||||||
Fees and gains on sales of loans |
2,780 | 3,298 | 3,602 | |||||||||
Gain on sale of other real estate, net |
77 | | | |||||||||
Other income |
7 | 12 | 3 | |||||||||
|
|
|
|
|
|
|||||||
$ | 16,678 | 15,204 | 16,035 | |||||||||
|
|
|
|
|
|
In Thousands | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Non-interest expense: |
||||||||||||
Employee salaries and benefits |
$ | 27,793 | 25,697 | 23,984 | ||||||||
Occupancy expenses |
3,100 | 2,715 | 2,626 | |||||||||
Furniture and equipment expenses |
1,767 | 1,406 | 1,175 | |||||||||
Loss on sales of other assets, net |
6 | 3 | 2 | |||||||||
Write downs and loss on sales of other real estate, net |
| 1,642 | 3,286 | |||||||||
Data processing expenses |
2,313 | 1,902 | 1,433 | |||||||||
FDIC insurance |
1,049 | 1,220 | 1,738 | |||||||||
Directors fees |
720 | 707 | 762 | |||||||||
Legal fees and litigation losses |
92 | 2,980 | 178 | |||||||||
Other operating expenses |
10,865 | 10,515 | 9,914 | |||||||||
|
|
|
|
|
|
|||||||
$ | 47,705 | 48,787 | 45,098 | |||||||||
|
|
|
|
|
|
(10) | Income Taxes |
The components of the net deferred tax asset are as follows:
In Thousands | ||||||||
2014 | 2013 | |||||||
Deferred tax asset: |
||||||||
Federal |
$ | 9,818 | 11,638 | |||||
State |
1,556 | 1,928 | ||||||
|
|
|
|
|||||
11,374 | 13,566 | |||||||
|
|
|
|
|||||
Deferred tax liability: |
||||||||
Federal |
(1,829 | ) | (1,768 | ) | ||||
State |
(374 | ) | (361 | ) | ||||
|
|
|
|
|||||
(2,203 | ) | (2,129 | ) | |||||
|
|
|
|
|||||
Net deferred tax asset |
$ | 9,171 | 11,437 | |||||
|
|
|
|
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(10) | Income Taxes, Continued |
The tax effects of each type of significant item that gave rise to deferred tax assets (liabilities) are:
In Thousands | ||||||||
2014 | 2013 | |||||||
Financial statement allowance for loan losses in excess of tax allowance |
$ | 8,191 | 8,330 | |||||
Excess of depreciation deducted for tax purposes over the amounts deducted in the financial statements |
(1,723 | ) | (1,650 | ) | ||||
Financial statement deduction for deferred compensation in excess of deduction for tax purposes |
1,010 | 908 | ||||||
Writedown of other real estate not deductible for income tax purposes until sold |
1,024 | 1,586 | ||||||
Financial statement income on FHLB stock dividends not recognized for tax purposes |
(480 | ) | (480 | ) | ||||
Unrealized loss on securities available-for-sale |
421 | 2,666 | ||||||
Miscellaneous |
728 | 77 | ||||||
|
|
|
|
|||||
$ | 9,171 | 11,437 | ||||||
|
|
|
|
The components of income tax expense (benefit) are summarized as follows:
In Thousands | ||||||||||||
Federal | State | Total | ||||||||||
2014 |
||||||||||||
Current |
$ | 10,201 | 1,475 | 11,676 | ||||||||
Deferred |
526 | 108 | 634 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 10,727 | 1,583 | 12,310 | ||||||||
|
|
|
|
|
|
|||||||
2013 |
||||||||||||
Current |
$ | 7,193 | 1,045 | 8,238 | ||||||||
Deferred |
898 | 170 | 1,068 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 8,091 | 1,215 | 9,306 | ||||||||
|
|
|
|
|
|
|||||||
2012 |
||||||||||||
Current |
$ | 7,022 | 1,307 | 8,329 | ||||||||
Deferred |
(732 | ) | (82 | ) | (814 | ) | ||||||
|
|
|
|
|
|
|||||||
Total |
$ | 6,290 | 1,225 | 7,515 | ||||||||
|
|
|
|
|
|
A reconciliation of actual income tax expense of $12,310,000, $9,306,000 and $7,515,000 for the years ended December 31, 2014, 2013 and 2012, respectively, to the expected tax expense (computed by applying the statutory rate of 34% to earnings before income taxes) is as follows:
In Thousands | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Computed expected tax expense |
$ | 11,250 | 8,559 | 6,686 | ||||||||
State income taxes, net of Federal income tax benefit |
1,029 | 937 | 780 | |||||||||
Tax exempt interest, net of interest expense exclusion |
(244 | ) | (234 | ) | (203 | ) | ||||||
Federal income tax rate in excess of statutory rate related to taxable income over $10 million |
290 | 204 | 206 | |||||||||
Earnings on cash surrender value of life insurance |
(128 | ) | (25 | ) | (82 | ) | ||||||
Expenses not deductible for tax purposes |
37 | 35 | 26 | |||||||||
Stock based compensation expense |
14 | 11 | 10 | |||||||||
Other |
62 | (181 | ) | 92 | ||||||||
|
|
|
|
|
|
|||||||
$ | 12,310 | 9,306 | 7,515 | |||||||||
|
|
|
|
|
|
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(10) | Income Taxes, Continued |
Total income tax expense for 2014, 2013 and 2012, includes $209,000, $30,000 and $100,000 of expense related to the realized gain and loss, respectively, on sale of securities.
As of December 31, 2014, 2013 and 2012 the Company has not accrued or recognized interest or penalties related to uncertain tax positions. It is the Companys policy to recognize interest and/or penalties related to income tax matters in income tax expense.
There were no unrecognized tax benefits at December 31, 2014.
Wilson Bank does not expect that unrecognized tax benefits will significantly increase or decrease within the next 12 months. Included in the balance at December 31, 2014, were approximately $11.4 million of tax positions (deferred tax assets) for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.
The Company and Wilson Bank file income tax returns in the United States (U.S.), as well as in the State of Tennessee. The Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2010. The Companys Federal tax returns have been audited through December 31, 2004 with no changes.
(11) | Commitments and Contingent Liabilities |
The Company is party to litigation and claims arising in the normal course of business. Management, after consultation with legal counsel, believes that the liabilities, if any, arising from such litigation and claims will not be material to the consolidated financial position.
In addition, the Company is currently involved in a lawsuit in which borrowers have alleged improper conduct by a former officer of the Company. Management, after consultation with legal counsel, does not believe losses, if any, will be material to the financial position of the Company.
Wilson Bank leases land for certain branch facilities and automatic teller machine locations. Future minimum rental payments required under the terms of the noncancellable leases are as follows:
Years Ending December 31, |
In Thousands | |||
2015 |
$ | 96 | ||
2016 |
50 | |||
2017 |
22 |
Total rent expense amounted to $133,000, $128,000 and $153,000, respectively, during the years ended December 31, 2014, 2013 and 2012.
The Company has lines of credit with other financial institutions totaling $53,000,000 at December 31, 2014 and 2013, respectively. At December 31, 2014 and 2013, respectively, there was no balance outstanding under these lines of credit.
(12) | Financial Instruments with Off-Balance-Sheet Risk |
The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments consist primarily of commitments to extend credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(12) | Financial Instruments with Off-Balance-Sheet Risk, Continued |
The Companys exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.
In Thousands | ||||||||
Contract or Notional Amount |
||||||||
2014 | 2013 | |||||||
Financial instruments whose contract amounts represent credit risk: |
||||||||
Unused commitments to extend credit |
$ | 307,332 | 185,633 | |||||
Standby letters of credit |
33,447 | 28,077 | ||||||
|
|
|
|
|||||
Total |
$ | 340,779 | 213,710 | |||||
|
|
|
|
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to be drawn upon, the total commitment amounts generally represent future cash requirements. The Company evaluates each customers credit-worthiness on a case-by-case basis. The amount of collateral, if deemed necessary by the Company upon extension of credit, is based on managements credit evaluation of the counterparty. Collateral normally consists of real property.
(13) | Concentration of Credit Risk |
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. Most guarantees extend from one to two years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The fair value of standby letters of credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements, the likelihood of the counter parties drawing on such financial instruments and the present creditworthiness of such counter parties. Such commitments have been made on terms which are competitive in the markets in which the Company operates; thus, the fair value of standby letters of credit equals the carrying value for the purposes of this disclosure. The maximum potential amount of future payments that the Company could be required to make under the guarantees totaled $33.4 million at December 31, 2014.
Practically all of the Companys loans, commitments, and commercial and standby letters of credit have been granted to customers in the Companys market area. Practically all such customers are depositors of Wilson Bank. Investment in state and municipal securities also include governmental entities within the Companys market area. The concentrations of credit by type of loan are set forth in note 2 to the consolidated financial statements.
At December 31, 2014, the Companys cash and due from banks and federal funds sold included commercial bank deposits aggregating $16,483,000 in excess of the FDIC limit of $250,000 per depositor.
Federal funds sold were deposited with two banks.
(14) | Employee Benefit Plan |
Wilson Bank has in effect a 401(k) plan (the 401(k) Plan) which covers eligible employees. To be eligible an employee must have obtained the age of 20 1/2. The provisions of the 401(k) Plan provide for both employee and employer contributions. For the years ended December 31, 2014, 2013 and 2012, Wilson Bank contributed $1,734,000, $1,612,000 and $1,519,000, respectively, to the 401(k) Plan.
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(15) | Dividend Reinvestment Plan |
Under the terms of the Companys dividend reinvestment plan (the DRIP) holders of common stock may elect to automatically reinvest cash dividends in additional shares of common stock. The Company may elect to sell original issue shares or to purchase shares in the open market for the account of participants. Original issue shares of 69,289 in 2014, 73,411 in 2013 and 106,230 in 2012 were sold to participants under the terms of the DRIP.
(16) | Regulatory Matters and Restrictions on Dividends |
The Company and Wilson Bank are subject to regulatory capital requirements administered by the FDIC, the Federal Reserve and the Tennessee Department of Financial Institutions. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Companys and Wilson Banks financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Wilson Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.
Quantitative measures established by regulation to ensure capital adequacy require the Company and Wilson Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of December 31, 2014 and 2013, that the Company and Wilson Bank meet all capital adequacy requirements to which they are subject.
As of December 31, 2014, the most recent notification from the FDIC categorized Wilson Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since the notification that management believes have changed Wilson Banks category. To be categorized as well capitalized as of December 31, 2014 and 2013, an institution must have maintained minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following tables and not have been subject to a written agreement, order or directive to maintain a higher capital level. The minimum capital levels required to be considered well-capitalized from and after January 1, 2015, are as follows: a Tier 1 leverage capital ratio of 5%, a common equity Tier 1 capital ratio of 6.5%, a Tier 1 risk-based capital ratio of 8% (up from 6.0% under the previous rules) and a total risk-based capital ratio of 10%. The Companys and Wilson Banks actual capital amounts and ratios as of December 31, 2014 and 2013, are also presented in the table:
Regulatory | Regulatory | |||||||||||||||||||||||
Minimum Capital | Minimum To Be | |||||||||||||||||||||||
Actual | Requirement | Well Capitalized | ||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||
December 31, 2014 |
||||||||||||||||||||||||
Total capital to risk weighted assets: |
||||||||||||||||||||||||
Consolidated |
$ | 214,779 | 15.0 | % | $ | 114,549 | 8.0 | % | $ | 143,186 | 10.0 | % | ||||||||||||
Wilson Bank |
213,447 | 14.9 | 114,602 | 8.0 | 143,253 | 10.0 | ||||||||||||||||||
Tier 1 capital to risk weighted assets: |
||||||||||||||||||||||||
Consolidated |
196,765 | 13.7 | 57,450 | 4.0 | 86,174 | 6.0 | ||||||||||||||||||
Wilson Bank |
195,433 | 13.6 | 57,480 | 4.0 | 86,220 | 6.0 | ||||||||||||||||||
Tier 1 capital to average assets: |
||||||||||||||||||||||||
Consolidated |
196,765 | 10.6 | 74,251 | 4.0 | N/A | N/A | ||||||||||||||||||
Wilson Bank |
195,433 | 10.5 | 74,451 | 4.0 | 93,063 | 5.0 |
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(16) | Regulatory Matters and Restrictions on Dividends, Continued |
Regulatory | Regulatory | |||||||||||||||||||||||
Minimum Capital | Minimum To Be | |||||||||||||||||||||||
Actual | Requirement | Well Capitalized | ||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||
December 31, 2013 |
||||||||||||||||||||||||
Total capital to risk weighted assets: |
||||||||||||||||||||||||
Consolidated |
$ | 193,746 | 14.7 | % | $ | 105,656 | 8.0 | % | $ | 132,070 | 10.0 | % | ||||||||||||
Wilson Bank |
190,911 | 14.5 | 105,622 | 8.0 | 132,027 | 10.0 | ||||||||||||||||||
Tier 1 capital to risk weighted assets: |
||||||||||||||||||||||||
Consolidated |
177,161 | 13.4 | 52,805 | 4.0 | 79,208 | 6.0 | ||||||||||||||||||
Wilson Bank |
174,326 | 13.2 | 52,826 | 4.0 | 79,239 | 6.0 | ||||||||||||||||||
Tier 1 capital to average assets: |
||||||||||||||||||||||||
Consolidated |
177,161 | 10.3 | 69,001 | 4.0 | N/A | N/A | ||||||||||||||||||
Wilson Bank |
174,326 | 10.1 | 69,040 | 4.0 | 86,300 | 5.0 |
In July 2013, the Federal banking regulators, in response to the Statutory Requirements of The Dodd-Frank Wall Street Reform and Consumer Protection Act, adopted new regulations implementing the Basel Capital Adequacy Accord (Basel III) and the related minimum capital ratios. The new capital requirements are effective January 1, 2015 and include a new Common Equity Tier I Ratio, which has stricter rules as to what qualifies as Common Equity Tier I Capital. A summary of the changes to the Regulatory Capital Ratios are as follows:
Guideline in Effect | ||||||||||||||||
At December 31, 2014 | Basel III Requirements | |||||||||||||||
Minimum | Well Capitalized |
Minimum | Well Capitalized |
|||||||||||||
Common Equity Tier I Ratio (Common Equity to Risk Weighted Assets) |
No Applicable | Not Applicable | 4.5 | % | 6.5 | % | ||||||||||
Tier I Capital to Risk Weighted Assets |
4 | % | 6 | % | 6 | % | 8 | % | ||||||||
Total Capital to Risk Weighted Assets |
8 | % | 10 | % | 8 | % | 10 | % | ||||||||
Tier I Leverage Ratio |
4 | % | 5 | % | 4 | % | 5 | % |
The guidelines under Basel III establish a 2.5% capital conservation buffer requirement that is phased in over four years beginning January 1, 2016. The buffer is related to Risk Weighted Assets. The Basel III minimum requirements after giving effect to the buffer are as follows:
2016 | 2017 | 2018 | 2019 | |||||||||||||
Common Equity Tier I Ratio |
5.125 | % | 5.75 | % | 6.375 | % | 7.0 | % | ||||||||
Tier I Capital to Risk Weighted Assets Ratio |
6.625 | % | 7.25 | % | 7.875 | % | 8.5 | % | ||||||||
Total Capital to Risk Weighted Assets Ratio |
8.625 | % | 9.25 | % | 9.875 | % | 10.5 | % |
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(16) | Regulatory Matters and Restrictions on Dividends, Continued |
In order to avoid limitations on capital distributions such as dividends and certain discretionary bonus payments to executive officers, a banking organization must maintain capital ratios above the minimum ratios including the buffer.
The requirements of Basel III also place additional restrictions on the inclusion of deferred tax assets and capitalized mortgage servicing rights as a percentage of Tier I Capital. In addition, the risk weights assigned to certain assets such as past due loans and certain real estate loans have been increased.
The requirements of Basel III allow banks and bank holding companies with less than $250 billion in assets a one-time opportunity to opt-out of a requirement to include unrealized gains and losses in accumulated other comprehensive income in their capital calculation. The Company and Wilson Bank intend to opt out of this requirement.
(17) | Salary Deferral Plans |
Wilson Bank provides its executive officers an Executive Salary Continuation Plan, which also provides for death and disability benefits. The Executive Salary Continuation Plan was established by the Board of Directors to reward executive management for past performance and to provide additional incentive to retain the service of executive management. There were ten employees participating in the Executive Salary Continuation Plan at December 31, 2014.
The Executive Salary Continuation Plan provides retirement benefits for a period of 180 months after the employee reaches the age of 65 and/or age 55 after 20 years of service. The Executive Salary Continuation Plan also provides benefits over a period of fifteen years in the event the executive should die or become disabled prior to reaching retirement. Wilson Bank has purchased insurance policies or other assets to provide the benefits listed above. The insurance policies remain the sole property of Wilson Bank and are payable to Wilson Bank. At December 31, 2014 and 2013, the salary deferral compensation liability totaled $1,878,000 and $1,916,000, respectively, the cash surrender value of life insurance was $3,024,000 and $2,381,000, respectively, and the face amount of the insurance policies in force approximated $9,984,000 and $7,109,000, respectively, at December 31, 2014 and 2013. The Executive Salary Continuation Plan is not qualified under Section 401 of the Internal Revenue Code.
During November 2012, the Company amended its Executive Salary Continuation Plan effectively freezing accrued benefits so that no additional benefits will be accrued under the existing Executive Salary Continuation Plan. The frozen disability benefit will be paid until the applicable executives normal retirement age at which time such benefit will be reduced to the normal retirement benefit provided for under the applicable Executive Salary Continuation Plan agreement for the remaining benefit period.
In November 2012, Supplemental Executive Retirement Plan (SERP) Agreements were entered into with Wilson Banks executive officers to provide certain supplemental nonqualified pension benefits to the executives in coordination with the freezing of the benefits under the executives Salary Continuation Agreement. The SERP Agreements when combined with the frozen Salary Continuation Agreements continue to provide the executives with the same benefits as provided under the Salary Continuation Agreements for the 180-month period provided for thereunder and then continue a portion of that benefit for the remainder of each of the executives lives. In November 2012, Wilson Bank purchased Flexible Premium Indexed Deferred Annuity Contracts in the amount of $3,809,000 to fund the benefits under the SERP Agreements. The Salary Continuation Agreements, as amended, and the SERP Agreements together provide for the payment of an annual cash benefit to each of the executives (or their beneficiaries) following the executives separation from service from Wilson Bank under a variety of circumstances including both the executives voluntary termination of the executives employment with Wilson Bank and the involuntary termination of the executive by Wilson Bank without cause. The payments are made partially from the frozen Salary Continuation Agreements and partially from the SERP Agreements for 180 months following an executives termination of service (in most cases) and a portion of the payments then continue for the remainder of the executives life under the SERP Agreements. At December 31, 2014 and 2013, the value of the Flexible Indexed Annuity Contracts totaled $3,987,000 and $4,009,000 and the salary deferral compensation liability totaled $697,000 and $364,000, respectively.
The Company purchased insurance policies during 2014 to provide death benefits as provided for in the plans. The insurance policies remain the sole property of the Company and are payable to the Company. The cash surrender value of life insurance totaled $10,320,000 and $5,000,000 and the face amount of the insurance policies in force approximated $26,090,000 and $12,939,000 at December 31, 2014 and 2013, respectively.
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(18) | Stock Option Plan |
In April 1999, the stockholders of the Company approved the Wilson Bank Holding Company 1999 Stock Option Plan (the 1999 Stock Option Plan). The Stock Option Plan provides for the granting of stock options, and authorizes the issuance of common stock upon the exercise of such options, for up to 200,000 shares of common stock, to officers and other key employees of the Company and its subsidiaries. Furthermore, the Company may reserve additional shares for issuance under the 1999 Stock Option Plan as needed in order that the aggregate number of shares that may be issued during the term of the 1999 Stock Option Plan is equal to five percent (5%) of the shares of common stock then issued and outstanding.
In April 2009, the Companys shareholders approved the Wilson Bank Holding Company 2009 Stock Option Plan (the 2009 Stock Option Plan). The 2009 Stock Option Plan is effective as of April 14, 2009 and replaces the 1999 Stock Option Plan which expired on April 13, 2009. Under the 2009 Stock Option Plan, awards may be in the form of options to acquire common stock of the Company. Subject to adjustment as provided by the terms of the 2009 Stock Option Plan, the maximum number of shares of common stock with respect to which awards may be granted under the 2009 Stock Option Plan is 75,000 shares. As of December 31, 2014, the Company has granted 37,750 options to employees pursuant to the 2009 Stock Option Plan.
Under the 2009 Stock Option Plan, stock option awards may be granted in the form of incentive stock options or nonstatutory stock options and are generally exercisable for up to ten years following the date such option awards are granted. Exercise prices of incentive stock options must be equal to or greater than 100% of the fair market value of the common stock on the grant date.
The fair value of each grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants in 2014, 2013 and 2012:
2014 | 2013 | 2012 | ||||||||||
Expected dividends |
1.11 | % | 1.12 | % | 1.08 | % | ||||||
Expected term (in years) |
9.33 | 9.56 | 6.09 | |||||||||
Expected volatility |
23 | % | 25 | % | 27 | % | ||||||
Risk-free rate |
2.62 | % | 2.04 | % | 1.27 | % |
The expected volatility is based on historical volatility adjusted for consideration of other relevant factors. The risk-free interest rates for periods within the contractual life of the awards are based on the U.S. Treasury yield curve in effect at the time of the grant. The dividend yield assumption is based on the Companys history and expectation of dividend payouts.
A summary of the stock option activity for 2014, 2013 and 2012 is as follows:
2014 | 2013 | 2012 | ||||||||||||||||||||||
Shares | Weighted Average Exercise Price |
Shares | Weighted Average Exercise Price |
Shares | Weighted Average Exercise Price |
|||||||||||||||||||
Outstanding at beginning of year |
47,654 | $ | 36.43 | 48,987 | $ | 34.24 | 52,708 | $ | 31.24 | |||||||||||||||
Granted |
3,250 | 45.75 | 5,500 | 44.16 | 6,000 | 42.06 | ||||||||||||||||||
Exercised |
(6,144 | ) | 30.24 | (5,973 | ) | 26.00 | (8,788 | ) | 21.50 | |||||||||||||||
Forfeited or expired |
(1,191 | ) | 35.36 | (860 | ) | 33.07 | (933 | ) | 34.85 | |||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|||||||||||||
Outstanding at end of year |
43,569 | $ | 38.03 | 47,654 | $ | 36.43 | 48,987 | $ | 34.24 | |||||||||||||||
|
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|
|
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|
|
|
|
|||||||||||||
Options exercisable at year end |
12,064 | $ | 34.59 | 12,009 | $ | 32.35 | 11,453 | $ | 29.69 | |||||||||||||||
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WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(18) | Stock Option Plan, Continued |
The following table summarizes information about stock options outstanding at December 31, 2014:
Options Outstanding | Options Exercisable | |||||||||||||||||||||||
Range of Exercise Prices |
Number Outstanding at 12/31/14 |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term |
Number Exercisable at 12/31/14 |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term |
||||||||||||||||||
$ 23.63 - $ 35.75 |
11,145 | $ | 30.61 | 2.33 years | 5,797 | $ | 29.73 | 2.05 years | ||||||||||||||||
$ 37.75 - $ 45.75 |
32,424 | $ | 40.58 | 6.42 years | 6,267 | $ | 39.09 | 5.51 years | ||||||||||||||||
|
|
|
|
|||||||||||||||||||||
43,569 | 12,064 | |||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Aggregate intrinsic value (in thousands) |
$ | 424 | $ | 159 | ||||||||||||||||||||
|
|
|
|
The weighted average fair value at the grant date of options granted during the years 2014, 2013 and 2012 was $13.41, $13.03 and $10.47, respectively. The total intrinsic value of options exercised during the years 2014, 2013 and 2012 was $99,000, $109,000 and $182,000, respectively.
As of December 31, 2014, there was $241,000 of total unrecognized cost related to non-vested share-based compensation arrangements granted under the Companys stock option plans. The cost is expected to be recognized over a weighted-average period of 6.7 years.
(19) | Earnings Per Share |
The following is a summary of the components comprising basic and diluted earnings per share (EPS):
In Thousands (except share data) | ||||||||||||
2013 | 2013 | 2012 | ||||||||||
Basic EPS Computation: |
||||||||||||
Numerator - Earnings available to common stockholders |
$ | 20,777 | 15,869 | 12,148 | ||||||||
|
|
|
|
|
|
|||||||
Denominator - Weighted average number of common shares outstanding |
7,547,087 | 7,472,373 | 7,360,485 | |||||||||
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|
|||||||
Basic earnings per common share |
$ | 2.75 | 2.12 | 1.65 | ||||||||
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|
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Diluted EPS Computation: |
||||||||||||
Numerator - Earnings available to common stockholders |
$ | 20,777 | 15,869 | $ | 12,148 | |||||||
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|
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Denominator: |
||||||||||||
Weighted average number of common shares outstanding |
7,547,087 | 7,472,373 | 7,360,485 | |||||||||
Dilutive effect of stock options |
4,393 | 4,798 | 5,163 | |||||||||
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7,551,480 | 7,477,171 | 7,365,648 | ||||||||||
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Diluted earnings per common share |
$ | 2.75 | 2.12 | 1.65 | ||||||||
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WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(20) | Disclosures About Fair Value of Financial Instruments |
Fair Value of Financial Instruments
FASB ASC 820, Fair Value Measurements and Disclosures (ASC 820), which defines fair value, establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. The definition of fair value focuses on the exit price, i.e., the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not the entry price, i.e., the price that would be paid to acquire the asset or received to assume the liability at the measurement date. The statement emphasizes that fair value is a market-based measurement; not an entity-specific measurement. Therefore, the fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability.
Valuation Hierarchy
FASB ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
| Level 1inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| Level 2inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| Level 3inputs to the valuation methodology that are unobservable and significant to the fair value measurement. |
A financial instruments categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy.
Assets
Securities available-for-saleWhere quoted prices are available for identical securities in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government securities and certain other financial products. If quoted market prices are not available, then fair values are estimated by using pricing models that use observable inputs or quoted prices of securities with similar characteristics and are classified within Level 2 of the valuation hierarchy. In certain cases where there is limited activity or less transparency around inputs to the valuation and more complex pricing models or discounted cash flows are used, securities are classified within Level 3 of the valuation hierarchy.
Impaired loansA loan is considered to be impaired when it is probable the Company will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected payments using the loans original effective rate as the discount rate, the loans observable market price, or the fair value of the collateral less selling costs if the loan is collateral dependent. If the recorded investment in the impaired loan exceeds the measure of fair value, a valuation allowance may be established as a component of the allowance for loan losses or the expense is recognized as a charge-off. Impaired loans are classified within Level 3 of the hierarchy due to the unobservable inputs used in determining their fair value such as collateral values and the borrowers underlying financial condition.
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(20) | Disclosures About Fair Value of Financial Instruments, Continued |
Assets, Continued
Other real estate ownedOther real estate owned (OREO) represents real estate foreclosed upon by the Company through loan defaults by customers or acquired in lieu of foreclosure. Substantially all of these amounts relate to lots, homes and development projects that are either completed or are in various stages of construction for which the Company believes it has adequate collateral. Upon foreclosure, the property is recorded at the lower of cost or fair value, based on appraised value, less selling costs estimated as of the date acquired with any loss recognized as a charge-off through the allowance for loan losses. Additional OREO losses for subsequent valuation downward adjustments are determined on a specific property basis and are included as a component of noninterest expense along with holding costs. Any gains or losses realized at the time of disposal are also reflected in noninterest expense, as applicable. OREO is included in Level 3 of the valuation hierarchy due to the lack of observable market inputs into the determination of fair value. Appraisal values are property-specific and sensitive to the changes in the overall economic environment.
Other assetsIncluded in other assets are certain assets carried at fair value, including the cash surrender value of bank owned life insurance policies and annuity contracts. The Company uses financial information received from insurance carriers indicating the performance of the insurance policies and cash surrender values in determining the carrying value of life insurance. The Company reflects these assets within Level 3 of the valuation hierarchy due to the unobservable inputs included in the valuation of these items. The Company does not consider the fair values of these policies to be materially sensitive to changes in these unobservable inputs.
The following tables present the financial instruments carried at fair value as of December 31, 2014 and December 31, 2013, by caption on the consolidated balance sheet and by FASB ASC 820 valuation hierarchy (as described above) (in thousands):
Measured on a Recurring Basis | ||||||||||||||||
Total Carrying Value in the Consolidated Balance Sheet |
Quoted Market Prices in an Active Market (Level 1) |
Models with Significant Observable Market Parameters (Level 2) |
Models with Significant Unobservable Market Parameters (Level 3) |
|||||||||||||
December 31, 2014 |
||||||||||||||||
Investment securities available-for-sale: |
||||||||||||||||
U.S. Government sponsored enterprises |
$ | 130,567 | | 130,567 | | |||||||||||
Mortgage-backed securities |
171,069 | | 171,069 | | ||||||||||||
Asset-backed securities |
30,520 | | 30,520 | | ||||||||||||
State and municipal securities |
14,264 | | 14,264 | | ||||||||||||
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|
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|
|
|||||||||
Total investment securities available-for-sale |
346,420 | | 346,420 | | ||||||||||||
Other assets |
17,331 | | | 17,331 | ||||||||||||
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|
|
|||||||||
Total assets at fair value |
$ | 363,751 | | 346,420 | 17,331 | |||||||||||
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|
|
Measured on a Recurring Basis | ||||||||||||||||
Total Carrying Value in the Consolidated Balance Sheet |
Quoted Market Prices in an Active Market (Level 1) |
Models with Significant Observable Market Parameters (Level 2) |
Models with Significant Unobservable Market Parameters (Level 3) |
|||||||||||||
December 31, 2013 |
||||||||||||||||
Investment securities available-for-sale: |
||||||||||||||||
U.S. Government sponsored enterprises and agency-backed |
$ | 136,086 | | 136,086 | | |||||||||||
Mortgage-backed securities |
175,182 | | 175,182 | | ||||||||||||
Asset-backed securities |
4,732 | | 4,732 | | ||||||||||||
State and municipal securities |
13,373 | | 13,373 | | ||||||||||||
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|
|||||||||
Total investment securities available-for-sale |
329,373 | | 329,373 | | ||||||||||||
Other assets |
11,390 | | | 11,390 | ||||||||||||
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Total assets at fair value |
$ | 340,763 | | 329,373 | 11,390 | |||||||||||
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WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(20) | Disclosures About Fair Value of Financial Instruments, Continued |
Measured on a Non-Recurring Basis | ||||||||||||||||
Total Carrying Value in the Consolidated Balance Sheet |
Quoted Market Prices in an Active Market (Level 1) |
Models with Significant Observable Market Parameters (Level 2) |
Models with Significant Unobservable Market Parameters (Level 3) |
|||||||||||||
December 31, 2014 |
||||||||||||||||
Other real estate owned |
$ | 7,298 | | | 7,298 | |||||||||||
Impaired loans, net (¹) |
8,866 | | | 8,866 | ||||||||||||
|
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|
|
|
|
|
|||||||||
Total |
$ | 16,164 | | | 16,164 | |||||||||||
|
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|
|
|
|||||||||
December 31, 2013 |
||||||||||||||||
Other real estate owned |
$ | 12,869 | | | 12,869 | |||||||||||
Impaired loans, net (¹) |
22,380 | | | 22,380 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 35,249 | | | 35,249 | |||||||||||
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(1) | Amount is net of a valuation allowance of $1.6 million at December 31, 2014 and $4.5 million at December 31, 2013 as required by ASC 310, Receivables. |
In the case of the bond portfolio, the Company monitors the valuation technique utilized by various pricing agencies to ascertain when transfers between levels have been affected. The nature of the remaining assets and liabilities is such that transfers in and out of any level are expected to be rare. For the twelve months ended December 31, 2014, there were no transfers between Levels 1, 2 or 3.
The table below includes a rollforward of the balance sheet amounts for the year ended December 31, 2014 and 2013 (including the change in fair value) for financial instruments classified by the Company within Level 3 of the valuation hierarchy for assets and liabilities measured at fair value on a recurring basis. When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, since Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated to external sources), the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology (in thousands):
For the Year Ended December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Other Assets |
Other Liabilities |
Other Assets |
Other Liabilities |
|||||||||||||
Fair value, January 1 |
$ | 11,390 | | $ | 6,315 | | ||||||||||
Total realized gains included in income |
376 | | 75 | | ||||||||||||
Change in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at December 31 |
| | | | ||||||||||||
Purchases, issuances and settlements, net |
5,565 | | 5,000 | | ||||||||||||
Transfers out of Level 3 |
| | | | ||||||||||||
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|
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Fair value, December 31 |
$ | 17,331 | | $ | 11,390 | | ||||||||||
|
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|
|
|
|
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Total realized gains included in income related to financial assets and liabilities still on the consolidated balance sheet at December 31 |
$ | 376 | | $ | 75 | | ||||||||||
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WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(20) | Disclosures About Fair Value of Financial Instruments, Continued |
The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments that are not measured at fair value. In cases where quoted market prices are not available, fair values are based on estimates using discounted cash flow models. Those models are significantly affected by the assumptions used, including the discount rates, estimates of future cash flows and borrower creditworthiness. The fair value estimates presented herein are based on pertinent information available to management as of December 31, 2014 and December 31, 2013. Such amounts have not been revalued for purposes of these consolidated financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.
Held-to-maturity securitiesEstimated fair values for investment securities are based on quoted market prices where available. If quoted market prices are not available, then fair values are estimated by using pricing models that use observable inputs or quoted prices of securities with similar characteristics.
LoansThe fair value of our loan portfolio includes a credit risk factor in the determination of the fair value of our loans. This credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction. Our loan portfolio is initially fair valued using a segmented approach. We divide our loan portfolio into the following categories: variable rate loans, impaired loans and all other loans. The results are then adjusted to account for credit risk.
For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values approximate carrying values. Fair values for impaired loans are estimated using discounted cash flow models or based on the fair value of the underlying collateral. For other loans, fair values are estimated using discounted cash flow models, using current market interest rates offered for loans with similar terms to borrowers of similar credit quality. The values derived from the discounted cash flow approach for each of the above portfolios are then further discounted to incorporate credit risk to determine the exit price.
Mortgage loans held-for-saleMortgage loans held-for-sale are carried at the lower of cost or fair value. The estimate of fair value is equal to the carrying value of these loans as they are usually sold within a few weeks of their origination.
Deposits and Securities sold under agreements to repurchaseThe carrying amounts of demand deposits, savings deposits and securities sold under agreements to repurchase, approximate their fair values. Fair values for certificates of deposit are estimated using discounted cash flow models, using current market interest rates offered on certificates with similar remaining maturities.
Off-Balance Sheet InstrumentsThe fair values of the Companys off-balance-sheet financial instruments are based on fees charged to enter into similar agreements. However, commitments to extend credit do not represent a significant value to the Company until such commitments are funded.
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(20) | Disclosures About Fair Value of Financial Instruments, Continued |
The following table presents the carrying amounts, estimated fair value and placement in the fair value hierarchy of the Companys financial instruments at December 31, 2014 and December 31, 2013. This table excludes financial instruments for which the carrying amount approximates fair value. For short-term financial assets such as cash and cash equivalents, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization. For financial liabilities such as noninterest bearing demand, interest-bearing demand, and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity.
(in Thousands) |
Carrying/ Notional Amount |
Estimated Fair Value (¹) |
Quoted Market Prices in an Active Market (Level 1) |
Models with Significant Observable Market Parameters (Level 2) |
Models with Significant Unobservable Market Parameters (Level 3) |
|||||||||||||||
December 31, 2014 |
||||||||||||||||||||
Financial assets: |
||||||||||||||||||||
Securities held-to-maturity |
$ | 28,123 | 28,400 | | 28,400 | | ||||||||||||||
Loans, net |
1,329,865 | 1,346,569 | | | 1,346,569 | |||||||||||||||
Mortgage loans held-for-sale |
9,466 | 9,466 | | | 9,466 | |||||||||||||||
Financial liabilities: |
||||||||||||||||||||
Deposits and securities sold under agreements to repurchase |
1,663,707 | 1,530,607 | | | 1,530,607 | |||||||||||||||
Off-balance sheet instruments: |
||||||||||||||||||||
Commitments to extend credit |
| | | | | |||||||||||||||
Standby letters of credit |
| | | | | |||||||||||||||
December 31, 2013 |
||||||||||||||||||||
Financial assets: |
||||||||||||||||||||
Securities held-to-maturity |
$ | 26,823 | 26,561 | | 26,561 | | ||||||||||||||
Loans, net |
1,184,267 | 1,185,271 | | | 1,185,271 | |||||||||||||||
Mortgage loans held-for-sale |
7,022 | 7,022 | | | 7,022 | |||||||||||||||
Financial liabilities: |
||||||||||||||||||||
Deposits and securities sold under agreements to repurchase |
1,563,333 | 1,554,839 | | | 1,554,839 | |||||||||||||||
Off-balance sheet instruments: |
||||||||||||||||||||
Commitments to extend credit |
| | | | | |||||||||||||||
Standby letters of credit |
| | | | |
(1) | Estimated fair values are consistent with an exit-price concept. The assumptions used to estimate the fair values are intended to approximate those that a market-participant would realize in a hypothetical orderly transaction. |
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(21) | Wilson Bank Holding Company |
- Parent Company Financial Information
WILSON BANK HOLDING COMPANY
(Parent Company Only)
Balance Sheets
December 31, 2014 and 2013
Dollars In Thousands | ||||||||
2014 | 2013 | |||||||
ASSETS | ||||||||
Cash |
$ | 1,120 | * | 2,662 | * | |||
Investment in wholly-owned commercial bank subsidiary |
199,560 | 174,836 | ||||||
Refundable income taxes |
212 | 173 | ||||||
|
|
|
|
|||||
Total assets |
$ | 200,892 | 177,671 | |||||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
Stockholders equity: |
||||||||
Common stock, par value $2.00 per share, authorized 15,000,000 shares, 7,571,968 and 7,498,588 shares issued and outstanding, respectively |
$ | 15,144 | 14,997 | |||||
Additional paid-in capital |
57,709 | 54,519 | ||||||
Retained earnings |
128,718 | 112,451 | ||||||
Net unrealized losses on available-for-sale securities, net of income taxes of $421 and $2,666, respectively |
(679 | ) | (4,296 | ) | ||||
|
|
|
|
|||||
Total stockholders equity |
200,892 | 177,671 | ||||||
|
|
|
|
|||||
Total liabilities and stockholders equity |
$ | 200,892 | 177,671 | |||||
|
|
|
|
* | Eliminated in consolidation. |
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(21) | Wilson Bank Holding Company - |
Parent Company Financial Information, Continued
WILSON BANK HOLDING COMPANY
(Parent Company Only)
Statements of Earnings and Comprehensive Earnings
Three Years Ended December 31, 2014
Dollars In Thousands | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Expenses: |
||||||||||||
Directors fees |
$ | 351 | 337 | 319 | ||||||||
Other |
191 | 83 | 88 | |||||||||
|
|
|
|
|
|
|||||||
Loss before Federal income tax benefits and equity in undistributed earnings of commercial bank subsidiaries |
(542 | ) | (420 | ) | (407 | ) | ||||||
Federal income tax benefits |
212 | 173 | 173 | |||||||||
|
|
|
|
|
|
|||||||
(330 | ) | (247 | ) | (234 | ) | |||||||
Equity in undistributed earnings of commercial bank subsidiary |
21,107 | * | 16,116 | * | 12,382 | * | ||||||
|
|
|
|
|
|
|||||||
Net earnings |
20,777 | 15,869 | 12,148 | |||||||||
|
|
|
|
|
|
|||||||
Other comprehensive earnings (losses), net of tax: |
||||||||||||
Net unrealized gains (losses) on available-for-sale- securities arising during period, net of taxes of $2,454, $4,231 and $1,158, respectively |
3,953 | (6,820 | ) | 1,867 | ||||||||
Reclassification adjustments for net gains included in net earnings, net of taxes of $209, $30 and $100, respectively |
(336 | ) | (48 | ) | (160 | ) | ||||||
|
|
|
|
|
|
|||||||
Other comprehensive earnings (losses) |
3,617 | (6,868 | ) | 1,707 | ||||||||
|
|
|
|
|
|
|||||||
Comprehensive earnings |
$ | 24,394 | 9,001 | 13,855 | ||||||||
|
|
|
|
|
|
* | Eliminated in consolidation. |
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(21) | Wilson Bank Holding Company - |
Parent Company Financial Information, Continued
WILSON BANK HOLDING COMPANY
(Parent Company Only)
Statements of Changes in Stockholders Equity
Three Years Ended December 31, 2014
Dollars In Thousands | ||||||||||||||||||||
Net Unrealized | ||||||||||||||||||||
Additional | Gain (Loss) On | |||||||||||||||||||
Common | Paid-In | Retained | Available-For- | |||||||||||||||||
Stock | Capital | Earnings | Sale Securities | Total | ||||||||||||||||
Balance December 31, 2011 |
14,608 | 46,734 | 95,141 | 865 | 157,348 | |||||||||||||||
Cash dividends declared, $.85 per share |
| | (6,243 | ) | | (6,243 | ) | |||||||||||||
Issuance of 106,230 shares of stock pursuant to dividend reinvestment plan |
212 | 4,306 | | | 4,518 | |||||||||||||||
Issuance of 8,788 shares of stock pursuant to exercise of stock options |
18 | 171 | | | 189 | |||||||||||||||
Share based compensation expense |
| 31 | | | 31 | |||||||||||||||
Net change in fair value of available-for-sale securities during the year, net of taxes of $1,058 |
| | | 1,707 | 1,707 | |||||||||||||||
Net earnings for the year |
| | 12,148 | | 12,148 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance December 31, 2012 |
14,838 | 51,242 | 101,046 | 2,572 | 169,698 | |||||||||||||||
Cash dividends declared, $.60 per share |
| | (4,464 | ) | | (4,464 | ) | |||||||||||||
Issuance of 73,411 shares of stock pursuant to dividend reinvestment plan |
147 | 3,101 | | | 3,248 | |||||||||||||||
Issuance of 5,973 shares of stock pursuant to exercise of stock options |
12 | 144 | | | 156 | |||||||||||||||
Share based compensation expense |
| 32 | | | 32 | |||||||||||||||
Net change in fair value of available-for-sale securities during the year, net of taxes of $4,261 |
| | | (6,868 | ) | (6,868 | ) | |||||||||||||
Net earnings for the year |
| | 15,869 | | 15,869 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance December 31, 2013 |
14,997 | 54,519 | 112,451 | (4,296 | ) | 177,671 | ||||||||||||||
Cash dividends declared, $.60 per share |
| | (4,510 | ) | | (4,510 | ) | |||||||||||||
Issuance of 69,289 shares of stock pursuant to dividend reinvestment plan |
139 | 3,065 | | | 3,204 | |||||||||||||||
Issuance of 6,144 shares of stock pursuant to exercise of stock options |
12 | 174 | | | 186 | |||||||||||||||
Share based compensation expense |
| 41 | | | 41 | |||||||||||||||
Net change in fair value of available-for-sale securities during the year, net of taxes of $2,245 |
| | | 3,617 | 3,617 | |||||||||||||||
Repurchase of 2,053 common shares |
(4 | ) | (90 | ) | | | (94 | ) | ||||||||||||
Net earnings for the year |
| | 20,777 | | 20,777 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance December 31, 2014 |
$ | 15,144 | 57,709 | 128,718 | (679 | ) | 200,892 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(21) | Wilson Bank Holding Company - |
Parent Company Financial Information, Continued
WILSON BANK HOLDING COMPANY
(Parent Company Only)
Statements of Cash Flows
Three Years Ended December 31, 2014
Increase (Decrease) in Cash and Cash Equivalents
Dollars In Thousands | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Cash flows from operating activities: |
||||||||||||
Cash paid to suppliers and other |
$ | (501 | ) | (388 | ) | (376 | ) | |||||
Tax benefits received |
173 | 173 | 170 | |||||||||
|
|
|
|
|
|
|||||||
Net cash used in operating activities |
(328 | ) | (215 | ) | (206 | ) | ||||||
|
|
|
|
|
|
|||||||
Cash flows from investing activities: |
||||||||||||
Dividends received from commercial bank subsidiary |
| 2,600 | 1,500 | |||||||||
|
|
|
|
|
|
|||||||
Net cash provided by investing activities |
| 2,600 | 1,500 | |||||||||
|
|
|
|
|
|
|||||||
Cash flows from financing activities: |
||||||||||||
Dividends paid |
(4,510 | ) | (4,464 | ) | (6,243 | ) | ||||||
Proceeds from sale of stock pursuant to dividend reinvestment |
3,204 | 3,248 | 4,518 | |||||||||
Proceeds from exercise of stock options |
186 | 156 | 189 | |||||||||
Common shares repurchased |
(94 | ) | | | ||||||||
|
|
|
|
|
|
|||||||
Net cash used in financing activities |
(1,214 | ) | (1,060 | ) | (1,536 | ) | ||||||
|
|
|
|
|
|
|||||||
Net increase (decrease) in cash and cash equivalents |
(1,542 | ) | 1,325 | (242 | ) | |||||||
Cash and cash equivalents at beginning of year |
2,662 | 1,337 | 1,579 | |||||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents at end of year |
$ | 1,120 | 2,662 | 1,337 | ||||||||
|
|
|
|
|
|
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(21) | Wilson Bank Holding Company - |
Parent Company Financial Information, Continued
WILSON BANK HOLDING COMPANY
(Parent Company Only)
Statements of Cash Flows, Continued
Three Years Ended December 31, 2014
Increase (Decrease) in Cash and Cash Equivalents
Dollars In Thousands | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Reconciliation of net earnings to net cash used in operating activities: |
||||||||||||
Net earnings |
$ | 20,777 | 15,869 | 12,148 | ||||||||
Adjustments to reconcile net earnings to net cash used in operating activities: |
||||||||||||
Equity in earnings of commercial bank subsidiary |
(21,107 | ) | (16,116 | ) | (12,382 | ) | ||||||
Increase in refundable income taxes |
(39 | ) | | (3 | ) | |||||||
Share based compensation expense |
41 | 32 | 31 | |||||||||
|
|
|
|
|
|
|||||||
Total adjustments |
(21,105 | ) | (16,084 | ) | (12,354 | ) | ||||||
|
|
|
|
|
|
|||||||
Net cash used in operating activities |
$ | (328 | ) | (215 | ) | (206 | ) | |||||
|
|
|
|
|
|
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(22) | Quarterly Financial Data (Unaudited) |
Selected quarterly results of operations for the four quarters ended December 31 are as follows:
(In Thousands, except per share data) | ||||||||||||||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||||||||||||||
Fourth | Third | Second | First | Fourth | Third | Second | First | Fourth | Third | Second | First | |||||||||||||||||||||||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | |||||||||||||||||||||||||||||||||||||
Interest income |
$ | 19,180 | 18,980 | 18,286 | 17,934 | $ | 18,315 | 17,930 | 17,749 | 17,820 | 18,263 | 18,027 | 18,166 | 17,905 | ||||||||||||||||||||||||||||||||||
Net interest income |
16,783 | 16,554 | 15,849 | 15,426 | 15,704 | 15,263 | 15,001 | 14,967 | 15,079 | 14,628 | 14,590 | 13,957 | ||||||||||||||||||||||||||||||||||||
Provision for loan losses |
134 | 87 | 28 | 249 | 15 | 738 | 755 | 669 | 2,655 | 2,407 | 2,210 | 2,256 | ||||||||||||||||||||||||||||||||||||
Earnings before income taxes |
8,888 | 8,772 | 8,503 | 6,924 | 6,514 | 7,115 | 6,684 | 4,862 | 4,267 | 5,643 | 5,122 | 4,631 | ||||||||||||||||||||||||||||||||||||
Net earnings |
6,100 | 5,351 | 5,154 | 4,172 | 4,163 | 4,481 | 4,247 | 2,978 | 2,715 | 3,459 | 3,149 | 2,825 | ||||||||||||||||||||||||||||||||||||
Basic earnings per common share |
0.81 | 0.71 | 0.68 | 0.55 | 0.56 | 0.60 | 0.57 | 0.40 | 0.37 | 0.47 | 0.43 | 0.39 | ||||||||||||||||||||||||||||||||||||
Diluted earnings per common share |
0.81 | 0.71 | 0.68 | 0.55 | 0.55 | 0.60 | 0.57 | 0.40 | 0.37 | 0.47 | 0.43 | 0.39 |
WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements, Continued
December 31, 2014, 2013 and 2012
(23) | Subsequent Events |
ASC Topic 855, Subsequent Events, as amended by ASU No. 2010-90, establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The Company evaluated all events or transactions that occurred after December 31, 2014, through the date of the issued financial statements. During this period there were no material recognizable subsequent events that required recognition in our disclosures to the December 31, 2014 financial statements.
This financial information has not been reviewed for accuracy or relevance by the FDIC.
EXHIBIT 21.1
SUBSIDIARIES OF THE ISSUER
The Company has a wholly-owned subsidiary, Wilson Bank and Trust, a state chartered bank incorporated under the laws of the State of Tennessee and doing business under the same name.
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 333-32442) pertaining to the Wilson Bank Holding Company 1999 Stock Option Plan, the Registration Statement (Form S-3, No. 333-81984) pertaining to the Wilson Bank Holding Company Dividend Reinvestment Plan and the Registration Statement (Form S-8, No. 333-158621) pertaining to the Wilson Bank Holding Company 2009 Stock Option Plan of our reports dated January 28, 2015, with respect to the consolidated financial statements of Wilson Bank Holding Company and with respect to the effectiveness of internal control over financial reporting of Wilson Bank Holding Company, included in this Annual Report on Form 10-K for the year ended December 31, 2014.
/s/ Maggart & Associates, P.C.
Maggart & Associates, P.C.
Nashville, Tennessee
March 13, 2015
EXHIBIT 31.1
CERTIFICATIONS
I, J. Randall Clemons, certify that:
1. | I have reviewed this annual report on Form 10-K of Wilson Bank Holding Company; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent function): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: March 13, 2015
By: |
/s/ J. Randall Clemons | |
Name: J. Randall Clemons | ||
President and Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATIONS
I, Lisa Pominski , certify that:
1. | I have reviewed this annual report on Form 10-K of Wilson Bank Holding Company; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent function): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: March 13, 2015
By: | /s/ Lisa Pominski | |
Name: Lisa Pominski | ||
Senior Vice President and Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Wilson Bank Holding Company (the Company) on Form 10-K for the period ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Randall Clemons, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ J. Randall Clemons |
Randall Clemons |
President and Chief Executive Officer |
Date: March 13, 2015 |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Wilson Bank Holding Company (the Company) on Form 10-K for the period ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Lisa Pominski, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Lisa Pominski |
Lisa Pominski, Senior Vice President and Chief |
Financial Officer |
Date: March 13, 2015 |
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MP42&3>E2
Deposits (Tables)
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2014
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Banking and Thrift [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deposits | Deposits at December 31, 2014 and 2013 are summarized as follows:
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Principal Maturities of Certificate of Deposit and Individual Retirement Accounts | Principal maturities of certificates of deposit and individual retirement accounts at December 31, 2014 are as follows:
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Wilson Bank Holding Company - Parent Company Financial Information (Tables)
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12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2014
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Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance Sheets - Parent Company Only | WILSON BANK HOLDING COMPANY (Parent Company Only) Balance Sheets December 31, 2014 and 2013
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Statements of Earnings and Comprehensive Earnings - Parent Company Only | WILSON BANK HOLDING COMPANY (Parent Company Only) Statements of Earnings and Comprehensive Earnings Three Years Ended December 31, 2014
|
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Statements of Changes in Stockholders' Equity - Parent Company Only | WILSON BANK HOLDING COMPANY (Parent Company Only) Statements of Changes in Stockholders’ Equity Three Years Ended December 31, 2014
|
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Statements of Cash Flows - Parent Company Only | WILSON BANK HOLDING COMPANY (Parent Company Only) Statements of Cash Flows Three Years Ended December 31, 2014 Increase (Decrease) in Cash and Cash Equivalents
|
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