-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LaIl9/N6VEwNVyrNRe3j/d1C5FOEq+itbDGcXdOf7g9kUb+A67W7HqBYhETiJ9Tj 7wVmwdcj6LsAO1Ms0o51ow== 0000950144-97-003104.txt : 19970329 0000950144-97-003104.hdr.sgml : 19970329 ACCESSION NUMBER: 0000950144-97-003104 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970328 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALABAMA NATIONAL BANCORPORATION CENTRAL INDEX KEY: 0000926966 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 631114426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25160 FILM NUMBER: 97566360 BUSINESS ADDRESS: STREET 1: 1927 FIRST AVENUE NORTH CITY: BIRMINGHAM STATE: AL ZIP: 35209 BUSINESS PHONE: 2055833600 MAIL ADDRESS: STREET 1: 1927 FIRST AVENUE NORTH STREET 2: 1927 FIRST AVENUE NORTH CITY: BIRMINGHAM STATE: AL ZIP: 35209 10-K 1 ALABAMA NATIONAL BANCORPORATION 1 ================================================================================ 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 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM ____________ TO ____________
Commission file number: 0-25160 ALABAMA NATIONAL BANCORPORATION (Exact name of registrant as specified in its charter) DELAWARE 63-1114426 (State of incorporation (I.R.S. Employer or organization) Identification No.) 1927 FIRST AVENUE NORTH, BIRMINGHAM, AL 35203-4009 (Address of principal executive offices) (Zip Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, $1.00 PAR VALUE 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), (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ ] The aggregate market value of voting stock held by non-affiliates of the registrant at March 3, 1997 was $60,851,080. As of March 3, 1997, the registrant had outstanding 6,515,418 shares of its common stock. DOCUMENTS INCORPORATED BY REFERENCE IN THIS FORM 10-K: (i) The Registration Statement on Form S-1 with respect to the common stock of Alabama National BanCorporation (Commission File No. 33-83800) is incorporated by reference into Part IV of this report. (ii) The Registration Statement on Form S-4 with respect to the common stock of Alabama National BanCorporation (Commission File No. 33-97152) is incorporated by reference into Part IV of this report. (iii) Alabama National BanCorporation's Form 10-K for the year ended December 31, 1994 is incorporated by reference in Part IV of this report. (iv) Alabama National BanCorporation's Form 10-K for the year ended December 31, 1995 is incorporated by reference into Part IV of this report. (v) Alabama National BanCorporation's Form 8-K filed on October 10, 1996 is incorporated by reference into Part IV of this report. (vi) The definitive Proxy Statement for the 1997 Annual Meeting of Alabama National BanCorporation's stockholders is incorporated by reference into Part III of this report. ================================================================================ 2 TABLE OF CONTENTS
ITEM NO. PAGE NO. - -------- -------- FORWARD LOOKING INFORMATION........................................... 3 PART I 1. Business.................................................... 4 Executive Officers.......................................... 14 2. Properties.................................................. 15 3. Legal Proceedings........................................... 15 4. Submission of Matters to a Vote of Security Holders......... 15 PART II 5. Market for Registrant's Common Equity and Related Stockholder Matters......................................... 15 6. Selected Financial Data..................................... 16 7. Management's Discussion and Analysis of Financial Condition and Results of Operations................................... 18 8. Financial Statements and Supplementary Data................. 40 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.................................... 40 PART III 10. Directors and Executive Officers of the Registrant.......... 41* 11. Compensation of Executive Officers and Directors............ 41* 12. Security Ownership of Certain Beneficial Owners and Management.................................................. 41* 13. Certain Relationships and Related Transactions.............. 41* PART IV 14. Exhibits and Reports on Form 8-K............................ 42 SIGNATURES............................................................ 43
- --------------- * Portions of the Proxy Statement for the Registrant's Annual Meeting of Stockholders to be held on April 24, 1997 are incorporated by reference in Part III of this Form 10-K. 2 3 FORWARD LOOKING INFORMATION This Form 10-K contains certain forward looking information with respect to the financial condition, results of operations and business of ANB including statements relating to: (A) interest sensitivity; (B) noninterest income; (C) loan losses; (D) deposits; (E) growth in various categories of loans; and (F) sources of funding for asset growth. These forward looking statements involve certain risks, uncertainties, estimates and assumptions by management. Factors that may cause actual results to differ materially from those contemplated by such forward looking statements include, among others, the following: (1) the rate of growth of the economy, especially in the Southeast; (2) the stability of interest rates; (3) relative strength/weakness in the consumer credit sector; (4) ANB's ability to improve sales and service quality and to develop profitable new products; (5) the successful implementation of technological enhancements; (6) the strength of the real estate markets; (7) whether levels of consumer confidence remain high; and (8) the performance of the stock and bond markets. 3 4 PART I ITEM 1. BUSINESS Alabama National BanCorporation ("ANB") is a Delaware bank holding company with its principal place of business in Birmingham, Alabama, and its main office located at 1927 First Avenue North, Birmingham, Alabama 35203 (Telephone Number: (205) 583-3600). ANB is currently the parent of two national banks, National Bank of Commerce of Birmingham (Birmingham, Alabama and the Birmingham metropolitan area) and First National Bank of Ashland (Ashland, Alabama); and five state member banks, Alabama Exchange Bank (Tuskegee, Alabama), Bank of Dadeville (Dadeville, Alabama), First Bank of Baldwin County and Gulf Bank (Baldwin County, Alabama), and Citizens Bank of Talladega (Talladega, Alabama) (collectively the "Banks"); one securities brokerage firm, NBC Securities, Inc. (Birmingham, Alabama); one insurance agency, Ashland Insurance, Inc. (Ashland, Alabama); and two "small loan"/ finance companies, Clay County Finance Company, Inc. (Ashland, Alabama) and Tuskegee Loan Company, Inc. (Tuskegee, Alabama). RECENT DEVELOPMENTS FIRSTBANC Merger Effective September 30, 1996, FIRSTBANC Holding Company, Inc., an Alabama bank holding company with approximately $36 million in total assets ("FIRSTBANC"), merged with and into ANB pursuant to that certain Agreement and Plan of Merger dated as of June 10, 1996 (the "Merger Agreement") resulting in (i) the stockholders of FIRSTBANC becoming stockholders of ANB and (ii) ANB becoming the sole stockholder of FIRSTBANC's wholly-owned subsidiary, First Bank of Baldwin County, a state non-member bank. The Merger Agreement generally provided, among other things, for the merger of FIRSTBANC with and into ANB, pursuant to which each of the 42,782 outstanding shares of FIRSTBANC's common stock were converted into the right to receive 7.12917 shares of ANB Common Stock, for a total of 305,000 shares of ANB Common Stock. St. Clair/NBC Merger Effective October 17, 1996, St. Clair Federal Savings Bank, a federal savings bank and a wholly-owned subsidiary of ANB ("St. Clair"), was merged with and into National Bank of Commerce of Birmingham ("NBC"). As a result of the merger, St. Clair ceased to exist and all of the assets and liabilities of St. Clair became the assets and liabilities of NBC. Each of the three (3) branch offices of St. Clair have been renamed as "National Bank of Commerce." Furthermore, because St. Clair was the only thrift held by ANB, ANB is no longer a thrift holding company and is thus no longer regulated by the Office of Thrift Supervision which regulates thrift holding companies. Resignation and Appointment of Executive Officers On December 12, 1996, Frank W. Whitehead, C.P.A., resigned as Treasurer and Chief Financial Officer of ANB. Mr. Whitehead continued to serve as Executive Vice President of ANB until his death on February 11, 1997. On December 12, 1996, the Board of Directors appointed James S. Parks, Jr., as Senior Vice President-Finance, Controller and Treasurer to replace Mr. Whitehead as the new principal financial and accounting officer of ANB. The Board of Directors has chosen not to bestow the title of Chief Financial Officer at this time. 4 5 SUBSIDIARY BANKS ANB operates through six community banks ("Community Banks") and NBC, which is a metropolitan bank, which are set forth in the following table:
BANKING OFFICE POPULATION BANK CITY/COUNTY CITY/COUNTY(1) OFFICES - ---- -------------- -------------- ------- Alabama Exchange Bank Tuskegee/Macon 12,257/24,928 1 Bank of Dadeville Dadeville/Tallapoosa 3,276/38,826 1 Camp Hill/Tallapoosa 1,415/38,826 1 Jackson's Gap/Tallapoosa 789/38,826 1 Citizens Bank of Talladega Talladega/Talladega 18,175/74,107 2 First National Bank of Ashland Ashland/Clay 2,034/13,252 2 Lineville/Clay 2,394/13,252 1 Gulf Bank Orange Beach/Baldwin 2,253/98,280 1 Gulf Shores/Baldwin 3,261/98,280 1 Foley/Baldwin 4,937/98,280 1 National Bank of Commerce Birmingham/Jefferson 265,968/651,525 2 of Birmingham Mountain Brook/Jefferson 19,810/651,525 2 Hoover/Jefferson 12,817/651,525 1 Irondale/Jefferson 9,454/651,525 1 Hueytown/Jefferson 15,280/651,525 1 Bessemer/Jefferson 30,966/651,525 1 Trussville/Jefferson 10,803/651,525 1 Center Point/Jefferson 22,658/651,525 1 Inverness/Shelby 2,518/99,358 1 Meadowbrook/Shelby 4,621/99,358 1 Pelham/Shelby 9,765/99,358 1 Alabaster/Shelby 14,627/99,358 1 Pell City/St. Clair 8,118/50,009 1 Springville/St. Clair 1,910/50,009 1 Moody/St. Clair 4,921/50,009 1 First Bank of Baldwin County Robertsdale/Baldwin 2401/98,280 1 Bay Minette/Baldwin 7,168/98,280 1 Daphne/Baldwin 11,290/98,280 1
- --------------- (1) 1990 U.S. Census data. The Banks focus on traditional consumer, residential mortgage, commercial and real estate construction lending to customers in their market areas. The Banks also offer a variety of deposit programs to individuals and small businesses and other organizations at interest rates generally consistent with local market conditions. NBC offers trust services and investment services (including public finance). In addition, the Banks offer individual retirement and KEOGH accounts, safe deposit and night depository facilities and additional services such as the sale of traveler's checks, money orders and cashier's checks. LENDING ACTIVITIES General Through the Banks, ANB offers a range of lending services, including real estate, consumer and commercial loans, to individuals and small businesses and other organizations that are located in or conduct a substantial portion of their business in the Banks' market areas. ANB's total loans, net of unearned interest, at December 31, 1996, were approximately $611.4 million, or approximately 75.4% of total earning assets. The interest rates charged on loans vary with the degree of risk, maturity and amount of the loan and are further subject to competitive pressures, money market rates, availability of funds and government regulations. ANB has no foreign loans or loans for "highly leveraged transactions" as defined by applicable banking regulations. 5 6 Loan Portfolio Real Estate Loans. Loans secured by real estate are the primary component of ANB's loan portfolio, constituting approximately $374.6 million, or 61.3% of total loans, net of unearned interest, at December 31, 1996. The Banks' predominant real estate loans are residential mortgages. Residential mortgages, both fixed and variable, are made for terms of up to 30 years and generally require monthly amortization. The majority of the Banks' commercial mortgages are at variable rates, which approximate current market rates. Construction loans are made on a variable rate basis. Origination fees are normally charged for all loans secured by real estate. The Banks' primary type of residential mortgage loan is the single-family first mortgage, typically structured with fixed or adjustable interest rates, based on market conditions. Fixed rate loans usually have terms of five years, with payments through the date of maturity generally based on a 15 or 30 year amortization schedule. Adjustable rate loans generally have a term of 15 years. The Banks originate residential loans for sale into the secondary market. Such loans are made in accordance with underwriting standards set by the purchaser of the loan, normally as to loan-to-value ratio, interest rate and documentation. The Banks generally collect from the borrower or purchaser a combination of the origination fee, discount points and/or service release fee. During 1996, the Banks sold approximately $30.1 million in loans to such purchasers. The Banks' nonresidential mortgage loans include commercial, industrial and unimproved real estate loans. The Banks generally require nonresidential mortgage loans to have an 80% loan-to-value ratio and usually underwrite their commercial loans on the basis of the borrower's cash flow and ability to service the debt from earnings, rather than on the basis of the value of the collateral. Terms on construction loans are usually less than twelve months, and the Banks typically require real estate mortgages and personal guarantees supported by financial statements and a review of the guarantor's personal finances. Consumer Loans. Consumer lending includes installment lending to individuals in the Banks' market areas and consists of loans to purchase automobiles, appliances and other consumer durable goods. Consumer loans constituted $46.9 million, or 7.7% of ANB's loan portfolio at December 31, 1996. Consumer loans are underwritten based on the borrower's income, current debt level, past credit history and collateral. Consumer rates are both variable and fixed, with terms negotiable. At the Community Banks, terms generally range from four to five years on automobile loans and one to ten years on loans for other consumer durable goods, depending on the nature and condition of the collateral. Periodic amortization, generally monthly, is required. Two of the Community Banks have subsidiaries that operate as "small loan companies" under the Alabama banking laws. Small loan companies are authorized to make loans not exceeding $750. The majority of these loans are unsecured and have maturities of one year or less. The principal advantage for operating small loan companies is the ability to charge higher interest rates than those otherwise allowed under Alabama law. Both of these small loan companies are in the process of winding down operations. Commercial, Financial and Agricultural Loans. The Banks make loans for commercial purposes in various lines of business. These loans are typically made on terms up to five years at fixed or variable rates. The loans are secured by accounts receivable, inventory or, in the case of equipment loans, the financed equipment. The Banks attempt to reduce their credit risk on commercial loans by limiting the loan to value ratio. Historically, the Community Banks and NBC have loaned up to 65% and up to 80%, respectively, on loans secured by accounts receivable, up to 65% and up to 50%, respectively, on loans secured by inventory, and up to 75% and up to 80%, respectively, on loans secured by equipment. The Banks also make unsecured commercial loans. Commercial, financial and agricultural loans constituted $162.5 million, or 26.6% of ANB's loan portfolio at December 31, 1996. Interest rates are negotiable based upon the borrower's financial condition, credit history, management stability and collateral. Credit Procedures and Review Loan Approval. Certain credit risks are inherent in making loans. These include prepayment risks, risks resulting from uncertainties in the future value of collateral, risks resulting from changes in economic and 6 7 industry conditions and risks inherent in dealing with individual borrowers. In particular, longer maturities increase the risk that economic conditions will change and adversely affect collectibility. ANB attempts to minimize loan losses through various means and uses standardized underwriting criteria. In particular, on larger credits, ANB generally relies on the cash flow of a debtor as the source of repayment and secondarily on the value of the underlying collateral. In addition, ANB attempts to utilize shorter loan terms in order to reduce the risk of a decline in the value of such collateral. ANB addresses repayment risks by adhering to internal credit policies and procedures of which all of the Banks have adopted. These policies and procedures include officer and customer lending limits, a multi-layered loan approval process for larger loans, documentation examination and follow-up procedures for any exceptions to credit policies. The point in each Bank's loan approval process at which a loan is approved depends on the size of the borrower's credit relationship with such Bank. For example, at NBC, each of the lending department managers has the authority to approve loans up to $350,000. Upon approval by ANB's Board of Directors, other loan officers may be authorized to approve loans of lower amounts. Loans in excess of $50,000 are approved and ratified by the Senior Loan Committee of NBC. Loans in excess of $300,000 are approved and ratified by the Executive Committee of the NBC Board of Directors. Loan Review. ANB maintains a continuous loan review system. Under this system, each loan officer is directly responsible for monitoring the risk in his portfolio and is required to maintain risk ratings for each credit assigned. The risk rating system incorporates the basic regulatory rating system as set forth in the applicable regulatory asset quality examination procedures. NBC's Loan Review Department ("LRD"), which is wholly independent of the lending function, serves as a validation of each loan officer's risk monitoring and rating system. LRD's primary function is to provide the Board of Directors, through it Loan Review Committee, with a thorough understanding of the credit quality of NBC's loan portfolio. LRD is required to review approximately 60% of the annual average loan portfolio of each of the Banks during any continuous 12 month period. The review process includes coverage of at least 50% of all loan relationships between $250,000 and $750,000 and coverage of 100% of all loan relationships over $750,000. Other review requirements are in place to provide management with early warning systems for problem credits as well as compliance with stated lending policies. LRD's findings are reported monthly to the Loan Review Committee of the NBC Board of Directors. DEPOSITS The principal sources of funds for the Banks are core deposits, consisting of demand deposits, interest-bearing transaction accounts, money market accounts, savings deposits and certificates of deposit. Transaction accounts include checking and negotiable order of withdrawal (NOW) accounts which customers use for cash management and which provide the Banks with a source of fee income and cross-marketing opportunities, as well as a low-cost source of funds. Time and savings accounts also provide a relatively stable and low-cost source of funding. The largest source of funds for the Banks are certificates of deposit. Certificates of deposit in excess of $100,000 are held primarily by customers in the Banks' market areas. The Banks have not historically funded their balance sheet with brokered certificates of deposit. Deposit rates are set weekly by senior management of each of the Banks, subject to approval by management of ANB. Management believes that the rates the Banks offer are competitive with those offered by other institutions in the Banks' market areas. ANB focuses on customer service to attract and retain deposits. INVESTMENT SERVICES NBC has operated an investment department devoted primarily to handling correspondent banks' investment needs since the mid-1980's. Because the department has been relatively small in recent years, the contribution to earnings has been moderate. In May of 1995, NBC expanded this operation significantly with a staff of investment professionals formerly employed by another financial institution. It is anticipated that the 7 8 expanded investment department and ancillary business associated with servicing this market will contribute to bank earnings at a higher rate than has historically been the case. NBC also has a wholly-owned subsidiary, NBC Securities, Inc. ("NBC Securities"), that is licensed as a brokerdealer. In 1995, NBC re-activated NBC Securities' broker-dealer license to provide investment services to individuals and institutions. These services include the sale of stocks, corporate bonds, mutual funds, annuities, other insurance products and financial planning. COMPETITION The Banks encounter strong competition in making loans, acquiring deposits and attracting customers for investment services. Competition among financial institutions is based upon interest rates offered on deposit accounts, interest rates charged on loans, other credit and service charges relating to loans, the quality and scope of the services rendered, the convenience of banking facilities and, in the case of loans to commercial borrowers, relative lending limits. The Banks compete with other commercial banks, savings and loan associations, credit unions, finance companies, mutual funds, insurance companies, brokerage and investment banking companies, and other financial intermediaries operating in Alabama and elsewhere. Many of these competitors, some of which are affiliated with large bank holding companies, have substantially greater resources and lending limits, and may offer certain services that the Banks do not currently provide. In addition, many of ANB's non-bank competitors are not subject to the same extensive federal regulations that govern bank or thrift holding companies and federally insured banks or thrifts. The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "IBBEA") authorized bank holding companies to acquire banks and other bank holding companies without geographic limitations beginning September 30, 1995. The arrival of interstate banking is expected to increase further the competitiveness of the banking industry. In addition, beginning on June 1, 1997, the IBBEA will authorize interstate mergers and consolidations of existing banks, provided that neither bank's home state has opted out of interstate branching by May 31, 1997. The State of Alabama has opted in to interstate branching effective on or before June 1, 1997. Once a bank has established branches in a state through an interstate merger, the bank may establish and acquire additional branches at any location in the state where any bank involved in the interstate merger could have established or acquired branches under applicable federal or state law. Size gives the larger banks certain advantages in competing for business from large corporations. These advantages include higher lending limits and the ability to offer services in other areas of Alabama and the southeast region. Some of ANB's competitors still maintain substantially greater resources and lending limits than ANB. As a result, ANB has not generally attempted to compete for the banking relationship of large corporations, and generally concentrates its efforts on small businesses and individuals to which ANB believes it has competed effectively by offering quality, personal service. Nonetheless, due to the merger whereby NBC became a wholly-owned subsidiary, management believes it may be able to compete more effectively for the business of some large corporations. Management believes that NBC's commitment to an involvement in its primary market areas, as well as its commitment to quality and personalized banking services, are factors that contribute to NBC's competitiveness. Management believes that, with regard to the Community Banks, as a result of ANB's decentralized community banking strategy and its emphasis on non-metropolitan markets, the Community Banks are well positioned to compete successfully in their market areas. Management believes that the Community Banks' commitment to and involvement in their primary market areas, as well as their commitment to quality and personalized banking services, are factors that contribute to ANB's competitiveness. MARKET AREAS AND GROWTH STRATEGY Through NBC, ANB serves the lower half of Jefferson County, the upper third of Shelby County, and western St. Clair County, primarily in the Birmingham metropolitan area. The Community Banks generally operate in less competitive, non-metropolitan areas with a decentralized approach to banking. The Commu- 8 9 nity Banks are located in central and southern Alabama. Through Gulf Bank and First Bank of Baldwin County, ANB serves Baldwin County, Alabama. Located between Mobile, Alabama and Pensacola, Florida, Baldwin County has a broad base of economic activity in retail and service industries, agriculture, seafood, aquaculture, tourism and manufacturing. Shelby, Baldwin and St. Clair Counties have been named in statistical surveys as three of the fastest growing counties in Alabama. Due to continuing consolidation within the banking industry, as well as in the state of Alabama, ANB may in the future seek to combine with other banks or thrifts (or their holding companies) that may be of equal or greater size than ANB in order to make ANB more attractive to potential acquisition or business combination candidates and to provide capital for internal growth so that ANB will be less dependent on business acquisitions or combinations for its growth. ANB currently intends to concentrate on acquisitions that will expand NBC's branch network in the Birmingham metropolitan area and acquisitions of additional banks or thrifts (or their holding companies) which operate in rural areas. In addition to price and terms, the factors considered by ANB in determining the desirability of a business acquisition or combination are financial condition, earnings potential, quality of management, market area and competitive environment. Due to capital limitations associated with the long-term debt incurred by ANB in its acquisitions, ANB has historically not emphasized internal growth. However, because ANB now operates in three of the fastest growing counties in Alabama, management of ANB believes that the Banks could enhance growth by more aggressively pursuing additional deposits and loans in these counties. Gulf Bank has recently completed construction of a new branch in Gulf Shores, Alabama and intends to further expand its presence in the Baldwin County area. NBC intends to further expand its business in northern Shelby County, Alabama through its recently completed construction of a new branch in Meadowbrook, Alabama. Also, ANB intends to expand into lines of business closely related to banking if it believes these lines could be profitable without undue risk to ANB. There is no assurance that any further business combinations, internal growth or establishment of new offices or lines of business will occur. EMPLOYEES As of December 31, 1996, ANB and the Banks together had approximately 450 full-time equivalent employees. None of these employees is a party to a collective bargaining agreement. ANB considers its relations with its employees to be good. SUPERVISION AND REGULATION ANB and the Banks are subject to state and federal banking laws and regulations which impose specific requirements and restrictions on, and provide for general regulatory oversight with respect to, virtually all aspects of operations. These laws and regulations are generally intended to protect depositors, not stockholders. To the extent that the following summary describes statutory or regulatory provisions, it is qualified in its entirety by reference to the particular statutory and regulatory provisions. Any change in applicable laws or regulations may have a material effect on the business and prospects of ANB. Beginning with the enactment of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") and following in December 1991 with the Federal Deposit Insurance Corporation Act ("FDICIA"), numerous additional regulatory requirements have been placed on the banking industry in the past seven years, and additional changes have been proposed. The operations of ANB and the Banks may be affected by legislative changes and the policies of various regulatory authorities. ANB is unable to predict the nature or the extent of the effect on its business and earnings that fiscal or monetary policies, economic control, or new federal or state legislation may have in the future. Federal Bank Holding Company Regulation ANB is a bank holding company under the Bank Holding Company Act of 1956 (the "BHCA"). Under the BHCA, ANB is subject to periodic examination by the Federal Reserve and is required to file periodic reports of its operations and such additional information as the Federal Reserve may require. ANB's and the 9 10 Banks' activities are limited to banking, managing or controlling banks, furnishing services to or performing services for its subsidiaries, or engaging in any other activity that the Federal Reserve determines to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Investments, Control, and Activities. With certain limited exceptions, the BHCA requires every bank holding company to obtain the prior approval of the Federal Reserve before (i) acquiring substantially all the assets of any bank, (ii) acquiring direct or indirect ownership or control of any voting shares of any bank if after such acquisition it would own or control more than 5% of the voting shares of such bank (unless it already owns or controls the majority of such shares), or (iii) merging or consolidating with another bank holding company. The IBBEA permits bank holding companies to acquire control of banks throughout the United States in compliance with the BHCA and other applicable banking laws. See "Competition". In addition, and subject to certain exceptions, the BHCA and the Change in Bank Control Act ("CIBCA"), together with regulations thereunder, require Federal Reserve approval (or, depending on the circumstances, no notice of disapproval) prior to any person or company acquiring "control" of a bank holding company, such as ANB. 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. Under Federal Reserve regulations applicable to ANB, control will be rebuttably presumed to exist if a person acquires at least 10% of the outstanding shares of any class of voting securities once ANB registers the Common Stock under the Exchange Act. The regulations provide a procedure for challenge of the rebuttable control presumption. Under the BHCA, ANB 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 the Federal Reserve, by order or regulation, has found those activities to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the activities that the Federal Reserve has determined by regulation to be proper incidents to the business of banking include making or servicing loans and certain types of leases, engaging in certain insurance and discount brokerage activities, performing certain data processing services, acting in certain circumstances as a fiduciary or investment or financial advisor, owning savings associations and making investments in certain corporations or projects designed primarily to promote community welfare. Source of Strength; Cross-Guarantee. In accordance with Federal Reserve policy, ANB is expected to act as a source of financial strength to the Banks and to commit resources to support the Banks in circumstances in which ANB might not otherwise do so. Under the BHCA, the Federal Reserve may require a bank holding company to terminate any activity or relinquish control of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon the Federal Reserve's determination that such activity or control constitutes a serious risk to the financial soundness or stability of any subsidiary depository institution of the bank holding company. Further, federal bank regulatory authorities have additional discretion to require a bank holding company to divest itself of any bank or nonbank subsidiary if the agency determines that divestiture may aid the depository institution's financial condition. Each of the Banks may be required to indemnify or cross-guarantee the FDIC against losses it incurs with respect to any of the other Banks, which in effect makes the Company's equity investments in healthy bank subsidiaries available to the FDIC to assist any failing or failed subsidiary of ANB. The Banks ANB is the holding company for seven banks, including two national banks (First National Bank of Ashland and NBC), four Alabama state banks which are members of the Federal Reserve System (Bank of Dadeville, Alabama Exchange Bank, Gulf Bank, and Citizens Bank of Talladega) and one Alabama state bank which is not a member of the Federal Reserve System (First Bank of Baldwin County). The Office of Comptroller of the Currency (the "OCC") is the primary regulator for First National Bank of Ashland and NBC, the Alabama Banking Department and the Federal Reserve are the primary regulators for the Alabama state member banks, and the Alabama Banking Department and the FDIC are the primary regulators for First Bank of Baldwin County. These regulatory authorities regulate or monitor all areas of each Bank's operations, including security devices and procedures, adequacy of capital loan reserves, loans, investments, borrowings, 10 11 deposits, mergers, issuances of securities, payment of dividends, interest rates payable on deposits, interest rates or fees chargeable on loans, establishment of branches, corporate reorganizations, maintenance of books and records and adequacy of staff training to carry on safe lending and deposit gathering practices. Each of the Banks must maintain certain capital ratios and is subject to limitations on aggregate investments in real estate, bank premises and furniture and fixtures. FDICIA Under FDICIA, all insured institutions must undergo regular on-site examinations by their appropriate banking agency. The cost of examinations of insured depository institutions and any affiliates may be assessed by the appropriate agency against each institution or affiliate as it deems necessary or appropriate. Insured institutions are required to submit annual reports to the FDIC and the appropriate agency (and state supervisor when applicable). FDICIA also directs the FDIC to develop with other appropriate agencies a method for insured depository institutions to provide supplemental disclosure of the estimated fair market value of assets and liabilities, to the extent feasible and practicable, in any balance sheet, financial statement, report of condition or any other report of any insured depository institution. FDICIA also requires the federal banking regulatory agencies to prescribe, by regulation, standards for all insured depository institutions and depository institution holding companies relating, among other things, to (i) internal controls, information systems and audit systems; (ii) loan documentation; (iii) credit underwriting; (iv) interest rate risk exposure; and (v) asset quality. Transactions With Affiliates and Insiders The Banks are subject to the provisions of Section 23A of the Federal Reserve Act, which place limits on the amount of loans or extensions of credit to, investments in or certain other transactions with affiliates, and on the amount of advances to third parties collateralized by the securities or obligations of affiliates. In general, the Banks' "affiliates" are ANB and ANB's non-bank subsidiary. Section 23A limits the aggregate amount of transactions with any individual affiliate to ten percent (10%) of the capital and surplus of the bank and also limits the aggregate amount of transactions with all affiliates to twenty percent (20%) of the bank's capital and surplus. Loans and certain other extensions of credit to affiliates are required to be secured by collateral in an amount and of a type described in Section 23A, and the purchase of low quality assets from affiliates is generally prohibited. The Banks are also subject to the provisions of Section 23B of the Federal Reserve Act that, among other things, prohibit an institution from engaging in certain transactions with certain affiliates unless the transactions are on terms substantially the same, or at least as favorable to such institution or its subsidiaries, as those prevailing at the time for comparable transactions with non-affiliated companies. In the absence of comparable transactions, such transactions may only occur under terms and circumstances, including credit standards, that in good faith would be offered to or would apply to non-affiliated companies. The Banks are subject to certain restrictions on extensions of credit to executive officers, directors, certain principal stockholders and their related interests. Such extensions of credit (i) 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 (ii) must not involve more than the normal risk of repayment or present other unfavorable features. Branching All of the Banks are permitted to branch freely within the state of Alabama, provided approval of the appropriate regulatory authority is obtained. The Alabama Banking Code permits statewide branching for Alabama state banks. As national banks located in Alabama, these state branch banking laws also apply to First National Bank of Ashland and NBC. In addition, the IBBEA will permit interstate branching beginning June 1, 1997. See "Competition". 11 12 Community Reinvestment Act The Community Reinvestment Act ("CRA") requires that, in connection with examinations of financial institutions within their respective jurisdictions, the Federal Reserve, the FDIC, the OCC or the OTS shall evaluate the record of the financial institutions in meeting the credit needs of their local communities, including low and moderate income neighborhoods, consistent with the safe and sound operation of those institutions. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution's discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. These factors are considered in evaluating mergers, acquisitions and applications to open a branch or facility. The CRA also requires all institutions to make public disclosure of their CRA ratings. Each of the Banks received outstanding or satisfactory ratings in its most recent evaluation. Other Regulations Interest and certain other charges collected or contracted for by the Banks are subject to state usury and banking laws and certain federal laws concerning interest rates. The Banks' loan operations are also subject to certain federal laws applicable to credit transactions, such as the federal Truth-In-Lending Act governing disclosures of credit terms to consumer borrowers, the Home Mortgage Disclosure Act of 1975 requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves, the Equal Credit Opportunity Act prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit, the Fair Credit Reporting Act of 1978 governing the use and provision of information to credit reporting agencies, the Fair Debt Collection Practices Act governing the manner in which consumer debts may be collected by collection agencies, and the rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws. The Banks' loan operations are also subject to the Alabama Consumer Finance laws which generally govern the amount and manner in which interest and other charges and expenses may be charged and collected by lenders in Alabama. The deposit operations of the Banks are also subject to the Right of Financial Privacy Act which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records and the Electronic Funds Transfer Act and Regulation E issued by the Federal Reserve Board to implement that Act which governs automatic deposits to and withdrawals from deposit accounts and customers' rights and liabilities arising from the use of automated teller machines and other electronic banking services. The Banks' small loan subsidiaries are subject to the Alabama Small Loan laws governing the amount of loans and interest and other charges that may be charged in connection with a small loan. Deposit Insurance The deposits of each of the Banks are currently insured by the FDIC to a maximum of $100,000 per depositor, subject to certain aggregation rules. The FDIC establishes rates for the payment of premiums by federally insured banks and thrifts for deposit insurance. Separate insurance funds (BIF and SAIF) are maintained for commercial banks and thrifts, with insurance premiums from the industry used to offset losses from insurance payouts when banks and thrifts fail. Prior to 1996, due to the high rate of failures in recent years, the FDIC adopted a risk-based deposit insurance premium system for all insured depository institutions, including the Banks, which required that a depository institution pay to the Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund ("SAIF") from between $-0- and $.31 per $100 of insured deposits depending on its capital levels and risk classification, as determined by its primary federal regulator on a semiannual basis. In September 1996, the FDIC enacted legislation to recapitalize the SAIF and ensure against default on Financing Corp. ("FICO") bonds. The legislation provided for a one-time payment into the BIF in an amount approximating $.68 per $100 of SAIF insured deposits. Thereafter and through December 31, 1999 the former assessment rate of between $-0- and $.31 per $100 of insured deposits is reduced to between $.0130 and $.2830 per $100, including a FICO rate of $.0130 per $100, for bank deposits and a rate of between $.0650 and $.3350 12 13 per $100, including a FICO rate of $.0650 per $100, for previously SAIF insured deposits. After December 31, 1999, the BIF rate will be approximately $.0243 per $100 for all deposits. Dividends The principal source of ANB's cash revenues is derived from dividends received from the Banks. The amount of dividends that may be paid by the Banks to ANB depends on each Bank's earnings and capital position and is limited by federal and/or state law, regulations and policies. See Note 3 of the Notes to Consolidated Financial Statements of ANB and Subsidiaries. As national banks, NBC and First National Bank of Ashland may not pay dividends from their paid in surplus. All dividends must be paid out of undivided profits then on hand, after deducting expenses, including provisions for loan losses and bad debts. In addition, a national bank is prohibited from declaring a dividend on its shares of common stock until its surplus equals its stated capital, unless there has been transferred to surplus no less than one-tenth of the bank's net profits of the preceding two consecutive half-year periods (in the case of an annual dividend). The approval of the OCC is required if the total of all dividends declared by a national bank in any calendar year exceeds the total of its net profits for that year combined with its retained net profits for the preceding two years, less any required transfers to surplus. As Alabama state banks, Bank of Dadeville, Alabama Exchange Bank, Gulf Bank, First Bank of Baldwin County and Citizens Bank of Talladega are subject to restrictions on dividends under the Alabama Banking Code, which provides that an Alabama state bank must transfer to surplus each year at least 10% of its net earnings (and thus cannot declare or pay a dividend in excess of 90% of net earnings) until its surplus equals at least 20% of its capital. In addition, a state bank must obtain regulatory approval to declare dividends in any calendar year in excess of the total of its net earnings for that year combined with its retained net earnings in the preceding two years, less any required transfers to surplus. Under FDICIA, none of the Banks may pay a dividend if, after paying the dividend, the bank would be undercapitalized. Capital Regulations The federal bank regulatory authorities have adopted risk-based capital guidelines for banks and bank holding companies that are designed to account for off-balance sheet exposure, minimize disincentives for holding liquid assets and make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies. The resulting capital ratios represent qualifying capital as a percentage of total risk-weighted assets and off-balance sheet items. The guidelines are minimums, and the federal regulators have noted that banks and bank holding companies contemplating significant expansion programs should not allow expansion to diminish their capital ratios and should maintain ratios well in excess of the minimums. The current guidelines require all bank holding companies and federally-regulated banks to maintain a minimum risk-based total capital ratio equal to 8%, of which at least 4% must be Tier 1 capital. Tier 1 capital includes common stockholders' equity, qualifying perpetual preferred stock and minority interests in equity accounts of consolidated subsidiaries, but excludes goodwill and most other intangibles and excludes the allowance for loan and lease losses. Tier 2 capital includes the excess of any preferred stock not included in Tier 1 capital, mandatory convertible securities, hybrid capital instruments, subordinated debt and intermediate term-preferred stock and general reserves for loan and lease losses up to 1.25% of risk-weighted assets. Under these guidelines, banks' and bank holding companies' assets are given risk-weights of 0%, 20%, 50% or 100%. In addition, certain off-balance sheet items are given credit conversion factors to convert them to asset equivalent amounts to which an appropriate risk-weight will apply. These computations result in the total risk-weighted assets. Most loans are assigned to the 100% risk category, except for first mortgage loans fully secured by residential property and, under certain circumstances, residential construction loans, both of which carry a 50% rating. Most investment securities are assigned to the 20% category, except for municipal or state revenue bonds, which have a 50% rating, and direct obligations of or obligations guaranteed by the United States Treasury or United States Government agencies, which have a 0% rating. 13 14 The federal bank regulatory authorities have also implemented a leverage ratio, which is Tier 1 capital as a percentage of average total assets less intangibles, to be used as a supplement to the risk-based guidelines. The principal objective of the leverage ratio is to place a constraint on the maximum degree to which a bank holding company may leverage its equity capital base. The minimum required leverage ratio for top-rated institutions is 3%, but most institutions are required to maintain an additional cushion of at least 100 to 200 basis points. FDICIA established a new capital-based regulatory scheme designed to promote early intervention for troubled banks and requires the FDIC to choose the least expensive resolution for bank failures. The new capital-based regulatory framework contains five categories of compliance with regulatory capital requirements, including "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized." To qualify as a "well capitalized" institution, a bank must have a leverage ratio of no less than 5%, a Tier 1 risk-based ratio of no less than 6% and a total risk-based capital ratio of no less than 10%, and the bank must not be under any order or directive from the appropriate regulatory agency to meet and maintain a specific capital level. As of December 31, 1996, ANB and each of the Banks qualified as "well-capitalized." See "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Capital." Under FDICIA, the applicable agency can treat an institution as if it were in the next lower category if the agency determines (after notice and an opportunity for hearing) that the institution is in an unsafe or unsound condition or is engaging in an unsafe or unsound practice. The degree of regulatory scrutiny of a financial institution will increase, and the permissible activities of the institution will decrease, as it moves downward through the capital categories. Institutions that fall into one of the three undercapitalized categories may be required to (i) submit a capital restoration plan; (ii) raise additional capital; (iii) restrict their growth, deposit interest rates and other activities; (iv) improve their management; (v) eliminate management fees; or (vi) divest themselves of all or a part of their operations. Bank holding companies controlling financial institutions can be called upon to boost the institutions' capital and to partially guarantee the institutions' performance under their capital restoration plans. FDICIA requires the federal banking regulators to revise the risk-based capital standards to provide for explicit consideration of interest-rate risk, concentration of credit risk and the risks of non-traditional activities. It is uncertain what effect these regulations, when implemented, will have on ANB and the Banks. Recent Legislative Developments From time to time, various bills are introduced in the United States Congress with respect to the regulation of financial institutions. Certain of these proposals, if adopted, could significantly change the regulation of banks and the financial services industry. ANB cannot predict whether any of these proposals will be adopted or, if adopted, how these proposals would affect ANB. EXECUTIVE OFFICERS OF THE REGISTRANT The Executive Officers of ANB serve at the pleasure of the Board of Directors. Set forth below are the current Executive Officers of ANB and a brief explanation of their principal employment during the last five (5) years. JOHN H. HOLCOMB, III -- Age 45 -- Chairman and Chief Executive Officer. Mr. Holcomb has served as Chairman and Chief Executive Officer of ANB since April 30, 1996. Prior to such date, Mr. Holcomb served as President and Chief Operating Officer of ANB beginning December 29, 1995. Mr. Holcomb has been the President and Chief Executive Officer of NBC since July 1990. VICTOR E. NICHOL, JR. -- Age 50 -- President and Chief Operating Officer. Mr. Nichol has served as President and Chief Operating Officer of ANB since April 30, 1996. Prior to such date, Mr. Nichol served as Executive Vice President of ANB beginning December 29, 1995. Mr. Nichol has been the Executive Vice President and Chief Financial Officer of NBC since 1994. From 1992 through 1993, Mr. Nichol served as 14 15 President and Chief Executive Officer of Secor Bank. Prior to 1992, Mr. Nichol served as Senior Executive Vice President and head of Corporate Banking at AmSouth Bank, N.A. JAMES S. PARKS, JR. -- Age 42 -- Senior Vice President -- Finance, Controller and Treasurer. Mr. Parks has served as Senior Vice President -- Finance, Controller and Treasurer of ANB since December 12, 1996. Mr. Parks has served as the Senior Vice President and Controller for NBC since 1993 and has served NBC as Controller since 1990. ITEM 2. PROPERTIES ANB currently operates 32 banking offices. Of the 32 banking offices, ANB, through the Banks, owns 23 banking offices without encumbrance and leases an additional nine banking offices. The principal administrative offices of ANB are located at 1927 First Avenue North, Birmingham, Alabama. See Notes 7 and 10 to the Consolidated Financial Statements of ANB and Subsidiaries for additional information regarding ANB's premises and equipment. ITEM 3. LEGAL PROCEEDINGS ANB, in the normal course of business, is subject to various pending and threatened litigation. Based on legal counsel's opinion, management does not anticipate that the ultimate liability, if any, resulting from such litigation will have a material effect on ANB's financial condition and results of operations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE FOR SECURITY-HOLDERS Not applicable. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS At March 3, 1997, ANB had 299 stockholders of record (including shares held in "street" names by nominees who are record holders) and 6,515,418 shares of ANB Common Stock outstanding. ANB Common Stock is traded in the over-the-counter market and prices are quoted on NASDAQ/NMS under the symbol "ALAB." The reported price range for ANB Common Stock and the dividends declared during each calendar quarter of 1995 and 1996 are shown below:
DIVIDENDS HIGH LOW DECLARED ---- --- --------- 1995 First Quarter........................................ $12 1/4 $ 8 3/64 $.05 Second Quarter....................................... 14 1/2 11 .05 Third Quarter........................................ 13 11 .05 Fourth Quarter....................................... 14 3/4 11 7/8 .05 1996 First Quarter........................................ 14 1/4 12 3/4 .05 Second Quarter....................................... 13 5/8 12 .05 Third Quarter........................................ 15 1/2 12 5/8 .09 Fourth Quarter....................................... 19 14 7/8 .09
The last reported sales price of Common Stock as reported on The Nasdaq-NMS on March 3, 1997 was $19 5/8. The prices shown do not reflect retail mark-ups and mark-downs. All share prices have been rounded to the nearest 1/64 of one dollar. The market makers for the ANB Common Stock as of December 31, 1996, were J. C. Bradford & Co.; Raymond James & Associates, Inc.; Herzog Heine Geduld Inc.; Keefe Bruyette & 15 16 Woods Inc.; Legg Mason Wood Walker Incorporated; The Robinson Humphrey Company Inc.; Sterne Agee & Leach Inc.; and The Chicago Corporation. Sale of Unregistered Securities. Effective September 30, 1996, ANB issued 304,993 shares of its Common Stock to the former stockholders of FIRSTBANC in connection with the merger of FIRSTBANC into ANB (the "FIRSTBANC Merger Shares"). ANB relied on the exemption from registration provided by Sections 3(b) and 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder for the issuance of such shares to the FIRSTBANC stockholders. The FIRSTBANC Merger Shares are currently unregistered for purposes of the Securities Act of 1933. In accordance with the terms of the Merger Agreement between ANB and FIRSTBANC, ANB has agreed to register the FIRSTBANC Merger Shares, and such shares are scheduled to be registered in the 1997 second quarter. ITEM 6. SELECTED FINANCIAL DATA FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA
YEAR ENDED DECEMBER 31, ---------------------------------------------------- 1996(1) 1995(1) 1994(1) 1993(1) 1992(1) -------- -------- -------- -------- -------- (AMOUNTS IN THOUSANDS, EXCEPT RATIOS AND PER SHARE DATA) INCOME STATEMENT DATA: Interest income............................. $ 65,125 $ 37,967 $ 29,344 $ 25,074 $ 26,574 Interest expense............................ 30,365 19,172 12,093 10,072 12,289 -------- -------- -------- -------- -------- Net interest income......................... 34,760 18,795 17,251 15,002 14,285 Provision for loan losses (benefit of recoveries)............................... 239 409 1,279 (520) 3,110 -------- -------- -------- -------- -------- Net interest income after provision for loan losses (benefit of recoveries)............ 34,521 18,386 15,972 15,522 11,175 Net securities gains (losses)............... (33) 3 (17) 85 503 Noninterest income.......................... 15,778 7,739 4,542 5,601 5,185 Noninterest expense......................... 36,386 20,898 14,247 15,845 15,406 -------- -------- -------- -------- -------- Income before income taxes.................. 13,880 5,230 6,250 5,363 1,457 Provision for income taxes.................. 4,141 354 275 260 20 -------- -------- -------- -------- -------- Income before minority interest in earnings of consolidated subsidiary................ 9,739 4,876 5,975 5,103 1,437 Minority interest in earnings of consolidated subsidiary................... 14 650 750 236 -- -------- -------- -------- -------- -------- Net income.................................. $ 9,725 $ 4,226 $ 5,225 $ 4,867 $ 1,437 ======== ======== ======== ======== ======== BALANCE SHEET DATA: Total assets................................ $887,712 $839,723 $426,484 $395,985 $401,721 Earnings assets............................. 810,651 760,373 396,541 368,112 371,221 Securities.................................. 152,761 158,266 86,689 82,057 75,858 Loans....................................... 611,441 553,119 301,876 265,965 242,078 Allowance for loan losses................... 9,322 8,909 5,261 6,268 6,214 Deposits.................................... 674,681 676,536 348,419 320,754 333,791 Short-term debt............................. 41,000 21,280 7,150 7,350 7,350 Long-term debt.............................. 300 821 945 1,065 1,183 Stockholders' equity........................ 66,121 58,189 27,474 24,313 20,764 WEIGHTED AVERAGE SHARES OUTSTANDING(2)...... 6,725 2,874 2,834 2,742 2,742 PER COMMON SHARE DATA: Net income(3)............................... $ 1.45 $ 1.17 $ 1.59 $ 1.51 $ 0.52 Book value (period end)(4).................. 10.15 8.94 6.09 5.00 3.66 Tangible book value (period end)(4)......... 9.03 7.78 5.26 4.16 2.74 Dividends declared.......................... 0.28 -- -- -- --
16 17
YEAR ENDED DECEMBER 31, ---------------------------------------------------- 1996(1) 1995(1) 1994(1) 1993(1) 1992(1) -------- -------- -------- -------- -------- PERFORMANCE RATIOS: Return on average assets.................... 1.17% 0.89% 1.30% 1.29% 0.38% Return on average equity.................... 15.58 15.12 20.31 21.26 7.99 Net interest margin(5)...................... 4.54 4.23 4.56 4.28 4.04 ASSET QUALITY RATIOS: Allowance for loan losses to period end loans..................................... 1.52% 1.61% 1.74% 2.36% 2.57% Allowance for loan losses to period end nonperforming loans(6).................... 543.24 384.01 328.61 207.96 137.11 Net loan losses (recoveries) to average loans..................................... (0.03) (0.04) 0.90 (0.23) 1.06 Nonperforming assets to period end loans and foreclosed property(6).................... 0.36 0.53 0.66 1.47 2.43 CAPITAL AND LIQUIDITY RATIOS: Average equity to average assets............ 7.53% 5.91% 6.39% 6.08% 4.72% Leverage (4.00% required minimum)(7)........ 7.09 10.47 7.49 6.45 4.83 Risk-based capital Tier 1 (4.00% required minimum)(7)........ 9.36 9.01 10.43 9.59 7.78 Total (8.00% required minimum)(7)......... 10.61 10.26 11.68 10.84 9.03 Average loans to average deposits......... 86.52 82.62 84.63 78.25 77.52
- --------------- (1) On December 29, 1995, Alabama National BanCorporation ("ANB") merged, ("the Merger") with National Commerce Corporation ("NCC") and Commerce Bankshares, Inc. ("CBS"), (collectively the "Company"). The Merger was accomplished, among other things, by converting each share of NCC stock into 348.14 shares of ANB stock and each share of CBS stock into 7.0435 shares of ANB stock for a total of 3,106,981 shares, (or 50.1%) of the Company stock. The Merger was accounted for as a "reverse acquisition," whereby NCC is deemed to have acquired ANB for financial reporting purposes. However, ANB remains the continuing legal entity and registrant for Securities and Exchange Commission filing purposes. Consistent with the reverse acquisition accounting treatment, the historical income statement information included in the Five-Year Summary of Selected Financial Data of the Company presented is that of NCC for years prior to 1996. The balance sheet information included in the historical Five-Year Summary of Selected Financial Data of the Company presented is that of NCC for years prior to 1995. On September 30, 1996, Firstbanc Holding Company, Inc. ("FIRSTBANC") was merged into the Company with each common share of FIRSTBANC stock being converted into 7.12917 shares of the Company stock. The FIRSTBANC merger was accounted for as a pooling of interests. Accordingly, the historical Five-Year Summary of Selected Financial Data for all periods have been restated to reflect the results of operations of the combined companies from the earliest period presented, except for dividends per common share. (See Note 1 to the Company's consolidated financial statements). (2) The weighted average common share and common equivalent shares outstanding are those of NCC and FIRSTBANC converted into ANB common and common equivalents at the exchange ratio. (3) Net income per common share is calculated based upon net income as adjusted for minority interests in earnings of consolidated subsidiaries and cash dividends on preferred stock. (4) Book value and tangible book value at December 31, 1996 and 1995 are calculated on the total common shares of the company outstanding after the Merger. For other years presented, the calculation is based on the outstanding common shares of NCC and FIRSTBANC converted at the exchange ratio. (5) Net interest income divided by average earning assets. (6) Nonperforming loans and nonperforming assets includes loans past due 90 days or more that are still accruing interest. (7) Based upon fully phased-in requirements. 17 18 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BASIS OF PRESENTATION The following is a discussion and analysis of the consolidated financial condition of the Company and results of operations as of the dates and for the periods indicated. On December 29, 1995, Alabama National BanCorporation ("ANB") merged ("the Merger") with National Commerce Corporation ("NCC") and Commerce Bankshares, Inc. ("CBS") (collectively the "Company"), The Merger was accomplished, among other things, by converting each share of NCC stock into 348.14 shares of ANB stock and each share of CBS stock into 7.0435 shares of ANB stock for a total of 3,106,981 shares (or 50.1%) of the Company stock. The Merger was accounted for as a "reverse acquisition," whereby NCC is deemed to have acquired ANB for financial reporting purposes. However, ANB remains the continuing legal entity and registrant for Securities and Exchange Commission purposes. Consistent with the reverse acquisition accounting treatment, the historical financial statements of the Company presented for 1995 and 1994 are the consolidated financial statements of NCC and differ from the consolidated financial statements of ANB as previously reported. The operations of ANB are included in the financial statements from the date of acquisition. On September 30, 1996, FirstBanc Holding Company ("FIRSTBANC"), a one bank holding company headquartered in Robertsdale, Alabama, was merged into the Company. The Company acquired all of the outstanding common stock of FIRSTBANC in exchange for 305,000 shares of the Company's common stock. The Company recorded the FIRSTBANC merger as a pooling-of-interests and, accordingly, financial statements for all periods have been restated to reflect the results of operations of the companies on a combined basis from the earliest period presented, except for dividends per share. On April 15, 1994, NCC acquired First American Bank of Pelham ("FAB"). The acquisition of FAB was accounted for as a purchase. On August 1, 1995, NCC acquired Talladega Federal Savings and Loan Association ("TFSLA"). The acquisition of TFSLA was accounted for as a purchase. The operations of FAB and TFSLA are included in the consolidated financial statements of the Company from the dates of their acquisitions. Because the Merger occurred on the last business day of 1995, the results of operations of ANB are not reflected in the consolidated financial statements of the Company in 1995. The historical consolidated financial statements of the Company and the "FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA" derived from the historical consolidated financial statements of the Company are set forth elsewhere herein. This discussion should be read in conjunction with those consolidated financial statements and selected consolidated financial data and the other financial information included in the annual report. ANB, as it was constituted before the Merger, constitutes a significant portion of the consolidated post-Merger Company, with 36.4% of the consolidated assets of the Company having been acquired in the Merger. The following summarizes the assets acquired and liabilities assumed in the Merger (in thousands): Cash and equivalents........................................ $ 16,823 Federal funds sold.......................................... 10,965 Investment securities: Held to maturity.......................................... 19,954 Available for sale........................................ 27,821 Loans, net of unearned interest and allowance for loan losses.................................................... 204,485 Bank premises and equipment................................. 11,734 Intangible assets........................................... 5,423 Other assets................................................ 8,354 Deposit liabilities......................................... (253,611) Short-term borrowings....................................... (6,000) Other liabilities........................................... (9,194) --------- Net assets acquired......................................... $ 36,754 =========
18 19 RESULTS OF OPERATIONS Year ended December 31, 1996, compared with year ended December 31, 1995 The Company's net income increased by $5.5 million, or 130.0%, to $9.7 million in the year ended December 31, 1996, from $4.2 million in the year ended December 31, 1995. Return on average assets during 1996 was 1.17%, compared with 0.89% during 1995 and return on average equity was 15.58% during 1996, compared with 15.12% during 1995. Net interest income increased $16.0 million, or 84.9%, to $34.8 million in 1996 from $18.8 million in 1995, as interest income increased by $27.2 million and interest expense increased $11.2 million. The increase in net interest income is primarily attributable to a $252.1 million increase in average loans to $570.8 million during 1996, from $318.7 million during 1995 as a result of the Merger and an increased management emphasis on loan growth. The increase in interest expense is primarily attributable to an increase in average time deposits of $116.0 million to $276.9 million in 1996, from $160.9 million in 1995. The Company's net interest spread and net interest margin were 3.94% and 4.54%, respectively, in 1996, increasing by 43 and 31 basis points from 1995. These increases reflect the increase in average loans, relative to other earning assets. The Company recorded a provision for loan losses of $239,000 during 1996, compared with a provision for loan losses of $409,000 during 1995, a decline of $170,000, or 41.6%. Management believes that both loan loss experience and asset quality indicate that the allowance for loan losses is maintained at an adequate level. The Company's allowance for loan losses as a percentage of period-end loans was 1.52% at December 31, 1996, compared to 1.61% at December 31, 1995, and the allowance for loan losses as a percentage of period-end nonperforming assets was 426.8% at December 31, 1996, compared with 302.5% at December 31, 1995. The Company experienced net recoveries of $174,000 in 1996 -- a ratio of net recoveries to average loans of 0.03%. See "-- Provision and Allowance for Loan Losses." Noninterest income increased $8.0 million, or 103.4%, to $15.7 million in 1996, compared with $7.7 million in 1995. The increase is attributable to an increase in investment services income of $4.0 million, or 100.5%, to $7.9 million in 1996, compared with $3.9 million in 1995. Noninterest expense increased $15.5 million, or 74.1%, to $36.4 million during 1996, compared with $20.9 million during 1995. Salaries and employee benefits increased by $10.1 million, or 89.3%, due in part to increased investment service compensation and the Merger. Other expenses, generally resulting from the Merger, increased by $5.4 million, or 56.1%, during 1996, compared with 1995. Income before the provision for income taxes increased $8.7 million, or 165.4%, to $13.9 million in 1996, from $5.2 million in 1995. Income before minority interest in earnings of consolidated subsidiary and net income increased $4.9 million and $5.5 million, respectively, during 1996. Year ended December 31, 1995, compared with year ended December 31, 1994 Net income decreased $1.0 million, or 19.1%, to $4.2 million in the year ended December 31, 1995, from $5.2 million in the year ended December 31, 1994. Return on average assets during 1995 was 0.89%, compared with 1.30% during 1994, and return on average equity was 15.12% during 1995, compared with 20.31% during 1994. Net interest income increased $1.5 million, or 9.0%, to $18.8 million in 1995, from $17.3 million in 1994, as interest income increased by $8.6 million and interest expense increased by $7.1 million. The increase in net interest income resulted primarily from a $39.5 million increase during 1995 in average loans. The Company's net interest spread and net interest margin were 3.51% and 4.23%, respectively, in 1995, decreasing 45 and 33 basis points from 1994. The decline is attributable to competition among banks, and other financial institutions, for resources, primarily time deposits, to fund increases in earning assets. 19 20 The Company recorded a provision for loan losses of $409,000 during 1995, compared with $1.3 million in 1994, a decrease of $870,000. Net recoveries were $115,000, or 0.04% of average loans, during 1995, compared with net charge-offs of $2.5 million, or 0.90% of average loans, during 1994. The Company's allowance for loan losses as a percentage of period-end loans was 1.61% at December 31, 1995, compared with 1.74% at December 31, 1994, and the allowance for loan losses as a percentage of nonperforming loans was 384.01% at December 31, 1995, compared with 328.61% at December 31, 1994. See "-- Provision and Allowance for Loan Losses." Noninterest income increased by $3.2 million to $7.7 million in 1995. Investment services income increased by approximately $3.0 million. Noninterest expense increased by $6.7 million to $20.9 million in 1995. An increase in salaries and benefits of $3.2 million relating to increased investment services income and a $1.2 million non-credit loss, principally litigation expenses, were the primary factors for the increase. Minority interest in earnings of consolidated subsidiaries decreased by $100,000 in 1995 to $650,000, from $750,000 in 1994, resulting from a decrease in net income of $1.0 million. NET INTEREST INCOME The largest component of the Company's net income is its net interest income -- the difference between the income earned on assets and interest paid on deposits and borrowed funds used to support its assets. Net interest income is determined by the yield earned on the Company's earning assets and rates paid on its interest-bearing liabilities, the relative amounts of earning assets and interest-bearing liabilities and the maturity and repricing characteristics of its earning assets and interest-bearing liabilities. Net interest income divided by average earning assets represents the Company's net interest margin. Average Balances, Income, Expenses and Rates The following table depicts, on a taxable equivalent basis for the periods indicated, certain information related to the Company's average balance sheet and its average yields on assets and average costs of liabilities. Such yields or costs are derived by dividing income or expense by the average daily balances of the associated assets or liabilities. 20 21 AVERAGE BALANCES, INCOME AND EXPENSES AND RATES
YEAR ENDED DECEMBER 31, --------------------------------------------------------------------------------------- 1996 1995 1994 --------------------------- --------------------------- --------------------------- AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ BALANCE EXPENSE RATE BALANCE EXPENSE RATE BALANCE EXPENSE RATE -------- ------- ------ -------- ------- ------ -------- ------- ------ (AMOUNTS IN THOUSANDS, EXCEPT YIELDS AND RATES) ASSETS Earning assets: Loans(1)(3)........................ $570,816 $53,495 9.37% $318,674 $30,126 9.45% $279,180 $23,410 8.39% Securities: Taxable.......................... 138,269 8,875 6.42 91,935 6,059 6.59 87,176 5,678 6.51 Tax exempt....................... 18,033 1,456 8.07 2,509 189 7.53 1,834 133 7.25 Cash balances in other banks....... 3,926 233 5.93 3,558 207 5.82 -- -- -- Funds sold......................... 32,005 1,587 4.96 26,037 1,532 5.88 9,758 399 4.09 Trading account securities......... 2,814 183 6.50 1,097 67 6.11 284 15 5.28 -------- ------- -------- ------- -------- ------- Total earning assets(2)...... 765,863 65,829 8.60 443,810 38,180 8.60 378,232 29,635 7.84 -------- ------- -------- ------- -------- ------- Cash and due from banks.............. 29,010 18,041 16,396 Premises and equipment............... 29,620 8,013 6,749 Other assets......................... 15,918 7,956 7,183 Allowance for loan losses............ (9,248) (5,290) (6,043) -------- -------- -------- Total assets..................... $831,163 $472,530 $402,517 ======== ======== ======== LIABILITIES Interest-bearing liabilities: Interest-bearing transaction accounts......................... $ 80,381 2,323 2.89 $ 36,427 1,127 3.09 $ 34,508 949 2.75 Savings deposits................... 197,102 7,087 3.60 129,747 5,483 4.23 133,209 4,723 3.55 Time deposits...................... 276,884 15,498 5.60 160,916 9,604 5.97 104,916 4,724 4.50 Funds purchased.................... 65,380 3,365 5.15 35,921 2,143 5.97 27,893 1,111 3.98 Other short-term borrowings........ 31,610 2,032 6.43 12,994 732 5.63 10,028 503 5.02 Long-term debt..................... 659 60 9.10 882 83 9.41 1,017 83 8.16 -------- ------- -------- ------- -------- ------- Total interest-bearing liabilities................ 652,016 30,365 4.66 376,887 19,172 5.09 311,571 12,093 3.88 -------- ------- ---- -------- ------- ---- -------- ------- ---- Demand deposits...................... 105,362 58,614 57,267 Accrued interest and other liabilities........................ 11,346 9,086 7,956 Stockholders' equity................. 62,439 27,943 25,723 -------- -------- -------- Total liabilities and stockholders' equity....... $831,163 $472,530 $402,517 -------- -------- -------- Net interest spread.................. 3.94% 3.51% 3.96% ==== ==== ==== Net interest income/margin on a taxable equivalent basis........... 35,464 4.63% 19,008 4.28% 17,542 4.64% ==== ==== ==== Tax equivalent adjustment(2)......... 704 213 291 ------- ------- ------- Net interest income/margin........... $34,760 4.54% $18,795 4.23% $17,251 4.56% ======= ==== ======= ==== ======= ====
- --------------- (1) Average loans include nonaccrual loans. All loans and deposits are domestic. (2) Tax equivalent adjustments are based on the assumed rate of 34%, and do not give effect to the disallowance for Federal income tax purposes of interest expense related to certain tax-exempt assets. (3) Fees in the amount of $1,768,000, $760,000 and $674,000 are included in interest and fees on loans for 1996, 1995 and 1994, respectively. During 1996, with little change in the overall interest rate levels from that in 1995, the Company experienced an increase in net interest income of $16.0 million, or 84.9%, to $34.8 million, compared with $18.8 million in 1995, as well as increases in the net interest spread of 43 basis points to 3.94% in 1996 from 3.51% in 1995, and the net interest margin of 31 basis points to 4.54% in 1996, compared with 4.23% in 1995. The primary reason for the increase in net interest income is the Merger. The primary reason for the increase in the net interest spread and net interest margin was an increase in the proportion of loans to other earnings assets. During 1996, net average earning assets increased by $46.9 million, or 70.1%, to $113.8 million from $66.9 million in 1995, while average loans increased $252.1 million to $570.8 million in 1996 from $318.7 million in 1995. 21 22 Analysis of Changes in Net Interest Income The following table sets forth, on a taxable equivalent basis, the effect which varying levels of earning assets and interest-bearing liabilities and the applicable rates had on changes in net interest income for 1996 and 1995. For the purposes of this table, changes which are not solely attributable to volume or rate are allocated to volume and rate on a pro rata basis. ANALYSIS OF CHANGES IN NET INTEREST INCOME
DECEMBER 31, ------------------------------------------------------------- 1996 COMPARED TO 1995 1995 COMPARED TO 1994 VARIANCE DUE TO VARIANCE DUE TO ------------------------------ ---------------------------- VOLUME YIELD/RATE TOTAL VOLUME YIELD/RATE TOTAL ------- ---------- ------- ------ ---------- ------ (AMOUNTS IN THOUSANDS) EARNING ASSETS: Loans.................................................. $23,626 ($ 257) $23,369 $3,548 $3,168 $6,716 Securities: Taxable.............................................. 2,976 (160) 2,816 311 70 381 Tax exempt........................................... 1,252 15 1,267 51 5 56 Cash balances in other banks........................... 22 4 26 207 -- 207 Funds sold............................................. 318 (263) 55 897 236 1,133 Trading account securities............................. 112 4 116 50 2 52 ------- ------- ------- ------ ------ ------ Total interest income......................... 28,306 (657) 27,649 5,064 3,481 8,545 INTEREST-BEARING LIABILITIES: Interest-bearing transaction accounts.................. 1,274 (78) 1,196 55 123 178 Savings and money market deposits...................... 2,516 (912) 1,604 (126) 886 760 Time deposits.......................................... 6,523 (629) 5,894 3,027 1,853 4,880 Funds purchased........................................ 1,552 (330) 1,222 377 655 1,032 Other short-term borrowings............................ 1,183 117 1,300 162 67 229 Long-term debt......................................... (20) (3) (23) (12) 12 -- ------- ------- ------- ------ ------ ------ Total interest expense........................ 13,028 (1,835) 11,193 3,483 3,596 7,079 ------- ------- ------- ------ ------ ------ Net interest income on a taxable equivalent basis....................................... $15,278 $ 1,178 16,456 $1,581 $ (115) 1,466 ======= ======= ====== ====== Taxable equivalent adjustment.......................... (491) 78 ------- ------ Net interest income.................................... $15,965 $1,544 ======= ======
INTEREST SENSITIVITY The Company monitors and manages the pricing and maturity of its assets and liabilities in order to diminish the potential adverse impact that changes in interest rates could have on net interest income. The principal monitoring technique employed by the Company is the measurement of the interest sensitivity "gap," which is the positive or negative dollar difference between assets and liabilities that are subject to interest rate repricing within a given period of time. Interest rate sensitivity can be managed by repricing assets and liabilities, selling securities available for sale, replacing an asset or liability at maturity or by adjusting the interest rate during the life of an asset or liability. The Company evaluates interest sensitivity risk and then formulates guidelines regarding asset generation and repricing, and sources and prices of off-balance sheet commitments in order to decrease interest sensitivity risk. The Company uses computer simulations to measure the net income effect of various interest rate scenarios. The modeling reflects interest rate changes and the related impact on net income over specified periods of time. 22 23 The following table illustrates the Company's interest rate sensitivity at December 31, 1996, assuming the relevant assets and liabilities are collected and paid, respectively, based upon historical experience rather than their stated maturities. INTEREST SENSITIVITY ANALYSIS
DECEMBER 31, 1996 ------------------------------------------------------------------------------------- AFTER ONE AFTER THREE THROUGH THROUGH WITHIN ONE THREE TWELVE WITHIN ONE GREATER THAN MONTH MONTHS MONTHS YEAR ONE YEAR TOTAL ---------- --------- ----------- ---------- ------------ -------- (AMOUNTS IN THOUSANDS, EXCEPT RATIOS) ASSETS Earning assets: Loans(1)............. $ 262,877 $ 54,702 $ 93,894 $ 411,473 $198,857 $610,330 Securities(2)........ 10,992 4,400 5,526 20,918 128,337 149,255 Interest-bearing deposits in other banks.............. 200 -- -- 200 -- 200 Funds sold........... 46,249 -- -- 46,249 -- 46,249 --------- --------- --------- --------- -------- -------- Total interest- earning assets...... $ 320,318 $ 59,102 $ 99,420 $ 478,840 $327,194 $806,034 LIABILITIES Interest-bearing liabilities: Interest-bearing deposits: Demand deposits.... $ -- $ -- $ 84,714 $ 84,714 $ -- $ 84,714 Savings deposits... 137,918 -- -- 137,918 44,099 182,017 Time deposits(3)... 41,356 54,360 143,853 239,569 57,419 296,988 Funds purchased...... 91,871 -- -- 91,871 -- 91,871 Short-term borrowings(4)...... 43,968 -- -- 43,968 -- 43,968 Long-term debt....... 2 4 18 24 276 300 --------- --------- --------- --------- -------- -------- Total interest- bearing liabilities... $ 315,115 $ 54,364 $ 228,585 $ 598,064 $101,794 $699,858 --------- --------- --------- --------- -------- -------- Period gap............. $ 5,203 $ 4,738 $(129,165) $ (119,224) $225,400 ========= ========= ========= ========= ======== Cumulative gap......... $ 5,203 $ 9,941 $(119,224) $(119,224) $106,176 $106,176 ========= ========= ========= ========= ======== ======== Ratio of cumulative gap to total earning assets............... 0.65% 1.23% (14.79)% (14.79)% 13.17%
- --------------- (1) Excludes nonaccrual loans of $1,111,000. (2) Excludes investment equity securities of $3,506,000. (3) Excludes matured certificates which have not been redeemed by the customer and on which no interest is accruing. (4) Includes treasury, tax and loan account of $2,968,000. The Company generally benefits from increasing market rates of interest when it has an asset-sensitive gap and generally benefits from decreasing market interest rates when it is liability sensitive. The Company is liability sensitive throughout one year, except for the one to three-month and three-through twelve-month periods. The analysis presents only a static view of the timing and repricing opportunities, without taking into consideration that changes in interest rates do not affect all assets and liabilities equally. For example, rates paid on a substantial portion of core deposits may change contractually within a relatively short time frame, but those are viewed by management as significantly less interest sensitive than market-based rates such as those paid on non-core deposits. Accordingly, management believes that a liability-sensitive gap position is not as indicative of the Company's true interest sensitivity as it would be for an organization which depends to a greater extent on purchased funds to support earning assets. Net interest income may be impacted by other 23 24 significant factors in a given interest rate environment, including changes in the volume and mix of earning assets and interest-bearing liabilities. PROVISION AND ALLOWANCE FOR LOAN LOSSES The Company has policies and procedures for evaluating the overall credit quality of its loan portfolio including timely identification of potential problem credits. On a monthly basis, management, through an independent loan review function, reviews the appropriate level for the allowance for loan losses based on the results of the internal monitoring and reporting system, analysis of economic conditions in its markets and a review of historical statistical data for both the Company and other financial institutions. Loan review evaluates the loan portfolio in accordance with regulatory guidelines and monitors those loans classified as doubtful, substandard and special mention. Internal classification combined with migration analysis of those classifications, currently covering 45 months, are tools utilized by loan review to make specific evaluations as to the level of allowance for loan losses necessary to reserve for expected loan losses in the portfolio. Also considered in management's evaluation of the adequacy of the allowance for loan losses are the level of nonperforming loans and the results of regulatory examinations conducted for each bank, including their evaluation of the Company's policies and procedures and classification of loans. Prior to the Merger, ANB and its banks observed a similar overall approach to determining the adequacy of the allowance for loan losses, except for an independent loan review function and its historical migration analysis. Management believes that required inspections conducted as a result of the Merger, as well as review of historical information, provide reliable indications of the adequacy of the allowance for loan losses maintained by ANB at the time of the acquisition. Complete adoption of the Company's procedures is expected to continue throughout much of 1997. Management's judgment as to the adequacy of the allowance for loan losses is also based upon assumptions about future events which it believes to be reasonable. These assumptions include consistent application of sound underwriting standards, continued low turnover among lending staff, general economic conditions including stable interest rates, and stable levels of nonperforming loans. Should these assumptions change, there is no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that additional loan loss provisions will not be required. Additions to the allowance for loan losses, which are expensed as the provision for loan losses on the Company's income statement, are made periodically to maintain the allowance for loan losses at an appropriate level as determined by management. Loan losses and recoveries are charged or credited directly to the allowance for loan losses. Nonperforming loans as a percentage of period-end loans were 0.28%, 0.42%, 0.53%, 1.13% and 1.87% at December 31, 1996, 1995, 1994, 1993 and 1992, respectively. Loan loss provisions (recoveries) were $239,000, $409,000, $1,279,000, $(520,000) and $3,110,000 in 1996, 1995, 1994, 1993 and 1992, respectively. 24 25 ALLOWANCE FOR LOAN LOSSES
YEAR ENDED DECEMBER 31, ------------------------------------------------------------ 1996 1995 1994 1993 1992 -------- -------- -------- -------- -------- (AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES) Total loans outstanding at end of period, net of unearned income......................... $611,441 $553,119 $301,876 $265,965 $242,078 ======== ======== ======== ======== ======== Average amount of loans outstanding, net of unearned income......................... $570,816 $318,674 $279,180 $249,247 $253,072 ======== ======== ======== ======== ======== Allowance for loan losses at beginning of period............ $ 8,909 $ 5,261 $ 6,268 $ 6,214 $ 5,799 Charge-offs: Commercial, financial and agricultural................ 691 1,073 2,924 498 3,453 Real estate -- mortgage........ 120 221 225 849 470 Consumer....................... 532 132 104 99 387 -------- -------- -------- -------- -------- Total charge-offs...... 1,343 1,426 3,253 1,446 4,310 -------- -------- -------- -------- -------- Recoveries: Commercial, financial and agricultural................ 1,184 1,014 429 1,408 1,202 Real estate -- mortgage........ 145 289 119 446 148 Consumer....................... 188 238 192 166 265 -------- -------- -------- -------- -------- Total recoveries....... 1,517 1,541 740 2,020 1,615 -------- -------- -------- -------- -------- Net charge-offs (recoveries)......... (174) (115) 2,513 (574) 2,695 Provision for (benefit of) loan losses......................... 239 409 1,279 (520) 3,110 Changes incidental to acquisitions................... -- 3,124 227 -- -- -------- -------- -------- -------- -------- Allowance for loan losses at period-end..................... $ 9,322 $ 8,909 $ 5,261 $ 6,268 $ 6,214 ======== ======== ======== ======== ======== Allowance for loan losses to period-end loans............... 1.52% 1.61% 1.74% 2.36% 2.57% Net charge-offs (recoveries) to average loans.................. (0.03) (0.04) 0.90 (0.23) 1.06
Allocation of allowance There is no formal allocation of the allowance for loan losses by loan category. 25 26 Nonperforming Assets The following table presents the Company's nonperforming assets for the dates indicated. NONPERFORMING ASSETS
AT DECEMBER 31, ----------------------------------------------- 1996 1995 1994 1993 1992 ------- ------- ------- ------- ------- (AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES) Nonaccrual loans................................. $ 1,111 $ 1,245 $ 1,304 $ 1,465 $ 2,721 Restructured loans............................... 605 949 297 1,549 1,811 Loans past due 90 days or more and still accruing....................................... -- 126 -- -- -- ------- ------- ------- ------- ------- Total nonperforming loans.............. 1,716 2,320 1,601 3,014 4,532 Other real estate owned.......................... 468 625 402 919 1,388 ------- ------- ------- ------- ------- Total nonperforming assets............. $ 2,184 $ 2,945 $ 2,003 $ 3,933 $ 5,920 ======= ======= ======= ======= ======= Allowance for loan losses to period-end loans.... 1.52% 1.61% 1.74% 2.36% 2.57% Allowance for loan losses to period-end nonperforming loans............................ 543.24 384.01 328.61 207.96 137.11 Allowance for loan losses to period-end nonperforming assets........................... 426.83 302.51 262.66 158.37 104.97 Net losses (recoveries) to average loans......... (0.03) (0.04) 0.90 (0.23) 1.06 Nonperforming assets to period-end loans and foreclosed property............................ 0.36 0.53 0.66 1.47 2.43 Nonperforming loans to period-end loans.......... 0.28 0.42 0.53 1.13 1.87
Accrual of interest is discontinued on a loan when management believes, after considering economic and business conditions and collection efforts, that the borrower's financial condition is such that collection of interest is doubtful. A delinquent loan is generally placed on nonaccrual status when it becomes 90 days or more past due. When a loan is placed on nonaccrual status, all interest which is accrued on the loan is reversed and deducted from earnings as a reduction of reported interest. No additional interest is accrued on the loan balance until collection of both principal and interest becomes reasonably certain. When a problem loan is finally resolved, there may ultimately be an actual writedown or charge-off of the principal balance of the loan which would necessitate additional charges to the allowance for loan losses. During the years ending December 31, 1996, 1995 and 1994, approximately $118,000, $67,000 and $178,000, respectively, in additional interest income would have been recognized in earnings if the Company's nonaccrual loans had been current in accordance with their original terms. In addition, during 1996, 1995 and 1994, interest income on nonaccrual and restructured loans of $79,000, $111,000 and $104,000, respectively, was actually included in the Company's net income. Total nonperforming assets decreased $761,000 to $2.2 million at December 31, 1996, from $2.9 million at December 31, 1995. The allowance for loan losses to period-end nonperforming assets was 426.8% at December 31, 1996, compared with 302.5% at December 31, 1995. Effective January 1, 1995, the Company adopted Statement of Financial Accounting Standards No. 114 "Accounting by Creditors for Impairment of a Loan" as amended by Statement of Financial Accounting Standards No. 118 "Accounting by Creditors for Impairment of a Loan -- Income Recognition and Disclosures." The adoption of these statements did not have a material impact on the Company's nonperforming assets or comparability of classifications of nonperforming assets. See "Notes to the Consolidated Financial Statements" of the Company as of December 31, 1996. Potential Problem Loans A potential problem loan is one that management has serious doubts as to the borrower's future performance under terms of the loan contract. These loans are current as to principal and interest, and accordingly, they are not included in the nonperforming asset categories. Management monitors these loans 26 27 closely in order to ensure that the Company's interests are protected. At December 31, 1996, the Company had 14 loans considered by management to be potential problem loans totaling $1,805,000. The level of potential problem loans is factored into the determination of the adequacy of the allowance for loan losses. NONINTEREST INCOME AND EXPENSE Noninterest income The Company relies on four distinct product lines for the production of noninterest income: traditional retail and commercial banking, mortgage banking, trust services and investment services. Service charges on deposit accounts increased $2.2 million, or 129.2%, to $3.9 million for 1996, as compared to 1995. Gain on disposal of assets and deposits increased $332,000, or 89.5%, to $703,000 in 1996, compared with $371,000 in 1995, as a one-time gain on disposal of a branch and its related deposits of $274,000 and recurring gains on sale of mortgage loans of $509,000 were reduced by a one-time loss of $126,000 resulting from abandonment of computer equipment due to consolidation of the Company's data processing center. Trust fees grew 17.4% to $1.6 million for 1996. Investment services income increased $4.0 million, or 100.5%, to $7.9 million for 1996, compared with $3.9 million in 1995 as a result of significant increases in the investment services activity. Management anticipates activity to continue in the investment service division, but is unable to predict the impact on the future results of operations. The following table sets forth, for the periods indicated, the principal components of noninterest income. NONINTEREST INCOME
YEAR ENDED DECEMBER 31, ------------------------- 1996 1995 1994 ------- ------ ------ (AMOUNTS IN THOUSANDS) Service charges on deposit accounts......................... $ 3,853 $1,681 $1,528 Investment services income.................................. 7,889 3,934 975 Trust fees.................................................. 1,550 1,320 1,128 Gain on disposal of assets and deposits(1).................. 703 371 525 Securities gains (losses)................................... (33) 3 (17) Other....................................................... 1,783 433 386 ------- ------ ------ Total noninterest income.......................... $15,745 $7,742 $4,525 ======= ====== ======
- --------------- (1) The year ended December 31, 1996 includes the gain on the sale of a branch building and the related deposits of approximately $274,000 and the loss on the abandonment of computer equipment of approximately $126,000. 27 28 Noninterest Expense The following table sets forth, for the periods indicated, the principal components of noninterest expense. NONINTEREST EXPENSE
YEAR ENDED DECEMBER 31, --------------------------- 1996 1995 1994 ------- ------- ------- (AMOUNTS IN THOUSANDS) Salaries and employee benefits.............................. $21,466 $11,337 $ 8,172 Net occupancy expense....................................... 2,573 1,979 1,632 Furniture and equipment expense............................. 1,885 818 942 Amortization of goodwill.................................... 272 56 56 Advertising................................................. 657 594 336 Banking assessments......................................... 1,028 500 876 Data processing expenses.................................... 1,125 703 499 Legal and professional fees................................. 1,424 1,396 422 Non-credit losses (recoveries).............................. (24) 1,219 36 Other....................................................... 5,980 2,296 1,276 ------- ------- ------- Total noninterest expense......................... $36,386 $20,898 $14,247 ======= ======= =======
Overall salaries and employee benefits increased $10.1 million, or 89.3%, to $21.5 million in 1996, compared with $11.3 million in 1995. The majority of this increase is attributable to the Merger and commissions associated with additional sales volume in the investment services division of the Company. In addition, the Company recorded a $976,000 one-time charge connected with the settlement of employment contracts with the former Chairman and CEO of ANB, and one of the subsidiary bank presidents. Net occupancy expense increased $594,000, or 30.0%, to $2.6 million during 1996, attributable primarily to the Merger. Furniture and equipment expense, $1.9 million in 1996; amortization of goodwill, $272,000; advertising, $657,000 and data processing fees, $1.1 million in 1996, increased 130.4%, 385.7%, 10.6% and 60.0%, respectively, from 1995 as a result of the Merger. Banking assessments increased by $528,000, or 105.6%, to $1.0 million in 1996, from $500,000 in 1995. The increase is due, in part, to the Merger and to a one-time charge of $677,000 relating to recapitalization of the SAIF fund through a FDIC assessment. Other non-credit losses decreased by $1.2 million in 1996. The 1995 amount is attributable to three adverse judgments against the Company which were resolved during 1996. Legal and professional fees remained high in 1996, $1.4 million, as a result of continued litigation support and expenses related to the FIRSTBANC merger. Legal and professional fees totaled $1.5 million in 1995. 28 29 Investment Services The following table sets forth, for the periods indicated, the summary of operations for the investment services departments of the Company: INVESTMENT SERVICES
YEAR ENDED DECEMBER 31, ------------------------- 1996 1995 1994 ------- ------- ----- (AMOUNTS IN THOUSANDS) Investment services income.................................. $7,889 $3,934 $975 Other revenue............................................... 1,354 422 21 ------ ------ ---- Total revenue..................................... 9,243 4,356 996 Expenses and allocated charges.............................. 8,551 4,267 980 ------ ------ ---- Net investment services revenue............................. $ 692 $ 89 $ 16 ====== ====== ====
Investment services revenues have increased $4.8 million, or 112.2%, to $9.2 million in 1996 from $4.4 million in 1995 as a result of additional staff, new customer relations and favorable economic conditions. Other revenue consists of interest and dividends on trading assets and fee based services including, asset and liability reporting, bond accounting and security safekeeping. These results include certain income and expense items that are allocated by management to the investment services areas of the Company. These results are not necessarily the same as would be expected if these activities were conducted by an unrelated company. EARNING ASSETS Loans Loans are the largest category of earning assets and typically provide higher yields than the other types of earning assets. Associated with the higher loan yields are the inherent credit and liquidity risks which management attempts to control and counterbalance. Loans averaged $570.8 million in 1996 compared to $318.7 million in 1995, an increase of $252.1 million, or 79.1%. At December 31, 1996, total loans were $611.4 million, compared to $553.1 million at the end of 1995, an increase of $58.3 million, or 10.5%. Average growth in the Company's loan portfolio is attributable to an improvement in general economic conditions that resulted in increased loan demand from existing customers and the ability to attract new customers, while at the same time the Company maintained consistent underwriting standards. The following table shows the composition of the loan portfolio by category at the dates indicated. 29 30 COMPOSITION OF LOAN PORTFOLIO
DECEMBER 31, ------------------------------------------------------------------------------------- 1996 1995 1994 1993 ------------------- ------------------- ------------------- ------------------- PERCENT PERCENT PERCENT PERCENT AMOUNT OF TOTAL AMOUNT OF TOTAL AMOUNT OF TOTAL AMOUNT OF TOTAL -------- -------- -------- -------- -------- -------- -------- -------- (AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES) Commercial, financial and agricultural.............. $162,471 26.51% $144,014 25.94% $ 92,641 30.68% $ 80,155 30.14% Real estate: Construction.............. 40,631 6.63 36,050 6.49 23,339 7.73 14,608 5.49 Mortgage -- residential... 194,986 31.81 164,190 29.57 61,611 20.41 53,224 20.01 Mortgage -- commercial.... 136,707 22.31 138,848 25.01 100,005 33.12 92,637 34.83 Mortgage -- other......... 2,263 0.37 3,105 0.56 537 0.18 1,251 0.47 Consumer.................... 46,883 7.65 50,252 9.05 15,368 5.09 15,811 5.94 Other....................... 28,956 4.72 18,793 3.38 8,409 2.79 8,279 3.11 -------- ------ -------- ------ -------- ------ -------- ------ Total gross loans... 612,897 100.00% 555,252 100.00% 301,910 100.00% 265,965 100.00% ====== ====== ====== ====== Unearned income............. (1,456) (2,133) (34) -- -------- -------- -------- -------- Total loans, net of unearned income... 611,441 553,119 301,876 265,965 Allowance for loan losses... (9,322) (8,909) (5,261) (6,268) -------- -------- -------- -------- Total net loans..... $602,119 $544,210 $296,615 $259,697 ======== ======== ======== ======== DECEMBER 31, ------------------- 1992 ------------------- PERCENT AMOUNT OF TOTAL -------- -------- Commercial, financial and agricultural.............. $ 73,852 30.51% Real estate: Construction.............. 17,714 7.32 Mortgage -- residential... 37,872 15.64 Mortgage -- commercial.... 86,112 35.57 Mortgage -- other......... 1,202 0.50 Consumer.................... 14,778 6.10 Other....................... 10,550 4.36 -------- ------ Total gross loans... 242,080 100.00% ====== Unearned income............. (2) -------- Total loans, net of unearned income... 242,078 Allowance for loan losses... (6,214) -------- Total net loans..... $235,864 ========
In the context of this discussion, a "real estate mortgage loan" is defined as any loan, other than loans for construction purposes, secured by real estate, regardless of the purpose of the loan. It is common practice for financial institutions in the Company's market areas to obtain a security interest or lien in real estate whenever possible, in addition to any other available collateral. This collateral is taken to reinforce the likelihood of the ultimate repayment of the loan and tends to increase the magnitude of the real estate loan portfolio component. The principal component of the Company's loan portfolio is real estate mortgage loans. At year-end 1996, this category totaled $334.0 million and represented 54.6% of the total loan portfolio, compared to $306.1 million, or 55.1%, of the total loan portfolio, at year-end 1995. Commercial mortgage loans decreased $2.1 million, or 1.5%, to $136.7 million at December 31, 1996. Residential mortgage loans increased $30.8 million, or 18.8%, to $195.0 million at December 31, 1996, compared with $164.2 million at December 31, 1995, due primarily to an increased emphasis in residential lending, especially home equity lines of credit. Construction loans were $40.6 million at December 31, 1996, an increase of $4.6 million, or 12.8%, from $36.0 million at December 31, 1995. Commercial, financial and agricultural loans totaled $162.5 million at December 31, 1996, compared to $144.0 million at December 31, 1995, resulting in an increase of $18.5 million, or 12.8%. Consumer loans were $46.9 million at December 31, 1996, a decrease of $3.4 million or 6.7%. Other categories of loans comprised less than 10% at December 31, 1996 and 1995. The Company's loan portfolio represents diversification within its Alabama markets, and is represented in the higher growth Shelby, Baldwin and St. Clair counties. The Company engages in no foreign lending operations. The repayment of loans is a source of additional liquidity for the Company. The following table sets forth the Company's loans maturing within specific intervals at December 31, 1996. 30 31 LOAN MATURITY AND SENSITIVITY TO CHANGES IN INTEREST RATES
DECEMBER 31, 1996 ------------------------------------------------------------- OVER ONE YEAR THROUGH FIVE ONE YEAR OR LESS YEARS OVER FIVE YEARS TOTAL ---------------- ------------- --------------- -------- (AMOUNTS IN THOUSANDS) Commercial, financial and agricultural........ $120,620 $40,718 $ 1,133 $162,471 Real estate -- construction................... 28,378 7,076 5,177 40,631 Real estate -- residential.................... 50,152 53,564 91,270 194,986 Real estate -- commercial..................... 30,434 79,122 27,151 136,707 Consumer...................................... 19,833 25,623 1,427 46,883
PREDETERMINED FLOATING RATES RATES ------------- -------- Maturing after one year but within five years............... $135,419 $ 70,684 Maturing after five years................................... 46,667 79,491 -------- -------- $182,086 $150,175 ======== ========
The information presented in the above table is based upon the contractual maturities of the individual loans, including loans which may be subject to renewal at their contractual maturity. Renewal of such loans is subject to review and credit approval, as well as modification of terms upon their maturity. Consequently, management believes this treatment presents fairly the maturity and repricing structure of the loan portfolio. Securities Securities, including securities classified as held to maturity (or investment securities) and available for sale, represent a significant portion of the Company's earning assets. Securities averaged $156.3 million during 1996, compared with $94.4 million during 1995, an increase of $61.9 million, or 65.6%, as a result of the Merger. At December 31, 1996, the securities portfolio totaled $150.8 million, including securities held to maturity with an amortized cost of $74.7 million and securities available for sale with a market value of $76.1 million. The following tables set forth the carrying value of securities held by the Company at the dates indicated. INVESTMENT SECURITIES
DECEMBER 31, ----------------------- 1996 1995 --------- --------- (AMOUNTS IN THOUSANDS) U.S. Treasury............................................... $ 3,446 $ 968 U.S. Government Agencies.................................... 60,513 49,735 State and political subdivisions............................ 10,786 10,791 Other....................................................... -- 100 ------- ------- Total............................................. $74,745 $61,594 ======= =======
AVAILABLE FOR SALE SECURITIES
DECEMBER 31, ----------------------- 1996 1995 --------- --------- (AMOUNTS IN THOUSANDS) U.S. Treasury............................................... $13,339 $26,199 U.S. Government Agencies.................................... 50,343 54,633 State and political subdivisions............................ 8,892 7,262 Other....................................................... 3,506 4,176 ------- ------- Total............................................. $76,080 $92,270 ======= =======
31 32 The following tables show the scheduled maturity and average yields of securities owned by the Company at December 31, 1996. INVESTMENT SECURITIES MATURITY DISTRIBUTION AND YIELDS
DECEMBER 31, 1996 ------------------------------------------------------------------------------- AFTER ONE BUT AFTER FIVE BUT WITHIN ONE YEAR WITHIN FIVE YEARS WITHIN TEN YEARS AFTER TEN YEARS ----------------- ----------------- ------------------ ------------------ AMOUNT YIELD(1) AMOUNT YIELD(1) AMOUNT YIELD(1) AMOUNT YIELD(1) ------ -------- ------ -------- ------- -------- ------- -------- (AMOUNTS IN THOUSANDS, EXCEPT YIELDS) U.S. Government Agencies................. $3,446 6.02% $ -- --% $ -- --% $ -- --% State and political subdivisions......... 300 4.55 3,570 6.17 11,174 6.88 45,469 6.65 Other.................................... 155 6.86 2,308 7.53 6,854 8.62 1,469 8.83 ------ ------ ------- ------- Total............................ $3,901 5.94% $5,878 6.70% $18,028 7.54% $46,938 6.72% ====== ==== ====== ==== ======= ==== ======= ====
- --------------- (1) Computed on a tax-equivalent basis utilizing a 34% tax rate, without giving effect to the disallowance for federal income tax purposes of interest related to certain tax-exempt assets. SECURITIES AVAILABLE FOR SALE MATURITY DISTRIBUTION AND YIELDS
DECEMBER 31, 1996 -------------------------------------------------------------------------------- AFTER ONE BUT AFTER FIVE BUT WITHIN ONE YEAR WITHIN FIVE YEARS WITHIN TEN YEARS AFTER TEN YEARS ------------------ ------------------ ----------------- ------------------ AMOUNT YIELD(1) AMOUNT YIELD(1) AMOUNT YIELD(1) AMOUNT YIELD(1) ------- -------- ------- -------- ------ -------- ------- -------- (AMOUNTS IN THOUSANDS, EXCEPT YIELDS) U.S. Treasury............................ $11,529 5.66% $1,810 5.48% $ -- --% $ -- --% U.S. Government Agencies................. 3,073 6.30 9,772 6.37 2,733 5.84 34,765 7.10 Other.................................... 479 11.18 5,317 8.13 1,065 6.23 2,031 7.61 ------- ------- ------ ------- Total(2)......................... $15,081 5.97% $16,899 6.83% $3,798 5.95% $36,796 7.13% ======= ==== ======= ==== ====== ==== ======= ====
- --------------- (1) Computed on a tax-equivalent basis utilizing a 34% tax rate, without giving effect to the disallowance for federal income tax purposes of interest related to certain tax-exempt assets. (2) Excludes $3,506,000 in investment equity securities. Mortgage-backed securities consisting of collateralized mortgage obligations and pass-through mortgage obligations totaling $91.9 million, classified as investment securities of $55.8 million and securities available for sale of $36.1 million, are included in the above table based upon the final scheduled maturity of the underlying mortgages. Management expects the annual repayment of the underlying mortgages to differ as a result of monthly repayment of principal and/or interest required under terms of the underlying promissory notes. Further, the actual rate of repayment is subject to changes depending upon both terms of the underlying mortgages and the relative level of mortgage interest rates. When relative interest rates decline to levels below that of the underlying mortgages, acceleration of principal repayment is expected. When the underlying rates on mortgage loans are comparable to, or in excess of, market rates, repayment more closely conforms to scheduled amortization in accordance with terms of the promissory note. Accordingly, management expects the collateralized mortgage obligations to mature in three to five years, and the pass-through mortgage obligations to mature in five to seven years. Other attributes of securities are discussed in "-- Interest Sensitivity" and "-- Accounting Rule Changes -- Accounting for Securities". Short-Term Investments The Company utilizes overnight investment of funds in Federal funds sold and securities purchased under agreements to resell to ensure that adequate liquidity will be maintained, while at the same time minimizing 32 33 the level of uninvested cash reserves. Short-term investments are also utilized by the Company when the level of funds committed to lending and investment portfolio programs changes or the level of deposit generation changes. During 1996, Federal funds sold and securities purchased under agreements to resell averaged $32.0 million, compared to $26.0 million during 1995, representing a $6.0 million, or 22.9%, increase as the Company experienced growth in both loans and investment securities. Trading Account Securities An important aspect of investment department operations, but less so to the Company in total, are trading account securities, which represent securities owned by the Company prior to delivery to the Company's customers. Trading account securities averaged $2.8 million in 1996 and $1.1 million in 1995; this small dollar amount reflects management's policy of limiting positions in such securities to reduce its exposure to market and interest rate changes. DEPOSITS AND OTHER INTEREST-BEARING LIABILITIES Average interest-bearing liabilities increased $275.1 million, or 73.0%, to $652.0 million in 1996, from $376.9 million in 1995 as a result of the Merger. Average interest-bearing deposits increased $227.3 million, or 69.5%, to $554.4 million in 1996, from $327.1 million in 1995 as a result of the Merger. Average Federal funds purchased and securities sold under agreements to repurchase increased $29.5 million, or 82.0%, to $65.4 million in 1996, from $35.9 million in 1995 resulting from reliance on borrowed funds to fund asset growth. Average short-term borrowings increased by $18.6 million, or 143.1%, to $31.6 million in 1996, compared to $13.0 million is 1995. Deposits Average total deposits increased $274.0 million, or 71.0%, to $659.7 million during 1996, from $385.7 million during 1995, as a result of the Merger. At December 31, 1996, total deposits were $674.7 million, compared with $676.5 million at December 31, 1995, a decrease of $1.8 million, or 0.3%. The following table sets forth the deposits of the Company by category at the dates indicated. DEPOSITS
DECEMBER 31, ----------------------------------------------------------------------------------------------------------- 1996 1995 1994 1993 1992 ------------------- ------------------- ------------------- ------------------- ------------------- PERCENT PERCENT PERCENT PERCENT PERCENT AMOUNT OF TOTAL AMOUNT OF TOTAL AMOUNT OF TOTAL AMOUNT OF TOTAL AMOUNT OF TOTAL -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- (AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES) Demand................ $110,962 16.45% $112,382 16.61% $ 59,350 17.03% $ 54,538 17.00% $ 63,205 18.93% NOW................... 84,714 12.56 105,625 15.61 35,149 10.09 39,171 12.21 40,350 12.09 Savings and money market.............. 182,017 26.98 181,032 26.76 125,081 35.90 134,636 41.98 145,367 43.55 Time less than $100,000............ 225,625 33.44 217,678 32.18 98,394 28.24 61,898 19.30 57,171 17.13 Time greater than $100,000............ 71,363 10.57 59,819 8.84 30,445 8.74 30,511 9.51 27,698 8.30 -------- ------ -------- ------ -------- ------ -------- ------ -------- ------ Total deposits.... $674,681 100.00% $676,536 100.00% $348,419 100.00% $320,754 100.00% $333,791 100.00% ======== ====== ======== ====== ======== ====== ======== ====== ======== ======
Core deposits, which exclude time deposits of $100,000 or more, provide for a relatively stable funding source that supports earning assets. The Company's core deposits total $603.3 million, or 89.4%, of total deposits at December 31, 1996 and totaled $616.7 million, or 91.1%, of total deposits at December 31, 1995. 33 34 Deposits, in particular core deposits, have historically been the Company's primary source of funding and have enabled the Company to meet successfully both short-term and long-term liquidity needs. Management anticipates that such deposits will continue to be the Company's primary source of funding in the future. The Company's loan-to-deposit ratio was 90.6% at December 31, 1996, and 81.8% at the end of 1995, and the ratio averaged 86.5% during 1996. The maturity distribution of the Company's time deposits in excess of $100,000 at December 31, 1996, is shown in the following table. MATURITIES OF CERTIFICATES OF DEPOSIT AND OTHER TIME DEPOSITS OF $100,000 OR MORE
DECEMBER 31, 1996 ----------------------------------------------------------- AFTER ONE AFTER THREE AFTER SIX THROUGH THROUGH THROUGH AFTER WITHIN ONE THREE SIX TWELVE TWELVE MONTH MONTHS MONTHS MONTHS MONTHS ---------- --------- ----------- ---------- ------- (AMOUNTS IN THOUSANDS) Certificates of deposit of $100,000 or more........ $17,456 $12,306 $13,785 $7,249 $7,873 Other time deposits of $100,000 or more............ 12,694 -- -- -- -- ------- ------- ------- ------ ------ Total.................................... $30,150 $12,306 $13,785 $7,249 $7,873 ======= ======= ======= ====== ======
Approximately 60% of the Company's time deposits over $100,000 had scheduled maturities within three months. Large certificate of deposit customers tend to be extremely sensitive to interest rate levels, making these deposits less reliable sources of funding for liquidity planning purposes than core deposits. Some financial institutions partially fund their balance sheets with large certificates of deposit obtained through brokers. The Company has not historically used broker deposits. Borrowed Funds Borrowed funds include three broad categories; Federal funds purchased and securities sold under agreements to repurchase, treasury, tax and loan balances and borrowings from an independent bank. Because of a relatively high loan-to-deposit ratio, the existence and stability of these funding sources are critical to the Company's maintenance of short-term and long-term liquidity. Federal funds purchased and securities sold under agreements to repurchase represent both an input of excess funds from correspondent bank customers of the Company, as well as a cash management tool offered to corporate customers. At December 31, 1996, these funds totaled $91.9 million, compared with $58.9 million at December 31, 1995. At December 31, 1996 Treasury, tax and loan balances totaled $3.0 million, compared to $2.4 million at December 31, 1995. The Company collects tax deposits from customers and is permitted to retain these balances until established collateral limits are exceeded or until the U.S. Treasury withdraws its balances. The Company's average borrowing from an independent bank under a $23 million credit facility was $19.2 million during 1996, compared with $9.9 million during 1995. As of December 31, 1996, the remaining principal balance under this credit facility was $17.0. This credit facility bears interest at the rate of LIBOR, plus 125 basis points, and became due on January 27, 1997. Effective January 27, 1997, the credit facility was renegotiated to provide for borrowings up to $20.0 million at LIBOR plus 100 basis points, due January 27, 1998, secured by stock in the subsidiary banks. Two subsidiary banks are members of the Federal Home Loan Bank ("FHLB"). At December 31, 1996, the total amount outstanding under available FHLB lines of $60.2 million was $24.0 million, compared to $6.0 million at December 31, 1995. 34 35 The following table sets forth, for the periods indicated, the principal components of borrowed funds. BORROWED FUNDS
DECEMBER 31, --------------------------- 1996 1995 1994 ------- ------- ------- (AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES) Federal funds purchased and securities sold under agreements to repurchase: Balance at end of period.................................. $91,871 $58,921 $30,935 Average balance outstanding............................... 65,380 35,921 27,893 Maximum outstanding at any month's end.................... 91,871 58,921 37,889 Weighted average interest rate at period-end.............. 5.93% 5.65% 5.40% Weighted average interest rate during the period.......... 5.15 5.97 3.98 Treasury, tax and loan: Balance at end of period.................................. $ 2,968 $ 2,441 $ 2,895 Average balance outstanding............................... 2,767 3,060 2,853 Maximum outstanding at any month's end.................... 6,242 6,662 5,298 Weighted average interest rate at period-end.............. 5.15% 5.40% 3.40% Weighted average interest rate during the period.......... 4.01 5.36 3.50 Notes Payable: Balance at end of period.................................. $17,000 $15,280 $ 7,150 Average balance outstanding............................... 18,867 9,934 7,175 Maximum outstanding at any month's end.................... 21,376 15,280 7,350 Weighted average interest rate at period-end.............. 6.75% 6.94% 7.36% Weighted average interest rate during the period.......... 7.19 7.18 5.62 Advances from the Federal Home Loan Bank: Balance at end of period.................................. $24,000 $ 6,000 $ -- Average balance outstanding............................... 9,976 -- -- Maximum outstanding at any month's end.................... 24,000 6,000 -- Weighted average interest rate at period-end.............. 6.01% 5.98% --% Weighted average interest rate during the period.......... 5.70 -- --
Long-Term Debt The Company is obligated under capital leases for two branch facilities. At December 31, 1996 and 1995, obligations under capital leases were $300,000, and $324,000, respectively. Annual amortization of such capital lease obligations is approximately $21,000. At December 31, 1995, FIRSTBANC owed $497,000 under a note payable to an independent bank which was repaid during 1996. CAPITAL RESOURCES AND LIQUIDITY MANAGEMENT Capital Resources The Company's stockholders' equity increased $7.9 million, or 13.6%, to $66.1 million at December 31, 1996, from $58.2 million December 31, 1995. This net increase was primarily attributable to net income for 1996 of $9.7 million, less dividends paid of $1.7 million. Under the capital guidelines of their regulators, the Company and the Banks are currently required to maintain a minimum risk-based total capital ratio of 8%, with at least 4% being Tier I capital. Tier I capital consists of common stockholders' equity, qualifying perpetual preferred stock and minority interests in equity accounts of consolidated subsidiaries, less goodwill. In addition, under the guidelines, the Company and the Banks must maintain a minimum Tier I leverage ratio of Tier I capital to total assets of at least 3%, but this minimum ratio is typically increased by 100 to 200 basis points for other than the highest rated institutions. 35 36 The Company exceeded its fully phased-in regulatory capital ratios at December 31, 1996, 1995 and 1994, as set forth in the following table. ANALYSIS OF CAPITAL
DECEMBER 31, -------------------------------- 1996 1995 1994 -------- -------- -------- (AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES) Tier 1 Capital............................................. $ 59,800 $ 51,460 $ 32,344 Tier 2 Capital............................................. 7,983 7,143 3,878 -------- -------- -------- Total qualifying capital(1)...................... $ 67,783 $ 58,603 $ 36,222 ======== ======== ======== Risk-adjusted total assets (including off-balance sheet exposures)............................................... $638,641 $571,448 $310,206 Tier 1 risk-based capital ratio (4.00% required minimum)... 9.36% 9.01% 10.43% Total risk-based capital ratio (8.00% required minimum).... 10.61 10.26 11.68 Tier 1 leverage ratio (4.00% required minimum)............. 7.09 10.47 7.49
- --------------- (1) Does not include $1,339,000, $1,766,000 and $1,383,000 of the Company's allowance for loan losses at December 31, 1996, 1995 and 1995, respectively, in excess of 1.25% of risk-adjusted total assets. Each of the Banks is required to maintain risk-based and leverage ratios similar to those required for the Company. Each of the Banks exceeded these regulatory capital ratios at December 31, 1996, as set forth in the following table. BANK CAPITAL RATIOS
DECEMBER 31, 1996 ------------------------------------- TIER 1 RISK TOTAL RISK TIER 1 BASED BASED LEVERAGE ----------- ---------- -------- National Bank of Commerce of Birmingham..................... 10.47% 11.72% 8.10% Alabama Exchange Bank....................................... 13.17 14.42 9.33 Bank of Dadeville........................................... 12.24 13.38 9.28 Citizens Bank of Talladega.................................. 15.95 17.20 9.76 First Bank of Baldwin County................................ 13.87 15.07 9.13 First National Bank of Ashland.............................. 12.60 13.71 8.29 Gulf Bank................................................... 12.32 13.57 9.96
Liquidity Management Liquidity management involves monitoring the Company's sources and uses of funds in order to meet its day-to-day cash flow requirements while maximizing profits. Liquidity represents the ability of an entity to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Without proper liquidity management, the Company will not be able to perform the primary function of a financial intermediary and would, therefore, not be able to meet the needs of the communities it serves. Increased liquidity in typical interest rate environments often involves decreasing profits by investing in earning assets with shorter maturities. Liquidity management is made more complex because different balance sheet components are subject to varying degrees of management control. For example, the timing of maturities of the investment portfolio is very predictable and subject to a high degree of control at the time investment decisions are made. However, net deposit inflows and outflows are far less predictable and are not subject to nearly the same degree of control. Assets included in the Company's Consolidated Statements of Condition contribute to liquidity management. Federal funds sold and securities purchased under agreements to resell position, including interest-bearing deposits in other banks, its primary source of liquidity, averaged $35.9 million during 1996 and 36 37 was $46.4 million at December 31, 1996, and averaged $29.6 million during 1995 and was $49.0 million at December 31, 1995. If required in short-term liquidity management, these assets could be converted to cash immediately. Cash received from the repayment of investment securities and loans provide a constant source of cash that contributes to liquidity management. Unpledged securities, with a carrying value of approximately $69 million at December 31, 1996 provide the Company an opportunity to generate cash by, 1) providing additional collateral by selling securities under agreements to repurchase, 2) providing collateral to obtain public funds or 3) providing collateral to borrow directly from the Federal Reserve Bank or the Federal Home Loan Bank. See "-- Loans" and "Securities." Liquidity can also be managed using liabilities included in the Company's Consolidated Statement of Condition, such as Federal funds purchased and securities sold under agreements to repurchase and short-term borrowing. Combined Federal funds purchased and securities sold under agreements to repurchase and short-term borrowing averaged $97.0 million during 1996 and was $135.8 million at December 31, 1996, and averaged $48.9 million during 1995 and was $82.6 million at December 31, 1995. Overnight borrowing lines with upstream correspondent banks, $75 million at December 31, 1996, of which $30 million was unused, provide additional sources of liquidity to the Company on an unsecured basis. The Federal Home Loan Bank provides secured and unsecured credit lines to two of the Company's banks totaling approximately $60.2 million. At December 31, 1996, advances under these lines totaled $24 million. Long-term liquidity needs are met through the Company's deposit base (approximately 89% of the Company's deposits at December 31, 1996, are considered core deposits), and the repayment of loans and other investments as they mature. The Company is able to manage its long-term liquidity needs by adjusting the rates it pays on longer-term deposits and the amount and mix of longer-term investments in its portfolio. The Company, as a stand alone corporation, has more limited access to liquidity sources than its banks and depends on dividends from its subsidiaries as its primary source of liquidity. The Company's liquidity is diminished by required payments on its outstanding short-term debt. The ability of its subsidiaries to pay dividends is subject to general regulatory restrictions which may, but are not expected to, have a material negative impact on the liquidity available to the Company. (See Note 3 to the Company's Consolidated Financial Statements.) If circumstances warrant, the Company's short-term liquidity needs can also be met by additional borrowings of approximately $3 million representing the unused portion of the Company's credit facility with an unrelated bank. See "--Borrowed Funds." FOURTH QUARTER REVIEW The Company recorded net income of $2.8 million in the quarter ending December 31, 1996 ("the 1996 period"), compared with $522,000 during the quarter ending December 31, 1995 ("the 1995 period"), an increase of $2.3 million, or 433.1%. Net interest income increased $3.9 million, or 77.0%, to $9.0 million, during the 1996 period from $5.1 million during the 1995 period, resulting primarily from an increase in average earning assets to $783.0 million during the 1996 period, from $494.6 million during the 1995 period, primarily as a result of the Merger. The Company recorded a provision for loan losses of $30,000 during the 1996 period, compared with $199,000 during the 1995 period, a decrease of $169,000, or 84.9%. Noninterest income was $3.8 million during the 1996 period, compared with $3.1 million during the 1995 period, representing an increase of $774,000, or 25.7%, primarily as a result of the Merger. Noninterest expense increased by $1.7 million, or 23.3%, to $9.1 million during the 1996 period, compared with $7.4 million during the 1995 period and is attributable to the Merger. During the 1995 period, the Company provided $1.2 million for three adverse judgments against the Company. 37 38 ACCOUNTING RULE CHANGES Accounting for Loan Impairments In May 1993, the FASB issued SFAS 114, and in October 1994, the FASB issued SFAS 118 which amended SFAS 114. SFAS 114 and 118 provide for the use of present value accounting to determine the reserve for possible credit losses on certain loans, including loans that have been modified as part of a troubled debt restructuring. These statements were adopted by the Company effective January 1, 1995, resulting in no additional provision for loan losses at January 1, 1995, or during the years ended December 31, 1996 and 1995. Accounting for Securities In May 1993, the FASB issued SFAS 115, "Accounting for Certain Investments in Debt and Equity Securities." SFAS 115 provides for the classification of investment securities into the following three categories: trading, available-for-sale and held-to-maturity. Debt securities that an enterprise has the intent and ability to hold until maturity are classified as held-to-maturity and reported at amortized cost. Trading securities and available-for-sale securities are reported at market value with unrealized gains and losses on trading securities reported in income and unrealized gains and losses on available-for-sale securities reported as a net amount in a separate component of stockholders' equity until realized. The Company adopted SFAS 115 on January 1, 1994. At December 31, 1996, the Company held $76.1 million securities available-for-sale and $74.7 million securities held-to-maturity and reflected an unrealized loss after tax of $84,000 as a separate component of stockholders' equity. Accounting for the Impairment of Long-Lived Assets In March, 1995, the FASB issued SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". SFAS 121 establishes standards for the identification of long-lived assets, including certain identifiable intangibles and goodwill that may need to be written down because of an entity's inability to recover the assets' carrying value. The Company adopted SFAS 121 effective January 1, 1996. The adoption of SFAS 121 did not have a material impact on the Company's consolidated financial statements. Accounting for Mortgage Servicing Rights In May, 1995, the FASB issued SFAS 122, "Accounting for Mortgage Servicing Rights." The Company does not currently retain servicing rights related to a significant portion of the mortgage loans it originates. The Company adopted SFAS 122 effective January 1, 1996. The adoption of SFAS 122 did not have a material impact on the Company's consolidated financial statements. Accounting for Stock-Based Compensation In October, 1995 the FASB issued SFAS 123, "Accounting for Stock-Based Compensation," which calls for a value based method. Beginning in 1996, compensation cost for stock-based employee compensation arrangements is measured at the grant date based on the value of the award and is recognized over the service period. The effects of applying this statement during initial phase-in period are not necessarily representative of the effects on future years. Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities In October, 1996, the FASB issued SFAS 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," as amended by SFAS 127, "Deferral of the Effective Date of Certain Provisions of SFAS Statement No, 125," which establishes standards in 1997 for accounting for certain transfers of assets and extinguishments of liabilities. It requires that an entity recognize the financial and servicing assets it controls and the liabilities it has incurred and derecognize financial assets when control has been surrendered, and derecognize liabilities when extinguished. Certain guidelines set forth in the statement must be met before an asset can be considered transferred or a liability extinguished. This statement 38 39 is applied prospectively for transfers of financial assets and extinguishments of liabilities occurring after December 31, 1996. Management does not believe the adoption of SFAS 125, as amended by SFAS 127, will have a material effect on the consolidated financial statements of the Company. IMPACT OF INFLATION Unlike most industrial companies, the assets and liabilities of financial institutions such as the Company and its subsidiaries are primarily monetary in nature. Therefore, interest rates have a more significant effect on the Company's performance than do the effects of changes in the general rate of inflation and change in prices. In addition, interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services. Management seeks to manage the relationships between interest-sensitive assets and liabilities in order to protect against wide interest rate fluctuations, including those resulting from inflation. INDUSTRY DEVELOPMENTS Certain recently enacted and proposed legislation could have an effect on both the costs of doing business and the competitive factors facing the financial institutions industry. The Company is unable at this time to assess the impact of this legislation on its financial condition or results of operations. TECHNOLOGY CONSIDERATIONS The Company uses vendor-purchased software to process information relating to its operations and financial reporting. In addition, the Company relies upon information processed by third parties using computer software which may be vendor-purchased or internally developed. Management believes that its purchased software will not require any programming modifications related to the software's date-driven functions. Although an in-depth study has not been performed, management does not believe that modifications to software incurred by any of their third-party processors will have a material financial impact on the Company's financial statements. 39 40 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements and Financial Statement Schedules of ANB and subsidiaries listed in Item 14(a) have been included in this report beginning on page F-1. The Supplementary Financial Information required by Item 302 of Regulation S-K is set forth below. The information for the first two quarters in 1996 and each quarter in 1995 differs from that previously reported in ANB's Quarterly Reports on Form 10-Q for the first two quarters of 1996 and 1995 and in ANB's Annual Report on Form 10-K for the year ended December 31, 1995, because the merger with FIRSTBANC was accounted for as a pooling of interests. SELECTED QUARTERLY FINANCIAL DATA (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
1996 QUARTERS 1995 QUARTERS ----------------------------------------- ----------------------------------------- FIRST SECOND THIRD FOURTH FIRST SECOND THIRD FOURTH -------- -------- -------- -------- -------- -------- -------- -------- Summary of Operations: Interest income..................... $ 16,194 $ 16,133 $ 16,146 $ 16,652 $ 8,573 $ 9,117 $ 9,839 $ 10,438 Interest expense.................... 7,847 7,487 7,350 7,681 4,096 4,622 5,085 5,369 Net interest income................. 8,347 8,646 8,796 8,971 4,477 4,495 4,754 5,069 Provision for loan losses........... 152 57 -- 30 6 2 202 199 Securities gains (losses)........... 31 3 7 (44) -- -- -- 3 Noninterest income.................. 4,121 3,964 3,856 3,837 961 1,447 2,268 3,063 Noninterest expense................. 8,603 9,542 9,173 9,068 3,709 4,335 5,498 7,356 Net income.......................... 2,360 1,997 2,585 2,783 1,155 1,530 1,019 522 Dividends on preferred stock........ -- -- 4 -- 79 -- 600 174 Dividends on common stock........... 307 307 554 579 -- -- -- -- Per Common Share Data: Book Value.......................... $ 9.20 $ 9.43 $ 9.73 $ 10.15 $ 6.77 $ 7.51 $ 7.55 $ 8.94 Tangible book value................. 8.05 8.29 8.60 9.03 5.96 6.71 6.76 7.78 Net income(1)....................... 0.35 0.30 0.39 0.41 0.37 0.53 0.15 0.12 Dividends declared.................. 0.05 0.05 0.09 0.09 -- -- -- -- Balance Sheet Highlights At Period-End: Total assets...................... $828,686 $827,024 $841,191 $887,712 $430,652 $468,830 $515,522 $839,723 Securities........................ 162,112 157,602 153,260 152,761 86,808 90,452 96,688 158,266 Loans, net of unearned income..... 558,089 569,379 588,707 611,441 309,864 322,588 331,869 553,119 Allowance for loan losses......... 8,816 9,086 9,245 9,322 4,955 4,978 5,494 8,909 Deposits.......................... 661,340 674,799 668,225 674,681 362,022 377,593 413,339 676,536 Short-term debt................... 21,250 32,150 41,434 41,000 9,700 9,700 10,780 21,280 Long-term debt.................... 795 768 307 300 921 897 872 821 Stockholders' equity.............. 59,918 61,394 63,398 66,121 25,837 28,848 27,888 58,189
- --------------- (1) Per common share net income is calculated based upon net income as adjusted for cash dividends on preferred stock. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE On April 25, 1996, the Board of Directors of ANB, upon the recommendation of its Audit Committee, approved the engagement of Coopers & Lybrand L.L.P. as its independent auditors for the year ending December 31, 1996. Coopers & Lybrand L.L.P. had served as the independent auditors for ANB's predecessor, NCC and its subsidiaries, for each of the years ended December 31, 1994, 1993, 1992 and 1991, and was serving as the independent auditor of NCC in 1995, when their engagement ended on the effective date of the Merger. 40 41 ANB engaged Ernst & Young LLP as its independent auditors for the years ended December 31, 1995, 1994, and 1993. Ernst & Young LLP expressed its unqualified opinion as the consolidated financial statements of ANB and its subsidiaries for each of those years in its report dated February 29, 1996. Because the Merger resulted in a change of control, the consolidated financial statements of the Registrant for the years prior to 1996 include only the results of operations of NCC. Accordingly, the report of Ernst & Young LLP, dated February 29, 1996, with respect to ANB's consolidated financial statements referenced the unqualified opinion of Coopers & Lybrand L.L.P., dated January 27, 1995, with respect to the consolidated statement of condition of ANB (formerly reported as NCC) for the year ended December 31, 1994, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the two years ended December 31, 1994. There were no disagreements during 1995 or 1994 between ANB and Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Ernst & Young LLP, would have caused it to make reference to the subject manner of the disagreement in its report. ANB retained Ernst & Young, LLP to audit the separate 1996 financial statements of ANB's wholly-owned subsidiary, NBC Securities, Inc., a registered broker-dealer. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information required by this Item regarding Executive Officers is included in Part I of this Form 10-K (page 14) in accordance with Instruction 3 of the Instructions to Paragraph (b) of Item 401 of Regulation S-K. The information required by this Item regarding directors is incorporated by reference pursuant to General Instruction G(3) of Form 10-K from ANB's definitive Proxy Statement for the 1997 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A on or before April 4, 1997. ITEM 11. COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS The information required by this Item is incorporated by reference pursuant to General Instruction G(3) of Form 10-K from ANB's definitive Proxy Statement for the 1997 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A on or before April 4, 1997. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by this Item is incorporated by reference pursuant to General Instruction G(3) of Form 10-K from ANB's definitive Proxy Statement for the 1997 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A on or before April 4, 1997. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by this Item is incorporated by reference pursuant to General Instruction G(3) of Form 10-K from ANB's definitive Proxy Statement for the 1997 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A or before April 4, 1997. 41 42 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a)(1) and (2) and (d) -- Financial Statements and Financial Statement Schedules. Financial Statements: The Consolidated Financial Statements of ANB and subsidiaries, included herein (pages F-1 to F-28) are as follows: Reports of Independent Auditors Coopers & Lybrand L.L.P. Ernst & Young, LLP Consolidated Statements of Condition -- December 31, 1996 and 1995 Consolidated Statements of Income -- Years ended December 31, 1996, 1995 and 1994 Consolidated Statements of Changes in Stockholders' Equity -- Years ended December 31, 1996, 1995 and 1994 Consolidated Statements of Cash Flows -- Years ended December 31, 1996, 1995 and 1994 Notes to Consolidated Financial Statements Financial Statement Schedules: All schedules to the consolidated financial statements required by Article 9 of Regulation S-X are inapplicable and therefore have been omitted. (b) Reports on Form 8-K. Report on Form 8-K filed October 8, 1996 to report ANB's merger with FIRSTBANC effective September 30, 1996. (c) Exhibits. The exhibits listed on the exhibit index on page 44 of this Form 10-K are filed herewith or are incorporated herein by reference. 42 43 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, on this the 19th day of March, 1997. ALABAMA NATIONAL BANCORPORATION By: /s/ JOHN H. HOLCOMB, III ------------------------------------ John H. Holcomb, III Chief Executive Officer 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.
NAME TITLE DATE ---- ----- ---- /s/ JOHN H. HOLCOMB, III Chairman and Chief Executive March 19, 1997 - ----------------------------------------------------- Officer (principal John H. Holcomb, III executive officer) /s/ VICTOR E. NICHOL, JR. President and Chief March 19, 1997 - ----------------------------------------------------- Operating Officer and Victor E. Nichol, Jr. Director /s/ JAMES S. PARKS, JR. Senior Vice President -- March 19, 1997 - ----------------------------------------------------- Finance, Controller and James S. Parks, Jr. Treasurer (principal financial and accounting officer) Director March , 1997 - ----------------------------------------------------- James R. Andrews, M.D. /s/ T. MORRIS HACKNEY Director March 19, 1997 - ----------------------------------------------------- T. Morris Hackney /s/ JOHN D. JOHNS Director March 19, 1997 - ----------------------------------------------------- John D. Johns Director March , 1997 - ----------------------------------------------------- James Mailon Kent, Jr. /s/ C. PHILLIP MCWANE Director March 19, 1997 - ----------------------------------------------------- C. Phillip McWane /s/ DRAYTON NABERS, JR. Director March 19, 1997 - ----------------------------------------------------- Drayton Nabers, Jr. Director March , 1997 - ----------------------------------------------------- Ronald W. Orso, M.D. /s/ G. Ruffner Page, Jr. Director March 19, 1997 - ----------------------------------------------------- G. Ruffner Page, Jr. /s/ W. STANCIL STARNES Director March 19, 1997 - ----------------------------------------------------- W. Stancil Starnes /s/ WILLIAM D. MONTGOMERY Director March 19, 1997 - ----------------------------------------------------- William D. Montgomery
43 44 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION REFERENCE - -------- ----------- ---- 3.1 -- Certificate of Incorporation................................ (1) 3.1A -- Certificate of Amendment of Certificate of Incorporation.... * 3.2 -- Bylaws...................................................... (1) 4.1 -- Provisions of the Certificate of Incorporation and the Bylaws of Alabama National BanCorporation which Define the Rights of Securityholders................................... (1) 4.2 -- Certificate of Merger filed with the Secretary of State of the State of Delaware on December 29, 1995.................. 10.1 -- Deferred Compensation Agreement dated August 18, 1992, between James A. Taylor and Alabama Exchange Bank........... (1) 10.2 -- Deferred Compensation Agreement dated September 9, 1985, as amended, between James A. Taylor and Bank of Dadeville...... (1) 10.3 -- Deferred Compensation Agreement dated September 9, 1985, as amended, between James A. Taylor and Bank of Dadeville as successor to The Camp Hill Bank............................. (1) 10.4 -- Deferred Compensation Agreement dated September 9, 1985, as amended, between James A. Taylor and First National Bank of Ashland..................................................... (1) 10.5 -- Agreement to Allocate Consolidated Federal Income Tax Liabilities and Benefits, effective December 20, 1986, between Alabama National BanCorporation and Alabama Exchange Bank........................................................ (1) 10.6 -- Agreement to Allocate Consolidated Federal Income Tax Liabilities and Benefits, effective December 20, 1986, between Alabama National BanCorporation and Bank of Dadeville................................................... (1) 10.7 -- Agreement to Allocate Consolidated Federal Income Tax Liabilities and Benefits, effective December 20, 1986, between Alabama National BanCorporation and First National Bank of Ashland............................................. (1) 10.8 -- Agreement to Allocate Consolidated Federal Income Tax Liabilities and Benefits, effective January 4, 1988, between Alabama National BanCorporation and Gulf Bank............... (1) 10.9 -- Agreement to Allocate Consolidated Federal Income Tax Liabilities and Benefits, effective July 1, 1994, between Alabama National BanCorporation and St. Clair Federal Savings Bank................................................ (3) 10.10 -- Agreement to Allocate Consolidated Federal Income Tax Liabilities and Benefits, effective July 10, 1992, between Alabama National BanCorporation and Citizens Bank of Talladega................................................... (3) 10.11 -- Alabama National BanCorporation 1994 Stock Option Plan...... (1) 10.12 -- Form of Stock Option Agreement utilized in connection with the 1994 Stock Option Plan.................................. (2) 10.13 -- Engagement letter among J.C. Bradford & Co., Raymond James & Associates and Alabama National BanCorporation, dated March 30, 1995.................................................... (3) 10.14 -- Agreement dated September 18, 1995, by and among James A. Taylor and Frank W. Whitehead, Alabama National BanCorporation, National Commerce Corporation and Commerce Bankshares, Inc............................................. (3) 10.14A -- Amendment to Agreement dated September 18, 1995 executed by James A. Taylor, Alabama National BanCorporation, National Commerce Corporation and Commerce Bankshares, Inc. on November 17, 1995........................................... (3)
44 45
EXHIBIT NUMBER DESCRIPTION PAGE - -------- ----------- ---- 10.15 -- Agreements among the following for the deferral of the exercise of stock options................................... (3) (a) James A. Taylor (b) Frank W. Whitehead (c) Ronald W. Orso, M.D. (d) William V. Muse, Ph.D. (e) James R. Andrews, M.D. (f) Carl F. Bailey (g) James M. Kent, Jr. (h) M. W. Milner (i) William L. Clark (j) Robert L. Davis (k) Johnny G. Dutton (l) Jimmy R. McIntosh (m) Frank Ray Miller (n) Wayne Glasscock (o) Roger Guin 10.16 -- Commerce Bankshares, Inc. Long Term Incentive Compensation Plan........................................................ (3) 10.16(a) -- Form of Incentive Stock Option Agreement.................... (3) 10.16(b) -- Form of Restricted Stock Agreement.......................... (3) 10.17 -- Lease Agreement between Woodward Properties and NBC......... (3) 10.18 -- NBC Pension Plan............................................ (4) 10.19 -- Deposit Liabilities Assumption Agreement dated December 22, 1995, between Talladega Federal Savings & Loan Association and The First National Bank in Sylacauga.................... (4) 10.20 -- Credit Agreement between Alabama National BanCorporation and AmSouth Bank of Alabama dated as of December 29, 1995 relating to a $23,000,000 Revolving Loan.................... (4) 10.20(a) -- Promissory Note between Alabama National BanCorporation and AmSouth Bank of Alabama dated as of December 29, 1995 relating to a $23,000,000 Revolving Loan.................... (4) 10.20(b) -- Pledge Agreement between Alabama National BanCorporation and AmSouth Bank of Alabama dated as of December 29, 1995 relating to a $23,000,000 Revolving Loan.................... (4) 10.21 -- Agreement and Plan of Merger dated as of June 10, 1996 between Alabama National BanCorporation and FIRSTBANC....... (6) 10.22 -- Separation Agreement between Alabama National BanCorporation and James A. Taylor dated April 30, 1996.................... * 10.23 -- Alabama National BanCorporation Performance Share Plan...... * 10.24 -- Alabama National BanCorporation Deferred Compensation Plan for Directors Who Are Not Employees of the Company.......... * 16.1 -- Letter from Ernst & Young LLP regarding Change in Certifying Accountant.................................................. (5) 21.1 -- Subsidiaries of Alabama National BanCorporation............. * 23.1 -- Consent of Ernst & Young LLP................................ * 23.2 -- Consent of Coopers & Lybrand L.L.P.......................... * 27 -- Financial Data Schedule (for SEC use only).................. *
- --------------- (1) Filed as an Exhibit to ANB's Registration Statement on Form S-1 (Commission File No. 33-83800) and is incorporated herein by reference. 45 46 (2) Filed as an Exhibit to ANB's Form 10-K for the year ended December 31, 1994 and is incorporated herein by reference. (3) Filed as an Exhibit to ANB's Registration Statement on Form S-4 (Commission File No. 33-97152) and is incorporated herein by reference. (4) Filed as an Exhibit to ANB's Form 10-K for the year ended December 31, 1995 and is incorporated herein by reference. (5) Filed as an Exhibit to ANB's Form 8-K/A filed on July 10, 1996 and is incorporated herein by reference. (6) Filed as an Exhibit to ANB's Form 8-K filed on October 10, 1996 and is incorporated herein by reference. * Filed herein. 46 47 ANNUAL REPORT ON FORM 10-K ITEM 14(A)(1) AND (2) AND (D) LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES YEAR ENDED DECEMBER 31, 1996 ALABAMA NATIONAL BANCORPORATION BIRMINGHAM, ALABAMA 47 48 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996 AND 1995 CONTENTS AUDITED CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Accountants........................ F-2 Consolidated Statements of Condition...................... F-4 Consolidated Statements of Income......................... F-5 Consolidated Statements of Changes in Stockholders' Equity................................................. F-6 Consolidated Statements of Cash Flows..................... F-7 Notes to Consolidated Financial Statements................ F-9
F-1 49 REPORT OF INDEPENDENT ACCOUNTANTS To the Stockholders and Board of Directors Alabama National BanCorporation We have audited the consolidated statement of condition of Alabama National BanCorporation and Subsidiaries as of December 31, 1996 and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the years ended December 31, 1996 and 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. The accompanying consolidated statement of condition of Alabama National BanCorporation for the year ended December 31, 1995 and the related consolidated statements of income, changes in stockholders' equity, and cash flows for the year ended December 31, 1995 (prior to restatement) were audited by other auditors whose report dated February 29, 1996 expressed an unqualified opinion on those statements. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Alabama National BanCorporation and Subsidiaries as of December 31, 1996, and the consolidated results of its operations and its cash flows for the years ended December 31, 1996 and 1994, in conformity with generally accepted accounting principles. We also audited the combination of the accompanying consolidated statement of condition as of December 31, 1995 and the related statements of income, changes in stockholders' equity, and cash flows for the year then ended, after restatement for the 1996 pooling of interests; in our opinion, such consolidated statements have been properly combined on the basis described in Note 2 of the notes to the consolidated financial statements. We also audited the reclassifications described in Note 2 that were applied to the 1995 financial statements. In our opinion, such adjustments are appropriate and have been properly applied. As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for stock-based compensation in 1996. As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for investments in 1994. /s/ Coopers & Lybrand L.L.P. - ---------------------------- Coopers & Lybrand L.L.P. Birmingham, Alabama January 15, 1997 F-2 50 Report of Independent Auditors The Board of Directors Alabama National BanCorporation We have audited the consolidated statement of condition of Alabama National BanCorporation and subsidiaries (Alabama National BanCorporation) as of December 31, 1995 and the related consolidated statements of income, changes in stockholders' equity and cash flows for the year then ended (not presented seperately herein). The financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Alabama National BanCorporation as of December 31, 1995 and the consolidated results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. /s/ Ernst & Young LLP - --------------------- Birmingham, Alabama February 29, 1996 F-3 51 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CONDITION DECEMBER 31, 1996 AND 1995
1996 1995 -------- -------- (IN THOUSANDS, EXCEPT SHARE DATA) ASSETS Cash and due from banks..................................... $ 36,730 $ 39,202 Interest-bearing deposits in other banks.................... 200 11,168 Investment securities (market value $74,772 and $61,618 for 1996 and 1995, respectively).............................. 74,745 61,594 Securities available for sale............................... 76,080 92,270 Trading securities.......................................... 1,936 4,402 Federal funds sold and securities purchased under agreements to resell................................................. 46,249 37,820 Loans....................................................... 612,897 555,252 Unearned income............................................. (1,456) (2,133) -------- -------- Loans, net of unearned income............................... 611,441 553,119 Allowance for loan losses................................... (9,322) (8,909) -------- -------- Net loans.......................................... 602,119 544,210 -------- -------- Property, equipment, and leasehold improvements, net........ 20,891 20,163 Intangible assets........................................... 7,308 7,595 Other assets................................................ 21,454 21,299 -------- -------- $887,712 $839,723 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits: Noninterest bearing..................................... $110,962 $112,382 Interest bearing........................................ 563,719 564,154 -------- -------- Total deposits..................................... 674,681 676,536 -------- -------- Federal funds purchased and securities sold under agreements to repurchase............................................. 91,871 58,921 Treasury tax and loan accounts.............................. 2,968 2,441 Short-term borrowings....................................... 41,000 21,280 Accrued expenses and other liabilities...................... 10,771 21,535 Long-term debt.............................................. 300 821 -------- -------- Total liabilities.................................. 821,591 781,534 -------- -------- Commitments and contingencies (see Note 11) Stockholders' equity: Senior noncumulative floating rate preferred stock, $1,000 par; authorized 4,000 shares; no shares issued or outstanding............................................. Floating rate cumulative preferred stock, $1,000 par; authorized 4,000 shares; no shares issued or outstanding............................................. Noncumulative floating rate preferred stock, $1,000 par; authorized 6,000 shares; no shares issued or outstanding............................................. 10% noncallable preferred stock, $1 par; authorized 6,230 shares; no shares issued or outstanding................. Preferred stock, $1 par; authorized 100,000 shares; no shares issued or outstanding............................ Common stock, $1 par; authorized 10,000,000 shares; issued and outstanding 6,515,418 and 6,505,418 shares, respectively.............................................. 6,515 6,505 Additional paid-in capital.................................. 48,782 48,745 Retained earnings........................................... 11,093 3,119 Unearned restricted stock................................... 185 278 Unrealized (losses) gains on available for sale securities, net of taxes.............................................. (84) 98 -------- -------- Total stockholders' equity......................... 66,121 58,189 -------- -------- $887,712 $839,723 ======== ========
The accompanying notes are an integral part of these consolidated financial statements. F-4 52 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
1996 1995 1994 ------- ------- ------- (IN THOUSANDS, EXCEPT SHARE DATA) Interest income: Interest and fees on loans................................ $53,286 $29,976 $23,163 Interest on securities.................................... 9,836 6,184 5,767 Interest on deposits in other banks....................... 233 207 Interest on trading securities............................ 183 67 15 Interest on federal funds sold and securities purchased under agreements to resell............................. 1,587 1,533 399 ------- ------- ------- Total interest income............................. 65,125 37,967 29,344 ------- ------- ------- Interest expense: Interest on deposits...................................... 24,908 16,233 10,410 Interest on federal funds purchased and securities sold under agreements to repurchase......................... 3,365 2,143 1,111 Interest on short- and long-term borrowings............... 2,092 796 572 ------- ------- ------- Total interest expense............................ 30,365 19,172 12,093 ------- ------- ------- Net interest income............................... 34,760 18,795 17,251 Provision for loan losses................................... 239 409 1,279 ------- ------- ------- Net interest income after provision for loan losses.......................................... 34,521 18,386 15,972 ------- ------- ------- Noninterest income: Securities (losses) gains................................. (33) 3 (17) Gain on disposition of assets and deposits................ 308 371 525 Service charges on deposit accounts....................... 3,853 1,681 1,528 Investment services....................................... 7,889 3,934 975 Trust department income................................... 1,550 1,320 1,128 Other..................................................... 2,178 433 386 ------- ------- ------- Total noninterest income.......................... 15,745 7,742 4,525 ------- ------- ------- Noninterest expense: Salaries and employee benefits............................ 21,466 11,337 8,172 Occupancy and equipment expense........................... 4,458 2,797 2,574 Other..................................................... 10,462 6,764 3,501 ------- ------- ------- Total noninterest expense......................... 36,386 20,898 14,247 ------- ------- ------- Income before provision for income taxes and minority interest in earnings of consolidated subsidiaries......... 13,880 5,230 6,250 Provision for income taxes.................................. 4,141 354 275 ------- ------- ------- Income before minority interest in earnings of consolidated subsidiaries.............................................. 9,739 4,876 5,975 Minority interest in earnings of consolidated subsidiaries.............................................. 14 650 750 ------- ------- ------- Net income........................................ 9,725 4,226 5,225 Less cash dividends on preferred stock...................... 4 854 721 ------- ------- ------- Net income available for common shares............ $ 9,721 $ 3,372 $ 4,504 ======= ======= ======= Net income per common share................................. $ 1.45 $ 1.17 $ 1.59 ======= ======= ======= Weighted average common and common equivalent shares outstanding............................................... 6,725 2,874 2,834 ======= ======= =======
The accompanying notes are an integral part of these consolidated financial statements. F-5 53 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
SENIOR NONCUMULATIVE FLOATING NONCUMULATIVE FLOATING RATE FLOATING 10% RATE CUMULATIVE RATE NONCALLABLE PREFERRED PREFERRED PREFERRED PREFERRED PREFERRED STOCK STOCK STOCK STOCK STOCK ------------- ---------- ------------- ----------- --------- (IN THOUSANDS) BALANCE, DECEMBER 31, 1993........................... $ 2,500 $ 2,565 $ 5,416 Net income........................................... Preferred stock dividends declared................... Reduction due to sale of minority interest in consolidated subsidiary............................. Effect of adoption of SFAS No. 115 (Note 2).......... Changes in unrealized gain (loss) on available for sale securities..................................... ------- ------- ------- ------- ------- BALANCE, DECEMBER 31, 1994........................... 2,500 2,565 5,416 Net income........................................... Preferred stock dividends declared................... Redemption of preferred stock........................ (2,500) (2,565) (5,416) Merger of Alabama National BanCorporation and Commerce Bankshares, Inc. into the Company.......... Change in unrealized gain (loss) on available for sale securities..................................... ------- ------- ------- ------- ------- BALANCE, DECEMBER 31, 1995........................... 0 0 0 Net income........................................... Preferred stock dividends declared by a merged bank prior to pooling.................................... Common stock dividends declared...................... Redemption of FirstBanc Holding Company, Inc. preferred stock..................................... Exercise of stock options............................ Amortization of unearned restricted stock............ Changes in unrealized gain (loss) on available for sale securities..................................... ------- ------- ------- ------- ------- BALANCE, DECEMBER 31, 1996........................... $ 0 $ 0 $ 0 $ 0 $ 0 ======= ======= ======= ======= ======= COMMON COMMON RETAINED STOCK STOCK ADDITIONAL EARNINGS UNEARNED COMMON CLASS A CLASS B PAID-IN (ACCUMULATED RESTRICTED STOCK (VOTING) (NONVOTING) CAPITAL DEFICIT) STOCK ------- --------- ----------- ---------- ------------ ---------- BALANCE, DECEMBER 31, 1993........................... $ 305 $ 25 $ 325 $18,135 $(4,757) Net income........................................... 5,225 Preferred stock dividends declared................... (721) Reduction due to sale of minority interest in consolidated subsidiary............................. (342) (721) Effect of adoption of SFAS No. 115 (Note 2).......... Changes in unrealized gain (loss) on available for sale securities..................................... ------- ------- ------- ------- ------- ------- BALANCE, DECEMBER 31, 1994........................... 305 25 325 17,793 (253) Net income........................................... 4,226 Preferred stock dividends declared................... (854) Redemption of preferred stock........................ (230) Merger of Alabama National BanCorporation and Commerce Bankshares, Inc. into the Company.......... 6,200 (25) (325) 31,182 $ (278) Change in unrealized gain (loss) on available for sale securities..................................... ------- ------- ------- ------- ------- ------- BALANCE, DECEMBER 31, 1995........................... 6,505 0 0 48,745 3,119 (278) Net income........................................... 9,725 Preferred stock dividends declared by a merged bank prior to pooling.................................... (4) Common stock dividends declared...................... (1,747) Redemption of FirstBanc Holding Company, Inc. preferred stock..................................... (53) Exercise of stock options............................ 10 90 Amortization of unearned restricted stock............ 93 Changes in unrealized gain (loss) on available for sale securities..................................... ------- ------- ------- ------- ------- ------- BALANCE, DECEMBER 31, 1996........................... $6,515 $ 0 $ 0 $48,782 $11,093 $ (185) ======= ======= ======= ======= ======= ======= UNREALIZED (LOSS) GAIN ON AVAILABLE FOR SALE SECURITIES ------------ BALANCE, DECEMBER 31, 1993........................... Net income........................................... Preferred stock dividends declared................... Reduction due to sale of minority interest in consolidated subsidiary............................. $ 740 Effect of adoption of SFAS No. 115 (Note 2).......... Changes in unrealized gain (loss) on available for sale securities..................................... (1,942) ------- BALANCE, DECEMBER 31, 1994........................... (1,202) Net income........................................... Preferred stock dividends declared................... Redemption of preferred stock........................ Merger of Alabama National BanCorporation and Commerce Bankshares, Inc. into the Company.......... Change in unrealized gain (loss) on available for sale securities..................................... 1,300 ------- BALANCE, DECEMBER 31, 1995........................... 98 Net income........................................... Preferred stock dividends declared by a merged bank prior to pooling.................................... Common stock dividends declared...................... Redemption of FirstBanc Holding Company, Inc. preferred stock..................................... Exercise of stock options............................ Amortization of unearned restricted stock............ Changes in unrealized gain (loss) on available for sale securities..................................... (182) ------- BALANCE, DECEMBER 31, 1996........................... $ (84) =======
The accompanying notes are an integral part of these financial statements. F-6 54 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
1996 1995 1994 -------- -------- -------- (IN THOUSANDS) Cash flows from operating activities: Net income................................................ $ 9,725 $ 4,226 $ 5,225 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses............................... 239 409 1,279 Deferred tax benefit.................................... (311) (1,317) Depreciation and amortization........................... 2,231 1,163 1,079 Loss on disposal of property and equipment.............. 521 Provision for loss on other real estate................. 2 252 (126) Net amortization of securities.......................... (5) 89 271 Net increase (decrease) in trading securities........... 2,466 (4,402) 1,497 Minority interest in earnings of consolidated subsidiaries........................................... 14 650 750 Decrease (increase) in other assets..................... 97 151 (330) (Decrease) increase in other liabilities................ (5,704) 4,931 193 Other................................................... 42 (3) 4 -------- -------- -------- Net cash provided by operating activities.......... 9,317 6,149 9,842 -------- -------- -------- Cash flows from investing activities: Purchases of investment securities........................ (30,896) (8,567) (12,289) Proceeds from calls and maturities of investment securities.............................................. 13,009 5,150 4,825 Purchases of securities available for sale................ (37,644) (12,006) (11,951) Proceeds from sales of securities available for sale...... 5,280 4,640 Proceeds from calls and maturities of securities available for sale................................................ 53,019 4,176 11,910 Net decrease (increase) in interest bearing deposits in other banks............................................. 10,968 (8,919) Net (increase) decrease in federal funds sold and securities purchased under agreements to resell......... (8,429) (18,880) (11,975) Net increase in loans..................................... (58,824) (28,361) (30,756) Purchases of property, equipment, and leasehold improvements............................................ (3,828) (1,558) (912) Proceeds from sale of property and equipment.............. 437 Proceeds from sale of other real estate owned............. 1,025 1,296 1,439 Purchase acquisitions, net of cash acquired............... 18,047 936 -------- -------- -------- Net cash used in investing activities.............. (55,883) (49,622) (20,183) -------- -------- -------- Cash flows from financing activities: Net increase in deposits.................................. 6,645 41,549 11,833 Sale of deposits.......................................... (8,500) Increase (decrease) in federal funds purchased, securities sold under agreements to repurchase, and treasury tax and loan account........................................ 33,477 24,257 (1,413) Net increase (decrease) in short-term and long-term borrowings.............................................. 19,199 8,007 (321) Proceeds from sale of minority interest in consolidated subsidiary.............................................. 240 Exercise of stock options................................. 100 Dividends on preferred stock.............................. (4) (854) (721) Dividends on common stock................................. (1,747) Redemption of preferred stock............................. (53) (10,711) Change in other liabilities............................... (5023) -------- -------- -------- Net cash provided by financing activities.......... 44,094 62,248 9,618 -------- -------- -------- (Decrease) increase in cash and cash equivalents... (2,472) 18,775 (723) Cash and cash equivalents, beginning of year................ 39,202 20,427 21,150 -------- -------- -------- Cash and cash equivalents, end of year...................... $ 36,730 $ 39,202 $ 20,427 ======== ======== ======== Supplemental disclosure of cash flow information: Cash paid for interest.................................... $ 30,178 $ 19,118 $ 16,238 ======== ======== ======== Cash paid for income taxes................................ $ 2,472 $ 793 $ 335 ======== ======== ======== Transfer of investment securities to securities available for sale................................................ $ 4,770 $ 10,467 ======== ========
F-7 55 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)
1996 1995 1994 -------- -------- -------- (IN THOUSANDS) Supplemental schedule of noncash investing activities: Foreclosure of other real estate owned.................... $ 676 $ 1,238 $ 354 ======== ======== ======== Transfer of property to other real estate owned........... $ 198 $ 50 ======== ======== Reduction in proportional interest in consolidated subsidiary.............................................. $ 342 ======== Increase in unrealized holding loss on securities available for sale...................................... $ 276 ======== Unearned restricted stock and performance plan awards..... $ 135 $ (278) ======== ======== Assets acquired and liabilities assumed in merger transactions (Note 1): Assets acquired, net of cash of $15,387................. $325,217 ======== Liabilities assumed..................................... $307,170 ========
The accompanying notes are an integral part of these consolidated financial statements. F-8 56 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BUSINESS COMBINATIONS On December 29, 1995, Alabama National BanCorporation (ANB) merged (the Merger) with National Commerce Corporation (NCC) and Commerce Bankshares, Inc. (CBS) (collectively the Company). The Merger was accomplished by converting each share of NCC common stock into 348.14 shares of ANB common stock and each share of CBS common stock into 7.0435 shares of ANB common stock for a total of 3,106,981 shares of ANB common stock and the repurchase of 360,400 shares of previously outstanding ANB common stock. The Merger was accounted for as a "reverse acquisition", whereby NCC acquired ANB for financial reporting purposes. ANB remains the registrant for Securities and Exchange Commission filing purposes and, consistent with the reverse acquisition accounting treatment, the historical financial statements of Alabama National BanCorporation presented for 1995 and 1994 are the consolidated financial statements of NCC. The operations of ANB have been included in the financial statements from the date of acquisition. The historical stockholders' equity of NCC prior to the Merger has been retroactively restated for the equivalent number of shares received in the Merger after giving effect to any difference in par value of ANB's and NCC's stock by an offset to paid-in capital. The purchase price, determined by the ANB common stock average closing price for the month of March 1995, prior to the announcement of the Merger, plus direct acquisition costs, was allocated to the ANB assets and liabilities acquired based on their fair market value at the date of acquisition. The excess of the purchase price over the fair market value of net assets acquired is being amortized on a straight-line basis over twenty-five years. The ANB assets purchased and liabilities assumed (at fair market values) as of December 29, 1995 were as follows (in thousands): Cash, due from banks, interest bearing deposits with other banks, and federal funds sold............................. $ 27,788 Securities available for sale............................... 27,821 Investment securities....................................... 19,954 Loans, net of unearned income and allowance for loan losses.................................................... 204,485 Bank premises and equipment................................. 11,734 Intangible assets........................................... 5,423 Other assets................................................ 8,354 Deposits assumed............................................ (253,611) Liabilities assumed......................................... (20,217) --------- Net assets acquired......................................... $ 31,731 =========
The following unaudited pro forma consolidated results of operations for the years ended December 31, 1995 and 1994, are presented as if the Merger had occurred on January 1, 1994, and excludes one-time merger expenses in 1995 of approximately $2 million (In thousands, except per share data):
1995 1994 ------- ------- Net interest income......................................... $30,779 $27,276 Provision for loan losses................................... 1,225 1,435 Noninterest income.......................................... 10,492 6,872 Noninterest expense......................................... 30,305 23,652 Provision for income taxes.................................. 1,556 1,000 Net Income.................................................. 8,185 8,061 Earnings per common and common equivalent share............. 1.28 1.51
F-9 57 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Historical financial information of Alabama National BanCorporation and its subsidiaries prior to the Merger described above is as follows:
DECEMBER 29, DECEMBER 31, 1995 1994 ------------ ------------ (IN THOUSANDS) STATEMENT OF CONDITION DATA Investment securities....................................... $ 19,877 $ 34,539 Securities available for sale............................... 27,821 18,923 Loans, net.................................................. 202,761 185,699 Total assets................................................ 298,683 271,270 Total deposits.............................................. 253,611 231,032 Stockholders' equity........................................ 26,994 29,905
PERIOD ENDED YEAR ENDED DECEMBER 29, DECEMBER 31, 1995 1994 ------------ ------------ (IN THOUSANDS, EXCEPT PER SHARE DATA) STATEMENT OF INCOME DATA Net interest income......................................... $ 14,322 $ 12,700 Provision for loan losses................................... 833 206 Noninterest income.......................................... 3,089 2,666 Noninterest expense......................................... 12,929 10,566 Net Income.................................................. 2,349 3,223 Net income per common share................................. .75 1.25
On September 30, 1996, FirstBank Holding Company, Inc. (FirstBanc), a one bank holding company headquartered in Robertsdale, Alabama was merged into the Company. The Company acquired all of the outstanding common stock of FirstBanc in exchange for 305,000 shares of the Company's common stock. At the merger date, FirstBanc had approximately $36 million in total assets, year-to-date net interest income of approximately $1.2 million and year-to-date net income of approximately $325,000. The consolidated financial statements of the Company give effect to the FirstBanc merger, which was accounted for as a pooling of interests and, accordingly, financial statements for all periods have been restated to reflect the results of operations of the companies on a combined basis from the earliest period presented, except for dividends per share. The Company's consolidated financial data for the years ended December 31, 1995 and 1994 have been restated as follows (in thousands):
AS AS PREVIOUSLY EFFECT OF CURRENTLY REPORTED FIRSTBANC REPORTED ---------- --------- --------- Year ended December 31, 1995: Net interest income..................................... $17,278 $1,517 $18,795 Net income.............................................. 3,801 425 4,226 Stockholders' equity.................................... 55,590 2,599 58,189 Net income per share.................................... 1.15 .02 1.17 Year ended December 31, 1994: Net interest income..................................... $15,707 $1,544 $17,251 Net income.............................................. 4,850 375 5,225 Stockholders' equity.................................... 25,369 2,105 27,474 Net income per share.................................... 1.64 (.05) 1.59
F-10 58 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) CBS was formed on April 4, 1995 to succeed as owner of all the interest of National Bank of Commerce of Birmingham (NBC), a consolidated subsidiary of NCC. CBS, a bank and thrift holding company, was formed primarily to accomplish the acquisition of Talladega Federal Savings and Loan Association (TFSLA). On July 20, 1995, CBS issued 600,125 shares of its common stock to NCC and 95,126 shares of its common stock to the individual stockholders of NBC in exchange for all of the common stock of NBC and became a consolidated subsidiary of NCC. Also, on August 1, 1995, CBS acquired all of the stock of TFSLA for $1,703,000 in cash. This acquisition was accounted for under the purchase method; accordingly, the purchase price was allocated to the assets and liabilities based on their fair values. No goodwill was recorded. At the date of acquisition, TFSLA had assets of $34,982,000 and equity of $1,813,000. The results of operations of TFSLA are included in NCC's results of operations beginning August 1, 1995. The results of TFSLA's 1995 operations prior to acquisition were not material in relation to the results of NCC's operations. The TFSLA assets purchased and liabilities assumed as of August 1, 1995 were as follows (in thousands): Cash, due from banks, interest bearing deposits with other banks, and federal funds sold............................. $ 4,815 Securities available for sale............................... 334 Investment securities....................................... 5,583 Loans, net of unearned income and allowance for loan losses.................................................... 16,757 Bank premises and equipment................................. 528 Other assets................................................ 7,028 Deposits assumed............................................ (32,956) Liabilities assumed......................................... (386) -------- Net assets acquired......................................... $ 1,703 ========
TFSLA was merged with Citizens Bank of Talladega, another subsidiary of the Company, on December 29, 1995. On April 15, 1994, NBC completed the acquisition of the net assets of First American Bank of Pelham (FAB) for $1,500,000 in cash. The acquisition was accounted for under the purchase method of accounting. The difference between the purchase price and the net assets acquired has been allocated to the net assets based on their fair market values. No goodwill resulted from the acquisition. At the date of acquisition, FAB had assets of $17,296,000 and equity of $1,207,000. Cash acquired as a result of this acquisition was $2,436,000. The results of operations of FAB are included in the results of operations of NBC beginning April 16, 1994. 2. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BUSINESS SEGMENT -- The accounting and reporting policies of the Company conform with generally accepted accounting principles and with general financial service industry practices. The Company provides a full range of banking and bank-related services to individual and corporate customers through its seven subsidiary banks located in Alabama. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. USE OF ESTIMATES -- In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the statement of condition dates F-11 59 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) and revenues and expenses for the periods shown. Actual results could differ from the estimates and assumptions used in the consolidated financial statements. CASH AND CASH EQUIVALENTS -- For purposes of reporting cash flows, cash and cash equivalents include cash on hand and due from banks. SECURITIES -- Investment securities are stated at amortized cost as a result of management's ability and intent to hold the securities until maturity. Related premiums are amortized and discounts are accreted on the straight-line method. Securities available for sale are those securities intended to be held for an indefinite period of time. The Company may sell these securities as part of its asset/liability strategy in response to changes in interest rates, changes in prepayment risk, or similar factors. Securities available for sale are recorded at market value. Unrealized holding gains and losses on securities classified as available-for-sale are carried as a separate component of stockholders' equity. Trading securities, principally obligations of U.S. Government agencies, are securities held for sale and are stated at market. Bond purchases and sales are recorded on trade date. Accounts receivable from and accounts payable to bond customers and dealers are included in other assets and liabilities and represent security transactions settled for which the securities have not been delivered. Unrealized holding gains and losses on securities classified as trading are reported in earnings. Gains and losses on the sale of securities are computed using the specific identification method. LOANS AND ALLOWANCE FOR LOAN LOSSES -- Interest income with respect to loans is accrued on the principal amount outstanding, except for interest on certain consumer loans which is recognized over the term of the loan using a method which approximates level yields. The allowance for loan losses is established through a provision for loan losses charged to expenses. Loans are charged against the allowance for loan losses when management believes the collectibility of principal is unlikely. The allowance is the amount that management believes will be adequate to absorb possible losses on existing loans which may become uncollectible, based on evaluations of the collectibility of loans and prior loan loss experience. The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific loan problems, and current economic conditions which may affect the borrower's ability to pay. Accrual of interest is discontinued on a loan when management believes, after considering economic and business conditions and collection efforts, that the borrower's financial condition is such that the collection of interest is doubtful. Payments received on such loans are applied first to principle until the obligation is satisfied. Any remaining payments are then recorded as interest income. PROPERTY, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS -- Property, equipment, and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation is principally computed using the straight-line method over the estimated useful life of each type of asset. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the improvements or the terms of the related leases. Maintenance and repairs are expensed as incurred; improvements and betterments are capitalized. When items are retired or otherwise disposed of, the related costs and accumulated depreciation are removed from the accounts and any resulting gains or losses are credited or charged to income. Estimated useful lives generally are as follows: Buildings................................................... 5 - 45 years Leasehold improvements...................................... 10 - 30 years Furniture, equipment, and vault............................. 3 - 30 years
F-12 60 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) OTHER REAL ESTATE -- Other real estate, primarily property acquired by foreclosure, is capitalized at the lower of fair value less estimated selling costs or cost of the property or loan immediately prior to its classification as other real estate. Other real estate is not depreciated and is carried at the lower of cost or fair value less estimated selling costs. Losses, representing the difference between the sales price and the carrying value of the property, are recorded immediately, while gains on such sales are deferred until the initial and continuing investment by the borrower equals or exceeds specified equity percentages. INTANGIBLE ASSETS -- Intangible assets consist of the excess of cost over the fair value of net assets of acquired businesses and core deposit intangibles. The excess of cost over the fair value of net assets of acquired businesses, which totaled $6,454,000 and $6,679,000 at December 31, 1996 and 1995, respectively, is being amortized over a period of 25 years, principally using the straight-line method of amortization. Core deposit intangibles, which totaled $854,000 and $916,000 at December 31, 1996 and 1995, respectively, are being amortized over 25 years using the straight-line method of amortization. The excess of cost over net assets acquired results from purchase acquisitions that occurred prior to 1993 and from the Merger previously described. The carrying value of excess of cost over net assets of subsidiaries acquired is reviewed if facts and circumstances suggest that it may be impaired. In March 1995, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 121 Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of (Statement 121), which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. Statement 121 also addresses the accounting for long-lived assets that are expected to be disposed of. The Company adopted Statement 121 effective January 1, 1996. The adoption of Statement 121 did not have a material effect on the Company's consolidated financial statements. In May 1995, the FASB issued Statement of Financial Accounting Standards No. 122, Accounting for Mortgage Servicing Rights, an Amendment of FASB No. 65 (Statement 122). Statement 122 requires companies that originate mortgage loans to capitalize the cost of mortgage servicing rights separate from the cost of originating the loan when a definitive plan to sell those loans and retain the mortgage servicing rights exists. Prior to the adoption of Statement 122, only mortgage servicing rights that are purchased from other parties are capitalized and recorded as an asset. Therefore, Statement 122 eliminates the accounting inconsistencies that existed between mortgage servicing rights that are derived from loan origination activities and those acquired through purchase transactions. Statement 122 also requires that capitalized mortgage servicing rights be assessed for impairment based on the fair value of those rights. The Company adopted Statement 122 effective January 1, 1996, with no material effect on the Company's consolidated financial statements. RECENTLY ISSUED ACCOUNTING STANDARDS -- Statement of Financial Accounting Standard No. 125, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as amended by statement of Financial Accounting Standards No. 127 (Statement 127), Deferral of the Effective Date of Certain Provisions of FASB Statement No. 125, establishes standards in 1997 for accounting for certain transfers of assets and extinguishment of liabilities. It requires that an entity recognize the financial and servicing assets it controls and the liabilities it has incurred and derecognize financial assets when control has been surrendered, and derecognize liabilities when extinguished. Certain guidelines set forth in the statement must be met before an asset can be considered transferred or a liability extinguished. This statement is applied prospectively for transfers of financial assets and extinguishments of liabilities occurring after December 31, 1996. Management does not believe the adoption of Statement 125, as amended by Statement 127, will have a material effect on the consolidated financial statements of the Company. INCOME TAXES -- Deferred income taxes are provided on all temporary differences between the financial reporting basis and the income tax basis of assets and liabilities. F-13 61 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) STOCK-BASED EMPLOYEE COMPENSATION -- In 1996, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (Statement 123), which calls for a value based method. Beginning in 1996, compensation cost for stock-based employee compensation arrangements is measured at the grant date based on the value of the award and is recognized over the service period. The effects of applying this statement during the initial phase-in period are not necessarily representative of the effects on future years. ADVERTISING COSTS -- The Company expenses the costs of advertising when those costs are incurred. EARNINGS PER SHARE DATA -- Net income per share is based on the weighted average shares of common stock and common stock equivalents outstanding during the year. Common stock equivalents included in the computations represent the dilutive effect of shares issuable under stock options (see Note 12). For purposes of this calculation, net income has been adjusted for preferred stock dividends declared during the years in which preferred stock was issued and outstanding. RECLASSIFICATIONS -- Certain reclassifications have been made to the prior year financial statements to conform with the 1996 presentation. Payments to redeem the shares of certain ANB shareholders pursuant to NCC's 1995 reverse acquisition of ANB have been reclassified within stockholders' equity as a reduction of additional paid-in capital. 3. REGULATORY RESTRICTIONS The subsidiary banks are required by law to maintain reserves in cash or deposits with the Federal Reserve Bank or other banks. At December 31, 1996, the required reserves totaled $7,051,000. At December 31, 1996 and 1995, securities with carrying values of $81,767,000 and $85,960,000 were pledged to secure U.S. Government deposits and other public funds and for purposes as required or permitted by law. The Company has a policy of collecting amounts from its subsidiaries sufficient to cover expenses of the Company and to service Company debt. Such amounts have been received in the form of dividends declared by the subsidiaries. Payment of dividends is subject to the financial condition of the subsidiaries and the Company's judgment as to the desirability of utilizing alternative sources of funds. The payment of dividends by the subsidiary banks is also subject to various regulatory requirements. At December 31, 1996, $13,029,000 of the retained earnings of the subsidiary banks are available for payment of dividends to the Company under the various regulatory requirements, without special approval from the applicable regulators. F-14 62 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 4. SECURITIES The amortized cost and estimated market values of investment securities (carried at amortized cost) and securities available for sale (carried at market value) are as follows:
DECEMBER 31, 1996 --------------------------------------------- GROSS GROSS AMORTIZED UNREALIZED UNREALIZED MARKET COST GAINS LOSSES VALUE --------- ---------- ---------- ------- (IN THOUSANDS) Investment securities: U.S. Treasury securities and obligations of U.S. Government corporations and agencies.................................. $ 3,446 $ 2 $ (6) $ 3,442 Obligations of states and political subdivisions.............................. 10,786 222 (44) 10,964 Mortgage backed securities issued or guaranteed by U.S. Government agencies.... 60,513 122 (269) 60,366 ------- ---- ----- ------- Totals............................... $74,745 $346 $(319) $74,772 ======= ==== ===== ======= Securities available for sale: U.S. Treasury securities and obligations of U.S. Government corporations and agencies.................................. $13,349 $ 4 $ (14) $13,339 Obligations of states and political subdivisions.............................. 8,821 110 (39) 8,892 Mortgage backed securities issued or guaranteed by U.S. Government agencies.... 50,523 284 (464) 50,343 Equity securities............................ 3,506 3,506 ------- ---- ----- ------- Totals............................... $76,199 $398 $(517) $76,080 ======= ==== ===== =======
DECEMBER 31, 1995 --------------------------------------------- GROSS GROSS AMORTIZED UNREALIZED UNREALIZED MARKET COST GAINS LOSSES VALUE --------- ---------- ---------- ------- Investment securities: U.S. Treasury securities and obligations of U.S. Government corporations and agencies.................................. $ 968 $ $ $ 968 Obligations of states and political subdivisions.............................. 10,791 31 (23) 10,799 Mortgage backed securities issued or guaranteed by U.S. Government agencies.... 49,735 153 (138) 49,750 Other........................................ 100 1 101 ------- ---- ----- ------- Totals............................... $61,594 $185 $(161) $61,618 ======= ==== ===== ======= Securities available for sale: U.S. Treasury securities and obligations of U.S. Government corporations and agencies.................................. $26,191 $ 8 $26,199 Obligations of states and political subdivisions.............................. 7,262 7,262 Mortgage backed securities issued or guaranteed by U.S. Government agencies.... 54,485 586 $(438) 54,633 Other........................................ 250 1 251 Equity securities............................ 3,925 3,925 ------- ---- ----- ------- Totals............................... $92,113 $595 $(438) $92,270 ======= ==== ===== =======
F-15 63 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Maturities of securities at December 31, 1996 are summarized as follows (in thousands):
INVESTMENT SECURITIES AVAILABLE FOR SALE --------------------- --------------------- ESTIMATED ESTIMATED AMORTIZED MARKET AMORTIZED MARKET COST VALUE COST VALUE --------- --------- --------- --------- Due in one year or less......................... $ 3,901 $ 3,898 $14,900 $14,888 Due after one year through five years........... 4,689 4,677 16,067 16,033 Due after five years through ten years.......... 7,907 8,042 3,565 35,48 Due after ten years............................. 2,466 2,497 2,004 2,031 Mortgage backed securities...................... 55,782 55,658 36,157 36,074 Equity securities............................... 3,506 3,506 ------- ------- ------- ------- Totals................................ $74,745 $74,772 $76,199 $76,080 ======= ======= ======= =======
During 1996, gross gains of $42,000 and gross losses of $75,000 were realized. In 1995, gross gains of $3,000 were realized. In 1994, gross gains of $7,000 and gross losses of $24,000 were realized. During 1996, the Company sold investment securities with an amortized cost of $3,502,000, resulting in realized losses of $42,000. These securities were transferred to NBC pursuant to the 1996 merger of a former ANB subsidiary and NBC. The securities did not meet the criteria of NBC's formal investment policy. During the fourth quarter of 1995, investment securities with an amortized cost of $10,467,000 were transferred to securities available for sale, as permitted by the FASB's November 1995 Special Report. The unrealized loss on these securities at the date of transfer was $347,000. 5. LOANS AND OTHER REAL ESTATE Major classification of loans at December 31, 1996 and 1995 are summarized as follows (in thousands):
1996 1995 -------- -------- Commercial, financial, and agricultural..................... $162,471 $144,014 Real estate................................................. 374,587 342,193 Consumer.................................................... 46,883 50,252 Other....................................................... 28,956 18,793 -------- -------- Gross loans................................................. 612,897 555,252 Less unearned income........................................ (1,456) (2,133) -------- -------- Loans, net of unearned income............................... 611,441 553,119 Less allowance for loan losses.............................. (9,322) (8,909) -------- -------- Net loans................................................... $602,119 $544,210 ======== ========
In the normal course of business, loans are made to directors, officers, and their affiliates. Such loans are made on substantially the same terms as to other customers of the banks. The aggregate of such loans was $20,697,000 and $20,788,000 at December 31, 1996 and 1995, respectively. During 1996 and 1995, new loans of $22,850,000 and $10,062,000 were funded and repayments totaled $22,942,000 and $11,774,000, respectively. As a result of the Merger (see Note 1), loans of directors, officers, and their affiliates received in the Merger totaled $10,098,000. Loans on which the accrual of interest has been discontinued or reduced amounted to approximately $1,716,000 and $2,194,000 at December 31, 1996 and 1995, respectively. As a result of the Merger (see Note 1), nonaccrual and restructured loans received in the Merger totaled $1,066,000. If the loans of the Company had been current throughout their terms, gross interest income for the years ended December 31, 1996 and 1995, respectively, would have increased by approximately $118,000 and $67,000. F-16 64 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Other real estate at December 31, 1996 and 1995 totaled $468,000 and $625,000, respectively. The December 31, 1995 amount includes $195,000 received as a result of the Merger (see Note 1). The Company adopted FASB Statement No. 114, Accounting by Creditors for Impairment of a Loan (Statement 114), and Statement No. 118, Accounting by Creditors for Impairment of a Loan -- Income Recognition and Disclosures (Statement 118), effective January 1, 1995. As a result of applying the new rules, certain impaired loans are reported at the present value of expected future cash flows using the loan's effective interest rate, or as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. The adoption of FASB Statement 114 and Statement 118 did not have a material effect on the Company's consolidated financial statements. At December 31, 1996 and 1995, the recorded investment in loans for which impairment has been recognized in accordance with Statement 114 totaled $1,352,000 and 2,134,000, respectively, and these loans had a corresponding valuation allowance of $161,000. As a result of the previously discussed Merger (see Note 1), impaired loans received in the merger totaled $1,066,000 and $1,411,000, respectively. The Company recognized no interest on impaired loans (during the portion of the year that they were impaired). The impaired loans at December 31, 1996 were measured for impairment using the fair value of the collateral as all of these loans were collateral dependent. The Company grants real estate, commercial, and consumer loans to customers primarily in Alabama. Although the Company has a diversified loan portfolio, significant concentrations include loans collateralized by improved and undeveloped commercial and residential real estate. 6. ALLOWANCE FOR LOAN LOSSES A summary of the allowance for loan losses for the years ended December 31, 1996, 1995, and 1994 is as follows:
1996 1995 1994 ------ ------ ------ (IN THOUSANDS) Balance, beginning of year.................................. $8,909 $5,261 $6,268 Provision charged to operations............................. 239 409 1,279 Addition due to acquisitions................................ 3,124 227 ------ ------ ------ 9,148 8,794 7,774 ------ ------ ------ Loans charged off........................................... (1,343) (1,426) (3,253) Less recoveries............................................. 1,517 1,541 740 ------ ------ ------ Net recoveries (charge-offs)................................ 174 115 (2,513) ------ ------ ------ Balance, end of year........................................ $9,322 $8,909 $5,261 ====== ====== ======
F-17 65 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 7. PROPERTY, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS Major classifications of property, equipment, and leasehold improvements at December 31, 1996 and 1995 are summarized as follows:
1996 1995 -------- -------- (IN THOUSANDS) Land........................................................ $ 3,913 $ 3,751 Buildings and improvements.................................. 11,616 10,581 Leasehold improvements...................................... 4,434 4,400 Furniture, equipment, and vault............................. 8,359 8,245 Construction in progress.................................... 1,187 862 -------- -------- 29,509 27,839 Less accumulated depreciation and amortization.............. 8,618 7,676 -------- -------- Property, plant, and leasehold improvements, net............ $ 20,891 $ 20,163 ======== ========
8. DEPOSITS Deposits at December 31, 1996 and 1995 are summarized as follows:
1996 1995 -------- -------- (IN THOUSANDS) Demand deposit accounts..................................... $110,962 $112,382 NOW accounts................................................ 84,714 105,625 Savings and money market accounts........................... 182,017 181,032 Time deposits less than $100,000............................ 225,625 217,678 Time deposits of $100,000 or more........................... 71,363 59,819 -------- -------- Total deposits.................................... $674,681 $676,536 ======== ========
Certificates of deposit in denominations of $100,000 or more of approximately $17,245,000 and other time deposits in denominations of $100,000 or more of approximately $8,380,000 were assumed in the Merger (see Note 1). Certain directors and a principal stockholder of the Company, including their families and affiliated companies, are deposit customers. Total deposits of these persons at December 31, 1996 and 1995 were approximately $24,960,000 and $26,064,000, respectively. 9. SHORT- AND LONG-TERM BORROWINGS Short-term borrowings at December 31, 1996 and 1995 consist of the following:
1996 1995 ------- ------- (IN THOUSANDS) Note payable................................................ $17,000 $15,280 Advances from Federal Home Loan Bank........................ 24,000 6,000 ------- ------- $41,000 $21,280 ======= =======
Long-term borrowings at December 31, 1996 and 1995 consist of the following:
1996 1995 ---- ---- (IN THOUSANDS) Note payable................................................ $497 Capital lease obligations................................... $300 324 ---- ---- $300 $821 ==== ====
F-18 66 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The note payable at December 31, 1996 is payable in full on January 20, 1997 and represents the amount due to an independent bank under a secured master note agreement dated December 29, 1995 which provides for borrowings up to $23,000,000. Collateral for the note is the Company's stock in its subsidiary banks. Interest on the outstanding balance is payable quarterly based on LIBOR plus 125 basis points. Interest expense related to the note was $1,343,000 in 1996. No interest expense was paid on this note in 1995. On January 20, 1997, this master note agreement was renewed for $20,000,000 for one year. The Company's stock in its subsidiary banks continues to be collateral for the note and interest continues to be payable quarterly at LIBOR plus 100 basis points. Two of the subsidiary banks have lines of credit with the Federal Home Loan Bank totaling $70 million, collateralized by their home mortgage portfolios. At December 31, 1996, $24,000,000 of these lines have been used. The weighted average interest rates on the outstanding balance of total short-term borrowings was 6.32% and 6.67% at December 31, 1996 and 1995, respectively. 10. LEASES One of the Company's subsidiary banks leases its main office building from a partnership, which includes certain directors of that bank and a principal stockholder of the Company, under a noncancelable operating lease expiring in 2013. Leases classified as capital leases include branch offices with a net book value of approximately $256,000 at December 31, 1996. Additionally, this subsidiary bank leases other branch offices and equipment under operating leases. Minimum future rental payments for the capital and operating leases are as follows (in thousands):
CAPITAL OPERATING LEASES LEASES ------- --------- 1997........................................................ $ 54 $ 955 1998........................................................ 54 884 1999........................................................ 54 894 2000........................................................ 54 886 2001........................................................ 54 843 Thereafter.................................................. 160 9,209 ---- ------- Total minimum payments...................................... 430 $13,671 ======= Less amount representing interest........................... 130 ---- Net capital lease obligation................................ $300 ====
Rents charged to operations under operating lease agreements for the years ended December 31, 1996, 1995, and 1994 were approximately $1,135,000, $1,052,000, and $970,000, respectively, of which $870,000, $803,000, and $742,000, respectively, during 1996, 1995, and 1994 relate to leases with related parties. 11. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Company makes commitments to meet the financing needs of its customers. These commitments include commitments to extend credit and standby letters of credit. These instruments include, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated statements of condition. The Company's exposure to credit risk is the extent of nonperformance by the counterparty to the financial instrument for commitments to extend credit and standby letters of credit and is represented by the contractual amount of those instruments. The Company uses the same credit policies and procedures in making commitments and conditional obligations as it does for loans. At December 31, 1996 and 1995, unused commitments under lines of credit aggregated approximately $48,214,000 and $37,757,000, of which $9,499,000 and $6,897,000 pertained to related parties, respectively. The Company evaluates each customer's credit worthiness on a one-by-one basis. The amount of collateral F-19 67 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) obtained, if deemed necessary by the Company upon expansion of credit, is based on management's credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant, and equipment, residential real estate and income-producing commercial properties. The Company had approximately $959,000 and $1,496,000 in irrevocable standby letters of credit outstanding at December 31, 1996 and 1995, of which $21,000 and $29,000, respectively, pertained to related parties. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The collateral varies but may include accounts receivable, inventory, property, plant, and equipment, and residential real estate for those commitments for which collateral is deemed necessary. The Company, in the normal course of business, is subject to various pending and threatened litigation. Based on legal counsel's opinion, management does not anticipate that the ultimate liability, if any, resulting from such litigation will have a material adverse effect on the Company's financial condition or results of operations. 12. EMPLOYEE BENEFIT PLANS One of the subsidiary banks, NBC, has a defined benefit pension plan covering substantially all employees. Benefits are based on years of service and the average monthly earnings for the last sixty months of employment. The Company's policy is to use the "projected unit credit" actuarial method for financial reporting purposes and the "frozen entry age" actuarial method for funding purposes. The components of net pension expense for the years ended December 31, 1996, 1995, and 1994 are as follows (in thousands):
1996 1995 1994 ----- ----- ----- Service cost................................................ $ 342 $ 183 $ 130 Interest cost............................................... 167 126 99 Return on assets............................................ (186) (358) (117) Net amortization and deferral............................... 43 234 (14) ----- ----- ----- Net pension cost............................................ $ 366 $ 185 $ 98 ===== ===== =====
The reconciliation of the funding status of the plan for the years ended December 31, 1996, 1995, and 1994 is as follows (in thousands):
1996 1995 1994 ------ ------ ------ Vested benefits............................................. $1,652 $1,504 $ 909 Nonvested benefits.......................................... 239 180 85 ------ ------ ------ Accumulated benefit obligation.............................. 1,891 1,684 994 Effects of salary progression............................... 688 610 298 ------ ------ ------ Projected benefit obligation................................ 2,579 2,294 1,292 Fair value of plan assets, consisting primarily of debt securities................................................ 2,398 1,979 1,482 ------ ------ ------ Plan assets less than (greater than) projected benefit obligation................................................ 181 315 (190) Unrecognized net (loss) gain................................ (228) (432) 106 Unrecognized prior service cost............................. (19) (22) (24) Unrecognized net asset at date of initial application....... 16 18 20 ------ ------ ------ Accrued pension cost........................................ $ (50) $ (121) $ (88) ====== ====== ======
Primary assumptions used to actuarially determine net pension expense are as follows:
1996 1995 1994 ---- ---- ---- Settlement (discount rate).................................. 7.00% 8.25% 9.00% Expected long-term rate of return on plan assets............ 9.00 9.00 9.00 Salary increase rate........................................ 4.25 4.25 4.25
F-20 68 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The Company has a qualified employee benefit plan under Section 401(k) of the Internal Revenue Code covering substantially all employees. Employees can contribute up to 10% of their salary to the plan on a pre-tax basis and the Company matches up to 100% of the first 2% of each participants' contribution. The Company's matching contribution charged to operations was $146,000, $82,000, and $70,000 for the years ended December 31, 1996, 1995, and 1994, respectively. Several of the subsidiary banks acquired in the Merger (see Note 1) have deferred compensation plans for the benefit of the Company's former chief executive officer. Payments under the plans are scheduled to begin March 15, 1997 and March 15, 2002, or at his death, if earlier, and continue for a period of 15 years. In connection with the plans, the banks purchased single premium life insurance policies on the life of the officer. The insurance company has left the premium, together with the interest earned thereon, on deposit with one of the banks at interest rates 2% higher than the guaranteed increase in cash value of the policies. At December 31, 1996, the cash surrender value of the policies was $1,927,000 and the premiums, together with interest thereon, on deposit with the bank was $950,000. Additionally, ANB and six of its subsidiary banks have deferred compensation plans that cover certain directors of ANB and the president of each subsidiary bank. In connection with the plans, ANB and each subsidiary have purchased single premium life insurance policies on all participants, except one. At December 31, 1996, the cash surrender value of these policies was $1,800,000. The Company has fixed stock options outstanding which were granted under separate stock option plans of the different parties to the Merger. No future stock option awards are anticipated. A summary of the status of the Company's fixed stock options as of December 31, 1994, 1995, and 1996 and changes during each of the three years then ended is presented below:
1994 1995 1996 ------------------ ------------------ ------------------ WEIGHTED WEIGHTED WEIGHTED AVERAGE AVERAGE AVERAGE EXERCISE EXERCISE EXERCISE SHARES PRICE SHARES PRICE SHARES PRICE ------- -------- ------- -------- ------- -------- Outstanding, beginning of year... 225,392 $ 5.68 430,723 $ 7.74 481,291 $ 8.29 Granted.......................... 205,331 10.00 50,568 13.00 Exercised........................ (10,000) (10.00) Forfeited........................ (52,562) (8.50) ------- ------ ------- ------ ------- ------- Outstanding, end of year......... 430,723 $ 7.74 481,291 $ 8.29 418,729 $ 8.23 ======= ====== ======= ====== ======= ======= Options exercisable, end of year........................... 136,666 214,466 ======= =======
The following table summarizes information about fixed stock options outstanding at December 31, 1996:
OPTIONS OUTSTANDING ------------------------------ WEIGHTED AVERAGE OPTIONS EXERCISE NUMBER REMAINING ----------- PRICE OUTSTANDING CONTRACTUAL LIFE EXERCISABLE -------- ----------- ---------------- ----------- $5.68............................................ 204,263 8/31/2003 $10.00........................................... 167,998 11/20/2004 167,998 $13.00........................................... 46,468 11/18/2005 46,468 ------- ------- 418,729 214,466 ======= =======
The Company has 64,979 restricted shares outstanding pursuant to a Restricted Stock Agreement (RSA) originated in 1994. The RSA provides for employees covered by the plan to elect a cash award equal to an amount of personal income tax liability resulting from the award. RSA participants are entitled to vote their respective shares. No dividends are permitted, and the sale or transfer of shares is restricted for five years. F-21 69 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Shares awarded to participants that leave NBC prior to the completion of five years of service following the award are required to be surrendered and are ratably awarded to remaining participants. During the years ending December 31, 1996, 1995, and 1994, total expense for the RSA was $93,000, $93,000, and $132,000, respectively. During 1996, the Company adopted a Performance Share Plan to offer long-term incentives in addition to current compensation to key executives. The criteria for payment of performance share awards is based upon a comparison of the Company's average return on average equity over an award period to that of a comparison group of bank holding companies. If the Company's results are below the median of the comparison group, no portion of the award is earned. If the Company's results are at or above the 90th percentile, the award maximum is earned. The vesting period for the awards is four years. Under the plan, 400,000 shares have been reserved for issuances. The number of shares granted in 1996 was 16,750 shares having an approximate market value at the date of grant of $222,000. At December 31, 1996, outstanding awards measured at expected and maximum payouts were 13,400 and 22,780 shares, respectively. Expense recorded in 1996 for the Performance Share Plan was $55,500. During 1996, the Company adopted a Deferred Compensation Plan for directors who are not employees of the Company. Under the plan, a non-employee director may choose to have all or part of the cash and/or stock equivalents he would normally receive as compensation deferred for future payment at such time and in such manner as the director specifies at the time of the election, so long as any annuity payment period does not exceed ten years. The cash portion of the deferred compensation account earns interest at a rate which approximates the Company's short-term borrowing rate. Dividends earned on the stock equivalent portion are credited to the deferred compensation account in the form of additional stock equivalents. 13. MINORITY INTEREST Minority interest in 1996 consists of ownership, by unrelated parties, in two banks acquired by the Company in the Merger. During 1994 and 1995, certain directors, officers of NBC, and others owned a minority interest in NBC. Common stock transactions in 1994 reduced NCC's ownership in NBC to 86.318% and reduced NCC's proportional share of NBC's equity by $342,000. Earnings attributable to minority shareholders of NBC were $650,000 and $750,000, respectively, for the years ended December 31, 1995 and 1994. The minority stockholders included certain officers and directors of NBC. As a result of the Merger, the minority interest of NBC was acquired by the Company (see Note 1). 14. INCOME TAXES The components of the provision for income taxes consist of the following for the years ended December 31, 1996, 1995, and 1994 (in thousands):
1996 1995 1994 ------ ------- ------- Current: Federal.................................................. $3,801 $ 1,372 $ 262 State.................................................... 651 299 13 ------ ------- ------- Total current expense............................ 4,452 1,671 275 Deferred: Federal.................................................. (273) (1,307) 945 State.................................................... (38) (10) 121 ------ ------- ------- Total deferred expense (benefit)................. (311) (1,317) 1,066 Benefit of net operating loss carryforwards................ (1,066) ------ ------- ------- Total provision for income taxes................. $4,141 $ 354 $ 275 ====== ======= =======
F-22 70 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Temporary differences and carryforwards which give rise to a significant portion of deferred tax assets and liabilities for the years ended December 31, 1996 and 1995 are as follows (in thousands):
1996 1995 ------- ------- Deferred tax assets: Loan loss reserve......................................... $ 1,756 $ 1,172 Other real estate owned basis difference.................. 98 123 Unrealized loss on securities............................. 41 Other nondeductible reserves.............................. 1,220 803 General business credits.................................. 180 Minimum tax credits....................................... 890 Other..................................................... 73 ------- ------- Total deferred tax asset.......................... 3,188 3,168 Deferred tax liabilities: Depreciation and basis difference......................... (2,557) (1,843) Unrealized gains on securities............................ (78) Other..................................................... (99) (1,150) Core deposits............................................. (241) (236) ------- ------- Total deferred tax liabilities.................... (2,897) (3,307) ------- ------- Net deferred tax asset (liability).......................... $ 291 $ (139) ======= =======
Total provision for income taxes differs from the amount which would be provided by applying the statutory federal income tax rate to pretax earnings as illustrated below for the years ended December 31, 1996, 1995, and 1994 (in thousands):
1996 1995 1994 ------ ------- ------- Provision for income taxes at statutory federal income tax rate..................................................... $4,758 $ 1,778 $ 2,125 Increase (decrease) resulting from: State income taxes, net of federal income tax benefit.... 430 173 102 Change in valuation allowance............................ (2,111) (1,851) Tax free interest income................................. (456) (142) (173) Nondeductible meals and entertainment.................... 78 484 25 Disallowed interest expense deduction.................... 56 20 18 Goodwill and core deposit amortization................... 98 25 25 Bad debt recapture....................................... (113) 136 Other, net............................................... (710) (9) 4 ------ ------- ------- Total provision for income taxes........................... $4,141 $ 354 $ 275 ====== ======= =======
F-23 71 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 15. NONINTEREST EXPENSE The following table sets forth, for the years ended December 31, 1996, 1995, and 1994, the principal components of noninterest expense (in thousands):
1996 1995 1994 ------- ------- ------- Salaries and employee benefits............................ $21,466 $11,337 $ 8,172 Net occupancy expense..................................... 2,573 1,979 1,632 Furniture and equipment expense........................... 1,885 818 942 Amortization of goodwill.................................. 272 56 56 Advertising............................................... 657 594 336 Banking assessments....................................... 1,028 500 876 Data processing expense................................... 1,125 703 499 Legal and professional fees............................... 1,424 1,396 422 Other noncredit losses (recoveries)....................... (24) 1,219 36 Other..................................................... 5,980 2,296 1,276 ------- ------- ------- Total noninterest expense....................... $36,386 $20,898 $14,247 ======= ======= =======
16. FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value. CASH, DUE FROM BANKS, INTEREST-BEARING CASH BALANCES, AND FEDERAL FUNDS SOLD -- The carrying amount is a reasonable estimate of fair value. INVESTMENT, AVAILABLE FOR SALE, AND TRADING SECURITIES -- Debt and other securities are based on quoted market prices or dealer quotes. LOANS -- The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. DEPOSITS -- The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. FEDERAL FUNDS PURCHASED, SHORT-TERM BORROWINGS, AND LONG-TERM DEBT -- The carrying amount is a reasonable estimate of fair value. COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT -- All commitments to extend credit and standby letters of credit have original terms, at their issuance, of one year or less; therefore, the fair value of these instruments does not materially differ from their stated value. F-24 72 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The estimated fair values of financial instruments at December 31, 1996 and 1995 are as follows (in thousands):
1996 1995 ------------------- ------------------- CARRYING FAIR CARRYING FAIR AMOUNT VALUE AMOUNT VALUE -------- -------- -------- -------- Financial assets: Cash and due from banks..................... $ 36,730 $ 36,730 $ 39,202 $ 39,202 Interest bearing deposits in other banks.... 200 200 11,168 11,168 Federal funds sold and securities purchased under agreements to resell............... 46,249 46,249 37,820 37,820 Investment and available for sale securities............................... 150,825 150,852 153,864 153,888 Trading securities.......................... 1,936 1,936 4,402 4,402 Loans....................................... 602,119 612,416 544,210 544,711 Financial liabilities: Deposits.................................... 674,681 674,721 676,536 677,717 Federal funds purchased; securities sold under repurchase agreement; and treasury, tax, and loan account.................... 94,839 94,839 61,362 61,362 Short-term borrowings....................... 41,000 41,000 21,280 21,280 Long-term debt.............................. 300 300 821 821
17. PARENT COMPANY The condensed financial information of the parent company only for the years ended December 31, 1996, 1995, and 1994 is presented as follows (in thousands):
1996 1995 ------- ------- BALANCE SHEETS Assets: Cash...................................................... $ 574 $ 697 Investments in subsidiaries............................... 74,713 70,588 Intangibles............................................... 7,308 7,595 Other assets.............................................. 1,409 1,487 ------- ------- Total assets...................................... $84,004 $80,367 ======= ======= Liabilities and stockholders' equity: Accounts payable.......................................... $ 628 $ 6,401 Accrued interest payable.................................. 255 Short- and long-term debt................................. 17,000 15,777 ------- ------- Total liabilities................................. 17,883 22,178 ------- -------
F-25 73 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1996 1995 ------- ------- Stockholders' equity: Preferred stock........................................... Common stock.............................................. 6,515 6,505 Additional paid-in capital................................ 48,782 48,745 Retained earnings......................................... 11,093 3,119 Unearned restricted stock................................. (185) (278) Unrealized (loss) gain on available-for-sale securities, net of taxes........................................... (84) 98 ------- ------- Total stockholders' equity........................ 66,121 58,189 ------- ------- Total liabilities and stockholders' equity........ $84,004 $80,367 ======= =======
1996 1995 1994 ------- ------- ------- STATEMENTS OF INCOME Income: Dividends from subsidiaries............................... $ 8,266 $ 2,641 $ 1,365 Expenses: Interest expense.......................................... 1,382 764 462 Other expenses............................................ 3,359 87 79 ------- ------- ------- Total expenses.................................... 4,741 851 541 ------- ------- ------- Income before equity in undistributed earnings of subsidiaries.............................................. 3,525 1,790 824 Equity in undistributed earnings of subsidiaries............ 4,494 2,292 4,401 ------- ------- ------- Income before income taxes.................................. 8,019 4,082 5,225 Income tax benefit.......................................... 1,706 144 ------- ------- ------- Net income........................................ $ 9,725 $ 4,226 $ 5,225 ======= ======= =======
1996 1995 1994 ------- ------- ------- STATEMENTS OF CASH FLOWS CASH FLOWS FROM OPERATING ACTIVITIES: Net income.................................................. $ 9,725 $ 4,226 $ 5,225 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of investment in consolidated subsidiaries in excess of net assets acquired and core deposits........ 287 119 118 Equity in undistributed earnings of subsidiaries.......... (4,494) (2,292) (4,401) Deferred tax benefit...................................... (282) Other..................................................... 280 Increase (decrease) in other assets and liabilities....... (135) 41 20 ------- ------- ------- Net cash provided by operating activities......... 5,381 2,094 962 ------- ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisitions, net of cash acquired....................... 2,133 ------- Net cash provided by investing activities......... 2,133 -------
F-26 74 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1996 1995 1994 ------- ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Dividends on common stock................................... (1,747) Dividends of preferred stock................................ (4) (854) (721) Change in other liabilities................................. (5,023) Exercise of stock options................................... 100 Net increase (decrease) in borrowings....................... 1,223 8,027 (305) Redemption of preferred stock............................... (53) (10,711) ------- ------- ------- Net cash used in financing activities............. (5,504) (3,538) (1,026) ------- ------- ------- Net (decrease) increase in cash................... (123) 689 (64) Cash, beginning of year..................................... 697 8 72 ------- ------- ------- Cash, end of year........................................... $ 574 $ 697 $ 8 ======= ======= =======
18. REGULATORY The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory -- and possibly additional discretionary -- actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company maintain minimum amounts and ratios (set forth in the table below) of total qualifying capital and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). Management believes, as of December 31, 1996, that the Company meets all capital adequacy requirements to which it is subject. As of December 31, 1996, the most recent notification from the Federal Reserve Bank categorized the Company as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Company must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution's category. F-27 75 ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The actual capital amounts and ratios of the Company are presented in the table below:
TO BE WELL FOR CAPITAL CAPITALIZED UNDER ADEQUACY PROMPT CORRECTIVE ACTUAL PURPOSES ACTION PROVISIONS --------------- --------------- ----------------- AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO ------- ----- ------- ----- -------- ------ As of December 31, 1996: Total qualifying capital (to risk weighted assets)............... $67,783 10.61% $51,091 8.00% $63,864 10.00% Tier I Capital (to risk weighted assets)........................ 59,800 9.36 25,546 4.00 50,622 6.00 Tier I Capital (to average assets)........................ 59,800 7.09 33,748 4.00 42,185 5.00 As of December 31, 1995: Total qualifying capital (to risk weighted assets)............... 58,603 10.26 47,716 8.00 57,145 10.00 Tier I Capital (to risk weighted assets)........................ 51,460 9.01 22,858 4.00 29,173 6.00 Tier I Capital (to average assets)........................ 51,460 10.58 19,449 4.00 24,311 5.00
The actual capital amounts and ratios of National Bank of Commerce, the Company's most significant subsidiary, are presented in the table below:
TO BE WELL FOR CAPITAL CAPITALIZED UNDER ADEQUACY PROMPT CORRECTIVE ACTUAL PURPOSES ACTION PROVISIONS --------------- --------------- ----------------- AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO ------- ----- ------- ----- -------- ------ As of December 31, 1996: Total qualifying capital (to risk weighted assets)............... $52,182 11.72% $35,609 8.00% $44,514 10.00% Tier I Capital (to risk weighted assets)........................ 46,618 10.47 17,805 4.00 24,518 6.00 Tier I Capital (to average assets)........................ 46,618 8.10 23,012 4.00 28,765 5.00 As of December 31, 1995: Total qualifying capital (to risk weighted assets)............... 42,276 12.60 26,837 8.00 33,546 10.00 Tier I Capital (to risk weighted assets)........................ 38,083 11.35 13,418 4.00 27,285 6.00 Tier I Capital (to average assets)........................ 38,083 8.37 18,190 4.00 22,738 5.00
19. RELATED PARTY TRANSACTIONS In addition to the previously disclosed related party transactions, the Company received trust fees of approximately $488,000 in 1996 and $440,000 in 1995 from related parties. F-28 EX-3.1A 2 AMENDMENT OF CERTIFICATE OF INCORPORATION 1 EXHIBIT 3.1A CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ALABAMA NATIONAL BANCORPORATION Alabama National BanCorporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), and having its registered office in the State of Delaware in the county of New Castle, 1209 Orange Street, Wilmington, Delaware, does hereby certify as follows: (i) that the following resolution is a true and correct copy of the resolution adopted by the Board of Directors of the Corporation proposing an amendment to the Certificate of Incorporation of the Corporation and declaring its advisability in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware; (ii) that pursuant to resolution of its Board of Directors, a meeting of the stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation law of the state of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment; and (iii) that said amendment has been duly adopted in accordance with applicable provisions of Sections 242 and 222 of the General Corporation Law of the State of Delaware. RESOLVED, by the Board of Directors of Alabama National BanCorporation, a Delaware Corporation (the "Corporation"), that the Certificate of Incorporation of the Corporation, as last amended, be amended in the following respects: 1. By deleting Article SIXTH B in its entirety from the Certificate of Incorporation. 2. By deleting Article SEVENTH B, C and D in their entirety from the Certificate of Incorporation and substituting in lieu thereof the following: SEVENTH B. The Board of Directors shall have concurrent power with the stockholders as set forth in this Certificate of Incorporation to adopt, amend, or repeal (collectively "Amend") the ByLaws of the Corporation. The Board of Directors may Amend the ByLaws of the Corporation upon the affirmative vote of the number of directors which shall constitute, under the terms of the ByLaws, the action of the Board of Directors. The stockholders may amend the ByLaws of the Corporation upon the affirmative vote of the holders of not less than a majority of the votes entitled to be cast by the holders of all of the outstanding shares of the Voting Stock, voting together as a class. IN WITNESS WHEREOF, said Alabama National BanCorporation, has caused its corporate seal to be affixed hereunto and this Certificate to be signed by Victor E. Nichol, Jr., its President, and attested by Kimberly Moore, its Secretary, this 31st day of July, 1996. 1 2 ALABAMA NATIONAL BANCORPORATION [CORPORATE SEAL] By: /s/ VICTOR E. NICHOL, JR. ---------------------------------------------- Its President ATTEST: By: /s/ KIMBERLY MOORE - ---------------------------------------------- Its Secretary
2 EX-10.22 3 SEPERATION AGREEMENT 1 EXHIBIT 10.22 [EXECUTION COPY] AGREEMENT THIS AGREEMENT (this "Agreement") made as of the 30th day of April, 1996 by and between JAMES A. TAYLOR ("Taylor"), and ALABAMA NATIONAL BANCORPORATION, a Delaware corporation (the "Company"). RECITALS WHEREAS, pursuant to that certain Employment Agreement dated November 18, 1994 (the "Employment Agreement"), the Company employed Taylor as its Chairman of the Board and Chief Executive Officer, subject to the terms and conditions thereof; WHEREAS, on December 29, 1995, the Company engaged in a "Change in Control", as that term is defined in the Employment Agreement, and Taylor has now provided a "Notice of Termination" for "Good Reason" to the Company; WHEREAS, Taylor and the Company have agreed on a proposed settlement of the Employment Agreement as set forth herein, and Taylor and the Company wish to settle all other potential claims and disputes that may exist and to avoid any potential litigation; and WHEREAS, the parties desire to evidence their full and complete agreement by this writing; AGREEMENT NOW, THEREFORE, in consideration of the premises and for and in the further consideration of the mutual promises of the parties contained herein, the parties hereby agree as follows: 1. Termination of Employment. Effective April 30, 1996, as requested by Taylor pursuant to his Notice of Termination, Taylor is hereby terminated as an employee and officer of the Company and any of its subsidiaries. In addition, simultaneous with the execution of this Agreement, Taylor shall provide to the Company and each of its subsidiaries an acceptable letter of resignation whereby Taylor immediately resigns his position as a director of the Company and all of its subsidiaries. 2. Termination of Employment Agreement and Compensation Therefor. Upon execution of this Agreement, the Employment Agreement shall immediately terminate and be of no further force and effect, and, other than as set forth herein, the Company shall have no further duties or obligations to Taylor thereunder. In consideration of Taylor's agreement to terminate the Employment Agreement, the Company shall pay to Taylor in readily available funds an amount equal to Three Hundred Eighty Thousand Three Hundred Sixteen Dollars ($380,316), less any withholding and other applicable taxes, and, furthermore, the Company agrees to the following conditions: (a) For the period from the date hereof through the date that Taylor attains the age of 65 (the "Continuation Period"), the Company shall at its expense continue on behalf of Taylor and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits as specifically set forth on Exhibit A attached hereto and made a part hereof; provided, however, notwithstanding anything to the contrary contained in this Section 2(a), the amounts paid by the Company and/or its subsidiaries (except for the medical reimbursement plan currently maintained by First National Bank of Ashland which has an annual cap of $14,000) on an annual basis for the coverage and benefits (including deductibles and costs) provided in this Section 2(a) during the Continuation Period shall not exceed the amounts paid by the Company and/or the subsidiaries for the 12-month period ended March 31, 1996 for such coverage and benefits 1 2 (including deductibles and costs) and (ii) the Company or Taylor may replace any of the coverages set forth on Exhibit A, as long as the replacement coverage is comparable, if the Company replaces a coverage, or the cost to the Company is comparable, if Taylor replaces a coverage. The Company's obligations hereunder with respect to the foregoing benefits shall be limited to the extent that Taylor obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide Taylor hereunder as long as the aggregate coverages and benefits of the combined benefit plan is no less favorable to Taylor than the coverages and benefits required to be provided hereunder. (b) The restrictions on any outstanding incentive awards (including stock options) granted to Taylor under the Company's 1994 Stock Option Plan or under any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to Taylor shall become immediately exercisable and shall become 100% vested, and all stock options granted to Taylor shall become 100% vested. (c) Taylor shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Taylor in any subsequent employment except as provided for in Section 2(a). (d) In the event that any payment or benefit (within the meaning of Section 280 G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")) to Taylor or for his benefit paid or payable to distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (a "Payment" or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Taylor with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Taylor will be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Taylor of all taxes (including any interest or penalties, other than interest and penalties imposed by reason of Taylor's failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes and the Excise Tax), including any Excise Tax imposed upon the Gross-Up Payment, Taylor retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (e) The severance pay and benefits provided for in this Section 2 shall be in lieu of any other severance or termination pay to which Taylor may be entitled under any Company severance or termination plan, program, practice or arrangement. 3. Consulting Agreement. In connection with and as a condition to this Agreement, Taylor and the Company shall enter into a Consulting Agreement in the form of Exhibit B attached hereto and made a part hereof (the "Consulting Agreement"), pursuant to which, among other things, Taylor shall agree to act as a consultant to the Company for a period of two years after the date hereof. In consideration thereof, the Company shall pay to Taylor those amounts and in those increments set forth in the Consulting Agreement. 4. Demand Registration Rights. (a) Subject to the provisions of this Section 4(a), Taylor may request registration for sale under the Securities Act of 1933 (the "Act") of all or part of the common stock of the Company (the "Common Stock") then held by him. Any such request shall specify the number of shares proposed to be registered and sold and the name of the managing underwriter of the proposed offering (who must be acceptable to the Company in its reasonable discretion). (b) Exceptions. The Company shall not be required to effect a demand registration under the Act pursuant to Section 4(a) above if (i) the aggregate market value of the shares of Common Stock proposed to be registered does not equal or exceed $1,000,000; (ii) within twelve months prior 4 3 to any such request for registration, a registration of securities of the Company has been effected in which Taylor had the right to participate to this Section 4 or Section 5 hereof; (iii) the Company received such request for registration within 180 days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company's Board of Directors prior to the Company's receipt of such request; or (iv) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, reorganization, recapitalization or similar transaction materially affecting the capital structure or equity ownership of the Company which is actively being negotiated with another party whose identity is disclosed to Taylor; provided, however, that the Company may only delay a demand registration pursuant to this Section 4(a)(iv) for a period not exceeding 6 months (or until such earlier time as such transaction is consummated or no longer proposed). The Company shall promptly notify in writing Taylor of any decision not to effect any such request for registration pursuant to this Section 4(b), which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify Taylor as soon as a demand registration may be effected. (c) Reduction. If the managing underwriters advise the Company and Taylor in writing that in their opinion the number of shares of Common Stock held by Taylor which he requested to be included in such registration exceeds the number which can be sold in such offering, then the amount of such shares that may be included in such registration shall be reduced to the number of shares that the managing underwriters determine is marketable. (d) Withdrawal. Taylor may withdraw at any time before a registration statement filed pursuant to this section is declared effective, in which event the Company may withdraw such registration statement. If the Company withdraws a registration statement under this Section 4(d) in respect of a registration for which the Company would otherwise be required to pay some expenses under Section 6(c), (d) and (e) hereof, then Taylor shall be liable to the Company for all expenses of such registration specified in Section 6(c), (d) and (e). 5. Piggyback Registration Rights. (a) Rights. Subject to the provisions of this Section 5, if the Company proposes to make a registered public offering of any of its securities under the Act (whether to be sold by it or by one or more third parties), other than an offering pursuant to a demand registration under Section 4 hereof or an offering registered on Form S-8, Form S-4, or comparable forms, the Company shall, not less than 45 days prior to the proposed filing date of the registration form, give written notice of the proposed registration to Taylor, and at the written request of Taylor delivered to the Company within 15 days after the receipt of such notice, shall include in such registration and offering, and in any underwriting of such offering, all shares of Common Stock as may have been designated in Taylor's request. (b) Primary Offering Reduction. If a registration in which Taylor has the right to participate pursuant to this Section 5 is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company shall include in such registration (i) first, the securities of the Company proposed to be sold, and (ii) second, the Common Stock owned by Taylor. (c) Secondary Offering Reduction. If a registration in which Taylor has the right to participate pursuant to this Section 5 is an underwritten secondary registration, and the managing underwriters advise the Company in writing that in their opinion the number of shares requested to be included in such registration exceeds the number of shares which can be sold in such offering, then the Company shall include in such offering the number of shares of Common Stock owned and proposed to be sold by the Company and by any other participants (including Taylor) proposing (and entitled) to sell shares pursuant to such registration which the underwriters advise the 5 4 Company can be sold in the offering, in proportion to the number of shares of Common Stock so requested by each of them to be included. 6. Other Registration Issues. (a) The Company shall have no obligation to file a registration statement pursuant to Section 4 hereof, or to include shares of Common Stock owned by Taylor in a registration statement pursuant to Section 5 hereof, unless and until Taylor has furnished the Company with all information and statements about or pertaining to Taylor in such reasonable detail as is reasonably deemed by the Company to be necessary or appropriate with respect to the preparation of the registration statement. Whenever Taylor has requested that any shares of Common Stock be registered pursuant to Sections 4 or 5 hereof, subject to the provisions of those Sections, the Company shall, as expeditiously as reasonably possible: (i) prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement with respect to such shares and use its best efforts to cause such registration statement to become effective as soon as reasonably practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish counsel for Taylor with copies of all such documents proposed to be filed); (ii) prepare and file with the SEC such amendments and supplements to such registration statement and prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than nine months or until the underwriters have completed the distributions described in such registration statement, whichever occurs first; (iii) furnish to Taylor such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as Taylor may reasonably request; (iv) use its best efforts to register or qualify such shares under such other securities or Blue Sky Laws of such jurisdictions as Taylor reasonably requests (and to maintain such registrations and qualifications effective for a period of nine months or until the underwriters have completed the distribution of such shares, whichever occurs first), and to do any and all other acts and things which may be necessary or advisable to enable Taylor or underwriters to consummate the disposition in such jurisdictions of such shares; provided, however, that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not be required but for this Section 6(a)(iv), or (B) subject itself to taxation in any such jurisdiction; provided, further, that, notwithstanding anything to the contrary in this Agreement with respect to the bearing of expenses, if any such jurisdiction shall require that expenses incurred in connection with the qualification of such shares in that jurisdiction be borne in part or full by Taylor, then Taylor shall pay such expenses to the extent required by such jurisdiction; (v) cause all such shares to be listed on securities exchanges, if any, on which similar securities issued by the Company are then listed; (vi) provide a transfer agent and registrar for all such shares not later than the effective date of such registration statements; (vii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as Taylor and the underwriters reasonably request (and subject to approval by the Company's counsel) in order to expedite or facilitate the disposition of such shares; and 6 5 (viii) make available for inspection by Taylor, by any underwriter participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained by Taylor or such underwriter, or by any such underwriter, all financial and other records, pertinent corporate documents and properties (other than confidential intellectual property) of the Company; provided, however, that the Company can condition delivery of any information, records or corporate documents upon the receipt from Taylor and the underwriter and their counsel, accountants, advisors and agents, of a confidentiality agreement in form and substance acceptable to the Company and its counsel in the exercise of their exclusive discretion. (b) Holdback Agreement. In the event that the Company effects an underwritten public offering of any of the Company's equity securities, Taylor agrees, if requested by the managing underwriters, not to effect any sale or distribution, including any sale pursuant to Rule 144 under the Act, of any equity securities (except as part of such underwritten offering) during the 180-day period commencing with the effective date of the registration statement for such offering. (c) Stockholder Expenses. If, pursuant to Section 4 or 5 hereof, shares of Common Stock owned by Taylor are included in a registration statement, then Taylor shall pay all transfer taxes, if any, relating to the sale of his shares, the fees and expenses of his own counsel, and his pro rata portion of any underwriting discounts, fees or commission or the equivalent thereof. (d) The Company's Expenses. Except for the fees and expenses specified in Section 6(c) hereof and except as provided in this Section 6(d), the Company shall pay all expenses incident to the registration and to the Company's performance of or compliance with Sections 4, 5 and 6 of this Agreement, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or Blue Sky Laws, underwriting discounts, fees and commissions (other than Taylor's pro rata portion of any underwriting discounts or commission or the equivalent thereof), printing expenses, messenger and delivery expenses, and fees and expenses of counsel for the Company and all independent certified public accountants and other persons retained by the Company. If the Company shall previously have paid, pursuant to this Section 6(d), the expenses of a registration pursuant to this Agreement, then Taylor shall pay all expenses described in this Section 6(d) (but not expenses described in Section 6(e) hereof). (e) Other. With respect to any registration pursuant to Section 4 or 5 hereof, the Company shall pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties) and the expenses and fees for listing the securities to be registered on exchanges on which similar securities issued by the Company are then listed. (f) Indemnity. In the event that any shares of Common Stock owned by Taylor are offered or sold by means of a registration statement pursuant to Section 4 or 5 hereof, the Company agrees to indemnify and hold harmless Taylor and each person, if any, who controls or may control Taylor within the meaning of the Act (Taylor and any such other persons being hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys fees and disbursements, asserted against, resulting to, imposed upon or incurred by such Indemnified Person, jointly or severally, directly or indirectly (hereinafter referred to in this Section 6(f) in the singular as a "claim" and in the plural as "claims"), based upon, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact contained in the registration statement, any preliminary or final prospectus contained herein, or any amendment or supplement thereto, or any document incident to registration or qualification of any such shares, or any omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, or any violation by the Company of the Act or any state securities or Blue Sky Laws, except insofar as such claim is based 7 6 upon, arises out of or results from information developed or certified by Taylor for use in connection with the registration statement or arises out of or results from the omission of information known to Taylor prior to the violation or alleged violation; provided, that the maximum amount of liability in respect of such indemnification shall be limited, in the case of the Company, to an amount equal to the net proceeds actually received by the Company from the sale of such shares effected pursuant to such registration. Taylor agrees to indemnify and hold harmless the Company, its officers and directors, and each person, if any, who controls or may control the Company within the meaning of the Act (the Company, its officers and directors, and any such persons also being hereinafter referred to individually in this context as an "Indemnified Person" and collectively as "Indemnified Persons") from and against all claims based upon, arising out of, or resulting from any untrue statement of a material fact contained in the registration statement, or any omission to state therein a material fact necessary in order to make the statement made therein, in the light of the circumstances under which they were made, not misleading, to the extent that such claim is based upon, arises out of, or results from information developed or certified by Taylor for use in connection with the registration statement or arises out of, or results from an omission of information known to Taylor prior to the violation or alleged violation; provided, that the maximum amount of liability in respect of such indemnification shall be limited, in the case of Taylor, to an amount equal to the net proceeds actually received by Taylor from the sale of such shares effected pursuant to such registration. The indemnification set forth herein shall be in addition to any liability the Company or Taylor may otherwise have to the Indemnified Persons. Promptly after actually receiving definitive notice of any claim in respect of which an Indemnified Person may seek indemnification under this Section 6(f), such Indemnified Person shall submit written notice thereof to either the Company or Taylor, as the case may be (sometimes being hereinafter referred to as the "Indemnifying Person"). The omission of the Indemnified Person to so notify the Indemnifying Person of any such claim shall not relieve the Indemnifying Person from any liability it may have hereunder except to the extent that (i) such liability was caused or increased by such omission, or (ii) the ability of the Indemnifying Person to reduce such liability was materially adversely affected by such omission. In addition, the omission of the Indemnified Person to notify the Indemnifying Person of any such claim shall not relieve the Indemnifying Person from any liability it may have otherwise have hereunder. The Indemnifying Person shall have the right to undertake, by counsel or representatives of its own choosing, the defense, compromise or settlement (without admitting liability of the Indemnified Person) of any such claim asserted, such defense, compromise or settlement to be undertaken at the expense and risk of the Indemnifying Person, and the Indemnified Person shall have the right to engage separate counsel, at its own expense, whom counsel for the Indemnifying Person shall keep informed and consult with in a reasonable manner. In the event the Indemnifying Person shall elect not to undertake such defense by its own representatives, the Indemnifying Person shall give prompt written notice of such election to the Indemnified Person, and the Indemnified Person shall undertake the defense, compromise and settlement (without admitting liability of the Indemnified Person) thereof on behalf of and for the account and risk of the Indemnifying Person by counsel or other representatives designed by the Indemnified Person. In the event that any claim shall arise out of a transaction or cover any period or periods wherein the Company and Taylor shall each be liable hereunder for part of the liability or obligation arising therefrom, then the parties shall, each choosing its own counsel and bearing its own expenses, defend such claim, and no settlement or compromise of such claim may be made without the joint consent or approval of the Company and Taylor. Notwithstanding the foregoing, no Indemnifying Person shall be obligated hereunder with respect to amounts paid in settlement of any claim if such settlement is effected without the consent of such Indemnifying Person (which consent shall not be unreasonably withheld). 7. Release of All Claims by Taylor. As part of the inducement to the Company to enter into this Agreement and to consummate the transactions provided for herein, and as a material part of the consideration for this Agreement, Taylor does for himself and for his heirs, executors, administrators and assigns, hereby release, acquit and forever discharge Alabama National BanCorporation and any of its subsidiaries; the law firm of Maynard, Cooper and Gale, P.C., its shareholders and its predecessor firms 8 7 and shareholders; all of the Company's and its subsidiaries' directors, officers, shareholders, agents, servants, their heirs, executors, administrators and assigns; and all other related persons, firms, corporations, associations or partnerships of and from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses, compensation and liability of whatsoever kind or nature, including, but not limited to, claims arising out of the Employment Agreement and Taylor's past association with the Company and its subsidiaries. Such full and complete release specifically includes, but is not limited to, any and all claims which might or could have been asserted by Taylor in connection with his employment by the Company and his termination of employment as provided for herein. It is the intention of Taylor by this release as of this date to give a full, final and complete release of any and all claims Taylor now has or might ever have against any released parties arising out of, or in any way directly or indirectly connected with, any present or past business relationship between Taylor and any released party, except for the right of Taylor to enforce the terms and conditions of this Agreement. 8. Release of All Claims by the Company. Other than any outstanding loans from the Company or its subsidiaries to Taylor or James A. Taylor, Jr., the Company, for itself and for its successors and assigns, releases, acquits and forever discharges Taylor and Taylor's attorneys, James A. Taylor, Jr., Esq. and the law firm of Rothgerber, Appel, Powers & Johnson, its partners and its predecessor firms and partners, from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses, compensation and liability of whatsoever kind or nature, whether accrued or unaccrued, asserted or unasserted, known or unknown, including, but not limited to, claims arising out of the Employment Agreement and Taylor's past association with the Company and its subsidiaries. It is the intention of the Company to give a full, final and complete release of any and all claims that they now have or might ever have against Taylor arising out of, or in any way in connection with, any present or past business relationship between the Company and any of the released parties, except for the right of the releasers to enforce the terms and conditions of this Agreement. 9. Lack of Admission. This Agreement is not to be construed as an admission of liability on the part of the party or parties released in this Agreement, and each released party denies liability and intends merely to avoid litigation and buy peace. 10. Representations and Warranties of Taylor. As a material part of the inducement to the Company to enter into this Agreement and as a part of the consideration with respect thereto, Taylor represents and warrants to the Company and to each releasee named herein, the following: (a) Taylor is now, and has at all times during the negotiations which resulted in this Agreement been, represented by independent legal counsel of his choosing; (b) Taylor is now, and has at all times during the negotiations which resulted in this Agreement, consulted with such independent legal counsel of his choosing; (c) the terms and conditions of this Agreement are transactions which Taylor has determined are in his best interest based upon the exercise of independent business judgment by Taylor after consultation with such independent attorneys, accountants or other financial consultants or advisors as Taylor deems necessary to form the basis for such business judgment; (d) Taylor covenants and warrants that he has not heretofore assigned or transferred to any other person or entity any legal or equitable ownership in or claims, actions or causes of action, to be released by Taylor by the terms of this Agreement; and (e) the parties have been involved in contentious negotiations with respect to the matters addressed by this Agreement and various and sundry claims have been asserted by the parties against each other in connection therewith. Taylor is represented by James A. Taylor, Jr., Esq. and William P. Johnson, Esq., upon whom Taylor has relied as to the execution and consummation of this Agreement. None of the parties hereto in an adversary posture repose any trust or confidence in the adversary parties. Taylor hereby waives, forgives and relinquishes any obligations arising from any duties owed by the Company or any of its officers, directors or shareholders to Taylor which obligations are not expressly set forth herein as a part of this Agreement. 9 8 The warranties and representations of Taylor shall survive the consummation of the transactions provided for in this Agreement. 11. Confidentiality. The parties agree that any and all financial terms of this settlement, including without limitation any amounts paid in this Agreement, shall remain confidential and shall not be disclosed to any party other than the parties to this Agreement, absent a court order or applicable law or regulation (including the securities laws and regulations) to the contrary. The parties, however, agree that each party may disclose the financial terms of this settlement and any amounts paid pursuant to this Agreement to their bookkeeper(s), accountant(s) and the person(s) preparing their state and federal income tax returns, as well as to any governmental official or agency that may audit such party's books or records. In the event of such disclosure, the party to whom such information is disclosed shall be made aware of this confidentiality provision and this Agreement. The parties acknowledge that this confidentiality provision agreement became effective as of the date of this Agreement. 12. Additional Documents. Taylor agrees for himself and for his heirs, executors, administrators and assigns to execute, upon request of the Company, all such other further, or different documents which shall be reasonably necessary in the opinion of counsel for the Company to carry out the provisions of this Agreement. 13. Entire Agreement. This document contains the entire agreement existing between the parties and all prior or contemporaneous agreements are merged herein. Taylor expressly agrees that there is no money or other benefit or compensation due him other than as expressly stated herein. Taylor expressly agrees that there are no oral promises, representations or inducements relied upon by him as a basis for executing this Agreement. 14. Fees and Expenses. The Company shall pay all legal fees and related expenses (included without limitation the costs of experts, accountants and counsel) incurred by Taylor as a result of Taylor successfully seeking to obtain or enforce any right or benefit provided for by this Agreement. 15. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto and their heirs, successors and assigns, any rights or remedies under or by reason of this Agreement. 16. Counterparts. This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute and be one and the same instrument. 17. Addresses for Notices, Etc. All notices, requests, demands, consents and other communications provided for hereunder and under the related documents shall be in writing and shall be deemed to have been duly given when delivered by hand, by facsimile transmission (confirmed in writing) or by registered or certified mail, postage prepaid, to such party at its address set forth below or such other address as such party may specify by notice to the parties hereto: If to Taylor to: James A. Taylor 7 Turnberry Place Shoal Creek, Alabama 35242 Copy to: James A. Taylor, Jr. 1035 Sims Avenue Birmingham, Alabama 35213 If to the Company to: Alabama National BanCorporation 1927 First Avenue North Birmingham, Alabama 35203 Attention: Chief Executive Officer
10 9 Copy to: Mark L. Drew Maynard, Cooper & Gale, P.C. 1901 Sixth Avenue North 2400 AmSouth/Harbert Plaza Birmingham, Alabama 35203 18. Applicable Law. This Agreement shall be construed and the legal relations between the parties determined in accordance with Title 9 of the U.S. Code and the laws of the State of Alabama, without regard to principles of conflicts of law and is intended to take effect as an instrument under seal. 19. Arbitration. Taylor and the Company acknowledge and agree that this Agreement shall be performed in substantial interstate commerce. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by binding arbitration in the City of Birmingham, State of Alabama, in accordance with Title 9 of the U.S. Code and the Commercial Arbitration Rules of the American Arbitration Association (the "AAA"). Whenever an arbitration is required hereunder, the arbitrator shall be selected in accordance with the Commercial Arbitration Rules of the AAA. The AAA shall designate a panel of ten (10) potential arbitrators knowledgeable in the subject matter of the dispute. Each of Taylor and the Company shall designate, within thirty (30) days of the receipt of the list of potential arbitrators, one of the potential arbitrators to serve, and the two arbitrators so designated shall select a third arbitrator from the eight remaining potential arbitrators. The panel of three (3) arbitrators shall determine the resolution of the dispute. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of the date first above written. /s/ JAMES A. TAYLOR, JR. /s/ JAMES A. TAYLOR JR. - --------------------------------------------- --------------------------------------------- Witness James A. Taylor /s/ MARTHA W. TAYLOR - --------------------------------------------- Witness ATTEST: ALABAMA NATIONAL BANCORPORATION By: /s/ FRANK W. WHITEHEAD By: /s/ JOHN H. HOLCOMB, III - --------------------------------------------- ----------------------------------------- Its: Executive Vice President Its: President
11 EX-10.23 4 PERFORMANCE SHARE PLAN 1 EXHIBIT 10.23 ALABAMA NATIONAL BANCORPORATION PERFORMANCE SHARE PLAN 20. Purpose. The purpose of the Alabama National BanCorporation Performance Share Plan (the "Plan") is to further the long-term growth in profitability of Alabama National BanCorporation (the "Company") by offering long-term incentives in addition to current compensation to those key executives who will be largely responsible for such growth. 21. Certain Definitions. (a) "Award" means the award of Performance Shares to a Participant pursuant to the terms of the Plan. (b) "Award Period" means the period of calendar years (but no more than five years) fixed by the Committee with respect to all Awards with the same Date of Grant, commencing with each Date of Grant, except that (i) the Award Period for an Employee whose normal retirement date (as determined under the Company's corporate policy covering retirement of salaried employees) is less than the period otherwise fixed by the Committee from the applicable Date of Grant shall be the period beginning with such Date of Grant and ending on the December 31st immediately preceding such normal retirement date and (ii) the Award Period for a recently hired Employee may be for such lesser period as determined by the Committee. (c) "Committee" means the committee of the Board of Directors of the Company which shall administer the Plan in accordance with Section 3. (d) "Common Stock" means the common stock, par value $1.00 per share, of the Company. (e) "Company" means Alabama National BanCorporation, a Delaware corporation. (f) "Date of Grant" means as of January 1 of any year in which an Award is made. (g) "Employee" means any person (including any officer) employed by the Company or any subsidiary of the Company on a full-time salaried basis. (h) "Fair Market Value" of the Common Stock means the average of the daily closing prices for a share of the Common Stock for the twenty (20) trading days ending on the fifth business day prior to the date of payment of Performance Shares for an Award Period or an Interim Period, as the case may be, on the Composite Tape for New York Stock Exchange -- Listed Stocks, or, if the Common Stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on which the Common Stock is listed, or, if the Common Stock is not listed on any such Exchange, the average of the daily closing bid quotations with respect to a share of the Common Stock for such twenty (20) trading days on the National Association of Securities Dealers, Inc., Automated Quotations System or any system then in use. (i) "Interim Period" means a period of calendar years chosen by the Committee commencing with any Date of Grant, which period is less than the Award Period commencing on the Date of Grant. (j) "Net Income Per Share" for the Company, or any other corporation, means net income for the year divided by average common shares outstanding during the year, computed in accordance with generally accepted accounting principles as reported in the Company's Annual Report to Stockholders or its equivalent. (k) "Participant" means an Employee who is selected by the Committee to receive an Award under the Plan. (l) "Performance Share" means the equivalent of one share of Common Stock. (m) "Return on Average Equity" for the Company, or any other corporation, for a period is obtained by dividing (i) Net Income Per Share of Common Stock for the year, by (ii) average Stockholders' Equity Per 1 2 Share at the beginning of the year and at the end of the year, computed in accordance with generally accepted accounting principles as reported in the Company's Annual Report to Stockholders or its equivalent. (n) "Stockholders' Equity Per Share" for the Company, or any other corporation, for a particular point in time is obtained by dividing (i) stockholders' equity by (ii) outstanding common shares, computed in accordance with generally accepted accounting principles as reported in the Company's Annual Report to Stockholders or its equivalent. 22. Administration of the Plan. The Plan shall be administered by a Committee designated by the Board of Directors, which shall be composed of not less than three members of the Board of Directors. No member of the Committee shall be eligible to participate in the Plan while serving as a member of the Committee. Initially, the Committee shall be the Compensation Committee. Subject to the provisions of the Plan, the Committee shall have the authority to select the Employees who are to participate in the Plan, to determine the Award to be made to each Employee selected to participate in the Plan, and to determine the conditions subject to which Awards will become payable under the Plan. The Committee shall have full power to administer and interpret the Plan and to adopt such rules and regulations consistent with the terms of the Plan as the Committee deems necessary or advisable in order to carry out the provisions of the Plan. Except as otherwise provided in the Plan, the Committee's interpretation and construction of the Plan and its determination of any conditions applicable to Performance Share Awards or the reasons for any terminations of Participants shall be conclusive and binding on all Participants. In connection with its determination as to the payment of Performance Shares, the Committee has full discretion to adjust Net Income Per Share or Stockholders' Equity Per Share to recognize special or nonrecurring situations or circumstances for the Company, or any other corporation, for any year. The Plan shall be unfunded. Benefits under the Plan shall be paid from the general assets of the Company. 23. Participation. Participants in the Plan shall be selected by the Committee from those Employees who, in the estimation of the Committee, have a substantial opportunity to influence the long-term profitability of the Company. 24. Performance Share Awards. (a) After appropriate approval of the Plan, and thereafter from time to time, the Committee shall select Employees to receive Awards in any year as of the Date of Grant. Any Employee may be granted more than one Award under the Plan, but no Employee may be granted, in the aggregate, more than 25% of the Performance Shares which are the subject of this Plan. Awards of Performance Shares hereunder shall not be made unless any such Award is in compliance with all applicable laws. (b) No Participant shall be entitled to receive any dividends or dividend equivalents on Performance Shares; with respect to any Performance Shares, no Participant shall have any voting or any other rights of a Company stockholder; and no Participant shall have any interest in or right to receive any shares of Common Stock prior to the time when the Committee determines the form of payment of Performance Shares pursuant to Section 6. (c) Payment of the Award to any Participant shall be made in accordance with Section 6 and shall be subject to such conditions for payment as the Committee may prescribe at the time the Award is made. The Committee may prescribe different conditions for different Participants. Such conditions may be expressed in terms of the growth in Net Income Per Share during the Award Period and/or average Return on Average Equity in comparison with other banks and bank holding companies or on other reasonable bases. The Committee may prescribe conditions such that payment of an Award may be made with respect to a number of shares of Common Stock that is greater than the number of Performance Shares awarded. However, the Committee may not provide for payment of greater than 125% of the number of Performance Shares awarded. 2 3 (d) Each Award shall be made in writing and shall set forth the terms and conditions set by the Committee for payment of such Award including, without limitation, the length of the Award Period and whether there will be an Interim Period with respect to the Award and if so, the length of the Interim Period. 25. Payment of Performance Share Awards. Each Participant granted an Award shall be entitled to payment of the Award as of the close of the Award Period applicable to such Award, but only if and after the Committee has determined that the conditions for payment of the Award set by the Committee have been satisfied. At the time of grant of each Award, the Committee shall decide whether there will be an Interim Period. If the Committee determines that there shall be an Interim Period for the Award to any Participant, each such Participant granted an Award with an Interim Period shall be entitled to partial payment on account thereof as of the close of the Interim Period, but only if and after the Committee has determined that the conditions for partial payment of the Award set by the Committee have been satisfied. Performance Shares paid to a Participant for an Interim Period may be retained by the Participant and shall not be repaid to the Company, notwithstanding that based on the conditions set for payment at the end of the Award Period such Participant would not have been entitled to payment of some or any of his Award. Any Performance Shares paid to a Participant for the Interim Period during an Award Period shall be deducted from the Performance Shares to which such Participant is entitled at the end of the Award Period. Unless otherwise directed by the Committee, payment of Awards shall be made as promptly as possible by the Company after the determination by the Committee that payment has been earned. Unless otherwise directed by the Committee, all payments of Awards to Participants shall be made partly in shares of Common Stock and partly in cash, with the cash portion being approximately equal to the amount of federal, state and local taxes which the Participant's employer is required to withhold on account of said payment. The Committee, in its discretion, may provide for payment of cash and distribution of shares of Common Stock in such other proportions as the Committee deems appropriate, except and provided that the Committee must pay in cash an amount equal to the federal, state and local taxes which the Participant's employer is required to withhold on account of said payment. There shall be deducted from the cash portion of all Awards all taxes to be withheld with respect to such Awards. For payment of each Award, the number of shares of Common Stock to be distributed to Participants shall equal the Fair Market Value of the total Performance Shares determined by the Committee to have been earned by the Participant, less the portion of the Award that was paid in cash, divided by the Fair Market Value of a Performance Share. To the extent that shares of Common Stock are available in the treasury of the Company on the date payment is to be made, such shares may be issued in payment of Awards. 26. Death or Disability. If, prior to the close of an Award Period, a Participant's employment terminates by reason of his death or by his total and permanent disability (as determined under the Company's Pension Plan), payment of his outstanding Award or Awards shall be made as promptly as possible after death or the date of the determination of total and permanent disability, and the number of Performance Shares to be paid shall be computed as follows: First, determine (based on the conditions set by the Committee for payment of Awards for the subject Award Period) the number of Performance Shares that would have been paid if each subject Award Period had ended on the December 31st immediately preceding the date of death or the date of determination of total and permanent disability. Then, multiply each above-determined number by a fraction, the numerator of which is the number of months during the subject Award Period that the Participant was an active Employee, and the denominator of which is the number of months in the Award Period. This product shall be reduced by any Performance Shares for which payment has been made with respect to any Interim Period during each Award Period. In this instance, the Fair Market Value of the Common Stock shall be based on the twenty (20) days immediately preceding the date of death or the date of the determination of total and permanent disability. 27. Retirement Prior to Close of an Award Period. If, prior to the close of an Award Period, a Participant's employment terminates by reason of his retirement on or after his normal retirement date (as determined under the Company's Pension Plan) or prior to his normal retirement date if such retirement was at the request of his employer, payment of the Participant's outstanding Award or Awards will be made as promptly as possible after such retirement and such payment shall be computed in the same manner as in 3 4 Section 7, using the effective date of retirement in place of the date of death or determination of total and permanent disability. 28. Termination Under Certain Circumstances. If, prior to the close of an Award Period, a Participant's employment terminates by reason of (i) his retirement prior to his normal retirement date (as determined under the Company's Pension Plan) and such retirement was at the request of the Participant and approved in writing by his employer, (ii) the divestiture by the Company of one or more of its business segments or a significant portion of the assets of a business segment, or (iii) a significant reduction by the Company in its salaried work force, the determination of whether such Participant shall receive payment of his outstanding Award or Awards shall be within the exclusive discretion of the Committee. Payment, if any, of his Award or Awards to such Participant shall be made as of the close of each such Award Period by multiplying the amount of payment otherwise due under the Award at that date had the Participant remained employed through such date by a fraction, the numerator of which is the number of months during the subject Award Period that the Participant was an active Employee and the denominator of which is the number of months in the Award Period. 29. Voluntary Termination or Discharge. If, prior to the close of an Award Period, a Participant's status as an Employee terminates and there is no payment due under the terms of Sections 7, 8, 9, or 19, all of such Participant's outstanding Performance Shares shall forthwith and automatically be cancelled and all rights of the former holder of such cancelled Performance Shares in respect to such cancelled Performance Shares shall forthwith terminate. 30. Limitation on Awards and Payments. The maximum number of Performance Shares which may be awarded under the Plan shall not exceed an aggregate of 400,000 (except as adjusted in accordance with Section 17); provided, however, that since January 1, 1996 for the term of the Plan, payments of Awards shall involve no more than 400,000 shares of Common Stock (similarly adjusted in accordance with Section 17). If any Performance Shares awarded under the Plan are not paid because of death, total and permanent disability, retirement, voluntary termination, discharge or cancellation or because they lapse when conditions to their payment are not met, they shall thereupon become available again for award under the Plan. 31. Term of Plan. This Plan shall be effective January 1, 1996 subject to the approval of this Plan by stockholders of the Company at the Annual Meeting of Stockholders to be held June 6, 1996 or any adjournment thereof. The Board of Directors of the Company may terminate the Plan at any time. If not sooner terminated, the Plan will expire on the date on which all of the Performance Shares subject to award under the Plan have been paid, but no grant of Awards may be made after December 31, 2005. Termination or expiration shall not adversely affect any right or obligation with respect to an Award theretofore made. 32. Cancellation of Performance Shares. With the written consent of a Participant holding Performance Shares granted to him under the Plan, the Committee may cancel such Performance Shares. In the event of any such cancellation, all rights of the former holder of such cancelled Performance Shares in respect to such cancelled Performance Shares shall forthwith terminate; and in no such event may such Participant be granted another Award within twelve months thereafter. 33. No Assignment of Interest. The interest of any Participant in the Plan shall not be assignable, either by voluntary assignment or by operation of law, and any assignment of such interest, whether voluntary or by operation of law, shall render the Award void, except that cash or shares of Common Stock payable under the Plan shall be transferable by testamentary will or by the laws of descent and distribution. All shares of Common Stock paid pursuant to this Plan are to be taken subject to an investment representation by the Participant or other recipient that any such shares are acquired for investment and not with a view to distribution and that such shares shall not be transferred or sold until registered in compliance with the Securities Act of 1933 or unless an exemption therefrom is available in the opinion of the counsel for the Company. 34. Employment Rights. An Award made under the Plan shall not confer any right on the Participant to continue in the employ of the Company or any subsidiary or limit in any way the right of his employer to terminate his employment at any time. 35. Expenses. The expenses of administering the Plan shall be borne by the Company. 4 5 36. Dilution, Recapitalization and Other Adjustments. In case the Company shall at any time issue any shares of Common Stock (i) in a stock split or other increase of outstanding shares of Common Stock, by reclassification or otherwise, whereby the par value of shares is reduced, or (ii) in payment of a stock dividend, the number of Performance Shares which have been awarded but not paid, the maximum number of Performance Shares which may be awarded under the Plan, and the maximum number of shares of Common Stock which may be issued in payment of the Awards (see Section 11) shall be increased proportionately; and in like manner, in case of any combination of shares of Common Stock, by a reverse stock split, reclassification or otherwise, the number of Performance Shares which have been awarded but not paid, the maximum number of Performance Shares which may be awarded under the Plan, and the maximum number of shares of Common Stock which may be issued in payment of the Awards shall be reduced proportionately. 37. Amendment and Termination of the Plan. The Board of Directors of the Company may amend, suspend or terminate the Plan at any time; provided, however, that no amendment may, without stockholder approval, increase the total number of Performance Shares which may be awarded or paid under the Plan or change the definition of Performance Share. 38. Plan Termination. The Board of Directors may terminate the Plan at any time in their discretion and in such event no Awards shall be made after the date of such Plan Termination. Plan Termination shall occur automatically and without requirement of any action by the Board of Directors upon a "Change in Control". "Change in Control" means (i) acquisition by any person (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 20% or more of the Common Stock then outstanding; or (ii) the consummation of (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Common Stock are converted into cash, securities or other property, other than a merger of the Company in which the holders of Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger as they had in Common Stock immediately prior to the merger, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, including, without limitation, any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all, of the assets of the Company. Payment of all Awards outstanding at the date of Plan Termination shall be made as promptly as possible after such date and payment of each such Award shall be computed in the same manner as in Section 7 using the effective date of Plan Termination in place of the date of death or the date of the determination of total and permanent disability, except that the Common Stock will be priced at Fair Market Value based on the twenty (20) trading days immediately preceding the date of Plan Termination. 39. Construction. The use of the masculine gender herein shall be deemed to refer to the feminine as well. All headings are included for convenience of reference and shall not be deemed a part of this Plan. 5 EX-10.24 5 DEFERRED COMPENSATION SHARE PLAN 1 EXHIBIT 10.24 ALABAMA NATIONAL BANCORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS WHO ARE NOT EMPLOYEES OF THE COMPANY I. ELIGIBILITY AND PURPOSE. Each member of the Board of Directors (the "Board) of Alabama National BanCorporation (the "Company") who is not an employee of the Company or its subsidiaries shall be eligible to participate in the Alabama National BanCorporation Deferred Compensation Plan for Directors Who Are Not Employees of the Company (the "Plan"). Any member of the Board who elects to participate in the Plan ("Director") shall thereby defer the receipt of all or any portion of the annual retainer, meeting and committee fees payable by the Company to such Director for serving as a member of the Board or one or more of its committees (the "Deferrable Compensation"). II. DEFERRAL OF COMPENSATION. A Director may elect to defer all or any portion of the Deferrable Compensation by executing a form prescribed by the Company and delivering such election form to the Company prior to the first day of the calendar year for which the election is to be effective or at such other time and subject to such other conditions as the Company shall determine, provided that any such election shall be applicable only to Deferrable Compensation with respect to which the Director, at the time of election, has no current right to receive. In the calendar year that a Director first becomes eligible to participate in the Plan, such Director may elect to defer all or any portion of the Deferrable Compensation, provided that the election form is delivered to the Company within thirty (30) days after the Director first becomes eligible to participate in the Plan for such year. An election made in this manner will be applicable only to Deferrable Compensation earned after the effective date of the election. The amount of Deferrable Compensation deferred shall be paid or distributed to the Director in accordance with the provisions of Section 5 or Section 6 hereof. III. DEFERRED COMPENSATION ACCOUNT. The Company shall establish a deferred compensation account (the "Account") for the Director. As of the date payments of Deferrable Compensation otherwise would be made to the Director, the Company shall credit to the Account, in cash or stock equivalents, or a combination thereof, as hereinafter provided, that amount of the Deferrable Compensation which the Director has elected to defer. IV. CASH OR STOCK ELECTION. 1. As of the date payments of Deferrable Compensation otherwise would be made to the Director, the amount due the Director shall be credited to the Account either as a cash allotment or as a stock allotment, or a portion to each, as the Director shall elect. 2. If a cash allotment is elected in whole or in part, the Account shall be credited with the dollar amount of the allotment. Interest (at the rate described below) on the Average Daily Balance (computed as described below) shall be credited to the Account as of the last day of each calendar month before and after the termination of the Director's service and after the Director's death or disability until the total balance in the Account has been paid out in accordance with the provisions of Section 5 or Section 6 hereof. The interest rate for each calendar month shall be the 30-Day London Interbank Offered Rate (LIBOR) plus 75 basis points for the last business day of the immediately preceding calendar month as reported on the Bloomberg financial news system. The "Average Daily Balance" shall be the quotient obtained by dividing the sum of the closing balance in the Account at the end of each calendar day in a calendar month by the number of days in such calendar month. 1 2 3. (i) If a stock allotment is elected in whole or in part, the Account shall be credited with a stock equivalent that shall be equal to the number of full and fractional shares of the Company's Common Stock, par value $1.00 per share (the "Common Stock"), that could be purchased with the dollar amount of the allotment using the Average Closing Price (as defined below) of the Common Stock for the twenty (20) trading days ending on the day preceding the date the Account is so credited. The "Average Closing Price" of the Common Stock means the average of the daily closing prices for a share of the Common Stock for the applicable twenty (20) trading days on the Composite Tape for the New York Stock Exchange D Listed Stocks, or, if the Common Stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on which the Common Stock is listed, or, if the Common Stock is not listed on any such Exchange, the average of the daily closing bid quotations with respect to a share of the Common Stock for such twenty (20) trading days on the National Association of Securities Dealers, Inc., Automated Quotations Systems or any system then in use, or, if no such quotations are available, the fair market value of a share of the Common Stock as determined by a majority of the Board. (ii) The Account also shall be credited as of the payment date for each dividend on the Common Stock with additional stock equivalents computed as follows: The dividend paid, either in cash or property (other than Common Stock), upon a share of Common Stock to a shareholder of record shall be multiplied by the number of stock equivalents in the Account and the product thereof shall be divided by the Average Closing Price of the Common Stock for the twenty (20) trading days ending on the day preceding the dividend payment date. In the case of dividends payable in property, the amount paid shall be based on the fair market value of the property at the time of distribution of the dividend, as determined by a majority of the Board. (iii) In the event of any change in the Common Stock, upon which the stock equivalency hereunder is based, by reason of a merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or exchange of shares, or any other change in corporate structure, the number of shares credited to the Account shall be adjusted in such manner as a majority of the Board shall determine to be fair under the circumstances. V. DISTRIBUTION. 1. Except as otherwise provided in the Plan, at the Director's election, the balance in the account shall be paid out to the Director commencing on the date which the Director has specified on his or her election form. Except as otherwise provided in the Plan, the balance in the Account shall be paid either in a lump sum or, at the Director's election, in monthly, quarterly, semiannual or annual installments, but such installments shall be payable over a period of years not to exceed ten (10) years (the "Payout Period"). In order to be effective, an election to change the method and/or timing of distribution with respect to the Account must be in a form prescribed by the Company and received by the Company at least six months prior to such Director's retirement as Director of the Company and prior to the first day of the calendar year in which payments (i) are to begin pursuant to such election and (ii) would have begun absent such election. The amount of each installment shall be determined as of the first day of the period in which payment is to be made by dividing the then balance in the Account by the then remaining number of payment dates in the Payout Period. The lump sum or first periodic installment shall be paid by the Company as promptly as is convenient, but not more than sixty (60) days following the date specified by the Director. 2. Notwithstanding the provisions of Section 5(a), in the event the Director ceases to hold office as a member of the Board, other than after a Change in Control (as defined in Section 6(a) below) or due to such Director's retirement from the Board, prior to distribution of the entire balance in the Director's Account, the balance in the Account shall be payable in a lump sum. 3. In the event of the death of a Director prior to distribution of the entire balance in the Director's Account, the balance in the Account shall be payable in a lump sum to 2 3 (a) the surviving beneficiary (or surviving beneficiaries in such proportions as) the Director may have designated by notice in writing to the Company unrevoked by a later notice in writing to the Company or, in the absence of an unrevoked notice, (b) the beneficiary (or beneficiaries in such proportions as) the Director may have designated by will or, if no beneficiary is designated, (c) the legal representative of the Director's estate. In the event a Director becomes disabled, the payment commencement date and/or payment schedule with respect to a balance in a Director's Account may be accelerated by the Board (or its designee) in its sole discretion. 4. The provisions of the Plan shall apply to and be binding upon the beneficiaries, distributees and personal representatives and any other successors in interest of the Director. 5. Distribution of the cash in the Account shall be made in cash. Distribution of stock equivalents in the Account shall be made in whole shares of the Company's Common Stock; fractional shares shall be paid in cash in an amount equal to the number of fractional shares multiplied by the Average Closing Price of the Common stock for the twenty (20) trading days ending on the day preceding the date of distribution. 6. The Company shall deduct from all distributions hereunder any taxes required to be withheld by the Federal or any State or local government. VI. ACCELERATION OF DISTRIBUTION. 1. "Change in Control" means: (i) acquisition by any person (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 20% or more of the Common Stock then outstanding; or (ii) the consummation of (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Common Stock are converted into cash, securities or other property, other than a merger of the Company in which the holders of Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger as they had in Common Stock immediately prior to the merger, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, including, without limitation, any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all, of the assets of the Company. 2. Notwithstanding any other provisions of the Plan, if a Change in Control occurs and at any time after or in connection with the occurrence of such Change in Control either of the following events occurs: (i) the Directors ceases to hold office as a member of the Board; (ii) the Plan is terminated; or (iii) The Company's capital structure is change materially; then the balance in the Account shall be payable in a lump sum to the Director as soon as practicable after January 1 of the following calendar year unless such Director completes a new election form prior to the end of the current calendar year, determining the method and timing of election, provided, that, no such election shall cause a distribution to occur earlier than the calendar year following such election. If payment is payable in a lump sum, such payment shall be made by the Company as promptly as practicable, but not more than thirty (30) days following the date on which the right to such payment arose. 3. Distribution shall be in accordance with Sections 5(b), 5(c) and 5(e), above, except that distribution of stock equivalents in the Account shall be made in cash in an amount equal to the number of stock equivalents to be distributed multiplied by the greater of (i) the Average Closing Price of the Common Stock for the twenty (20) trading days ending on the day preceding the date on which the right to such distribution 3 4 arose; (ii) the Average Closing Price of the Common Stock for the twenty (20) trading days ending on the day preceding the date of the Change in Control; or (iii) the highest price per share of Common Stock in the transaction or series of transactions constituting the Change in Control. 4. The Company shall promptly reimburse the Director for all legal fees and expenses reasonably incurred in successfully seeking to obtain or enforce any right or benefit provided under this Section 6. 5. This Section 6 may not be amended or modified after the occurrence of a Change in Control. VII. MISCELLANEOUS 1. Except as provided in 6(b) above, the election to defer Deferrable Compensation, including, but not limited to, the allocation of the amount deferred between the cash allotment or the stock allotment portion of the Account, or a combination thereof, shall be irrevocable as to amounts earned following the time when the election is made and shall remain irrevocable until a new election form reflecting a change or revocation with respect to amounts earned in a subsequent time period is delivered to the Company not later than ten (10) days preceding the first day of the calendar month to which such change or revocation is applicable. 2. Neither the Director nor any other person shall have any interest in any fund or in any specific asset of the Company by reason of amounts credited to the Account of a Director hereunder, nor the right to exercise any of the rights or privileges of a shareholder with respect to any stock equivalents credited to the Account, nor the right to receive any distribution under the Plan except as and to the extent expressly provided for in the Plan. Distributions hereunder shall be made from the general funds of the Company, and the rights of the Director shall be those of an unsecured general creditor of the Company. 3. The interest of the Director under the Plan shall not be assignable by the Director or the Director's beneficiary or legal representative, either by voluntary assignment or by operation of law, and any assignment of such interest, whether voluntary or by operation of law, shall be ineffective to transfer the Director's interest; provided, however, that (i) the Director may designate a beneficiary to receive any benefit payable under the Plan upon death, and (ii) the legal representative of the Director's estate may assign the Director's interest under the Plan to the persons entitled to any benefit payable under the Plan upon the Director's death. 4. Except as provided in Section 6 hereof, the Company may amend, modify, terminate or discontinue the Plan at any time; provided, however, that no such action shall reduce the amounts credited to the Account of the Director immediately prior to such action, nor change the time, method or manner of distribution of such amount, including, without limitation, distribution in accordance with Section 6 hereof. 5. Nothing contained herein shall impose any obligation on the Company to continue the tenure of the Director beyond the term for which such Director may have been elected or shall prevent the removal of such Director. 6. This Plan shall be interpreted by and all questions arising in connection therewith shall be determined by a majority of the Board, whose interpretation or determination, where made in good faith, shall be conclusive and binding. 7. If any amounts deferred pursuant to the Plan are found in a "determination" (within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended) to have been includible in gross income by a Director prior to payment of such amounts from his Director's Account, such amounts shall be immediately paid to such director, notwithstanding his elections pursuant to Section 2 hereof. 4 EX-21.1 6 LIST OF SUBSIDIARIES 1 EXHIBIT 21.1 SUBSIDIARIES OF ANB
NAME OF SUBSIDIARY STATE OF ORGANIZATION - ------------------ --------------------- National Bank of Commerce of Birmingham..................... National Bank NBC Securities, Inc....................................... Alabama Bank of Dadeville........................................... Alabama Ashland Insurance, Inc.................................... Alabama Alabama Exchange Bank....................................... Alabama Tuskegee Loan Company, Inc................................ Alabama Gulf Bank................................................... Alabama First National Bank of Ashland.............................. National Bank Clay County Finance Company, Inc.......................... Alabama Citizens Bank of Talladega.................................. Alabama First Bank of Baldwin County................................ Alabama
1 EX-23.1 7 CONSENT OF ERNST & YOUNG 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-07951) pertaining to the Alabama National BanCorporation 1994 Stock Option Plan of our report dated February 29, 1996, with respect to the 1995 consolidated financial statements of Alabama National BanCorporation (not presented separately in the 1996 Annual Report on Form 10-K) which report is included in Alabama National BanCorporation's Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Birmingham, Alabama March 26, 1997 1 EX-23.2 8 CONSENT OF COOPERS & LYBRAND 1 EXHIBIT 23.2 CONSENT OF COOPERS & LYBRAND L.L.P. We consent to the incorporation by reference in the registration statement of Alabama National BanCorporation on Form S-8 (File No. 333-07951) of our report dated January 15, 1997, on our audits of the consolidated financial statements and financial statement schedules of Alabama National BanCorporation as of December 31, 1996 and 1994, and for the years ended December 31, 1996 and 1994, which report is included in this Annual Report on Form 10-K. /s/ Coopers & Lybrand L.L.P. ---------------------------- COOPERS & LYBRAND L.L.P. Birmingham, Alabama March 26, 1997 1 EX-27 9 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF ALABAMA NATIONAL BANCORP FOR THE YEAR ENDED DECEMBER 31, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 U.S. DOLLARS YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 1 36,730 200 46,249 1,936 76,080 74,745 74,772 611,441 9,322 887,712 674,681 41,000 10,771 300 0 0 6,515 59,606 66,121 53,286 9,836 2,003 65,125 24,908 30,365 34,760 239 (33) 10,462 13,880 0 0 0 9,725 1.45 0 8.60 1,111 0 605 0 8,909 1,343 1,517 9,322 9,322 0 0
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