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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002, 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)
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Delaware |
63-1114426 |
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(State of incorporation |
(I.R.S. Employer |
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or organization) |
Identification No.) |
1927 First Avenue North, Birmingham, AL 35203-4009
(Address of principal executive offices) (Zip Code)
(205) 583-3600
(Registrant’s telephone number, including area 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), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x No ¨
The aggregate market value of voting stock held by non-affiliates of the registrant at June 28, 2002 was $425,954,249.
As of March 12, 2003 the registrant had outstanding 12,369,274 shares of its common stock.
DOCUMENTS INCORPORATED BY REFERENCE IN THIS FORM 10-K:
The definitive Proxy Statement for the 2003 Annual Meeting of Alabama National BanCorporation’s Stockholders is incorporated by reference into Part III of this report.
TABLE OF CONTENTS
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Market for Registrant’s Common Equity and Related Stockholder Matters |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters |
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Exhibits, Financial Statement Schedules and Reports on Form 8-K |
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| * | Portions of the Proxy Statement for the Registrant’s Annual Meeting of Stockholders to be held on April 30, 2003 are incorporated by reference in Part III of this Form 10-K. |
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SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K, other periodic reports filed by Alabama National BanCorporation (the “Company” or “Alabama National”) under the Securities Exchange Act of 1934, as amended, and any other written or oral statements made by or on behalf of Alabama National may include “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 which reflect Alabama National’s current views with respect to future events and financial performance. Such forward looking statements are based on general assumptions and are subject to various risks, uncertainties, and other factors that may cause actual results to differ materially from the views, beliefs and projections expressed in such statements. These risks, uncertainties and other factors include, but are not limited to:
(1) Possible changes in economic and business conditions that may affect the prevailing interest rates, the prevailing rates of inflation, or the amount of growth, stagnation, or recession in the global, U.S., and southeastern U.S. economies, the value of investments, collectibility of loans and the profitability of business entities;
(2) Possible changes in monetary and fiscal policies, laws and regulations, and other activities of governments, agencies and similar organizations;
(3) The effects of easing of restrictions on participants in the financial services industry, such as banks, securities brokers and dealers, investment companies and finance companies, and changes evolving from the enactment of the Gramm-Leach-Bliley Act which became effective in 2000, and attendant changes in patterns and effects of competition in the financial services industry;
(4) The cost and other effects of legal and administrative cases and proceedings, claims, settlements and judgments;
(5) The impact of terrorist activities on the national economy and money markets, particularly in light of the September 11, 2001 terrorist attacks in New York City and Washington, D.C.; and
(6) The ability of Alabama National to achieve the expected operating results related to the acquired operations of recently-completed and future acquisitions (if any), which depends on a variety of factors, including (i) the ability of Alabama National to achieve the anticipated cost savings and revenue enhancements with respect to the acquired operations, (ii) the assimilation of the acquired operations to Alabama National’s corporate culture, including the ability to instill Alabama National’s credit practices and efficient approach to the acquired operations, (iii) the continued growth of the markets in which Alabama National operates consistent with recent historical experience, (iv) the absence of material contingencies related to the acquired operations, including asset quality and litigation contingencies, and (v) Alabama National’s ability to expand into new markets and to maintain profit margins in the face of pricing pressures.
The words “believe,” “expect,” “anticipate,” “project” and similar expressions signify forward looking statements. Readers are cautioned not to place undue reliance on any forward looking statements made by or on behalf of Alabama National. Any such statement speaks only as of the date the statement was made. Alabama National undertakes no obligation to update or revise any forward looking statements.
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Alabama National BanCorporation (“Alabama National” or “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). Alabama National is currently the parent of three national banks, National Bank of Commerce of Birmingham (“NBC”) (Birmingham, Alabama and the Birmingham metropolitan area), Citizens & Peoples Bank, National Association (Pensacola, Florida), and Community Bank of Naples, National Association (Naples, Florida); three state member banks, Alabama Exchange Bank (Tuskegee, Alabama), Bank of Dadeville (Dadeville, Alabama) and First Gulf Bank (Baldwin County, Alabama); and five state nonmember banks, First American Bank (Decatur/Huntsville and Auburn/Opelika, Alabama), Public Bank (Metropolitan Orlando and Vero Beach, Florida), Georgia State Bank (Mableton, Georgia), First Citizens Bank, (Talladega, Alabama) and Peoples State Bank of Groveland (Lake County, Florida) (collectively the “Banks”). In addition, Alabama National is currently the ultimate parent of one securities brokerage firm, NBC Securities, Inc. (Birmingham, Alabama); one receivables factoring company, Corporate Billing, Inc. (Decatur, Alabama); and one insurance agency, ANB Insurance Services, Inc. (headquartered in Decatur, Alabama).
Recent Developments
Potential Acquisition of Millennium Bank.
On January 28, 2002, Alabama National entered into an Agreement and Plan of Merger with Millennium Bank of Gainesville, Florida (the “Millennium Merger Agreement”). Millennium Bank had assets of approximately $99 million and deposits of approximately $83 million as of December 31, 2002. Pursuant to the Millennium Merger Agreement, Millennium Bank will merge with a newly formed subsidiary of Alabama National and will thereby become a wholly-owned subsidiary of Alabama National. The Millennium Merger Agreement provides that upon the merger, Millennium Bank shareholders will receive approximately $1.52 in cash and 0.63115 shares of Alabama National common stock for each Millennium Bank share. Upon a decline in Alabama National’s share price and subject to certain limits, Millennium Bank shareholders will receive additional cash consideration. In addition, Millennium Bank shareholders have the option to receive additional cash, subject to certain limits, rather than shares of Alabama National common stock. Assuming no such share price decline and assuming no Millennium Bank shareholders elect to receive cash rather than Alabama National’s common stock, Millennium Bank shareholders will receive in the aggregate approximately $1.12 million in cash and 520,000 Alabama National shares and share equivalents. The merger is subject to regulatory approval, Millennium Bank shareholder approval and certain other conditions. Alabama National expects the transaction to close in the second quarter of 2003.
Subsidiary Banks
Alabama National operates through eleven subsidiary Banks which have a total of 66 banking offices and three insurance offices (where no banking is conducted) in the states of Alabama, Georgia and Florida. The Banks focus on traditional consumer, residential mortgage, commercial and real estate construction lending, and equipment leasing 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, investment services and securities brokerage services. 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, Alabama National 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. Alabama National’s total loans and leases, net
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of unearned interest, at December 31, 2002, were approximately $2.2 billion, or approximately 72.2% 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. Alabama National has no “foreign loans” or loans for “highly leveraged transactions,” as such terms are defined by applicable banking regulations.
Loan and Lease Portfolio
Real Estate Loans. Loans secured by real estate are the primary component of Alabama National’s loan portfolio, constituting approximately $1.6 billion, or 74.4 % of total loans and leases, net of unearned interest, at December 31, 2002. The Banks often take real estate as an additional source of collateral to secure commercial and industrial loans. Such loans are classified as real estate loans rather than commercial and industrial loans if the real estate collateral is considered significant as a secondary source of repayment for the loan. The Banks’ real estate loan portfolio is comprised of commercial and residential mortgages. Residential mortgages held in the Banks’ loan portfolio, both fixed and variable, are made based upon amortization schedules of up to 30 years but generally have maturity dates of five years or less. The Banks’ commercial mortgages accrue at either variable or fixed rates. The variable rates approximate current market rates. Construction loans are made on a variable rate basis. Origination fees are normally charged for most 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. These loans usually have terms of five years, with payments through the date of maturity generally based on a 15 or 30 year amortization schedule.
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. Such loans are generally made under a commitment to purchase from a loan purchaser. The Banks generally collect from the borrower or purchaser a combination of the origination fee, discount points and/or service release fee. During 2002, the Banks sold approximately $600 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 generally consists of loans to purchase automobiles and other consumer durable goods. Consumer loans constituted $78.3 million, or 3.6% of Alabama National’s loan portfolio at December 31, 2002. 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. Terms generally range from one to five years depending on the nature and condition of the collateral. Periodic amortization, generally monthly, is typically required.
Commercial and Financial 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 various types of collateral including 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 underwriting the loan based on the borrower’s cash flow and its ability to service the debt from earnings, and by limiting the loan to value ratio. Historically, the Banks have typically loaned up to 80% on loans secured by accounts receivable, up to 50% on loans secured by inventory, and up to 100% on loans secured by equipment. The Banks also make some unsecured commercial loans and offer equipment leasing. Commercial and financial loans constituted $253.6 million, or 11.6% of Alabama National’s loan portfolio at December 31, 2002. Interest rates are negotiable based upon the borrower’s financial condition, credit history, management stability and collateral.
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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 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.
Alabama National attempts to minimize loan losses through various means and uses standardized underwriting criteria. Alabama National has established a standardized loan policy for all of the Banks that may be modified based on local market conditions. In particular, on larger credits, Alabama National 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, Alabama National attempts to utilize shorter loan terms in order to reduce the risk of a decline in the value of such collateral.
Alabama National addresses repayment risks by adhering to internal credit policies and procedures 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. Each of the lending officers at each of the Banks has the authority to approve loans up to an approved loan authority amount as approved by each Bank’s Board of Directors. Loans in excess of the highest loan authority amount at each Bank must be approved by Alabama National’s President and Chief Operating Officer. In addition, loans in excess of a particular loan officer’s approval authority must be approved by a more senior officer at the particular Bank, the loan committee at such Bank, or both.
Loan Review. Alabama National maintains a continuous loan review system for each of NBC and First American Bank and a scheduled review system for the other Banks. 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.
Alabama National’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 of each Bank with a thorough understanding of the credit quality of such Bank’s loan portfolio. 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, along with an asset quality review, to the Alabama National Board of Directors at each bi-monthly meeting.
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.
Deposit rates are reviewed weekly by senior management of each of the Banks. Management believes that the rates the Banks offer are competitive with those offered by other institutions in the Banks’ market areas. Alabama National focuses on customer service to attract and retain deposits.
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Investment Services
NBC operates an investment department devoted primarily to handling correspondent banks’ investment needs. Services provided by the investment department include the sale of securities, asset/liability consulting, safekeeping and bond accounting.
Securities Brokerage and Trust Division
NBC’s wholly owned subsidiary, NBC Securities, Inc. (“NBC Securities”), is licensed as a broker-dealer. Started in 1995, NBC Securities provides investment services to individuals and institutions. These services include the sale of stocks, bonds, mutual funds, annuities, margin loans, other insurance products and financial planning. NBC Securities has a total of 58 investment advisors located in the following markets: Auburn/Opelika, Birmingham, Decatur, Fairhope, Foley, Gadsden, Gulf Shores, Huntsville, and Mobile, Alabama; Clermont, Naples, Pensacola, and Tallahassee, Florida; Atlanta and Mableton, Georgia; Central City, Kentucky; and Franklin and Nashville, Tennessee. NBC also operates a trust division that manages the assets of both corporate and individual customers located primarily in the Birmingham, Alabama market. The division’s corporate trust services include managing and servicing retirement plan accounts such as pension, profit sharing and 401(k) plans.
Mortgage Lending Division
Substantially all of the Banks operate mortgage lending divisions that make home loans to individuals located in the markets served by the Banks. The majority of these loans are sold to corporate investors, who also service the loans.
Insurance Services Division
Alabama National’s First American Bank subsidiary purchased an existing insurance agency, Rankin Insurance Services, Inc., in 1999. Rankin Insurance, now operating under the name ANB Insurance Services Inc., is a full service independent property and casualty insurance agency headquartered in Decatur, Alabama.
Competition
The Banks encounter strong competition in making loans, acquiring deposits and attracting customers for investment and trust 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 Alabama National’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 Gramm-Leach-Bliley Act, effective March 11, 2000, permits bank holding companies to become financial holding companies and thereby affiliate with securities firms and insurance companies and engage in other activities that are financial in nature. See “ Supervision and Regulation .” Under the Act, securities firms and insurance companies that elect to become financial holding companies may acquire banks and other financial institutions. The Gramm-Leach-Bliley Act, which represents the most sweeping reform of financial services regulation in over sixty years, may significantly change the competitive environment in which Alabama National and the Banks conduct business. At this time, however, it is not possible to predict the full effect that the Act will have on Alabama National. One consequence may be increased competition from large financial services companies that will be permitted to provide many types of financial services, including bank products, to their customers.
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The financial services industry is also likely to become more competitive as further technological advances enable more companies to provide financial services. These technological advances may diminish the importance of depository institutions and other financial intermediaries in the transfer of funds between parties.
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. In addition, beginning on June 1, 1997, the IBBEA authorized interstate mergers and consolidations of existing banks, provided that neither bank’s home state had opted out of interstate branching by May 31, 1997. The States of Alabama, Georgia and Florida have opted in to interstate branching. Interstate branching provides that 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 Alabama National’s competitors still maintain substantially greater resources and lending limits than Alabama National. As a result, Alabama National has not generally attempted to compete for the banking relationships of large corporations, and generally concentrates its efforts on small to medium-sized businesses and individuals to which Alabama National believes it can compete effectively by offering quality, personal service. However, management believes it may be able to compete more effectively for the business of some large corporations, given its current growth pattern.
Management believes that the Banks’ commitment to their respective primary market areas, as well as their commitment to quality and personalized banking services, are factors that contribute to the Banks’ competitiveness. Management believes that Alabama National’s decentralized community banking strategy positions the Banks to compete successfully in their market areas.
Market Areas and Growth Strategy
Through NBC, Alabama National serves the metropolitan Birmingham market, which includes portions of Jefferson, Shelby and St. Clair Counties. Alabama National’s First American Bank subsidiary serves Morgan, Limestone and Madison Counties in north Alabama and Lee County in east central Alabama. First American’s largest market presence is in Decatur, Alabama, which has demonstrated a growing economic base in recent years. First American also acquired two branches in Huntsville, Alabama from another bank holding company during 2000 and has experienced significant growth in this market. First American entered the Lee County market, which includes the communities of Auburn and Opelika, with the December 2001 acquisition of Farmers National Bancshares, Inc. Lee County is also one of Alabama’s higher growth counties. Through First Gulf Bank, Alabama National serves Baldwin County, Alabama. Located between Mobile, Alabama and Pensacola, Florida, Baldwin County has a broad base of economic activity in the retail and service, agriculture, seafood, tourism and manufacturing industries. Baldwin County includes the popular tourism and retirement resort communities of Gulf Shores and Fairhope. Shelby, Baldwin, Lee and St. Clair Counties have been named in statistical surveys as four of the fastest growing counties in Alabama.
In 1997, Alabama National expanded outside of Alabama with the opening of Citizens & Peoples Bank, N.A. in Escambia County, Florida. In 1998, Alabama National further expanded its presence in markets outside of Alabama with two acquisitions in Florida and one in Georgia. Public Bank is located in the fast-growing greater Orlando area, with offices in Altamonte Springs, Kissimmee and St. Cloud, Florida. Public Bank also expanded to the Atlantic Coast in September 2001 with the opening of its first branch office in Vero Beach, Florida, followed by the opening of a second branch office in Vero Beach in late 2002. Community Bank of Naples, N.A., located in Collier County, Florida, and Georgia State Bank, located in the greater-Atlanta counties of Cobb, Douglas and Paulding, are located in markets that are among the fastest growing in their respective states. Effective January 31, 2001, Alabama National expanded its presence in the greater-Orlando area with the
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acquisition of Peoples State Bank of Groveland (“Peoples State Bank”). Peoples State Bank serves customers in the communities of Groveland, Leesburg and Clermont, Florida. The other Banks, First Citizens, Alabama Exchange Bank and Bank of Dadeville, are located in non-metropolitan areas. Each of these three Banks, while experiencing minimal growth due to market growth that has not been significant, typically operates at a high level of profitability. As a result, these Banks tend to produce capital for growth in many of the high growth markets served by the other Banks. Alabama National’s strategy is to focus on growth in profitability for these non-metropolitan banks, since market growth has not been as significant.
Due to continuing consolidation within the banking industry, as well as in the Southeastern United States, Alabama National may in the future seek to combine with other banks or thrifts (or their holding companies) that may be of smaller, equal or greater size than Alabama National. Alabama National currently intends to concentrate on acquisitions of additional banks or thrifts (or their holding companies) which operate in attractive market areas in Alabama, Florida and Georgia. In addition to price and terms, the factors considered by Alabama National in determining the desirability of a business acquisition or combination are financial condition, asset quality, earnings potential, quality of management, market area and competitive environment. As noted above under the heading “ Recent Developments ,” Alabama National has entered into a Merger Agreement for the acquisition of Millennium Bank of Gainesville, Florida. The Gainesville market is the home of the University of Florida and has shown substantial growth over the last several years.
In addition to expansion through combinations with other banks or thrifts, Alabama National intends to continue to expand where possible through growth of its existing banks in their respective market areas. During 1998, NBC formed a commercial leasing division which currently focuses on machinery and equipment leases to business customers. Also, Alabama National is exploring expansion into lines of business closely related to banking and will pursue such expansion if it believes such lines could be profitable without causing undue risk to Alabama National. During 1999, First American Bank acquired Rankin Insurance Services, Inc. (now known as ANB Insurance Services, Inc.), a full service independent property and casualty insurance agency located in Decatur, Alabama. ANB Insurance Services completed the acquisition of two additional insurance agencies in 2002, one headquartered in Birmingham, Alabama, and one headquartered in Groveland, Florida. ANB Insurance Services has agents in most of the markets serviced by the Banks. While Alabama National plans to continue its growth as described above, there is no assurance that its efforts will be successful.
Employees
As of December 31, 2002, Alabama National and the Banks together had approximately 1,195 full-time equivalent employees. None of these employees is a party to a collective bargaining agreement. Alabama National considers its relations with its employees to be good.
Supervision and Regulation
Alabama National 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 Alabama National.
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 and additional changes have been proposed. The operations of Alabama National and the Banks may be affected by legislative changes and the policies of various regulatory authorities. Alabama National 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.
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As a bank holding company, Alabama National is subject to the regulation, examination and supervision of the Federal Reserve. The Banks are subject to supervision, examination and regulation by applicable state and federal banking agencies, including the Federal Reserve, the Office of the Comptroller of the Currency (the “OCC”) and the Federal Deposit Insurance Corporation (the “FDIC”). The Banks are also subject to various requirements and restrictions under federal and state law, including requirements to maintain allowances against deposits, restrictions on the types and amounts of loans that may be granted and the interest that may be charged thereon, and limitations on the types of investments that may be made and the types of services that may be offered. Various consumer laws and regulations also affect the operations of the Banks. In addition to the impact of regulation, commercial banks are affected significantly by the actions of the Federal Reserve as it attempts to control the money supply and credit availability in order to influence the economy.
Pursuant to the IBBEA, bank holding companies from any state may now acquire banks located in any other state, subject to certain conditions, including concentration limits. A bank may establish branches across state lines by merging with a bank in another state (unless applicable state law prohibits such interstate mergers), provided certain conditions are met. A bank may also establish a de novo branch in a state in which the bank does not maintain a branch if that state expressly permits such interstate de novo branching and certain other conditions are met.
There are a number of obligations and restrictions imposed on bank holding companies and their depository institution subsidiaries by federal law and regulatory policy that are designed to reduce potential loss exposure to the depositors of such depository institutions and to the FDIC insurance fund in the event the depository institution becomes in danger of default or is in default. For example, under a policy of the Federal Reserve with respect to bank holding company operations, a bank holding company is required to serve as a source of financial strength to its subsidiary depository institutions and commit resources to support such institutions in circumstances where it might not do so absent such policy. In addition, the “cross-guarantee” provisions of federal law require insured depository institutions under common control to reimburse the FDIC for any loss suffered or reasonably anticipated as a result of the default of a commonly controlled insured depository institution or for any assistance provided by the FDIC to a commonly controlled insured depository institution in danger of default.
The federal banking agencies have broad powers under current federal law to take prompt corrective action to resolve problems of insured depository institutions. The extent of these powers depends upon whether the institutions in question are “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized” as such terms are defined under regulations issued by each of the federal banking agencies. In general, the agencies measure capital adequacy within a framework that makes capital requirements sensitive to the risk profiles of individual banking companies. The guidelines define capital as either Tier 1 (primarily common shareholders’ equity) or Tier 2 (certain debt instruments and a portion of the allowance for loan losses). Alabama National and the Banks are subject to a minimum Tier 1 capital ratio (Tier 1 capital to risk-weighted assets) of 4%, a total capital ratio (Tier 1 plus Tier 2 to risk-weighted assets) of 8% and a Tier 1 leverage ratio (Tier 1 to average quarterly assets) of 3%. To be considered a “well capitalized” institution, the Tier 1 capital ratio, the total capital ratio, and the Tier 1 leverage ratio must equal or exceed 6%, 10% and 5%, respectively.
The Federal Reserve has adopted rules to incorporate market and interest rate risk components into its risk-based capital standards. Amendments to the risk-based capital requirements, incorporating market risk, became effective January 1, 1998. Under these market risk requirements, capital will be allocated to support the amount of market risk related to a financial institution’s ongoing trading activities.
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 Alabama National and Alabama National’s non-bank subsidiaries.
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The Banks are also subject to the provisions of Section 23B of the Federal Reserve Act that, among other things, prohibit a bank from engaging in certain transactions with affiliates unless the transactions are on terms substantially the same, or at least as favorable to the bank, as those prevailing at the time for comparable transactions with non-affiliated companies.
The Banks are also 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.
The Community Reinvestment Act (“CRA”) requires that, in connection with examinations of financial institutions within their respective jurisdictions, the Federal Reserve, the FDIC or the OCC 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 at least a satisfactory rating in its most recent evaluation.
There are various legal and regulatory limits on the extent to which the Banks may pay dividends or otherwise supply funds to Alabama National. In addition, federal and state regulatory agencies also have the authority to prevent a bank or bank holding company from paying a dividend or engaging in any other activity that, in the opinion of the agency, would constitute an unsafe or unsound practice.
FDIC regulations require that management report on its responsibility for preparing its institution’s financial statements and for establishing and maintaining an internal control structure and procedures for financial reporting and compliance with designated laws and regulations concerning safety and soundness.
The FDIC currently uses a risk-based assessment system for insured depository institutions that takes into account the risks attributable to different categories and concentrations of assets and liabilities. The FDIC recently has proposed changes to its assessment system that are designed to require premium payments by a greater number of banks and other FDIC-insured depository institutions and that also would provide rebates to some institutions. If any of these changes were to take effect, the assessment obligations of the Banks could change.
The Gramm-Leach-Bliley Act, which became effective in 2000, permits bank holding companies to become financial holding companies and thereby affiliate with securities firms and insurance companies and engage in other activities that are financial in nature. A bank holding company may become a financial holding company by filing a declaration if each of its subsidiary banks is well capitalized under the FDICIA prompt corrective action provisions, is well managed, and has at least a satisfactory rating under the CRA. No regulatory approval will be required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve. At this time, Alabama National has not registered to become a financial holding company.
The Gramm-Leach-Bliley Act broadly defines “financial in nature” to include securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking; and activities that the Federal Reserve has determined to be closely related to banking. The Act also permits the Federal Reserve, in consultation with the Department of Treasury, to determine that other activities are “financial in nature” and therefore permissible for financial holding companies. A national bank also may engage, subject to limitations on investment, in activities that are financial in nature
10
(other than insurance underwriting, insurance company portfolio investment, merchant banking, real estate development and real estate investment) through a financial subsidiary of the bank, if the bank is well capitalized, well managed and has at least a satisfactory CRA rating. Subsidiary banks of a financial holding company or national banks with financial subsidiaries must continue to be well capitalized and well managed in order to continue to engage in activities that are financial in nature without regulatory actions or restrictions, which could include divestiture of the financial subsidiary or subsidiaries. In addition, a financial holding company or a bank may not acquire a company that is engaged in activities that are financial in nature unless each of the subsidiary banks of the financial holding company or the bank at issue has a CRA rating of satisfactory or better. Bank holding companies that have not become financial holding companies are prohibited from engaging in activities other than banking or managing or controlling banks or other permissible subsidiaries and from acquiring or retaining direct or indirect control of any company engaged in any activities other than those activities determined by the Federal Reserve to be so closely related to banking or managing or controlling banks as to be a proper incident thereto.
The Act preserves the role of the Federal Reserve as the umbrella supervisor for holding companies while at the same time incorporating a system of functional regulation designed to take advantage of the strengths of the various federal and state regulators. In particular, the Act replaces the broad exemption from Securities and Exchange Commission regulation that banks previously enjoyed with more limited exemptions, and it reaffirms that states are the regulators for the insurance activities of all persons, including federally-chartered banks.
The Gramm-Leach-Bliley Act also establishes a minimum federal standard of financial privacy. In general, the applicable regulations issued by the various federal regulatory agencies prohibit affected financial institutions (including banks, insurance agencies and broker/dealers) from sharing information about their customers with non-affiliated third parties unless (1) the financial institution has first provided a privacy notice to the customer; (2) the financial institution has given the customer an opportunity to opt out of the disclosure; and (3) the customer has not opted out after being given a reasonable opportunity to do so.
On October 26, 2001, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA Patriot Act) was signed into law. The USA Patriot Act broadened the application of anti-money laundering regulations to apply to additional types of financial institutions, such as broker-dealers, and strengthened the ability of the U.S. government to detect and prosecute international money laundering and the financing of terrorism. The principal provisions of Title III of the USA Patriot Act require that regulated financial institutions, including state member banks: (i) establish an anti-money laundering program that includes training and audit components; (ii) comply with regulations regarding the verification of the identity of any person seeking to open an account; (iii) take additional required precautions with non-U.S. owned accounts; and (iv) perform certain verification and certification of money laundering risk for their foreign correspondent banking relationships. The USA Patriot Act also expanded the conditions under which funds in a U.S. interbank account may be subject to forfeiture and increased the penalties for violation of anti-money laundering regulations. Failure of a financial institution to comply with the USA Patriot Act’s requirements could have serious legal and reputational consequences for the institution. Alabama National has adopted policies, procedures and controls to address compliance with the requirements of the USA Patriot Act under the existing regulations and will continue to revise and update its policies, procedures and controls to reflect changes required by the USA Patriot Act and implementing regulations.
NBC Securities is a broker-dealer registered with the Securities and Exchange Commission and is a member of the National Association of Securities Dealers, Inc.
Executive Officers of the Registrant
The Executive Officers of Alabama National serve at the pleasure of the Board of Directors. Set forth below are the current Executive Officers of Alabama National and a brief explanation of their principal employment during the last five (5) years.
John H. Holcomb, III —Age 51—Chairman and Chief Executive Officer. Mr. Holcomb has served as Chairman and Chief Executive Officer of Alabama National since 1996. Mr. Holcomb has been Chief Executive Officer of NBC since 1990.
11
Richard Murray, IV —Age 40—President and Chief Operating Officer. Mr. Murray has served as President and Chief Operating Officer of Alabama National since 2000. Prior to such time, Mr. Murray served as Executive Vice President of Alabama National beginning 1998 and Executive Vice President of NBC beginning 1997. Mr. Murray served as Senior Vice President of NBC from 1990 until 1997.
William E. Matthews, V —Age 38—Executive Vice President and Chief Financial Officer. Mr. Matthews has served as Executive Vice President and Chief Financial Officer of Alabama National and NBC since 1998. Prior to that date, Mr. Matthews served as Senior Vice President of NBC beginning in 1996.
Victor E. Nichol, Jr. —Age 56—Vice Chairman. Mr. Nichol has served as Vice Chairman of Alabama National since 2000. Prior to such time, Mr. Nichol served as President and Chief Operating Officer of Alabama National beginning in 1996. Mr. Nichol has been Executive Vice President of NBC since 1994.
Dan M. David —Age 57—Vice Chairman. Mr. David has served as Vice Chairman of Alabama National since November 30, 1997 when First American Bancorp merged with and into Alabama National. Mr. David serves as Chairman and Chief Executive Officer of First American Bank, positions he has held since 1995. Mr. David served as Chairman and Chief Executive Officer of First American Bancorp from 1995 through 1997.
John R. Bragg —Age 41—Executive Vice President. Mr. Bragg has served as Executive Vice President of Alabama National since 1998 and Executive Vice President of NBC since 1997. Mr. Bragg served as Senior Vice President of NBC from 1992 until 1997.
Shelly S. Williams —Age 40—Senior Vice President and Controller. Ms. Williams has served as Senior Vice President and Controller of Alabama National and NBC since 2000. Prior to such time, Ms. Williams served as Vice President and Controller of NBC from 1997 through 2000, and as Assistant Vice President and Assistant Controller of NBC from 1996 to 1997.
Company Website
Alabama National’s website address is www.alabamanational.com . Alabama National makes available free of charge through its website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material has been filed with or furnished to the Securities and Exchange Commission.
Alabama National, through the Banks, currently operates 66 banking offices and three insurance offices. Of these offices, Alabama National, through the Banks, owns 56 banking offices without encumbrance and leases an additional 10 banking offices and its three insurance offices. Alabama National, through NBC, leases its principal administrative offices, which are located at 1927 First Avenue North, Birmingham, Alabama. See Notes 7 and 10 to the Consolidated Financial Statements of Alabama National and Subsidiaries included in this Annual Report on Form 10-K beginning at page F-1 for additional information regarding Alabama National’s premises and equipment.
Alabama National, in the normal course of business, is subject to various pending and threatened litigation. Although it is not possible to determine at this point in time, based on consultation with legal counsel, management does not anticipate that the ultimate liability, if any, resulting from such litigation will have a material effect on Alabama National’s financial condition and results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
None.
12
| ITE [] M 5. | MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS |
At March 12, 2003 Alabama National had 1,496 stockholders of record (including shares held in “street” names by nominees who are record holders) and 12,369,274 shares of Alabama National Common Stock outstanding. Alabama National Common Stock is traded in the over-the-counter market and prices are quoted on the NASDAQ/NMS under the symbol “ALAB.”
The reported sales price range for Alabama National Common Stock and the dividends declared during each calendar quarter of 2001 and 2002 are shown below:
|
High |
Low |
Dividends Declared |
|||||||
|
2001 |
|||||||||
|
First Quarter |
$ |
32.00 |
$ |
22.50 |
$ |
.23 |
|||
|
Second Quarter |
|
32.45 |
|
27.50 |
|
.23 |
|||
|
Third Quarter |
|
34.99 |
|
25.51 |
|
.23 |
|||
|
Fourth Quarter |
|
35.68 |
|
30.04 |
|
.23 |
|||
|
2002 |
|||||||||
|
First Quarter |
$ |
37.00 |
$ |
31.60 |
$ |
.25 |
|||
|
Second Quarter |
|
44.27 |
|
35.45 |
|
.25 |
|||
|
Third Quarter |
|
46.46 |
|
35.52 |
|
.25 |
|||
|
Fourth Quarter |
|
48.23 |
|
39.74 |
|
.25 |
|||
As a bank holding company, Alabama National, except under extraordinary circumstances, will not generate earnings of its own, but will rely solely on dividends paid to it by the Banks as the source of income to meet its expenses and pay dividends. Under normal circumstances, Alabama Nationals’ ability to pay dividends will depend entirely on the ability of the Banks to pay dividends to Alabama National. The Banks are subject to state and federal banking regulations, and the payment of dividends by the Banks is governed by such regulations.
The last reported sales price of Alabama National Common Stock as reported on the NASDAQ/NMS on March 12, 2003 was $42.00. The prices shown do not reflect retail mark-ups and mark-downs. The market makers for Alabama National Common Stock as of December 31, 2002, were Morgan, Stanley & Co., Inc., Raymond James & Associates, Inc., Legg Mason Wood Walker Inc., Speer, Leeds & Kellogg, Keefe, Bruyette & Woods, Inc., Trident Securities, Inc., Herzog, Heine, Geduld, Inc., Instinet Corporation, RediBook ECN LLC, Knight Securities L.P., Archipelago L.L.C., Island System Corporation, MARKETXT, Inc., Hoefer & Arnett, Incorporated, THE BRUT ECN, LLC, Merrill Lynch, Weeden and Co., Inc., Cincinnati Stock Exchange, The Robinson Humphrey Co., Goldman, Sachs & Co., FTN Financial Securities Corp., NDB Capital Markets, B-Trade Services LLC, Deutsche Banc Alex Brown, Sandler O’Neill & Partners, Susquehanna Capital Group, Ladenburg, Thalmann & Co., MarketTXT—Special Account, and Sterne, Agee & Leach .
13
| ITEM 6. | SELECTED FINANCIAL DATA |
FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA
(Amounts in thousands, except ratios and per share data)
|
Year Ended December 31, |
||||||||||||||||||||
|
2002 |
2001(1) |
2000(1) |
1999(1) |
1998(1) |
||||||||||||||||
|
Income Statement Data: |
||||||||||||||||||||
|
Interest income |
$ |
178,147 |
|
$ |
179,537 |
|
$ |
171,222 |
|
$ |
133,106 |
|
$ |
121,713 |
|
|||||
|
Interest expense |
|
65,313 |
|
|
90,393 |
|
|
90,987 |
|
|
62,307 |
|
|
59,064 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net interest income |
|
112,834 |
|
|
89,144 |
|
|
80,235 |
|
|
70,799 |
|
|
62,649 |
|
|||||
|
Provision for loan and lease losses |
|
7,956 |
|
|
3,946 |
|
|
2,506 |
|
|
2,107 |
|
|
1,796 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net interest income after provision for loan and lease losses |
|
104,878 |
|
|
85,198 |
|
|
77,729 |
|
|
68,692 |
|
|
60,853 |
|
|||||
|
Net securities gains (losses) |
|
35 |
|
|
246 |
|
|
(119 |
) |
|
196 |
|
|
187 |
|
|||||
|
Noninterest income |
|
61,129 |
|
|
48,461 |
|
|
33,466 |
|
|
31,120 |
|
|
29,963 |
|
|||||
|
Noninterest expense |
|
113,577 |
|
|
92,233 |
|
|
74,111 |
|
|
65,860 |
|
|
64,401 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Income before income taxes |
|
52,465 |
|
|
41,672 |
|
|
36,965 |
|
|
34,148 |
|
|
26,602 |
|
|||||
|
Provision for income taxes |
|
16,735 |
|
|
13,232 |
|
|
11,421 |
|
|
10,817 |
|
|
8,504 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Income before minority interest in earnings of consolidated subsidiary |
|
35,730 |
|
|
28,440 |
|
|
25,544 |
|
|
23,331 |
|
|
18,098 |
|
|||||
|
Minority interest in earnings of consolidated subsidiary |
|
28 |
|
|
25 |
|
|
26 |
|
|
25 |
|
|
23 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net income |
$ |
35,702 |
|
$ |
28,415 |
|
$ |
25,518 |
|
$ |
23,306 |
|
$ |
18,075 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Balance Sheet Data: |
||||||||||||||||||||
|
Total assets |
$ |
3,316,168 |
|
$ |
2,843,467 |
|
$ |
2,358,285 |
|
$ |
2,025,503 |
|
$ |
1,751,724 |
|
|||||
|
Earning assets |
|
3,034,980 |
|
|
2,612,806 |
|
|
2,140,562 |
|
|
1,811,312 |
|
|
1,563,967 |
|
|||||
|
Securities |
|
700,333 |
|
|
567,688 |
|
|
386,059 |
|
|
353,923 |
|
|
333,898 |
|
|||||
|
Loans held for sale |
|
51,030 |
|
|
36,554 |
|
|
5,226 |
|
|
8,615 |
|
|
19,047 |
|
|||||
|
Loans and leases, net of unearned income |
|
2,191,394 |
|
|
1,964,169 |
|
|
1,710,810 |
|
|
1,403,489 |
|
|
1,147,100 |
|
|||||
|
Allowance for loan and lease losses |
|
32,704 |
|
|
28,519 |
|
|
22,368 |
|
|
19,111 |
|
|
17,465 |
|
|||||
|
Deposits |
|
2,330,395 |
|
|
2,066,759 |
|
|
1,807,095 |
|
|
1,529,251 |
|
|
1,345,017 |
|
|||||
|
Short-term debt |
|
152,100 |
|
|
68,350 |
|
|
91,439 |
|
|
24,389 |
|
|
21,700 |
|
|||||
|
Long-term debt |
|
240,065 |
|
|
209,631 |
|
|
83,926 |
|
|
124,005 |
|
|
32,328 |
|
|||||
|
Stockholders’ equity |
|
234,492 |
|
|
207,886 |
|
|
171,604 |
|
|
146,280 |
|
|
138,515 |
|
|||||
|
Weighted Average Shares Outstanding—Diluted(2) |
|
12,683 |
|
|
12,141 |
|
|
11,973 |
|
|
12,008 |
|
|
11,908 |
|
|||||
|
Per Common Share Data: |
||||||||||||||||||||
|
Net income—diluted |
$ |
2.81 |
|
$ |
2.34 |
|
$ |
2.13 |
|
$ |
1.94 |
|
$ |
1.52 |
|
|||||
|
Book value (period end) |
|
18.95 |
|
|
16.84 |
|
|
14.56 |
|
|
12.40 |
|
|
11.83 |
|
|||||
|
Tangible book value (period end) |
|
17.28 |
|
|
15.31 |
|
|
13.34 |
|
|
11.49 |
|
|
11.13 |
|
|||||
|
Dividends declared |
|
1.00 |
|
|
0.92 |
|
|
0.84 |
|
|
0.72 |
|
|
0.60 |
|
|||||
|
Performance Ratios: |
||||||||||||||||||||
|
Return on average assets |
|
1.18 |
% |
|
1.12 |
% |
|
1.17 |
% |
|
1.26 |
% |
|
1.09 |
% |
|||||
|
Return on average equity |
|
16.01 |
|
|
15.40 |
|
|
16.29 |
|
|
16.11 |
|
|
13.57 |
|
|||||
|
Net interest margin(3) |
|
4.07 |
|
|
3.83 |
|
|
4.03 |
|
|
4.23 |
|
|
4.28 |
|
|||||
|
Net interest margin (taxable equivalent) (3) |
|
4.11 |
|
|
3.88 |
|
|
4.08 |
|
|
4.30 |
|
|
4.35 |
|
|||||
|
Asset Quality Ratios: |
||||||||||||||||||||
|
Allowance for loan and lease losses to period end loans(4) |
|
1.49 |
% |
|
1.45 |
% |
|
1.31 |
% |
|
1.36 |
% |
|
1.52 |
% |
|||||
|
Allowance for loan and lease losses to period end nonperforming loans(5) |
||||||||||||||||||||
|
|
318.07 |
|
|
377.09 |
|
|
614.17 |
|
|
431.11 |
|
|
330.78 |
|
||||||
|
Net charge-offs to average loans and leases(4) |
|
0.18 |
|
|
0.09 |
|
|
0.04 |
|
|
0.04 |
|
|
0.01 |
|
|||||
|
Nonperforming assets to period end loans and leases and foreclosed property(4)(5) |
|
0.59 |
|
|
0.47 |
|
|
0.30 |
|
|
0.38 |
|
|
0.57 |
|
|||||
|
Capital and Liquidity Ratios: |
||||||||||||||||||||
|
Average equity to average assets |
|
7.36 |
% |
|
7.28 |
% |
|
7.16 |
% |
|
7.80 |
% |
|
8.03 |
% |
|||||
|
Leverage (4.00% required minimum)(6) |
|
7.52 |
|
|
7.61 |
|
|
6.83 |
|
|
7.23 |
|
|
7.51 |
|
|||||
|
Risk-based capital |
||||||||||||||||||||
|
Tier 1 (4.00% required minumum)(6) |
|
10.00 |
|
|
9.92 |
|
|
8.86 |
|
|
9.46 |
|
|
10.18 |
|
|||||
|
Total (8.00% required minimum)(6) |
|
11.26 |
|
|
11.17 |
|
|
10.11 |
|
|
10.70 |
|
|
11.43 |
|
|||||
|
Average loans and leases to average deposits |
|
96.44 |
|
|
97.74 |
|
|
94.04 |
|
|
89.00 |
|
|
83.00 |
|
|||||
14
| (1) | On January 31, 2001, Peoples State Bank of Groveland (“PSB”) merged with a newly formed subsidiary of Alabama National, whereby PSB became a wholly owned subsidiary of Alabama National (“the PSB Merger”). On December 31, 1998, Community Bank of Naples, N.A. (“Naples”) merged with and into a subsidiary of Alabama National (the “Naples Merger”). On October 2, 1998, Community Financial Corporation (“CFC”) merged with and into Alabama National (the “CFC Merger”). On May 29, 1998, Public Bank Corporation (“PBC”) merged with and into Alabama National (the “PBC Merger”). Because these mergers were accounted for as pooling-of-interests, the historical Five-Year Summary of Selected Financial Data for all periods have been restated to include the results of operations of PSB, Naples, CFC, and PBC from the earliest period presented, except for dividends per common share. (See Note 2 to Alabama National’s consolidated financial statements included in this Annual Report). |
| (2) | The weighted average common shares include those of PSB, Naples, CFC and PBC at the applicable exchange ratios. |
| (3) | Net interest income divided by average earning assets. |
| (4) | Does not include loans held for sale. |
| (5) | Nonperforming loans and nonperforming assets include loans past due 90 days or more that are still accruing interest. It is Alabama National’s policy to place all loans on nonaccrual status when over ninety days past due. |
| (6) | Based upon fully phased-in requirements. |
| 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 Alabama National BanCorporation (“Alabama National”) and results of operations as of the dates and for the periods indicated. All significant intercompany accounts and transactions have been eliminated. The accounting and reporting policies of Alabama National conform with accounting principles generally accepted in the United States of America and with general financial service industry practices.
The historical consolidated financial statements of Alabama National and the “FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA” derived from the historical consolidated financial statements of Alabama National 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 this Annual Report.
15
Selected Bank Financial Data
Alabama National’s success is dependent upon the financial performance of its subsidiary banks (the “Banks”). Alabama National, with input from the management of each Bank, establishes operating goals for each Bank. The following tables summarize selected financial information for 2002 and 2001 for each of the Banks.
SELECTED BANK FINANCIAL DATA
(Amounts in thousands, except ratios)
|
December 31, 2002 |
||||||||||||||||||||||||||||||||||||||||||||
|
National Bank of Commerce |
Alabama Exchange Bank |
Bank of Dadeville |
Citizens & Peoples Bank, N.A. |
First American Bank |
First Citizens Bank |
First Gulf Bank |
Peoples State Bank |
Public Bank |
Georgia State Bank |
Community Bank of Naples, N.A. |
||||||||||||||||||||||||||||||||||
|
Summary of Operations: |
||||||||||||||||||||||||||||||||||||||||||||
|
Interest income |
$ |
56,945 |
|
$ |
4,794 |
|
$ |
4,605 |
|
$ |
5,129 |
|
$ |
46,662 |
|
$ |
6,008 |
|
$ |
11,965 |
|
$ |
9,437 |
|
$ |
7,861 |
|
$ |
14,708 |
|
$ |
10,858 |
|
|||||||||||
|
Interest expense |
|
21,387 |
|
|
1,193 |
|
|
1,465 |
|
|
1,733 |
|
|
17,387 |
|
|
2,055 |
|
|
4,083 |
|
|
3,366 |
|
|
2,891 |
|
|
5,412 |
|
|
3,717 |
|
|||||||||||
|
Net interest income |
|
35,558 |
|
|
3,601 |
|
|
3,140 |
|
|
3,396 |
|
|
29,275 |
|
|
3,953 |
|
|
7,882 |
|
|
6,071 |
|
|
4,970 |
|
|
9,296 |
|
|
7,141 |
|
|||||||||||
|
Provision for loan and lease losses |
|
3,763 |
|
|
133 |
|
|
40 |
|
|
270 |
|
|
400 |
|
|
20 |
|
|
630 |
|
|
789 |
|
|
700 |
|
|
490 |
|
|
721 |
|
|||||||||||
|
Securities gains |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6 |
|
|
— |
|
|
29 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|||||||||||
|
Noninterest income |
|
36,464 |
|
|
643 |
|
|
733 |
|
|
795 |
|
|
12,624 |
|
|
917 |
|
|
3,668 |
|
|
1,284 |
|
|
2,131 |
|
|
2,569 |
|
|
1,233 |
|
|||||||||||
|
Noninterest expense |
|
47,392 |
|
|
2,370 |
|
|
1,823 |
|
|
2,349 |
|
|
27,850 |
|
|
2,334 |
|
|
7,108 |
|
|
4,000 |
|
|
3,952 |
|
|
6,601 |
|
|
3,552 |
|
|||||||||||
|
Net income |
|
14,292 |
|
|
1,190 |
|
|
1,402 |
|
|
988 |
|
|
9,258 |
|
|
1,901 |
|
|
2,524 |
|
|
1,733 |
|
|
1,525 |
|
|
3,179 |
|
|
2,581 |
|
|||||||||||
|
Balance Sheet Highlights: |
||||||||||||||||||||||||||||||||||||||||||||
|
At Period-End: |
||||||||||||||||||||||||||||||||||||||||||||
|
Total assets |
$ |
1,283,862 |
|
$ |
78,193 |
|
$ |
73,029 |
|
$ |
92,564 |
|
$ |
769,660 |
|
$ |
103,371 |
|
$ |
218,568 |
|
$ |
151,804 |
|
$ |
141,564 |
|
$ |
228,543 |
|
$ |
206,947 |
|
|||||||||||
|
Securities |
|
340,013 |
|
|
26,300 |
|
|
20,715 |
|
|
13,180 |
|
|
96,168 |
|
|
45,817 |
|
|
28,240 |
|
|
35,412 |
|
|
21,830 |
|
|
52,420 |
|
|
20,158 |
|
|||||||||||
|
Loans and leases, net of unearned income |
|
746,271 |
|
|
39,564 |
|
|
45,008 |
|
|
69,189 |
|
|
571,066 |
|
|
42,366 |
|
|
161,793 |
|
|
100,255 |
|
|
102,750 |
|
|
142,404 |
|
|
169,808 |
|
|||||||||||
|
Allowance for loan and lease losses |
|
10,417 |
|
|
668 |
|
|
644 |
|
|
975 |
|
|
9,335 |
|
|
615 |
|
|
2,263 |
|
|
1,810 |
|
|
1,564 |
|
|
2,013 |
|
|
2,400 |
|
|||||||||||
|
Deposits |
|
691,675 |
|
|
66,157 |
|
|
59,839 |
|
|
75,037 |
|
|
618,990 |
|
|
84,418 |
|
|
171,784 |
|
|
134,088 |
|
|
120,922 |
|
|
176,295 |
|
|
143,897 |
|
|||||||||||
|
Short-term debt |
|
60,000 |
|
|
— |
|
|
— |
|
|
4,000 |
|
|
28,000 |
|
|
7,000 |
|
|
17,000 |
|
|
4,000 |
|
|
— |
|
|
— |
|
|
13,000 |
|
|||||||||||
|
Long-term debt |
|
111,056 |
|
|
5,000 |
|
|
5,000 |
|
|
3,000 |
|
|
37,009 |
|
|
4,000 |
|
|
11,000 |
|
|
— |
|
|
8,000 |
|
|
15,000 |
|
|
16,000 |
|
|||||||||||
|
Stockholders' equity |
|
88,270 |
|
|
6,396 |
|
|
5,765 |
|
|
6,578 |
|
|
70,200 |
|
|
7,297 |
|
|
15,927 |
|
|
11,225 |
|
|
11,254 |
|
|
18,412 |
|
|
15,081 |
|
|||||||||||
|
Performance Ratios: |
||||||||||||||||||||||||||||||||||||||||||||
|
Return on average assets |
|
1.28 |
% |
|
1.51 |
% |
|
1.93 |
% |
|
1.17 |
% |
|
1.28 |
% |
|
1.95 |
% |
|
1.21 |
% |
|
1.20 |
% |
|
1.22 |
% |
|
1.39 |
% |
|
1.41 |
% |
|||||||||||
|
Return on average equity |
|
16.70 |
|
|
18.18 |
|
|
23.66 |
|
|
16.62 |
|
|
13.95 |
|
|
25.19 |
|
|
16.79 |
|
|
16.01 |
|
|
15.76 |
|
|
18.31 |
|
|
20.54 |
|
|||||||||||
|
Net interest margin |
|
3.44 |
|
|
5.05 |
|
|
4.75 |
|
|
4.39 |
|
|
4.46 |
|
|
4.41 |
|
|
4.13 |
|
|
4.51 |
|
|
4.30 |
|
|
4.41 |
|
|
4.48 |
|
|||||||||||
|
Capital and Liquidity Ratios: |
||||||||||||||||||||||||||||||||||||||||||||
|
Average equity to average assets |
|
7.69 |
|
|
8.33 |
|
|
8.17 |
|
|
7.02 |
|
|
9.19 |
|
|
7.72 |
|
|
7.23 |
|
|
7.52 |
|
|
7.73 |
|
|
7.57 |
|
|
6.86 |
|
|||||||||||
|
Leverage (4.00% required minimum) |
|
7.51 |
|
|
7.27 |
|
|
7.91 |
|
|
7.17 |
|
|
7.48 |
|
|
7.00 |
|
|
7.30 |
|
|
7.15 |
|
|
8.05 |
|
|
7.45 |
|
|
7.40 |
|
|||||||||||
|
Risk-based capital |
||||||||||||||||||||||||||||||||||||||||||||
|
Tier 1 (4.00% required minimum) |
|
9.96 |
|
|
13.35 |
|
|
12.54 |
|
|
9.74 |
|
|
9.14 |
|
|
13.50 |
|
|
10.06 |
|
|
11.00 |
|
|
9.88 |
|
|
11.59 |
|
|
9.60 |
|
|||||||||||
|
Total (8.00% required minimum) |
|
11.14 |
|
|
14.61 |
|
|
13.79 |
|
|
11.00 |
|
|
10.39 |
|
|
14.71 |
|
|
11.31 |
|
|
12.26 |
|
|
11.13 |
|
|
12.85 |
|
|
10.85 |
|
|||||||||||
|
Average loans and leases to average deposits |
|
119.67 |
|
|
59.27 |
|
|
75.73 |
|
|
88.42 |
|
|
92.72 |
|
|
52.22 |
|
|
96.14 |
|
|
81.81 |
|
|
86.16 |
|
|
75.56 |
|
|
112.07 |
|
|||||||||||
16
SELECTED BANK FINANCIAL DATA
(Amounts in thousands, except ratios)
|
December 31, 2001 |
||||||||||||||||||||||||||||||||||||||||||||
|
National Bank of Commerce |
Alabama Exchange Bank |
Bank of Dadeville |
Citizens & Peoples Bank, N.A. |
First American Bank |
First Citizens Bank |
First Gulf Bank |
Peoples State Bank |
Public Bank |
Georgia State Bank |
Community Bank of Naples, N.A. |
||||||||||||||||||||||||||||||||||
|
Summary of Operations: |
||||||||||||||||||||||||||||||||||||||||||||
|
Interest income |
$ |
66,266 |
|
$ |
5,326 |
|
$ |
5,254 |
|
$ |
4,340 |
|
$ |
37,547 |
|
$ |
6,653 |
|
$ |
12,897 |
|
$ |
10,417 |
|
$ |
7,222 |
|
$ |
14,936 |
|
$ |
10,144 |
|
|||||||||||
|
Interest expense |
|
35,830 |
|
|
1,811 |
|
|
2,285 |
|
|
2,529 |
|
|
18,537 |
|
|
3,189 |
|
|
5,936 |
|
|
4,903 |
|
|
3,480 |
|
|
7,305 |
|
|
4,607 |
|
|||||||||||
|
Net interest income . |
|
30,436 |
|
|
3,515 |
|
|
2,969 |
|
|
1,811 |
|
|
19,010 |
|
|
3,464 |
|
|
6,961 |
|
|
5,514 |
|
|
3,742 |
|
|
7,631 |
|
|
5,537 |
|
|||||||||||
|
Provision for loan and lease losses |
|
1,100 |
|
|
160 |
|
|
87 |
|
|
242 |
|
|
510 |
|
|
20 |
|
|
537 |
|
|
225 |
|
|
340 |
|
|
350 |
|
|
375 |
|
|||||||||||
|
Securities gains |
|
140 |
|
|
— |
|
|
— |
|
|
— |
|
|
15 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
11 |
|
|
80 |
|
|||||||||||
|
Noninterest income |
|
29,745 |
|
|
681 |
|
|
660 |
|
|
422 |
|
|
8,065 |
|
|
804 |
|
|
2,900 |
|
|
1,040 |
|
|
1,406 |
|
|
2,149 |
|
|
1,038 |
|
|||||||||||
|
Noninterest expense |
|
41,513 |
|
|
2,252 |
|
|
1,651 |
|
|
1,578 |
|
|
17,915 |
|
|
2,124 |
|
|
5,924 |
|
|
4,251 |
|
|
3,131 |
|
|
5,343 |
|
|
3,152 |
|
|||||||||||
|
Net income |
|
12,299 |
|
|
1,225 |
|
|
1,353 |
|
|
275 |
|
|
5,918 |
|
|
1,638 |
|
|
2,224 |
|
|
| |||||||||||||||||||||