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 Commission File No. 2-78572
December 31, 2001
UNITED BANCORPORATION OF ALABAMA, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 63-0833573
--------------------------------- -----------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
P.O. Drawer 8, Atmore, Alabama 36504
----------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (251) 368-2525
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, Par Value $.01 Per Share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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. [ ]
Aggregate market value of voting stock held by nonaffiliates as of March 20,
2002 was $33,225,148 based upon the price reported to the registrant at which
the stock was sold on that date and using beneficial ownership of stock rules
adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to exclude
voting stock owned by directors and executive officers, some of whom might not
be held to be affiliates upon judicial determination.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Common Stock Par Value Outstanding at March 20,2002
------------ --------- ------------------------------
Class A..........$.01 1,098,352 Shares*
Class B..........$.01 0 Shares
*Excludes 61,929 shares held as treasury stock.
2
PART I
ITEM 1. BUSINESS
United Bancorporation of Alabama, Inc. (the "Corporation") is a one-bank holding
company, that is a financial holding company, with headquarters in Atmore,
Alabama. The Corporation was incorporated under the laws of Delaware on March 8,
1982 for the purpose of acquiring all of the issued and outstanding capital
stock of The Bank of Atmore, Atmore, Alabama ("Atmore") and Peoples Bank, Frisco
City, Alabama ("Peoples"). Atmore was merged into United Bank of Atmore, a
wholly-owned subsidiary of the Corporation, and Peoples was merged into United
Bank of Frisco City ("Frisco City"), also a wholly-owned subsidiary of the
Corporation, later in 1982. Effective March 30, 1984, Frisco City merged into
United Bank of Atmore, which had previously changed its name to simply "United
Bank."
The Corporation and its subsidiary, United Bank (herein "United Bank" or the
"Bank"), operate primarily in one business segment, commercial banking. United
Bank contributes substantially all of the total operating revenues and
consolidated assets of the Corporation. The Bank serves its customers from nine
full service banking offices located in Atmore, Frisco City, Monroeville,
Flomaton, Foley, Lillian, Bay Minette, Silverhill, and Magnolia Springs Alabama,
a drive up facility in Atmore, and a loan production office in Jay, Florida.
United Bank offers a broad range of banking services. Services to business
customers include providing checking and time deposit accounts and various types
of lending services. Services provided to individual customers include checking
accounts, NOW accounts, money market deposit accounts, statement savings
accounts, repurchase agreements and various other time deposit savings programs
and loans, including business, personal, automobile, home and home improvement
loans. United Bank offers securities brokerage services, Visa and Master Card,
multi-purpose, nationally recognized credit card services, and trust services
through Morgan Trust of Chattanooga, Tennessee. The Bank also offers internet
banking, bill pay and online brokerage services at its web site,
www.ubankal.com. The Bank also owns an insurance agency, United Insurance
Services Inc., which opened and began business in the last half of 2001.
Competition - The commercial banking business is highly competitive and United
Bank competes actively with state and national banks, savings and loan
associations, insurance companies, brokerage houses, and credit unions in its
market areas for deposits and loans. In addition, United Bank competes with
other financial institutions, including personal loan companies, leasing
companies, finance companies and certain governmental agencies, all of which
engage in marketing various types of loans and other services. The regulatory
environment affects competition in the bank business as well.
3
Employees - The Corporation and its subsidiary had approximately 119 full-time
equivalent officers and employees at December 31, 2001. All of the employees are
engaged in the operations of United Bank, its subsidiary, or the Corporation.
The Corporation considers its employee relations good, and has not experienced
and does not anticipate any work stoppage attributable to labor disputes.
Supervision, Regulation and Government Policy - Bank holding companies, banks
and many of their nonbank affiliates are extensively regulated under both
federal and state law. The following brief summary of certain statutes, rules
and regulations affecting the Corporation and the Bank is qualified in its
entirety by reference to the particular statutory and regulatory provisions
referred to below, and is not intended to be an exhaustive description of the
statutes or regulations applicable to the Corporation's business. Any change in
applicable law or regulations could have a material effect on the business of
the Corporation and its subsidiary. Supervision, regulation and examination of
banks by bank regulatory agencies are intended primarily for the protection of
depositors rather than holders of Corporation common stock.
The Corporation is registered as a bank holding company with the Board
of Governors of the Federal Reserve System (the "Federal Reserve") under the
Bank Holding Company Act of 1956, as amended (the "BHC Act"). As such, the
Corporation is subject to the supervision, examination, and reporting
requirements in the BHC Act and the regulations of the Federal Reserve. The
Corporation is a "Financial Holding Company" (FHC). See discussion of the
Gramm-Leach-Bliley Financial Services Modernization Act below.
The BHC Act requires every bank holding company to obtain the prior
approval of the Federal Reserve before it may acquire substantially all of the
assets of any bank or control of any voting shares of any bank, if, after such
acquisition, it would own or control, directly or indirectly, more than 5% of
the voting shares of such bank. The BHC Act requires the Federal Reserve to
consider, among other things, anticompetitive effects, financial and managerial
resources and community needs in reviewing such a transaction. Under the
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, enacted in
September 1994, bank holding companies were permitted to acquire banks located
in any state without regard to whether the transaction is prohibited under any
state law (except that states may establish a minimum age of not more than five
years for local banks subject to interstate acquisitions by out-of-state bank
holding companies), and interstate branching was permitted beginning June 1,
1997 in certain circumstances.
With the prior approval of the Superintendent of the Alabama State
Department of Banking ("Superintendent") and their primary federal regulators,
state banks are entitled to expand by branching within Alabama.
4
The Corporation is a legal entity separate and distinct from the Bank.
Various legal limitations restrict the Bank from lending or otherwise supplying
funds to the Corporation. Such transactions, including extensions of credit,
sales of securities or assets and provision of services, also must be on terms
and conditions consistent with safe and sound banking practices, including
credit standards, that are substantially the same or at least as favorable to
the Bank as prevailing at the time for transactions with unaffiliated companies.
Also, as a subsidiary of a bank holding company, the Bank is generally
prohibited from conditioning the extension of credit or other services, or
conditioning the lease or sale of property, on the customer's agreement to
obtain or furnish some additional credit, property or service from or to such
subsidiary or an affiliate.
The Bank is a state bank, subject to state banking laws and regulation,
supervision and regular examination by the Alabama State Department of Banking
(the "Department"), and as a member of the Bank Insurance Fund ("BIF") of the
Federal Deposit Insurance Corporation (the "FDIC"), is also subject to FDIC
regulation and examination. The Bank is not a member of the Federal Reserve
System. Areas subject to federal and state regulation include dividend payments,
reserves, investments, loans, interest rates, mergers and acquisitions, issuance
of securities, borrowings, establishment of branches and other aspects of
operation, including compliance with truth-in-lending and usury laws, and
regulators have the right to prevent the development or continuance of unsafe or
unsound banking practices regardless of whether the practice is specifically
proscribed or otherwise violates law.
Dividends from United Bank constitute the major source of funds for the
Corporation. United Bank is subject to state law restrictions on its ability to
pay dividends, including the general restrictions that dividends in excess of
90% of United Bank's net earnings,(as defined by statute) may not be declared or
paid unless United Bank's surplus is at least equal to 20% of its capital, and
that the prior written approval of the Superintendent is required if the total
of all dividends declared in any calendar year exceeds the total of United
Bank's net earnings of that year combined with its retained net earnings of the
preceding two years, less any required transfers to surplus. United Bank is
subject to restrictions under Alabama law which also prohibit any dividends from
being made from surplus without the Superintendent's prior written approval.
Federal bank regulatory agencies also have the general authority to limit the
dividends paid by insured banks and bank holding companies if such payment is
deemed to constitute an unsafe and unsound practice. Federal law provides that
no dividends may be paid which would render the Bank undercapitalized. United
Bank's ability to make funds available to the Corporation also is subject to
restrictions imposed by federal law on the ability of a bank to extend credit to
its parent company, to purchase the assets thereof, to issue a guarantee,
acceptance or letter of credit on behalf thereof or to invest in the stock or
securities thereof or to take such stock or securities as collateral for loans
to any borrower.
5
The Bank is also subject to the requirements of the Community
Reinvestment Act of 1977 ("CRA"). The CRA and the regulations implementing the
CRA are intended to encourage regulated financial institutions to help meet the
credit needs of their local community, including low and moderate-income
neighborhoods, consistent with the safe and sound operation of financial
institutions. The regulatory agency's assessment of the Bank's CRA record is
made available to the public.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") recapitalized the BIF and included numerous substantially revised
statutory provisions. FDICIA established five capital tiers for insured
depository institutions: "well capitalized", "adequately capitalized",
"undercapitalized", "significantly undercapitalized", and "critically
undercapitalized", as defined by regulations adopted by the Federal Reserve, the
FDIC and other federal depository institution regulatory agencies. At December
31, 2001, the Bank was "well capitalized" and was not subject to restrictions
imposed for failure to satisfy applicable capital requirements. BIF premiums for
each member financial institution depend upon the risk assessment classification
assigned to the institution by the FDIC.
Banking is a business that primarily depends on interest rate
differentials. In general, the difference between the interest rate paid by a
bank on its deposits and other borrowings and the interest rate received by the
bank on its loans and securities holdings constitutes the major portion of the
bank's earnings. As a result, the earnings and business of the Corporation are
and will be affected by economic conditions generally, both domestic and
foreign, and also by the policies of various regulatory authorities having
jurisdiction over the Corporation and the Bank, especially the Federal Reserve.
The Federal Reserve, among other functions, regulates the supply of credit and
deals with general economic conditions within the United States. The instruments
of monetary policy employed by the Federal Reserve for those purposes influence
in various ways the overall level of investments, loans and other extensions of
credit and deposits and the interest rates paid on liabilities and received on
assets.
The enactment of the Gramm-Leach-Bliley Financial Services Modernization Act
(the "GLB Act") on November 12, 1999 represented an important development in the
powers of banks and their competitors in the financial services industry by
removing many of the barriers between commercial banking, investment banking,
securities brokerages and insurance. Inter-affiliation of many of these formerly
separated businesses is expected by many commentators. The GLB Act includes
significant provisions regarding the privacy of financial information. These new
financial privacy provisions generally require a financial institution to adopt
a privacy policy regarding its practices for sharing nonpublic personal
information and to disclose such policy to their customers, both at the time the
customer relationship is established and at least annually during the
6
relationship. These provisions also prohibit the Company from disclosing
nonpublic personal financial information to third parties unless customers have
the opportunity to opt out of the disclosure. The GLB Act gives the Federal
Reserve broad authority to regulate FHCs, but provides for functional regulation
of subsidiary activities by the Securities Exchange Commission, Federal Trade
Commission, state insurance and securities authorities and similar regulatory
agencies.
Selected Statistical Information - The following tables set forth certain
selected statistical information concerning the business and operations of the
Corporation and its wholly-owned subsidiary, United Bank, as of December 31,
2001 and 2000. Averages referred to in the following statistical information are
generally average daily balances.
AVERAGE CONSOLIDATED BALANCE SHEETS
2001 and 2000
(Dollars In Thousands)
Assets 2001 2000
------ ---------- ----------
Cash and due from banks $ 7,916 $ 8,244
Interest-bearing deposits with
other financial institutions 3,867 818
Federal funds sold and repurchase
agreements 2,122 6,505
Taxable securities available for sale 30,072 36,368
Tax-exempt securities available for sale 19,233 13,248
Taxable investment securities held to
maturity 0 4,900
Tax-exempt investment securities held
to maturity 0 10,006
Loans, net 146,868 131,596
Premises and equipment, net 4,626 4,866
Interest receivable and other assets 4,071 3,691
---------- ----------
Total assets $ 218,775 220,242
========== ==========
Liabilities and Stockholders' Equity
Demand deposits - noninterest-bearing $ 30,425 29,622
Demand deposits - interest-bearing 29,069 43,580
Savings deposits 14,917 15,013
Time deposits 102,003 91,937
Other borrowed funds 8,403 8,949
Repurchase agreements 11,628 10,666
Accrued expenses and other liabilities 1,959 1,573
---------- ----------
Total liabilities 198,404 201,340
---------- ----------
Stockholders' equity:
Common Stock 12 12
Surplus 5,008 4,918
Retained earnings 15,805 14,434
Less shares held in treasury,
At cost (454) (462)
---------- ----------
Total stockholders' equity 20,371 18,902
---------- ----------
Total liabilities and
stockholders' equity $ 218,775 220,242
========== ==========
7
Analysis of Net Interest Earnings: The following table sets forth interest
earned and the average yield on the major categories of the Corporation's
interest-earning assets and interest-bearing liabilities(Dollars in Thousands).
Average
Interest Rates
Average Income/ Earned/
2001 Balance Expense Paid
---- ---------- ---------- ----------
Loans, net (1) $ 146,868 13,030 8.87%
Taxable securities available for sale 30,072 2,003 6.66
Tax exempt sec. available for sale (2) 19,233 1450 7.53
Federal funds sold and repurchase 2,122 99 4.67
Interest-bearing deposits with other 3,867 138 3.56
Financial institutions
---------- ---------- ----------
Total interest-earning assets $ 202,162 16,720 8.27%
========== ========== ==========
Savings deposits and demand
deposits - interest-bearing $ 43,986 1,063 2.42%
Time deposits 102,003 5,575 5.46
Repurchase agreements 11,628 362 3.11
Other borrowed funds 8,403 450 5.36
---------- ---------- ----------
Total interest-bearing liabilities $ 166,020 7,450 4.49%
========== ========== ==========
Net interest income/net yield
on interest-earning assets $ 9,270 4.59%
========== ==========
Average
Interest Rates
Average Income/ Earned/
2000 Balance Expense Paid
---- ---------- ---------- ----------
Loans, net (1) $ 131,596 13,004 9.88%
Taxable securities available for sale 36,368 2,387 6.56
Tax exempt sec. available for Sale (2) 13,248 986 7.44
Taxable securities held to maturity 4,900 319 6.51
Tax exempt held to maturity (2) 10,006 745 7.45
Federal funds sold and repurchase
agreements 6,505 457 7.02
---------- ---------- ----------
Total interest-earning assets $ 202,623 17,898 8.83%
========== ========== ==========
Savings deposits and demand
deposits - interest-bearing $ 58,593 2,173 3.71%
Time deposits 91,937 5,253 5.71
Repurchase agreements 10,666 587 5.50
Other borrowed funds 8,949 542 6.05
---------- ---------- ----------
Total interest-bearing liabilities $ 170,145 8,555 5.03%
========== ========== ==========
Net interest income/net yield
on interest-earning assets $ 9,343 4.61%
========== ==========
(1) Loans on nonaccrual status have been included in the computation of
average balances.
(2) Yields on tax-exempt obligations have been computed on a full federal
tax-equivalent basis using an income tax rate of 34% for 2001 and 2000.
8
Analysis of Changes in Interest Income and Interest Expense: The following is an
Analysis of the dollar amounts of changes in interest income and interest
expense due to changes in rates and volume for the periods indicated.
(Dollars in Thousands)
Average Balances
Interest Income
Expense Variance As to
-------------------- --------------------
2001 2000 2001 2000 Variance Rate Volume
-------- ------- ------ ------ -------- ------ ------
$146,868 131,596 Loans (Net) 13,030 13,004 26 (192) 218
30,072 36,368 Taxable Securities AFS(1) 2,003 2,387 (384) 37 (421)
19,233 13,248 Tax Exempt Securities AFS(2) 1,450 986 464 12 452
0 4,900 Taxable Securities HTM(3) 0 319 (319) (0) (319)
0 10,006 Tax Exempt HTM(2) 0 745 (745) (0) (745)
2,122 6,505 Fed Funds Sold 99 398 (299) (99) (200)
3,867 818 Interest Bearing Deposits 138 59 79 (12) 91
202,162 202,623 Total Interest Earning Assets 16,720 17,898 (1,178) (787) (391)
Savings and Interest Bearing
43,986 58,593 Demand Deposits 1,063 2,173 (1,109) (649) (460)
102,003 91,937 Other Time Deposits 5,575 5,253 322 (213) 535
8,403 8,949 Other Borrowed Funds 450 543 (93) (60) (33)
11,628 10,666 Repurchase Agreements 362 587 (225) (285) 60
166,020 170,145 Total Int Bearing Liabilities 7,450 8,555 (1,105) (1,201) 102
The variance of interest due to both rate and volume has been allocated
proportionately to the rate and the volume components based on the relationship
of the absolute dollar amounts of the change in each.
(1) Available for Sale (AFS)
(2) Yields on tax-exempt obligations have been computed on a full federal
tax equivalent basis using an income tax rate of 34% for 2001 and 2000.
(3) Held to Maturity (HTM)
9
Analysis of Changes in Interest Income and Interest Expense: The following is an
Analysis of the dollar amounts of changes in interest income and interest
expense due to changes in rates and volume for the periods indicated.
(Dollars in Thousands)
Average Balances
(Dollars in Thousands)
Average Balances
Interest Income
Expense Variance As to
-------------------- ---------------
2000 1999 2000 1999 Variance Rate Volume
-------- ------- ------ ------ -------- ---- ------
$131,596 120,323 Loans (Net) 13,004 11,594 1,410 296 1,114
36,368 36,673 Taxable Securities AFS(1) 2,387 2,144 243 266 (23)
13,248 10,369 Tax Exempt Securities AFS(2) 986 753 233 19 214
4,900 5,473 Taxable Securities HTM(3) 319 342 (23) 0 (23)
10,006 10,730 Tax Exempt HTM(2) 745 797 (52) 0 (52)
6,505 3,554 Fed Funds Sold 457 235 222 15 207
0 0 Interest Bearing Deposits 0 0 0 0 0
202,623 187,122 Total Interest Earning Assets 17,898 15,865 2,033 596 1,437
Savings and Interest Bearing
58,593 51,717 Demand Deposits 2,173 1,640 533 299 234
91,937 83,272 Other Time Deposits 5,253 4,238 1,015 547 468
8,949 10,233 Other Borrowed Funds 542 559 (17) 1 (18)
10,666 11,833 Repurchase Agreements 587 498 89 125 (36)
170,145 157,055 Total Int Bearing Liabilities 8,555 6,935 1,620 972 648
The variance of interest due to both rate and volume has been allocated
proportionately to the rate and the volume components based on the relationship
of the absolute dollar amounts of the change in each.
(1) Available for Sale (AFS)
(2) Yields on tax-exempt obligations have been computed on a full federal
tax equivalent basis using an income tax rate of 34% for 2000 and 1999.
(3) Held to Maturity (HTM)
10
Investments - The investment policy of United Bank provides that funds that are
not otherwise needed to meet the loan demand of United Bank's market area can
best be invested to earn maximum return for the Bank, yet still maintain
sufficient liquidity to meet fluctuations in the Bank's loan demand and deposit
structure. With the adoption of FAS 133, effective January 1, 2001, the Bank
elected to move all investments held to maturity to available for sale. The
Bank's current loan policy establishes the gross optimal loan to deposit ratio
as being 85%. This ratio as of December 31, 2001 was 82.76%. Growth in the loan
portfolio is driven by general economic conditions and the availability of loans
meeting the Bank's credit quality standards. Management expects that funding for
any growth in the loan portfolio would come from deposit growth, reallocation of
maturing investments and advances from the Federal Home Loan Bank (FHLB).
Securities Portfolio - The Bank's investment policy as approved by the Board of
Directors dictates approved types of securities and the conditions under which
they may be held. Attention is paid to the maturity and risks associated with
each investment. The distribution reflected in the tables below could vary with
economic conditions which could shorten or lengthen maturities. Management
believes the level of credit and interest rate risks inherent in the securities
portfolio is low.
Investment Securities Held to Maturity
December 31, 2001 and 2000
(Dollars in Thousands)
2001 2000
--------------------- --------------------
Amortized Amortized
Cost % Cost %
--------- ------- --------- -------
U.S. Government Agencies $ 0 0 $ 2,995 21.4
Mortgage Backed Securities 0 0 1,683 12.1
State and Municipal 0 0 9,297 66.5
------ ---- -------- ------
Total Amortized Cost $ 0 0% $ 13,975 100.0%
====== ==== ======== ======
11
Maturity Distribution of Investment Securities Held to Maturity
The following table sets forth the distribution of maturities of investment
securities.
December 31, 2001 and 2000
(Dollars in Thousands)
2001 2000
--------------------- ----------------------
Amortized Weighted Amortized Weighted
Cost Avg Yld Cost Avg Yld
--------- --------- --------- --------
U.S. Government Agencies
5 - 10 years $ 0 0 $ 2,995 6.51%
-------- -------- -------- ------
$ 0 0 $ 2,995 6.51%
======== ======== ======== ======
State & Municipal (1)
Within one year $ 0 0 $ 450 7.72%
1 - 5 years 0 0 2,166 7.66%
5 - 10 years 0 0 3,603 7.50%
After 10 years 0 0 3,078 8.08%
-------- -------- -------- ------
Total $ 0 0% $ 9,297 7.74%
======== ======== ======== ======
Mortgage Backed
Securities
1 - 5 years $ 0 0% $ 124 6.01%
5 - 10 years 0 0 1,003 6.67
After 10 years 0 0 556 7.47
-------- -------- -------- ------
Total $ 0 0% $ 1,683 6.89%
======== ======== ======== ======
Total Yield 0% 7.37%
======== ======
Total Amortized Cost $ 0 $ 13,975
======== ========
(1) Yields on tax-exempt obligations have been computed on a full federal
tax-equivalent basis using an income tax rate of 34%.
12
The following table sets forth the amortized cost of the Available for Sale
investment portfolio.
Investment Securities Available for Sale
December 31, 2001 and 2000
(Dollars in Thousands)
2001 2000
-------------------- --------------------
Amortized Amortized
Cost % Cost %
--------- -------- --------- --------
U.S. Treasury $ 1,506 3.7% $ 6,551 14.2%
U.S. Government Agencies 2,088 5.1 4,192 9.1
Mortgage Backed Securities 18,050 43.8 22,905 49.6
State and Municipal 18,532 45.0 12,010 26.0
Other 992 2.4 503 1.1
-------- -------- -------- --------
Total $ 41,168 100.0% $ 46,161 100.0%
======== ======== ======== ========
13
Maturity Distribution of Investment Securities Available for Sale
The following table sets forth the distribution of maturities of investment
securities available for sale.
December 31, 2001 and 2000
(Dollars in Thousands)
2001 2000
---------------------------- ----------------------------
Amortized Weighted Amortized Weighted
Cost Avg Yld Cost Avg Yld
------------ ------------ ------------ ------------
U.S. Treasury Securities
Within one year $ 1,007 6.21% $ 2,011 6.03%
1 - 5 years 499 5.51 4,540 5.95
------------ ------------ ------------ ------------
$ 1,506 5.97 $ 6,551 5.97
============ ============ ============ ============
U.S. Government Agencies
excluding Mortgage Backed
Securities
1 - 5 years $ 1,000 2.46 $ 2,000 6.27
5 - 10 years 500 8.00 500 8.00
After 10 years 588 8.00 1,692 7.79
------------ ------------ ------------ ------------
Total $ 2,088 5.34% $ 4,192 7.09%
============ ============ ============ ============
Mortgage Backed Securities
Within one year $ 0 0% $ 92 8.50%
1 - 5 years 250 6.50 346 6.39
5 - 10 years 3,503 6.28 1,430 6.81
After 10 years 14,297 6.45 22,905 6.79
------------ ------------ ------------ ------------
Total $ 18,050 6.42% $ 22,905 6.79%
============ ============ ============ ============
State & Municipal (1)
Less than 1 year $ 175 8.55% $ 0 0
1 - 5 years 3,153 7.45 676 7.99
5 - 10 years 5,441 7.53 2,709 7.74
After 10 years 9,763 7.64 8,625 7.67
------------ ------------ ------------ ------------
Total $ 18,532 7.58% 12,010 7.70%
============ ============ ============ ============
Continued on next page..
14
Continued from previous page
2001 2000
---------------------------- ---------------------------
Amortized Weighted Amortized Weighted
Cost Avg Yld Cost Avg Yld
------------ ------------ ------------ ------------
Other Securities
1 - 5 years $ 503 6.22 $ 503 6.25
5 - 10 years 489 5.49 0 0.00
------------ ------------ ------------ ------------
Total $ 992 5.86% $ 1,178 7.11%
============ ============ ============ ============
Total Yield 6.86% 6.94%
============ ============
Total amortized cost $ 41,168 $ 46,161
============ ============
(1) Yields on tax-exempt obligations have been computed on a full federal
tax-equivalent basis using an income tax rate of 34% for 2001 and 2000.
Relative Lending Risk - United Bank is located in a primarily rural market
composed of lower to middle income families. The primary economic influence in
the area is timber and agricultural production, and the Bank's loan portfolio is
reflective of this market. The banks expansion into Baldwin County, Alabama
reduces exposure to these sectors due to the diversification in this new market.
The Bank's ratio of loans to assets or deposits is comparable to its peer banks
serving similar markets.
The risks associated with the Bank's lending are primarily interest rate risk
and credit risks from concentrations or quality of loans.
Interest rate risk is a function of the maturity of the loan and method of
pricing. The Bank's loan maturity distribution reflects 37.25% of the portfolio
maturing in one year or less. In addition, 31.96% of all loans float with an
interest rate index. The maturity distribution and floating rate loans help
protect the Bank from unexpected interest rate changes.
Loan concentrations present different risk profiles depending on the type of
loan. The majority of all types of loans offered by the Bank are collateralized.
Regardless of the type of loan, collateralized lending is based upon an
evaluation of the collateral and repayment ability of the borrower. Loan policy,
as approved by the Board of Directors of the Bank, establishes collateral
guidelines for each type of loan.
Small banks located in one community experience a much higher risk due to the
dependence on the economic viability of that single community. United Bank is
more geographically diverse than some of its local community banking
competitors. With offices in ten communities, risks associated with the effects
of major economic disruptions in one community is somewhat mitigated. This
geographic diversity affects all types of loans and plays a part in the Bank's
risk management.
Each type of loan exhibits unique profiles of risk that could threaten
repayment.
Commercial lending requires an understanding of the customers' business and
financial performance. The Bank's commercial customers are primarily small to
middle market enterprises. The larger commercial accounts are managed by the
Senior Commercial Officer. Risks in this category are primarily
15
economic. Shifts in local and regional conditions could have an effect on
individual borrowers; but as previously mentioned, the Bank attempts to spread
this risk by serving multiple communities. As with the other categories, these
loans are typically collateralized by assets of the borrower. In most
situations, the personal assets of the business owners also collateralize the
credit.
Agricultural lending is a specialized type of lending for the Bank. Due to the
unique characteristics in this type of loan, the Bank has loan officers
dedicated to this market. Collateral valuation and the experience of the
borrower play heavily into the approval process. This loan category includes
financing equipment, crop production, timber, dairy operations and others. Given
the broad range of loans offered, it is difficult to generalize risks in
agricultural lending. The area of greatest attention and risk is crop production
loans. Risks associated with catastrophic crop losses are mitigated by crop
insurance, government support programs, experience of the borrower, collateral
other than the crop and the borrower's other financial resources. Routine
visitations and contact with the borrower help inform the Bank about crop
conditions.
Real estate loans, whether they are construction or mortgage, generally have
lower delinquency rates than other types of loans in the portfolio. The Bank
makes very few long term, fixed rate mortgage loans; however, it does offer
loans with repayment terms based on amortization of up to 15 years with balloon
features of shorter durations. The Bank also offers several different long-term
mortgage programs provided by third party processors.
Installment loans are generally collateralized. Given the small dollar exposure
on each loan, the risk of a significant loss on any one credit is limited.
Pricing and close monitoring of past due loans enhance the Bank's returns from
this type of loan and minimize risks.
An average loan in the loan portfolio at December 31, 2001 is approximately
$34,484, an increase of $3,017 from 2000. This continued increase in the average
loan size is due to the shift of loans to commercial real estate, financial,
agricultural, and 1-4 family residential loans from the installment loan portion
of the portfolio. The Bank expects this growth to continue as long as the local
markets continue to grow and prosper.
16
Maturities and sensitivity to change in interest rates in the Corporation's loan
portfolio are as follows:
LOAN PORTFOLIO MATURITIES
December 31, 2001
(Dollars in Thousands)
REMAINING MATURITY
-----------------------------------------
One- After
One Year Five Five
or Less Years Years Total
-------- -------- -------- --------
Commercial, Financial
and agricultural $ 33,289 47,414 17,178 97,881
Real estate - construction 6,100 1,278 0 7,378
Real estate - mortgage 9,117 13,718 4,399 27,234
Installment loans to
individuals 9,253 7,039 261 16,553
-------- -------- -------- --------
Total $ 57,759 69,449 21,838 149,046
======== ======== ======== ========
SENSITIVITY TO CHANGES IN INTEREST RATES
LOANS DUE AFTER ONE YEAR
(Dollars in Thousands)
Predetermined Floating
Rate Rate Total
------------- -------- --------
Commercial, financial
and agricultural $ 38,898 $ 26,040 $ 64,938
Real estate - construction 1,278 0 1,278
Real estate - mortgage 12,351 5,766 18,117
Installment loans to
individuals 4,758 2,542 7,300
For additional information regarding interest rate sensitivity see Interest Rate
Sensitivity in Item 7 below and Item 7A below.
Non-performing Assets: The Corporation adopted the provisions of SFAS 114,
Accounting by Creditors for Impairment of a Loan, as amended by SFAS 118,
Accounting by Creditors for Impairment of a Loan--Income Recognition and
Disclosures on January 1, 1995. Under the provisions of SFAS 114 and 118,
management considers a loan to be impaired when it is probable that the
Corporation will be unable to collect all amounts due according to the
contractual terms of the loan agreement. When a loan is considered impaired, the
amount of impairment is measured based on the present value of expected future
cash flows discounted at the note's effective interest rate. If the loan is
collateral-dependent, the fair value of the collateral is
17
used to determine the amount of impairment. Impairment losses are included in
the allowance for loan losses through a charge to the provision for loan losses.
Subsequent recoveries are added to the allowance. Impaired loans are charged to
the allowance when such loans are deemed to be uncollectible. At December 31,
2001, pursuant to the definition within SFAS 114, the Bank had no impaired
loans.
The following table sets forth the Corporation's non-performing assets at
December 31, 2001 and 2000. Under the Corporation's nonaccrual policy, a loan is
placed on nonaccrual status when collectibility of principal and interest is in
doubt or when principal and interest is 90 days or more past due.
Description
2001 2000
-------- -------
(Dollars in Thousands)
(A) Loans accounted for on $ 2,185 $ 386
a nonaccrual basis
(B) Loans which are contractually
past due ninety days or more
as to interest or principal
payments (excluding balances
included in (A) above). 18 14
(C) Loans, the terms of which have
been renegotiated to provide
a reduction or deferral of
interest or principal because
of a deterioration in the
financial position of the
borrower. 0 69
(D) Other non-performing assets 556 158
-------- -------
Total $ 2,759 $ 627
======== =======
If nonaccrual loans in (A) above had been current throughout their term,
interest income would have been increased by $124,142 and $48,630 for 2001 and
2000, respectively. Of the assets in (D) above, at the end of 2001 $195,033 was
other real estate owned (OREO) and $361,493 was repossessed collateral, and in
2000 $195,033 was OREO and $35,322 was repossessed collateral. The increase in
nonaccrual loans is primarily due to two borrowers, one with a balance of
$599,479 of which $402,975 is guaranteed by the Small Business Administration,
and the other of which has a balance of $861,486 and is a borrower in bankruptcy
currently making monthly payments per the reorganization plan.
At December 31, 2001, loans with a total outstanding balance of $4,127,632 were
considered potential problem loans compared to $3,014,795 as of 12/31/00.
Potential problem loans consist of those loans for which management is
monitoring performance or has concerns has doubts as to the borrower's ability
to comply with present loan repayment terms.
There may be additional loans in the Bank's portfolio that may become classified
as conditions dictate. However, management is not aware of any such loans that
are material in amount at December 31, 2001. Regulatory
18
examiners may require the Bank to recognize additions to the allowance based
upon their judgments about information available to them at the time of their
examination.
Loan Concentrations: On December 31, 2001, the Corporation had $19,089,172 of
agriculture-related loans as compared to $14,871,440 in 2000. Agriculture loans
accounted for $0 and $75,106 of nonaccrual loans in 2001 and 2000, respectively.
Summary of Loan Loss Experience
2001 2000 1999
---------- ---------- ----------
Average amount of loans
outstanding, net $ 146,868 $ 131,596 $ 120,323
========== ========== ==========
Allowance for loan
losses, beginning January 1 $ 1,939 $ 1,676 $ 1,428
---------- ---------- ----------
Losses charged off:
Commercial, financial
and agricultural (176) (39) (27)
Real estate - mortgage (49) (27) (0)
Installment loans to
individuals (255) (186) (270)
---------- ---------- ----------
Total charged off (480) (252) (297)
Recoveries during the period:
Commercial, financial and
agricultural 20 6 13
Real estate - mortgage 0 2 0
Installment loans to individuals 34 32 36
---------- ---------- ----------
Total recoveries 54 40 49
(426) (212) (248)
Additions to the allowance
charged to operations 480 475 496
---------- ---------- ----------
Total allowance, ending
December 31 $ 1,993 $ 1,939 $ 1,676
========== ========== ==========
Ratio of net charge offs during
the period to average loans
outstanding .29% .16% .21%
Allowance for Loan Losses: The allowance for loan losses is maintained at a
level which, in management's opinion, is appropriate to provide for estimated
losses in the portfolio at the balance sheet date. Factors considered in
determining the adequacy of the allowance include historical loan loss
experience, the amount of past due loans, loans classified from the most recent
regulatory examinations and internal reviews, general economic conditions and
the current portfolio mix. The amount charged to
19
operating expenses is that amount necessary to maintain the allowance for loan
losses at a level indicative of the associated risk, as determined by
management, of the current portfolio.
The allowance for loan losses consists of two portions: the classified portion
and the nonclassified portion. The classified portion is based on identified
problem loans and is calculated based on an assessment of credit risk related to
those loans. Specific loss estimate amounts are included in the allowance based
on assigned classifications as follows: substandard (15%), doubtful (50%), and
loss (100%).
The nonclassified portion of the allowance is for inherent losses which probably
exist as of the evaluation date even though they may not have been identified by
the more objective processes for the classified portion of the allowance. This
is due to the risk of error and inherent imprecision in the process. This
portion of the allowance is particularly subjective and requires judgments based
upon qualitative factors, which do not lend themselves to exact mathematical
calculations. Some of the factors considered are changes in credit
concentrations, loan mix, historical loss experience, and general economic
environment in the Company's markets.
While the total allowance is described as consisting of a classified and a
nonclassified portion, these terms are primarily used to describe a process.
Both portions are available to support inherent losses in the loan portfolio.
Management realizes that general economic trends greatly effect loan losses, and
no assurances can be made that future charges to the allowance for loan losses
will not be significant in relation to the amount provided during a particular
period, or that future evaluations of the loan portfolio based on conditions
then prevailing will not require sizable charges to income. Management does,
however, consider the allowance for loan losses to be appropriate for the
reported periods. The Company has allocated proportionately the nonclassified
portion of the allowance to the individual loan categories for purposes of the
loan loss allowance table below.
The allocated portion of the loan loss provision is summarized in the following
table for the relative periods.
The table below reflects an allocation of the allowance for the years ended
December 31, 2001 and 2000. The allocation represents an estimate for each
category of loans based upon historical experience and management's judgement.
Loans as a
Allowance percent of total
------------------- --------------------
2001 2000 2001 2000
-------- -------- -------- --------
Commercial,
Financial &
Agricultural $ 1,312 $ 1,198 65.8% 61.8%
Real Estate -
Construction 97 108 4.9 5.6
Real Estate -
Mortgage 363 384 18.2 19.8
Installment Loans 221 249 11.1 12.8
-------- -------- -------- --------
Total Allowance $ 1,993 $ 1,939 100.0% 100.0%
======== ======== ======== ========
20
Delinquent Loan Policy: Installment loans are placed on nonaccrual when the loan
is three payments past due. Single-date maturity notes are placed on nonaccrual
status when such notes are delinquent for 90 days. Delinquent commercial loans
are placed on nonaccrual status when the loan is 90 days past due. Exceptions
may be made where there are extenuating circumstances, but any exception is
subject to review by the Board of Directors of the Bank.
Loans are considered delinquent if payments of principal or interest have not
been made by the end of periods ranging from one to ten days after the due date,
depending upon the type of loan involved. Installment loans are considered
delinquent if payments of principal and interest are past due for a period of
ten days and commercial loans are considered delinquent if payments of principal
and interest are past due for a period of one day. Single-date maturity loans
are considered delinquent if payments are not made by the day following the due
date of such loans.
Loans are reviewed for charge offs, as necessary, on a monthly basis. If
necessary, loans can be charged off at any time with the approval of the Chief
Executive Officer (CEO). The loan officer responsible for the particular loan
initiates the charge off request which then must be approved by the Bank's
officer loan committee and the CEO.
21
DEPOSITS
(Dollars in Thousands)
The following table sets forth the average amount of deposits for the years 2001
and 2000 by category.
Average
Deposits rate paid
----------------------- ------------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
Noninterest-bearing
demand deposits $ 30,425 $ 29,622 0% 0%
========== ========== ========== ==========
Interest-bearing
deposits:
Demand $ 29,069 43,580 2.67% 4.16%
Savings 14,917 15,013 1.93 2.48
Time 102,003 91,937 5.48 5.71
---------- ---------- ---------- ----------
$ 145,989 $ 150,530 4.55% 4.95%
========== ========== ========== ==========
The following shows the amount of time deposits outstanding at December 31,
2001, classified by time remaining until maturity.
$100,000 or Greater
Certificates Other time
Maturity of deposit deposits
-------- ------------------- ----------
Three months or less $ 17,992 $ 22,985
Three to six months 7,027 20,001
Six to twelve months 7,803 18,498
Twelve months to five years 1,908 9,380
-------- --------
$ 34,730 $ 70,864
======== ========
22
The following table shows various amounts of repurchase agreements and other
short term borrowings and their respective rates.
Maximum Average
Outstanding Average Interest
At Any Average Interest Ending Rate at
Month End Balance Rate Balance Year-end
----------- ------- -------- ------- --------
(Dollars In Thousands)
2001
Securities sold $ 15,816 $ 11,628 3.15% $ 9,069 1.00%
under agreements
to repurchase
Other short term
borrowings $ 9,080 $ 668 4.97 $ 415 1.40
2000
Securities sold $ 13,228 $ 10,666 5.52 $ 10,667 5.72
under agreements
to repurchase
Other short term
borrowings $ 1,010 $ 506 6.52 $ 596 5.72
Return on Equity and Assets: The following table shows the percentage return on
equity and assets of the Corporation for the years ended December 31, 2001 and
2000
2001 2000
------ ------
Return on average assets 0.95% 0.93%
====== ======
Return on average equity 10.16% 10.82%
====== ======
Dividend pay-out ratio 31.80% 29.38%
====== ======
Ratio of average equity
to average assets 9.31% 8.58%
====== ======
23
ITEM 2. PROPERTIES
The Corporation's bank subsidiary occupies ten offices, which the subsidiary
owns or leases. The offices are located in Escambia County (cities of Atmore and
Flomaton), Monroe County (cities of Monroeville and Frisco City), and Baldwin
County (cities of Foley, Lillian, and Bay Minette, Magnolia Springs and
Silverhill) Alabama, with the principal office located in Atmore, Alabama. The
Bank operates a loan production office in Jay, Florida. The office in Atmore is
a modern, three story, brick building while the Flomaton, Monroeville, Frisco
City and Foley offices are similar, modern, one story, brick buildings. The
subsidiary Bank also leases land near the Atmore office on which a drive through
teller facility is located. The land lease is for twenty years, expiring in
2004. The Foley office is leased for a twenty-year period, expiring in 2016. The
office in Lillian is a modern two-story brick building, which is located on
property owned by the Corporation and leased to the subsidiary. The lease is for
a five-year period ending in June of 2002. The Corporation purchased a two story
brick building in Bay Minette which is leased to the subsidiary. The lease is
for a five-year period ending in December of 2003. The office in Silverhill is
the original post office built in 1902, and is a two story wooden structure. The
Magnolia Springs office is a two story wooden structure located on Magnolia
River. It is leased from a third party until 2005.
ITEM 3. LEGAL PROCEEDINGS
There are presently no pending legal proceedings to which the Corporation or its
subsidiary, United Bank, is a party or to which any of their property is
subject, which management of the Corporation based upon consultation with legal
counsel believes are likely to have a material adverse effect upon the financial
position of the Corporation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the shareholders of the Corporation
during the fourth quarter of the fiscal year.
24
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Corporation's authorized common shares consist of the following:
(1) 5,000,000 shares of Class A common stock, $.01 par value per share, of
which 1,160,281 shares are issued and 1,098,352 are outstanding and
held by approximately 625 shareholders of record, as of March 20, 2002.
(2) 250,000 shares of Class B common stock, $.01 par value per share, none
of which were issued, as of March 20, 2002.
There is no established public trading market for the shares of common stock of
the Corporation and there can be no assurance that any market will develop.
The Corporation paid total cash dividends of $0.60 per share in 2001 and $0.55
per share in 2000. The Corporation expects to continue to pay cash dividends,
subject to the earnings and financial condition of the Corporation and other
relevant factors; however, dividends on the Corporation's common stock are
declared and paid based on a variety of considerations by the Corporation's
Board of Directors and there can be no assurance that the Corporation will
continue to pay regular dividends or as to the amount of dividends if any.
Payment of future dividends will depend upon business conditions, operating
results, capital and reserve requirements and the Board's consideration of other
relevant factors. In addition, the ability of the Corporation to pay dividends
is totally dependent on dividends received from its banking subsidiary (see Note
14 to the consolidated financial statements) and is subject to statutory
restrictions on dividends applicable to Delaware corporations, including the
restrictions that dividends generally may be paid only from a corporation's
surplus or from its net profits for the fiscal year in which the dividend is
declared and the preceding year. The Corporation is subject to state law
restrictions on its ability to pay dividends.
25
ITEM 6. SELECTED FINANCIAL DATA
(Amounts in Thousands except per share data)
2001 2000 1999 1998 1997
------------ ---------- --------- --------- -----------
Interest income $ 16,221 17,310 15,338 14,117 12,323
Interest expense 7,451 8,555 6,935 6,697 5,533
Net interest income 8,769 8,755 8,404 7,420 6,790
Provision for
loan losses 480 475 496 240 340
------------ ---------- --------- --------- -----------
Net interest income after
Provision for
loan losses $ 8,289 8,280 7,908 7,180 6,450
============ ========== ========= ========= ===========
Investment securities gains/
(losses), net $ 173 35 32 133 (29)
============ ========== ========= ========= ===========
Net Earnings $ 2,070 2,047 1,947 1,932 1,730
============ ========== ========= ========= ===========
Balance sheet data:
Total assets $ 219,955 231,487 221,967 189,193 164,545
============ ========== ========= ========= ===========
Total loans, net $ 147,052 139,595 122,000 103,090 85,328
============ ========== ========= ========= ===========
Total deposits $ 180,509 191,590 183,208 152,826 135,282
============ ========== ========= ========= ===========
Total stockholders'
equity $ 21,846 20,104 17,647 16,048 14,627
============ ========== ========= ========= ===========
Per share data:
Basic earnings per share $ 1.89 1.87 1.88 1.87 1.67
============ ========== ========= ========= ===========
Diluted earnings per share $ 1.87 1.86 1.86 1.87 1.67
============ ========== ========= ========= ===========
Cash dividends per
Share(1) $ 0.60 0.55 0.55 0.55 0.55
============ ========== ========= ========= ===========
(1) Per Share data prior to 1999 reflects two for one split in May of 1999.
26
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following financial review is presented to provide an analysis of the
consolidated results of operations of the Corporation and its subsidiary. This
review should be read in conjunction with the consolidated financial statements
included under Item 8.
SUMMARY OF OPERATIONS
The Corporation's 2001 net income was $2,069,570, as compared to a net income in
2000 of $2,046,571. Average net interest spread decreased by 2 basis points from
3.80% in 2000 to 3.78% in 2001. This decrease was caused by the rapid decline in
interest rates in the year 2001. Average interest earning assets, which
decreased from $202,623,000 in 2000 to $202,162,000 in 2001, produced a $14,821
increase in net interest income in 2001. Non-interest income increased by
$641,528 from $1,662,429 in 2000 to $2,303,957 in 2001. The provision for loan
losses in 2001 was $480,000 as compared to $475,000 in 2000. The 2001 provision
was the amount established by management to maintain the allowance at the
appropriate level. Non-interest expenses for 2001 increased $654,576 from
$7,226,178 in 2000 to $7,880,754 in 2001.
The Corporation's 2000 net income was $2,046,571, as compared to a net income in
1999 of $1,947,776. Average net interest spread decreased by 28 basis points
from 4.06% in 1999 to 3.78% in 2000. This is due to an increase in interest
rates, which drove the cost of deposits up faster than the interest rates on
loans. Average interest earning assets, which increased from $187,122,000 in
1999 to $202,623,000 in 2000, produced a $372,479 increase in net interest
income in 2000. Noninterest income increased by $186,416 from $1,476,013 in 1999
to $1,662,429 in 2000. The provision for loan losses in 2000 was $475,000 as
compared to $496,000 in 1999. The 2000 provision was the amount established by
management to maintain the allowance at the appropriate level. Noninterest
expenses for 2000 increased $416,166 from $6,810,012 in 1999 to $7,226,178 in
2000.
CRITICAL ACCOUNTING POLICIES
The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States, which require management to
make estimates and assumptions (see Note 1 to Consolidated Financial
Statements). Management believes that its determination of the allowance for
loan losses involve a higher degree of judgment and complexity than the Bank's
other significant accounting policies. Further, these estimates can be
materially impacted by changes in market conditions or the actual or perceived
financial condition of the Bank's borrowers, subjecting the Bank to significant
volatility of earnings. The allowance for credit losses is established through a
provision for loan losses, which is a charge against earnings. Provision for
loan losses are made to reserve for estimated probable losses on loans.
The allowance for loan losses is a significant estimate and is regularly
evaluated by management for accuracy by taking into consideration factors such
as changes in the nature and volume of the loan portfolio; trends in actual and
forecasted portfolio credit quality, including delinquency,
27
charge-off and bankruptcy rates; and current economic conditions that may
affect a borrower's ability to pay. The use of different estimates or
assumptions could produce different provisions for loan losses.
NET INTEREST INCOME
(Dollars in Thousands)
2001 2000 1999
-------- -------- --------
Interest income (1).................................... $ 16,715 17,899 15,865
Interest expense....................................... $ 7,451 8,555 6,935
-------- -------- --------
Net interest income................................. 9,264 9,344 8,930
Provision for
loan losses......................................... 480 475 496
-------- -------- --------
Net interest income after
provision for
loan losses on a tax equivalent
basis............................................... 8,784 8,869 8,434
Less: tax equivalent
adjustment.......................................... 494 589 527
Net interest income after
provision for
loan losses......................................... $ 8,290 8,280 7,907
======== ======== ========
(1) Yields on tax-exempt obligations have been computed on a full federal
tax-equivalent (FTE) basis using an income tax rate of 34% for 2001,
2000, and 1999.
Total interest income (on an FTE basis) decreased to $16,715,000 in 2001, from
$17,899,000 in 2000, a decrease of $1,184,000, or 6.61%. This decrease is a
function of the average earning assets decreasing $461,000 and falling interest
rates. Average loans increased $15,272,000 while the average rate earned
decreased 101 basis points. The average interest rate (FTE) earned on all
earning assets in 2001 decreased to 8.27% from 8.83% in 2000. The interest rate
spread decreased from 3.80% in 2000 to 3.78% in 2001, as rates decreased more on
interest earning assets than on interest bearing liabilities. Average taxable
investment securities for 2001 were $30,072,000, as compared to $41,268,000 for
2000, a decrease of $11,196,000, or 27.13%. Average tax-exempt investment
securities decreased $4,021,000, or 17.29%, to $19,233,000 in 2001 from
$23,254,000 in 2000. These changes in investment securities were the result
primarily of the loss of $20,000,000 in public fund deposits. The average volume
of federal funds sold decreased to $2,122,000 in 2001 from $5,687,000 in 2000, a
decrease of $3,565,000 or 62.69%. This decrease was also caused by the loss of
the public deposits described above.
Total interest expense decreased $1,104,423, or 12.91%, to $7,451,042 in 2001,
from $8,555,465 in 2000. This decrease is a function of the decrease in the
volume of interest bearing liabilities and the decrease in interest rates. The
average rate paid on interest-bearing liabilities in 2001 was 4.49% as compared
to 5.03% in 2000. Average interest-bearing liabilities decreased to $166,020,000
in 2001, from $170,145,000 in 2000, a decrease of
28
$4,125,000, or 2.42%. Average savings and interest-bearing demand deposits
decreased $14,607,000 or 24.93% to $43,986,000 in 2001 because of the loss of
the public fund deposits, from $58,593,000 in 2000. Average time deposits
increased to $102,003,000 in 2001, from $91,937,000 in 2000, an increase of
$10,066,000, or 10.95%. The growth in time deposits was fueled by new growth
from the new Baldwin County branches, and the purchasing of internet time
deposits to help fund the loss of the public funds. The average rate paid on
time deposits decreased to 5.46% in 2001 from 5.71% in 2000. This decrease was
caused by the rate decreases of the Federal Reserve Bank in the year 2001. The
Bank expects the Federal Reserve Bank to increase interest rates in 2002, which
will raise the rate paid on Certificates of Deposit.
Total interest income (on an FTE basis) increased to $17,899,000 in 2000, from
$15,865,000 in 1999, an increase of $2,034,000, or 12.82%. This increase is a
function of the average earning assets increasing $15,501,000 while rising
interest rates also influenced the increase. Average loans increased $11,273,000
while the average rate earned increased 24 basis points. The average interest
rate (FTE) earned on all earning assets in 2000 increased to 8.83% from 8.48% in
1999. The interest rate spread decreased from 4.06% in 1999 to 3.80% in 2000, as
interest rates rose faster on interest bearing liabilities than on interest
earning assets. Average taxable investment securities for 2000 were $41,268,000,
as compared to $42,807,000 for 1999, a decrease of $1,539,000, or 3.59%. Average
tax-exempt investment securities increased $2,155,000, or 10.21%, to $23,254,000
in 2000 from $21,099,000 in 1999. These slight changes were the result of the
Bank increasing tax free income in an attempt to maximize returns. The average
volume of federal funds sold increased to $6,505,000 in 2000 from $3,554,000 in
1999, an increase of $2,951,000 or 83.03%. This increase was caused by the
increase in deposits from a public entity that kept deposits with the Bank for a
full year in 2000 as opposed three quarters of the year in 1999.
Total interest expense increased $1,620,000, or 23.36%, to $8,555,000 in 2000,
from $6,935,000 in 1999. This increase was a function of the increase in the
volume of interest bearing liabilities and the increase in interest rates. The
average rate paid on interest-bearing liabilities in 2000 was 5.03% as compared
to 4.42% in 1999. Average interest-bearing liabilities increased to $170,145,000
in 2000, from $157,055,000 in 1999, an increase of $13,090,000, or 8.33%.
Average savings and interest-bearing demand deposits increased $6,876,000 or
13.29% to $58,593,000 in 2000, from $51,717,000 in 1999. Average time deposits
increased to $91,937,000 in 2000, from $83,272,000 in 1999, an increase of
$8,665,000, or 10.41%. The average rate paid on time deposits increased to 5.71%
in 2000 from 5.09% in 1999. This increase was caused by the rate increases of
the Federal Reserve Bank in the year 2000.
PROVISION FOR LOAN LOSSES
The provision for loan losses is that amount necessary to maintain the allowance
for loan losses at a level appropriate for the associated credit risk, as
determined by management in accordance with generally accepted
29
accounting principles (GAAP), in the current portfolio. The provision for loan
losses for the year ended December 31, 2001 was $480,000, as compared to
$475,000 in 2000, a increase of $5,000, or 1.05%. The change in the provision
maintains the allowance at a level that is determined to be appropriate by
management and the board of directors of the Bank.
The allowance for loan losses at December 31, 2001 represents 1.34% of gross
loans, as compared to 1.37% at December 31, 2000.
While it is the Bank's policy to charge off loans when a loss is considered
probable, there exists the risk of future losses which cannot be quantified
precisely or attributed to particular loans or classes of loans. Because this
risk is continually changing in response to factors beyond the control of the
Bank, management's judgment as to the appropriateness of the allowance for loan
losses is approximate and imprecise. Adjustments to the allowance for loan
losses may also be required by the FDIC or the Alabama Superintendent of Banks
in the course of their examinations of the Bank. Accordingly, no assurances can
be given that continued evaluations of the loan portfolio in light of economic
conditions then prevailing, results of upcoming examinations, or other factors
will not require significant changes to the allowance.
NONINTEREST INCOME
2001 2000 1999
------------ ------------ ------------
Service charges on
deposits $ 1,607,296 $ 1,243,544 $ 1,108,164
Commission - credit
life insurance 61,197 39,940 45,878
Investment securities
gains and (losses) (net) 173,214 34,725 31,907
Other 462,250 344,220 290,064
------------ ------------ ------------
Total $ 2,303,957 $ 1,662,429 $ 1,476,013
============ ============ ============
Total noninterest income increased $641,528 or 38.59%, to $2,303,957 in 2001, as
compared to $1,662,429 in 2000.
Service charge income increased to $1,607,296 in 2001, from $1,243,544 in 2000,
an increase of $363,752, or 29.25%. This increase was attributable to increases
in the pricing of the services that the Bank offers, and the growth of demand
accounts, when adjusted for the loss of public fund deposits. Commissions on
credit life insurance increased $21,257, or 53.22%, to $61,197 in 2001, from
$39,940 in 2000. Other income increased to $462,250 in 2001, from $344,220 in
2000, an increase of $118,030 or 35.32%. This increase is attributable to an
increase of $66,033 on mortgage origination fees for third parties and an
increase of $113,640 in earnings on bank-owned life insurance offset by a
decrease in brokerage commissions of $67,492.
30
Total noninterest income increased $186,416 or 12.63%, to $1,662,429 in 2000, as
compared to $1,476,013 in 1999.
Service charge income increased to $1,243,544 in 2000, from $1,108,164 in 1999,
an increase of $135,380, or 12.21%. This increase was attributable to increases
in the pricing of the services that the Bank offers. Commissions on credit life
insurance decreased $5,938, or 12.94%, to $39,940 in 2000, from $45,878 in 1999.
Other income increased to $344,220 in 2000, from $290,064 in 1999, an increase
of $54,156 or 18.67%.
NONINTEREST EXPENSE
2001 2000 1999
------------ ------------ ------------
Salaries and benefits $ 4,221,498 3,841,509 3,879,425
Net occupancy 1,414,763 1,258,739 1,003,641
Other 2,244,493 2,125,930 1,926,946
------------ ------------ ------------
Total $ 7,880,754 7,226,178 6,810,012
============ ============ ============
Total noninterest expense increased $654,576, or 9.06%, to $7,880,754 in 2001,
from $7,226,178 in 2000. Other expense increased to $2,244,493 in 2001, from
$2,125,930 in 2000, an increase of $118,563, or 5.58%. The increase in other
expenses is due partly to an increase in ATM fees of $35,231 as transaction
volume increased. Telephone expenses increased $46,756. Training expense
increased $38,262 due to training related to a completed computer conversion.
Salaries and other compensation expense increased $379,989 or 9.89% to
$4,221,498 in 2001 from $3,841,509 for 2000. This increase is due to the
increase in insurance cost of $45,503, profit sharing of $31,461, payroll taxes
of $ 12,877 and a general increase in salaries along with staffing of new
offices. Income tax expense for 2001 was $643,470 as compared to $669,696 in
2000. The effective tax rate in 2001 was 23.72% as compared to 24.65% in 2000.
Basic earnings per share in 2001 were $1.89, as compared to a basic earnings per
share of $1.87 in 2000. Diluted earnings per share in 2001 were $1.87 and $1.86
in 2000. Return on average assets for 2001 was 0.95%, as compared to 0.93% in
2000. Return on average equity was 10.16% in 2001, as compared to 10.82% in
2000.
Total noninterest expense increased $416,166, or 6.11%, to $7,226,178 in 2000,
from $6,810,012 in 1999. Other expense increased to $2,125,930 in 2000, from
$1,926,946 in 1999, an increase of $198,984, or 10.33%. The increase in other
expenses was due partly to increased data processing expenses of $44,545 and
related professional services of $57,315. There was also an increase in activity
at the Federal Reserve that increased Federal Reserve charges of $39,910.
Salaries and other compensation expense decreased $37,916 or 0.98% to $3,841,509
in 2000 from $3,879,425 for 1999. This decrease was because several employees
left the Bank and were replaced by employees not eligible for profit sharing at
year end, causing $26,500 to be credited to expenses. Income tax expense for
2000 was $669,696 as compared to $625,762 in 1999.
Basic earnings per share in 2000 were $1.87, as compared to a basic earnings per
share of $1.88 in 1999. Diluted earnings per share in 2000 were $1.86 and $1.86
in 1999. Return on average assets for 2000 was 0.93%, as compared
31
to 0.97% in 1999. Return on average equity was 10.82% in 2000, as compared to
11.96% in 1999.
LOANS AT DECEMBER 31
------------------------------------------------
2001 2000 1999
-------------- -------------- --------------
Commercial, financial
and agricultural $ 97,881,448 87,479,810 76,705,657
Real estate
-construction 7,377,897 7,404,300 3,585,107
Real estate
- mortgage 27,233,771 28,580,500 25,322,667
Installment loans to
individuals 16,552,493 18,072,546 18,082,531
-------------- -------------- --------------
$ 149,045,609 141,537,156 123,695,962
============== ============== ==============
Total loans increased to $149,045,609 at December 31, 2001, from $141,537,156 at
year end 2000, an increase of $7,508,453, or 5.30%. Commercial, financial and
agricultural loans increased to $97,881,448 at year end 2001, from $87,479,810
at December 31, 2000. Most of the increase can be attributed to the new Baldwin
County offices, more competitive pricing in present markets, and a growth in
agricultural loans. Real Estate construction loans decreased by $26,403 or 0.36%
in 2001 to $7,377,897 from $7,404,300 in 2000. The majority of these loans are
for 1-4 family and owner-occupied commercial building. Real Estate mortgage
loans decreased in 2001 by $1,346,729 or 4.67% to $27,233,771 from $28,850,500
in 2000, primarily due to refinancing. Installment loans to individuals
decreased to $16,552,493 at December 31, 2001, when compared to $18,072,546 at
year end 2000. The ratio of loans to deposits on December 31, 2001, was 82.76%,
as compared to 73.87% in 2000.
Total loans increased to $141,537,156 at December 31, 2000, from $123,695,962 at
year end 1999, an increase of $17,841,194, or 14.42%. Commercial, financial and
agricultural loans increased to $87,479,810 at year end 2000, from $76,705,657
at December 31, 1999. Most of the increase was attributable to the Baldwin
County markets, and more competitive pricing in present markets. Real Estate
construction loans increased by $3,819,193 or 106.53% in 2000 to $7,404,300 from
$3,585,107 in 1999. The increase in these loans was related to the increased
economic activity in Baldwin County, one of the fastest growing counties in
Alabama. The majority of these loans are for 1-4 family and owner-occupied
commercial building. Real Estate mortgage loans increased in 2000 by $3,257,833
or 12.86% to $28,580,500 from $25,322,667 in 1999. Installment loans to
individuals remained level at $18,072,546 at December 31, 2000, when compared to
$18,082,531 at year end 1999. The ratio of loans to deposits on December 31,
2000, was 73.88%, as compared to 67.51% in 1999.
LIQUIDITY
One of the Bank's goals is to provide adequate funds to meet changes in loan
demand or any potential increase in the normal level of deposit withdrawals.
This goal is accomplished primarily by generating cash from operating activities
and maintaining sufficient short-term assets. These sources,
32
coupled with a stable deposit base, allow the Bank to fund earning assets and
maintain the availability of funds. Management believes that the Bank's
traditional sources of maturing loans and investment securities, cash from
operating activities and a strong base of core deposits are adequate to meet the
Bank's liquidity needs for normal operations. To provide additional liquidity,
the Bank utilizes short-term financing through the purchase of federal funds,
and maintains a borrowing relationship with the Federal Home Loan Bank to
provide liquidity. Should the Bank's traditional sources of liquidity be
constrained, forcing the Bank to purse avenues of funding not typically used,
the Bank's net interest margin could be impacted negatively.
As of December 31, 2001, management believes liquidity was adequate. The
corporation relies primarily on the Bank for its liquidity needs. In addition to
$2,644,000 in federal funds sold, the balance of the Bank's cash and due from
banks was $16,704,812 at year end. At December 31, 2001 the gross loan to
deposit ratio was 82.57%. The Corporation's bank subsidiary has an Asset
Liability Committee, which has as its primary objective the maintenance of
specific funding and investment strategies to achieve short-term and long-term
financial goals. A contract with a public entity that maintained accounts with
an aggregate balance of $20,741,491 at the end of December, 2000, ended March 1,
2000. The Bank replaced these funds with FHLB advances, internet time deposits
and the sale of securities. The Bank did not experience any liquidity problems
from the withdrawal of these funds.
As revealed in the Consolidated Statement of Cash Flows, the Corporation
generates the majority of its cash flows from financing activities. Financing
activities used $13,115,677 in cash in 2001, with the majority of this coming
from a net decrease in deposits. The investing activities of the Corporation
provided $9,590,738 of the cash flows primarily from the investment portfolio of
the Bank. Operations provided $2,513,578 in cash flows with these funds coming
from net income and depreciation for the year ended December 31, 2001.
33
INTEREST RATE SENSITIVITY
Interest Rate Sensitivity Analysis
Year Ended December 31
2001
(In Thousands)
Three Three
Months To Six Six Months 1 to 5 5 Years
Or Less Months to One Year Years Or After Total
---------- ---------- ----------- ---------- ---------- ----------
Earning Assets:
Loans, net of unearned
income $ 13,710 14,781 22,737 74,688 23,130 149,046
Taxable securities AFS 130 1,006 0 2,502 19,378 23,016
Tax exempt securities AFS 0 0 45 2,815 15,291 18,151
Federal Funds Sold & Securities Purchased
Under agreements to resale 2,644 0 0 0 0 2,644
Other Earning Assets 0 0 0 0 756 756
---------- ---------- ---------- ---------- ---------- ----------
Total Interest Earning Assets $ 16,484 15,787 22,782 80,005 58,555 193,613
========== ========== ========== ========== ========== ==========
Interest Bearing Liabilities
Demand Deposits $ 0 0 0 0 26,494 26,494
Savings Deposits 0 0 0 0 15,016 15,016
Certificates of Deposit less
than $100,000 22,985 20,001 18,498 9,380 0 70,864
Certificates of Deposit
greater than $100,000 17,992 7,027 7,803 1,907 0 34,729
Federal Funds Purchased and
securities sold under
agreement to repurchase 9,096 0 0 0 0 9,096
Other Short Term Borrowings 416 0 0 0 0 416
Federal Home Loan Bank Borrowing 1,000 1,000 77 4,158 6,235
---------- ---------- ---------- ---------- ---------- ----------
TOTAL Interest Bearing Source $ 50,489 28,028 27,301 11,364 45,668 162,850
========== ========== ========== ========== ========== ==========
Liabilities
Non Interest Bearing Source
of Funds 0 0 0 0 33,407 33,407
---------- ---------- ---------- ---------- ---------- ----------
Interest Sensitivity Gap (34,005) (12,241) (4,519) 68,641 (20,520) (2,644)
Cumulative Gap (34,005) (46,246) (50,765) 17,876 (2,644)
34
The Corporation's sensitivity to changes in interest rates in conjunction with
the structure of interest rate spreads determines the impact of change in
interest rates on the Bank's performance. See Item 7A.
CAPITAL RESOURCES
The Corporation has historically relied primarily on internally generated
capital growth to maintain capital adequacy. The average assets to average
equity ratio during 2001 was 9.31% as compared to 8.58% in 2000. Total
stockholders' equity on December 31, 2001 was $21,846,493, an increase of
$1,742,020, or 8.66%, from $20,104,473 at year end 2000. This increase is the
result of the Corporation's net earnings during 2001, less dividends declared to
stockholders of $658,080, plus other comprehensive income of $263,997, the sale
of stock and the exercise of stock options. The Corporation's risk based capital
of $23,570,000, or 14.54%, at December 31, 2001, was well above the
Corporation's minimum risk based capital requirement of $12,972,000 or 8.0% of
risk weighted assets. Based on management's projections, internally generated
capital should be sufficient to satisfy capital requirements for existing
operations into the foreseeable future; however, continued growth into new
markets may require the Bank to access external funding sources.
FORWARD LOOKING STATEMENTS
When used or incorporated by reference herein, the words "anticipate",
"estimate", "expect", "project", "target", "goal", and similar expressions, are
intended to identify forward-looking statements within the meaning of Section
27A of the Securities Act of 1933. Such forward-looking statements are subject
to certain risks, uncertainties and assumptions, including those set forth
elsewhere herein, as well as the possibilities of (i) increases in competitive
pressures in the banking industry, particularly with respect to community banks;
(ii) costs or difficulties, relating to the planned increase in the number of
Bank offices, which are greater than expected based on prior experience; (iii)
general economic conditions, either nationally or regionally, that are less
favorable than expected, resulting in deterioration in loan demand, credit
quality and/or borrower liquidity, among other things; (iv) changes which may
occur in the regulatory environment; and (v) large and/or rapid changes in
interest rates. These forward-looking statements speak only as of the date they
are made. The Corporation expressly disclaims any obligations or undertaking to
publicly release any updates or revisions to any forward-looking statement
contained herein to reflect any change in the Bank's expectations with regard to
any change in events, conditions or circumstances on which any such statement is
based.
35
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss from adverse changes in market prices and rates.
The Bank's market risk arises principally from interest rate risk inherent in
its lending, deposit and borrowing activities. Management actively monitors and
manages its interest rate risk exposure. Although the Bank manages other risk,
such as credit quality and liquidity risk, in the normal course of business,
management considers interest rate risk to be its most significant market risk.
Interest rate risk could potentially have the largest material effect on the
Bank's financial condition and results of operations. Other types of market
risks, such as foreign currency exchange rate risk, do not generally arise in
the Bank's normal course of business activities.
The Bank's profitability is affected by fluctuations in interest rates.
Management's goal is to maintain a reasonable balance between exposure to
interest rate fluctuations and earnings potential. A sudden and substantial
increase in interest rates may adversely impact the Bank's earnings to the
extent that the interest rates on interest-earning assets and interest-bearing
liabilities do not change at the same speed, to the same extent or on the same
basis.
The Bank's Asset Liability Management Committee ("ALCO") monitors and considers
methods of managing the rate and sensitivity repricing characteristics of the
balance sheet components consistent with maintaining acceptable levels of
changes in the net portfolio value ("NPV") and net interest income. NPV
represents the market values of portfolio equity and is equal to the market
value of assets minus the market value of liabilities, with adjustments made for
off-balance sheet items over a range of assumed changes in market interest
rates. A primary purpose of the Bank's ALCO is to manage interest rate risk to
effectively invest the Bank's capital and to preserve the value created by its
core business operations. As such, certain management monitoring processes are
designed to minimize the impact of sudden and sustained changes in interest
rates on NPV and net interest income.
The Bank's exposure to interest rate risk is reviewed on a quarterly basis by
the Board of Directors and the ALCO. Interest rate risk exposure is measured
using interest rate sensitivity analysis to determine the Bank's change in NPV
in the event of hypothetical changes in interest rates. Further, interest rate
sensitivity gap analysis is used to determine the repricing characteristics of
the Bank's assets and liabilities. The ALCO is charged with the responsibility
to maintain the level of sensitivity of the Bank's net interest margin within
Board approved limits.
Interest rate sensitivity analysis is used to measure the Bank's interest rate
risk by computing estimated changes in NPV of its cash flows from assets,
liabilities, and off-balance sheet items in the event of a range of assumed
changes in market interest rates. This analysis assesses the risk of loss in
market risk sensitive instruments in the event of a sudden and sustained 100 -
300 basis points increase or decrease in market interest rates. The Bank uses
36
the Asset liability model developed by HNC, an independent third party vendor,
which takes the current rate structure of the portfolio and shocks for each rate
level and calculates the new market value of equity at each rate. The Bank's
Board of Directors has adopted an interest rate risk policy, which establishes
maximum allowable decreases in net interest margin in the event of a sudden and
sustained increase or decrease in market interest rates. The following table
presents the Bank's projected change in NPV (fair value assets less fair value
liabilities) for the various rate shock levels as of December 31, 2001. All
market risk sensitive instruments presented in this table are held to maturity
or available for sale. The Bank has no trading securities.
(In thousands)
INCREASE (DECREASE) CHANGE IN CHANGE IN
IN MARKET MARKET MARKET
INTEREST RATES VALUE VALUE VALUE
(BASIS POINTS) EQUITY EQUITY EQUITY(%)
------------------- -------- --------- ---------
300 $ 41,726 2,788 7
200 41,188 2,250 6
100 40,358 1,420 4
0 38,938 0 0
(100) 36,907 (2,031) (5)
(200) 34,426 (4,512) (12)
(300) 31,301 (7,637) (20)
The preceding table indicates that at December 31, 2001, in the event of a
sudden and sustained increase in prevailing market interest rates, the Bank's
NPV would be expected to increase, and that in the event of a sudden decrease in
prevailing market interest rates, the Bank's NPV would be expected to decrease.
Computation of prospective effects of hypothetical interest rate changes
included in these forward-looking statements are subject to certain risks,
uncertainties, and assumptions including relative levels of market interest
rates, loan prepayments and deposit decay rates, and should not be relied upon
as indicative of actual results. Further, the computations do not contemplate
any actions the Bank could undertake in response to changes in interest rates.
For more information on forward looking statements, see "FORWARD LOOKING
STATEMENTS" above.
37
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Corporation's consolidated financial statements as of December 31, 2001 and
2000 and for each of the years in the three-year period ended December 31, 2001
are included in the following pages shown in the index below.
Index to Financial Statements Page(s)
----------------------------- -------
Independent Auditors' Report F1
Consolidated Balance Sheets as of December 31,
2001 and 2000 F2
Consolidated Statements of Operations for
the years ended December 31, 2001, 2000,
and 1999 F4
Consolidated Statements of Stockholders'
Equity and Other Comprehensive Income
for the years ended December 31,
2001, 2000, and 1999 F5
Consolidated Statements of Cash Flows for
the years ended December 31, 2001, 2000,
and 1999 F6
Notes to Consolidated Financial
Statements - December 31, 2001, 2000,
and 1999 F8
38
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
United Bancorporation of Alabama, Inc.:
We have audited the accompanying consolidated balance sheets of United
Bancorporation of Alabama, Inc. and subsidiary as of December 31, 2001 and 2000,
and the related consolidated statements of operations, stockholders' equity and
comprehensive income and cash flows for each of the years in the three-year
period ended December 31, 2001. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of United
Bancorporation of Alabama, Inc. and subsidiary as of December 31, 2001 and 2000,
and the results of their operations and their cash flows for each of the years
in the three-year period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.
/s/ KPMG LLP
Birmingham, Alabama
February 27, 2002
F-1
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 2001 and 2000
ASSETS 2001 2000
------------ ------------
Cash and due from banks $ 16,704,812 18,360,173
Federal funds sold and securities purchased under agreements
to resell 2,644,000 2,000,000
------------ ------------
Cash and cash equivalents 19,348,812 20,360,173
Investment securities available for sale, at fair value (cost of
$41,167,492 and $46,160,342 at December 31, 2001 and 2000,
respectively) 41,615,592 46,168,451
Investment securities held to maturity (fair value of $14,011,852
at December 31, 2000) -- 13,975,608
Loans 149,045,609 141,537,156
Less: Unearned income -- 2,548
Allowance for loan losses 1,993,245 1,939,307
------------ ------------
Net loans 147,052,364 139,595,301
Premises and equipment, net 5,901,032 4,998,341
Interest receivable 1,979,310 2,578,553
Other assets 4,058,422 3,810,168
------------ ------------
Total assets $219,955,532 231,486,595
============ ============
(Continued)
F-2
LIABILITIES AND STOCKHOLDERS' EQUITY 2001 2000
------------ ------------
Deposits:
Noninterest bearing $ 33,406,633 30,020,542
Interest bearing 147,102,536 161,569,137
------------ ------------
Total deposits 180,509,169 191,589,679
Securities sold under agreements to repurchase 9,069,292 10,666,554
Advances from Federal Home Loan Bank 6,235,327 5,889,148
Treasury, tax and loan account 415,728 595,785
Accrued expenses and other liabilities 1,879,523 2,640,956
------------ ------------
Total liabilities 198,109,039 211,382,122
Stockholders' equity:
Class A common stock, $.01 par value
Authorized 5,000,000 shares; 1,159,481 and 1,156,881
shares issued in 2001 and 2000, respectively 11,595 11,569
Class B common stock, $.01 par value
Authorized 250,000 shares; no shares issued -- --
Preferred stock, $.01 par value
Authorized 250,000 shares; no shares issued -- --
Surplus 5,056,304 4,994,477
Retained earnings 16,961,631 15,550,141
Accumulated other comprehensive income, net of deferred taxes
of $179,237 and $3,244 in 2001 and 2000, respectively 268,863 4,866
------------ ------------
22,298,393 20,561,053
Less 62,181 and 62,649 treasury shares at cost in 2001
and 2000, respectively 451,900 456,580
------------ ------------
Total stockholders' equity 21,846,493 20,104,473
Commitments and contingencies
------------ ------------
Total liabilities and stockholders' equity $219,955,532 231,486,595
============ ============
See accompanying notes to consolidated financial statements.
F-3
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Consolidated Statements of Operations
Years ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ------------
Interest income:
Interest and fees on loans $ 13,029,747 13,004,220 11,593,789
Interest on investment securities:
Taxable 1,939,741 2,706,169 2,486,621
Nontaxable 957,204 1,142,995 1,022,963
------------ ------------ ------------
Total interest on investment securities 2,896,945 3,849,164 3,509,584
------------ ------------ ------------
Other interest income 294,187 457,097 234,819
------------ ------------ ------------
Total interest income 16,220,879 17,310,481 15,338,192
------------ ------------ ------------
Interest expense:
Interest on deposits 6,638,940 7,425,980 5,903,334
Interest on other borrowed funds 812,102 1,129,485 1,031,321
------------ ------------ ------------
Total interest expense 7,451,042 8,555,465 6,934,655
------------ ------------ ------------
Net interest income 8,769,837 8,755,016 8,403,537
Provision for loan losses 480,000 475,000 496,000
------------ ------------ ------------
Net interest income after provision for loan losses 8,289,837 8,280,016 7,907,537
Noninterest income:
Service charges on deposits 1,607,296 1,243,544 1,108,164
Commissions on credit life insurance 61,197 39,940 45,878
Investment securities gains, net 173,214 34,725 31,907
Other 462,250 344,220 290,064
------------ ------------ ------------
Total noninterest income 2,303,957 1,662,429 1,476,013
------------ ------------ ------------
Noninterest expense:
Salaries and benefits 4,221,498 3,841,509 3,879,425
Net occupancy expense 1,414,763 1,258,739 1,003,641
Other 2,244,493 2,125,930 1,926,946
------------ ------------ ------------
Total noninterest expense 7,880,754 7,226,178 6,810,012
------------ ------------ ------------
Earnings before income taxes 2,713,040 2,716,267 2,573,538
Income tax expense 643,470 669,696 625,762
------------ ------------ ------------
Net earnings $ 2,069,570 2,046,571 1,947,776
============ ============ ============
Basic earnings per share $ 1.89 1.87 1.88
Basic weighted average shares outstanding 1,095,706 1,091,538 1,034,346
Diluted earnings per share $ 1.87 1.86 1.86
Diluted weighted average shares outstanding 1,108,630 1,100,702 1,046,799
See accompanying notes to consolidated financial statements
F-4
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity and Comprehensive Income
Years ended December 31, 2001, 2000, and 1999
COMMON RETAINED
SHARES STOCK SURPLUS EARNINGS
------------ ------------ ------------ ------------
Balance December 31, 1998 1,096,320 10,964 3,476,518 12,741,206
Net earnings -- -- -- 1,947,776
Unrealized change in fair value investment
securities available for sale, net -- -- -- --
Comprehensive income
Cash dividends declared ($0.55 per share) -- -- -- (584,112)
Amortization of difference between fair value
and exercise price of stock options -- -- 193,359 --
Exercise of stock options 5,000 50 79,950 --
Sale of common stock 47,961 480 1,054,662 --
------------ ------------ ------------ ------------
Balance December 31, 1999 1,149,281 11,494 4,804,489 14,104,870
Net earnings -- -- -- 2,046,571
Unrealized change in fair value investment
securities available for sale, net -- -- -- --
Comprehensive income
Cash dividends declared ($0.55 per share) -- -- -- (601,300)
Amortization of difference between fair value
and exercise price of stock options -- -- 45,760 --
Exercise of stock options 5,600 55 89,545 --
Sale of common stock 2,000 20 43,980 --
Sale of treasury stock under employee
stock purchase plan -- -- 10,703 --
------------ ------------ ------------ ------------
Balance December 31, 2000 1,156,881 $ 11,569 4,994,477 15,550,141
Net earnings 2,069,570
Unrealized change in fair value investment
securities available for sale, net -- -- -- --
Comprehensive income
Cash dividends declared ($0.60 per share) -- -- -- (658,080)
Amortization of difference between fair value
and exercise price of stock options -- -- 12,480 --
Exercise of stock options 2,600 26 41,574 --
Sale of treasury stock under employee
stock purchase plan -- 7,773 --
------------ ------------ ------------ ------------
Balance December 31, 2001 1,159,481 $ 11,595 5,056,304 16,961,631
============ ============ ============ ============
ACCUMULATED
OTHER TOTAL
COMPREHENSIVE TREASURY STOCKHOLDERS' COMPREHENSIVE
INCOME STOCK EQUITY INCOME
------------- ------------ ------------- -------------
Balance December 31, 1998 284,877 (465,590) 16,047,975
Net earnings -- -- 1,947,776 1,947,776
Unrealized change in fair value investment
securities available for sale, net (1,093,477) -- (1,093,477) (1,093,477)
------------
Comprehensive income 854,299
============
Cash dividends declared ($0.55 per share) -- -- (584,112)
Amortization of difference between fair value
and exercise price of stock options -- -- 193,359
Exercise of stock options -- -- 80,000
Sale of common stock -- -- 1,055,142
------------ ------------ ------------
Balance December 31, 1999 (808,600) (465,590) 17,646,663
Net earnings -- -- 2,046,571 2,046,571
Unrealized change in fair value investment
securities available for sale, net 813,466 -- 813,466 813,466
------------
Comprehensive income 2,860,037
============
Cash dividends declared ($0.55 per share) -- -- (601,300)
Amortization of difference between fair value
and exercise price of stock options -- -- 45,760
Exercise of stock options -- -- 89,600
Sale of common stock -- -- 44,000
Sale of treasury stock under employee
stock purchase plan -- 9,010 19,713
------------ ------------ ------------
Balance December 31, 2000 4,866 (456,580) 20,104,473
Net earnings -- -- 2,069,570 2,069,570
Unrealized change in fair value investment
securities available for sale, net 263,997 -- 263,997 263,997
------------
Comprehensive income 2,333,567
============
Cash dividends declared ($0.60 per share) -- -- (658,080)
Amortization of difference between fair value
and exercise price of stock options -- -- 12,480
Exercise of stock options -- -- 41,600
Sale of treasury stock under employee
stock purchase plan -- 4,680 12,453
------------ ------------ ------------
Balance December 31, 2001 268,863 (451,900) 21,846,493
============ ============ ============
See accompanying notes to consolidated financial statements.
F-5
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows
Years ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ------------
Cash flows from operating activities:
Net earnings $ 2,069,570 2,046,571 1,947,776
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Provision for loan losses 480,000 475,000 496,000
Compensation expense arising from stock
option awards 12,480 45,760 193,359
Depreciation of premises and equipment 610,438 511,545 393,352
Net amortization of premium
on investment securities 28,742 89,274 234,192
Gains on sales of investment
securities available for sale, net (173,214) (34,725) (31,907)
Deferred income taxes 6,008 (45,271) (146,436)
Decrease (increase) in interest receivable 599,243 (379,596) 25,485
(Increase) decrease in other assets (182,263) (1,853,095) (219,580)
(Increase) decrease in accrued expenses
and other liabilities (937,426) 233,974 581,696
------------ ------------ ------------
Net cash provided by operating activities 2,513,578 1,089,437 3,473,937
------------ ------------ ------------
Cash flows from investing activities:
Proceeds from maturities, calls, and principal
repayments of investment securities held to maturity -- 1,533,328 1,446,418
Proceeds from maturities, calls, and principal
repayments of investment securities available for sale 17,477,907 6,813,946 12,016,772
Proceeds from sales of investment
securities available for sale 9,443,336 4,627,751 7,499,649
Purchases of investment securities available for sale (7,808,314) (13,970,942) (10,499,196)
Net increase in loans (8,009,062) (18,070,061) (19,406,572)
Purchases of premises and equipment (1,513,129) (529,902) (2,505,402)
Proceeds from sales of other real estate -- 72,304 26,948
------------ ------------ ------------
Net cash provided by (used in) investing
activities 9,590,738 (19,523,576) (11,421,383)
------------ ------------ ------------
(Continued)
F-6
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows, Continued
Years ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ------------
Cash flows from financing activities:
Net (decrease) increase in deposits $(11,080,510) 8,381,228 30,381,912
Net (decrease) increase in securities sold under
agreements to repurchase (1,597,262) 1,731,551 (2,875,185)
Cash dividends (658,080) (601,300) (584,112)
Exercise of stock options 41,600 89,600 80,000
Proceeds from sale of common stock -- 44,000 1,055,142
Proceeds from sale of treasury stock 12,453 19,713 --
Advance from FHLB 2,000,000 -- 3,340,406
Repayments of advances from FHLB (1,653,821) (3,898,614)
(Decrease) increase in other borrowed funds (180,057) 71,044 475,472
------------ ------------ ------------
Net cash (used in) provided by financing
activities (13,115,677) 5,837,222 31,873,635
Net (decrease) increase in cash and cash equivalents (1,011,361) (12,596,917) 23,926,189
Cash and cash equivalents, beginning of year 20,360,173 32,957,090 9,030,901
------------ ------------ ------------
Cash and cash equivalents, end of year $ 19,348,812 20,360,173 32,957,090
============ ============ ============
Supplemental disclosures:
Cash paid during the year for:
Interest $ 7,843,008 8,003,132 6,925,803
Income taxes 864,980 682,305 746,750
Noncash transactions:
Transfer of loans to other real estate
through foreclosure $ 72,000 82,539 --
Transfer of securities from held to maturity to
available for sale 13,975,608 -- --
See accompanying notes to consolidated financial statements.
F-7
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the
financial statements of United Bancorporation of Alabama, Inc.
(the Corporation) and its wholly owned subsidiary, United Bank
(the Bank) collectively referred to as the Company. Significant
intercompany balances and transactions have been eliminated in
consolidation.
(b) BASIS OF PRESENTATION
The consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the
United States of America. In preparing the financial statements,
management is required to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities as of the date of
the balance sheet and revenues and expenses for the period. Actual
results could differ significantly from those estimates.
Material estimates that are particularly susceptible to
significant change in the near term relate to the determination of
the allowance for loan losses. In connection with the
determination of the allowances for loan losses and real estate
owned, management obtains independent appraisals for significant
properties.
Management believes the allowances for losses on loans and real
estate owned are adequate. While management uses available
information to recognize losses on loans and real estate owned,
future additions to the allowances may be necessary based on
changes in economic conditions, particularly in Alabama, as
substantially all loans are to borrowers within the state. In
addition, various regulatory agencies, as an integral part of
their examination process, periodically review the Company's
allowances for losses on loans and real estate owned. Such
agencies may require the Company to recognize additions to the
allowances based on their judgments about information available to
them at the time of their examination.
(c) CASH EQUIVALENTS
The Company considers due from banks and federal funds sold to be
cash equivalents. Federal funds are generally sold for one-day
periods.
(d) INVESTMENT SECURITIES
Investment securities are classified in one of three portfolios:
(i) trading account securities, (ii) held to maturity securities,
and (iii) securities available for sale. Trading account
securities are stated at fair value. Investment securities held to
maturity are stated at cost adjusted for amortization of premiums
and accretion of discounts. With regard to investment securities
held to maturity, management has the intent and ability to hold
such securities until maturity. Investment securities available
for sale are to be stated at fair value with any unrealized gains
and losses reported in a separate component of stockholders'
equity, net of tax effect, until realized. Once realized, gains
and losses on investment securities available for sale are
reflected in current period earnings.
(Continued)
F-8
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
Interest earned on investment securities is included in interest
income. Net gains and losses on the sale of investment securities
available for sale, computed on the specific identification
method, are shown separately in noninterest income in the
consolidated statements of operations. Accretion of discounts and
amortization of premiums are calculated on the effective interest
method over the anticipated life of the security.
A decline in the fair value of any security below amortized cost
that is deemed other than temporary is charged to income resulting
in the establishment of a new cost basis for the security.
(e) LOANS
Interest income on loans is credited to earnings based on the
principal amount outstanding at the respective rate of interest.
Accrual of interest on loans is discontinued when a loan becomes
contractually past due by 90 days or more with respect to interest
or principal. When a loan is placed on nonaccrual status, all
interest previously accrued, but not collected, is reversed
against current period interest income. Income on such loans is
then recognized only to the extent that cash is received and where
the future collection of principal is probable. Interest accruals
are recorded on such loans only when they are brought fully
current with respect to interest and principal and when, in the
judgment of management, the loans are estimated to be fully
collectible as to both principal and interest.
Management considers a loan to be impaired when it is probable
that the Company will be unable to collect all amounts due
according to the contractual terms of the loan agreement. When a
loan is considered impaired, the amount of impairment is measured
based on the present value of expected future cash flows
discounted at the loan's effective interest rate. If the loan is
collateral-dependent, the fair value of the collateral is used to
determine the amount of impairment. Impairment losses are included
in the allowance for loan losses through a charge to the provision
for loan losses. Impaired loans are charged to the allowance when
such loans are deemed to be uncollectible. Subsequent recoveries
are added to the allowance.
When a loan is considered impaired, cash receipts are applied
under the contractual terms of the loan agreement, first to
principal and then to interest income. Once the recorded principal
balance has been reduced to zero, future cash receipts are applied
to interest income, to the extent that any interest has not been
recognized. Any further cash receipts are recorded as recoveries
of any amount previously charged off.
A loan is also considered impaired if its terms are modified in a
troubled debt restructuring. For those accruing impaired loans,
cash receipts are typically applied to principal and interest
receivable in accordance with the terms of the restructured loan
agreement. Interest income is recognized on these loans using the
accrual method of accounting.
(f) ALLOWANCE FOR LOAN LOSSES
The ultimate collectibility of a substantial portion of the
Company's loan portfolio and the recovery of real estate owned are
susceptible to changes in economic and market conditions in the
geographic area served by the Company and various other factors.
(Continued)
F-9
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
Additions to the allowance for loan losses are based on
management's evaluation of the loan portfolio under current
economic conditions, past loan loss experience and such other
factors, which, in management's judgment, deserve recognition in
estimating loan losses. Loans are charged-off when, in the opinion
of management, such loans are deemed to be uncollectible.
Subsequent recoveries are added to the allowance.
(g) PREMISES AND EQUIPMENT
Premises and equipment are stated at cost less accumulated
depreciation. Depreciation is computed using both the
declining-balance method and the straight-line method over the
estimated useful lives of the assets, which range from three to
fifty years.
(h) OTHER REAL ESTATE
Other real estate represents property acquired through foreclosure
or deeded to the Company in lieu of foreclosure on real estate
mortgage loans on which borrowers have defaulted. Other real
estate is carried at the lower of cost or fair value, adjusted for
estimated selling costs. Reductions in the balance of other real
estate at the date of foreclosure are charged to the allowance for
loan losses. Subsequent changes in fair value, up to the value
established at foreclosure, are recognized as charges or credits
to noninterest expense with an offset to the allowance for losses
on other real estate.
(i) INCOME TAX EXPENSE
The Company accounts for income taxes under the asset and
liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and
operating loss and tax credit carryforwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment
date.
The Company files its federal income tax returns on a consolidated
basis.
(j) STOCK OPTION PLAN
The Company applies the intrinsic value-based method of accounting
prescribed by Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees, and related
interpretations, in accounting for its fixed plan stock options.
As such, compensation expense is recorded if the current market
price on the date of grant of the underlying stock exceeds the
exercise price.
Statement of Financial Accounting Standards (SFAS) No. 123,
Accounting for Stock Based Compensation, prescribes the
recognition of compensation expense based on the fair value of
options on the grant date and allows companies to apply APB No. 25
as long as certain pro forma disclosures are made assuming
hypothetical fair value method application. See note 10 for pro
forma disclosures required by SFAS No. 123.
(Continued)
F-10
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
(k) EARNINGS PER SHARE
Basic and diluted earnings per share are computed on the weighted
average number of shares outstanding in accordance with SFAS No.
128, Earnings Per Share.
(l) BUSINESS SEGMENTS
SFAS No. 131, Disclosures about Segments of an Enterprise and
Related Information, establishes standards for the disclosures
made by public business enterprises to report information about
operating segments in annual financial statements and requires
those enterprises to report selected information about operating
segments in interim financial reports issued to shareholders. It
also establishes standards for related disclosures about products
and services, geographic areas, and major customers. The Company
operates in only one segment - commercial banking.
(m) RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB)
issued SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities. SFAS 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging
activities. It requires that an entity recognize all derivatives
as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. For the
Company, SFAS No. 133 as amended was effective January 1, 2001.
Upon adoption of SFAS No. 133, management reclassified securities
with a book value of $13,975,608 and a fair value of $14,011,852
from the held-to-maturity classification to available-for-sale
classification as permitted by the Standard. This resulted in an
increase of accumulated other comprehensive income of $21,746,
which was net of a corresponding deferred tax liability of
$14,498. Otherwise, the adoption of SFAS No. 133 has had no impact
on the consolidated financial statements of the Corporation.
In September 2000, the FASB issued SFAS 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities. SFAS No. 140 is applicable to all transfers and
servicing of financial assets and extinguishments of liabilities
after March 31, 2001. The Statement is effective for recognition
and reclassification of collateral and disclosures relating to
securitization transactions and collateral for fiscal years ending
after December 15, 2000. Due to the nature of the Company's
activities, SFAS No. 140 has had no impact on the consolidated
financial statements of the Corporation.
In July 2001, the FASB issued SFAS No. 141, Business Combinations,
and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No.
141 requires that the purchase method of accounting be used for
all business combinations initiated after September 30, 2001. SFAS
No. 141 also specifies criteria that intangible assets acquired in
a purchase method business combination must meet to be recognized
and reported apart from goodwill. SFAS No. 142 will require that
goodwill and intangible assets with indefinite useful lives no
longer be amortized, but instead be tested for impairment at least
annually in accordance with the provisions of SFAS No. 142. SFAS
No. 142 will also require that intangible assets with estimable
useful lives be amortized over their respective estimated useful
lives to their estimated residual values, and reviewed for
impairment in accordance with SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of. The Company is required to adopt the provision of
SFAS No. 141 effective
(Continued)
F-11
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
immediately and SFAS No. 142 effective January 1, 2002. The
Company does not currently have any goodwill capitalized on its
balance sheet. Accordingly, the Company currently does not expect
the adoption of SFAS Nos. 141 and 142 to have an impact on the
consolidated financial statements of the Company.
In July 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations. This standard requires entities to record
the fair value of a liability for an asset retirement obligation
in the period in which it is incurred. When a liability is
initially recorded, an entity must capitalize the cost by
increasing the carrying amount of the related long-lived asset.
Over time, the liability is accreted to its present value each
period, and the capitalized cost is depreciated over the useful
life of the related asset. Upon settlement of the liability, an
entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement. The Company is required to
adopt the provisions of SFAS No. 143 for fiscal years beginning
after September 15, 2002. The Corporation is currently assessing
whether SFAS No. 143 will have an impact on its consolidated
financial statements.
In July 2001, the Office of the Chief Accountant and the Division
of Corporation Finance of the Securities and Exchange Commission
(the Commission) released Staff Accounting Bulletin No. 102 (SAB
102), Selected Loan Loss Allowance Methodology and Documentation
Issues, which provides certain views of the Commission staff on
the development, documentation, and application of a systematic
loan loss allowance methodology. SAB 102 does not change any of
the accounting profession's existing rules on accounting for loan
loss provision or allowances. Rather, the SAB draws upon existing
guidance, in Commission rules and interpretations, generally
accepted accounting principles, and generally accepted auditing
standards, and explains certain view of the Commission staff on
applying existing guidance related to loan loss allowance
methodologies and supporting documentation. SAB 102 is effective
immediately and has not had a significant impact on the Company's
consolidated financial statements.
In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets which supersedes both
SFAS No. 121 and the accounting and reporting provisions of APB
Opinion No. 30, Reporting and Results of Operations - Reporting
the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequent Occurring Events and
Transactions (Opinion No. 30), for the disposal of a segment of a
business (as previously defined in that Opinion). SFAS No. 144
retains the fundamental provisions in SFAS No. 121 for recognizing
and measuring impairment losses on long-lived assets held for use
and long-lived assets to be disposed of by sale, while also
resolving significant implementation issues associated with SFAS
No. 121. For example, SFAS No. 144 provides guidance on how a
long-lived asset that is used, as part of a group should be
evaluated for impairment, establishes criteria for when a
long-lived asset is held for sale, and prescribes the accounting
for a long-lived asset that will be disposed of other than by
sale. SFAS No. 144 retains the basic provisions of Opinion No. 30
on how to present discontinued operations in the income statement
but broadens that presentation to include a component of an entity
(rather than a segment of a business). Unlike SFAS No. 121, an
impairment assessment under SFAS No. 144 will not result in a
write-down of goodwill. Rather, goodwill is evaluated for
impairment under SFAS No. 142, Goodwill and Other Intangible
Assets.
(Continued)
F-12
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
The Company is required to adopt SFAS No. 144 no later than the
year beginning after December 15, 2001, and plans to adopt its
provisions for the year ending March 31, 2002. Management does not
expect the adoption of SFAS No. 144 to have a material impact on
the Company's financial statements because the impairment
assessment under SFAS No. 144 is largely unchanged from SFAS No.
121. The provisions of the statement for assets held for sale or
other disposals generally are required to be applied prospectively
after the adoption date to newly initiated disposal activities.
Therefore, management cannot fully determine the potential effects
that adoption of SFAS No. 144 will have on the Company's
consolidated financial statements.
(2) CASH AND DUE FROM BANKS
The Corporation's subsidiary bank is required by the Federal Reserve Bank
to maintain daily cash balances. These balances were $1,052,000 and
$1,023,000 at December 31, 2001 and 2000, respectively.
(3) INVESTMENT SECURITIES
No investment securities were classified as held to maturity as of
December 31, 2001.
The amortized cost and fair value of investment securities held to
maturity at December 31, 2000 were as follows:
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED
COST GAINS LOSSES FAIR VALUE
-------------- ---------------- ------------ ------------
U.S. government agencies
excluding mortgage-backed
securities $ 2,995,318 2,182 (46,260) 2,951,240
State and political
subdivisions 9,297,013 107,315 (34,381) 9,369,947
Mortgage-backed securities 1,683,277 12,150 (4,762) 1,690,665
------------ ------------ ------------ ------------
$ 13,975,608 121,647 (85,403) 14,011,852
============ ============ ============ ============
(Continued)
F-13
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
The amortized cost and fair value of investment securities available for
sale at December 31, 2001 and 2000 were as follows:
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
------------ ------------ ------------ ------------
2001
U.S. Treasury $ 1,506,392 37,828 -- 1,544,220
U.S. government agencies,
excluding mortgage-backed
securities 2,087,767 85,068 (23,220) 2,149,615
State and political subdivisions 18,532,023 248,324 (135,173) 18,645,174
Mortgage-backed securities 18,049,489 272,639 (38,285) 18,283,843
Corporate notes and other 991,821 16,166 (15,247) 992,740
------------ ------------ ------------ ------------
$ 41,167,492 660,025 (211,925) 41,615,592
============ ============ ============ ============
2000
U.S. Treasury $ 6,550,881 8,291 (17,282) 6,541,890
U.S. government agencies,
excluding mortgage-backed
securities 4,191,571 51,792 (39,563) 4,203,800
State and political subdivisions 12,010,159 169,604 (131,384) 12,048,379
Mortgage-backed securities 22,905,303 134,356 (156,627) 22,883,032
Corporate notes and other 502,428 -- (11,078) 491,350
------------ ------------ ------------ ------------
$ 46,160,342 364,043 (355,934) 46,168,451
============ ============ ============ ============
The amortized cost and fair value of debt securities classified as
investment securities available for sale at December 31, 2001,
categorized by contractual maturity are shown below. Expected maturities
may differ from contractual maturities because borrowers may have the
right to call or prepay obligations with or without prepayment penalties.
AMORTIZED COST FAIR VALUE
-------------- ------------
Investment securities available for sale:
Due in one year or less $ 1,181,970 1,200,102
Due after one year through five years 5,080,762 5,168,802
Due after five years through ten years 6,369,806 6,446,763
Due after ten years 10,485,465 10,516,082
------------ ------------
Subtotal 23,118,003 23,331,749
Mortgage-backed securities 18,049,489 18,283,843
------------ ------------
Total $ 41,167,492 41,615,592
============ ============
(Continued)
F-14
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
Proceeds from sales of investment securities available for sale during
2001, 2000, and 1999, were $9,443,336, $4,627,751, and $7,499,649,
respectively. Gross gains of $225,376 and gross losses of $52,162 were
realized on those sales in 2001. Gross gains of $40,041 and gross losses
of $5,316 were realized on those sales in 2000. Gross gains of $43,974
and gross losses of $12,067 were realized on those sales in 1999.
Securities with carrying values of $30,112,910 and $51,207,392 at
December 31, 2001 and 2000, respectively, were pledged to secure public
and trust deposits as required by law and for other purposes.
(4) LOANS AND ALLOWANCE FOR LOAN LOSSES
At December 31, 2001 and 2000, the composition of the loan portfolio was
as follows:
2001 2000
------------ ------------
Commercial and financial $ 78,792,276 72,608,370
Agricultural 19,089,172 14,871,440
Real estate - construction 7,377,897 7,404,300
Real estate - 1-4 family residential mortgage 27,233,771 28,580,500
Installment loans to individuals 16,552,493 18,072,546
------------ ------------
Total $149,045,609 141,537,156
============ ============
A summary of the transactions in the allowance for loan losses for the
years ended December 31, 2001, 2000, and 1999 follows:
2001 2000 1999
------------ ------------ ------------
Balance at beginning of year $ 1,939,307 1,676,274 1,428,492
Provision charged to earnings 480,000 475,000 496,000
Less: Loans charged-off 479,901 252,430 297,358
Plus: Loan recoveries 53,839 40,463 49,140
------------ ------------ ------------
Net charge-offs 426,062 211,967 248,218
------------ ------------ ------------
Balance at end of year $ 1,993,245 1,939,307 1,676,274
============ ============ ============
Loans on which the accrual of interest had been discontinued or reduced
amounted to $2,184,316 and $386,213 as of December 31, 2001 and 2000,
respectively. If these loans had been current throughout their terms,
interest income would have been increased by $123,443, $48,630, and
$36,625, for 2001, 2000, and 1999, respectively. At December 31, 2000,
the Company had impaired loans of $72,811. At December 31, 2001 and 1999,
the Company had no significant impaired loans.
(Continued)
F-15
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
During 2000 and 1999, certain executive officers and directors of the
Corporation and its subsidiary, including their immediate families and
companies with which they are associated, were loan customers of the
Bank. Total loans outstanding to these related parties at December 31,
2001 and 2000, amounted to $5,874,226 and $5,006,428, respectively. The
change from December 31, 2000 to December 31, 2001 reflects advances
amounting to $1,681,145 and payments of $813,347 made during the year.
Such loans are made in the ordinary course of business at normal credit
terms, including interest rate and collateral requirements, and do not
represent more than a normal credit risk.
(5) PREMISES AND EQUIPMENT
At December 31, 2001 and 2000, premises and equipment were as follows:
2001 2000
------------ ------------
Land $ 1,072,612 1,066,112
Buildings and leasehold improvements 4,433,492 4,488,710
Furniture, fixtures and equipment 3,885,957 3,097,827
Automobiles 133,475 136,919
------------ ------------
9,525,536 8,789,568
Less accumulated depreciation 3,624,504 3,791,227
------------ ------------
$ 5,901,032 4,998,341
============ ============
(6) BORROWED FUNDS
The Company was liable to the Federal Home Loan Bank of Atlanta on the
following advances at December 31, 2001:
INTEREST
MATURITY DATE RATE
------------- ------------
April 2002 4.45% $ 1,000,000
October 2002 4.66% 1,000,000
June 2006 7.19% 77,535
March 2011 4.22% 2,000,000
May 2012 7.41% 123,200
July 2017 6.93% 1,040,000
September 2017 6.82% 590,625
August 2017 6.84% 171,675
July 2020 7.54% 232,292
------------
Total (weighted average rate of 5.350%) $ 6,235,327
============
At December 31, 2001, the advances were collateralized by a blanket
pledge of first-mortgage residential loans.
(Continued)
F-16
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
(7) DEPOSITS
At December 31, 2001 and 2000, deposits were as follows:
2001 2000
------------ ------------
Noninterest bearing accounts $ 33,406,633 30,020,542
NOW accounts 19,274,192 44,755,793
Money market investment accounts 7,218,784 7,107,980
Savings account 15,016,012 14,286,862
Time deposits:
Certificates of deposit less than $100,000 70,864,115 65,663,087
Certificates of deposit greater than $100,000 34,729,433 29,755,415
------------ ------------
Total deposits $180,509,169 191,589,679
============ ============
Interest expense on certificates of deposit greater than $100,000
amounted to $1,337,682, $1,463,856, and $1,183,108 for the years ended
December 31, 2001, 2000, and 1999, respectively.
The Bank had a contract between it and a public entity that ended March
1, 2001. That entity maintained several accounts which had an aggregate
account balance of $20,741,491 at the end of December 2000. The contract
was not renewed and these funds were withdrawn from the Bank in 2001.
(8) SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
The maximum amount of outstanding securities sold under agreements to
repurchase during 2001 and 2000 was $15,815,554 and $13,228,003,
respectively. The weighted average borrowing rate at December 31, 2001
and 2000 was 1.00% and 5.72%, respectively. The average amount of
outstanding securities sold under agreements to repurchase during 2001
and 2000 was $11,612,232 and $10,665,742, respectively. The weighted
average borrowing rate during the years ended December 31, 2001 and 2000
was 3.15% and 5.52%, respectively. Securities underlying these agreements
are under the Company's control.
(9) INCOME TAXES
Total income tax expense (benefit) for the years ended December 31, 2001,
2000, and 1999 was allocated as follows:
2001 2000 1999
---------- ---------- ----------
Income from continuing operations $ 643,470 669,696 625,762
========== ========== ==========
Stockholders' equity, for other comprehensive
income $ 176,878 542,360 (728,985)
========== ========== ==========
(Continued)
F-17
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
The components of income tax expense attributable to income from
continuing operations for the years ended December 31, 2001, 2000, and
1999 were as follows:
2001 2000 1999
---------- ---------- ----------
Current:
Federal $ 580,936 599,579 711,105
State 56,526 115,388 61,093
---------- ---------- ----------
Total 637,462 714,967 772,198
Deferred:
Federal 7,866 (40,280) (134,478)
State (1,858) (4,991) (11,958)
---------- ---------- ----------
Total 6,008 (45,271) (146,436)
---------- ---------- ----------
Total income tax expense $ 643,470 669,696 625,762
========== ========== ==========
Total income tax expense differed from the amount computed by applying
the statutory federal income tax rate of 34% to pretax earnings as
follows:
2001 2000 1999
---------- ---------- ----------
Income tax at statutory rate $ 922,434 923,531 875,003
Increase (decrease) resulting from:
Tax exempt interest (342,371) (406,384) (371,959)
Interest disallowance 46,908 60,867 67,438
Deferred compensation 10,077 12,186 11,739
State income tax net of federal benefit 36,081 72,862 32,429
Premium amortization on tax exempt
investment securities 8,722 21,382 23,362
Cash surrendered value of life insurance (34,962) -- --
Other, net (3,419) (14,748) (12,250)
---------- ---------- ----------
$ 643,470 669,696 625,762
========== ========== ==========
(Continued)
F-18
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at
December 31, 2001 and 2000 are as follows:
2001 2000
---------- ----------
Deferred tax assets:
Loans, principally due to the allowance for loan losses $ 448,241 425,765
Other real estate, principally due to differences in carrying value 20,925 43,695
Accrued expenses 31,384 42,157
Security writedown 4,427 4,399
Other 42 65
---------- ----------
Total deferred tax assets 505,019 516,081
---------- ----------
Deferred tax liabilities:
Premises and equipment, principally due to difference in
depreciation 172,860 170,503
Investment securities available for sale 179,237 3,244
Discount accretion 40,468 26,429
Accrued employee benefits -- 21,996
Other 546 --
---------- ----------
Total deferred tax liabilities 393,111 222,172
---------- ----------
Net deferred tax asset (included in other assets) $ 111,908 293,909
========== ==========
In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of
the deferred tax assets will not be realized. The ultimate realization of
deferred tax assets is dependent upon the scheduled reversal of deferred
tax liabilities, projected future taxable income, and tax planning
strategies. Based upon the level of historical taxable income and
projection for future taxable income over the periods which the temporary
differences resulting in the deferred tax assets are deductible,
management believes it is more likely than not that the Company will
realize the benefits of these deductible differences.
(Continued)
F-19
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
(10) STOCK OPTION PLAN
The United Bancorporation of Alabama, Inc. 1998 Stock Option Plan (the
Plan) provides for the grant of options to officers, directors, and
employees of the Corporation to purchase up to an aggregate of 77,000
shares of Class A Stock. On May 5, 1999, options for shares totaling
42,480 were awarded under the Plan. Of the 42,480 shares, 19,440 vested
immediately and the remaining 23,040 vest over a period of three years
from the grant date. The changes in outstanding options are as follows:
WEIGHTED
AVERAGE
SHARES UNDER EXERCISE PRICE
OPTION PER SHARE
------------ -------------
Balance at December 31, 1999 41,560 $ 18.01
Granted 4,080 31.30
Surrendered -- --
Exercised (5,600) 16.00
------------ ------------
Balance at December 31, 2000 40,040 19.65
------------ ------------
Granted 4,080 32.50
Surrendered -- --
Exercised (2,600) 16.00
------------ ------------
Balance at December 31, 2001 41,520 $ 21.14
============ ============
(Continued)
F-20
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
Stock options outstanding and exercisable on December 31, 2001 and 2000
were as follows:
2001
---------------------------------------------------------------------------------
WEIGHTED AVERAGE REMAINING
EXERCISE PRICE PER SHARE SHARES UNDER OPTION CONTRACTUAL LIFE IN YEARS
------------------------ ------------------- --------------------------
Outstanding:
$16.00 25,200 7.0
22.50 4,080 7.0
30.00 4,080 8.0
31.30 4,080 9.0
32.50 4,080 10.0
------------------- ------------------- --------------------
$16.00 - 32.50 41,520 7.6
=================== =================== ====================
Exercisable:
$16.00 25,200 7.0
22.50 4,080 7.0
30.00 4,080 8.0
31.30 4,080 9.0
32.50 4,080 10.0
------------------- ------------------- --------------------
$16.00 - 32.50 41,520 7.6
=================== =================== ====================
2000
---------------------------------------------------------------------------------
WEIGHTED AVERAGE REMAINING
EXERCISE PRICE PER SHARE SHARES UNDER OPTION CONTRACTUAL LIFE IN YEARS
------------------------ ------------------- --------------------------
Outstanding:
$16.00 27,800 8.0
22.50 4,080 8.0
30.00 4,080 9.0
31.30 4,080 10.0
------------------- ------------------- --------------------
$16.00 - 31.30 40,040 8.3
=================== =================== ====================
Exercisable:
$16.00 20,120 8.0
22.50 4,080 8.0
30.00 4,080 9.0
31.30 4,080 10.0
------------------- ------------------- --------------------
$16.00 - 31.30 32,360 8.4
=================== =================== ====================
(Continued)
F-21
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
Had compensation expense for the Company's stock options been recognized
based on the fair value on the grant date under the methodology
prescribed by SFAS 123, the Company's net earnings and earnings per share
for the years ended December 31, 2001, 2000, and 1999 would have been
impacted as shown in the following table:
2001 2000 1999
------------ ------------ ------------
Reported net earnings $ 2,069,570 2,046,571 1,947,776
Pro forma net earnings 2,058,300 2,035,300 1,872,800
Reported diluted earnings
per share 1.87 1.86 1.86
Pro forma diluted earnings
per share 1.86 1.85 1.79
The fair value of options granted, which is amortized to expense over the
option vesting period in determining the pro forma impact, is estimated
on the date of grant using the Black-Scholes option-pricing model with
the following weighted average assumptions:
2001 2000 1999
------------ ------------ ------------
Expected life of option 10 yrs 10 yrs 10 yrs
Risk-free interest rate 3.50% 4.15% 5.16%
Expected volatility of 0%
Company stock 12.00% 12.7 12.00%
Expected dividend yield of Company 7%
stock 2.84% 1.6 2.67%
The weighted average fair value of options granted during 2001 and 2000
is as follows:
2001 2000 1999
------------ ------------ ------------
Fair value of each option granted $ 7.84 8.05 8.09
Total number of options granted 54,720 50,640 46,560
Total fair value of all options granted 429,094 407,510 376,651
In accordance with SFAS No. 123, the weighted average fair value of stock
options granted is required to be based on a theoretical statistical
model using the preceding Black-Scholes assumptions.
(Continued)
F-22
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
(11) NET INCOME PER SHARE
Presented below is a summary of the components used to calculate diluted
earnings per share for the years ended December 31, 2001, 2000, and 1999:
2001 2000 1999
---------- ---------- ----------
Diluted earnings per share:
Weighted average common shares outstanding 1,095,706 1,091,538 1,034,346
Effect of the assumed exercise of stock
options-based on the treasury stock method
using average market price 12,924 9,164 12,453
---------- ---------- ----------
Total weighted average common
shares and potential common stock
outstanding 1,108,630 1,100,702 1,046,799
========== ========== ==========
(12) EMPLOYEE BENEFIT PLANS
The Company adopted a 401(k) employee incentive savings plan effective
January 1, 1988. Employees become eligible after completing six months of
service and attaining age 20.5. They can contribute a minimum of 1% up to
10% of salary to the plan. The Company contributes twenty-five cents for
each dollar the employee contributes, up to 4% of the employee's salary.
Total Company contributions to the plan during 2001, 2000, and 1999 were
$28,829, $24,249, and $31,428, respectively.
The Company also maintains a profit-sharing plan for eligible employees.
Eligibility requirements for this plan are the same as the 401(k)
Employee Incentive Savings Plan. Annual profit sharing contributions of
$110,600, $82,000, and $98,000 were made in 2001, 2000, and 1999,
respectively.
(13) FAIR VALUE OF FINANCIAL INSTRUMENTS
SFAS 107, Disclosures about Fair Value of Financial Instruments, requires
disclosure of fair value information about financial instruments, whether
or not recognized on the face of the balance sheet, for which it is
practicable to estimate that value. The assumptions used in the
estimation of the fair value of the Company's financial instruments are
explained below. Where quoted market prices are not available, fair
values are based on estimates using discounted cash flow and other
valuation techniques. Discounted cash flows can be significantly affected
by the assumptions used, including the discount rate and estimates of
future cash flows. The following fair value estimates cannot be
substantiated by comparison to independent markets and should not be
considered representative of the liquidation value of the Company's
financial instruments, but rather a good-faith estimate of the fair value
of financial instruments held by the Company. SFAS 107 excludes certain
financial instruments and all non-financial instruments from its
disclosure requirements.
(Continued)
F-23
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
The following methods and assumptions were used by the Company in
estimating the fair value of its financial instruments:
(a) CASH, CASH EQUIVALENTS, AND INTEREST EARNING DEPOSITS WITH OTHER
FINANCIAL INSTITUTIONS
Fair value equals the carrying value of such assets.
(b) INVESTMENT SECURITIES
The fair value of investment securities is based on quoted market
prices.
(c) LOANS
The fair value of loans is calculated using discounted cash flows
and excludes lease-financing arrangements. The discount rates used
to determine the present value of the loan portfolio are estimated
market discount rates that reflect the credit and interest rate
risk inherent in the loan portfolio. The estimated maturities are
based on the Company's historical experience with repayments
adjusted to estimate the effect of current market conditions. The
carrying amount of accrued interest approximates its fair value.
(d) DEPOSITS
The fair value of deposits with no stated maturity, such as
non-interest bearing demand deposits, NOW accounts, savings and
money market deposit accounts, is equal to the carrying value.
Certificates of deposit have been valued using discounted cash
flows. The discount rates used are based on estimated market rates
for deposits of similar remaining maturities.
The fair value estimates in the table below do not include the
benefit that results from the low-cost funding provided by the
deposit liabilities compared to the cost of borrowing funds in the
market.
(e) SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
Due to their short-term nature, the fair value of securities sold
under agreements to repurchase approximates their carrying value.
(f) FHLB AND OTHER BORROWED FUNDS
The fair value of the Company's other borrowed funds approximates
the carrying value of such liabilities. The fair value of FHLB
advances is based on current borrowing rates.
(g) COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT
There is no market for the commitment to extend credit and standby
letters of credit and they were issued without explicit cost.
Thereby it is not practical to establish their fair value.
(Continued)
F-24
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
The carrying value and estimated fair value of the Company's
financial instruments at December 31, 2001 and 2000 are as follows
(in thousands):
2001 2000
----------------------------- -----------------------------
CARRYING ESTIMATED CARRYING ESTIMATED
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
------------ ------------ ------------ ------------
Financial assets:
Cash and short-term
investments $ 19,348 19,348 20,360 20,360
============ ============ ============ ============
Investment securities $ 41,615 41,615 60,812 60,856
============ ============ ============ ============
Loans, net of unearned
income and allowance
for loan losses $ 147,052 151,823 139,595 138,796
============ ============ ============ ============
Financial liabilities:
Deposits $ 180,509 181,433 191,590 194,677
============ ============ ============ ============
Securities sold under
agreements to repurchase $ 9,069 9,069 10,667 10,671
============ ============ ============ ============
Other borrowed funds $ 416 416 596 596
============ ============ ============ ============
FHLB advances $ 6,235 6,885 5,889 5,839
============ ============ ============ ============
(14) DIVIDENDS FROM SUBSIDIARY
Dividends paid by the subsidiary bank are the primary source of funds
available to the Corporation for payment of dividends to its stockholders
and for other needs. Applicable federal and state statutes and
regulations impose restrictions on the amounts of dividends that may be
declared by the subsidiary bank. In addition, the subsidiary bank is also
required to maintain minimum amounts of capital to total "risk-weighted"
assets, as defined by banking regulators. Capital adequacy considerations
could further limit the availability of dividends from the subsidiary
bank. At December 31, 2001, the Bank could have declared dividends of
approximately $4,220,425 without prior approval of regulatory
authorities.
(Continued)
F-25
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
(15) COMPREHENSIVE INCOME
The following is a summary of the components of other comprehensive
income:
YEAR ENDED DECEMBER 31
----------------------------------------------
2001 2000 1999
------------ ------------ ------------
Other comprehensive income before tax
Unrealized holding gains (losses) arising
during the period, net $ 613,205 1,390,551 (1,790,555)
Less: reclassification adjustment for gains
included in net earnings 173,214 34,725 31,907
------------ ------------ ------------
Other comprehensive income, before income taxes 439,991 1,355,826 (1,822,462)
Income tax expense (benefit) related to other
comprehensive income:
Unrealized holding gains (losses) arising
during the period, net 245,280 556,250 (716,222)
Less: reclassification adjustment for gains
included in net income 69,286 13,890 12,763
------------ ------------ ------------
Total income tax expense (benefit)
related to other comprehensive
income 175,994 542,360 (728,985)
------------ ------------ ------------
Other comprehensive income (loss), after taxes $ 263,997 813,466 (1,093,477)
============ ============ ============
(16) LITIGATION
The Corporation and its subsidiary bank are involved in various legal
proceedings arising in connection with their business. In the opinion of
management, based upon consultation with legal counsel, the ultimate
resolution of these proceedings is not expected to have a material
adverse effect upon the financial statements of the Company.
(Continued)
F-26
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
(17) COMMITMENTS
The Corporation's subsidiary bank leases certain property and equipment
for use in its business. These leases have lease terms generally not in
excess of five years. Future minimum rental payments required under
operating leases which have initial or remaining noncancelable lease
terms in excess of one year as of December 31, 2001 are as follows:
YEARS ENDING DECEMBER 31
------------------------
2002 $ 101,875
2003 95,125
2004 94,857
2005 83,652
2006 49,902
Thereafter --
----------
$ 425,411
==========
Rental expense for all operating leases charged to earnings aggregated
$105,625, $92,175, and $103,298 for the years ended December 31, 2001,
2000, and 1999, respectively.
The Company is a party to financial instruments with off-balance-sheet
risk in the normal course of business to meet the financing needs of its
customers. These financial instruments include commitments to extend
credit, standby letters of credit and financial guarantees. Such
instruments involve elements of credit risk in excess of the amounts
recognized in the consolidated financial statements.
The Company's exposure to credit loss in the event of nonperformance by
the other party to the financial instrument for commitments to extend
credit, standby letters of credit, and financial guarantees written is
represented by the contractual amount of these instruments. The Company
uses the same credit policies in making conditional obligations as it
does for on-balance-sheet instruments.
The financial instruments whose contract amounts represent credit risk as
of December 31, 2001, are as follows:
Commitments to extend credit $ 13,983,989
Standby letters of credit 637,000
Standby letters of credit are commitments issued by the Company to
guarantee the performance of a customer to a third party. Those
guarantees are primarily issued to support public and private borrowing
arrangements. The credit risk involved in issuing letters of credit is
essentially the same as that involved in extending loan facilities to
customers. The Company holds various assets as collateral supporting
those commitments for which collateral is deemed necessary.
(Continued)
F-27
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Since many of the commitments
are expected to expire without being drawn upon, the total commitment
amounts do not necessarily represent future cash requirements.
(18) OTHER NONINTEREST INCOME AND EXPENSE
Components of other noninterest expense exceeding 1% of the total of
interest income and other income for any of the years ended December 31,
2001, 2000, and 1999, respectively, include the following:
2001 2000 1999
---------- ---------- ----------
Data processing fees $ 247,584 297,320 252,773
Supplies expenses 214,006 279,544 293,732
(19) REGULATORY MATTERS
The Company and the subsidiary bank are 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 of prompt corrective action, the Company and the
subsidiary bank must meet specific capital guidelines that involve
quantitative measures of each bank's assets, liabilities, and certain
off-balance-sheet items as calculated under regulatory accounting
practices. The capital amounts and classification of the Company and the
subsidiary bank 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 and the subsidiary bank to maintain minimum
core capital (Tier I Capital) of at least 4% of risk-weighted assets,
minimum total capital (Total Qualifying Capital) of at least 8% of
risk-weighted assets and a minimum leverage ratio of at least 4% of
average assets. Management believes, as of December 31, 2001, that the
Company and the subsidiary bank meet all capital adequacy requirements to
which they are subject.
(Continued)
F-28
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
As of December 31, 2001, the most recent notification from the
appropriate regulatory agencies categorized the subsidiary bank as "well
capitalized" under the regulatory framework for prompt corrective action.
To be categorized as "well capitalized", the subsidiary banks must
maintain minimum Total Qualifying Capital, Tier I Capital, and leverage
ratios of at least 10%, 6%, and 5%, respectively. There are no conditions
or events since that notification that management believes have changed
the subsidiary bank's category.
The following table presents the actual capital amounts and ratios of the
Corporation and its significant subsidiary banks at December 31, 2001 and
2000:
TOTAL QUALIFYING
CAPITAL TIER I CAPITAL LEVERAGE
------------------------- ------------------------- --------------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
---------- ---------- ---------- ---------- ---------- ----------
As of December 31, 2001
Consolidated $ 23,570 $ 14.54% 21,577 $ 13.31% 21,577 9.88%
United Bank 22,564 13.84% 20,571 12.62% 20,571 9.46%
As of December 31, 2000
Consolidated 21,992 14.52% 20,099 13.27% 20,099 9.13%
United Bank 20,973 14.02% 19,102 12.77% 19,102 8.57%
(Continued)
F-29
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
(20) PARENT COMPANY FINANCIAL INFORMATION
The condensed financial information for United Bancorporation of Alabama,
Inc. (Parent Company Only) follows:
(Parent Company Only)
Condensed Balance Sheet Information
December 31, 2001 and 2000
ASSETS 2001 2000
------------ ------------
Cash $ 175,156 91,957
Dividend receivable from subsidiary bank 384,055 328,000
Other receivable -- 88,250
Premises and equipment 840,588 835,172
Investment in subsidiary bank 20,840,844 19,106,608
------------ ------------
Total assets $ 22,240,643 20,449,987
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Other liabilities $ 394,150 345,514
------------ ------------
Stockholders' equity:
Class A common stock of $.01 par value. Authorized 5,000,000
shares; 1,159,481 and 1,156,881 shares issued in 2001 and
2000, respectively 11,595 11,569
Class B common stock of $.01 par value. Authorized 250,000
shares; no shares issued -- --
Preferred stock of $.01 par value. Authorized 250,000 shares;
no shares issued -- --
Surplus 5,056,304 4,994,477
Retained earnings 16,961,631 15,550,141
Accumulated other comprehensive income, net of tax 268,863 4,866
------------ ------------
22,298,393 20,561,053
Less 62,181 and 62,649 treasury shares at cost in 2001 and 2000,
respectively 451,900 456,580
------------ ------------
Total stockholders' equity 21,846,493 20,104,473
------------ ------------
Total liabilities and stockholders' equity $ 22,240,643 20,449,987
============ ============
(Continued)
F-30
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
(Parent Company Only)
Condensed Statements of Operations Information
Years ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ------------
Income:
Cash dividends from subsidiary $ 659,055 766,000 333,393
Other 43,550 36,850 41,967
Expense:
Salaries and benefits 12,480 80,760 193,359
Other 90,794 130,413 80,846
------------ ------------ ------------
Earnings before equity in
undistributed earnings of subsidiary 599,331 591,677 101,155
------------ ------------ ------------
Equity in undistributed earnings of subsidiary 1,470,239 1,454,894 1,846,621
------------ ------------ ------------
Net earnings $ 2,069,570 2,046,571 1,947,776
============ ============ ============
(Continued)
F-31
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Financial Statements
December 31, 2001, 2000, and 1999
(Parent Company Only)
Condensed Statements of Cash Flows Information
Years ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ------------
Cash flows from operating activities:
Net earnings $ 2,069,570 2,046,571 1,947,776
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Equity in undistributed earnings of
subsidiary (1,470,239) (1,454,894) (1,846,621)
Compensation expense arising from stock
option awards 12,480 45,760 193,359
Increase (decrease) in other liabilities 48,636 8,734 (152,050)
Decrease (increase) in receivables 32,195 (328,000) 519,831
------------ ------------ ------------
Net cash provided by operating
activities 692,642 318,171 662,295
------------ ------------ ------------
Cash flows from investing activities:
Purchases of premises and equipment (5,416) (204,316) (74,031)
Capital investment in subsidiary -- -- (725,000)
------------ ------------ ------------
Net cash used in investing activities (5,416) (204,316) (799,031)
------------ ------------ ------------
Cash flows from financing activities:
Cash dividends (658,080) (601,300) (584,112)
Proceeds from private placement -- 44,000 1,055,142
Proceeds from sale of treasury stock 12,453 19,713 --
Exercise of stock options 41,600 89,600 80,000
------------ ------------ ------------
Net cash provided by financial
activities (604,027) (447,987) 551,030
------------ ------------ ------------
Net increase (decrease) in cash 83,199 (334,132) 414,294
Cash, beginning of year 91,957 426,089 11,795
------------ ------------ ------------
Cash, end of year $ 175,156 91,957 426,089
============ ============ ============
F-32
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable
39
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is incorporated herein by reference to the
Company's definitive Proxy Statement relating to the Company's 2002 Annual
Meeting of Stockholders to be filed not later than 120 days after the year ended
December 31, 2001 pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to the
Company's definitive Proxy Statement relating to the Company's 2002 Annual
Meeting of Stockholders to be filed not later than 120 days after the year ended
December 31, 2001 pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by reference to the
Company's definitive Proxy Statement relating to the Company's 2002 Annual
Meeting of Stockholders to be filed not later than 120 days after the year ended
December 31, 2001 pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference to the
Company's definitive Proxy Statement relating to the Company's 2002 Annual
Meeting of Stockholders to be filed not later than 120 days after the year ended
December 31, 2001 pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended.
40
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) The financial statements listed in the Index to Financial
Statements contained in Item 8 hereof are filed as part of
this Annual Report on Form 10-K.
(2) Financial statement schedules have been omitted as
inapplicable.
(3) The Exhibits listed below are filed as part of this Report.
Management contracts and compensatory plans and arrangements
required to be filed pursuant to Item 14(c) are identified by
an asterisk (*).
3.1 Restated Certificate of Incorporation of the Registrant
(Incorporated by reference herein from Exhibit 3a to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1988).
3.1.1 Certificate of Amendment to Restated Certificate of
Incorporation Of the Registrant(Incorporated by reference
herein from Exhibit 3.1.1 to Registrant's Quarterly Report on
Form 10-Q for the Quarter Ended March 31, 1999).
3.2 Amended and Restated Bylaws of the Registrant (Incorporated by
reference herein from Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1992).
10.1 Form of Employment Agreement between United Bank and Robert R.
Jones, III(Incorporated by reference herein from Exhibit 10.1
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.*
10.2 Supplemental Agreement between United Bank, the Registrant and
Robert R. Jones III (Incorporated by reference herein from
Exhibit 10.2 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998)*.
10.3 1998 Stock Option Plan of United Bancorporation of Alabama,
Inc. (Incorporated by reference herein from Exhibit 3.1.1 to
Registrant's Quarterly Report on Form 10-Q for the Quarter
Ended March 31, 1999).
10.4 1999 Employee Stock Purchase Plan of United Bancorporation of
Alabama, Inc. (incorporated herein by reference from appendix
A to the Registrants definitive proxy statement dated April
10, 2000)*.
21 Subsidiary of the Registrant.
(b) No reports on Form 8-K were filed during the last quarter of the fiscal
year ended December 31, 2001.
41
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.
UNITED BANCORPORATION OF ALABAMA, INC.
(Registrant)
BY: /s/ Robert R. Jones, III
-------------------------------------
Robert R. Jones, III
President and Chief Executive Officer
March 29, 2002
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.
SIGNATURES CAPACITY IN WHICH SIGNED DATE
/s/ Robert R. Jones, III President, Chief March 29, 2002
---------------------------- Executive Officer, and
Robert R. Jones, III Director
/s/ Mitchell D. Staples Treasurer March 29, 2002
---------------------------- (principal financial and
Mitchell D. Staples principal accounting
officer)
/s/ H. Leon Esneul Director March 29, 2002
----------------------------
H. Leon Esneul
/s/ David D. Swift Director March 29, 2002
----------------------------
David D. Swift
/s/ William J. Justice Director March 29, 2002
----------------------------
William J. Justice
/s/ Bobby W. Sawyer Director March 29, 2002
----------------------------
Bobby W. Sawyer
/s/ William C. Grissett Director March 29, 2002
----------------------------
William C. Grissett
/s/ L. Walter Crim Director March 29, 2002
----------------------------
L. Walter Crim
42
INDEX TO EXHIBITS
Exhibit Page
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21 Subsidiary of the registrant E2