10-K 1 a10k123103.txt FORM 10-K, 12-31-03 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2003 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-14412 Farmers Capital Bank Corporation (Exact name of registrant as specified in its charter) Kentucky 61-1017851 --------------------------------------------- ----------------------- (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification Number) P.O. Box 309, 202 West Main St. Frankfort, Kentucky 40601 --------------------------------------------- ----------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (502) 227-1600 Securities registered pursuant to Section 12(b) of the Act: None None -------------------------------------------- ---------------------- (Title of each class) (Name of each exchange on which registered) Securities registered pursuant to Section 12(g)of the Act: Common Stock - $ .125 per share Par Value ----------------------------------------- (Title of Class) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [x] No [ ] The aggregate market value of the registrant's outstanding voting stock held by non-affiliates on June 30, 2003 (the last business day of the registrant's most recently completed second fiscal quarter) was $214,690,533. As of March 11, 2004 there were 6,727,380 shares outstanding. Documents incorporated by reference: Portions of the Registrant's 2003 Annual Report to Shareholders are incorporated by reference into Part II. Portions of the Registrant's Proxy Statement relating to the Registrant's 2004 Annual Meeting of Shareholders are incorporated by reference into Part III. An index of exhibits filed with this Form 10-K can be found on page 16. FARMERS CAPITAL BANK CORPORATION FORM 10-K INDEX Page Part I Item 1. Business 3 Item 2. Properties 9 Item 3. Legal Proceedings 9 Item 4. Submission of Matters to a Vote of Security Holders 10 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 10 Item 6. Selected Financial Data 11 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 12 Item 8. Financial Statements and Supplementary Data 12 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 12 Item 9A. Controls and Procedures 12 Part III Item 10. Directors and Executive Officers of the Registrant 13 Item 11. Executive Compensation 13 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 13 Item 13. Certain Relationships and Related Transactions 13 Item 14. Principal Accountant Fees and Services 13 Part IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 14 Signatures 16 Index of Exhibits 17 PART I Item 1. Business ---------------- Organization ------------ Farmers Capital Bank Corporation (the "Registrant" or the "Company") is a financial holding company. The Registrant was originally formed as a bank holding company under the Bank Holding Company Act of 1956, as amended, on October 28, 1982 under the laws of the Commonwealth of Kentucky. During 2000, the Registrant elected to change from a bank holding company to a financial holding company (see discussion in Supervision and Regulation section of this report). The Registrant's subsidiaries provide a wide range of banking and bank-related services to customers throughout Kentucky. The bank subsidiaries owned by the Registrant include Farmers Bank & Capital Trust Co. ("Farmers Bank"), Frankfort, Kentucky; United Bank & Trust Co. ("United Bank"), Versailles, Kentucky; Lawrenceburg National Bank ("Lawrenceburg Bank"), Harrodsburg, Kentucky; First Citizens Bank, Shepherdsville, Kentucky; Farmers Bank and Trust Company ("Farmers Georgetown Bank"), Georgetown, Kentucky; and Kentucky Banking Centers, Inc. ("Ky. Banking Centers"), Glasgow, Kentucky. The Registrant also owns FCB Services, Inc., ("FCB Services"), a nonbank data processing subsidiary located in Frankfort, Kentucky and Kentucky General Life Insurance Company, Inc., ("Kentucky General"), a nonbank insurance agency subsidiary located in Frankfort, Kentucky. The Registrant provides a broad range of financial services to individuals, corporations, and others through its 23 banking locations throughout Central Kentucky. These services primarily include the activities of lending and leasing, receiving deposits, providing cash management services, safe deposit box rental, and trust activities. Operations are managed and financial performance is evaluated at the subsidiary level. The Registrant's chief decision makers monitor the results of the various banking products and services of its subsidiaries. Accordingly, all of the Registrant's operations are considered by management to be aggregated in one reportable operating segment: commercial and retail banking. As of December 31, 2003, the Registrant had $1.3 billion in consolidated assets.
Farmers Capital Bank Corporation Frankfort, KY . . . ...................................................................................................................... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kentucky General United Bank & Lawrenceburg Farmers Bank Farmers Bank & First Citizens Kentucky Banking FCB Services, Life Insurance Trust Co. National Bank and Trust Company Capital Trust Co. Bank Centers, Inc. Inc. Company, Inc Versailles, KY Harrodsburg, KY Georgetown, KY Frankfort, KY Shepherdsville, KY Glasgow, KY Frankfort, KY Frankfort, KY 100% 100% 100% 100% 100% 100% 100% 100% . . . . . . . . . . . ............................................... . . . . . . ..................................................... . . ......... . . . . . . . . . . . . . . . . . . . . Community Development Farmers Bank Leasing One Farmers Capital . . EV Propeties, Inc. of Kentucky, Inc. Realty Co. Corporation Insurance Corp. EG Properties, Inc. EH Properties, Inc. Versailles, KY Georgetown, KY Frankfort, KY Frankfort, KY Frankfort, KY Frankfort, KY Frankfort, KY (Inactive) (Inactive) 100% 100% 100% 100% 100% . . . Farmers Fidelity Insurance Agency, LLP 50%
Farmers Bank, originally organized in 1850, is a state chartered bank engaged in a wide range of commercial and personal banking activities, which include accepting savings, time and demand deposits; making secured and unsecured loans to corporations, individuals and others; providing cash management services to corporate and individual customers; issuing letters of credit; renting safe deposit boxes; and providing funds transfer services. The bank's lending activities include making commercial, construction, mortgage, and personal loans and lines of credit. The bank serves as an agent in providing credit card loans. It acts as trustee of personal trusts, as executor of estates, as trustee for employee benefit trusts and as registrar, transfer agent and paying agent for bond issues. Farmers Bank also acts as registrar, transfer agent and paying agent for the Registrant's stock. Farmers Bank is the general depository for the Commonwealth of Kentucky and has been for more than 70 years. Farmers Bank is the largest bank chartered in Franklin County. It conducts business in its principal office and four branches within Frankfort, the capital of Kentucky. Franklin County is a diverse community, including government, commerce, finance, industry, medicine, education and agriculture. The bank also serves many individuals and corporations throughout Central Kentucky. On December 31, 2003, it had total consolidated assets of $569.5 million, including loans net of unearned income of $256.7 million. On the same date, total deposits were $444.3 million and shareholders' equity totaled $34.5 million. Farmers Bank had four active subsidiaries during 2003: Farmers Bank Realty Co. ("Realty"), Leasing One Corporation ("Leasing One"), Farmers Capital Insurance Corporation ("Farmers Insurance"), and EG Properties, Inc. ("EG Properties"). In May 2000 Farmers Bank incorporated E Properties, Inc. This company was liquidated on December 31, 2001. Realty was incorporated in 1978 for the purpose of owning certain real estate used by the Registrant and Farmers Bank in the ordinary course of business. Realty had total assets of $3.3 million on December 31, 2003. Leasing One was incorporated in August 1993 to operate as a commercial equipment leasing company. It is located in Frankfort and is currently licensed to conduct business in thirteen states. In 1997, it began to service leases for unaffiliated third parties. At year-end 2003 it had total assets of $19.7 million, including leases net of unearned income of $21.6 million. Farmers Insurance was organized in 1988 to engage in insurance activities permitted to the Registrant under federal and state law. Farmers Bank capitalized this corporation in December 1998. Farmers Insurance acts as an agent for Commonwealth Land Title Co. At year-end 2003 it had total assets of $1.1 million. Farmers Insurance holds a 50% interest in Farmers Fidelity Insurance Company, LLP ("Farmers Fidelity"). The Creech & Stafford Insurance Agency, Inc., an otherwise unrelated party to the Registrant, also holds a 50% interest in Farmers Fidelity. In November 2002 Farmers Bank incorporated EG Properties. EG Properties is involved in real estate management and liquidation for properties repossessed by Farmers Bank. On February 15, 1985, the Registrant acquired United Bank, a state chartered bank originally organized in 1880. It is engaged in a general banking business providing full service banking to individuals, businesses and governmental customers. It conducts business in its principal office and two branches in Woodford County, Kentucky. During 2003 United Bank incorporated EV Properties, Inc. This company, which was inactive at year-end 2003, will be involved in real estate management and liquidation for properties repossessed by United Bank. Based on deposits, United Bank is the second largest bank chartered in Woodford County with total assets of $161.0 million and total deposits of $141.7 million at December 31, 2003. On June 28, 1985, the Registrant acquired Lawrenceburg Bank, a national chartered bank originally organized in 1885. It is engaged in a general banking business providing full service banking to individuals, businesses and governmental customers. During 1998, it was granted permission by the Office of the Comptroller of the Currency ("OCC") to move its charter and main office to Harrodsburg, Kentucky in Mercer County. Construction of the new site in Harrodsburg was completed and operations began there in July 1999. Lawrenceburg Bank conducts business at the Harrodsburg site and two branches in Anderson County, Kentucky. Based on deposits, the Anderson County branches rank number one in size compared to all banks chartered in Anderson County. Total assets were $142.5 million and total deposits were $130.6 million at December 31, 2003. On March 31, 1986, the Registrant acquired First Citizens Bank, a state chartered bank originally organized in 1964. It is engaged in a general banking business providing full service banking to individuals, businesses and governmental customers. During 1997, it applied and was granted permission by the Kentucky Department of Financial Institutions ("KDFI") to move its charter and main office to Shepherdsville, Kentucky in Bullitt County. First Citizens Bank completed construction of the site and began operations there in April 1998. During 1999, First Citizens Bank closed its South Dixie branch in Elizabethtown, Kentucky. It now conducts business in its four branches in Hardin County, Kentucky along with its principal office in Shepherdsville. During 2003 First Citizens Bank incorporated EH Properties, Inc. This company is involved in real estate management and liquidation for properties repossessed by First Citizens Bank. Based on deposits, First Citizens Bank's Hardin County branches rank number four in size compared to all banks chartered in Hardin County. Total assets were $169.2 million and total deposits were $140.9 million at December 31, 2003. On June 30, 1986, the Registrant acquired Farmers Georgetown Bank, a state chartered bank originally organized in 1850. It is engaged in a general banking business providing full service banking to individuals, businesses and governmental customers. It conducts business in its principal office and three branches in Scott County, Kentucky. Based on deposits, Farmers Georgetown Bank is the largest bank chartered in Scott County with total assets of $195.3 million and total deposits of $132.5 million at December 31, 2003. On July 16, 2002, Farmers Georgetown Bank incorporated Community Development of Kentucky, Inc. ("CDK, Inc.") in order to apply to be certified as a Community Development Entity for participation in the New Markets Tax Credit Program ("Program") as provided by the Community Renewal Tax Relief Act of 2000. The Program is designed to promote economic development in qualified low-income communities as defined by the tax regulations. The Program is still evolving and the extent of the Company's participation will be determined at a future date. On June 15, 1987, the Registrant acquired Horse Cave State Bank, a state chartered bank originally organized in 1926. During 1997, it received approval from the KDFI to move its charter to Glasgow, Kentucky. Subsequent to that approval, Horse Cave State Bank changed its name to Kentucky Banking Centers, Inc. Ky. Banking Centers is engaged in a general banking business providing full service banking to individuals, businesses, and governmental customers. It conducts business in its principal office in Glasgow and two branches in Hart County, Kentucky. Based on deposits, Ky. Banking Centers' Hart County branches rank number one in size compared to all banks chartered in Hart County. Total assets were $119.8 million and total deposits were $108.0 million at December 31, 2003. FCB Services, organized in 1992, provides data processing services and support for the Registrant and its subsidiaries. It is located in Frankfort, Kentucky. During 1994, FCB Services began performing data processing services for nonaffiliated banks. FCB Services had total assets of $2.9 million at December 31, 2003. Kentucky General was incorporated on June 22, 2000 to engage in insurance activities permitted by federal and state law. This corporation was inactive as of December 31, 2003. On February 13, 2004 the Registrant entered into a Stock Purchase Agreement with Citizens Bank (Kentucky), Inc. ("Citizens Bank") and Premier Financial Bancorp, Inc. ("Premier") under which agreement the Registrant would acquire from Premier the capital stock of Citizens Bank for $14,500,000 in cash. Subject to the required regulatory approvals and other conditions set forth in the agreement, this transaction is expected to close during the second quarter of 2004. Citizens Bank is a Kentucky state banking corporation which had total deposits of $65,486,000 as of December 31, 2003. Lending ------- A significant part of the Company's operating activities include originating loans, approximately 71% of which are secured by real estate at December 31, 2003. Real estate lending primarily includes loans secured by owner-occupied one-to-four family residential properties as well as commercial real estate mortgage loans to developers and owners of other commercial real estate. Real estate lending primarily includes both variable and adjustable rate products. Loan rates on variable rate loans generally adjust upward or downward immediately based on changes in the loan's index, normally prime rate as published in the Wall Street Journal. Rates on adjustable rate loans move upward or downward after an initial fixed term of normally 1, 3, or 5 years. However, rate adjustments on adjustable rate loans are made annually after the initial fixed term expires and are indexed primarily to shorter-term Treasury indexes. Generally, variable and adjustable rate loans contain provisions that cap annual increases at a maximum of 100 basis points with lifetime caps and floors of up to 600 basis points. The Registrant also makes fixed rate commercial real estate loans to a lesser extent with repayment terms generally not exceeding 12 months. The Registrant's subsidiary banks make first and second residential mortgage loans secured by real estate not to exceed 90% loan to value without seeking third party guarantees. Commercial real estate loans are made primarily to small and mid-sized businesses, secured by real estate not exceeding 80% loan to value. Other commercial loans are asset based loans secured by equipment and lines of credit secured by receivables and include lending across a diverse range of business types. Commercial lending and real estate construction lending, including commercial leasing, generally includes a higher degree of credit risk than other loans, such as residential mortgage loans. Commercial loans, like other loans, are evaluated at the time of approval to determine the adequacy of repayment sources and collateral requirements. Collateral requirements vary to some degree among borrowers and depend on the borrower's financial strength, the terms and amount of the loan, and collateral available to secure the loan. Credit risk results from the decreased ability or willingness to pay by a borrower. Credit risk also results when a liquidation of collateral occurs and there is a shortfall in collateral value as compared to a loans outstanding balance. For construction loans, inaccurate initial estimates of a property's value could lead to a property having a value that is insufficient to satisfy full payment of the amount of funds advanced for the property. Secured and unsecured consumer loans generally are made for automobiles, boats, and other motor vehicles. In most cases loans are restricted to the subsidiaries' general market area. Supervision and Regulation -------------------------- The Registrant originally registered as a bank holding company and was restricted to those activities permissible under the Bank Holding Company Act of 1956, as amended ("BHC Act"). The BHC Act provides for regulation, supervision, and examination by the Board of Governors of the Federal Reserve System ("FRB"). On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002, a law that addresses, among other issues, corporate governance, auditing and accounting oversight, executive compensation, and enhanced and timely disclosure of corporate information. The Nasdaq Stock Market has also proposed and adopted various corporate governance rules. These changes are intended to allow shareholders to more easily and efficiently monitor the performance of companies and their directors. Effective August 29, 2002, as directed by Section 302(a) of the Sarbanes-Oxley Act, the Company's chief executive officer and chief financial officer are each required to certify that the Company's Quarterly and Annual Reports do not contain any untrue statement of a material fact. The rules have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of the Company's internal controls; they have made certain disclosures to the Company's auditors and the audit committee of the Board of Directors about the Company's internal controls; and they have included information in the Company's Quarterly and Annual Reports about their evaluation and whether there have been significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the evaluation. The Gramm-Leach-Bliley Act of 1999 ("GLB Act") signed into law in 1999 had a significant effect on Federal banking laws applicable to the Registrant and its subsidiary banks. The GLB Act permitted the Registrant to elect to become a financial holding company. The Registrant elected this option during the year 2000. In order to be granted status as a financial holding company, a bank holding company and each of its subsidiary depository institutions must be well capitalized, well managed, and have achieved at least a satisfactory record of meeting community credit needs at its most recent Community Reinvestment Act ("CRA") examination. A financial holding company is subject to corrective action by the FRB if any depository institution controlled by the company fails to maintain both well capitalized and well managed status. The GLB Act places limitations on a financial holding company's ability to engage in new financial activities and affiliations if the company fails to maintain its satisfactory CRA rating. The GLB Act amended the BHC Act to allow a bank holding company that has elected financial holding company status to engage in an expanded list of permissible activities, including insurance and securities underwriting, among others. The GLB Act includes a system of functional regulation in which the FRB serves as the umbrella regulator of the holding company. The FRB regulates the Registrant's business activities in a variety of ways including, but not limited to, requirements on acquiring control of other banks and bank holding companies, limitations on activities and investments, and regulatory capital requirements. State and other federal financial regulators, such as the KDFI, OCC, the Federal Deposit Insurance Corporation ("FDIC"), and the Securities and Exchange Commission ("SEC") also regulate either affiliates of the Registrant or the Registrant itself. The Registrant's state bank subsidiaries are subject to state banking law and regulation and periodic examinations by the KDFI. Lawrenceburg Bank, a national bank, is subject to similar regulation and supervision by the OCC under the National Bank Act and the Federal Reserve System under the Federal Reserve Act. Other regulations that apply to the Registrant's bank subsidiaries include, but are not limited to, insurance of deposit accounts, capital ratios, payment of dividends, liquidity requirements, the nature and amount of investments that can be made, transactions with affiliates, community and consumer lending, and internal policies and control. The operations of the Registrant and its subsidiary banks are also affected by other banking legislation and policies and practices of various regulatory authorities. Such legislation and policies include statutory maximum rates on loans, reserve requirements, domestic monetary and fiscal policy, and limitations on the kinds of services that may be offered. During 2000, the State Wide Branching Bill became effective, which allows banks to open a branch anywhere in the Commonwealth of Kentucky. Previously, banks could only branch within the county where the main office was located. The BHC Act formerly prohibited the Federal Reserve Board from approving an application from a bank holding company to acquire shares of another bank across its own state lines. However, effective September 1995, new legislation abolished those restrictions and now allows bank holding companies to acquire shares of out of state banks, subject to certain conditions. Currently, the Company has no plans to purchase an out of state bank. The GLB Act includes various extensive customer privacy protection provisions. The GLB Act requires a financial institution to clearly disclose its privacy policy to its customers regarding the sharing of non-public personal information with affiliates and third parties. The financial institution's privacy policy must be disclosed at the time a customer relationship is established and not less than annually thereafter. The Financial Reform, Recovery and Enforcement Act of 1989 provides that a holding company's controlled insured depository institutions are liable for any loss incurred by the FDIC in connection with the default of, or any FDIC assisted transaction involving, an affiliated insured bank. Deposits of the Registrant's subsidiary banks are insured by the FDIC's Bank Insurance Fund, which subjects the banks to regulation and examination under the provisions of the Federal Deposit Insurance Act. Under the Federal Deposit Insurance Corporation Improvement Act ("FDICIA"), the FDIC established a risk-based assessment system for insured depository institutions, which became effective January 1, 1994. The FDIC has adopted a risk-based deposit insurance assessment system under which the assessment rate for an insured depository institution depends on the assessment risk classification assigned to the institution by the FDIC which is determined by the institution's capital level. Under FDICIA, the federal banking regulators are required to take prompt corrective action if an institution fails to satisfy certain minimum capital requirements, including a leverage limit, a risk-based capital requirement, and any other measure deemed appropriate by the federal banking regulators for measuring the capital adequacy of an insured depository institution. All institutions, regardless of their capital levels, are restricted from making any capital distribution or paying any management fees that would cause the institution to become undercapitalized. The purpose of the CRA is to encourage banks to respond to the credit needs of the communities they serve, including low and moderate-income neighborhoods. CRA states that banks should accomplish this while still preserving the flexibility needed for safe and sound operations. It is designed to increase the bank's sensitivity to investment opportunities that will benefit the community. References under the caption "Supervision and Regulation" to applicable statutes and regulations are brief summaries of portions thereof which do not purport to be complete and which are qualified in their entirety by reference thereto. Competition ----------- The Registrant and its subsidiaries compete for banking business with various types of businesses other than commercial banks and savings and loan associations. These include, but are not limited to, credit unions, mortgage lenders, finance companies, insurance companies, stock and bond brokers, financial planning firms, and department stores which compete for one or more lines of banking business. The banks also compete for commercial and retail business not only with banks in Central Kentucky, but with banking organizations from Ohio, Indiana, Tennessee, Pennsylvania, and North Carolina which have banking subsidiaries located in Kentucky and may possess greater resources than the Registrant. The primary areas of competition pertain to quality of services, interest rates, and fees charged on loans and deposits. The business of the Registrant is not dependent upon any one customer or on a few customers, and the loss of any one or a few customers would not have a material adverse effect on the Registrant. No material portion of the business of the Registrant is seasonal. No material portion of the business of the Registrant is subject to renegotiation of profits or termination of contracts or subcontracts at the election of the government, though certain contracts are subject to such renegotiation or termination. The Registrant is not engaged in operations in foreign countries. Employees --------- As of December 31, 2003, the Registrant and its subsidiaries had 459 full-time equivalent employees. Employees are provided with a variety of employee benefits. A retirement plan, a profit-sharing (401K) plan, group life insurance, hospitalization, dental, and major medical insurance along with postretirement health insurance benefits are available to eligible personnel. Employees are not represented by a union. Management and employee relations are good. During 1997, the Registrant's Board of Directors approved its Stock Option Plan ("Plan"), which grants certain eligible employees the option to purchase a limited number of the Registrant's common stock. The Plan specifies the conditions and terms that the grantee must meet in order to exercise the options. The Registrant's shareholders at its annual meeting held on May 12, 1998 subsequently ratified the Plan. On January 26, 2004, the Registrant's Board of Directors adopted an Employee Stock Purchase Plan. Under this Plan, in the discretion of the Board of Directors, employees of the Registrant and its subsidiaries could purchase Registrant common stock at a discounted price and without payment of brokerage costs or other fees, in the process benefiting from the favorable tax treatment afforded such plans pursuant to Section 423 of the Internal Revenue Code. Approval of this Plan by the Registrant's shareholders is on the agenda for the Registrant's 2004 Annual Shareholders' Meeting on May 11, 2004. Available Information --------------------- The Registrant makes available, free of charge through its website (www.farmerscapital.com), its Code of Ethics, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after electronically filing such material with the Securities and Exchange Commission. Item 2. Properties ------------------ The Registrant leases its main office from Realty. Farmers Bank and its subsidiaries currently own or lease nine buildings. Farmers Bank operates at five locations, two of which it owns and three of which it leases. United Bank owns its two branch offices and approximately 52% of a condominium building that houses its main office. Lawrenceburg Bank owns its main office in Harrodsburg and its two branch sites in Lawrenceburg. First Citizens Bank owns its main office and two of its four branches. The other two branch locations of First Citizens Bank are leased facilities, one of which is located in a grocery store. Farmers Georgetown Bank owns its main office, another branch in Georgetown, and one in Stamping Ground, Kentucky. Farmers Georgetown Bank's third branch is located in a leased facility. Ky. Banking Centers owns its main office in Glasgow, Kentucky and its branch site in Horse Cave, Kentucky. It leases its branch facilities in Munfordville, Kentucky. Item 3. Legal Proceedings ------------------------- In September 1992, Farmers Bank & Capital Trust Company (the "Bank") was named as a defendant in Case No. 92CIO5734 in Jefferson Circuit Court, Louisville, Kentucky, in a case styled Shilling et al. v. Farmers Bank & Capital Trust Company. Details of this case have been disclosed in previous Annual Reports on Form 10-K and subsequent 10-Q filings. The named plaintiffs purported to represent a class consisting of all present and former owners of the County of Jefferson, Kentucky, Nursing Home Refunding Revenue Bonds (Filson Care Home Project) Series 1986A and County of Jefferson, Kentucky, Nursing Home Improvement Revenue Bonds (Filson Care Home Project) Series 1986B (collectively "the Bonds"). The plaintiffs alleged that the class had been damaged through a reduction in the value of the Bonds and a loss of interest on the Bonds because of the actions of the Bank in its capacity as indenture trustee for the Bondholders. The plaintiffs demanded compensatory and punitive damages. On July 6, 1993, the Court denied the plaintiffs' motion to certify the case as a class action. Subsequently, the plaintiffs amended their complaint to join additional Bondholders as plaintiffs. The plaintiffs claimed to hold Bonds in the aggregate principal amount of $480,000. Before trial, the Court dismissed thirty-nine of the plaintiffs because they were unable or unwilling to present testimony to support their claims. The case was tried to a jury beginning on March 28, 2000 on the claims of four plaintiffs holding Bonds in the aggregate principal amount of $80,000. The Court granted a directed verdict in favor of the Bank on the plaintiffs' claim that the Bank had engaged in commercial bribery and that the legal fees that were paid by the Bank should be disgorged because of an alleged conflict of interest of the Bank's counsel. The jury found for the plaintiffs on the claim that the Bank had breached its fiduciary duty and awarded the plaintiffs $99,875 in compensatory damages and $600,000 in punitive damages. The Bank filed a motion for judgment notwithstanding the verdict or, in the alternative, for a new trial, asserting that the jury's verdict that the Bank breached its fiduciary duty was not supported by sufficient evidence, that the jury's award of damages was speculative and was not supported by the evidence, and that the jury's award of punitive damages was not supported by sufficient evidence. The Bank also asserted that a new trial was warranted because of the erroneous admission of evidence concerning legal fees paid by the Bank. Plaintiffs filed an appeal contending that the denial of class certification was erroneous, that the individual plaintiffs should not have been dismissed from the lawsuit, that certain evidence was erroneously excluded, and that the directed verdict regarding the disgorgement of legal fees and the commercial bribery claims was erroneous. On August 1, 2000, the Kentucky Court of Appeals dismissed the appeal as having been prematurely filed. On January 3, 2001, the Jefferson Circuit Court entered judgment in favor of the Bank notwithstanding the jury's verdict in favor of the plaintiffs, holding that the Bank reasonably relied in good faith on the advice of its counsel, that there was no evidence that the Bank breached its fiduciary duty to the plaintiffs, and that there was no evidence that the Bank caused the plaintiffs' losses. On January 31, 2001, the plaintiff bondholders appealed, and on February 9, 2001, defendant Bank cross-appealed, the judgment of the Jefferson Circuit Court to the Kentucky Court of Appeals. In their appeal, the Bondholders claim that the trial court's denial of class certification was erroneous, that certain individual plaintiffs should not have been dismissed from the lawsuit, that the trial court erroneously directed a verdict against them on the issue of a conflict of interest, and that the judgment notwithstanding the verdict was erroneously granted because the evidence was sufficient to support the jury's verdict. In its cross-appeal, the Bank claims that the trial court erroneously bifurcated the trial on the issue of liability and damages, that certain witnesses should have been excluded from the trial, that the Bank should have been granted summary judgment, and that certain evidence and testimony regarding attorneys' fees should have been excluded. On May 10, 2002, the Kentucky Court of Appeals affirmed the Jefferson Circuit Court's judgment in favor of the Bank. The plaintiff bondholders filed a motion for discretionary review to the Kentucky Supreme Court on June 7, 2002. On June 7, 2002, the plaintiffs filed with the Kentucky Supreme Court a motion for discretionary review. The Bank filed a response opposing the plaintiffs' motion On April 17, 2003 the Kentucky Supreme Court denied plaintiffs' motion for discretionary review. The judgment in favor of the Bank is therefore now final and subject to no further appeal or judicial review. As of December 31, 2003, there were various other pending legal actions and proceedings against the Company arising from the normal course of business and in which claims for damages are asserted. Management, after discussion with legal counsel, believes that these actions are without merit and that the ultimate liability resulting from these legal actions and proceedings, if any, will not have a material adverse effect upon the consolidated financial statements of the Company. Item 4. Submission of Matters to a Vote of Security Holders ----------------------------------------------------------- No matters were submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and -------------------------------------------------------------------------------- Issuer Purchases of Equity Securities ------------------------------------- The information set forth under the sections "Shareholder Information" and "Stock Prices" on page 22 of the 2003 Annual Report to Shareholders is hereby incorporated by reference. Additional information set forth under Footnote 16 in the notes to the Registrant's 2003 audited consolidated financial statements on pages 42 through 44 of the 2003 Annual Report to Shareholders is also hereby incorporated by reference. STOCK TRANSFER AGENT AND REGISTRAR: Farmers Bank & Capital Trust Co. P.O. Box 309 Frankfort, Kentucky 40602 The Registrant offers shareholders automatic reinvestment of dividends in shares of stock at the market price without fees or commissions. For a description of the plan and an authorization card, contact the Registrar above. NASDAQ MARKET MAKERS: J.J.B. Hilliard, W.L. Lyons, Inc. Morgan, Keegan and Company (502) 588-8400 (800) 260-0280 (800) 444-1854 Knight Securities LP Trident Securities, Inc. (888) 302-9197 (800) 340-6355
Item 6. Selected Financial Data ------------------------------- SELECTED FINANCIAL HIGHLIGHTS ---------------------------------------------------------------------------------------------------------------------------- December 31, 2003 2002 2001 2000 1999 (In thousands, except per share data) ---------------------------------------------------------------------------------------------------------------------------- RESULTS OF OPERATIONS Interest income $ 58,413 $ 66,291 $ 77,039 $ 75,481 $ 69,034 Interest expense 19,883 25,746 34,357 32,536 27,184 Net interest income 38,530 40,545 42,682 42,945 41,850 Provision for loan losses 2,592 4,748 2,448 2,472 2,863 Net income 12,963 12,561 14,671 14,380 13,930 ---------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net income - Basic $ 1.93 $ 1.83 $ 2.10 $ 1.97 $ 1.86 Diluted 1.92 1.82 2.09 1.97 1.86 Cash dividends declared 1.29 1.25 1.21 1.17 1.13 Book value 18.83 18.52 17.89 17.49 16.82 ---------------------------------------------------------------------------------------------------------------------------- SELECTED RATIOS Percentage of net income to: Average shareholders' equity (ROE) 10.39% 10.04% 11.93% 11.61% 11.20% Average total assets (ROA) 1.04 1.04 1.28 1.40 1.41 Percentage of dividends declared to net income 66.91 68.38 57.70 59.33 60.66 Percentage of average shareholders' equity to average total assets 9.98 10.37 10.75 12.06 12.58 ---------------------------------------------------------------------------------------------------------------------------- Total shareholders' equity $ 126,471 $ 125,773 $ 123,560 $ 125,461 $ 125,106 Total assets 1,318,565 1,275,602 1,183,530 1,204,752 1,039,787 Long-term debt 56,413 57,152 10,913 10,501 3,668 WEIGHTED AVERAGE SHARES OUTSTANDING Basic 6,727 6,870 6,982 7,304 7,478 Diluted 6,770 6,910 7,025 7,307 7,478 ----------------------------------------------------------------------------------------------------------------------------
Item 7. Management's Discussion and Analysis of Financial Condition and Results ------------------------------------------------------------------------------- of Operations ------------- The discussion on pages 10 through 23 of the 2003 Annual Report to Shareholders is hereby incorporated by reference. Item 7A. Quantitative and Qualitative Disclosures About Market Risk -------------------------------------------------------------------- The information set forth under the item "Market Risk Management" on page 20 of the 2003 Annual Report to Shareholders is hereby incorporated by reference. Item 8. Financial Statements and Supplementary Data --------------------------------------------------- The information set forth below on pages 25 through 48 of the 2003 Annual Report to Shareholders is hereby incorporated by reference: Independent Auditors' Report Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Shareholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Item 9. Changes in and Disagreements with Accountants on Accounting and ----------------------------------------------------------------------- Financial Disclosure -------------------- On October 28, 2002, the Audit Committee of the Registrant determined and approved the replacement of KPMG LLP ("KPMG") with Crowe Chizek and Company LLC ("Crowe Chizek") as its independent accountants. KPMG's services terminated at the completion of its audit and issuance of its related report on the Registrant's financial statements filed on Form 10-K for the Registrant's 2002 fiscal year ended December 31, 2002. Additional information regarding the change can be found in the Registrant's current report on Form 8-K filed with the SEC on November 4, 2002. There have been no disagreements between the Registrant and its independent accountants on any matter of accounting principles or practices or financial statement disclosure. Item 9A. Controls and Procedures --------------------------------- The Registrant's Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Registrant's disclosure controls and procedures as of the end of the period covered by this report, and have concluded that the Registrant's disclosure controls and procedures were adequate and effective to ensure that all material information required to be disclosed in this annual report has been made known to them in a timely fashion. There were no significant changes in the Registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of the Chief Executive Officer and Chief Financial Officers evaluation, nor were there any significant deficiencies or material weaknesses in the controls which required corrective action. PART III Item 10. Directors and Executive Officers of the Registrant ----------------------------------------------------------- Positions and Years of Service Offices With With the Executive Officer1 Age the Registrant Registrant -------------------------------------------------------------------------------- G. Anthony Busseni 55 President and CEO, 19* Director2 Allison B. Gordon 40 Senior Vice President3 17* The Registrant has adopted a Code of Ethics that applies to the Registrant's directors, officers and employees, including the Registrant's chief executive officer and chief financial officer. The Registrant makes available its Code of Ethics on its Internet website at www.farmerscapital.com. Additional information required by Item 10 is hereby incorporated by reference from the Registrant's definitive proxy statement in connection with its annual meeting of shareholders scheduled for May 11, 2004 which will be filed with the Commission on or about April 1, 2004, pursuant to Regulation 14A. * Includes years of service with the Registrant and its subsidiaries. 1 For Regulation O purposes, Frank W. Sower, Jr., Chairman of the Registrant's board of directors, is considered an executive officer in name only. 2 Also a director of Farmers Bank, Ky. Banking Centers, Farmers Georgetown Bank, United Bank, Lawrenceburg Bank, First Citizens Bank, FCB Services, Farmers Insurance (Chairman), and Leasing One (Chairman). 3 Also a director of Farmers Bank, Farmers Georgetown Bank, and FCB Services. Item 11. Executive Compensation ------------------------------- Item 12. Security Ownership of Certain Beneficial Owners and Management and -------------------------------------------------------------------------------- Related Stockholder Matters --------------------------- Item 13. Certain Relationships and Related Transactions ------------------------------------------------------- Item 14. Principal Accountant Fees and Services ------------------------------------------------ The information required by Items 11 through 14 is hereby incorporated by reference from the Registrant's definitive proxy statement in connection with its annual meeting of shareholders scheduled for May 11, 2004 which will be filed with the Commission on or about April 1, 2004, pursuant to Regulation 14A. PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ------------------------------------------------------------------------- 2003 Annual Report To Shareholders (a)1. Financial Statements Page -------------------------- Independent Auditors' Report 25 Consolidated Balance Sheets at December 31, 2003 and 2002 26 Consolidated Statements of Income for the years ended December 31, 2003, 2002, and 2001 27 Consolidated Statements of Comprehensive Income for the years ended December 31, 2003, 2002, and 2001 28 Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2003, 2002, and 2001 29 Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002, and 2001 30 Notes to Consolidated Financial Statements 31 - 48 (a)2. Financial Statement Schedules ----------------------------------- All schedules are omitted for the reason they are not required, or are not applicable, or the required information is disclosed elsewhere in the financial statements and related notes thereto. (a)3. Exhibits: --------------- 3.1 Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998). 3.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Annual Report of Form 10-K for the fiscal year ended December 31, 1997). 3.3 Amendments to Bylaws of the Registrant (incorporated by reference to Quarterly Report of Form 10-Q for the quarterly period ended March 31, 2003). 4 Articles of Incorporation and Bylaws of the Registrant (incorporated by reference to Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998, the Annual Report of Form 10-K for the fiscal year ended December 31, 1997, and the Quarterly Report of Form 10-Q for the quarterly period ended March 31, 2003). 13 2003 Annual Report to Shareholders 21 Subsidiaries of the Registrant 23.1 Independent Auditors' Consent (Crowe Chizek) 23.2 Independent Auditors' Consent (KPMG) 31.1 CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K ----------------------- On January 20, 2004, the Registrant filed a report on Form 8-K consisting of its press release issued on January 16, 2004 announcing the Registrant's earnings results for 2004. There were no financial statements filed with this Form 8-K. On February 20, 2004, the Registrant filed a report on Form 8-K consisting of its press release issued on February 13, 2004 announcing it had reached an agreement to acquire Citizens Bank (Kentucky), Inc. There were no financial statements filed with this Form 8-K. (c) Exhibits ------------ See Index of Exhibits set forth on page 17. (d) Separate Financial Statements and Schedules ----------------------------------------------- None. 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. FARMERS CAPITAL BANK CORPORATION By: /s/ G. Anthony Busseni ------------------------------------------ G. Anthony Busseni President and Chief Executive Officer Date: March 5, 2004 ------------------------------------------ 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. /s/ G. Anthony Busseni President, Chief Executive Officer March 5, 2004 ---------------------------and Director (principal executive-------------------- G. Anthony Busseni officer of the Registrant) /s/ Frank W Sower, Jr. Chairman 3-12-2004 --------------------------- -------------------- Frank W. Sower, Jr. /s/ Gerald R. Hignite Director 3/11/04 --------------------------- -------------------- Gerald R. Hignite /s/ Lloyd C Hillard Jr. Director 3/11/04 --------------------------- -------------------- Lloyd C. Hillard, Jr. /s/ W. Benjamin Crain Director 3/4/04 --------------------------- -------------------- W. Benjamin Crain Director --------------------------- -------------------- Shelley S. Sweeney /s/ Donald J Mullineaux Director 3/9/04 --------------------------- -------------------- Dr. Donald J. Mullineaux /s/ Harold G Mays Director 3/5/04 --------------------------- -------------------- Harold G. Mays Director --------------------------- -------------------- Dr. John D. Sutterlin /s/ Michael M Sullivan Director 3/8/04 --------------------------- -------------------- Michael M. Sullivan /s/ J. Barry Banker Director 3/5/04 --------------------------- -------------------- J. Barry Banker /s/ Robert Roach Jr. Director 3/5/04 --------------------------- -------------------- Robert Roach, Jr. /s/ C Douglas Carpenter Vice President, Secretary and 3-4-04 ---------------------------CFO (principal financial and -------------------- C. Douglas Carpenter accounting officer) INDEX OF EXHIBITS Exhibit Page 13. 2003 Annual Report to Shareholders Enclosed 21. Subsidiaries of the Registrant 18 23.1 Independent Auditors' Consent (Crowe Chizek) 19 23.2 Independent Auditors' Consent (KPMG) 20 31.1 CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 21 31.2 CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 22 32 CEO and CFO Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 23