EX-1 2 snbk02.htm 10K-FINANCIAL STATEMENTS AND FOOTNOTES

EXHIBIT 99(a)

McNair, McLemore, Middlebrooks & Co., LLP

CERTIFIED PUBLIC ACCOUNTANTS

A PARTNERSHIP INCLUDING A PROFESSIONAL CORPORATION

RALPH S. McLEMORE, SR., C.P.A. (1963-1977)

389 MULBERRY STREET

SIDNEY B. McNAIR, C.P.A. (1954-1992)

POST OFFICE BOX ONE

 

MACON, GEORGIA 31202

SIDNEY E. MIDDLEBROOKS, C.P.A., P.C.

(478) 746-6277

RAY C. PEARSON, C.P.A.

FAX (478) 741-8353

J. RANDOLPH NICHOLS, C.P.A.

 

WILLIAM H. EPPS, JR., C.P.A.

1117 MORNINGSIDE DRIVE

RAYMOND A. PIPPIN, JR., C.P.A.

POST OFFICE BOX 1287

JERRY A. WOLFE, C.P.A.

PERRY, GA 31069

W. E. BARFIELD, JR., C.P.A.

(478) 987-0947

HOWARD S. HOLLEMAN, C.P.A.

FAX (478) 987-0526

F. GAY McMICHAEL, C.P.A.

 

RICHARD A. WHITTEN, JR., C.P.A.

 

ELIZABETH WARE HARDIN, C.P.A.

 

CAROLINE E. GRIFFIN, C.P.A.

 

RONNIE K. GILBERT, C.P.A.

 

REPORT OF INDEPENDENT ACCOUNTANTS

 

The Board of Directors and Stockholders

SNB Bancshares, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of SNB Bancshares, Inc. and Subsidiaries as of December 31, 2000 and 1999 and the related consolidated statements of income, comprehensive income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2000. These 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 generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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 SNB Bancshares, Inc. and Subsidiaries as of December 31, 2000 and 1999 and the results of operations and cash flows for each of the years in the three-year period ended December 31, 2000 in conformity with generally accepted accounting principles.

 

McNAIR, McLEMORE, MIDDLEBROOKS & CO., LLP

 

Macon, Georgia

January 12, 2001

 

SNB BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

2000

 

1999

 

 

 

 

Cash and Balances Due from Depository Institutions

$ 23,137,091

 

$ 15,004,808

 

 

 

 

Federal Funds Sold

4,431,000

 

6,125,000

 

 

 

 

Investment Securities

 

 

 

Available for Sale, At Fair Value

49,514,622

 

42,176,414

Held to Maturity, At Cost (Fair Value of $2,025,636

 

 

 

and $2,931,505 in 2000 and 1999, Respectively)

1,983,217

 

2,910,905

 

 

 

 

 

51,497,839

 

45,087,319

 

 

 

 

Loans Held for Sale

13,215,215

 

1,760,752

 

 

 

 

Loans

305,435,612

 

205,788,597

Allowance for Loan Losses

(3,002,536)

 

(2,327,180)

Unearned Interest and Fees

(172,228)

 

(119,765)

 

 

 

 

 

302,260,848

 

203,341,652

 

 

 

 

Premises and Equipment

8,931,611

 

8,284,317

 

 

 

 

Other Real Estate (Net of Allowance of $0 and

 

 

 

$4,438 in 2000 and 1999, Respectively)

312,808

 

125,324

 

 

 

 

 

 

 

 

Other Assets

6,443,492

 

3,753,334

 

 

 

 

 

 

 

 

Total Assets

$410,229,904

 

$283,482,506

The accompanying notes are an integral part of these balance sheets.

 

 

SNB BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

2000

 

1999

 

 

 

 

Deposits

 

 

 

Noninterest-Bearing

$ 65,480,695

 

$ 51,195,897

Interest-Bearing

246,096,150

 

186,221,749

 

 

 

 

 

311,576,845

 

237,417,646

 

 

 

 

Borrowed Money

 

 

 

Federal Funds Purchased and Securities Sold

 

 

 

Under Agreement to Repurchase

8,598,229

 

9,191,146

Demand Notes to U.S. Treasury

931,645

 

435,011

Obligation Under Capital Lease

87,781

 

142,625

Other Borrowed Money

54,438,980

 

6,055,000

 

 

 

 

 

64,056,635

 

15,823,782

 

 

 

 

Other Liabilities

3,525,761

 

2,768,727

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

Common Stock, Par Value $1 a Share; Authorized

 

 

 

10,000,000 Shares, Issued 3,372,969 and 3,340,624

 

 

 

Shares as of December 31, 2000 and 1999, Respectively

3,372,969

 

3,340,624

Paid-In Capital

12,967,398

 

12,611,603

Retained Earnings

14,534,798

 

11,978,751

Accumulated Other Comprehensive

Income, Net of Tax (Benefit)

195,498

 

(458,627)

 

 

 

 

 

31,070,663

 

27,472,351

 

 

 

 

Total Liabilities and Stockholders' Equity

$410,229,904

 

$283,482,506

The accompanying notes are an integral part of these balance sheets.

 

SNB BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31

 

 

 

 

 

 

 

2000

 

1999

 

1998

Interest Income

 

 

 

 

 

Loans, Including Fees

$24,048,004

 

$17,993,787

 

$16,089,487

Federal Funds Sold

370,917

 

218,325

 

447,899

Deposits with Other Banks

28,156

 

4,618

 

1,582

Investment Securities

 

 

 

 

 

U. S. Treasury

43,484

 

155,476

 

253,447

U. S. Government Agencies

1,953,173

 

1,533,628

 

1,336,426

State, County and Municipal

454,455

 

386,610

 

443,569

Other Investments

141,678

 

109,791

 

57,470

 

 

 

 

 

 

 

27,039,867

 

20,402,235

 

18,629,880

Interest Expense

 

 

 

 

 

Deposits

10,957,421

 

8,020,491

 

7,586,472

Federal Funds Purchased

232,091

 

64,250

 

26,024

Demand Notes Issued to the U.S. Treasury

29,813

 

19,978

 

24,237

Other Borrowed Money

1,891,931

 

322,437

 

258,379

 

 

 

 

 

 

 

13,111,256

 

8,427,156

 

7,895,112

 

 

 

 

 

 

Net Interest Income

13,928,611

 

11,975,079

 

10,734,768

 

 

 

 

 

 

Provision for Loan Losses

1,292,006

 

736,125

 

636,000

 

 

 

 

 

 

Net Interest Income After Provision for Loan Losses

12,636,605

 

11,238,954

 

10,098,768

 

 

 

 

 

 

Noninterest Income

 

 

 

 

 

Service Charges on Deposits

1,844,204

 

1,543,513

 

1,531,488

Other Service Charges, Commissions and Fees

3,379,355

 

1,355,510

 

977,986

Securities Gains (Losses)

5,816

 

(1,913)

 

7,821

Other

124,809

 

175,797

 

40,515

 

 

 

 

 

 

 

5,354,184

 

3,072,907

 

2,557,810

Noninterest Expenses

 

 

 

 

 

Salaries and Employee Benefits

7,373,394

 

5,200,757

 

4,541,465

Occupancy and Equipment

1,825,037

 

1,475,009

 

1,192,710

Loss on Sale of Premises and Equipment

3,810

 

-

 

41,322

Office Supplies and Printing

285,448

 

178,211

 

184,575

Data Processing Conversion

-

 

-

 

222,415

Other

3,166,945

 

2,683,414

 

2,764,181

 

 

 

 

 

 

 

12,654,634

 

9,537,391

 

8,946,668

 

 

 

 

 

 

Income Before Income Taxes

5,336,155

 

4,774,470

 

3,709,910

 

 

 

 

 

 

Income Taxes

1,856,908

 

1,529,296

 

1,382,943

 

 

 

 

 

 

Net Income

$ 3,479,247

 

$ 3,245,174

 

$ 2,326,967

 

 

 

 

 

 

Basic Earnings Per Share

$ 1.04

 

$ 0.97

 

$ 0.73

 

 

 

 

 

 

Diluted Earnings Per Share

$ 1.03

 

$ 0.96

 

$ 0.69

The accompanying notes are an integral part of these statements.

SNB BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31

 

 

 

 

 

 

 

 

 

2000

 

1999

 

1998

 

 

 

 

 

 

 

Net Income

 

$3,479,247

 

$3,245,174

 

$2,326,967

 

 

 

 

 

 

 

Other Comprehensive Income, Net of Tax

 

 

 

 

 

 

Gains (Losses) on Securities

Arising During the Year

 

657,964

 

(657,807)

 

133,102

Reclassification Adjustment

 

(3,839)

 

1,263

 

(5,162)

 

 

 

 

 

 

 

Unrealized Gains (Losses) on Securities

 

654,125

 

(656,544)

 

127,940

 

 

 

 

 

 

 

Comprehensive Income

 

$4,133,372

 

$2,588,630

 

$2,454,907

 

 

 

 

 

 

 

The accompanying notes are an integral part of these statements.

 

SNB BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Common

Stock

 

 

Paid-In

Capital

 

 

Retained

Earnings

 

Accumulated Other Comprehensive Income

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 1997

2,970,274

 

$2,970,274

 

$11,747,539

 

$ 7,962,598

 

$ 69,977

 

$22,750,388

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of Stock Warrants

370,350

 

370,350

 

864,064

 

 

 

 

 

1,234,414

Unrealized Gain on Securities

Available for Sale, Net of Tax of $65,908

 

 

 

 

 

 

 

 

127,940

 

127,940

Cash Dividends

 

 

 

 

 

 

(704,126)

 

 

 

(704,126)

Net Income

 

 

 

 

 

 

2,326,967

 

 

 

2,326,967

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 1998

3,340,624

 

3,340,624

 

12,611,603

 

9,585,439

 

197,917

 

25,735,583

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized Loss on Securities

Available for Sale, Net of Tax Benefit of $338,220

 

 

 

 

 

 

 

 

(656,544)

 

(656,544)

Cash Dividends

 

 

 

 

 

 

(851,862)

 

 

 

(851,862)

Net Income

 

 

 

 

 

 

3,245,174

 

 

 

3,245,174

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 1999

3,340,624

 

3,340,624

 

12,611,603

 

11,978,751

 

(458,627)

 

27,472,351

 

 

 

 

 

 

 

 

 

 

 

 

Shares Issued in Connection with the Business

Combination Accounted for as a Purchase

32,345

 

32,345

 

355,795

 

 

 

 

 

388,140

Unrealized Gain on Securities

Available for Sale, Net of Tax of $336,973

 

 

 

 

 

 

 

 

654,125

 

654,125

Cash Dividends

 

 

 

 

 

 

(923,200)

 

 

 

(923,200)

Net Income

 

 

 

 

 

 

3,479,247

 

 

 

3,479,247

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2000

3,372,969

 

$3,372,969

 

$12,967,398

 

$14,534,798

 

$195,498

 

$31,070,663

The accompanying notes are an integral part of these statements.

SNB BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31

 

 

 

 

 

 

 

2000

 

1999

 

1998

Cash Flows from Operating Activities

 

 

 

 

 

Net Income

$ 3,479,247

 

$ 3,245,174

 

$ 2,326,967

Adjustments to Reconcile Net Income to Net

 

 

 

 

 

Cash Provided from Operating Activities

 

 

 

 

 

Depreciation

800,381

 

691,960

 

526,599

Amortization and Accretion

68,480

 

131,088

 

121,128

Provision for Loan Losses

1,292,006

 

736,125

 

636,000

Deferred Income Taxes

(155,369)

 

(79,736)

 

(12,007)

Securities (Gains) Losses

(5,816)

 

1,913

 

(7,821)

(Gain) Loss on Sale of Other Real Estate

(2,348)

 

68,546

 

50,036

Unrealized Loss on Other Real Estate

-

 

-

 

23,781

Loss on Sale of Premises and Equipment

3,810

 

-

 

41,322

Change In

 

 

 

 

 

Interest Receivable

(1,099,631)

 

(72,195)

 

(250,152)

Prepaid Expenses

(94,442)

 

20,751

 

(39,847)

Interest Payable

587,327

 

178,555

 

327,092

Accrued Expenses and Accounts Payable

91,840

 

(168,305)

 

389,876

Other

(456,123)

 

(156,428)

 

225,302

 

 

 

 

 

 

 

4,509,362

 

4,597,448

 

4,358,276

Cash Flows from Investing Activities

 

 

 

 

 

Cash Used In Business Acquisition (Net)

(994,842)

 

-

 

-

Purchase of Investment Securities Available for Sale

(21,184,179)

 

(34,467,005)

 

(23,383,880)

Purchase of Investment Securities Held to Maturity

-

 

-

 

(177,585)

Proceeds from Disposition of Investment Securities

 

 

 

 

 

Available for Sale

14,898,860

 

26,405,792

 

23,925,496

Held to Maturity

935,095

 

1,245,000

 

1,751,984

Loans to Customers

(112,212,781)

 

(28,776,073)

 

(34,691,478)

Purchase of Software

(285,490)

 

(25,492)

 

(46,807)

Purchase of Premises and Equipment, Net of Premises and

Equipment Received in Business Acquisition

(1,060,146)

 

(1,264,327)

 

(2,289,379)

Proceeds from Disposal of Premises and Equipment

1,572

 

-

 

10,000

Other Real Estate

361,980

 

556,026

 

672,769

 

 

 

 

 

 

 

(119,539,931)

 

(36,326,079)

 

(34,228,880)

Cash Flows from Financing Activities

 

 

 

 

 

Interest-Bearing Customer Deposits

59,874,401

 

19,146,392

 

19,596,441

Noninterest-Bearing Customer Deposits

14,284,798

 

492,832

 

9,345,817

Demand Note to the U.S. Treasury

496,634

 

141,817

 

(452,523)

Issuance of Common Stock

-

 

-

 

1,234,414

Dividends Paid

(923,200)

 

(851,862)

 

(704,126)

Federal Funds Purchased

(592,917)

 

6,380,571

 

2,467,154

Note to the Federal Home Loan Bank

130,215,419

 

3,000,000

 

3,000,000

Repayments on Notes to Federal Home Loan Bank

(81,831,439)

 

(55,000)

 

(1,205,000)

Obligation Under Capital Lease

(54,844)

 

(52,072)

 

(49,353)

 

 

 

 

 

 

 

121,468,852

 

28,202,678

 

33,232,824

 

 

 

 

 

 

Net Increase (Decrease) in Cash and Cash Equivalents

6,438,283

 

(3,525,953)

 

3,362,220

 

 

 

 

 

 

Cash and Cash Equivalents, Beginning

21,129,808

 

24,655,761

 

21,293,541

 

 

 

 

 

 

Cash and Cash Equivalents, Ending

$ 27,568,091

 

$ 21,129,808

 

$ 24,655,761

The accompanying notes are an integral part of these statements.

 

SNB BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of SNB Bancshares, Inc. (the Company) and its wholly-owned subsidiaries, Security Bank of Bibb County (formerly Security National Bank) (which includes its wholly owned subsidiary, Fairfield Financial Services, Inc.) located in Macon, Georgia and Security Bank of Houston County (formerly Crossroads Bank of Georgia), located in Perry, Georgia (the Banks). All significant intercompany accounts have been eliminated. The accounting and reporting policies of SNB Bancshares, Inc. and Subsidiaries (SNB) conform to generally accepted accounting principles and practices utilized in the commercial banking industry.

Security Bank of Houston County was acquired on August 8, 1998 in a business combination accounted for as pooling of interests. Accordingly, all years presented herein have been restated to reflect pooled financial position and operating results.

In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date 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, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans and the valuation of deferred tax assets.

Description of Business

The Banks provide a full range of retail and commercial banking services for consumers and small to medium size businesses primarily in central Georgia. Lending and investing activities are funded primarily by deposits gathered through its retail branch office network. Lending is concentrated in mortgage, commercial and consumer loans to local borrowers. In management's opinion, although the Banks have a high concentration of real estate loans, these loans are well collateralized and do not pose an adverse credit risk. In addition, the balance of the loan portfolio is sufficiently diversified to avoid significant concentration of credit risk. Although the Banks have a diversified loan portfolio, a substantial portion of borrowers' ability to honor their contracts is dependent upon the viability of the real estate economic sector.

The success of SNB is dependent, to a certain extent, upon the economic conditions in the geographic markets it serves. No assurance can be given that the current economic conditions will continue. Adverse changes in the economic conditions in these geographic markets would likely have a material adverse effect on the Company's results of operations and financial condition. The operating results of SNB depend primarily on its net interest income. Accordingly, operations are subject to risks and uncertainties surrounding the exposure to changes in the interest rate environment.

(1) Summary of Significant Accounting Policies (Continued)

Investment Securities

Investment securities are recorded under Statement of Financial Accounting Standards No. 115, whereby the Banks classify their securities as trading, available for sale or held to maturity. Trading securities are purchased and held for sale in the near term. Securities held to maturity are those which the Banks have the ability and intent to hold until maturity. All other securities not classified as trading or held to maturity are considered available for sale.

Securities available for sale are measured at fair value with unrealized gains and losses reported net of deferred taxes as a separate component of stockholders' equity. Fair value represents an approximation of realizable value as of December 31, 2000 and 1999. Realized and unrealized gains and losses are determined using the specific identification method.

Loans Held for Sale

Mortgage loans held for sale are reported at the lower of cost or market value. The method used to determine this amount is the individual loan method.

Loans

Loans are generally reported at principal amount less unearned interest and fees. Interest income on loans is recognized using the effective interest method. Impaired loans are recorded under Statement of Financial Accounting Standards (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan and SFAS No. 118, Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures. Impaired loans are loans for which principal and interest are unlikely to be collected in accordance with the original loan terms and, generally, represent loans delinquent in excess of 90 days which have been placed on nonaccrual status and for which collateral values are less than outstanding principal and interest. Small balance, homogeneous loans are excluded from impaired loans. Generally, interest payments received on impaired loans are applied to principal. Upon receipt of all loan principal, additional interest payments are recognized as interest income on the cash basis.

Other nonaccrual loans are loans for which payments of principal and interest are considered doubtful of collection under original terms but collateral values equal or exceed outstanding principal and interest.

Allowance for Loan Losses

The allowance method is used in providing for losses on loans. Accordingly, all loan losses decrease the allowance and all recoveries increase it. The provision for loan losses is based on factors which, in management's judgment, deserve current recognition in estimating possible loan losses. Such factors considered by management include growth and composition of the loan portfolio, economic conditions and the relationship of the allowance for loan losses to outstanding loans.

An allowance for loan losses is maintained for all impaired loans. Provisions are made for impaired loans upon changes in expected future cash flows or estimated net realizable value of collateral. When determination is made that impaired loans are wholly or partially uncollectible, the uncollectible portion is charged off.

(1) Summary of Significant Accounting Policies (Continued)

Allowance for Loan Losses (Continued)

Management believes the allowance for possible loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company's allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on their judgment about information available to them at the time of their examination.

Premises and Equipment

Premises and equipment are recorded at acquisition cost net of accumulated depreciation.

Depreciation is charged to operations over the estimated useful lives of the assets. The estimated useful lives and methods of depreciation are as follows:

Description

 

Life in Years

 

Method

 

 

 

 

 

Banking Premises

 

30

 

Straight-Line

 

 

 

 

 

Furniture and Equipment

 

5-25

 

Straight-Line

Expenditures for major renewals and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. When property and equipment are retired or sold, the cost and accumulated depreciation are removed from the respective accounts and any gain or loss is reflected in other income or expense.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to depreciable assets (use of different depreciation methods for financial statement and income tax purposes) and allowance for loan losses (use of the allowance method for financial statement purposes and the experience method for tax purposes). The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.

Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on securities available for sale, represent equity changes from economic events of the period other than transactions with owners and are not reported in the consolidated statements of income but as a separate component of the equity section of the consolidated balance sheets. Such items are considered components of other comprehensive income. Statement of Financial Accounting Standards 130 requires the presentation in the financial statements of net income and all items of other comprehensive income as total comprehensive income.

(1) Summary of Significant Accounting Policies (Continued)

Other Real Estate

Other real estate generally represents real estate acquired through foreclosure and is initially recorded at the lower of cost or estimated market value at the date of acquisition. An allowance for estimated losses is recorded when a subsequent decline in value occurs.

Changes in Accounting Principles and Effects of New Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, which establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. The Statement requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gain and losses to offset related results on the hedged item in the income statement, and requires that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting. In June 1999, the FASB issued SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133, which delays the original effective date of SFAS No. 133 until fiscal years beginning after June 15, 2000. In June 2000, the FASB issued SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities an Amendment of FASB Statement No. 133, which addresses a limited number of issues causing implementation difficulties for certain entities that apply Statement 133. Management does not anticipate that the derivative statements will have a material effect, if any, on the financial position and results of operations of SNB.

During the second quarter of 1998, the American Institute of Certified Public Accountants issued Statement of Position (SOP) 98-5, Accounting for Start-up Costs. SOP 98-5 provides guidance on the financial reporting of start-up costs and organization costs and requires start-up costs to be expensed as incurred. The adoption of the statement had no impact on SNB's financial position or results of operations.

(2) Cash and Balances Due from Depository Institutions

Components of cash and balances due from depository institutions are as follows as of December 31:

 

 

2000

 

1999

 

 

 

 

Cash on Hand and Cash Items

$ 3,419,881

 

$ 6,156,638

Noninterest-Bearing Deposits with Other Banks

19,717,210

 

8,848,170

 

 

 

 

 

$23,137,091

 

$15,004,808

As of December 31, 2000, the Banks had no required deposits with the Federal Reserve.

 

 

 

(3) Investment Securities

Investment securities as of December 31, 2000 are summarized as follows:

 

 

Amortized

Cost

 

Gross

Unrealized

Gains

 

Gross

Unrealized

Losses

 

Fair

Value

Securities Available for Sale

U.S. Treasury

$ 1,004,914

$ 31,085

$ 1,035,999

U.S. Government Agencies

Mortgage Backed

11,497,629

77,795

$ (48,527)

11,526,897

Other

27,474,608

227,663

(38,945)

27,663,326

State, County and Municipal

5,990,240

97,033

(32,253)

6,055,020

Federal Home Loan Bank Stock

2,463,700

2,463,700

The Bankers Bank Stock

787,320

(17,640)

769,680

 

$49,218,411

 

$433,576

 

$(137,365)

 

$49,514,622

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State, County and Municipal

$ 1,983,217

 

$ 42,419

 

$ -

 

$ 2,025,636

The amortized cost and fair value of investment securities as of December 31, 2000, by contractual maturity, are presented hereafter. Expected maturities will differ from contractual maturities because issuers have the right to call or prepay obligations with or without call or prepayment penalties.

Securities

Available for Sale

Held to Maturity

Amortized

Fair

Amortized

Fair

Cost

Value

Cost

Value

Due in One Year or Less

$ 9,091,375

$ 9,085,115

$ 205,000

$ 205,105

Due After One Year Through Five Years

19,775,325

19,933,496

1,438,472

1,468,791

Due After Five Years Through Ten Years

4,453,884

4,582,859

339,745

351,740

Due After Ten Years

1,149,178

1,152,875

34,469,762

34,754,345

1,983,217

2,025,636

Mortgage Backed Securities

11,497,629

11,526,897

The Bankers Bank Stock

787,320

769,680

Federal Home Loan Bank Stock

2,463,700

2,463,700

$49,218,411

$49,514,622

$1,983,217

$2,025,636

 

 

(3) Investment Securities (Continued)

Investment securities as of December 31, 1999 are summarized as follows:

 

 

Amortized

Cost

 

Gross

Unrealized

Gains

 

Gross

Unrealized

Losses

 

Fair

Value

Securities Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury

$ 995,392

 

$ 2,813

 

 

 

$ 998,205

U.S. Government Agencies

 

 

 

 

 

 

 

Mortgage Backed

11,172,591

 

4,941

 

$(232,137)

 

10,945,395

Other

23,422,475

 

 

 

(449,778)

 

22,972,697

State, County and Municipal

5,738,325

 

26,171

 

(102,809)

 

5,661,687

Federal Home Loan Bank Stock

755,200

 

 

 

 

 

755,200

The Bankers Bank Stock

787,320

 

55,910

 

 

 

843,230

 

 

 

 

 

 

 

 

 

$42,871,303

 

$89,835

 

$(784,724)

 

$42,176,414

 

 

 

 

 

 

 

 

Securities Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State, County and Municipal

$ 2,910,905

 

$26,532

 

$ (5,932)

 

$ 2,931,505

Proceeds from sales of investments in debt securities were $3,593,007 in 2000, $1,089,644 in 1999 and $2,512,659 in 1998. Gross realized gains totaled $22,143, $9,025 and $16,258 in 2000, 1999 and 1998, respectively. Gross realized losses totaled $16,327, $10,938 and $8,437 in 2000, 1999 and 1998, respectively.

Investment securities having a carrying value approximating $43,435,500 and $22,526,100 as of December 31, 2000 and 1999, respectively, were pledged to secure public deposits and for other purposes.

(4) Loans

The composition of loans as of December 31 are:

 

2000

 

1999

Loans Secured by Real Estate

 

 

 

Construction and Land Development

$ 62,327,753

 

$ 16,198,695

Secured by Farmland (Including Farm Residential and

 

 

 

Other Improvements)

1,827,435

 

2,209,400

Secured by 1-4 Family Residential Properties

66,256,822

 

38,141,819

Secured by Multifamily (5 or More) Residential Properties

657,193

 

1,338,450

Secured by Nonfarm Nonresidential Properties

107,731,004

 

86,129,968

Loans to Deposit Institutions

28,794

 

-

Commercial and Industrial Loans (U.S. Addressees)

42,304,628

 

41,105,615

Agricultural Loans

2,471,365

 

3,087,788

Loans to Individuals for Household, Family and Other

 

 

 

Personal Expenditures

 

 

 

Credit Cards and Related Plans

667,999

 

594,158

Other

21,162,619

 

16,982,704

 

 

 

 

$305,435,612

$205,788,597

 

(4) Loans (Continued)

Loans by interest rate type are:

 

 

2000

 

1999

 

 

 

 

Fixed Rate

$194,126,840

 

$166,318,916

Variable Rate

111,308,772

 

39,469,681

 

 

 

 

$305,435,612

$205,788,597

Impaired loans included in total loans above as of December 31 are summarized as follows:

 

2000

 

1999

 

 

 

 

Total Investment in Impaired Loans

$109,145

 

$ 92,457

Less Allowance for Impaired Loan Losses

(97,337)

 

(73,489)

 

 

 

 

Net Investment

$ 11,808

 

$ 18,968

 

 

 

 

Average Investment

$125,162

 

$188,264

Foregone interest on impaired and other nonperforming loans approximated $146,400 in 2000, $65,200 in 1999 and $73,800 in 1998.

(5) Allowance for Loan Losses

Transactions in the allowance for loan losses are summarized below for the years ended December 31:

 

2000

 

1999

 

1998

 

 

 

 

 

 

Balance, Beginning

$ 2,327,180

 

$ 2,070,253

 

$ 1,860,987

Provision Charged to Operating Expenses

1,292,006

 

736,125

 

636,000

Loans Charged Off

(685,739)

 

(587,545)

 

(496,970)

Loan Recoveries

69,089

 

108,347

 

70,236

 

 

 

 

 

 

Balance, Ending

$3,002,536

 

$ 2,327,180

 

$ 2,070,253

The allowance for loan losses presented above includes an allowance for impaired loan losses. Transactions in the allowance for impaired loan losses were as follows:

 

2000

 

1999

 

1998

 

 

 

 

 

 

Balance, Beginning

$73,489

 

$ 84,693

 

$ 294,556

Provision Charged to Operating Expenses

23,848

 

25,215

 

10,000

Loans Charged Off

-

 

(36,419)

 

(226,491)

Loan Recoveries

-

 

-

 

6,628

 

 

 

 

 

 

Balance, Ending

$97,337

 

$ 73,489

 

$ 84,693

 

(6) Premises and Equipment

Premises and equipment are comprised of the following as of December 31:

 

2000

 

1999

 

 

 

 

Land

$ 2,115,772

 

$ 2,115,772

Building

5,006,425

 

4,000,397

Leasehold Improvements

271,615

 

196,456

Furniture, Fixtures and Equipment

5,283,337

 

4,316,145

Construction in Progress

4,418

 

639,158

 

 

 

 

 

12,681,567

 

11,267,928

Accumulated Depreciation

(3,749,956)

 

(2,983,611)

 

 

 

 

$ 8,931,611

$ 8,284,317

Depreciation charged to operations totaled $800,381 in 2000, $691,690 in 1999 and $526,599 in 1998.

Certain bank facilities are leased under various operating leases. Rental expense was $245,275 in 2000, $134,376 in 1999 and $112,306 in 1998.

Future minimum rental commitments under noncancelable leases are:

Year

 

Amount

 

 

 

2001

 

$126,736

2002

 

16,123

2003

 

6,000

2004

 

4,000

 

 

 

 

 

$152,859

(7) Other Assets

Organization costs totaling $40,510 incurred in connection with formation of the parent company were being amortized to operations over a period of 60 months. Related amortization expense totaled $0 in 2000, $6,706 in 1999 and $8,103 in 1998. Accumulated amortization as of December 31, 2000 is $40,510. Statement of Position (SOP) 98-5, Reporting on the Costs of Start-Up Activities, as promulgated by the American Institute of Certified Public Accountants, requires previously capitalized organization costs to be expensed in 1999. Since final amortization occurred in 1999 under regularly scheduled terms, SOP 98-5 has no effect on SNB Bancshares, Inc. and Subsidiaries.

 

 

(8) Income Taxes

Generally accepted accounting principles require an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

The components of income tax expense for the years ended December 31 are as follows:

 

2000

 

1999

 

1998

 

 

 

 

 

 

Current Federal Expense

$1,798,383

 

$1,513,599

 

$1,294,056

Deferred Federal Expense

(155,369)

 

(79,736)

 

(12,007)

 

 

 

 

 

 

 

1,643,014

 

1,433,863

 

1,282,049

Current State Tax Expense

213,894

 

95,433

 

100,894

 

 

 

 

 

 

$1,856,908

$1,529,296

$1,382,943

Federal income tax expense of $1,643,014 in 2000, $1,433,863 in 1999 and $1,282,049 in 1998 is less than the income taxes computed by applying the federal statutory rate of 34 percent to income before income taxes. The reasons for the differences are as follows:

2000

1999

1998

Statutory Federal Income Taxes

$1,814,293

 

$1,623,320

 

$1,261,369

Tax-Exempt Interest

(140,585)

 

(115,534)

 

(133,487)

Interest Expense Disallowance

21,980

 

15,995

 

19,748

Premiums on Officers' Life Insurance

(3,045)

 

(2,673)

 

(3,551)

Meal and Entertainment Disallowance

8,387

 

7,785

 

8,744

Merger Related Expenses

-

 

-

 

62,638

Other

(58,016)

 

(95,030)

 

66,588

 

 

 

 

 

 

Actual Federal Income Taxes

$1,643,014

$1,433,863

$1,282,049

 

(8) Income Taxes (Continued)

The components of the net deferred tax asset included in other assets in the accompanying balance sheets as of December 31 are as follows:

 

2000

 

1999

Deferred Tax Assets

 

 

 

Allowance for Loan Losses

$ 847,156

 

$ 662,383

Georgia Occupation and License Tax Credits

53,581

 

53,581

Other Real Estate Owned

-

 

1,509

Deferred Compensation

40,795

 

35,099

Other

11,208

 

1,169

Valuation Allowance for Deferred Tax Assets

(23,286)

 

(23,286)

 

 

 

 

 

929,454

 

730,455

Deferred Tax Liabilities

 

 

 

Premises and Equipment

(238,861)

 

(207,515)

Securities Accretion

(43,614)

 

(34,941)

Other

(11,086)

 

(7,475)

 

 

 

 

 

(293,561)

 

(249,931)

 

 

 

 

 

635,893

 

480,524

Deferred Tax Benefit (Liability)

on Unrealized Securities Gains

(100,711)

 

236,262

 

 

 

 

Net Deferred Tax Asset

$ 535,182

$ 716,786

 

(9) Deposits

Components of interest-bearing deposits as of December 31 are as follows:

 

2000

 

1999

 

 

 

 

Interest-Bearing Demand

$ 60,088,849

 

$ 53,096,289

Savings

6,535,754

 

6,236,617

Time, $100,000 and Over

37,039,181

 

31,900,412

Other Time

142,432,366

 

94,988,431

 

 

 

 

$246,096,150

$186,221,749

The aggregate amount of short-term jumbo certificates of deposit, each with a minimum denomination of $100,000, approximated $34,835,000 and $24,775,000 on December 31, 2000 and 1999, respectively.

 

(9) Deposits (Continued)

As of December 31, 2000, the scheduled maturities of certificates of deposit are as follows:

Year

 

Amount

 

 

 

2001

 

$166,882,835

2002

 

8,125,733

2003

 

2,287,629

2004

 

843,355

2005 and Thereafter

1,331,995

 

 

 

$179,471,547

 

(10) Federal Funds Purchased and Securities Sold Under Agreement to Repurchase

Securities sold under agreement to repurchase mature daily. Mortgage backed securities sold under repurchase agreements are held and segregated by the investment safekeeping agent. Investments are identified as subject to the repurchase agreement and may be substituted by the Banks, subject to agreement by the buyer.

Information concerning securities sold under agreements to repurchase is summarized as follows:

 

2000

 

1999

 

 

 

 

Average Balance During the Year

$3,540,669

 

$3,109,512

Average Interest Rate During the Year

5.94%

 

4.73%

Maximum Month-End Balance During the Year

4,520,174

 

4,943,025

Mortgage backed securities underlying the agreements as of December 31 are:

 

2000

 

1999

 

 

 

 

Carrying Value

$4,414,247

 

$4,638,654

Estimated Fair Value

4,390,506

 

4,534,975

 

(11) Other Borrowed Money

Other borrowed money is comprised of the following as of December 31:

 

 

2000

 

1999

Advances from the Federal Home Loan Bank (FHLB) have maturities in varying amounts through June 18, 2003 and interest rates ranging from 6.12 percent to 7.10 percent. Under the Blanket Agreement for Advances and Security Agreement with the FHLB, residential first mortgage loans and investment securities are pledged as collateral for the FHLB advances outstanding.

 

$54,438,980

 

$6,055,000

 

 

 

 

 

(11) Other Borrowed Money (Continued)

Maturities of borrowed money for each of the next five years and thereafter are as follows:

Year

 

Amount

 

 

 

2001

 

$46,438,980

2002

 

5,000,000

2003

 

3,000,000

 

 

 

$54,438,980

(12) Obligation Under Capital Lease

The Banks lease equipment with a lease term through January 30, 2002. The obligation under the capital lease has been recorded in the accompanying consolidated financial statements at the present value of future minimum lease payments, discounted at an interest rate of 5.25 percent. Capitalized cost of $267,917 less accumulated depreciation is included in premises and equipment on the consolidated balance sheets.

Future minimum lease payments under this capital lease and the net present value of these payments as of December 31, 2000 are as follows:

2001

 

$61,620

2002

 

30,810

 

 

 

Total Future Minimum Lease Payments

92,430

Amount Representing Interest

 

(4,649)

 

 

 

Present Value of Future Minimum

Lease Payments

 

$87,781

(13) 401(k) Savings and Profit Sharing Plan

The Banks sponsor a 401(k) Savings Incentive and Profit Sharing Plan. Employees become eligible after having completed one year of service and attaining the age of 21. Employer contributions to the plan include a discretionary matching contribution based on the salary reduction elected by the individual employees and a discretionary amount allocated based on compensation received by eligible participants. Expense under the plan was $219,194 in 2000, $203,796 in 1999 and $204,906 in 1998.

 

(14) Commitments and Contingencies

In the normal course of business, certain commitments and contingencies are incurred which are not reflected in the consolidated financial statements. The Banks had commitments under standby letters of credit to U.S. addressees approximating $663,000 as of December 31, 2000 and $1,204,000 as of December 31, 1999. Unfulfilled loan commitments as of December 31, 2000 and 1999 approximated $45,402,000 and $33,266,000, respectively. No losses are anticipated as a result of commitments and contingencies.

 

(15) Noncompensatory Stock Option Plan

During 1996, the board of directors of SNB Bancshares, Inc. adopted the 1996 incentive stock option plan which granted key officers the right to purchase 62,500 shares of common stock at the price of $9.00, as adjusted for stock splits, representing the market value of the stock at the date of the option grant. Option holders may exercise in accordance with a vesting schedule beginning with 20 percent the first year and increasing 20 percent for each year thereafter such that 100 percent of granted options may be exercised by the end of the fifth year. Unexercised options expire at the end of the tenth year.

In 1999, the board of directors of SNB Bancshares, Inc. adopted another incentive stock option plan which authorizes 125,000 shares to be granted to certain officers and key employees. Those officers and key employees are granted the right to purchase shares of common stock at a price representing the market value of the stock at the date of the option grant. In May 1999, 73,500 options were granted at the price of $18.50 per share and an additional 10,000 options were granted at $17.94 per share in September 1999. An additional 25,500 options were granted at $13.00 per share in August 2000 under this same plan. The terms of the 1999 incentive stock option plan are essentially the same as the 1996 incentive stock option plan.

A summary of warrant and option transactions follows:

 

Shares Under

 

Incentive Stock

 

Options

 

 

Granted

171,500

Canceled

-

Exercised

-

 

 

Outstanding, December 31, 2000

171,500

 

 

Eligible to be Exercised, December 31, 2000

66,700

 

(16) Interest Income and Expense

Interest income of $428,390, $349,702 and $420,957 from state, county and municipal bonds was exempt from regular income taxes in 2000, 1999 and 1998, respectively.

Interest on deposits includes interest expense on time certificates of $100,000 or more totaling $2,102,875, $1,490,938 and $1,446,331 for the years ended December 31, 2000, 1999 and 1998, respectively.

 

 

(17) Supplemental Cash Flow Information

Cash payments for the following were made during the years ended December 31:

 

2000

 

1999

 

1998

 

 

 

 

 

 

Interest Expense

$12,523,929

$8,248,602

$7,568,020

 

 

 

 

 

 

Income Taxes

$ 2,026,000

$1,599,500

$ 995,700

Noncash investing activities for the years ended December 31 are as follows:

Acquisitions of Real Estate Through

 

 

 

 

 

Foreclosure

$ 547,116

$ 28,935

$ 589,905

Acquisition, Net of Cash Acquired

Common Stock Issued

$ 388,140

 

$ -

 

$ -

Cash Paid, Less Cash Acquired

994,842

 

-

 

-

Fair Value of Assets

Acquired, Including Goodwill

$ 1,382,982

 

$ -

 

$ -

 

(18) Earnings Per Share

Statement of Financial Accounting Standards No. 128 establishes standards for computing and presenting basic and diluted earnings per share. Basic earnings per share is calculated and presented based on income available to common shareholders divided by the weighted average number of shares outstanding during the reporting periods. Diluted earnings per share reflects the potential dilution that would occur if warrants and options were exercised and converted into common stock. The following presents earnings per share for the years ended December 31, 2000, 1999 and 1998 under the requirements of Statement 128:

 

 

December 31, 2000

Income Numerator

 

Common Shares Denominator

 

 

EPS

 

 

 

 

 

 

Basic EPS

 

 

 

 

 

Income Available to Common Stockholders

$3,479,247

 

3,354,145

 

$1.04

 

 

 

 

 

 

Dilutive Effect of Potential Common Stock

 

 

 

 

 

Stock Options and Warrants

 

 

14,632

 

 

 

 

 

 

 

 

Diluted EPS

 

 

 

 

 

Income Available to Common Stockholders

After Assumed Conversions of Dilutive Securities

$3,479,247

 

3,368,777

 

$1.03

 

(18) Earnings Per Share (Continued)

 

December 31, 1999

Income Numerator

 

Common Shares Denominator

 

 

EPS

 

 

 

 

 

 

Basic EPS

 

 

 

 

 

Income Available to Common Stockholders

$3,245,174

 

3,340,624

 

$0.97

 

 

 

 

 

 

Dilutive Effect of Potential Common Stock

 

 

 

 

 

Stock Options and Warrants

 

 

50,167

 

 

 

 

 

 

 

 

Diluted EPS

 

 

 

 

 

Income Available to Common Stockholders

After Assumed Conversions of Dilutive Securities

$3,245,174

 

3,390,791

 

$0.96

 

 

 

 

 

 

December 31, 1998

 

 

 

 

 

 

 

Basic EPS

 

 

 

 

 

Income Available to Common Stockholders

$2,326,967

 

3,185,014

 

$0.73

 

 

 

 

 

 

Dilutive Effect of Potential Common Stock

 

 

 

 

 

Stock Options and Warrants

 

 

167,480

 

 

 

 

 

 

 

 

Diluted EPS

 

 

 

 

 

Income Available to Common Stockholders

After Assumed Conversions of Dilutive Securities

$2,326,967

 

3,352,494

 

$0.69

All share and per share data have been restated to reflect a 25 percent stock split occurring on September 25, 1998. The stock split was effected in the form of a dividend.

In October 1996, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (Statement 123). Statement 123 establishes a "fair value" based method of accounting for stock-based compensation plans and encourages all entities to adopt that method of accounting for all of their employee stock compensation plans. However, it also allows an entity to continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by APB Opinion No. 25, Accounting for Stock Issued to Employees (Opinion 25). Entities electing to remain with the accounting in Opinion 25 must make proforma disclosures of net income and earnings per share, as if the fair value based method of accounting defined in Statement 123 had been applied. Under the fair value based method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. Under the intrinsic value based method, compensation cost is the excess, if any, of the quoted market price of the stock at grant date or other measurement date over the amount an employee must pay to acquire the stock. SNB Bancshares, Inc. continues to follow Opinion 25 in accounting for its stock-based compensation awards; accordingly, no compensation expense has been recognized in the financial statements. If compensation expenses were determined on the basis of Statement 123, net income and earnings per share would have been reduced as follows:

 

 

 

 

 

(18) Earnings Per Share (Continued)

 

 

2000

 

1999

Net Income

 

 

 

 

As Reported

 

$3,479,247

 

$3,245,174

 

 

 

 

 

Proforma

 

$3,322,349

 

$3,100,159

 

 

 

 

 

Basic Earnings Per Share

 

 

 

 

As Reported

 

$ 1.04

 

$ 0.97

 

 

 

 

 

Proforma

 

$ 0.99

 

$ 0.93

 

 

 

 

 

Diluted Earnings Per Share

 

 

 

 

As Reported

 

$ 1.03

 

$ 0.96

 

 

 

 

 

Proforma

 

$ 0.99

 

$ 0.91

Proforma information includes only the effects of incentive stock option awards which were granted in May 1996, May 1999, September 2000 and August 2000.

Proforma information is based on utilization of the Black-Scholes option pricing model to estimate the fair value of the options at the grant date. Significant assumptions used are:

Under Incentive Stock Option Plans Established In

1999

 

1996

 

 

 

 

 

 

Year Granted

2000

 

1999

 

1996

 

 

 

 

 

 

Expected Annual Dividends (As Percent of Stock Price)

2.12%

 

1.63%

 

2.11%

Discount Rate-Bond Equivalent Yield

5.44%

 

6.48%

 

6.34%

Expected Life

5 Years

 

5 Years

 

5 Years

Expected Cumulative Volatility

29.38%

 

70.95%

 

86.58%

 

(19) Related Party Transactions

The aggregate balance of direct and indirect loans to directors, executive officers or principal holders of equity securities of the Company was $7,362,327 as of December 31, 2000 and $8,670,807 as of December 31, 1999. All such loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and do not involve more than a normal risk of collectibility. A summary of activity of related party loans is shown below:

 

2000

 

1999

 

 

 

 

Balance, Beginning

$ 8,670,807

 

$ 5,958,016

New Loans

7,357,141

 

7,161,275

Repayments

(8,665,621)

 

(4,102,540)

Changes in Directors

-

 

(345,944)

 

 

 

 

Balance, Ending

$ 7,362,327

$ 8,670,807

(20) Financial Information of SNB Bancshares, Inc. (Parent Only)

SNB Bancshares, Inc. (the parent company) was formed as a one-bank holding company from Security Bank of Bibb County in September 1994. The parent company's balance sheets as of December 31, 2000 and 1999 and the related statements of income and comprehensive income and cash flows for the years then ended are as follows:

SNB BANCSHARES, INC. (PARENT ONLY)

BALANCE SHEETS

DECEMBER 31

 

 

 

 

ASSETS

 

2000

 

1999

 

 

 

 

Cash

$ 392,902

 

$ 4,086,909

Investment Securities

769,680

 

843,230

Investment in Subsidiaries, at Equity

31,956,010

 

22,583,660

Prepaids

1,256

 

11,088

Other

5,998

 

-

 

 

 

 

Total Assets

$33,125,846

$27,524,887

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

Liabilities

 

 

 

Federal Income Tax Payable

$ 30,215

 

$ 78

State Income Tax Payable

7,017

 

14,199

Other

17,951

 

38,259

 

 

 

 

 

55,183

 

52,536

 

 

 

 

Other Borrowed Money

2,000,000

 

-

 

 

 

 

Stockholders' Equity

 

 

 

Common Stock, Par Value $1 a Share; Authorized

 

 

 

10,000,000 Shares, Issued and Outstanding 3,372,969 and

 

 

 

3,340,624 Shares as of December 31, 2000

and 1999, Respectively

3,372,969

 

3,340,624

Paid-In Capital

12,967,398

 

12,611,603

Retained Earnings

14,534,798

 

11,978,751

Accumulated Other Comprehensive Income, Net of Tax

195,498

 

(458,627)

 

 

 

 

Total Stockholders' Equity

31,070,663

 

27,472,351

 

 

 

 

Total Liabilities and Stockholders' Equity

$33,125,846

$27,524,887

 

(20) Financial Information of SNB Bancshares, Inc. (Parent Only) (Continued)

 

SNB BANCSHARES, INC. (PARENT ONLY)

STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31

 

 

 

 

 

 

 

 

 

 

 

 

 

2000

 

1999

 

1998

 

 

 

 

 

 

Income

 

 

 

 

 

Dividends from Subsidiaries

$ -

 

$ 417,579

 

$ 655,730

Interest

29,780

 

107,699

 

201,219

 

 

 

 

 

 

 

29,780

 

525,278

 

856,949

 

 

 

 

 

 

Expense

 

 

 

 

 

Amortization of Organization Costs

-

 

6,076

 

8,102

Merger

-

 

-

 

184,228

Other

281,476

 

193,653

 

204,337

 

 

 

 

 

 

 

281,476

 

199,729

 

396,667

 

 

 

 

 

 

Income (Loss) Before Taxes and

Equity in Undistributed Earnings of Subsidiaries

(251,696)

 

325,549

 

460,282

 

 

 

 

 

 

Income Tax Benefit

61,261

 

31,241

 

4,186

 

 

 

 

 

 

Income (Loss) Before Equity in Undistributed

 

 

 

 

 

Earnings of Subsidiaries

(190,435)

 

356,790

 

464,468

 

 

 

 

 

 

Equity in Undistributed Earnings of Subsidiaries

3,669,682

 

2,888,384

 

1,862,499

 

 

 

 

 

 

Net Income

3,479,247

 

3,245,174

 

2,326,967

 

 

 

 

 

 

Other Comprehensive Income, Net of Tax

 

 

 

 

 

Gains (Losses) on Securities

Arising During the Year

657,964

 

(657,807)

 

133,102

Reclassification Adjustment

(3,839)

 

1,263

 

(5,162)

 

 

 

 

 

 

Unrealized Gains (Losses) on Securities

654,125

 

(656,544)

 

127,940

 

 

 

 

 

 

Comprehensive Income

$4,133,372

 

$2,588,630

 

$2,454,907

 

(20) Financial Information of SNB Bancshares, Inc. (Parent Only) (Continued)

 

SNB BANCSHARES, INC. (PARENT ONLY)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31

 

 

 

 

 

 

 

2000

 

1999

 

1998

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

Net Income

$ 3,479,247

 

$ 3,245,174

 

$ 2,326,967

Adjustments to Reconcile Net Income to Net

 

 

 

 

 

Cash Provided from Operating Activities

 

 

 

 

 

Amortization

-

 

6,076

 

8,103

Equity in Undistributed Earnings

of Subsidiaries

(3,669,682)

 

(2,888,384)

 

(1,862,499)

Increase (Decrease) in Other

31,488

 

16,402

 

(95,969)

 

 

 

 

 

 

 

(158,947)

 

379,268

 

376,602

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

Investment in Loans

-

 

1,014,000

 

1,136,000

Capital Infusion in Subsidiaries

(5,000,000)

 

(300,000)

 

-

Purchase of Investment Securities

Available for Sale

-

 

(787,320)

 

-

 

 

 

 

 

 

 

(5,000,000)

 

(73,320)

 

1,136,000

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

Dividends Paid

(923,200)

 

(851,862)

 

(704,126)

Issuance of Common Stock

388,140

 

-

 

1,234,414

Note Payable

2,000,000

 

-

 

-

 

 

 

 

 

 

 

1,464,940

 

(851,862)

 

530,288

 

 

 

 

 

 

Net Increase (Decrease) in Cash

(3,694,007)

 

(545,914)

 

2,042,890

 

 

 

 

 

 

Cash, Beginning

4,086,909

 

4,632,823

 

2,589,933

 

 

 

 

 

 

Cash, Ending

$ 392,902

 

$ 4,086,909

 

$ 4,632,823

 

(21) Stock Split Effected as Dividend

On September 25, 1998, the board of directors approved a 25 percent stock split to be effected in the form of a dividend. All share and per share data including stock options and warrants have been adjusted to reflect the additional shares outstanding resulting from the stock split.

(22) Fair Value of Financial Instruments

Statement of Financial Accounting Standards (SFAS) No. 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 SNB Bancshares' financial instruments are detailed below. Where quoted prices are not available, fair values are based on estimates using discounted cash flows and other valuation techniques. The use of discounted cash flows can be significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. The following disclosures should not be considered a surrogate of the liquidation value of the Company, but rather a good-faith estimate of the increase or decrease in value of financial instruments held by the Company since purchase, origination or issuance.

Cash and Short-Term Investments - For cash, due from banks and federal funds sold, the carrying amount is a reasonable estimate of fair value.

Investment Securities Available for Sale - Fair values for investment securities are based on quoted market prices.

Loans - The fair value of fixed rate loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings. For variable rate loans, the carrying amount is a reasonable estimate of fair value.

Deposit Liabilities - The fair value of demand deposits, savings accounts and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities.

Standby Letters of Credit - Because standby letters of credit are made using variable rates, the contract value is a reasonable estimate of fair value.

The carrying amount and estimated fair values of the Company's financial instruments as of December 31 are as follows:

 

2000

 

1999

 

Carrying

 

Estimated

 

Carrying

 

Estimated

 

Amount

 

Fair Value

 

Amount

 

Fair Value

 

(in Thousands)

Assets

 

 

 

 

 

 

 

Cash and Short-Term Investments

$ 27,568

 

$ 27,568

 

$ 21,130

 

$ 21,130

Investment Securities Available for Sale

49,515

 

49,515

 

42,176

 

42,176

Investment Securities Held to Maturity

1,983

 

2,026

 

2,911

 

2,932

Loans

305,436

 

297,439

 

205,788

 

204,089

Loans Held for Sale

13,215

 

13,215

 

1,761

 

1,761

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Deposits

311,577

 

311,564

 

237,417

 

237,798

Borrowed Money

63,969

 

63,969

 

15,681

 

15,681

Capital Lease Obligation

88

 

88

 

143

 

143

 

 

 

 

 

 

 

 

Unrecognized Financial Instruments

 

 

 

 

 

 

 

Standby Letters of Credit

-

 

663

 

-

 

1,204

Unfulfilled Loan Commitments

-

 

45,402

 

-

 

33,266

(22) Fair Value of Financial Instruments (Continued)

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company's financial instruments, fair value estimates are based on many judgments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial instruments include the mortgage banking operation, brokerage network, deferred income taxes and premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

(23) Regulatory Capital Matters

The amount of dividends payable to the parent company from the Subsidiary banks is limited by various banking regulatory agencies. Upon approval by regulatory authorities, the bank may pay cash dividends to the parent company in excess of regulatory limitations.

The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and, possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company's assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of total and Tier I capital to risk-weighted assets, and of Tier I capital to average assets. The amounts and ratios as defined in regulations are presented hereafter. Management believes, as of December 31, 2000, the Company meets all capital adequacy requirements to which it is subject and is classified as well capitalized under the regulatory framework for prompt corrective action. In the opinion of management, there are no conditions or events since prior notification of capital adequacy from the regulators that have changed the institution's category.

(23) Regulatory Capital Matters (Continued)

 

 

 

 

 

 

 

 

 

To Be Well

 

 

 

 

 

 

 

 

 

Capitalized Under

 

 

 

 

 

For Capital

 

Prompt Corrective

 

Actual

 

Adequacy Purposes

 

Action Provisions

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Capital

 

 

 

 

 

 

 

 

 

 

 

to Risk-Weighted Assets

$32,930,734

 

9.75%

 

$27,020,089

 

8.00%

 

$33,775,112

 

10.00%

Tier I Capital

 

 

 

 

 

 

 

 

 

 

 

to Risk-Weighted Assets

29,928,197

 

8.86

 

13,511,601

 

4.00

 

20,267,402

 

6.00

Tier I Capital

 

 

 

 

 

 

 

 

 

 

 

to Average Assets

29,928,197

 

9.39

 

12,748,966

 

4.00

 

15,936,207

 

5.00

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 1999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Capital

 

 

 

 

 

 

 

 

 

 

 

to Risk-Weighted Assets

30,258,159

 

13.32

 

18,172,234

 

8.00

 

22,715,293

 

10.00

Tier I Capital

 

 

 

 

 

 

 

 

 

 

 

to Risk-Weighted Assets

27,930,978

 

12.30

 

9,086,117

 

4.00

 

13,629,176

 

6.00

Tier I Capital

 

 

 

 

 

 

 

 

 

 

 

to Average Assets

27,930,978

 

10.84

 

10,303,846

 

4.00

 

12,879,807

 

5.00

 

(24) Business Combinations

On August 8, 1998, the Company acquired Crossroads Bancshares, Inc. and its wholly-owned subsidiary, Crossroads Bank of Georgia, Inc. (currently Security Bank of Houston County), in a business combination accounted for as a pooling of interests. Crossroads Bank of Georgia, Inc. became a wholly-owned subsidiary of the Company through the exchange of 846,743 shares of the Company's common stock for all of the outstanding stock of Crossroads Bancshares, Inc. The accompanying financial statements for 1998 are based on the assumption that the companies were combined for the full year.

Summarized results of operations of the separate companies for the period from January 1, 1998 through August 8, 1998, the date of acquisition, are as follows:

 

SNB Banchsares, Inc. and Subsidiary

 

Crossroads Bank of Georgia, Inc.

 

 

 

 

Net Interest Income

$4,280,652

 

$1,885,450

 

 

 

 

Provision for Loan Losses

$ 236,000

 

$ 105,000

 

 

 

 

Noninterest Income

$1,049,947

 

$ 469,137

 

 

 

 

Noninterest Expense

$3,502,390

 

$1,356,783

 

 

 

 

Net Income

$1,085,915

 

$ 594,519

The summarized assets and liabilities of the separate companies on August 8, 1999, the date of acquisition, were as follows:

(24) Business Combinations (Continued)

 

SNB Bancshares, Inc. and Subsidiary

 

Crossroads Bank of Georgia, Inc.

 

 

 

 

Cash and Cash Equivalents

$ 10,413,116

 

$ 6,359,558

Investment Securities

27,426,745

 

9,081,814

Loans, Net

112,355,011

 

48,061,005

Premises and Equipment

4,617,464

 

2,064,092

Other Assets

2,075,766

 

1,599,447

 

 

 

 

 

156,888,102

 

67,165,916

Deposits

(128,562,713)

 

(60,047,078)

Other Liabilities

(9,884,527)

 

(662,484)

 

 

 

 

Net Assets

$ 18,440,862

 

$ 6,456,354

No significant intercompany transactions occurred between the Company and Crossroads Bank of Georgia, Inc. prior to the pooling of interests that would affect prior operations. There was no change in accounting policies or reporting periods as a result of the pooling of interests.

On July 31, 2000, Security Bank of Bibb County purchased the assets of Group Financial Southeast (dba Fairfield Financial) in a business combination accounted for as a purchase. The assets were placed in a newly formed subsidiary of Security Bank of Bibb County incorporated as Fairfield Financial Services, Inc. Fairfield Financial is primarily engaged in residential real estate mortgage lending in the state of Georgia. The results of operations of Fairfield Financial since the date of acquisition are included in the accompanying financial statements. The initial purchase price approximated $1.4 million, which consists of approximately $1.0 million in cash and 32,345 shares of SNB Bancshares stock valued at $388,140 at closing. The initial cost of the acquisition exceeded the fair value of the assets of Fairfield Financial by $988,000. The excess is recorded as goodwill and is being amortized on the straight-line method over 10 years.

The Asset Purchase Agreement provides for additional contingent payments of purchase price for years ending 2001-2005 based on the earnings of Fairfield Financial Services, Inc. The additional payments, if any, are to be payable in cash and stock. Cash payments for 2001 will equate to 60 percent of Fairfield Financial Services, Inc.'s earnings for the year. Stock payments for 2001 will be based on 40 percent of 2001 earnings utilizing a specific formula for determining number of shares. The number of shares issued during any year cannot exceed 75,000. The maximum number of shares under the agreement cannot exceed 300,000 for years 2001-2005. All additional payments of cash and stock will be charged to goodwill and amortized over the remaining years of the original 10-year amortization period. If Fairfield Financial sustains losses, no additional purchase price payments are due.

(25) Deferred Compensation Plan

A deferred compensation plan is maintained under which certain officers may elect to defer, until termination, retirement, death or unforeseeable emergency a portion of current compensation. The plan is created in accordance with Internal Revenue Code Section 457. Interest is paid on such deferrals at a rate that is determined annually. The participants are general creditors of the Bank with respect to amounts deferred and interest additions. As of December 31, 2000, 1999 and 1998, the liability under this plan totaled $119,985, $105,087 and $91,304, respectively.

(26) Reclassifications

Certain reclassifications have been made in the 1999 financial statements to conform to the 2000 presentation.