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1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 2000
Commission file number 0-10402
WILSON BANK HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Tennessee 62-1497076
--------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
623 West Main Street
Lebanon, Tennessee 37087
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(615) 444-2265
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $2.00 PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
(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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant on March 1, 2001, was approximately $72,479,506. The market value
calculation was determined using $36.25 per share.
Shares of common stock, $2.00 par value per share, outstanding on March 1, 2001
were 2,029,555.
DOCUMENTS INCORPORATED BY REFERENCE
Documents from which portions
Part of Form 10-K are incorporated by reference
- ------------------------------- --------------------------------------------
Part II Portions of the Registrant's Annual
Report to Shareholders for the fiscal year
ended December 31, 2000 are incorporated by
reference into Items 5, 6, 7, and 8.
Part III Portions of the Registrant's Proxy
Statement relating to the Registrant's
Annual Meeting of Shareholders to be held on
April 10, 2001 are incorporated by reference
into Items 10, 11, 12 and 13.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
Wilson Bank Holding Company (the "Company") was incorporated on March 17, 1992
under the laws of the State of Tennessee. The purpose of the Company was to
acquire all of the issued and outstanding capital stock of Wilson Bank and Trust
(the "Bank") and act as a one-bank holding company. On November 17, 1992, the
Company acquired 100% of the capital stock of the Bank pursuant to the terms of
a plan of share exchange and agreement.
All of the Company's banking business is conducted through the Bank, a state
chartered bank organized under the laws of the State of Tennessee, DeKalb
Community Bank ("DCB") and Community Bank of Smith County ("CBSC"). The Bank, on
December 31, 2000, had eight full service banking offices located in Wilson
County, Tennessee, one full service banking facility in Trousdale County,
Tennessee and one full service banking office in western Davidson County. The
Bank has one wholly-owned subsidiary, Hometown Finance, Inc., which is a finance
company organized under the Tennessee Industrial Loan and Thrift Companies Act
(the "Finance Company"). DCB had two full service banking offices in DeKalb
County, one office located in Smithville, Tennessee and one office located in
Alexandria, Tennessee. CBSC had one office located in Carthage, Smith County,
Tennessee. DCB began operations in April 1996 and CBSC began operations in
December 1996. As of December 31, 2000, revenues and expenses of DCB and CBSC,
have not had a material effect on the earnings of the Company. On October 1,
1999, the Company stopped transacting new business through the Finance Company.
The loans made by the Finance Company, while still assets of the Finance
Company, are currently being collected by the Company. Additionally, all of the
employees of the Finance Company are currently employees of the Company.
The Company's principal executive office is located at 623 West Main Street,
Lebanon, Tennessee, which is also the principal location of the Bank. The Bank's
branch offices are located at 1444 Baddour Parkway, Lebanon, Tennessee; 200
Tennessee Boulevard, Lebanon, Tennessee; Public Square, Watertown, Tennessee;
8875 Stewart's Ferry Pike, Gladeville, Tennessee; 1476 North Mt. Juliet Road,
Mt. Juliet, Tennessee; 127 McMurry Boulevard, Hartsville, Tennessee; 1130 Castle
Heights Avenue North, Lebanon, Tennessee; the Wal-Mart Super Center, Lebanon,
Tennessee; and 4736 Andrew Jackson Parkway in Hermitage, Tennessee. Management
believes that Wilson County and Trousdale County offer an environment for
continued banking growth in the Company's target market, which consists of local
consumers, professionals and small businesses. The Bank offers a wide range of
banking services, including checking, savings, and money market deposit
accounts, certificates of deposit and loans for consumer, commercial and real
estate purposes. The Bank also offers custodial, trust and discount brokerage
services to its customers. The Bank does not have a concentration of deposits
obtained from a single person or entity or a small group of persons or entities,
the loss of which would have a material adverse effect on the business of the
Bank. Furthermore, no concentration of loans exists within a single industry or
group of related industries.
The Bank was organized in 1987 to provide Wilson County with a locally-owned,
locally-managed commercial bank. Since its opening, the Bank has experienced a
steady growth in deposits and loans as a result of providing personal,
service-oriented banking services to its targeted market. For the year ended
December 31, 2000, the Company reported net earnings of approximately $5.6
million and had total assets of approximately $602.2 million.
DeKalb County Bank was organized and began operations as a de novo state
chartered bank in 1996. DCB is 50% owned by the Company and 50% owned by
residents of DeKalb County. DCB operates two full-service branches, one in
Smithville and one in Alexandria, Tennessee. DCB is considered a subsidiary of
the Company for purposes of the Bank Holding Company Act of 1956.
Management believes that DeKalb County offers an environment for continued
growth since it is geographically close to Wilson County, and the only other
locally-owned bank in DeKalb County was acquired by a larger bank in 2000,
leaving DCB as the only locally-owned bank in DeKalb County. DCB offers a wide
range of banking services, including checking, savings, and money market deposit
accounts, certificates of deposit and loans for consumer, commercial and real
estate purposes. DCB does not have a concentration of deposits obtained from a
single person or entity or a small group of persons or entities, the loss of
which would have a material adverse effect on the business of DCB. Furthermore,
no concentration of loans exists within a single industry or group of related
industries.
Community Bank of Smith County was organized as a de novo state chartered bank
in 1996. CBSC is 50% owned by the Company and 50% owned by residents of Smith
County. CBSC is considered a subsidiary of the Company for purposes of the Bank
Holding Company Act of 1956. Management believes that Smith County offers an
environment for continued growth since it is contiguous to Wilson County and has
only three other financial institutions. CBSC offers a wide range of banking
services, including checking, savings, and money market deposit accounts,
certificates of deposit and loans for consumer, commercial and real estate
purposes. CBSC does not have a concentration of deposits obtained from a single
person or entity or a small group of persons or entities, the loss
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of which would have a material adverse effect on the business of CBSC.
Furthermore, no concentration of loans exists within a single industry or group
of related industries.
FINANCIAL AND STATISTICAL INFORMATION
The Company's audited consolidated financial statements, selected financial data
and Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in the Company's Annual Report to Shareholders for the year
ended December 31, 2000 filed as Exhibit 13 to this Form 10-K (the "2000 Annual
Report"), are incorporated herein by reference.
REGULATION AND SUPERVISION
In addition to the information set forth herein, Management's Discussion and
Analysis of Financial Condition and Results of Operations, incorporated by
reference in Item 7 hereof, further discusses recent banking legislation and
regulation and should be reviewed in conjunction herewith.
The Company, the Bank, DCB and CBSC are subject to extensive regulation under
state and federal statutes and regulations. The discussion in this section,
which briefly summarizes certain of such statutes, does not purport to be
complete, and is qualified in its entirety by reference to such statutes. Other
state and federal legislation and regulations directly and indirectly affecting
banks are likely to be enacted or implemented in the future; however, such
legislation and regulations and their effect on the business of the Company and
its subsidiaries cannot be predicted.
The Company is a bank holding company within the meaning of the Bank Holding
Company Act of 1956 (the "Act") and is registered with the Board of Governors of
the Federal Reserve System (the "Board"). The Company is required to file annual
reports with, and is subject to examination by, the Board. The Bank, DCB and
CBSC are chartered under the laws of the state of Tennessee and are subject to
the supervision of, and are regularly examined by, the Tennessee Department of
Financial Institutions. The Bank, DCB and CBSC are also regularly examined by
the Federal Deposit Insurance Corporation.
Under the Act, a bank holding company may not directly or indirectly acquire
ownership or control or more than five percent of the voting shares or
substantially all of the assets of any company, including a bank, without the
prior approval of the Board. In addition, bank holding companies are generally
prohibited under the Act from engaging in non-banking activities, subject to
certain exceptions and the recent modernization of the financial services
industry in connection with the passing of the Gramm-Leach-Bliley Act of 1999.
Under the Act, the Board is authorized to approve the ownership by a bank
holding company of shares of any company whose activities have been determined
by the Board to be so closely related to banking or to managing or controlling
banks as to be a proper incident thereto.
In November 1999, the Gramm-Leach-Bliley Act of 1999 (the "GLB Act") became law.
Under the GLB Act, a "financial holding company" may engage in activities the
Board determines to be financial in nature or incidental to such financial
activity or complementary to a financial activity and not a substantial risk to
the safety and soundness of such depository institutions or the financial
system. Generally, such companies may engage in a wide range of securities
activities and insurance underwriting and agency activities. The Company has not
made application to the Board to become a "financial holding company."
Under the Tennessee Bank Structure Act, a bank holding company which controls
30% or more of the total deposits in all federally insured financial
institutions in Tennessee is prohibited from acquiring any bank in Tennessee.
Furthermore, no bank holding company may acquire any bank in Tennessee that has
been in operation less than five years or organize a new bank in Tennessee,
except in the case of certain interim bank mergers and acquisitions of banks in
financial difficulty. State banks and national banks in Tennessee, however, may
establish branches anywhere in the state.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the
"IBBEA") authorized interstate acquisitions of banks and bank holding companies
without geographic limitation beginning on June 1, 1997. In addition, on that
date, the IBBEA authorized a bank to merge with a bank in another state as long
as neither of the states has opted out of interstate branching between the date
of enactment of the IBBEA and May 1, 1997. Tennessee enacted interstate
branching laws in response to the federal law which prohibit the establishment
or acquisition in Tennessee by any bank of a branch office, branch bank or other
branch facility in Tennessee except (i) a Tennessee-chartered bank, (ii) a
national bank which has its main office in Tennessee or (iii) a bank which
merges or consolidates with a Tennessee-chartered bank or national bank with its
main office in Tennessee.
The Company, the Bank, DCB and CBSC are subject to certain restrictions imposed
by the Federal Reserve Act and the Federal Deposit Insurance Act, respectively,
on any extensions of credit to the bank holding company or its subsidiary banks,
on investments in the stock or other securities of the bank holding company or
its subsidiary banks, and on taking such stock or other securities as collateral
for loans of any borrower. The Bank, DCB and CBSC all take Company Common Stock
as collateral for borrowings subject to the aforementioned restrictions.
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The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
covers a wide expanse of banking regulatory issues. FDICIA deals with
recapitalization of the Bank Insurance Fund, with deposit insurance reform,
including requiring the FDIC to establish a risk-based premium assessment
system, and with a number of other regulatory and supervisory matters.
The Financial Reform, Recovery and Enforcement Act of 1989 ("FIRREA") 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 or savings
association.
The maximum permissible rates of interest on most commercial and consumer loans
made by the Company's bank subsidiaries are governed by Tennessee's general
usury law and the Tennessee Industrial Loan and Thrift Companies Act
("Industrial Loan Act"). Certain other usury laws affect limited classes of
loans, but the Company believes that the laws referenced above are the most
significant. Tennessee's general usury law authorizes a floating rate of 4% per
annum over the average prime or base commercial loan rate, as published by the
Federal Reserve Board from time to time, subject to an absolute 24% per annum
limit. The Industrial Loan Act, which is generally applicable to most of the
loans made by the Company's bank subsidiaries in Tennessee, authorizes an
interest rate of up to 24% per annum and also allows certain loan charges,
generally on a more liberal basis than does the general usury law.
COMPETITION
The banking industry is highly competitive. The Company, through its subsidiary
banks, competes with national and state banks for deposits, loans, and trust and
other services.
The Bank competes with much larger commercial banks in Wilson County, the Bank's
primary market area, including four banks in Wilson County owned by regional
multi-bank holding companies headquartered out of Tennessee and four banks owned
by Tennessee multi-bank holding companies. These institutions enjoy existing
depositor relationships and greater financial resources than the Company and can
be expected to offer a wider range of banking services. In addition, the Bank
competes with two credit unions located in Wilson County.
DCB competes with much larger commercial banks in DeKalb County, including two
banks owned by Tennessee multi-bank holding companies. While these institutions
enjoy existing depositor relationships and greater financial resources than DCB
and can be expected to offer a wider range of banking services, the Company
believes that DCB can expect to attract customers since it is locally owned and
most loan and management decisions will be made at the local level. In addition,
the DCB is the only locally-owned commercial bank headquartered in DeKalb
County.
CBSC competes with three commercial banks in or near Smith County, including two
banks based in Smith County and one based in an adjacent county. These
institutions enjoy existing depositor relationships; however, the Company
believes that CBSC can be expected to offer a wider range of banking services at
CBSC through its financial resources as well as programs offered by other
subsidiaries of the Company.
Given the competitive market place, the Company makes no predictions as to how
its relative position will change in the future.
MONETARY POLICIES
The results of operations of the Bank, the Company and the Company's other bank
subsidiaries are affected by the policies of the regulatory authorities,
particularly the Board. An important function of the Board is to regulate the
national supply of bank credit in order to combat recession and curb inflation.
Among the instruments used to attain these objectives are open market operations
in U.S. government securities, changes in the discount rate on bank borrowings
and changes in reserve requirements relating to member bank deposits. These
instruments are used in varying combinations to influence overall growth and
distribution of bank loans, investments and deposits, and their use may also
affect interest rates charged on loans and paid for deposits. Policies of the
regulatory agencies have had a significant effect on the operating results of
commercial banks in the past and are expected to do so in the future. The effect
of such policies upon the future business and results of operations of the
Company, the Bank, DCB and CBSC cannot be predicted with accuracy.
EMPLOYMENT
As of March 20, 2001, the Company and its subsidiaries collectively employed 209
full-time equivalent employees and 24 part-time employees. Additional personnel
will be hired as needed to meet future growth.
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STATISTICAL INFORMATION REQUIRED BY GUIDE 3
The statistical information required to be displayed under Item 1 pursuant to
Guide 3, "Statistical Disclosure by Bank Holding Companies," of the Exchange Act
Industry Guides is incorporated herein by reference to the Consolidated
Financial Statements and the notes thereto and the Management's Discussion and
Analysis sections in the Company's 2000 Annual Report. Certain information not
contained in the Company's 2000 Annual Report, but required by Guide 3, is
contained in the tables immediately following:
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
I. Distribution of Assets, Liabilities and Stockholders' Equity:
Interest Rate and Interest Differential
The Schedule which follows indicates the average balances for each
major balance sheet item, an analysis of net interest income and the
change in interest income and interest expense attributable to changes
in volume and changes in rates.
The difference between interest income on interest-earning assets and
interest expense on interest-bearing liabilities is net interest
income, which is the Company's gross margin. Analysis of net interest
income is more meaningful when income from tax-exempt earning assets is
adjusted to a tax equivalent basis. Accordingly, the following schedule
includes a tax equivalent adjustment of tax-exempt earning assets,
assuming a weighted average Federal income tax rate of 34%.
In this Schedule "change due to volume" is the change in volume
multiplied by the interest rate for the prior year. "Change due to
rate" is the change in interest rate multiplied by the volume for the
current year. Changes in interest income and expense not due solely to
volume or rate changes are included in the "change due to rate"
category.
Non-accrual loans have been included in the loan category. Loan fees of
$508,000, $394,000 and $488,000 for 2000, 1999 and 1998, respectively,
are included in loan income and represent an adjustment of the yield on
these loans.
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WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
IN THOUSANDS, EXCEPT INTEREST RATES
------------------------------------------------------------------------------------------------
2000 1999 2000/1999 CHANGE
------------------------------ ------------------------------- ----------------------------
Average Interest Income/ Average Interest Income/ Due to Due to
Balance Rate Expense Balance Rate Expense Volume Rate Total
------------------------------ ------------------------------- -----------------------------
Loans, net of unearned interest $395,441 9.04% 35,743 326,396 8.87% 28,937 6,124 682 6,806
Investment securities - taxable 68,926 6.86 4,727 66,096 6.61 4,371 187 169 356
Investment securities -
tax exempt 14,933 5.55 829 15,758 5.27 830 (43) 42 (1)
Taxable equivalent adjustment -- 2.86 427 -- 2.72 428 (23) 22 (1)
------------------------------ ------------------------------- ------
Total tax-exempt
investment securities 14,933 8.41 1,256 15,758 7.99 1,258 (66) 64 (2)
------------------------------ ------------------------------- ------
Total investment securities 83,859 7.13 5,983 81,854 6.88 5,629 138 216 354
------------------------------ ------------------------------- ------
Loans held for sale 1,626 5.78 94 2,270 5.64 128 (36) 2 (34)
Federal funds sold 18,114 5.70 1,033 20,151 4.60 927 (94) 200 106
------------------------------ ------------------------------- ------
Total earning assets 499,040 8.59 42,853 430,671 8.27 35,621 5,654 1,578 7,232
------------------------------ ------------------------------- ------
Cash and due from banks 13,747 13,019
Allowance for possible loan
losses (4,190) (3,573)
Bank premises and equipment 15,867 15,274
Other assets 8,408 6,612
--------- --------
Total assets $ 532,872 462,003
========= ========
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WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
IN THOUSANDS, EXCEPT INTEREST RATES
--------------------------------------------------------------------------------------------------
2000 1999 2000/1999 CHANGE
------------------------------ ------------------------------ -------------------------
Average Interest Income/ Average Interest Income/ Due to Due to
Balance Rate Expense Balance Rate Expense Volume Rate Total
------------------------------ ------------------------------ -------------------------
Deposits:
Negotiable order of
withdrawal accounts $ 30,884 1.87% 577 25,287 1.61% 406 90 81 171
Money market demand
accounts 94,759 3.75 3,549 89,737 3.47 3,117 174 258 432
Individual retirement 22,067 5.97 1,318 19,444 5.46 1,061 143 114 257
accounts
Other savings deposits 24,881 4.72 1,175 20,867 4.07 850 163 162 325
Certificates of deposit
$100,000 and over 90,057 6.09 5,483 80,567 5.34 4,301 507 675 1,182
Certificates of deposit
under $100,000 167,885 6.05 10,159 135,085 5.41 7,312 1,774 1,073 2,847
------------------------------ ------------------------------ -------
Total interest-bearing
deposits 430,533 5.17 22,261 370,987 4.60 17,047 2,739 2,475 5,214
Demand 49,300 -- -- 44,246 -- -- --
------------------------------ ------------------------------ -------
Total deposits 479,833 4.64 22,261 415,233 4.11 17,047 2,655 2,559 5,214
------------------------------ ------------------------------ -------
Securities sold under
repurchase agreements 9,304 5.40 502 9,374 4.35 408 (3) 97 94
Federal funds purchased 173 4.62 8 48 4.17 2 5 1 6
Advances from Federal Home
Loan Bank 1,234 7.21 89 -- -- -- 89 -- 89
------------------------------ ------------------------------ -------
Total deposits and
borrowed funds 490,544 4.67 22,860 424,655 4.11 17,457 2,708 2,695 5,403
------------------------------ ------------------------------ -------
Other liabilities 7,965 6,788
Stockholders' equity 34,363 30,560
---------- --------
Total liabilities and
stockholders' equity $ 532,872 462,003
========== ========
Net interest income 19,993 18,164
======= =======
Net yield on earning assets 4.01% 4.22%
====== =====
Net interest spread 3.92% 4.16%
====== =====
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WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
IN THOUSANDS, EXCEPT INTEREST RATES
-----------------------------------------------------------------------------------------------
1999 1998 1999/1998 CHANGE
------------------------------- ------------------------------- -----------------------------
Average Interest Income/ Average Interest Income/ Due to Due to
Balance Rate Expense Balance Rate Expense Volume Rate Total
------------------------------- ------------------------------- -----------------------------
Loans, net of unearned interest $326,396 8.87% 28,937 263,605 9.40% 24,790 5,902 (1,755) 4,147
Investment securities - taxable 66,096 6.61 4,371 52,371 6.64 3,480 911 (20) 891
Investment securities -
tax exempt 15,758 5.27 830 20,356 5.53 1,126 (254) (42) (296)
Taxable equivalent adjustment -- 2.72 428 -- 2.85 580 (131) (21) (152)
------------------------------- ------------------------------- ------
Total tax-exempt
investment securities 15,758 7.99 1,258 20,356 8.38 1,706 (385) (63) (448)
------------------------------- ------------------------------- ------
Total investment securities 81,854 6.88 5,629 72,727 7.13 5,186 651 (208) 443
------------------------------- ------------------------------- ------
Loans held for sale 2,270 5.64 128 3,534 6.20 219 (78) (13) (91)
Federal funds sold 20,151 4.60 927 26,113 5.11 1,335 (305) (103) (408)
------------------------------- ------------------------------- ------
Total earning assets 430,671 8.27 35,621 365,979 8.62 31,530 5,576 (1,485) 4,091
------------------------------- ------------------------------- ------
Cash and due from banks 13,019 11,041
Allowance for possible loan
losses (3,573) (3,170)
Bank premises and equipment 15,274 13,110
Other assets 6,612 4,856
---------- ---------
Total assets $ 462,003 391,816
========== =========
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WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
IN THOUSANDS, EXCEPT INTEREST RATES
---------------------------------------------------------------------------------------------
1999 1998 1999/1998 CHANGE
----------------------------- ----------------------------- ----------------------------
Average Interest Income/ Average Interest Income/ Due to Due to
Balance Rate Expense Balance Rate Expense Volume Rate Total
------- -------- ------- ------- -------- ------- ------ ------ -----
Deposits:
Negotiable order of
withdrawal accounts $ 25,287 1.61% 406 21,821 1.94% 423 67 (84) (17)
Money market demand
accounts 89,737 3.47 3,117 72,828 3.79 2,758 640 (281) 359
Individual retirement
accounts 19,444 5.46 1,061 16,530 5.68 939 165 (43) 122
Other savings deposits 20,867 4.07 850 18,225 4.57 833 121 (104) 17
Certificates of deposit
$100,000 and over 80,567 5.34 4,301 66,993 5.82 3,902 790 (391) 399
Certificates of deposit
under $100,000 135,085 5.41 7,312 117,296 5.76 6,760 1,025 (473) 552
----------------------------- ----------------------------- ------
Total interest-bearing
deposits 370,987 4.60 17,047 313,693 4.98 15,615 2,853 (1,421) 1,432
Demand 44,246 -- -- 36,513 -- -- --
----------------------------- ----------------------------- ------
Total deposits 415,233 4.11 17,047 350,206 4.46 15,615 2,900 (1,468) 1,432
----------------------------- ----------------------------- ------
Securities sold under
repurchase agreements 9,374 4.35 408 8,503 4.54 386 39 (17) 22
Federal funds purchased 48 4.17 2 54 3.70 2 -- -- --
----------------------------- ----------------------------- ------
Total deposits and
borrowed funds 424,655 4.11 17,457 358,763 4.46 16,003 2,939 1,485 1,454
----------------------------- ----------------------------- ------
Other liabilities 6,788 6,118
Stockholders' equity 30,560 26,935
-------- --------
Total liabilities and
stockholders' equity $462,003 391,816
======== ========
Net interest income 18,164 15,527
======= ======
Net yield on earning assets 4.22% 4.24%
==== ====
Net interest spread 4.16% 4.16%
==== ====
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WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
II. Investment Portfolio:
A. Securities at December 31, 2000 consist of the following:
SECURITIES HELD-TO-MATURITY
------------------------------------------------------------------
(In Thousands)
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
------------- ------------- ------------- -------------
Obligations of states and
political subdivisions $ 13,966 132 90 14,008
Mortgage-backed securities 3,083 13 52 3,044
------------- ------------- ------------- -------------
$ 17,049 145 142 17,052
============= ============= ============= =============
SECURITIES AVAILABLE-FOR-SALE
------------------------------------------------------------------
(In Thousands)
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
------------- ------------- ------------- -------------
U.S. Treasury and other
U.S. Government agencies
and corporations $ 72,732 38 1,151 71,619
Obligations of states and
political subdivisions 1,851 16 2 1,865
Mortgage-backed securities 530 5 4 531
------------- ------------- ------------- -------------
$ 75,113 59 1,157 74,015
============= ============= ============= =============
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WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
II. Investment Portfolio, Continued:
A. Continued:
Investment securities at December 31, 1999 consist of the
following:
SECURITIES HELD-TO-MATURITY
------------------------------------------------------------------
(In Thousands)
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
------------- ------------- ------------- -------------
Obligations of states and
political subdivisions $ 13,398 59 298 13,159
Mortgage-backed securities 3,339 14 37 3,316
------------- ------------- ------------- -------------
$ 16,737 73 335 16,475
============= ============= ============= =============
SECURITIES AVAILABLE-FOR-SALE
------------------------------------------------------------------
(In Thousands)
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
------------- ------------- ------------- -------------
U.S. Treasury and other
U.S. Government agencies
and corporations $ 66,859 1 2,882 63,978
Obligations of states and
political subdivisions 2,232 13 8 2,237
Mortgage-backed securities 840 2 14 828
------------- ------------- ------------- -------------
$ 69,931 16 2,904 67,043
============= ============= ============= =============
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WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
II. Investment Portfolio, Continued:
A. Continued:
Investment securities at December 31, 1998 consist of the
following:
SECURITIES HELD-TO-MATURITY
------------------------------------------------------------------
(In Thousands)
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
------------- ------------- ------------- -------------
U.S. Treasury and other
U.S. Government agencies
and corporations $ 1,097 7 -- 1,104
Obligations of states and
political subdivisions 15,202 479 -- 15,681
Mortgage-backed securities 4,109 15 39 4,085
----------- ----------- ----------- -----------
$ 20,408 501 39 20,870
=========== =========== =========== ===========
SECURITIES AVAILABLE-FOR-SALE
------------------------------------------------------------------
(In Thousands)
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
------------- ------------- ------------- -------------
U.S. Treasury and other
U.S. Government agencies
and corporations $ 49,189 283 43 49,429
Obligations of states and
political subdivisions 2,732 91 - 2,823
Mortgage-backed securities 922 7 1 928
----------- ----------- ----------- -----------
$ 52,843 381 44 53,180
=========== =========== =========== ===========
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WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
II. Investment Portfolio, Continued:
B. The following schedule details the estimated maturities and
weighted average yields of investment securities (including
mortgage backed securities) of the Company at December 31,
2000:
Estimated Weighted
Amortized Market Average
Held-To-Maturity Securities Cost Value Yields
------------ ----------- -------------
(In Thousands, Except Yields)
U.S. Treasury and other U.S. Government
agencies and corporations, including
mortgage-backed securities:
Less than one year $ -- -- --%
One to five years 3 3 9.80
Five to ten years 2,432 2,386 7.36
More than ten years 648 655 7.02
------------ ----------- -------------
Total securities of U.S. Treasury
and other U.S. Government
agencies and corporations 3,083 3,044 7.29
------------ ----------- -------------
Obligations of states and political subdivisions*:
Less than one year 1,105 1,106 7.57
One to five years 4,261 4,305 7.82
Five to ten years 4,495 4,535 7.77
More than ten years 4,105 4,062 7.97
------------ ----------- -------------
Total obligations of states and
political subdivisions 13,966 14,008 7.83
------------ ----------- -------------
Total held-to-maturity securities $ 17,049 17,052 7.73%
============ =========== =============
* Weighted average yield is stated on a tax-equivalent basis, assuming a
weighted average Federal income tax rate of 34%.
13
15
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
II. Investment Portfolio, Continued:
B. Continued:
Estimated Weighted
Amortized Market Average
Available-For-Sale Securities Cost Value Yields
------------- -------------- -------------
(In Thousands, Except Yields)
U.S. Treasury and other U. S. Government
agencies and corporations, including
mortgage-backed securities:
Less than one year $ 745 745 6.41%
One to five years 17,494 17,381 6.16
Five to ten years 47,102 46,226 6.65
More than ten years 6,281 6,158 7.17
------------ ----------- -------------
Total securities of U.S. Treasury
and other U.S. Government
agencies and corporations 71,622 70,510 6.57
------------ ----------- -------------
Obligations of states and political
subdivisions*:
Less than one year 206 207 11.33
One to five years 879 880 7.69
Five to ten years 564 578 8.65
More than ten years 202 200 7.49
------------ ----------- -------------
Total obligations of states and
political subdivisions 1,851 1,865 8.37
------------ ----------- -------------
Other:
Bankers Bank stock 88 88 3.01
Federal Home Loan Bank stock 1,552 1,552 8.68
------------ ----------- -------------
Total available-for-sale securities $ 75,113 74,015 6.66%
============ =========== =============
* Weighted average yield is stated on a tax-equivalent basis, assuming a
weighted average Federal income tax rate of 34%.
14
16
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
III. Loan Portfolio:
A. Loan Types
The following schedule details the loans of the Company at
December 31, 2000, 1999, 1998, 1997 and 1996:
In Thousands
-------------------------------------------------------------------------------
2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- -----------
Commercial, financial and
agricultural $ 157,254 121,438 100,217 82,515 57,449
Real estate - construction 31,531 27,184 21,809 18,159 16,828
Real estate - mortgage 195,480 164,852 130,927 103,155 80,955
Installment 48,198 45,710 44,299 38,423 32,558
----------- ----------- ----------- ----------- -----------
Total loans 432,463 359,184 297,252 242,252 187,790
Less unearned interest (174) (579) (1,322) (1,696) (1,696)
----------- ----------- ----------- ----------- -----------
Total loans, net of
unearned interest 432,289 358,605 295,930 240,556 186,094
Less allowance for
possible loan
losses (4,525) (3,847) (3,244) (2,890) (2,452)
----------- ----------- ----------- ----------- -----------
Net loans $ 427,764 354,758 292,686 237,666 183,642
=========== =========== =========== =========== ===========
15
17
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
III. Loan Portfolio, Continued:
B. Maturities and Sensitivities of Loans to Changes in Interest
Rates
The following schedule details maturities and sensitivity to
interest rates changes for commercial loans of the Company at
December 31, 2000:
In Thousands
---------------------------------------------------------------
1 Year to
Less Than Less Than After 5
1 Year 5 Years Years Total
------------- ------------- ------------- -----------
Maturity Distribution:
Commercial, financial
and agricultural $ 81,203 45,661 30,390 157,254
Real estate - construction 31,420 95 16 31,531
----------- ----------- ----------- -----------
$ 112,623 45,756 30,406 188,785
=========== =========== =========== ===========
Interest-Rate Sensitivity:
Fixed interest rates $ 99,029 34,869 11,363 145,261
Floating or adjustable
interest rates 13,594 10,887 19,043 43,524
----------- ----------- ----------- -----------
Total commercial,
financial and
agricultural loans
plus real estate -
construction loans $ 112,623 45,756 30,406 188,785
=========== =========== =========== ===========
*Includes demand loans, bankers acceptances, commercial paper and deposit notes.
16
18
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
III. Loan Portfolio, Continued:
C. Risk Elements
The following schedule details selected information as to
non-performing loans of the Company at December 31, 2000,
1999, 1998, 1997 and 1996:
In Thousands, Except Percentages
-----------------------------------------------------------------------------
2000 1999 1998 1997 1996
------------ ----------- ------- ------- -------
Non-accrual loans:
Commercial, financial and
agricultural $ -- -- -- 1 24
Real estate - construction -- -- -- -- --
Real estate - mortgage -- -- 25 6 59
Installment 100 84 198 153 177
Lease financing receivable -- -- -- -- --
------------ ----------- ------- ------- -------
Total non-accrual $ 100 84 223 160 260
============ =========== ======= ======= =======
Loans 90 days past due:
Commercial, financial and
agricultural $ -- -- -- 30 80
Real estate - construction -- -- -- -- --
Real estate - mortgage 68 197 118 66 344
Installment 222 225 438 1,123 370
Lease financing receivable -- -- -- -- --
------------ ----------- ------- ------- -------
Total loans 90 days
past due $ 290 422 556 1,219 794
============ =========== ======= ======= =======
Renegotiated loans:
Commercial, financial and
agricultural $ -- -- -- -- --
Real estate - construction -- -- -- -- --
Real estate - mortgage -- -- -- -- --
Installment -- -- -- -- --
Lease financing receivable -- -- -- -- --
------------ ----------- ------- ------- -------
Total renegotiated
loans past due $ -- -- -- -- --
============ =========== ======= ======= =======
Loans current - considered
uncollectible $ -- -- -- -- --
============ =========== ======= ======= =======
Total non-performing
loans $ 390 506 779 1,379 1,054
============ =========== ======= ======= =======
Total loans, net of
unearned interest $ 432,289 358,605 295,930 240,556 186,094
============ =========== ======= ======= =======
Percent of total loans
outstanding, net of
unearned interest 0.09% 0.14 0.26 0.57 0.57
============ =========== ======= ======= =======
Other real estate $ 425 221 138 63 --
============ =========== ======= ======= =======
17
19
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
III. Loan Portfolio, Continued:
C. Risk Elements, Continued:
The accrual of interest income is discontinued when it is
determined that collection of interest is less than probable
or the collection of any amount of principal is doubtful. The
decision to place a loan on a non-accrual status is based on
an evaluation of the borrower's financial condition,
collateral liquidation value, economic and business conditions
and other factors that affect the borrower's ability to pay.
At the time a loan is placed on a non-accrual status, the
accrued but unpaid interest is also evaluated as to
collectibility. If collectibility is doubtful, the unpaid
interest is charged off. Thereafter, interest on non-accrual
loans is recognized only as received. Non-accrual loans
totaled $100,000 at December 31, 2000, $84,000 at December 31,
1999, $223,000 at December 31, 1998, $160,000 at December 31,
1997 and $260,000 at December 31, 1996. Gross interest income
on non-accrual loans, that would have been recorded for the
year ended December 31, 2000 if the loans had been current
totaled $17,000 as compared to $8,000 in 1999, $16,000 in
1998, $11,000 in 1997 and $12,000 in 1996. The amount of
interest income recognized on total loans during 2000 totaled
$35,743,000 as compared to $28,937,000 in 1999, $24,790,000 in
1998, $20,466,000 in 1997 and $15,725,000 in 1996.
At December 31, 2000, loans, which include the above, totaling
$1,271,000 were included in the Company's internal classified
loan list. Of these loans $858,000 are real estate and
$413,000 are various other types of loans. The collateral
values securing these loans total approximately $1,554,000,
($1,324,000 related to real property and $230,000 related to
the various other types of loans). Such loans are listed as
classified when information obtained about possible credit
problems of the borrowers has prompted management to question
the ability of the borrower to comply with the repayment terms
of the loan agreement. The loan classifications do not
represent or result from trends or uncertainties which
management expects will materially impact future operating
results, liquidity or capital resources.
At December 31, 2000 there were no loan concentrations that
exceeded ten percent of total loans other than as included in
the preceding table of types of loans. Loan concentrations are
amounts loaned to a multiple number of borrowers engaged in
similar activities which would cause them to be similarly
impacted by economic or other conditions.
At December 31, 2000 and 1999 other real estate totaled
$425,000 and $221,000, respectively.
18
20
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
III. Loan Portfolio, Continued:
C. Risk Elements, Continued:
There were no material amounts of other interest-bearing
assets (interest-bearing deposits with other banks, municipal
bonds, etc.) at December 31, 2000 which would be required to
be disclosed as past due, non-accrual, restructured or
potential problem loans, if such interest-bearing assets were
loans.
19
21
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
IV. Summary of Loan Loss Experience:
The following schedule details selected information related to the
allowance for possible loan loss account of the Company at December 31,
2000, 1999, 1998, 1997 and 1996 and the years then ended.
In Thousands, Except Percentages
------------------------------------------------------------------------------
2000 1999 1998 1997 1996
--------- -------- -------- -------- --------
Allowance for loan losses
at beginning of period $ 3,847 3,244 2,890 2,452 1,944
--------- -------- -------- -------- --------
Less: net of loan
charge-offs:
Charge-offs:
Commercial, financial and
agricultural (6) -- -- -- (1)
Real estate construction -- -- -- -- --
Real estate - mortgage (186) (50) (100) (9) --
Installment (681) (539) (605) (477) (173)
Lease financing -- -- -- -- --
--------- -------- -------- -------- --------
(873) (589) (705) (486) (174)
--------- -------- -------- -------- --------
Recoveries:
Commercial, financial and
agricultural -- -- -- -- --
Real estate construction -- -- -- -- --
Real estate - mortgage -- -- 2 -- --
Installment 134 89 47 96 17
Lease financing -- -- -- -- --
--------- -------- -------- -------- --------
134 89 49 96 17
--------- -------- -------- -------- --------
Net loan charge-offs (739) (500) (656) (390) (157)
--------- -------- -------- -------- --------
Provision for loan losses
charged to expense 1,417 1,103 1,010 828 665
--------- -------- -------- -------- --------
Allowance for loan losses at
end of period $ 4,525 3,847 3,244 2,890 2,452
========= ======== ======== ======== ========
Total loans, net of unearned
interest, at end of year $ 432,289 358,605 295,930 240,556 186,094
========= ======== ======== ======== ========
Average total loans out-
standing, net of unearned
interest, during year $ 395,441 326,396 263,605 215,073 165,807
========= ======== ======== ======== ========
Net charge-offs as a
percentage of average total
loans outstanding, net of
unearned interest, during
year 0.19% 0.15 0.25 0.18 0.09
========= ======== ======== ======== ========
Ending allowance for loan
losses as a percentage of
total loans outstanding net
of unearned interest, at
end of year 1.05% 1.07 1.10 1.20 1.32
========= ======== ======== ======== ========
20
22
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
IV. Summary of Loan Loss Experience, Continued:
The allowance for possible loan losses is an amount that management
believes will be adequate to absorb possible losses on existing loans
that may become uncollectible. The provision for possible loan losses
charged to operating expense is based on past loan loss experience and
other factors which, in management's judgment, deserve current
recognition in estimating possible loan losses. Such other factors
considered by management include growth and composition of the loan
portfolio, review of specific loan problems, the relationship of the
allowance for possible loan losses to outstanding loans, adverse
situations that may affect the borrower's ability to repay, the
estimated value of any underlying collateral and current economic
conditions that may affect the borrower's ability to pay.
Management conducts a continuous review of all loans that are
delinquent, previously charged down or loans which are determined to be
potentially uncollectible. Loan classifications are reviewed
periodically by a person independent of the lending function. The Board
of Directors periodically reviews the adequacy of the allowance for
possible loan losses.
The following detail provides a breakdown of the allocation of the
allowance for possible loan losses:
December 31, 2000 December 31, 1999
------------------------------- --------------------------------
Percent of Percent of
Loans In Loans In
In Each Category In Each Category
Thousands To Total Loans Thousands To Total Loans
------------ --------------- ------------ ----------------
Commercial, financial
and agricultural $ 480 36.4% $ 463 33.8%
Real estate construction 535 7.3 232 7.6
Real estate mortgage 2,981 45.2 2,171 45.9
Installment 529 11.1 981 12.7
--------- ----------- --------- ----------
$ 4,525 100.0% $ 3,847 100.0%
========= =========== ========= ==========
December 31, 1998 December 31, 1997
------------------------------- --------------------------------
Percent of Percent of
Loans In Loans In
In Each Category In Each Category
Thousands To Total Loans Thousands To Total Loans
------------ --------------- ------------ ----------------
Commercial, financial
and agricultural $ 396 33.7% $ 483 34.1%
Real estate construction 184 7.3 249 7.5
Real estate mortgage 1,785 44.1 1,552 42.6
Installment 879 14.9 606 15.8
--------- ----------- --------- -----------
$ 3,244 100.0% $ 2,890 100.0%
========= =========== ========= ==========
December 31, 1996
------------------------------
Percent of
Loans In
In Each Category
Thousands To Total Loans
---------- --------------
Commercial, financial
and agricultural $ 357 30.6%
Real estate construction 217 9.0
Real estate mortgage 1,348 43.1
Installment 530 17.3
--------- -----------
$ 2,452 100.0%
========= ===========
21
23
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
V. Deposits:
The average amounts and average interest rates for deposits for 2000,
1999 and 1998 are detailed in the following schedule:
2000 1999 1998
----------------------- ------------------------- -----------------------
Average Average Average
Balance Balance Balance
In Average In Average In Average
Thousands Rate Thousands Rate Thousands Rate
--------- -------- --------- ------- --------- --------
Non-interest bearing
deposits $ 49,300 --% 44,246 -- 36,513 --%
Negotiable order of
withdrawal accounts 30,884 1.87% 25,287 1.61% 21,821 1.94%
Money market
demand accounts 94,759 3.75% 89,737 3.47% 72,828 3.79%
Individual retirement
accounts 22,067 5.97% 19,444 5.46% 16,530 5.68%
Other savings 24,881 4.72% 20,867 4.07% 18,225 4.57%
Certificates of deposit
$100,000 and over 90,057 6.09% 80,567 5.34% 66,993 5.82%
Certificates of deposit
under $100,000 167,885 6.05% 135,085 5.41% 117,296 5.76%
-------- ----- -------- ----- -------- -----
$479,833 4.64% 415,233 4.11% 350,206 4.46%
======== ===== ======== ===== ======== =====
The following schedule details the maturities of certificates of
deposit and individual retirement accounts of $100,000 and over at
December 31, 2000:
In Thousands
----------------------------------------------------
Certificates Individual
of Retirement
Deposit Accounts Total
--------------- --------------- -------------
Less than three months $ 33,636 136 33,772
Three to six months 27,636 88 27,724
Six to twelve months 36,109 805 36,914
More than twelve months 9,809 3,612 13,421
----------- ------------- -----------
$ 107,190 4,641 111,831
=========== ============= ===========
22
24
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
VI. Return on Equity and Assets:
The following schedule details selected key ratios of the Company at
December 31, 2000, 1999, and 1998:
2000 1999 1998
--------- --------- ----------
Return on assets (1) 1.14% 1.12% 1.18%
(Net income divided by average total assets)
Return on equity 16.39% 16.04% 16.72%
(Net income divided by average equity)
Dividend payout ratio 28.27% 29.76% 27.00%
(Dividends declared per share divided by
net income per share) (2)
Equity to asset ratio 6.45% 6.61% 6.87%
(Average equity divided by average total assets)
Leverage capital ratio 7.32% 7.76% 7.78%
(Equity divided by fourth quarter
average total assets, excluding the net
unrealized loss on available-for-sale
securities and including minority interest)
The minimum leverage capital ratio required by the regulatory agencies
is 4%.
Beginning January 1, 1991, new risk-based capital guidelines were
adopted by regulatory agencies. Under these guidelines, a credit risk
is assigned to various categories of assets and commitments ranging
from 0% to 100% based on the risk associated with the asset.
(1) Includes minority interest earnings of consolidated
subsidiaries.
(2) Per share data has been retroactively adjusted to reflect a 4
for 3 stock split which occurred effective September 30, 1999.
23
25
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
VI. Return on Equity and Assets, Continued:
The following schedule details the Company's risk-based capital at
December 31, 2000 excluding the net unrealized loss on
available-for-sale securities which is shown as a deduction in
stockholders' equity in the consolidated financial statements:
In Thousands
-------------
Tier I capital:
Stockholders' equity, excluding the net unrealized
loss on available-for-sale securities $ 39,346
Add: Minority interest (limited to 25% of Tier I
capital) 4,221
-------------
Total Tier I capital 43,567
Total capital:
Allowable allowance for possible loan losses (limited to
1.25% of risk-weighted assets) 4,525
-------------
Total capital $ 48,092
=============
Risk-weighted assets $ 415,530
=============
Risk-based capital ratios:
Tier I capital ratio 10.48%
=============
Total risk-based capital ratio 11.57%
=============
24
26
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2000
VI. Return on Equity and Assets, Continued:
The Company is required to maintain a Total capital to risk-weighted
asset ratio of 8% and a Tier I capital to risk-weighted asset ratio of
4%. At December 31, 2000, the Company and its subsidiary banks were in
compliance with these requirements.
The following schedule details the Company's interest rate sensitivity
at December 31, 2000:
Repricing Within
------------------------------------------------------------------------------------------------
(In Thousands) Total 0-30 Days 31-90 Days 91-180 Days 181-365 Days Over 1 Year
--------- --------- ---------- ----------- ------------ -----------
Earning assets:
Loans, net of
unearned interest $ 432,289 60,547 30,870 42,470 68,992 229,410
Securities 91,064 1,905 -- 748 1,347 87,064
Loans held for sale 1,295 1,295 -- -- -- --
Federal funds sold 34,665 34,665 -- -- -- --
--------- -------- -------- -------- -------- -------
Total earning
assets 559,313 98,412 30,870 43,218 70,339 316,474
--------- -------- -------- -------- -------- -------
Interest-bearing
liabilities:
Negotiable order
of withdrawal
accounts 37,894 37,894 -- -- -- --
Money market demand
accounts 106,495 106,495 -- -- -- --
Individual retirement
accounts 23,596 5,435 1,644 1,473 5,293 9,751
Other savings 27,787 27,787 -- -- -- --
Certificates of deposit,
$100,000 and over 107,190 4,503 28,933 27,836 36,109 9,809
Certificates of
deposit,
under $100,000 187,445 2,429 29,120 44,967 85,587 25,342
Securities sold
under repurchase
agreements 9,710 9,710 -- -- -- --
Advances from Federal
Home Loan Bank 1,857 -- -- -- -- 1,857
--------- -------- -------- -------- -------- -------
501,974 194,253 59,697 74,276 126,989 46,759
--------- -------- -------- -------- -------- -------
Interest-sensitivity gap $ 57,339 (95,841) (28,827) (31,058) (56,650) 269,715
========= ======== ======== ======== ======== =======
Cumulative gap (95,841) (124,668) (155,726) (212,376) 57,339
======== ======== ======== ======== =======
Interest-sensitivity
gap as % of total assets (15.91) (4.79) (5.16) (9.41) 44.79
======== ======== ======== ======== =======
Cumulative gap as %
of total assets (15.91) (20.70) (25.86) (35.27) 9.52
======== ======== ======== ======== =======
The Company presently maintains a liability sensitive position over the
next twelve months. However, management expects that liabilities of a
demand nature will renew and that it will not be necessary to replace
them with significantly higher cost funds.
25
27
ITEM 2. DESCRIPTION OF PROPERTY
The Company's main office is owned by the Company and consists of approximately
four acres at 623 West Main Street, Lebanon, Tennessee. The building is a two
story, brick building, with approximately 35,000 square feet. The lot has
approximately 350 feet of road frontage on West Main Street. In addition
thereto, the Bank has nine branch locations located at the following locations:
1444 Baddour Parkway, Lebanon, Tennessee; 200 Tennessee Boulevard, Lebanon,
Tennessee; 8875 Stewart's Ferry Pike, Gladeville, Tennessee; Public Square,
Watertown, Tennessee; 1476 North Mt. Juliet Road, Mt. Juliet, Tennessee; 1130
Castle Heights Avenue North, Lebanon, Tennessee; 127 McMurry Blvd., Hartsville,
Tennessee; the Wal-Mart Supercenter, Lebanon, Tennessee; and 4736 Andrew Jackson
Parkway in Hermitage, Tennessee.
The Mt. Juliet office contains approximately 16,000 square feet of space; the
new Castle Heights Office contains 2,400 square feet of space and the new
Hartsville Office contains 8,000 square feet of space. The Hermitage branch
opened in the fall of 1999 and contains 8,000 square feet of space. The
Gladeville branch expanded its office building with new office space opening
December 6, 1998. The Gladeville branch now contains approximately 3,400 square
feet of space. The Lebanon facility at Tennessee Boulevard was expanded in 1997
to 2,200 square feet of space. Each of the branch facilities of the Bank not
otherwise described above contains approximately 1,000 square feet of space. The
Bank owns all of its branch facilities except for the Lebanon facility at
Tennessee Boulevard and its space in the Wal-Mart Supercenter, which are leased.
The Bank also leases space at nine locations within Wilson County where it
maintains and operates automatic teller machines.
DCB has a Bank facility at 576 West Broad Street in Smithville, Tennessee
containing approximately 6,800 square feet of space and a Bank facility at 306
Brush Creek Road in Alexandria, Tennessee which occupies approximately 2,400
square feet of space. DCB owns both facilities. This serves as the main office
for DCB. CBSC replaced its one and only banking facility with a new office
building it owns at 1300 Main Street North, Carthage, Tennessee. CBSC's new
facility contains approximately 8,000 square feet of space.
ITEM 3. LEGAL PROCEEDINGS
There were no material legal proceedings pending at December 31, 2000, against
the Company, the Bank, DCB or CBSC.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders in the fourth quarter of
2000.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Information required by this item is contained under the heading "Wilson Bank
Holding Company Common Stock Market Information" on page 62 of the Company's
2000 Annual Report and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Information required by this item is contained under the heading "Wilson Bank
Holding Company Financial Highlights (Unaudited)" on page 11 of the Company's
2000 Annual Report and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Information required by this item is contained under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations" as set
forth on pages 12 through 22 of the Company's 2000 Annual Report and is
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary component of market risk is interest rate volatility.
Fluctuations in interest rates will ultimately impact both the level of income
and expense recorded on a large portion of the Company's assets and liabilities,
and the market value of all interest-earning assets and interest-bearing
liabilities, other than those which possess a short term to maturity. Based upon
the nature of the Company's operations, the Company is not subject to foreign
currency exchange or commodity price risk.
Interest rate risk (sensitivity) management focuses on the earnings risk
associated with changing interest rates. Management seeks to maintain
profitability in both immediate and long term earnings through funds
management/interest rate risk management. The
26
28
Company's rate sensitivity position has an important impact on earnings. Members
of senior management of the Company meet monthly to analyze the rate sensitivity
position. These meetings focus on the spread between the cost of funds and
interest yields generated primarily through loans and investments.
The following table provides information about the Company's financial
instruments that are sensitive to changes in interest rates as of December 31,
2000.
(DOLLARS IN THOUSANDS)
EXPECTED MATURITY DATE - YEAR ENDING DECEMBER 31,
---------------------------------------------------------
FAIR
2001 2002 2003 2004 2005 THEREAFTER TOTAL VALUE
--------- -------- -------- -------- -------- ---------- --------- ---------
EARNING ASSETS:
Loans, net of unearned
interest:
Variable rate $ 17,253 3,838 4,732 4,989 5,696 144,224 180,732 180,732
Average interest rate 10.30% 9.99% 9.98% 9.97% 10.01% 8.78% 9.03%
Fixed rate 108,876 23,407 24,383 25,180 26,502 43,209 251,557 247,900
Average interest rate 8.81% 8.59% 9.31% 8.28% 7.94% 7.79% 8.52%
Securities 2,518 3,965 2,757 7,357 9,295 65,172 91,064 91,067
Average interest rate 5.74% 6.24% 7.30% 6.63% 6.56% 6.60% 6.70%
Loans held for sale 1,295 -- -- -- -- -- 1,295 1,295
Average interest rate 5.78% -- -- -- -- -- 5.78%
Federal funds sold 34,665 -- -- -- -- -- 34,665 34,665
Average interest rate 5.70% -- -- -- -- -- 5.70%
Interest-bearing deposits 431,324 39,427 17,291 1,395 970 -- 490,407 492,369
Average interest rate 5.32% 6.59% 6.69% 6.68% 7.14% -- 5.46%
Short-term borrowings 9,710 -- -- -- -- -- 9,710 9,710
Average interest rate 5.40% -- -- -- -- -- 5.40%
Advances from Federal
Home Loan Bank -- -- -- -- -- 1,857 1,857 1,895
Average interest rate -- -- -- -- -- 7.21% 7.21%
ITEM 8. FINANCIAL STATEMENTS
The consolidated financial statements and the independent auditors report of
Maggart & Associates, P.C. required by this item are contained in pages 23
through 61 and on page 23, respectively, of the Company's 2000 Annual Report and
are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item with respect to directors is incorporated
by reference herein by reference to "Election of Directors" in the Company's
Proxy Statement. The information required by this item with respect to executive
officers is set forth below:
James Randall Clemons (48) - Mr. Clemons is President and Chief
Executive Officer of the Company and the Bank. Mr. Clemons also serves
on the Board of Directors of the Company and the Bank. He has held such
positions with the Company since its formation in March 1992 and has
held his Bank positions since the Bank commenced operations in May
1987. Prior to that time, Mr. Clemons served as Senior Vice President
and Cashier for Peoples Bank, Lebanon, Tennessee.
Becky Taylor (56) - Ms. Taylor is the principal accounting officer of
the Company and a Senior Vice-President and Cashier of the Bank. She
has served as Vice President and Cashier of the Bank since May 1987 and
as the principal accounting officer of the Company since its formation
in March 1992. She has held her positions with the Bank since it
commenced operations. From 1963 to 1987, Ms. Taylor was employed by
Lebanon Bank, Lebanon, Tennessee, where her duties included Data
Processing Coordinator, Auditor, Security Officer and Compliance
Officer. Ms. Taylor held the title of Vice President and Cashier of
Lebanon Bank.
Elmer Richerson (48) - Mr. Richerson joined the Bank in February 1989.
Prior to such time, Mr. Richerson was the manager of the Lebanon branch
of Heritage Federal Savings and Loan Association from March 1988 to
February 1989. From September 1986 until March 1988, Mr. Richerson was
a liquidation assistant for the Federal Deposit Insurance Corporation.
Mr. Richerson serves as an Executive Vice President and Senior Loan
Officer of the Bank and oversees the branch administration for the
Bank. Mr. Richerson also serves on the Board of Directors of the Bank
and in 1998 was appointed to serve on the Board of Directors of the
Company as well.
Larry Squires (49) - Mr. Squires joined the Bank in 1989 and is
currently Senior Vice President and Investment Officer. Prior to that
time Mr. Squires was Vice President of Liberty State Bank in Lebanon.
His principal duty is overseeing the Bank's investment and brokerage
center.
Gary Whitaker (43) - Mr. Whitaker joined the Bank in May 1996. Prior to
that time Mr. Whitaker was employed with NationsBank of Tennessee, N.A.
in Nashville (and its predecessors) from 1979. He has held positions in
collections, as branch manager, in construction lending, retail
marketing, automobile lending, loan administration, operations analyst,
as Vice President and most recently Senior Vice President. His
principal duties include overseeing the Bank's lending function and
loan operations.
David Boudreaux (37) - Mr. Boudreaux joined the Bank in June of 1996
and is currently Senior Vice President. Mr. Boudreaux is the manager of
the Mt. Juliet Office and is responsible for the operation of two other
branch locations. Prior to
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that time, Mr. Boudreaux was Vice President and Commercial Loan Officer
with Hibernia National Bank in Houma, Thibodaux, LA.
Mike Baker (39) - Mr. Baker is Senior Vice President in charge of the
Main Office of the Bank. Mr. Baker joined the Bank in November of 1991.
Prior to that time he was Asst. Vice President and Loan Officer at Sun
Trust, Lebanon, Tennessee.
Lisa Sorrell (36) - Ms. Sorrell is Senior Vice President and the Chief
Financial Officer of the Bank. Ms. Sorrell has held several positions
including Asst. Cashier, Asst. Vice President and Vice President since
the Bank's formation in May of 1987. Prior to 1987 Ms. Sorrell was
employed by People's Bank, Lebanon, TN 37087.
All officers serve at the pleasure of the Board of Directors. No officers are
involved in any legal proceedings which are material to an evaluation of their
ability and integrity.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item is contained under the caption "Executive
Compensation" in the Company's Proxy Statement and is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this item is contained under the caption "Stock
Ownership" in the Company's Proxy Statement and is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this item is contained under the caption "Certain
Relationships and Related Transactions" in the Company's Proxy Statement and is
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K
(a)(1) Financial Statements. See Item 8.
(a)(2) Financial Statement Schedules. Inapplicable.
(a)(3) Exhibits. See Index to Exhibits.
(b) Reports on Form 8-K
None.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WILSON BANK HOLDING COMPANY
By: /s/ J. Randall Clemons
---------------------------------------
J. Randall Clemons
President and Chief Executive Officer
Date: March 29, 2001
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature Title Date
- --------------------------------------------- ----------------------------------- --------------
/s/ J. Randall Clemons President, Chief Executive March 29, 2001
- --------------------------------------------- Officer and Director
J. Randall Clemons
/s/ Becky Taylor Principal Accounting Officer March 29, 2001
- --------------------------------------------- and Chief Financial Officer
Becky Taylor
/s/ Elmer Richerson Executive Vice President & Director March 29, 2001
- ---------------------------------------------
Elmer Richerson
/s/ Charles Bell Director March 29, 2001
- ----------------------------------------------
Charles Bell
/s/ Jack W. Bell Director March 29, 2001
- ----------------------------------------------
Jack W. Bell
/s/ Mackey Bentley Director March 29, 2001
- ----------------------------------------------
Mackey Bentley
/s/ James F. Comer Director March 29, 2001
- ----------------------------------------------
James F. Comer
/s/ Jerry L. Franklin Director March 29, 2001
- ----------------------------------------------
Jerry L. Franklin
/s/ John B. Freeman Director March 29, 2001
- ----------------------------------------------
John B. Freeman
29
31
/s/ Marshall Griffith Director March 29, 2001
- ----------------------------------------------
Marshall Griffith
/s/ Harold B. Patton Director March 29, 2001
- ----------------------------------------------
Harold R. Patton
/s/ James Anthony Patton Director March 29, 2001
- ----------------------------------------------
James Anthony Patton
/s/ John R. Trice Director March 29, 2001
- ----------------------------------------------
John R. Trice
/s/ Robert T. VanHooser, Jr. Director March 29, 2001
- ----------------------------------------------
Robert T. VanHooser, Jr.
30
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INDEX TO EXHIBITS
3.1 Charter (previously filed as Exhibit 3(a) to the Company's Registration
Statement on Form S-4 dated March 18, 1992 (Registration No. 33-46469)
and incorporated herein by reference).
3.2 Bylaws (previously filed as Exhibit 3(a) to the Company's Registration
Statement on Form S-4 dated March 18, 1992 (Registration No. 33-46469)
and incorporated herein by reference).
10.1 Wilson Bank Holding Company 1999 Stock Option Plan (incorporated herein
by reference to the Registrant's definitive Proxy Statement for the
Annual Meeting of Stockholders held April 13, 1999.
10.2 Executive Salary Continuation Agreement by and between the Company and
J. Randall Clemons dated as of March 30, 1995.*
10.3 Executive Salary Continuation Agreement by and between the Company and
Elmer Richerson dated as of March 30, 1995.*
10.4 Executive Salary Continuation Agreement by and between the Company and
Gary D. Whitaker dated as of March 1, 1998.*
13.1 Selected Portions of the Wilson Bank Holding Company Annual Report to
Shareholders for the year ended December 31, 2000 incorporated by
reference into items 5, 6, 7 and 8.
21.1 Subsidiaries of the Company.
23 Consent of Independent Auditors
- ----------
* Management compensatory plan or contract
31