SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2003
Commission file number 0-10402
WILSON BANK HOLDING COMPANY
| Tennessee | 62-1497076 | |
| (State or other jurisdiction | (I.R.S. Employer Identification Number) | |
| of incorporation or organization) |
| 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. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
The aggregate market value of the voting stock held by non-affiliates of the registrant on June 30, 2003, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $86,828,892.00. For purposes of this calculation, “affiliates” are considered to be the directors of the registrant. The market value calculation was determined using $46.50 per share.
Shares of common stock, $2.00 par value per share, outstanding on March 9, 2004 were 4,373,029.
DOCUMENTS INCORPORATED BY REFERENCE
| Part of Form 10-K |
Documents from which portions are incorporated by reference |
|
Part II
|
Portions of the Registrant’s Annual Report to Shareholders for the fiscal year ended December 31, 2003 are incorporated by reference into Items 5, 6, 7, 7A 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 13, 2004 are incorporated by reference into Items 10, 11, 12, 13 and 14. |
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, and two fifty-percent owned subsidiaries, DeKalb Community Bank (“DCB”) and Community Bank of Smith County (“CBSC”). The Bank, on December 31, 2003, 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. On January 4, 2004, the Bank opened its Leeville-109 branch. On February 2, 2004, the Bank opened a loan production office in Murfreesboro which was converted to a full service banking office on March 1, 2004. The Company anticipates that it will be opening a branch location in the Mt. Juliet area in the second quarter of 2004. The Bank’s wholly-owned subsidiary, Hometown Finance, Inc., was dissolved in 2001 and its assets and liabilities were distributed to the Bank. 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 and one office located in Gordonsville, Smith County, Tennessee. DCB began operations in April 1996 and CBSC began operations in December 1996. As of December 31, 2003, revenues and expenses of DCB and CBSC, have not had a material effect on the earnings 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; 440 Highway 109 North, Lebanon, Tennessee; 4736 Andrew Jackson Parkway in Hermitage, Tennessee; and 151 Heritage Park Drive, Suite 102, in Murfreesboro, 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, 2003, the Company reported net earnings of approximately $9.4 million and had total assets of approximately $852.6 million.
DCB 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. DCB, the only locally-owned bank in DeKalb County, 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.
CBSC 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 operates two full-service branches, one in Gordonsville and one in Carthage. 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 serving its residents. 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
1
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 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, 2003 filed as Exhibit 13 to this Form 10-K (the “2003 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 of 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 (the “GLB Act”). 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 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 three 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.
2
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 and two locally-owned banks which were organized in 2001.
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, 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 9, 2004, the Company and its subsidiaries collectively employed 257 full-time equivalent employees and 42 part-time employees. Additional personnel will be hired as needed to meet future growth.
3
Available Information
The Company’s Internet website is http://www.wilsonbank.com. Please note that our website address is provided as an inactive textual reference only. The Company makes available free of charge on its website the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after it electronically files or furnishes such materials to the Securities and Exchange Commission (the “SEC”). The information provided on our website is not part of this report, and is therefore not incorporated by reference herein unless such information is otherwise specifically referenced elsewhere in this report.
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 2003 Annual Report. Certain information not contained in the Company’s 2003 Annual Report, but required by Guide 3, is contained in the tables immediately following:
[REMINDER OF PAGE INTENTIONALLY LEFT BLANK]
4
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| 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 $548,000, $506,000 and $586,000 for 2003, 2002 and 2001, respectively, are included in loan income and represent an adjustment of the yield on these loans. | ||||
5
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| In Thousands, Except Interest Rates |
||||||||||||||||||||||||||||||||||||
| 2003 |
2002 |
2003/2002 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 |
$ | 568,227 | 6.81 | % | 38,687 | 521,799 | 7.50 | % | 39,120 | 3,482 | (3,915 | ) | (433 | ) | ||||||||||||||||||||||
Investment
securities - taxable |
110,951 | 3.38 | 3,755 | 93,760 | 4.68 | 4,390 | 805 | (1,440 | ) | (635 | ) | |||||||||||||||||||||||||
Investment securities -
tax exempt |
14,384 | 5.08 | 731 | 15,175 | 5.26 | 798 | (42 | ) | (25 | ) | (67 | ) | ||||||||||||||||||||||||
Taxable equivalent adjustment |
— | 2.62 | 377 | — | 2.70 | 411 | (21 | ) | (13 | ) | (34 | ) | ||||||||||||||||||||||||
Total tax-exempt
investment securities |
14,384 | 7.70 | 1,108 | 15,175 | 7.97 | 1,209 | (63 | ) | (38 | ) | (101 | ) | ||||||||||||||||||||||||
Total investment securities |
125,335 | 3.88 | 4,863 | 108,935 | 5.14 | 5,599 | 843 | (1,579 | ) | (736 | ) | |||||||||||||||||||||||||
Loans held for sale |
6,643 | 5.39 | 358 | 3,860 | 5.10 | 197 | 142 | 19 | 161 | |||||||||||||||||||||||||||
Federal funds sold |
56,226 | 1.04 | 584 | 36,557 | 1.60 | 585 | 315 | (316 | ) | (1 | ) | |||||||||||||||||||||||||
Total earning assets |
756,431 | 5.88 | 44,492 | 671,151 | 6.78 | 45,501 | 5,782 | (6,791 | ) | (1,009 | ) | |||||||||||||||||||||||||
Cash and due from banks |
17,559 | 15,472 | ||||||||||||||||||||||||||||||||||
Allowance for possible loan
losses |
(7,637 | ) | (6,225 | ) | ||||||||||||||||||||||||||||||||
Bank premises and equipment |
16,506 | 15,265 | ||||||||||||||||||||||||||||||||||
Other assets |
9,201 | 9,057 | ||||||||||||||||||||||||||||||||||
Total assets |
$ | 792,060 | 704,720 | |||||||||||||||||||||||||||||||||
6
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| In Thousands, Except Interest Rates |
||||||||||||||||||||||||||||||||||||
| 2003 |
2002 |
2003/2002 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 |
$ | 52,770 | .44 | % | 234 | 44,828 | .84 | % | 378 | 67 | (211 | ) | (144 | ) | ||||||||||||||||||||||
Money market demand
accounts |
183,633 | 1.24 | 2,275 | 144,484 | 2.03 | 2,928 | 795 | (1,448 | ) | (653 | ) | |||||||||||||||||||||||||
Individual retirement accounts |
35,466 | 3.50 | 1,243 | 30,342 | 4.63 | 1,406 | 237 | (400 | ) | (163 | ) | |||||||||||||||||||||||||
Other savings deposits |
36,582 | 1.76 | 645 | 36,905 | 2.58 | 951 | (8 | ) | (298 | ) | (306 | ) | ||||||||||||||||||||||||
Certificates of deposit
$100,000 and over |
129,955 | 3.15 | 4,098 | 125,224 | 3.85 | 4,817 | 182 | (901 | ) | (719 | ) | |||||||||||||||||||||||||
Certificates of deposit
under $100,000 |
202,561 | 3.19 | 6,458 | 189,966 | 3.89 | 7,398 | 490 | (1,430 | ) | (940 | ) | |||||||||||||||||||||||||
Total interest-bearing
deposits |
640,967 | 2.33 | 14,953 | 571,749 | 3.13 | 17,878 | 2,166 | (5,091 | ) | (2,925 | ) | |||||||||||||||||||||||||
Demand |
70,160 | — | — | 59,471 | — | — | — | — | — | |||||||||||||||||||||||||||
Total deposits |
711,127 | 2.10 | 14,953 | 631,220 | 2.83 | 17,878 | 2,261 | (5,186 | ) | (2,925 | ) | |||||||||||||||||||||||||
Securities sold under
repurchase agreements |
10,591 | 1.92 | 203 | 11,929 | 2.09 | 249 | (28 | ) | (18 | ) | (46 | ) | ||||||||||||||||||||||||
Federal funds purchased |
104 | 1.92 | 2 | 279 | 2.15 | 6 | (4 | ) | — | (4 | ) | |||||||||||||||||||||||||
Advances from Federal Home
Loan Bank |
827 | 7.13 | 59 | 1,143 | 7.17 | 82 | (23 | ) | — | (23 | ) | |||||||||||||||||||||||||
Total deposits and
borrowed funds |
722,649 | 2.11 | 15,217 | 644,571 | 2.83 | 18,215 | 2,210 | (5,208 | ) | (2,998 | ) | |||||||||||||||||||||||||
Other liabilities |
10,425 | 9,926 | ||||||||||||||||||||||||||||||||||
Stockholders’ equity |
58,986 | 50,223 | ||||||||||||||||||||||||||||||||||
Total liabilities and
stockholders’ equity |
$ | 792,060 | 704,720 | |||||||||||||||||||||||||||||||||
Net interest income |
29,275 | 27,286 | ||||||||||||||||||||||||||||||||||
Net yield on earning assets |
3.87 | % | 4.07 | % | ||||||||||||||||||||||||||||||||
Net interest spread |
3.77 | % | 3.95 | % | ||||||||||||||||||||||||||||||||
7
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| In Thousands, Except Interest Rates |
||||||||||||||||||||||||||||||||||||
| 2002 |
2001 |
2002/2001 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 |
$ | 521,799 | 7.50 | % | 39,120 | 460,556 | 8.74 | % | 40,262 | 5,353 | (6,495 | ) | (1,142 | ) | ||||||||||||||||||||||
Investment
securities - taxable |
93,760 | 4.68 | 4,390 | 84,579 | 6.07 | 5,136 | 557 | (1,303 | ) | (746 | ) | |||||||||||||||||||||||||
Investment securities -
tax exempt |
15,175 | 5.26 | 798 | 15,655 | 5.43 | 850 | (26 | ) | (26 | ) | (52 | ) | ||||||||||||||||||||||||
Taxable equivalent adjustment |
— | 2.70 | 411 | — | 2.80 | 438 | (13 | ) | (14 | ) | (27 | ) | ||||||||||||||||||||||||
Total tax-exempt
investment securities |
15,175 | 7.97 | 1,209 | 15,655 | 8.23 | 1,288 | (39 | ) | (40 | ) | (79 | ) | ||||||||||||||||||||||||
Total investment securities |
108,935 | 5.14 | 5,599 | 100,234 | 6.41 | 6,424 | 558 | (1,383 | ) | (825 | ) | |||||||||||||||||||||||||
Loans held for sale |
3,860 | 5.10 | 197 | 3,907 | 4.66 | 182 | (2 | ) | 17 | 15 | ||||||||||||||||||||||||||
Federal funds sold |
36,557 | 1.60 | 585 | 37,317 | 3.89 | 1,453 | (30 | ) | (838 | ) | (868 | ) | ||||||||||||||||||||||||
Total earning assets |
671,151 | 6.78 | 45,501 | 602,014 | 8.03 | 48,321 | 5,552 | (8,372 | ) | (2,820 | ) | |||||||||||||||||||||||||
Cash and due from banks |
15,472 | 15,149 | ||||||||||||||||||||||||||||||||||
Allowance for possible loan
losses |
(6,225 | ) | (4,879 | ) | ||||||||||||||||||||||||||||||||
Bank premises and equipment |
15,265 | 15,103 | ||||||||||||||||||||||||||||||||||
Other assets |
9,057 | 8,408 | ||||||||||||||||||||||||||||||||||
Total assets |
$ | 704,720 | 635,795 | |||||||||||||||||||||||||||||||||
8
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| In Thousands, Except Interest Rates |
||||||||||||||||||||||||||||||||||||
| 2002 |
2001 |
2002/2001 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 |
$ | 44,828 | .84 | % | 378 | 36,454 | 1.41 | % | 515 | 118 | (255 | ) | (137 | ) | ||||||||||||||||||||||
Money market demand
accounts |
144,484 | 2.03 | 2,928 | 110,253 | 3.18 | 3,506 | 1,089 | (1,667 | ) | (578 | ) | |||||||||||||||||||||||||
Individual retirement accounts |
30,342 | 4.63 | 1,406 | 26,697 | 5.93 | 1,583 | 116 | (293 | ) | (177 | ) | |||||||||||||||||||||||||
Other savings deposits |
36,905 | 2.58 | 951 | 28,640 | 3.85 | 1,104 | 318 | (471 | ) | (153 | ) | |||||||||||||||||||||||||
Certificates of deposit
$100,000 and over |
125,224 | 3.85 | 4,817 | 119,677 | 5.77 | 6,906 | 320 | (2,409 | ) | (2,089 | ) | |||||||||||||||||||||||||
Certificates of deposit
under $100,000 |
189,966 | 3.89 | 7,398 | 195,017 | 5.90 | 11,511 | 298 | (4,411 | ) | (4,113 | ) | |||||||||||||||||||||||||
Total interest-bearing
deposits |
571,749 | 3.13 | 17,878 | 516,738 | 4.86 | 25,125 | 2,674 | (9,921 | ) | (7,247 | ) | |||||||||||||||||||||||||
Demand |
59,471 | — | — | 53,764 | — | — | — | — | — | |||||||||||||||||||||||||||
Total deposits |
631,220 | 2.83 | 17,878 | 570,502 | 4.40 | 25,125 | 2,672 | (9,919 | ) | (7,247 | ) | |||||||||||||||||||||||||
Securities sold under
repurchase agreements |
11,929 | 2.09 | 249 | 11,541 | 3.40 | 392 | 13 | (156 | ) | (143 | ) | |||||||||||||||||||||||||
Federal funds purchased |
279 | 2.15 | 6 | 164 | 2.44 | 4 | 3 | (1 | ) | 2 | ||||||||||||||||||||||||||
Advances from Federal Home
Loan Bank |
1,143 | 7.17 | 82 | 1,559 | 7.18 | 112 | 30 | (60 | ) | (30 | ) | |||||||||||||||||||||||||
Total deposits and
borrowed funds |
644,571 | 2.83 | 18,215 | 583,766 | 4.39 | 25,633 | 2,669 | (10,087 | ) | (7,418 | ) | |||||||||||||||||||||||||
Other liabilities |
9,926 | 9,676 | ||||||||||||||||||||||||||||||||||
Stockholders’ equity |
50,223 | 42,353 | ||||||||||||||||||||||||||||||||||
Total liabilities and
stockholders’ equity |
$ | 704,720 | 635,795 | |||||||||||||||||||||||||||||||||
Net interest income |
27,286 | 22,688 | ||||||||||||||||||||||||||||||||||
Net yield on earning assets |
4.07 | % | 3.77 | % | ||||||||||||||||||||||||||||||||
Net interest spread |
3.95 | % | 3.64 | % | ||||||||||||||||||||||||||||||||
9
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| II. | Investment Portfolio, Continued: |
| A. | Investment securities at December 31, 2003 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 |
$ | 15,851 | 709 | 26 | 16,534 | |||||||||||
Mortgage-backed securities |
792 | 1 | 1 | 792 | ||||||||||||
| $ | 16,643 | 710 | 27 | 17,326 | ||||||||||||
| 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 |
$ | 124,605 | 621 | 886 | 124,340 | |||||||||||
Obligations of states and
political subdivisions |
1,380 | 81 | — | 1,461 | ||||||||||||
Corporate bonds |
500 | — | 1 | 499 | ||||||||||||
Mortgage-backed securities |
9,191 | 6 | 45 | 9,152 | ||||||||||||
| $ | 135,676 | 708 | 932 | 135,452 | ||||||||||||
10
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| II. | Investment Portfolio: |
| A. | Continued: |
Securities at December 31, 2002 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 |
$ | 12,877 | 626 | — | 13,503 | |||||||||||
Mortgage-backed securities |
1,336 | 3 | 4 | 1,335 | ||||||||||||
| $ | 14,213 | 629 | 4 | 14,838 | ||||||||||||
| 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 |
$ | 98,835 | 1,359 | 26 | 100,168 | |||||||||||
Obligations of states and
political subdivisions |
1,804 | 80 | — | 1,884 | ||||||||||||
Corporate bonds |
1,705 | 16 | — | 1,721 | ||||||||||||
Mortgage-backed securities |
346 | 10 | — | 356 | ||||||||||||
| $ | 102,690 | 1,465 | 26 | 104,129 | ||||||||||||
11
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| II. | Investment Portfolio, Continued: |
| A. | Continued: |
Securities at December 31, 2001 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 |
$ | 13,273 | 292 | 27 | 13,538 | |||||||||||
Mortgage-backed securities |
2,857 | 8 | 16 | 2,849 | ||||||||||||
| $ | 16,130 | 300 | 43 | 16,387 | ||||||||||||
| 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 |
$ | 79,561 | 451 | 300 | 79,712 | |||||||||||
Obligations of states and
political subdivisions |
2,258 | 40 | 7 | 2,291 | ||||||||||||
Mortgage-backed securities |
423 | 5 | — | 428 | ||||||||||||
| $ | 82,242 | 496 | 307 | 82,431 | ||||||||||||
12
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| 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, 2003: |
| 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 |
326 | 326 | 3.73 | |||||||||
Five to ten years |
1 | 1 | 3.42 | |||||||||
More than ten years |
465 | 465 | 3.29 | |||||||||
Total securities of U.S. Treasury
and other U.S. Government
agencies and corporations |
792 | 792 | 3.48 | |||||||||
Obligations of states and political
subdivisions*: |
||||||||||||
Less than one year |
1,114 | 1,134 | 4.65 | |||||||||
One to five years |
3,241 | 3,420 | 4.34 | |||||||||
Five to ten years |
7,644 | 7,921 | 4.08 | |||||||||
More than ten years |
3,852 | 4,059 | 4.57 | |||||||||
Total obligations of states and
political subdivisions |
15,851 | 16,534 | 4.29 | |||||||||
Total held-to-maturity securities |
$ | 16,643 | 17,326 | 4.25 | % | |||||||
| * | Weighted average yield is stated on a tax-equivalent basis, assuming a weighted average Federal income tax rate of 34%. |
13
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| 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 |
$ | 2,502 | 2,532 | 2.84 | % | |||||||
One to five years |
100,051 | 100,163 | 3.40 | |||||||||
Five to ten years |
22,053 | 21,614 | 3.16 | |||||||||
More than ten years |
6,631 | 6,624 | 4.00 | |||||||||
Total securities of U.S. Treasury
and other U.S. Government
agencies and corporations |
131,237 | 130,933 | 3.38 | |||||||||
Corporate bonds: |
||||||||||||
Less than one year |
500 | 499 | 6.27 | |||||||||
One to five years |
— | — | — | |||||||||
Five to ten years |
— | — | — | |||||||||
More than ten years |
— | — | — | |||||||||
| 500 | 499 | 6.27 | ||||||||||
Obligations of states and political
subdivisions*: |
||||||||||||
Less than one year |
199 | 201 | 6.00 | |||||||||
One to five years |
980 | 1,038 | 4.81 | |||||||||
Five to ten years |
201 | 222 | 4.66 | |||||||||
More than ten years |
— | — | — | |||||||||
Total obligations of states and
political subdivisions |
1,380 | 1,461 | 4.96 | |||||||||
Other: |
||||||||||||
Bankers Bank stock |
88 | 88 | 1.62 | |||||||||
Federal Home Loan Bank stock |
2,471 | 2,471 | 4.09 | |||||||||
Total available-for-sale securities |
$ | 135,676 | 135,452 | 3.42 | % | |||||||
| * | Weighted average yield is stated on a tax-equivalent basis, assuming a weighted average Federal income tax rate of 34%. |
14
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| III. | Loan Portfolio: |
| A. | Loan Types |
The following schedule details the loans of the Company at December 31, 2003, 2002, 2001, 2000 and 1999:
| In Thousands |
||||||||||||||||||||
| 2003 |
2002 |
2001 |
2000 |
1999 |
||||||||||||||||
Commercial, financial and
agricultural |
$ | 174,235 | 192,945 | 190,700 | 157,254 | 121,438 | ||||||||||||||
Real estate — construction |
39,508 | 30,794 | 25,044 | 31,531 | 27,184 | |||||||||||||||
Real estate — mortgage |
314,168 | 267,145 | 228,316 | 195,480 | 164,852 | |||||||||||||||
Installment |
64,880 | 59,721 | 50,741 | 48,198 | 45,710 | |||||||||||||||
Total loans |
592,791 | 550,605 | 494,801 | 432,463 | 359,184 | |||||||||||||||
Less unearned interest |
— | (4 | ) | (35 | ) | (174 | ) | (579 | ) | |||||||||||
Total loans, net of
unearned interest |
592,791 | 550,601 | 494,766 | 432,289 | 358,605 | |||||||||||||||
Less allowance for possible
loan losses |
(8,077 | ) | (6,943 | ) | (5,489 | ) | (4,525 | ) | (3,847 | ) | ||||||||||
Net loans |
$ | 584,714 | 543,658 | 489,277 | 427,764 | 354,758 | ||||||||||||||
15
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| III. | Loan Portfolio, Continued: |
| B. | Maturities and Sensitivities of Loans to Changes in Interest Rates |
| In Thousands |
||||||||||||||||
| 1 Year to | ||||||||||||||||
| Less Than | Less Than | After 5 | ||||||||||||||
| 1 Year* |
5 Years |
Years |
Total |
|||||||||||||
Maturity Distribution: |
||||||||||||||||
Commercial, financial
and agricultural |
$ | 98,145 | 53,249 | 22,841 | 174,235 | |||||||||||
Real estate - construction |
38,147 | 1,361 | — | 39,508 | ||||||||||||
| $ | 136,292 | 54,610 | 22,841 | 213,743 | ||||||||||||
Interest-Rate Sensitivity: |
||||||||||||||||
Fixed interest rates |
$ | 118,010 | 45,880 | 4,992 | 168,882 | |||||||||||
Floating or adjustable
interest rates |
18,282 | 8,730 | 17,849 | 44,861 | ||||||||||||
Total commercial,
financial and
agricultural loans
plus real estate -
construction loans |
$ | 136,292 | 54,610 | 22,841 | 213,743 | |||||||||||
| * | Includes demand loans, bankers acceptances, commercial paper and deposit notes. |
16
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| III. | Loan Portfolio, Continued: |
| C. | Risk Elements |
The following schedule details selected information as to non-performing loans of the Company at December 31, 2003, 2002, 2001, 2000 and 1999:
| In Thousands, Except Percentages |
||||||||||||||||||||
| 2003 |
2002 |
2001 |
2000 |
1999 |
||||||||||||||||
Non-accrual loans: |
||||||||||||||||||||
Commercial, financial and
agricultural |
$ | 17 | — | — | — | — | ||||||||||||||
Real estate — construction |
— | — | — | — | — | |||||||||||||||
Real estate — mortgage |
270 | 327 | 71 | — | — | |||||||||||||||
Installment |
175 | 156 | 98 | 100 | 84 | |||||||||||||||
Lease financing receivable |
— | — | — | — | — | |||||||||||||||
Total non-accrual |
$ | 462 | 483 | 169 | 100 | 84 | ||||||||||||||
Loans 90 days past due: |
||||||||||||||||||||
Commercial, financial and
agricultural |
$ | 170 | 22 | — | — | — | ||||||||||||||
Real estate — construction |
8 | — | 124 | — | — | |||||||||||||||
Real estate — mortgage |
872 | 318 | 194 | 68 | 197 | |||||||||||||||
Installment |
716 | 407 | 270 | 222 | 225 | |||||||||||||||
Lease financing receivable |
— | — | — | — | — | |||||||||||||||
Total loans 90 days past
due |
$ | 1,766 | 747 | 588 | 290 | 422 | ||||||||||||||
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 |
$ | 2,228 | 1,230 | 757 | 390 | 506 | ||||||||||||||
Total loans, net of
unearned interest |
$ | 592,791 | 550,601 | 494,766 | 432,289 | 358,605 | ||||||||||||||
Percent of total loans
outstanding, net of
unearned interest |
0.38 | % | 0.22 | 0.15 | 0.09 | 0.14 | ||||||||||||||
Other real estate |
$ | 417 | 818 | 415 | 425 | 221 | ||||||||||||||
17
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| 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 $462,000 at December 31, 2003, $483,000 at December 31, 2002, $169,000 at December 31, 2001, $100,000 at December 31, 2000 and $84,000 at December 31, 1999. Gross interest income on non-accrual loans, that would have been recorded for the year ended December 31, 2003 if the loans had been current totaled $8,000 as compared to $12,000 in 2002, $12,000 in 2001, $17,000 in 2000 and $8,000 in 1999. The amount of interest and fee income recognized on total loans during 2003 totaled $38,687,000 as compared to $39,120,000 in 2002, $40,262,000 in 2001, $35,743,000 in 2000 and $28,937,000 in 1999.
At December 31, 2003, loans, which include the above, totaling $6,656,000 were included in the Company’s internal classified loan list. Of these loans $5,280,000 are real estate and $1,376,000 are various other types of loans. The collateral values securing these loans total approximately $12,030,000 ($10,903,000 related to real property and $1,127,000 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, 2003 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, 2003 and 2002 other real estate totaled $417,000 and $818,000, respectively.
18
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| 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, 2003 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
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| 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, 2003, 2002, 2001, 2000 and 1999 and the years then ended. | ||||
| In Thousands, Except Percentages |
||||||||||||||||||||
| 2003 |
2002 |
2001 |
2000 |
1999 |
||||||||||||||||
Allowance for loan losses
at beginning of period |
$ | 6,943 | 5,489 | 4,525 | 3,847 | 3,244 | ||||||||||||||
Less: net of loan charge-offs: |
||||||||||||||||||||
Charge-offs: |
||||||||||||||||||||
Commercial, financial and
agricultural |
(15 | ) | (160 | ) | (311 | ) | (6 | ) | — | |||||||||||
Real estate construction |
— | (8 | ) | (83 | ) | — | — | |||||||||||||
Real estate – mortgage |
(145 | ) | (218 | ) | (131 | ) | (186 | ) | (50 | ) | ||||||||||
Installment |
(806 | ) | (713 | ) | (726 | ) | (681 | ) | (539 | ) | ||||||||||
Lease financing |
— | — | — | — | — | |||||||||||||||
| (966 | ) | (1,099 | ) | (1,251 | ) | (873 | ) | (589 | ) | |||||||||||
Recoveries: |
||||||||||||||||||||
Commercial, financial and
agricultural |
13 | 2 | 4 | — | — | |||||||||||||||
Real estate construction |
— | — | — | — | — | |||||||||||||||
Real estate – mortgage |
8 | 1 | — | — | — | |||||||||||||||
Installment |
175 | 206 | 235 | 134 | 89 | |||||||||||||||
Lease financing |
— | — | — | — | — | |||||||||||||||
| 196 | 209 | 239 | 134 | 89 | ||||||||||||||||
Net loan charge-offs |
(770 | ) | (890 | ) | (1,012 | ) | (739 | ) | (500 | ) | ||||||||||
Provision for loan losses
charged to expense |
1,904 | 2,344 | 1,976 | 1,417 | 1,103 | |||||||||||||||
Allowance for loan losses at
end of period |
$ | 8,077 | 6,943 | 5,489 | 4,525 | 3,847 | ||||||||||||||
Total loans, net of unearned
interest, at end of year |
$ | 592,791 | 550,601 | 494,766 | 432,289 | 358,605 | ||||||||||||||
Average total loans outstanding, net of unearned
interest, during year |
$ | 568,227 | 521,799 | 460,556 | 395,441 | 326,396 | ||||||||||||||
Net charge-offs as a
percentage of average total
loans outstanding, net of
unearned interest, during
year |
.14 | % | .17 | 0.22 | 0.19 | 0.15 | ||||||||||||||
Ending allowance for loan
losses as a percentage of
total loans outstanding net
of unearned interest, at
end of year |
1.36 | % | 1.26 | 1.11 | 1.05 | 1.07 | ||||||||||||||
20
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| 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, 2003 |
December 31, 2002 |
|||||||||||||||
| 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 |
$ | 2,099 | 29.4 | % | $ | 828 | 35.0 | % | ||||||||
Real estate construction |
340 | 6.7 | 302 | 5.6 | ||||||||||||
Real estate mortgage |
4,660 | 53.0 | 4,723 | 48.5 | ||||||||||||
Installment |
978 | 10.9 | 1,090 | 10.9 | ||||||||||||
| $ | 8,077 | 100.0 | % | $ | 6,943 | 100.0 | % | |||||||||
| December 31, 2001 |
December 31, 2000 |
|||||||||||||||
| 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 |
$ | 651 | 38.5 | % | $ | 480 | 36.4 | % | ||||||||
Real estate construction |
236 | 5.1 | 535 | 7.3 | ||||||||||||
Real estate mortgage |
3,892 | 46.1 | 2,981 | 45.2 | ||||||||||||
Installment |
710 | 10.3 | 529 | 11.1 | ||||||||||||
| $ | 5,489 | 100.0 | % | $ | 4,525 | 100.0 | % | |||||||||
| December 31, 1999 |
||||||||
| Percent of | ||||||||
| Loans In | ||||||||
| In | Each Category | |||||||
| Thousands |
To Total Loans |
|||||||
Commercial, financial
and
agricultural |
$ | 463 | 33.8 | % | ||||
Real estate construction |
232 | 7.6 | ||||||
Real estate mortgage |
2,171 | 45.9 | ||||||
Installment |
981 | 12.7 | ||||||
| $ | 3,847 | 100.0 | % | |||||
21
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| V. | Deposits: | |||
| The average amounts and average interest rates for deposits for 2003, 2002 and 2001 are detailed in the following schedule: | ||||
| 2003 |
2002 |
2001 |
||||||||||||||||||||||
| Average | Average | Average | ||||||||||||||||||||||
| Balance | Balance | Balance | ||||||||||||||||||||||
| In | Average | In | Average | In | Average | |||||||||||||||||||
| Thousands |
Rate |
Thousands |
Rate |
Thousands |
Rate |
|||||||||||||||||||
Non-interest bearing
deposits |
$ | 70,160 | — | % | 59,471 | — | % | 53,764 | — | % | ||||||||||||||
Negotiable order of
withdrawal accounts |
52,770 | .44 | % | 44,828 | .84 | % | 36,454 | 1.41 | % | |||||||||||||||
Money market
demand accounts |
183,633 | 1.24 | % | 144,484 | 2.03 | % | 110,253 | 3.18 | % | |||||||||||||||
Individual retirement
accounts |
35,466 | 3.50 | % | 30,342 | 4.63 | % | 26,697 | 5.93 | % | |||||||||||||||
Other savings |
36,582 | 1.76 | % | 36,905 | 2.58 | % | 28,640 | 3.85 | % | |||||||||||||||
Certificates of deposit
$100,000 and over |
129,955 | 3.15 | % | 125,224 | 3.85 | % | 119,677 | 5.77 | % | |||||||||||||||
Certificates of deposit
under $100,000 |
202,561 | 3.19 | % | 189,966 | 3.89 | % | 195,017 | 5.90 | % | |||||||||||||||
| $ | 711,127 | 2.10 | % | 631,220 | 2.83 | % | 570,502 | 4.40 | % | |||||||||||||||
| The following schedule details the maturities of certificates of deposit and individual retirement accounts of $100,000 and over at December 31, 2003: |
| In Thousands |
||||||||||||
| Certificates | Individual | |||||||||||
| of | Retirement | |||||||||||
| Deposit |
Accounts |
Total |
||||||||||
Less than three months |
$ | 21,465 | 748 | 22,213 | ||||||||
Three to six months |
33,640 | 3,566 | 37,206 | |||||||||
Six to twelve months |
24,491 | 2,903 | 27,394 | |||||||||
More than twelve months |
47,487 | 4,789 | 52,276 | |||||||||
| $ | 127,083 | 12,006 | 139,089 | |||||||||
22
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| VI. | Return on Equity and Assets: |
| The following schedule details selected key ratios of the Company at December 31, 2003, 2002 and 2001: |
| 2003 |
2002 |
2001 |
||||||||||
Return on assets (1) |
1.31 | % | 1.33 | % | 1.14 | % | ||||||
(Net income divided by average total assets) |
||||||||||||
Return on equity |
16.00 | % | 16.98 | % | 15.70 | % | ||||||
(Net income divided by average equity) |
||||||||||||
Dividend payout ratio |
26.36 | % | 28.19 | % | 29.14 | % | ||||||
(Dividends declared per share divided by
net income per share) |
||||||||||||
Equity to asset ratio |
7.45 | % | 7.13 | % | 6.66 | % | ||||||
(Average equity divided by average total
assets) |
||||||||||||
Leverage capital ratio |
8.83 | % | 7.57 | % | 7.42 | % | ||||||
(Equity divided by fourth quarter
average total assets, excluding the net
unrealized gain (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. |
23
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| VI. | Return on Equity and Assets, Continued: | |||
| The following schedule details the Company’s risk-based capital at December 31, 2003 excluding the net unrealized gain 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
gain on available-for-sale securities |
$ | 63,408 | ||
Add: Minority interest (limited to 25% of Tier I
capital) |
6,549 | |||
Total Tier I capital |
69,957 | |||
Total capital: |
||||
Allowable allowance for possible loan losses (limited to
1.25% of risk-weighted assets) |
7,077 | |||
Total capital |
$ | 77,034 | ||
Risk-weighted assets |
$ | 566,148 | ||
Risk-based capital ratios: |
||||
Tier I capital ratio |
12.36 | % | ||
Total risk-based capital ratio |
13.61 | % | ||
24
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 2003
| 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, 2003, 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, 2003: | ||||
| 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 |
$ | 592,791 | 79,054 | 33,035 | 45,439 | 80,784 | 354,479 | |||||||||||||||||
Securities |
152,095 | 2,589 | 3,118 | 6,107 | 9,193 | 131,088 | ||||||||||||||||||
Loans held for sale |
3,972 | 3,972 | — | — | — | — | ||||||||||||||||||
Federal funds sold |
53,909 | 53,909 | — | — | — | — | ||||||||||||||||||
Total earning
assets |
802,767 | 139,524 | 36,153 | 51,546 | 89,977 | 485,567 | ||||||||||||||||||
Interest-bearing
liabilities: |
||||||||||||||||||||||||
Negotiable order
of withdrawal
accounts |
66,196 | 66,196 | — | — | — | — | ||||||||||||||||||
Money market demand
accounts |
198,553 | 198,553 | — | — | — | — | ||||||||||||||||||
Individual retirement
accounts |
39,011 | 7,449 | 2,940 | 6,259 | 8,561 | 13,802 | ||||||||||||||||||
Other savings |
44,000 | 44,000 | — | — | — | — | ||||||||||||||||||
Certificates of deposit,
$100,000 and over |
127,083 | 1,593 | 19,872 | 33,640 | 23,992 | 47,986 | ||||||||||||||||||
Certificates of deposit,
under $100,000 |
208,846 | 2,664 | 25,885 | 35,492 | 50,244 | 94,561 | ||||||||||||||||||
Securities sold
under repurchase
agreements |
8,606 | 8,606 | — | — | — | — | ||||||||||||||||||
Advances from Federal
Home Loan Bank |
712 | — | — | — | — | 712 | ||||||||||||||||||
| 693,007 | 329,061 | 48,697 | 75,391 | 82,797 | 157,061 | |||||||||||||||||||
Interest-sensitivity gap |
$ | 109,760 | (189,537 | ) | (12,544 | ) | (23,845 | ) | 7,180 | 328,506 | ||||||||||||||
Cumulative gap |
(189,537 | ) | (202,081 | ) | (225,926 | ) | (218,746 | ) | 109,760 | |||||||||||||||
Interest-sensitivity gap
as % of total assets |
(22.22 | ) | (1.48 | ) | (2.80 | ) | .84 | 38.53 | ||||||||||||||||
Cumulative gap as %
of total assets |
(22.22 | ) | (23.70 | ) | (26.50 | ) | (25.66 | ) | 12.87 | |||||||||||||||
| 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
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 eleven 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; 440 Highway 109 North, Lebanon, Tennessee; 4736 Andrew Jackson Parkway in Hermitage, Tennessee; and 151 Heritage Park Drive, Suite 102 in Murfreesboro, Tennessee.
The Mt. Juliet office contains approximately 16,000 square feet of space; the Castle Heights Office contains 2,400 square feet of space; the Hartsville Office contains 8,000 square feet of space; the Leeville-109 branch contains approximately 4,000 square feet and the Heritage Park Drive branch contains less than 1,000 square feet. The Hermitage branch opened in the fall of 1999 and contains 8,000 square feet of space. The Gladeville branch 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, its space in the Wal-Mart Supercenter and its Heritage Park Drive facility in Murfreesboro, which are leased. The Bank also leases space at twelve 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 which was expanded in 2001 and now contains approximately 10,300 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. The West Broad Street facility serves as the main office for DCB. CBSC operates out of a building it owns at 1300 Main Street North, Carthage, Tennessee and a second facility that it owns in Gordonsville, Tennessee at 7 New Middleton Highway, Gordonsville, Tennessee. CBSC’s Carthage facility contains approximately 8,000 square feet of space and its Gordonsville facility contains approximately 7,000 square feet of space. DCB and CBSC lease space at three and four locations, respectively, where they maintain and operate automatic teller machines.
Item 3. Legal Proceedings
As of the date hereof, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party or of which any of its properties are subject; nor are there material proceedings known to the Company or its subsidiaries to be contemplated by any governmental authority; nor are there material proceedings known to the Company or its subsidiaries, pending or contemplated, in which any director, officer or affiliate or any principal security holder of the Company or any of its subsidiaries or any associate of any of the foregoing, is a party or has an interest adverse to the Company or any of its subsidiaries.
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 2003.
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 76 of the Company’s 2003 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 21 of the Company’s 2003 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 22 through 34 of the Company’s 2003 Annual Report and is incorporated herein by reference.
26
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Information required by this item is contained under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Quantitative and Qualitative Disclosures About Market Risk” as set forth on pages 22 through 34 of the Company’s 2003 Annual Report and is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements and the independent auditor’s report of Maggart & Associates, P.C. required by this item are contained in pages 37 through 75 and on page 36, respectively, of the Company’s 2003 Annual Report and are incorporated herein by reference.
Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by it in the reports that if files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by this item with respect to directors is incorporated herein by reference to the section entitled “Election of Directors” in the Company’s definitive proxy materials filed in connection with the Company’s 2004 Annual Meeting of Shareholders. The information required by this item with respect to executive officers is set forth below:
James Randall Clemons (51) — Mr. Clemons is President and Chief Executive Officer of the Company and the Chief Executive Officer of 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 (59) — Ms. Taylor is a Vice President of the Bank and served as Senior Vice President and Cashier from 1987 through January 1, 2004. 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 (51) — 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. Since May 2002, Mr. Richerson has served as President of the Bank. From 1997 to May 2002, Mr. Richerson served as an Executive Vice President and Senior Loan Officer of the Bank and oversaw 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 (52) — 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.
27
Gary Whitaker (46) — 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, Senior Vice President and most recently as Executive Vice President since 2002. His principal duties include overseeing the Bank’s lending function and loan operations.
Lisa Pominski (39) — Ms. Pominski is Senior Vice President and the Chief Financial Officer of the Bank and the Company and is the Company’s principal financial and accounting officer. Ms. Pominski 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. Pominski was employed by People’s Bank, Lebanon, TN 37087.
John Goodman (37) — Mr. Goodman joined the Bank in November of 2002 as Senior Vice President. From 1998 to 2002 he was First Vice President of Commercial Lending for NBC Bank, Nashville, TN. His primary duties include the development of commercial lending and the supervision of the branch offices in the western portion of Wilson County and the eastern portion of Davidson County.
John McDearman (34) – Mr. McDearman joined the Bank in November of 1998. He has held positions in branch administration and commercial lending. Currently he serves as Senior Vice President of the Bank, a position he has held since November of 2002. Prior to joining the Bank in 1998 he was Assistant Vice President, Banking Center Manager for Nations Bank, Chattanooga, TN, a position he held from 1994 to 1998. His primary duties include the continuing development of the commercial loan portfolio.
Christy Norton (37) — Mrs. Norton joined the Bank in February of 1989. Prior to that time she was employed by First Tennessee Bank, Lebanon, TN. She has held several positions for the Bank in Retail and Branch Administration and is currently a Senior Vice President, a position she has held since November of 2002. Her primary duties include the administration of branch operations and supervision of the Bank’s training and sales departments.
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.
The Company has adopted a code of conduct for its senior executive and financial officers (the “Code of Conduct”), a copy of which will be provided to any person, without charge, upon request to the Company at 623 West Main Street, Lebanon, Tennessee 37087, Attention: Corporate Secretary. The Company will make any legally required disclosures regarding amendments to, or waivers of, provisions of its Code of Conduct in accordance with the rules and regulations of the Securities and Exchange Commission.
The information required by this item with respect to the Company’s audit committee and any “audit committee financial expert” is incorporated herein by reference to the section entitled “ Item-2 Election of Directors – Description of the Board and Committees of the Board” in the Company’s definitive proxy materials filed in connection with the 2004 Annual Meeting of Shareholders.
The information required by this item with respect to compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the Section entitled “Item-2 Election of Directors – Compliance with Section 16(a) of the Securities Exchange Act of 1934” in the Company’s definitive proxy materials filed in connection with the 2004 Annual Meeting of Shareholders.
Item 11. Executive Compensation
Information required by this item is incorporated herein by reference to the section entitled “Executive Compensation” in the Company’s definitive proxy materials filed in connection with the 2004 Annual Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this item is incorporated herein by reference to the section entitled “Stock Ownership” in the Company’s definitive proxy materials filed in connection with the 2004 Annual Meeting of Shareholders.
The following table summarizes information concerning the Company’s equity compensation plans at December 31, 2003 and has been adjusted to reflect the Company’s two-for-one stock split in the form of a 100% stock dividend paid on October 30, 2003:
28
| Number of Shares to | Weighted Average | Number of Shares Remaining Available for | ||||||||||
| be Issued upon | Exercise Price of | Future Issuance Under Equity Compensation | ||||||||||
| Exercise of | Outstanding | Plans (Excluding Shares Reflected in First | ||||||||||
| Plan Category |
Outstanding Options |
Options |
Column) |
|||||||||
Equity compensation
plans approved by
shareholders |
100,734 | $ | 16.50 | 92,068 | ||||||||
Equity compensation
plans not approved
by shareholders |
N/A | N/A | N/A | |||||||||
Total |
100,734 | $ | 16.50 | 92,068 | ||||||||
Item 13. Certain Relationships and Related Transactions
Information required by this item is incorporated herein by reference to the section entitled “Certain Relationships and Related Transactions” in the Company’s definitive proxy materials filed in connection with the 2004 Annual Meeting of Shareholders.
Item 14. Principal Accountant Fees and Services
Information required by this item is incorporated herein by reference to the section entitled “Independent Public Accountant Information” in the Company’s definitive proxy materials filed in connection with the 2004 Annual Meeting of Shareholders.
Item 15. 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 | ||||
On October 1, 2003, the Company furnished a current report on Form 8-K to announce a two-for-one stock split in the form of a 100% stock dividend, payable on October 30, 2003 to shareholders of record on October 1, 2003.
29
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 15, 2004 | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
/s/ J. Randall Clemons
J. Randall Clemons |
President, Chief Executive Officer and Director (Principal Executive Officer) | March 15, 2004 | ||
/s/ Lisa Pominski Lisa Pominski |
Chief Financial Officer (Principal Financial and Accounting Officer) | March 15, 2004 | ||
/s/ Elmer Richerson Elmer Richerson |
Executive Vice President & Director | March 15, 2004 | ||
/s/ Charles Bell Charles Bell |
Director | March 15, 2004 | ||
/s/ Jack W. Bell
Jack W. Bell |
Director | March 15, 2004 | ||
/s/ Mackey Bentley Mackey Bentley |
Director | March 15, 2004 | ||
/s/ James F. Comer
James F. Comer |
Director | March 15, 2004 | ||
/s/ Jerry L. Franklin
Jerry L. Franklin |
Director | March 15, 2004 | ||
/s/ John B. Freeman
John B. Freeman |
Director | March 15, 2004 |
30
| Signature |
Title |
Date |
||
/s/ Marshall Griffith Marshall Griffith |
Director | March 15, 2004 | ||
/s/ Harold R. Patton
Harold R. Patton |
Director | March 15, 2004 | ||
/s/ James Anthony Patton James Anthony Patton |
Director | March 15, 2004 | ||
/s/ John R. Trice
John R. Trice |
Director | March 15, 2004 | ||
/s/ Robert T. VanHooser, Jr.
Robert T. VanHooser, Jr. |
Director | March 15, 2004 |
31
INDEX TO EXHIBITS
3.1
|
Charter of Wilson Bank Holding Company, as amended (incorporated herein by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002). | |
3.2
|
Bylaws of Wilson Bank Holding Company (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 Company’s Registration Statement on Form S-8 (Registration No. 333-32442 and incorporated herein by reference). | |
10.2
|
Executive Salary Continuation Agreement by and between the Company and J. Randall Clemons dated as of March 30, 1995 (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).* | |
10.3
|
Executive Salary Continuation Agreement by and between the Company and Elmer Richerson dated as of March 30, 1995 (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).* | |
10.4
|
Executive Salary Continuation Agreement by and between the Company and Gary D. Whitaker dated as of March 1, 1998 (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).* | |
10.5
|
Executive Salary Continuation Agreement by and between the Company and Larry Squires dated September 16, 1996 (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).* | |
10.6
|
Amendment to the Wilson Bank and Trust Executive Salary Continuation Agreement dated as of January 1, 2001 by and between Wilson Bank and Trust and Larry Squires(incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).* | |
13.1
|
Selected Portions of the Wilson Bank Holding Company Annual Report to Shareholders for the year ended December 31, 2003 incorporated by reference into items 5, 6, 7 and 8. | |
21.1
|
Subsidiaries of the Company. | |
23.1
|
Consent of Independent Auditors. | |
31.1
|
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2
|
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1
|
Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2
|
Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| * | Management compensatory plan or contract |