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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, 1997
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 15, 1998, was approximately $40,659,829. The market value
calculation was determined using $33.25 per share.
Shares of common stock, $2.00 par value per share, outstanding on March 15,
1998, were 1,422,585.
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, 1997 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 14, 1998 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, the Bank's
wholly-owned subsidiary Hometown Finance, Inc., DeKalb Community Bank ("DCB")
and Community Bank of Smith County ("CBSC"). The Bank on December 31, 1997 had
eight full service banking offices. Hometown Finance, Inc., a finance company
organized under the Tennessee Industrial Loan and Thrift Companies Act (the
"Finance Company") had one office in Lebanon on December 31, 1997. As of
December 31, 1997, DCB had one office located in Smithville, Tennessee and one
office located in Alexandria, Tennessee. CBSC has one office located in
Carthage, Tennessee. The Finance Company began operations in September 1994, DCB
in April 1996 and CBSC in December 1996 and, to date, their revenues and
expenses 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; and the
Wal-Mart Super Center, Lebanon, Tennessee. The Finance Company is located at 502
West Main, Lebanon, Tennessee 37087. Management believes that Wilson County
offers an environment for continued growth and the Company's target market
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 affect 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 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, 1997,
the Company reported net earnings of approximately $3.7 million and had total
assets of approximately $351.7 million.
On October 16, 1995, the Company filed an application to form a branch in DeKalb
County, Tennessee and subsequently filed a related application to incorporate
such branch as a de novo bank under the name DeKalb Community Bank on November
29, 1995. The application was approved on March 8, 1996 and DCB opened for
business on April 18, 1996. DCB is 50% owned by the Company and 50% owned by
residents of DeKalb County. DCB opened a full service branch in Alexandria,
Tennessee on December 6, 1997. 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 two locally-owned
banks in DeKalb County recently were acquired by larger banks. 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 affect on the business of DCB. Furthermore,
no concentration of loans exists within a single industry or group of related
industries.
1
3
On August 28, 1996, the Company filed an application to form a de novo bank in
Smith County, Tennessee under the name Community Bank of Smith County. The
application was approved on November 25, 1996 and CBSC opened for business on
December 16, 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. It is anticipated that CBSC will 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 affect on the business
of CBSC. Furthermore, no concentration of loans should exist within a single
industry or group of related industries.
FINANCIAL AND STATISTICAL INFORMATION
The Company's audited financial statements, selected financial data and
Management's Discussion and Analysis of Financial Condition and Results of
Operation contained in the Company's Annual Report to Shareholders for the year
ended December 31, 1997 filed as Exhibit 13 to this Form 10-K (the "1997Annual
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 6 hereof, further discusses recent banking legislation and
regulation and should be reviewed in conjunction herewith.
The Company, the Bank, DCB, CBSC and the Finance Company 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 subsidiary 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, CBSC
and the Finance Company 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 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.
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. 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.
Recently, congress enacted the Reigle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "IBBEA") which authorizes interstate acquisitions of
banks and bank holding companies without geographic limitation beginning on June
1, 1997. In addition, on that date, the IBBEA authorizes 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,
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1997. Tennessee has enacted interstate branching laws in response to the federal
law which, effective June 1, 1997, will 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, 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 on
investments in the stock or other securities of the bank holding company or its
subsidiary.
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 Bank and the Finance Company 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 laws referenced above are by far 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 applicable to the Finance Company and also is
generally applicable to most of the loans made by the Bank 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,
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, including
three banks 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. 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 one commercial bank
headquartered in Wilson County and one headquartered in an adjacent county. Two
credit unions provide additional competition.
DCB competes with much larger commercial banks in DeKalb County, including three
banks owned by Tennessee multi-bank holding companies. These banks were
previously locally owned banks which were recently acquired by the larger banks.
While these institutions enjoy existing depositor relationships and greater
financial resources than the DCB and can be expected to offer a wider range of
banking services, 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 Bank competes with one 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 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.
3
5
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 and the Company 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, Bank, DCB and CBSC cannot be
predicted with accuracy.
EMPLOYMENT
The Company and is subsidiaries collectively employ 157 full-time equivalent
employees and 24 part-time employees. Additional personnel will be hired to meet
future growth.
YEAR 2000
As with other companies, advances and changes in technology can have a
significant impact on the business and operations. Many computer programs were
originally designed to recognize calendar years by their last two digits.
Calculations performed using these truncated fields will not work properly with
dates from the year 2000 and beyond. This "Year 2000 computer issue" can create
risk for a company from unforeseen problems in its own computer systems and from
the company's vendors and customers.
The Company has implemented a plan in order to avoid any problems related to the
Year 2000 computer issue. Based upon current information, management presently
believes that specific costs related to the Company's Year 2000 systems issues
will not have a material impact on the operations, cash flows or financial
condition of the Company.
STATISTICAL INFORMATION REQUIRED BY GUIDE 3
The statistical information required to be displayed under Item I 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 1997 Annual Report; certain information not
contained in the Company's 1997 Annual Report, but required by Guide 3, is
contained in the tables immediately following:
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6
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
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
$271,000, $150,000 and $155,000 for 1997, 1996 and 1995, respectively,
are included in loan income and represent an adjustment of the yield on
these loans.
5
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WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
IN THOUSANDS, EXCEPT INTEREST RATES
---------------------------------------------------------------------------------
1997 1996 1997/1996 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 $215,073 9.52% 20,466 165,807 9.48% 15,725 4,670 71 4,741
Investment securities - taxable 38,609 6.36 2,457 32,805 5.90 1,934 342 181 523
Investment securities - tax exempt 20,346 5.73 1,166 19,499 5.95 1,161 50 (45) 5
Taxable equivalent adjustment -- 2.95 600 -- 3.07 598 26 (24) 2
-------- ---- ------ ------- ---- ------ -----
Total tax-exempt
investment securities 20,346 8.68 1,766 19,499 9.02 1,759 76 (69) 7
-------- ---- ------ ------- ---- ------ -----
Total investment securities 58,955 7.16 4,223 52,304 7.06 3,693 470 60 530
-------- ---- ------ ------- ---- ------ -----
Loans held for sale 2,062 5.38 111 1,823 5.81 106 14 (9) 5
Federal funds sold 18,356 5.13 941 9,710 5.32 517 460 (36) 424
Interest-bearing deposits in banks -- -- -- 60 8.33 5 (5) -- (5)
-------- ---- ------ ------- ---- ------ -----
Total earning assets 294,446 8.74 25,741 229,704 8.73 20,046 5,652 43 5,695
-------- ---- ------ ------- ---- ------ -----
Cash and due from banks 8,943 7,644
Allowance for possible loan losses (2,730) (2,165)
Bank premises and equipment 10,855 7,664
Other assets 4,113 2,297
-------- -------
Total assets $315,627 245,144
======== =======
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WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
IN THOUSANDS, EXCEPT INTEREST RATES
-------------------------------------------------------------------------------
1997 1996 1997/1996 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 $ 23,232 2.22% 515 20,102 2.38% 479 75 (39) 36
Money market demand accounts 54,222 3.82 2,069 41,627 3.62 1,508 455 106 561
Individual retirement accounts 13,765 5.72 787 11,224 5.77 648 147 (8) 139
Other savings deposits 12,766 4.57 583 8,638 4.36 377 180 26 206
Certificates of deposit,
$100,000 and over 51,315 5.76 2,957 33,476 5.79 1,938 1,033 (14) 1,019
Certificates of deposit
under $100,000 95,813 5.65 5,411 78,354 5.65 4,425 986 -- 986
-------- ---- ------ ------- ---- ------ ------
Total interest-bearing
deposits 251,113 4.91 12,322 193,421 4.85 9,375 2,798 149 2,947
Demand 28,865 -- -- 21,807 -- -- --
-------- ---- ------ ------- ---- ------ -----
Total deposits 279,978 4.40 12,322 215,228 4.36 9,375 2,823 124 2,947
-------- ---- ------ ------- ---- ------ -----
Securities sold under repurchase
agreements 7,326 4.82 353 8,226 5.13 422 46 (115) (69)
-------- ---- ------ ------- ---- ------ -----
Total deposits and
borrowed funds 287,304 4.41 12,675 223,454 4.38 9,797 2,797 81 2,878
-------- ---- ------ ------- ---- ------ -----
Other liabilities 5,458 3,271
Stockholders' equity 22,865 18,419
-------- -------
Total liabilities and
stockholders' equity $315,627 245,144
======== =======
Net interest income 13,066 10,249
====== ======
Net yield on earning assets 4.44% 4.46%
==== ====
Net interest spread 4.33% 4.35%
==== ====
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9
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
IN THOUSANDS, EXCEPT INTEREST RATES
---------------------------- --------------------------- -------------------------
1996 1995 1996/1995 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 $165,807 9.48% 15,725 134,552 9.49% 12,763 2,966 (4) 2,962
Investment securities - taxable 32,805 5.90 1,934 30,217 5.93 1,792 153 (11) 142
Investment securities - tax exempt 19,499 5.95 1,161 17,565 6.00 1,054 116 (9) 107
Taxable equivalent adjustment -- 3.07 598 -- 3.09 543 60 (5) 55
-------- ---- ------ ------- ---- ------ -----
Total tax-exempt
investment securities 19,499 9.02 1,759 17,565 9.09 1,597 176 (14) 162
-------- ---- ------ ------- ---- ------ -----
Total investment securities 52,304 7.06 3,693 47,782 7.09 3,389 321 (17) 304
-------- ---- ------ ------- ---- ------ -----
Loans held for sale 1,823 5.81 106 1,526 8.26 126 24 (44) (20)
Federal funds sold 9,710 5.32 517 10,895 5.71 622 (68) (37) (105)
Interest-bearing deposits in banks 60 8.33 5 102 8.82 9 4 -- (4)
-------- ---- ------ ------- ---- ------ -----
Total earning assets 229,704 8.73 20,046 194,857 8.68 16,909 3,025 112 3,137
-------- ---- ------ ------- ---- ------ -----
Cash and due from banks 7,644 6,992
Allowance for possible loan losses (2,165) (1,758)
Bank premises and equipment 7,664 5,779
Other assets 2,297 2,297
-------- -------
Total assets $245,144 208,167
======== =======
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WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
IN THOUSANDS, EXCEPT INTEREST RATES
--------------------------------------------------------------------------------
1996 1995 1996/1995 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 $ 20,102 2.38% 479 18,988 2.48% 471 28 (20) 8
Money market demand accounts 41,627 3.62 1,508 33,427 3.69 1,232 303 (27) 276
Individual retirement accounts 11,224 5.77 648 10,319 5.76 594 52 2 54
Other savings deposits 8,638 4.36 377 5,207 4.47 233 153 (9) 144
Certificates of deposit,
$100,000 and over 33,476 5.79 1,938 29,779 5.91 1,761 218 41 259
Certificates of deposit
under $100,000 78,354 5.65 4,425 66,874 5.66 3,787 650 12 638
-------- ---- ------ ------- ---- ----- -----
Total interest-bearing
deposits 193,421 4.85 9,375 164,594 4.91 8,078 1,415 118 1,379
Demand 21,807 -- -- 18,878 -- -- -- -- --
-------- ---- ------ ------- ---- ----- -----
Total deposits 215,228 4.36 9,375 183,472 4.40 8,078 1,397 (100) 1,297
-------- ---- ------ ------- ---- ----- -----
Securities sold under repurchase
agreements 8,226 5.13 422 6,411 5.41 347 98 (23) 75
-------- ---- ------ ------- ---- ----- -----
Total deposits and
borrowed funds 223,454 4.38 9,797 189,883 4.44 8,425 1,491 (119) 1,372
-------- ---- ------ ------- ---- ----- -----
Other liabilities 3,271 1,384
Stockholders' equity 18,419 16,900
-------- -------
Total liabilities and
stockholders' equity 245,144 208,167
======== =======
Net interest income 10,249 8,484
====== =====
Net yield on earning assets 4.46% 4.35%
==== ====
Net interest spread 4.35% 4.24%
==== ====
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WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
II. Investment Portfolio
A. Securities at December 31, 1997 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 $ 1,197 16 -- 1,213
Obligations of state and
political subdivisions 16,989 332 7 17,314
Mortgage-backed
securities 6,065 12 57 6,020
------- ------- ------- -------
$24,251 360 64 24,547
======= ======= ======= =======
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 $30,977 82 20 31,039
Obligations of state and
political subdivisions 4,781 123 1 4,903
Mortgage-backed
securities 1,294 19 9 1,304
------- ------- ------- -------
$37,052 224 30 37,246
======= ======= ======= =======
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WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
II. Investment Portfolio, Continued
A. Continued
Investment securities at December 31, 1996 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 3,097 3 12 3,088
Obligations of state and
political subdivisions 15,961 263 51 16,173
Mortgage-backed
securities 7,477 33 69 7,441
------- ------- ------- -------
$26,535 299 132 26,702
======= ======= ======= =======
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 $22,317 34 84 22,267
Obligations of state and
political subdivisions 4,561 169 3 4,727
Mortgage-backed
securities 2,010 25 19 2,016
------- ------- ------- -------
$28,888 228 106 29,010
======= ======= ======= =======
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WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
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, 1997.
Estimated Weighted
Amortized Market Average
Available-For-Sale Securities Cost Value Yields
----------------------------- --------- ---------- --------
(In Thousands)
Obligations of U.S. Treasury and
other U.S. Government agencies
and corporations, including
mortgage-backed securities:
Less than one year $ 2,616 2,609 5.10
One to five years 17,240 17,285 6.19
Five to ten years 10,379 10,398 6.94
More than ten years 1,189 1,204 6.84
------- ------ ----
Total securities of
U.S. Treasury and other
U.S. Government agencies
and corporations 31,424 31,496 6.37
------- ------ ----
Obligations of states and
political subdivisions*:
Less than one year 2,152 2,183 10.89
One to five years 1,268 1,326 9.27
Five to ten years 642 666 8.70
More than ten years 719 728 7.54
------- ------ ----
Total obligations of states
and political subdivisions 4,781 4,903 9.66
------- ------ ----
Other:
Federal Home Loan Bank stock 847 847 7.38
------- ------ ----
Total investment securities $37,052 37,246 6.82
======= ====== ====
* Weighted average yield is stated on a tax-equivalent basis, assuming a
weighted average Federal income tax rate of 34%.
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WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
II. Investment Portfolio, Continued
B. Continued
Estimated Weighted
Amortized Market Average
Held-to-Maturity Securities Cost Value Yields
--------------------------- --------- --------- --------
(In Thousands)
Obligations of U.S. Treasury and
other U.S. Government agencies
and corporations, including
mortgage-backed securities:
Less than one year $ 100 100 6.13
One to five years 2,114 2,133 7.42
Five to ten years 2,485 2,445 6.49
More than ten years 2,563 2,555 7.18
------- ------ ----
Total securities of
U.S. Treasury and other
U.S. Government agencies
and corporations 7,262 7,233 7.00
------- ------ ----
Obligations of states and political
subdivisions*:
Less than one year 1,849 1,860 8.39
One to five years 6,281 6,373 7.49
Five to ten years 4,775 4,878 7.45
More than ten years 4,084 4,203 8.07
------- ------ ----
Total obligations of states
and political subdivisions 16,989 17,314 7.72
------- ------ ----
Total investment securities $24,251 24,547 7.50
======= ====== ====
* 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, 1997
III. Loan Portfolio:
A. Loan Types
The following schedule details the loans of the Company at December 31,
1997 and 1996.
In Thousands
-------------------------
1997 1996
--------- ---------
Commercial, financial and
agricultural $ 82,515 $ 57,449
Real estate - construction 18,159 16,828
Real estate - mortgage 103,155 80,955
Installment 38,423 32,558
--------- ---------
Total loans 242,252 187,790
Less unearned interest (1,696) (1,696)
--------- ---------
Total loans, net of unearned interest 240,556 186,094
--------- ---------
Less allowance for possible loan losses (2,890) (2,452)
--------- ---------
Net loans $ 237,666 $ 183,642
========= =========
14
16
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
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, 1997.
1 Year to
Less Than Less Than After 5
1 Year 5 Years Years Total
--------- --------- ------- -------
Maturity Distribution:
Commercial, financial
and agricultural $46,162 22,755 13,598 82,515
Real estate -
construction 16,983 199 977 18,159
------- ------ ------ -------
$63,145 22,954 14,575 100,674
======= ====== ====== =======
Interest-Rate Sensitivity:
Fixed interest rates $52,014 15,648 1,652 69,314
Floating or adjustable
interest rates 11,131 7,306 12,923 31,360
------- ------ ------ -------
Total commercial,
financial and
agricultural
loans plus
real estate -
construction
loans $63,145 22,954 14,575 100,674
======= ====== ====== =======
* Includes demand loans, bankers acceptances, commercial paper and deposit
notes.
15
17
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
III. Loan Portfolio, Continued
C. Risk Elements
The following schedule details selected information as to
non-performing loans of the Company at December 31, 1997 and 1996.
In Thousands
-----------------------
1997 1996
-------- --------
Non-accrual loans:
Commercial, financial and agricultural $ 1 $ 24
Real estate - construction -- --
Real estate - mortgage 6 59
Installment 153 177
Lease financing receivable -- --
-------- --------
Total non-accrual $ 160 $ 260
======== ========
Loans 90 days past due:
Commercial, financial and agricultural 30 80
Real estate - construction -- --
Real estate - mortgage 66 344
Installment 1,123 370
Lease financing receivable -- --
-------- --------
Total loans 90 days past due $ 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 $ 1,379 $ 1,054
======== ========
Total loans, net of unearned interest $240,556 $186,094
======== ========
Percent of total loans outstanding,
net of unearned interest 0.57% 0.57
======== ========
Other real estate 63 --
======== ========
16
18
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
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 $160,000 at December 31, 1997,
$260,000 at December 31, 1996 and $117,000 at December 31, 1995. Gross
interest income on loans, that would have been recorded for the year
ended December 31, 1997 if the loans had been current totaled $11,000
as compared to $12,000 in 1996 and $7,000 in 1995. The amount of
interest income recognized on the loans during 1997 totaled $20,466,000
as compared to $15,725,000 in 1996 and $12,763,000 in 1995.
At December 31, 1997, loans, which include the above, totaling
$1,162,000 were included in the Company's internal classified loan
list. Of these loans $306,000 are real estate and $856,000 are various
other types of loans. The collateral values securing these loans total
approximately $1,546,000, ($298,000 related to real property and
$1,248,000 related to the various other types of loans). Such loans are
listed as classified when information obtained about possible credit
problems of the borrower 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, 1997 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, 1997 other real estate totaled $63,000. There was no
other real estate at December 31, 1996.
17
19
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
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, 1997 which would be required to be disclosed as past due,
non-accrual, restructured or potential problem loans, if such
interest-bearing assets were loans.
18
20
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
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,
1997 and 1996 and the years then ended.
In Thousands Except Percentages
-------------------------------
1997 1996
--------- ---------
Allowance for loan losses at beginning of period $ 2,452 $ 1,944
--------- ---------
Less: net loan charge-offs:
Charge-offs:
Commercial, financial and agricultural -- (1)
Real estate construction -- --
Real estate - mortgage (9) --
Installment (477) (173)
Lease financing -- --
--------- ---------
(486) (174)
--------- ---------
Recoveries:
Commercial, financial and agricultural -- --
Real estate construction -- --
Real estate - mortgage -- --
Installment 96 17
Lease financing -- --
--------- ---------
96 17
--------- ---------
Net loan charge-offs (390) (157)
--------- ---------
Provision for loan losses charged to expense 828 665
--------- ---------
Allowance for loan losses at end of period $ 2,890 $ 2,452
========= =========
Total loans, net of unearned interest, at end of year $ 240,556 $ 186,094
========= =========
Average total loans outstanding,
net of unearned interest, during year 215,073 165,807
========= =========
Net charge-offs as a percentage of average
total loans outstanding, net of unearned
interest, during year 0.18% 0.09%
========= =========
Ending allowance for loan losses as a
percentage of total loans outstanding
net of unearned interest, at end of year 1.20% 1.32%
========= =========
19
21
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
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 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, 1997 December 31, 1996
-------------------- --------------------
Percent Percent
of Loans of Loans
In Each In Each
Category Category
In To Total In To Total
Thousands Loans Thousands Loans
--------- -------- --------- --------
Commercial, financial
and agricultural $ 483 34.1 $ 357 30.6
Real estate construction 249 7.5 217 9.0
Real estate mortgage 1,552 42.6 1,348 43.1
Installment 606 15.8 530 17.3
------ ----- ------ -----
$2,890 100.0 $2,452 100.0
====== ===== ====== =====
20
22
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
V. Deposits
The average amounts and average interest rates for deposits for 1997 and
1996 are detailed in the following schedule:
1997 1996
----------------------- -----------------------
Average Average
Balance Balance
------------ Average ------------ Average
In Thousands Rate In Thousands Rate
------------ ------- ------------ -------
Non-interest bearing deposits $ 28,865 --% $ 21,807 --%
Negotiable order of withdrawal
accounts 23,232 2.22% 20,102 2.38%
Money market demand accounts 54,222 3.82% 41,627 3.62%
Individual retirement accounts 13,765 5.72% 11,224 5.77%
Other savings 12,766 4.57% 8,638 4.36%
Certificates of deposit $100,000
and over 51,315 5.76% 33,476 5.79%
Certificates of deposit under
$100,000 95,813 5.65% 78,354 5.65%
-------- ---- -------- ----
$279,978 4.40% $215,228 4.36%
======== ==== ======== ====
The following schedule details the maturities of certificates of deposit
and individual retirement accounts of $100,000 and over at December 31,
1997.
In Thousands
-------------------------------------
Certificates Individual
of Retirement
Deposit Accounts Total
------------ ---------- -------
Less than three months $19,046 140 19,186
Three to six months 9,561 156 9,717
Six to twelve months 16,842 1,491 18,333
More than twelve months 11,111 2,599 13,710
------- ------- -------
$56,560 4,386 60,946
======= ======= =======
21
23
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
VI. Return on Equity and Assets
The following schedule details selected key ratios of the Company at
December 31, 1997, 1996, and 1995.
1997 1996 1995
------ ------ ------
Return on assets 1.16% 1.27% 1.16%
(Net income divided by average total assets)
Return on equity 16.02% 16.87% 14.33%
(net income divided by average equity)
Dividend payout ratio 28.63% 30.84% 38.67%
(Dividends declared per share divided
by net income per share)
Equity to assets ratio 7.24% 7.51% 8.12%
(Average equity divided by average
total assets)
Leverage capital ratio 8.21% 9.24% 8.16%
(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.
22
24
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
VI. Return on Equity and Assets, Continued
The following schedule details the Company's risk-based capital at December
31, 1997 excluding the net unrealized loss on available-for-sale securities
which is shown as an addition to stockholders' equity in the consolidated
financial statements:
In Thousands
------------
Tier I capital:
Stockholders' equity, excluding the net
unrealized gain on available-for-sale
securities $ 24,704
Add: Minority interest (limited to
25% of Tier I capital) 3,455
--------
Total Tier I capital 28,159
Total capital:
Allowable allowance for loan losses
(limited to 1.25% of risk-weighted assets) 2,890
--------
Total capital $ 31,049
========
Risk-weighted assets $231,751
========
Risk-based capital ratios:
Tier I capital ratio 12.15%
========
Total risk-based capital ratio 13.40%
========
23
25
WILSON BANK HOLDING COMPANY
Form 10-K
December 31, 1997
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, 1997, the Company and its subsidiary bank were in compliance
with these requirements.
The following schedule details the Company's interest rate sensitivity at
December 31, 1997:
(In Thousands) Repricing Within
----------------------------------------------------------------------------------------
Total 0-30 Days 31-90 Days 91-180 Days 181-365 Days Over 1 Year
-------- --------- ---------- ----------- ------------ -----------
Earning assets:
Loans, net of
unearned interest $240,556 31,312 20,784 28,831 41,368 118,261
Securities 61,497 6,220 1,243 3,398 2,474 48,162
Loans held for sale 4,092 4,092 -- -- -- --
Federal funds sold 17,657 17,657 -- -- -- --
-------- -------- -------- -------- -------- --------
Total earning assets 323,802 59,281 22,027 32,229 43,842 166,423
-------- -------- -------- -------- -------- --------
Interest-bearing liabilities:
Negotiable order of
withdrawal accounts 26,355 26,355 -- -- -- --
Money market demand
accounts 63,030 63,030 -- -- -- --
Individual retirement
accounts 15,376 7,604 455 599 1,992 --
Other savings 16,971 16,971 -- -- -- --
Certificates of deposit,
$100,000 and over 56,560 6,166 12,880 9,561 16,841 4,726
Certificates of deposit,
under $100,000 105,976 6,645 17,133 18,287 37,459 11,112
Securities sold under
repurchase agreements 4,560 4,560 -- -- -- 26,452
-------- -------- -------- -------- -------- --------
288,828 131,331 30,468 28,447 56,292 42,290
-------- -------- -------- -------- -------- --------
Interest-sensitivity gap $ 34,974 (72,050) (8,441) 3,782 (12,450) 124,133
======== ======== ======== ======== ======== ========
Cumulative gap (72,050) (80,491) (76,709) (89,159) 34,974
======== ======== ======== ======== ========
Interest-sensitivity gap
as% of total assets (20.49)% (2.40)% 1.08% (3.54)% 35.29%
======== ======== ======== ======== ========
Cumulative gap as% of
total assets (20.49)% (22.89)% (21.81)% (25.35)% 9.94%
======== ======== ======== ======== ========
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.
24
26
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 seven branch locations located at 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; 127 McMurry Boulevard, Hartsville,
Tennessee and the Wal-Mart Super Center, Lebanon, Tennessee. The branch
locations are new facilities with the exception of the Watertown and Gladeville
offices which have been remodeled to serve the needs of the customer base
effectively. The Bank owns five of these branch facilities and leases the
Lebanon facility at Tennessee Boulevard under a long term lease. The Wal-Mart
Super Center branch has a five year lease for the space used at the Lebanon
Wal-Mart location. The Finance Company's principal place of business is at 502
West Main Street, Lebanon, Tennessee in a building which the Bank leases. The
Bank also leases space at three locations within Wilson County where it
maintains and operates automatic teller machines. The Bank purchased a trailer
in early 1997 which can be used as a bank facility for use at new branch
locations of the Company while a permanent building is being constructed.
DCB has a new bank facility at 576 West Broad Street in Smithville, Tennessee,
containing approximately 6,800 square feet of space, which serves as the main
office of DCB. In addition, DCB has a new branch facility which opened on
December 6, 1997 and is located at 306 Brush Creek Road in Alexandria,
Tennessee. This branch facility contains approximately 2,400 square feet and
will serve the eastern portion of DeKalb County. CBSC is currently leasing
office space at 1210 Main Street North. A site has been selected to build a
permanent building during 1998.
ITEM 3. LEGAL PROCEEDINGS
There were no material legal proceedings pending at December 31, 1997, against
the Company, the Bank, DCB, CBSC or the Finance Company.
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
1997.
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 58 of the Company's
1997 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 12 of the Company's 1997
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 as set forth
for this item on pages 13 through 23 of the Company's 1997 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 Company's rate sensitivity
position has an important impact on earnings. Senior management of the Company
meets monthly to analyze the rate sensitivity position. These meetings focus 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,
1997.
EXPECTED MATURITY DATE -- FISCAL YEAR ENDED DECEMBER 31,
------------------------------------------------------- Fair
(Dollars in thousands) 1998 1999 2000 2001 2002 Thereafter Total Value
-------- ------ ------ ----- ----- ---------- ------ ------
HELD FOR PURPOSES OTHER THAN TRADING
Earning assets:
Loans, net of unearned interest:
Variable rate $ 62,300 10,411 10,511 5,788 5,207 198 94,415 94,415
Average interest rate 9.03% 8.23% 9.87% 9.03% 9.03% 8.75% 9.03%
Fixed rate 63,631 13,110 16,752 19,308 18,750 14,590 146,141 145,873
Average interest rate 9.22% 10.04% 10.58% 10.27% 10.26% 8.36% 9.64%
Securities 7,558 5,744 9,316 3,310 7,255 28,314 61,497 61,793
Average interest rate 7.87% 7.10% 7.19% 6.80% 6.78% 6.51% 6.88%
Loans held for sale 4,092 -- -- -- -- -- 4.092 4,092
Average interest rate 5.38% -- -- -- -- -- 5.38%
Federal funds sold 17,657 -- -- -- -- -- 17,657 17,657
Average interest rate 5.13% -- -- -- -- -- 5.13%
Interest-bearing deposits 240,093 26,619 16,277 1,133 123 23 284,268 285,438
Average interest rate 4.91% 5.93% 6.02% 6.22% 6.08% 6.00% 5.07%
Short-term borrowings 4,580 -- -- -- -- -- 4,560 4,560
Average interest rate 4.82% -- -- -- -- -- 4.82%
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 24
through 57 and on page 24, respectively, of the Company's 1997 Annual Report and
are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
25
27
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 "Proposal No. 1: 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 (45) - Mr. Clemons is President and Chief
Executive Officer 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 (53) - 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 (45) - 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.
Currently, Mr. Richerson is an Executive Vice President and Senior Loan
Officer of the Bank and oversees the branch administration for the
Bank.
Larry Squires (45) - 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 (40) - 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, branch manager, construction lending, retail marketing,
automobile lending, loan administration, operations analyst and most
recently Vice President. His principal duties include overseeing the
Bank's lending function and loan operations.
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 "Security
Ownership of Certain Beneficial Owners and Management" 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 captions "Certain
Relationships and Related Transactions" and "Personnel Committee Interlocks and
Insider Participation" in the Company's Proxy Statement and is incorporated
herein by reference.
26
28
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]
27
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 23, 1998
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 March 23, 1998
- ------------------------------ Executive Officer
J. Randall Clemons and Director
/s/ Becky Taylor Principal March 23, 1998
- ------------------------------ Accounting Officer
Becky Taylor and Chief Financial
Officer
/s/ Charles Bell Director March 23, 1998
- ------------------------------
Charles Bell
/s/ Jack W. Bell Director March 23, 1998
- ------------------------------
Jack W. Bell
/s/ Mackey Bentley Director March 23, 1998
- ------------------------------
Mackey Bentley
/s/ James F. Comer Director March 23, 1998
- ------------------------------
James F. Comer
/s/ Jerry L. Franklin Director March 23, 1998
- ------------------------------
Jerry L. Franklin
/s/ John B. Freeman Director March 23, 1998
- ------------------------------
John B. Freeman
28
30
Signature Title Date
--------- ----- ----
/s/ Marshall Griffith Director March 23, 1998
- ------------------------------
Marshall Griffith
/s/ Harold R. Patton Director March 23, 1998
- ------------------------------
Harold R. Patton
/s/ James Anthony Patton Director March 23, 1998
- ------------------------------
James Anthony Patton
/s/ John R. Trice Director March 23, 1998
- ------------------------------
John R. Trice
/s/ Robert T. VanHooser, Jr. Director March 23, 1998
- ------------------------------
Robert T. VanHooser, Jr.
29
31
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).
13.1 Selected Portions of the Wilson Bank Holding Company Annual Report to
Shareholders for the year ended December 31, 1997, incorporated by
reference into Items 5, 6, 7, 7A and 8.
21.1 Subsidiaries of the Company.
27 Financial Data Schedule (for SEC use only)
30