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UNITED STATES FORM 10-K |
| (Mark One) | |
| x Annual Report Pursuant to Section 13 or 15(d) of the Exchange Act of 1934 | |
| For the fiscal year ended: December 31, 2004 | |
| or | |
| o Transition Report Pursuant to Secton 13 or 15(d) of the Securities Exchange Act of 1934 | |
| Commission file number 0-6253 | |
| SIMMONS FIRST NATIONAL CORPORATION | |
| (Exact name of registrant as specified in its charter) | |
| Arkansas | 71-0407808 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification No.) |
| 501 Main Street, Pine Bluff, Arkansas | 71601 |
| (Address of principal executive offices) | (Zip Code) |
| (870) 541-1000 | |
| (Registrant’s telephone number, including area code) | |
| Securities registered pursuant to Section 12(b) of the Act: | |
| Title of Each Class | Name of Each Exchange on Which Registered |
| None | None |
| Securities registered pursuant to Section 12(g) of the Act: | |
| Common Stock, $0.01 par value | |
| (Title of Class) | |
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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. x Yes o No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge in definitive proxy or in information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). x Yes o No The aggregate market value of the Registrant’s Common Stock, par value $0.01 per share, held by non-affiliates on June 30, 2004, was $338,710,924 based upon the last trade price as reported on the Nasdaq National Market® of $26.03. The number of shares outstanding of the Registrant’s Common Stock as of February 4, 2005 was 14,372,008. Part III is incorporated by reference from the Registrant’s Proxy Statement relating to the Annual Meeting of shareholders to be held on April 12, 2005. |
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Introduction The Company has chosen to combine our Annual Report to Shareholders with our Form 10-K, which is a document that U.S. public companies file with the Securities and Exchange Commission every year. Many readers are familiar with “Part II” of the Form 10-K, as it contains the business information and financial statements that were included in the financial sections of our past Annual Reports. These portions include information about our business that the Company believes will be of interest to investors. The Company hopes investors will find it useful to have all of this information available in a single document. The Securities and Exchange Commission allows the Company to report information in the Form 10-K by “incorporated by reference” from another part of the Form 10-K, or from the proxy statement. You will see that information is “incorporated by reference” in various parts of our Form 10-K. A more detailed table of contents for the entire Form 10-K follows: FORM 10-K INDEX |
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PART I The Company and the Banks Simmons First National Corporation (the “Company”) is a financial holding company registered under the Bank Holding Company Act of 1956. The Gramm-Leach-Bliley-Act (“GLB Act”) has substantially increased the financial activities that certain banks, bank holding companies, insurance companies and securities brokerage companies are permitted to undertake. Under the GLB Act, expanded activities in insurance underwriting, insurance sales, securities brokerage and securities underwriting not previously allowed for banks and bank holding companies are now permitted upon satisfaction of certain guidelines concerning management, capitalization and satisfaction of the applicable Community Reinvestment Act guidelines for the banks. Generally these new activities are permitted for bank holding companies whose banking subsidiaries are well managed, well capitalized and have at least a satisfactory rating under the Community Reinvestment Act. A bank holding company must apply to become a financial holding company and the Board of Governors of the Federal Reserve System must approve its application. The Company’s application to become a financial holding company was approved by the Board of Governors on March 13, 2000. The Company has reviewed the new activities permitted under the Act. If the appropriate opportunity presents itself, the Company is interested in expanding into other financial services. The Company was the largest publicly traded financial holding company headquartered in Arkansas with consolidated total assets of $2.4 billion, consolidated loans of $1.6 billion, consolidated deposits of $2.0 billion and total equity capital of $238 million as of December 31, 2004. The Company owns eight community banks in Arkansas. Upon the completion of recently announced acquisitions, the Company’s banking subsidiaries will conduct their operations through 80 offices, of which 78 are financial centers, located in 45 communities in Arkansas. Simmons First National Bank (the “Bank”) is the Company’s lead bank. The Bank is a national bank, which has been in operation since 1903. The Bank’s primary market area, with the exception of its nationally provided credit card product, is Central and Western Arkansas. At December 31, 2004 the Bank had total assets of $1.2 billion, total loans of $761 million and total deposits of $942 million. Simmons First Trust Company N.A., a wholly owned subsidiary of the Bank, performs the trust and fiduciary business operations for the Bank as well as the Company. Simmons First Investment Group, Inc. (‘SFIG”), a wholly owned subsidiary of the Bank, which is a broker-dealer registered with the Securities and Exchange Commission (SEC) and a member of the National Association of Securities Dealers (NASD), performs the broker-dealer operations of the Bank. Simmons First Bank of Jonesboro (“Simmons/Jonesboro”) is a state bank, which was acquired in 1984. Simmons/Jonesboro’s primary market area is Northeast Arkansas. At December 31, 2004, Simmons/Jonesboro had total assets of $230 million, total loans of $194 million and total deposits of $205 million. Simmons First Bank of South Arkansas (“Simmons/South”) is a state bank, which was acquired in 1984. Simmons/South’s primary market area is Southeast Arkansas. At December 31, 2004, Simmons/South had total assets of $131 million, total loans of $70 million and total deposits of $115 million. Simmons First Bank of Northwest Arkansas (“Simmons/Northwest”) is a state bank, which was acquired in 1995. Simmons/Northwest’s primary market area is Northwest Arkansas. At December 31, 2004, Simmons/Northwest had total assets of $243 million, total loans of $174 million and total deposits of $211 million. Simmons First Bank of Russellville (“Simmons/Russellville”) is a state bank, which was acquired in 1997. Simmons/Russellville’s primary market area is Russellville, Arkansas. At December 31, 2004, Simmons/Russellville had total assets of $190 million, total loans of $121 million and total deposits of $143 million. Simmons First Bank of Searcy (“Simmons/Searcy”) is a state bank, which was acquired in 1997. Simmons/Searcy’s primary market area is Searcy, Arkansas. At December 31, 2004, Simmons/Searcy had total assets of $126 million, total loans of $89 million and total deposits of $99 million. Simmons First Bank of El Dorado, N.A. (“Simmons/El Dorado”) is a national bank, which was acquired in 1999. Simmons/El Dorado’s primary market area is South Central Arkansas. At December 31, 2004, Simmons/El Dorado had total assets of $200 million, total loans of $96 million and total deposits of $168 million. |
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Simmons First Bank of Hot Springs (“Simmons/Hot Springs”) is a state bank, which was acquired in 2004. Simmons/Hot Springs’ primary market area is Hot Springs, Arkansas. At December 31, 2004, Simmons/Hot Springs had total assets of $151 million, total loans of $66 million and total deposits of $108 million. The Company’s subsidiaries provide complete banking services to individuals and businesses throughout the market areas they serve. Services include consumer (credit card, student and other consumer), real estate (construction, single family residential and other commercial) and commercial (commercial, agriculture and financial institutions) loans, checking, savings and time deposits, trust and investment management services, and securities and investment services. Loan Risk Assessment As a part of the ongoing risk assessment, the Bank has a Loan Loss Reserve Committee that meets monthly to review the adequacy of the allowance for loan losses. The Committee reviews the status of past due, non-performing and other impaired loans on a loan-by-loan basis, including historical loan loss information, except for loans such as credit cards, 1-4 family owner occupied residential real estate loans and other consumer loans, which are collectively evaluated based on recent loss experience and current economic conditions. The allowance for loan losses is determined based upon the aforementioned factors and allocated to the individual loan categories. Also, an unallocated reserve is established to compensate for the uncertainty in estimating loan losses, including the possibility of improper risk ratings and specific reserve allocations. The Committee reviews their analysis with management and the Bank’s Board of Directors on a monthly basis. The Company has an independent loan review department. For the Bank, this department reviews the allowance for loan loss on a monthly basis, performs an independent loan analysis and prepares a detailed report on their analysis of the adequacy of the allowance for loan losses on a quarterly basis. This quarterly report is presented to the Bank’s Board of Directors. The Board of Directors of the other subsidiary banks review the adequacy of their allowance for loan losses on a monthly basis giving consideration to past due loans, non-performing loans, other impaired loans and current economic conditions. Monthly, the other subsidiary banks loan information is provided to the Company’s loan review department for their review. The loan review department prepares a detailed report of their analysis of the allowance for loan losses for each bank approximately twice a year. This report is then presented to the Company’s Audit and Security Committee. As a follow up, approximately twice a year, the loan review department performs an on-site detailed review of the loan files to verify the accuracy of information being provided on a monthly basis. Growth Strategy The Company’s growth strategy is to primarily focus on the State of Arkansas. More specifically, the Company is interested in expansion by opening new financial centers or by acquisitions of financial centers with $200 million or more in total assets in growth or strategic markets. For example in 2005, the Company is planning three additional branch locations in the Little Rock/Conway metropolitan area, two in the Fayetteville/Springdale/Rogers metropolitan area and one in the Fort Smith metropolitan area. While new financial centers can be dilutive to earnings in the short-term, the Company believes they will reward shareholders in the intermediate and long-term. With an increased presence in Arkansas, ongoing investments in technology, and enhanced products and services, the Company is in position to meet the customer demands of the State of Arkansas. Competition The activities engaged in by the Company and its subsidiaries are highly competitive. In all aspects of its business, the Company encounters intense competition from other banks, lending institutions, credit unions, savings and loan associations, brokerage firms, mortgage companies, industrial loan associations, finance companies, and several other financial and financial service institutions. The amount of competition among commercial banks and other financial institutions has increased significantly over the past few years since the deregulation of the banking industry. The Company’s subsidiary banks actively compete with other banks and financial institutions in their efforts to obtain deposits and make loans, in the scope and type of services offered, in interest rates paid on time deposits and charged on loans and in other aspects of commercial banking. |
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The Company’s banking subsidiaries are also in competition with major national and international retail banking establishments, brokerage firms and other financial institutions within and outside Arkansas. Competition with these financial institutions is expected to increase, especially with the increase in interstate banking. Employees As of December 31, 2004, the Company and its subsidiaries had approximately 1,100 full time equivalent employees. None of the employees are represented by any union or similar groups, and the Company has not experienced any labor disputes or strikes arising from any such organized labor groups. The Company considers its relationship with its employees to be good. Executive Officers of the Company The following is a list of all executive officers of the Company. The Board of Directors elects executive officers annually. |
| NAME | AGE | POSITION | YEARS SERVED | ||
| J. Thomas May | 58 | Chairman, President and Chief Executive Officer | 18 | ||
| Barry L. Crow | 61 | Executive Vice President and Chief Operating Officer | 34 | ||
| Tommie K. Jones | 57 | Senior Vice President and Human Resources Director | 30 | ||
| Robert A. Fehlman | 40 | Senior Vice President and Chief Financial Officer | 16 | ||
| John L. Rush | 70 | Secretary | 37 | ||
Board of Directors of the Company The following is a list of the Board of Directors of the Company as of December 31, 2004, along with their principal occupation. |
| NAME | PRINCIPAL OCCUPATION | |
| William E. Clark | Chairman and Chief Executive Officer | |
| CDI Contractors, LLC | ||
| Steven A. Cosse’ | Senior Vice President and General Counsel | |
| Murphy Oil Corporation | ||
| Lara F. Hutt, III | President | |
| Hutt Building Material Company, Inc. | ||
| George A. Makris, Jr. | President | |
| M.K. Distributors, Inc. | ||
| J. Thomas May | Chairman, President and Chief Executive Officer | |
| Simmons First National Corporation | ||
| David R. Perdue | Vice President | |
| JDR, Inc. | ||
| Harry L. Ryburn, D.D.S. | Orthodontist | |
| Henry F. Trotter, Jr. | President | |
| Trotter Ford, Lincoln, Mercury, Toyota | ||
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SUPERVISION AND REGULATION The Company The Company, as a bank holding company, is subject to both federal and state regulation. Under federal law, a bank holding company generally must obtain approval from the Board of Governors of the Federal Reserve System (“FRB”) before acquiring ownership or control of the assets or stock of a bank or a bank holding company. Prior to approval of any proposed acquisition, the FRB will review the effect on competition of the proposed acquisition, as well as other regulatory issues. The federal law generally prohibits a bank holding company from directly or indirectly engaging in non-banking activities. This prohibition does not include loan servicing, liquidating activities or other activities so closely related to banking as to be a proper incident thereto. Bank holding companies, including the Company, which have elected to qualify as financial holding companies are authorized to engage in financial activities. Financial activities include any activity that is financial in nature or any activity that is incidental or complimentary to a financial activity. As a financial holding company, the Company is required to file with the FRB an annual report and such additional information as may be required by law. From time to time, the FRB examines the financial condition of the Company and its subsidiaries. The FRB, through civil and criminal sanctions, is authorized to exercise enforcement powers over bank holding companies (including financial holding companies) and non-banking subsidiaries, to limit activities that represent unsafe or unsound practices or constitute violations of law. The Company is subject to certain laws and regulations of the State of Arkansas applicable to financial and bank holding companies, including examination and supervision by the Arkansas Bank Commissioner. Under Arkansas law, a financial or bank holding company is prohibited from owning more than one subsidiary bank, if any subsidiary bank owned by the holding company has been chartered for less than 5 years and, further, requires the approval of the Arkansas Bank Commissioner for any acquisition of more than 25% of the capital stock of any other bank located in Arkansas. No bank acquisition may be approved if, after such acquisition, the holding company would control, directly or indirectly, banks having 25% of the total bank deposits in the State of Arkansas, excluding deposits of other banks and public funds. Legislation enacted in 1994, allows bank holding companies (including financial holding companies) from any state to acquire banks located in any state without regard to state law, provided that the holding company (1) is adequately capitalized, (2) is adequately managed, (3) would not control more than 10% of the insured deposits in the United States or more than 30% of the insured deposits in such state, and (4) such bank has been in existence at least five years if so required by the applicable state law. Subsidiary Banks Simmons First National Bank, Simmons/El Dorado and Simmons First Trust Company N.A., as national banking associations, are subject to regulation and supervision, of which regular bank examinations are a part, by the Office of the Comptroller of the Currency of the United States (“OCC”). Simmons/Jonesboro, Simmons/South, Simmons/Northwest and Simmons/Hot Springs, as state chartered banks, are subject to the supervision and regulation, of which regular bank examinations are a part, by the Federal Deposit Insurance Corporation (“FDIC”) and the Arkansas State Bank Department. Simmons/Russellville and Simmons/Searcy, as state chartered member banks, are subject to the supervision and regulation, of which regular bank examinations are a part, by the Federal Reserve Board and the Arkansas State Bank Department. The lending powers of each of the subsidiary banks are generally subject to certain restrictions, including the amount, which may be lent to a single borrower. Prior to passage of the GLB Act in 1999, the subsidiary banks, with numerous exceptions, were subject to the application of the laws of the State of Arkansas, regarding the limitation of the maximum permissible interest rate on loans. The Arkansas limitation for general loans was 5% over the Federal Reserve Discount Rate, with an additional maximum limitation of 17% per annum for consumer loans and credit sales. Certain loans secured by first liens on residential real estate and certain loans controlled by federal law (e.g., guaranteed student loans, SBA loans, etc.) were exempt from this limitation; however, a substantial portion of the loans made by the subsidiary banks, including all credit card loans, have historically been subject to this limitation. The GLB Act included a provision which sets the maximum interest rate on loans made in Arkansas, by banks with Arkansas as their home state, at the greater of the rate authorized by Arkansas law or the highest rate permitted by any of the out-of-state banks which maintain branches in Arkansas. An action was brought in the Western District of Arkansas, attacking the validity of the statute in 2000. Subsequently, the District Court issued a decision upholding the statute, and during October 2001, the Eighth Circuit Court of Appeals upheld the statute on appeal. Thus, in the fourth quarter of 2001, the Company began to implement the changes permitted by the GLB Act. |
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All of the Company’s subsidiary banks are members of the FDIC, which currently insures the deposits of each member bank to a maximum of $100,000 per deposit relationship. For this protection, each bank pays a statutory assessment to the FDIC each year. Federal law substantially restricts transactions between banks and their affiliates. As a result, the Company’s subsidiary banks are limited in making extensions of credit to the Company, investing in the stock or other securities of the Company and engaging in other financial transactions with the Company. Those transactions, which are permitted, must generally be undertaken on terms at least as favorable to the bank, as those prevailing in comparable transactions with independent third parties. Potential Enforcement Action for Bank Holding Companies and Banks Enforcement proceedings seeking civil or criminal sanctions may be instituted against any bank, any financial or bank holding company, any director, officer, employee or agent of the bank or holding company, which is believed by the federal banking agencies to be violating any administrative pronouncement or engaged in unsafe and unsound practices. In addition, the FDIC may terminate the insurance of accounts, upon determination that the insured institution has engaged in certain wrongful conduct, or is in an unsound condition to continue operations. Risk-Weighted Capital Requirements for the Company and the Banks Since 1993, banking organizations (including financial holding companies, bank holding companies and banks) were required to meet a minimum ratio of Total Capital to Total Risk-Weighted Assets of 8%, of which at least 4% must be in the form of Tier 1 Capital. A well-capitalized institution is one that has at least a 10% “total risk-based capital” ratio. For a tabular summary of the Company’s risk-weighted capital ratios, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Capital” and Note 19 of the Notes to Consolidated Financial Statements. A banking organization’s qualifying total capital consists of two components: Tier 1 Capital and Tier 2 Capital. Tier 1 Capital is an amount equal to the sum of common shareholders’ equity, hybrid capital instruments (instruments with characteristics of debt and equity) in an amount up to 25% of Tier 1 Capital, certain preferred stock and the minority interest in the equity accounts of consolidated subsidiaries. For bank holding companies and financial holding companies, goodwill may not be included in Tier 1 Capital. Identifiable intangible assets may be included in Tier 1 Capital for banking organizations, in accordance with certain further requirements. At least 50% of the banking organization’s total regulatory capital must consist of Tier 1 Capital. Tier 2 Capital is an amount equal to the sum of the qualifying portion of the allowance for loan losses, certain preferred stock not included in Tier 1, hybrid capital instruments (instruments with characteristics of debt and equity), certain long-term debt securities and eligible term subordinated debt, in an amount up to 50% of Tier 1 Capital. The eligibility of these items for inclusion as Tier 2 Capital is subject to certain additional requirements and limitations of the federal banking agencies. Under the risk-based capital guidelines, balance sheet assets and certain off-balance sheet items, such as standby letters of credit, are assigned to one of four-risk weight categories (0%, 20%, 50%, or 100%), according to the nature of the asset, its collateral or the identity of the obligor or guarantor. The aggregate amount in each risk category is adjusted by the risk weight assigned to that category, to determine weighted values, which are then added to determine the total risk-weighted assets for the banking organization. For example, an asset, such as a commercial loan, assigned to a 100% risk category, is included in risk-weighted assets at its nominal face value, but a loan secured by a one-to-four family residence is included at only 50% of its nominal face value. The applicable ratios reflect capital, as so determined, divided by risk-weighted assets, as so determined. |
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Federal Deposit Insurance Corporation Improvement Act The Federal Deposit Insurance Corporation Improvement Act (“FDICIA”), enacted in 1991, requires the FDIC to increase assessment rates for insured banks and authorizes one or more “special assessments,” as necessary for the repayment of funds borrowed by the FDIC or any other necessary purpose. As directed in FDICIA, the FDIC has adopted a transitional risk-based assessment system, under which the assessment rate for insured banks will vary, according to the level of risk incurred in the bank’s activities. The risk category and risk-based assessment for a bank is determined from its classification, pursuant to the regulation, as well capitalized, adequately capitalized or undercapitalized. FDICIA substantially revised the bank regulatory provisions of the Federal Deposit Insurance Act and other federal banking statutes, requiring federal banking agencies to establish capital measures and classifications. Pursuant to the regulations issued under FDICIA, a depository institution will be deemed to be well capitalized if it significantly exceeds the minimum level required for each relevant capital measure; adequately capitalized if it meets each such measure; undercapitalized if it fails to meet any such measure; significantly undercapitalized if it is significantly below any such measure; and critically undercapitalized if it fails to meet any critical capital level set forth in regulations. The federal banking agencies must promptly mandate corrective actions by banks that fail to meet the capital and related requirements, in order to minimize losses to the FDIC. The FDIC and OCC advised the Company that the subsidiary banks have been classified as well capitalized under these regulations. The federal banking agencies are required by FDICIA to prescribe standards for banks and bank holding companies (including financial holding companies), relating to operations and management, asset quality, earnings, stock valuation and compensation. A bank or bank holding company that fails to comply with such standards will be required to submit a plan designed to achieve compliance. If no plan is submitted or the plan is not implemented, the bank or holding company would become subject to additional regulatory action or enforcement proceedings. A variety of other provisions included in FDICIA may affect the operations of the Company and the subsidiary banks, including new reporting requirements, revised regulatory standards for real estate lending, “truth in savings” provisions, and the requirement that a depository institution give 90 days prior notice to customers and regulatory authorities before closing any branch. Securities and Exchange Commission Filings The Company maintains an Internet website at www.simmonsfirst.com. On this website under the section, investor relations - documents, the Company makes its filings with the Securities and Exchange Commission available free of charge. The principal offices of the Company and the Bank consist of an eleven-story office building and adjacent office space, located in the central business district of the city of Pine Bluff, Arkansas. The Company and its subsidiaries own or lease additional offices throughout the State of Arkansas. As of December 31, 2004, the Company’s eight banks are conducting financial operations from 80 offices, of which 78 are financial centers, in 45 communities throughout Arkansas. The Company and/or its subsidiary banks have various unrelated legal proceedings, most of which involve loan foreclosure activity pending, which, in the aggregate, are not expected to have a material adverse effect on the financial position of the Company and its subsidiaries. However, on October 1, 2003, an action in Pulaski County Circuit Court was filed by Thomas F. Carter, Tena P. Carter and certain related entities against Simmons First Bank of South Arkansas and Simmons First National Bank alleging wrongful conduct by the Banks in the collection of certain loans. The plaintiffs are seeking $2,000,000 in compensatory damages and $10,000,000 in punitive damages. The Company has filed a Motion to Dismiss. At this time, no basis for any material liability has been identified. The Banks plan to vigorously defend the claims asserted in the suit. |
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| Quartely Dividends Per Common Share |
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| Price Per Common Share |
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| High | Low | ||||||||||
| 2004 | |||||||||||
| 1st quarter | $ | 30.39 | $ | 25.81 | $ | 0.14 | |||||
| 2nd quarter | 28.54 | 23.21 | 0.14 | ||||||||
| 3rd quarter | 27.17 | 22.65 | 0.14 | ||||||||
| 4th quarter | 30.05 | 25.40 | 0.15 | ||||||||
| 2003 | |||||||||||
| 1st quarter | $ | 18.45 | $ | 17.06 | $ | 0.125 | |||||
| 2nd quarter | 21.50 | 18.13 | 0.130 | ||||||||
| 3rd quarter | 26.31 | 20.90 | 0.130 | ||||||||
| 4th quarter | 28.90 | 23.95 | 0.140 | ||||||||
As of February 4, 2005, there were 1,490 shareholders of record of the Company’s Common Stock. The Company’s policy is to declare regular quarterly dividends based upon the Company’s earnings, financial position, capital requirements and such other factors deemed relevant by the Board of Directors. This dividend policy is subject to change, however, and the payment of dividends by the Company is necessarily dependent upon the availability of earnings and the Company’s financial condition in the future. The payment of dividends on the Common Stock is also subject to regulatory capital requirements. The Company’s principal source of funds for dividend payments to its stockholders is dividends received from its subsidiary banks. Under applicable banking laws, the declaration of dividends by the Bank and Simmons/El Dorado in any year, in excess of its net profits, as defined, for that year, combined with its retained net profits of the preceding two years, must be approved by the Office of the Comptroller of the Currency. Further, as to Simmons/Jonesboro, Simmons/Northwest, Simmons/South, Simmons/Hot Springs, Simmons/Russellville and Simmons/Searcy regulators have specified that the maximum dividends state banks may pay to the parent company without prior approval is 75% of the current year earnings plus 75% of the retained net earnings of the preceding year. At December 31, 2004, approximately $12.7 million was available for the payment of dividends by the subsidiary banks without regulatory approval. For further discussion of restrictions on the payment of dividends, see “Quantitative and Qualitative Disclosures About Market Risk - Liquidity and Market Risk Management,” and Note 19 of Notes to Consolidated Financial Statements. |
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Recent Sales of Unregistered Securities The following transactions are sales of unregistered shares of Common Stock of the registrant, for the fourth quarter of 2004, which were issued to executive and senior management officers upon the exercise of rights granted under one of the Company’s stock option plans. No underwriters were involved and no underwriter’s discount or commissions were involved. Exemption from registration is claimed under Section 4(2) of the Securities Act of 1933 as private placements. The Company received cash and/or exchanged shares of the Company’s Common Stock as the consideration for the transactions. |
| Identity | Date of Sale | Number of Shares |
Price (1) | Type of Transaction | ||||
| 2 Officers | October, 2004 | 2,400 | 12.83335 | Incentive Stock Option | ||||
| 1 Officer | November, 2004 | 600 | 10.25000 | Incentive Stock Option | ||||
| 1 Officer | November, 2004 | 400 | 10.56250 | Incentive Stock Option | ||||
| 6 Officers | November, 2004 | 1,780 | 12.21875 | Incentive Stock Option | ||||
| 8 Officers | November, 2004 | 9,000 | 12.83335 | Incentive Stock Option | ||||
| 1 Officer | November, 2004 | 300 | 21.83335 | Incentive Stock Option | ||||
| 5 Officers | December, 2004 | 4,500 | 10.25000 | Incentive Stock Option | ||||
| 2 Officers | December, 2004 | 600 | 10.56250 | Incentive Stock Option | ||||
| 10 Officers | December, 2004 | 3,000 | 12.21875 | Incentive Stock Option | ||||
| 1 Officer | December, 2004 | 2,400 | 12.83335 | Incentive Stock Option | ||||
| 3 Officers | December, 2004 | 320 | 16.00000 | Incentive Stock Option | ||||
| 3 Officers | December, 2004 | 1,200 | 22.62500 | Incentive Stock Option | ||||
| 1 Officer | December, 2004 | 200 | 23.78000 | Incentive Stock Option | ||||
| —————— | |
| Notes: | |
| 1. | The per share price paid for incentive stock options represents the fair market value of the stock as determined under the terms of the Plan on the date the incentive stock option was granted to the officer. The price paid and numbers of shares issued have been adjusted to reflect the effect of the 50% stock dividend paid on December 6, 1996 and the two for one stock split on May 1, 2003. |
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Stock Repurchase At the beginning of the calendar year 2004, the Company had a stock repurchase program, which authorized the repurchase of up to 800,000 common shares. On May 25, 2004, the Company announced the substantial completion of the existing stock repurchase program and the adoption by the Board of Directors of a new repurchase program. The new program authorizes the repurchase of up to 5% of the outstanding Common Stock, or 733,485 shares. Under the repurchase program, there is no time limit for the stock repurchases, nor is there a minimum number of shares the Company intends to repurchase. The Company may discontinue purchases at any time that management determines additional purchases are not warranted. The shares are to be purchased from time to time at prevailing market prices, through open market or unsolicited negotiated transactions, depending upon market conditions. The Company intends to use the repurchased shares to satisfy stock option exercise, payment of future stock dividends and general corporate purposes. During the fourth quarter of 2004, the Company executed no share repurchases and 665,520 shares remain available under the current repurchase plan. On January 27, 2005, the Company repurchased 250,000 shares of its Common Stock from a single shareholder in a private transaction at $26.00 per share. This repurchase transaction was separately negotiated and was not part of the Company’s ongoing stock repurchase program. Forward Looking Statements Certain statements contained in this Annual Report may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as “anticipate,” “estimate,” “expect,” “foresee,” “may,” “might,” “will,” “would,” “could” or “intend,” future or conditional verb tenses, and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to the Company’s future growth, revenue, assets, asset quality, profitability and customer service, critical accounting policies, net interest margin, non-interest revenue, market conditions related to the Company’s stock repurchase program, allowance for loan losses, the effect of certain new accounting standards on the Company’s financial statements, income tax deductions, credit quality, the level of credit losses from lending commitments, net interest revenue, interest rate sensitivity, loan loss experience, liquidity, capital resources, market risk, earnings, effect of pending litigation, acquisition strategy, legal and regulatory limitations and compliance and competition. |
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| SELECTED CONSOLIDATED FINANCIAL DATA |
| Years Ended December 31 (1) | |||||||||||||||||
(In thousands, |
2004 | 2003 | 2002 | 2001 | 2000 | ||||||||||||
| Income statement data: | |||||||||||||||||
| Net interest income | $ | 85,636 | $ | 77,870 | $ | 75,708 | $ | 67,405 | $ | 67,061 | |||||||
| Provision for loan losses | 8,027 | 8,786 | 10,223 | 9,958 | 7,531 | ||||||||||||
| Net interest income after provision | |||||||||||||||||
| for loan losses | 77,609 | 69,084 | 65,485 | 57,447 | 59,530 | ||||||||||||
| Non-interest income | 40,847 | 38,717 | 35,303 | 33,569 | 30,355 | ||||||||||||
| Non-interest expense | 82,527 | 73,117 | 69,013 | 68,130 | 62,556 | ||||||||||||
| Provision for income taxes | 11,483 | 10,894 | 9,697 | 6,358 | 8,460 | ||||||||||||
| Net income | 24,446 | 23,790 | 22,078 | 16,528 | 18,869 | ||||||||||||
| Per share data: | |||||||||||||||||
| Basic earnings | 1.68 | 1.69 | 1.56 | 1.16 | 1.30 | ||||||||||||
| Diluted earnings | 1.65 | 1.65 | 1.54 | 1.15 | 1.29 | ||||||||||||
| Diluted operating earnings (2) | 1.68 | 1.62 | 1.54 | 1.15 | 1.29 | ||||||||||||
| Book value | 16.29 | 14.89 | 13.97 | 12.87 | 12.07 | ||||||||||||
| Dividends | 0.57 | 0.53 | 0.48 | 0.44 | 0.40 | ||||||||||||
| Balance sheet data at period end: | |||||||||||||||||
| Assets | 2,413,944 | ||||||||||||||||