UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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, 2002
or
[ ] Transition Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
for the transition period from to
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Commission File Number: 1-13949
LOCAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 65-0424192
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3601 N. W. 63rd
Oklahoma City, OK 73116
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (405) 841-2100
Securities registered pursuant to Section 12(b) of the Act:
Common Stock (par value $0.01 per share)
Senior Notes Due 2004
Trust Preferred Securities at $25 per share
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act: None
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 Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes [ ] No [X]
There were 17,802,923 shares of the Registrant's Common Stock outstanding as of
the close of business on March 5, 2003. The aggregate market value of the
Registrant's Common Stock held by non-affiliates was approximately $280.3
million (based upon the closing price of $16.31 on June 28, 2002, as reported on
the NASDAQ National Market System).
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Form 10-K incorporates by reference certain information from
the Registrant's definitive proxy statement for the 2003 Annual Meeting of
Stockholders.
LOCAL FINANCIAL CORPORATION
INDEX
Part I.
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Item 4A. Executive Officers of the Registrant
Part II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Part III.
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
Item 14. Controls and Procedures
Part IV.
Item 15. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
Signatures
Certifications
Index to Financial Statements
Index of Exhibits
2
PART I
ITEM 1. BUSINESS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
A number of the presentations and disclosures in this Form 10-K,
including any statements preceded by, followed by or which include the words
"may," "could," "should," "will," "would," "hope," "might," "believe," "expect,"
"anticipate," "estimate," "intend," "plan," "assume" or similar expressions
constitute forward-looking statements.
These forward-looking statements, implicitly and explicitly, include
the assumptions underlying the statements and other information with respect to
our beliefs, plans, objectives, goals, expectations, anticipations, estimates,
intentions, financial condition, results of operations, future performance and
business, including our expectations and estimates with respect to our revenues,
expenses, earnings, return on equity, return on assets, efficiency ratio, asset
quality and other financial data and capital and performance ratios.
Although we believe that the expectations reflected in our
forward-looking statements are reasonable, these statements involve risks and
uncertainties that are subject to change based on various important factors
(some of which are beyond our control). The following factors, among others,
could cause our financial performance to differ materially from our goals,
plans, objectives, intentions, expectations and other forward-looking
statements:
o the strength of the United States economy in general and the
strength of the regional and local economies within Oklahoma;
o the effects of, and changes in, trade, monetary and fiscal
policies and laws, including interest rate policies of the
Board of Governors of the Federal Reserve System;
o inflation, interest rate, market and monetary fluctuations;
o our timely development of new products and services in a
changing environment, including the features, pricing and
quality of our products and services compared to the products
and services of our competitors;
o the willingness of users to substitute competitors' products
and services for our products and services;
o the impact of changes in financial services policies, laws and
regulations, including laws, regulations and policies
concerning taxes, banking, securities and insurance, and the
application thereof by regulatory bodies;
o technological changes;
o changes in consumer spending and savings habits; and
o regulatory or judicial proceedings.
If one or more of the factors affecting our forward-looking information
and statements proves incorrect, then our actual results, performance or
achievements could differ materially from those expressed in, or implied by,
forward-looking information and statements contained in this Form 10-K.
Therefore, we caution you not to place undue reliance on our forward-looking
information and statements.
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We do not intend to update our forward-looking information and
statements, whether written or oral, to reflect change. All forward-looking
statements attributable to us are expressly qualified by these cautionary
statements.
THE COMPANY
General. Local Financial Corporation ("Local Financial" or the
"Company") is the holding company for Local Oklahoma Bank, National Association,
("Local" or the "Bank"). The Company was chartered in 1992 as a Delaware
corporation. Local Financial and the Bank are headquartered in Oklahoma City,
Oklahoma. References to "Local" or the "Bank" refer to Local and its
subsidiaries on a consolidated basis, as the context requires.
At December 31, 2002, the Company had consolidated assets of $2.8
billion, substantially all of which is comprised of its 100% ownership interest
in the Bank, including consolidated deposits of $1.8 billion and consolidated
stockholders' equity of $167.9 million.
As of September 18, 2002, the Bank is the third largest Oklahoma-based
bank ranked on total deposits. Its deposits of $1.8 billion at December 31,
2002, represent approximately five percent of the Oklahoma market. The Company
and/or Local are presently regulated and examined by the Office of the
Comptroller of the Currency (the "OCC"), the Board of Governors of the Federal
Reserve System (the "FRB"), and the Federal Deposit Insurance Corporation (the
"FDIC") and Local's deposit accounts are insured up to applicable limits by the
FDIC.
The Company's executive offices are located at 3601 NW 63rd Street,
Oklahoma City, Oklahoma 73116-2087. The Company posts its reports filed under
the Securities Exchange Act of 1934 as amended (the "Exchange Act") on its
web-site at www.localok.com as soon as reasonably practical after filing.
BUSINESS STRATEGY
Local's business strategy is to provide its customers with the range of
banking products and services of a regional bank while retaining the appeal and
level of individualized service of a community bank. Management feels that the
Company is well positioned to attract new customers and increase its market
share. The key components of its strategy are:
o Focus on Commercial Lending and Community Presence of the
Commercial Lending Officers. Local's corporate lending unit is
focused on commercial lending within Oklahoma. The Bank has
added experienced lending officers with strong community ties
and banking relationships. Although Local continues to
originate commercial loans throughout the United States
through a network of mortgage bankers and correspondent banks,
it has increased its emphasis on the origination of commercial
loans within Oklahoma.
o Strong Commitment to Highly-Personalized,
Relationship-Oriented Customer Service. Management believes
that the consolidation among financial institutions in
Oklahoma has created significant opportunities for the Bank
due to the perceived lack of attention being paid by many
large regional and national banks to certain customers,
primarily our Bank's targeted customer base of small to
medium-sized businesses (up to $100 million in annual sales),
professionals and other individuals. Local emphasizes
personalized client relationships and provides its customers
with customized financial services that address their
particular needs. In addition, the Company has streamlined its
credit approval process which management believes permits it
to process loan requests more efficiently than many of its
larger competitors.
o Expanded Product Offering. The Company provides its customers
with a full range of consumer and commercial products and
services. The consumer services include checking and savings
accounts, certificates of deposit, IRAs, various loans, safe
deposit boxes,
4
professional financial planning and online banking. Also
offered are commercial services including online commercial
banking, commercial checking, commercial lending, cash
management and investment services and real estate loans. The
Company continues to explore the addition of financial
services that it does not currently offer in an effort to
diversify and increase its fee income, strengthen its customer
relationships and broaden its product lines. The Company
operates Local Securities Corporation, a registered
broker-dealer that offers retail investment products to its
customers through the branch offices.
o Strategic Branch Locations. The Bank currently has 52 branch
offices located primarily in the major metropolitan areas of
Oklahoma City, Tulsa and Lawton, which are more densely
populated and have a higher number of businesses as compared
to other areas in Oklahoma. The Bank is working to expand the
market presence of its existing offices in these metropolitan
areas while continuing to explore other markets within
Oklahoma that present opportunities for growth.
o Selective Acquisitions. Since 1998, the Company has expanded
its franchise through strategic acquisitions designed to
increase its deposits and branch office locations. In February
1998, the Company acquired Green Country Bank, which had three
branch offices in northeastern Oklahoma. In October 1998, the
Company acquired Citizens Bank, with five offices in Lawton
and one in Norman, Oklahoma. These two acquisitions
contributed $281.5 million in assets and $238.7 million in
deposits as of the respective acquisition dates. In October
1999, Local Financial acquired Guthrie Federal Savings Bank
with one office north of Oklahoma City. Through this
acquisition, the Company acquired $45.0 million in assets and
$36.7 million in deposits. In November 2002, the Bank acquired
U.S. National Bank of Midwest City, Oklahoma with assets of
$37.0 million and deposits of $33.1 million. This acquisition
substantially broadened Local's presence in the Midwest City
market where it now services approximately $103.9 million of
deposits. The Company intends to continue to evaluate
financial information about companies, which may lead to the
acquisition of such companies. However, Local Financial
currently has no agreements or understandings to acquire all
or part of any other company.
RISKS RELATING TO THE COMPANY'S BUSINESS STRATEGY
o The Company's level of credit risk is increasing due to the
expansion of its commercial and consumer lending, the lack of
seasoning of these loan portfolios and the concentration on
middle market customers with heightened vulnerability to
economic conditions. The commercial loan portfolio has
expanded significantly since the formation of a new corporate
lending unit in 1998. At December 31, 1997, commercial loans
totaled $646.5 million or 66.4% of the loan portfolio. At
December 31, 2002, this portfolio has increased to $1.7
billion or 80.2% of the loan portfolio. The level of credit
risk has increased as a result of this shift in the loan
portfolio mix. Commercial real estate loans generally are
considered riskier than single-family residential loans
because they have larger balances to a single borrower or
group of related borrowers. Commercial business loans involve
risks because the borrower's ability to repay the loan
typically depends primarily on the successful operation of the
business or the property securing the loan. Most of the
commercial business loans are made to middle market customers
who may have a heightened vulnerability to economic
conditions. Moreover, all of these loans have been made by the
Company in the last several years and the borrowers may not
have experienced a complete business or economic cycle.
Consumer loans are dependent on the borrower's continuing
financial stability, and are more likely to be adversely
affected by job loss, divorce, illness and personal
bankruptcy.
o Changes in interest rates could adversely impact the Company's
financial condition and results of operations. The Company's
ability to make a profit, like that of most financial
5
institutions, substantially depends upon its net interest
income, which is the difference between the interest income
earned on its interest-earning assets, such as loans and
investment securities, and the interest expense paid on its
interest-bearing liabilities, such as deposits and borrowings.
Certain assets and liabilities, however, may react in
different degrees to changes in market interest rates.
Further, interest rates on some types of assets and
liabilities may fluctuate prior to changes in broader market
interest rates, while rates on other types of assets may lag
behind. Additionally, some of the assets, such as
adjustable-rate mortgages, have features, including payment
and rate caps, which restrict changes in their interest rates.
Factors such as inflation, recession, unemployment, money
supply, international disorders, instability in domestic and
foreign financial markets, and other factors beyond the
Company's control may affect interest rates. Changes in market
interest rates will also affect the level of voluntary
prepayments on its loans and on its mortgage-backed
securities, resulting in the receipt of proceeds that the
Company may have to reinvest at a lower rate than the loan or
mortgage-backed security being prepaid. Although the Company
pursues an asset-liability management strategy designed to
control its risk from changes in market interest rates,
changes in interest rates can still have a material adverse
effect on its profitability.
o The Company's allowance for loan losses may not be sufficient
to cover actual loan losses that may be experienced. Loan
customers may not repay their loans according to the terms of
their loans, and the collateral securing the payment of these
loans may be insufficient to assure repayment. The Company may
experience significant credit losses, which could have a
material adverse effect on its operating results. The Company
makes various assumptions and judgments about the
collectibility of its loan portfolio, including the
creditworthiness of its borrowers and the value of the real
estate and other assets serving as collateral for the
repayment of many of its loans. In determining the size of the
allowance for loan losses, the Company relies on experience
and evaluation of the economic conditions. If assumptions
prove to be incorrect, the current allowance for loan losses
may not be sufficient to cover losses inherent in the loan
portfolio and adjustments may be necessary to allow for
different economic conditions or adverse developments in the
loan portfolio.
o A significant amount of the Company's loans are concentrated
in Oklahoma, and adverse conditions in Oklahoma could
negatively impact its operations. Because of the current
concentration of the Company's loan origination activities in
Oklahoma, in the event of adverse economic, political or
business developments or natural hazards that may affect
Oklahoma and the ability of property owners and businesses in
Oklahoma to make payments of principal and interest on the
underlying loans, the Company could likely experience higher
rates of loss and delinquency on its loans than if the loans
were made more geographically diversified, which could have an
adverse effect on the Company's results of operations or
financial condition.
o The Company depends on key personnel. The growth and
transition to a commercial bank have depended in large part on
the efforts of the executive officers and team of experienced
lending officers. Lending officers have primary contact with
the customers and maintain strong community ties and personal
banking relationships with the customer base, one of the key
aspects of the Company's business strategy and in increasing
its market presence. The unexpected loss of services of one or
more of these key employees could have a material adverse
effect on the Company's operations.
o The Company may not be able to continue to implement aspects
of its growth strategy. The Company's growth strategy
contemplates the future expansion of its business and
operations, possibly through the addition of new product lines
and the acquisition or establishment of
6
new offices. Implementing these aspects of the growth strategy
depends in part on its ability to successfully identify
acquisition opportunities that will complement the Company's
commercial banking approach and to successfully integrate
their operations with the Company's. If the Company is unable
to effectively implement its growth strategy, its business may
be adversely affected.
o The Company's loan origination business requires it to
maintain access to stable funding sources. The Company intends
to continue to grow internally by increasing loan
originations, particularly commercial loans within Oklahoma.
In order to successfully increase its loan originations, the
Company will need access to sufficient funds in order to fund
expected loan growth. The Company currently funds
substantially all of the loans it originates through deposits,
Federal Home Loan Bank advances and, to a lesser extent,
internally generated funds and other borrowings. As of
December 31, 2002, the Company had $264.5 million of
additional borrowing capacity with the Federal Home Loan Bank
("FHLB") of Topeka. The Bank competes for deposits primarily
on the basis of rates and, as a consequence, the Bank could
experience difficulties in attracting deposits to fund its
operations if it does not continue to offer deposit rates at
levels that are competitive with other financial institutions.
To the extent it is unable to maintain its currently available
funding sources or access new funding sources on favorable
terms, it may have to reduce or curtail its loan origination
activities. Any such event would have a material adverse
effect on the Company's results of operations and financial
condition.
o Competition with other financial institutions could adversely
affect the Company's profitability. The Company faces
substantial competition in originating loans and in attracting
deposits. This competition in originating loans comes
principally from other banks, savings institutions, mortgage
banking companies, consumer finance companies, insurance
companies and other institutional lenders and purchasers of
loans. In attracting deposits, the Bank competes with insured
depository institutions such as savings institutions, credit
unions and other banks, as well as institutions offering
uninsured investment alternatives including money market
funds. These competitors may offer higher interest rates than
the Company does, which could result in either attracting
fewer deposits or in being required to increase its rates in
order to attract deposits. Increased deposit competition could
increase the Company's cost of funds and adversely affect its
ability to generate the funds necessary for its lending
operations, thereby adversely affecting the results of
operations. A number of institutions with which the Company
competes have significantly greater assets, capital and other
resources and many of such institutions have made investments
in technology, which are difficult for the Company to match.
In addition, many competitors are not subject to the same
extensive federal regulation that governs the Company's
business. As a result, many competitors have advantages over
the Company in conducting certain businesses and providing
certain services.
Local expects increased competition. For a variety of reasons
including legislative developments relating to interstate
branching and the ownership of financial institutions, the
consolidation within the financial services industry will
likely continue. For Local, this trend means that the number
of locally owned financial institutions will decrease and that
the Bank will increasingly compete against larger regional and
national banks. While these larger regional and national banks
will likely attract the largest Oklahoma businesses (sales
over $100 million), Local believes that these large banks are
unable to provide the relationship-oriented, customer service
that Local provides its target customer base of small and
medium-sized businesses, professionals and other individuals.
Although the Bank has been able to compete effectively in its
market areas to date, it can offer no assurance that the Bank
will
7
continue to do so in the future, especially with the rapid
changes occurring within the financial services industry.
o Changes in statutes and regulations could adversely affect the
Company. The Company is subject to extensive federal and state
legislation, regulation, examination and supervision. Proposed
and future legislation and regulations may have a material
adverse effect on the Company's business and operations. The
Company's success depends on its continued ability to maintain
compliance with these regulations. Some of these regulations
may increase costs and thus place other financial institutions
in stronger, more favorable competitive positions. The Company
cannot predict what restrictions may be imposed upon it with
future legislation.
LENDING ACTIVITIES
General. In 1999, the Bank converted from a federal savings bank to a
national bank and shifted its lending activities to focus increasingly on the
origination of commercial loans within the Oklahoma market. The Bank has pursued
this market by adding experienced lending officers with strong community ties
and banking relationships. The Bank will continue its historical patterns of
originating residential and consumer loans through its own branch network and,
in the case of commercial real estate loans, through a network of real estate
brokers, mortgage bankers and unaffiliated financial institutions.
The following table presents information on the Bank's consolidated loan
portfolio as of the dates indicated (dollars in thousands):
DECEMBER 31,
-----------------------------------------------------------------------------------------
2002 2001 2000 1999 1998
------------- ------------- ------------- ------------- -------------
Commercial(1) $ 1,695,293 $ 1,593,432 $ 1,425,382 $ 1,183,368 $ 927,682
Residential real estate 212,862 215,408 250,487 362,351 344,565
Consumer 196,945 184,663 195,430 161,327 101,738
Held for sale 8,576 6,263 5,922 6,801 16,188
------------- ------------- ------------- ------------- -------------
Total loans 2,113,676 1,999,766 1,877,221 1,713,847 1,390,173
Less:
Allowance for loan losses (29,532) (27,621) (28,345) (28,297) (27,901)
------------- ------------- ------------- ------------- -------------
Loans receivable, net $ 2,084,144 $ 1,972,145 $ 1,848,876 $ 1,685,550 $ 1,362,272
============= ============= ============= ============= =============
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(1) Commercial loans are composed of business loans and commercial real
estate loans (which includes loans secured by multi-family residential
properties).
Loan Origination and Review. The lending activities of the Bank are
subject to the written, non-discriminatory underwriting standards and loan
origination procedures established by the Bank's Board of Directors and
management. Loan originations are obtained by a variety of sources, including
direct customer solicitations, referrals from real estate brokers, mortgage
bankers, unaffiliated financial institutions, existing customers, walk-in
customers and advertising. In its present marketing efforts, the Bank emphasizes
its customized personal service, competitive rates, and an efficient
underwriting and approval process.
The Bank's underwriting procedures are designed to streamline the
credit approval process. The Bank's increasing emphasis on commercial and
consumer loans and its desire to meet customer needs require quicker response
times than those traditionally used in a commercial bank environment. The Bank
relies, in the case of residential real estate and consumer loans, on a credit
scoring system and, in the case of commercial loans, on a peer or senior officer
approval process, depending on the size of the loan. The Bank's credit review
procedures are designed to ensure the overall integrity of its loan
8
portfolio. Management believes its credit approval and review processes are
comparable to those used by other regional and national banks.
Commercial Loans. At December 31, 2002 and 2001, the Bank's commercial
loans amounted to $1.7 billion and $1.6 billion or 80.2% and 79.7%,
respectively, of the total loan portfolio. Management believes commercial
lending affords the Bank the greatest opportunity for market growth. The Bank's
current commercial loan portfolio consists of fixed-rate and adjustable-rate
loans secured by commercial real estate, inventory, receivables, equipment
and/or general corporate assets of the borrowers. Local's commercial business
lending activities are generally directed toward small to medium size Oklahoma
companies with annual sales up to $100 million. Commercial business loans
generally have annual maturities and prime-based interest rates. On a selective
basis, the Bank originates and purchases commercial real estate loans secured by
properties located throughout the United States. Commercial real estate loans
generally have terms to maturity of between five and ten years and amortize over
a period of up to 30 years.
The Bank imposes an in-house lending limit, which is below the
statutory lending limit. While the OCC statutory limit is 15% of an
institution's unimpaired capital and surplus (or with respect to the Bank,
approximately $37.6 million at December 31, 2002), management of the Bank
generally restricts single loans to $15 million in size, but may have exposure
to any single borrower up to the legal lending limit.
Single-Family Residential Real Estate Loans. At December 31, 2002 and
2001, the Bank's single-family residential mortgage loan portfolio amounted to
$212.9 million and $215.4 million or 10.1% and 10.8%, respectively, of the total
loan portfolio. Most of the Bank's single-family residential mortgage loans are
secured by properties located in the state of Oklahoma. The majority of the
single-family residential loan portfolio consists of conforming loans (i.e., not
insured or guaranteed by a federal agency) with an average balance of below
$100,000 per loan. The single-family residential loan portfolio was originated
through a centralized residential loan origination center. Currently, the
Company retains most of its 15-year loan originations and closes most 30-year
loan originations through third party mortgage companies.
Consumer Loans. Consumer loans totaled $205.5 million and $190.9
million or 9.7% and 9.5% of the total loan portfolio as of December 31, 2002 and
2001, respectively, and consisted of home equity loans, deposit secured loans,
automobile loans, property improvement loans, overdrafts, and personal loans.
Total consumer loans included $8.6 million and $6.3 million, respectively, in
guaranteed student loans held for sale. Local originates consumer loans bearing
both fixed and prime-based interest rates, primarily with terms of up to five
years, other than second mortgage loans, which may have longer terms. Under the
Bank's home equity underwriting guidelines, loans are restricted to not more
than $100,000, and the loan-to-value may not exceed 90% at origination (although
this is not typical of most loans). Loans are originated directly through the
branch network.
ASSET QUALITY
Loan Delinquencies. When a borrower fails to make a required payment on
a loan, the Bank attempts to cure the deficiency by contacting the borrower and
seeking payment. Contacts are generally made following the 15th day after a
payment is due (30th day in the case of commercial loans), at which time a late
payment is assessed. In most cases, deficiencies are cured promptly. If a
delinquency extends beyond 15 days (30 days in the case of commercial loans),
the loan and payment history are reviewed and efforts are made to collect the
loan. While the Bank generally prefers to work with borrowers to resolve such
problems, when it appears no other alternatives are available, legal action is
instituted.
Nonperforming Assets. All loans are reviewed on a regular basis and are
placed on non-accrual status when, in the opinion of management, the collection
of additional interest is deemed insufficient to warrant further accrual. As a
matter of policy, the Bank does not accrue interest on loans past due 90
9
days or more except when the estimated value of the collateral and collection
efforts are deemed sufficient to ensure full recovery. Consumer loans generally
are charged off when the loan becomes over 120 days delinquent. Interest accrued
and unpaid at the time a loan is placed on non-accrual status is charged against
interest income. Subsequent payments are either applied to the outstanding
principal balance or recorded as interest income, depending on the assessment of
the ultimate collectibility of the loan. See Item 7 hereof, "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Nonperforming Assets and Allowances for Loan Losses".
Assets acquired through foreclosure and repossession are recorded at
estimated fair value, net of estimated selling costs at the date of foreclosure
or repossession. The values of assets acquired through foreclosure and
repossession are monitored by the Bank continually through sales and rental
activities, and by updated appraisals and other valuation methods when needed.
The Company records the gain or loss on sale and net income and expense from
assets acquired through foreclosure and repossessions in other noninterest
expense in the accompanying consolidated statements of operations.
Classified Assets. The Bank adheres to internal procedures and controls
to review and classify its assets. All assets are reviewed on a periodic basis.
If warranted, all or a portion of any assets exhibiting the characteristics of
risk associated with specific classifications are assigned those
classifications. To monitor loans and to establish loss reserves, the Bank
classifies its assets into the following six categories: pass, watch, special
mention, substandard, doubtful, and loss. Under federal regulations, each
insured institution must classify its assets on a regular basis. In connection
with examinations of insured institutions, federal examiners have authority to
identify problem assets and, if appropriate, classify them. Watch assets have
all the characteristics of acceptable credit, but warrant more than the normal
level of supervision. Special mention assets is a category established and
maintained for assets which do not currently expose an insured institution to a
sufficient degree of risk to warrant classification as substandard, doubtful or
loss. Substandard assets have one or more defined weaknesses and are
characterized by the distinct possibility that the insured institution will
sustain some loss if the deficiencies are not corrected. Doubtful assets have
the weaknesses of substandard assets, with the additional characteristic that
the weaknesses make collection or liquidation in full on the basis of currently
existing facts, conditions and values questionable, and there is a high
possibility of loss. An asset classified loss is considered uncollectble and of
such little value that continuance as an asset of the institution is not
warranted. If an asset or portion thereof is classified loss, the insured
institution must either establish specific allowances for loan losses in the
amount of 100% of the portion of the asset classified loss, or charge-off such
amount. Federal examiners may disagree with an insured institution's
classifications and amounts reserved.
Allowance for Loan Losses. The Bank has established valuation
allowances for estimated inherent losses in its loan portfolio by charging
earnings for estimated losses on loans, including the related accrued interest,
using a specific and percentage reserve method. The allowance for loan losses is
established and maintained through a periodic review and evaluation of various
elements, which affect the loans' collectibility and any additional allowances
required result in provisions for loan losses.
The adequacy of the Bank's allowance for loan loss is assessed on a
loan-by-loan basis for all commercial loans and on a portfolio basis for
residential and consumer loans based on delinquency status. As described above,
each individual commercial loan is assigned a risk classification by the
responsible loan manager. Depending upon their risk classification, these loans
are placed on a review cycle either annually or quarterly. All loans with risk
classifications of special mention, substandard or doubtful are reviewed
quarterly and all large loans are reviewed at least annually by officers of the
loan review department. These officers are independent of the loan origination
and underwriting process. During this review, the appropriateness of the
assigned risk classification is assessed, giving consideration to numerous
factors, including a review of individual borrowers' financial status, credit
standing, available collateral and other relevant factors. On a quarterly basis,
loss factors are applied to the basic risk classifications to determine the
allowance for loan loss. The loss factors are established by management
10
based on a number of quantitative and qualitative factors including levels and
trends of past due and nonaccrual loans; past levels and trends on asset
classifications; change in volume and mix of loans; and collateral values.
Although the risk classification and loss factor process set forth above is used
as a discipline in the establishment of the minimum allowance required, it is
not a substitute for sound judgment. Prevailing and anticipated economic
conditions, portfolio trends and other relevant factors are considered in
management's assessment of the overall adequacy of the allowance. These other
relevant factors include (i) change in lending policies and procedures,
including underwriting standards and collection, charge-off and recovery
practices, (ii) changes in the nature and volume of the portfolio, (iii) changes
in the experience, ability and depth of lending management and staff, (iv)
change in the quality of the Bank's loan review system and the degree of
oversight by the institution's Board of Directors, (v) the existence and effect
of any concentration of credit and changes in the level of such concentration
and (vi) the effect of external factors such as competition on the Bank's
current portfolio. For more information, see Item 7 hereof, "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Nonperforming Assets and Allowance for Loan Losses".
INVESTMENT ACTIVITIES
The Bank's securities portfolio is managed in accordance with a written
investment policy adopted by the Board of Directors and administered by the
Bank's Asset/Liability Committee. All transactions must be approved by the
Asset/Liability Committee and reported to the Board of Directors.
The Bank is authorized to invest in obligations issued or fully
guaranteed by the U.S. Government, certain federal agency obligations, certain
time deposits, negotiable certificates of deposit issued by commercial banks and
other insured financial institutions, investment grade corporate debt securities
and other specified investments such as mortgage-backed and related securities.
The Bank invests in mortgage-backed and related securities, including
collateralized mortgage participation certificates, which are insured or
guaranteed by U.S. Government agencies and government sponsored enterprises.
Mortgage-backed securities (which also are known as mortgage participation
certificates or pass-through certificates) represent a participation interest in
a pool of single-family or multi-family mortgages, the principal and interest
payments on which are passed from the mortgage originators, through
intermediaries (generally U.S. Government agencies and government sponsored
enterprises) that pool and repackage the participation interests in the form of
securities, to investors such as the Bank. Such U.S. Government agencies and
government-sponsored enterprises, which guarantee the payment of principal and
interest to investors, primarily include the Federal Home Loan Mortgage
Corporation ("FHLMC"), the Federal National Mortgage Association ("FNMA") and
the Government National Mortgage Association ("GNMA").
Mortgage-backed securities typically are issued with stated principal
amounts, and the securities are backed by pools of mortgages that have loans
with interest rates that are within a range and have varying maturities. The
characteristics of the underlying pool of mortgages, i.e., fixed-rate or
adjustable-rate, as well as prepayment risk, are passed on to the certificate
holder. The term of a mortgage-backed pass-through security thus approximates
the term of the underlying mortgages.
The Bank's mortgage-backed and related securities include
collateralized mortgage obligations, or CMOs, which include securities issued by
entities which have qualified under the Internal Revenue Code of 1986, as
amended (the "Code"), as real estate mortgage investment conduits.
SOURCES OF FUNDS
General. Deposits are the primary source of the Bank's funds for
lending and other investment purposes. In addition to deposits, the Bank derives
funds from loan principal repayments, advances from the FHLB of Topeka and
securities sold under agreements to repurchase. Loan repayments are a relatively
stable source of funds, while deposit inflows and outflows as well as securities
sold under
11
agreements to repurchase are significantly influenced by general interest rates
and money market conditions. Borrowings may be used on a short-term basis to
compensate for reductions in the availability of funds from other sources. They
may also be used on a longer-term basis for general business purposes.
Deposits. As of December 31, 2002, the Bank accepted deposits through
its 52 branch offices. Deposits are solicited on a regular basis directly
through the Bank's customer base and through various advertising media within
its market. The Bank offers several savings account and checking account plans
to its customers. Among savings account plans, the Bank offers basic savings,
short-term and long-term certificates of deposit, a variable rate IRA/Keogh and
regular IRAs and Keoghs. The Bank offers checking account plans that range from
a no-fee, no-interest plan to a variable-fee, bundled product plan that includes
services or products such as personalized checks, ATM cards, overdraft
protection, no annual fee Visa/MasterCard membership, safe deposit box
discounts, cash management, lock box services and assistance with travelers
checks.
Interest rates paid, maturity terms, service fees and withdrawal
penalties are established by the Bank on a periodic basis. Determination of
rates and terms are predicated on funds acquisition and liquidity requirements,
rates paid by competitors, growth goals and federal regulations.
As of December 31, 2002, the aggregate amount of outstanding time
certificates of deposit in amounts greater than or equal to $100,000 was
approximately $251.1 million. The following table presents the maturity of these
time certificates of deposit at such date (dollars in thousands):
December 31, 2002
-----------------
3 months or less $ 89,131
Over 3 months through 6 months 36,919
Over 6 months through 12 months 49,576
Over 12 months 75,493
---------------
$ 251,119
===============
Borrowings. The Bank is a member of the Federal Home Loan Bank System
and is authorized to apply for secured advances from the FHLB of Topeka. The
Bank uses advances from the FHLB System to meet short-term liquidity needs and
investment activities.
In a 1997 private placement, the Company issued $80.0 million of Senior
Notes which are due in September 2004 and which bear interest at the rate of
11.0%, payable semi-annually. During 2002, 2001 and 2000, the Company purchased
and retired $250,000, $19.6 million and $34.1 million of Senior Notes resulting
in a $7,000, $1.6 million and $922,000 loss, net of tax, respectively. At
December 31, 2002, there were $21.3 million of Senior Notes outstanding.
Unamortized deferred issuance costs were approximately $289,000 at December 31,
2002 and are included in other assets as of such date. For additional
information, see Note 9 of the Notes to Consolidated Financial Statements in
Item 8 hereof.
During 2000, the Bank implemented commercial deposit cash management
services to accommodate the needs of large commercial borrowers. As part of this
program, commercial customers are offered a cash sweep account service, which
consists of the sale of unpledged securities at a guaranteed rate with the
Bank's agreement to repurchase those securities the next day. These cash sweep
accounts totaled $59.7 million and $38.7 million at December 31, 2002 and 2001,
respectively, and are shown on the consolidated statements of financial
condition as "Securities sold under agreements to repurchase".
Capital Issuances. During the fourth quarter of 2001, Local Financial
Capital Trust I (the "Trust") (a Delaware business trust and wholly-owned
finance subsidiary of Local Financial) issued cumulative trust preferred
securities in a public offering for gross proceeds of $40.3 million. The
securities bear interest at a rate of 9.00% and mature in 2031. The proceeds
from the sale of the trust preferred securities and the
12
issuance of $1.2 million in common securities to Local Financial were used by
the Trust to purchase approximately $41.5 million of 9% junior subordinated
debentures of Local Financial which have the same payment terms as the trust
preferred securities. Local Financial will pay interest on the debentures to the
Trust, which will in turn pay dividends on the trust preferred securities and
the common securities.
In July and October 2002, the Company formed Local Financial Capital
Trusts II and III (the "Trusts") to facilitate each trust issuing adjustable
rate cumulative trust preferred securities in private placements for aggregate
proceeds of approximately $20.0 million. These securities bear interest rates of
3.625% and 3.45% over six and three month LIBOR, respectively, and both mature
in 2032. The proceeds from the sale of the trust preferred securities and the
issuance of $310,000 each in common securities to Local Financial were used by
the Trusts to purchase approximately $20.6 million of adjustable rate junior
subordinated debentures of Local Financial, which bear interest and have the
same payment terms as the trust preferred securities. As above, Local Financial
will pay interest on the debentures to the Trusts, which will in turn pay
dividends on the trust preferred securities and the common securities.
All outstanding trust preferred issues are included in the Company's
consolidated statement of financial condition under the caption "Mandatorily
Redeemable Trust Preferred Securities". See Note 10 to the Notes to Consolidated
Financial Statements included in Item 8 herein. All interest on the debentures
is tax deductible. Total unamortized deferred issuance costs of approximately
$2.3 million were capitalized and are included in other assets as of December
31, 2002.
Segments. The Company operates as one segment. It uses primarily the
consolidated financial statements presented herein for purposes of assessing
performance and making operating decisions about the Company. Neither Trust I,
II or III qualifies as an operating segment under SFAS No. 131 and have no
independent operations and no functions other than the issuance of securities
and the related purchase of the debentures from the Company and to distribute
payments thereon to the holders of its securities. Local has one active
operating subsidiary, Local Securities Corporation ("Local Securities"), a
registered broker-dealer under the Exchange Act, which provides retail
investment products to customers of Local. While Local Securities qualifies as a
separate operating segment, it is not considered material to the consolidated
financial statements for the purposes of making operating decisions and does not
meet the 10% threshold for disclosure under Statement of Financial Accounting
Standards ("SFAS") No. 131, "Disclosure About Segments of an Enterprise and
Related Information".
REGULATION AND SUPERVISION
The following discussion sets forth the material elements of the
regulatory framework applicable to bank holding companies and their
subsidiaries, and provides certain specific information relevant to Local
Financial. This regulatory framework primarily is intended for the protection of
depositors and the deposit insurance funds that insure deposits of banks, and
not for the protection of security holders. To the extent that the following
information describes statutory and regulatory provisions, it is qualified in
its entirety by reference to those provisions. A change in the statutes,
regulations or regulatory policies applicable to Local Financial or its
subsidiaries may have a material effect on its business.
General. As a bank holding company, Local Financial is subject to
regulation under the Bank Holding Company Act of 1956, as amended, and to
inspection, examination and supervision by the FRB. Under the Bank Holding
Company Act, bank holding companies generally may not acquire ownership or
control of any company, including a bank, without the prior approval of the FRB.
In addition, bank holding companies generally may engage, directly or
indirectly, only in banking and those other activities as are determined by the
FRB to be closely related to banking. Under legislation adopted in 1999, certain
bank holding companies can elect to become financial holding companies and
engage in broader financial activities. See "The Gramm-Leach-Bliley Act" below.
Various governmental requirements, including Sections 23A and 23B of
the Federal Reserve Act, as amended, limit borrowings by Local Financial and its
non-bank subsidiaries from Local, and also limit
13
various other transactions between Local Financial and its non-bank
subsidiaries, on the one hand, and Local, on the other. The FRB has also
recently issued Regulation W which codifies prior regulations under Sections 23A
and 23B and provides interpretive guidance with respect to affiliate
transactions. See "Regulation W" below.
Local, as a bank, is subject to extensive supervision, examination and
regulation by Federal bank regulatory authorities. Local Financial and its
subsidiaries are also affected by the fiscal and monetary policies of the
Federal government and the FRB, and by various other governmental requirements
and regulations.
Liability for Local. Under FRB policy, a bank holding company is
expected to act as a source of financial and managerial strength to each of its
subsidiary banks and to commit resources to their support. This support may be
required at times when the bank holding company may not have the resources to
provide it. Similarly, under the cross-guarantee provisions of the Federal
Deposit Insurance Act, the FDIC can hold any FDIC-insured depository institution
liable for any loss suffered or anticipated by the FDIC in connection with (1)
the "default" of a commonly controlled FDIC-insured depository institution; or
(2) any assistance provided by the FDIC to a commonly controlled FDIC-insured
depository institution "in danger of default."
Capital Requirements. Local Financial is subject to risk-based capital
requirements and guidelines imposed by the FRB, which are substantially similar
to the capital requirements and guidelines imposed by the OCC and the FDIC on
Local. For this purpose, a depository institution's or holding company's assets
and certain specified off-balance sheet commitments are assigned to four risk
categories, each weighted differently based on the level of credit risk that is
ascribed to those assets or commitments. In addition, risk-weighted assets are
adjusted for low-level recourse and market-risk equivalent assets. A depository
institution or holding company's capital, in turn, is divided into three tiers:
o core, or "Tier 1", capital, which consists primarily of
stockholders' equity less certain identifiable intangible
assets and certain other assets;
o supplementary, or "Tier 2", capital, which includes, among
other items, certain other debt and equity investments that do
not qualify as Tier 1 capital; and
o market risk, or "Tier 3", capital, which includes qualifying
unsecured subordinated debt.
Like other bank holding companies, Local Financial currently is
required to maintain Tier 1 and "Total Capital" (the sum of Tier 1, Tier 2 and
Tier 3 capital) equal to at least 4% and 8% of its total risk-weighted assets
(including certain off-balance-sheet items, such as unused lending commitments
and standby letters of credit), respectively. At December 31, 2002, Local
Financial met both requirements, with Tier 1 and Total Capital equal to 9.64%
and 11.45%, respectively, of its total risk-weighted assets.
The FRB also requires bank holding companies to maintain a minimum
"Leverage Ratio", defined as Tier 1 capital to average adjusted total assets, of
3%, if the bank holding company has the highest regulatory rating and meets
certain other requirements, or of 3% plus an additional cushion of at least 1%
to 2%, if the bank holding company does not meet these requirements. At December
31, 2002, Local Financial's leverage ratio was 7.01%, which exceeded the minimum
leverage ratio to which it was subject.
The FRB may set capital requirements higher than the minimums noted
above for holding companies whose circumstances warrant it. For example, bank
holding companies experiencing or anticipating significant growth may be
expected to maintain strong capital positions substantially above the minimum
supervisory levels without significant reliance on intangible assets.
Furthermore, the FRB has indicated that it will consider a "Tangible Tier 1
Capital Leverage Ratio", which would deduct all intangibles and other indicia of
capital strength in evaluating proposals for expansion or new activities.
14
The Bank is subject to similar risk-based and leverage capital
requirements adopted by the OCC. Local was in compliance with the applicable
minimum capital requirements as of December 31, 2002.
Failure to meet capital requirements could subject Local to a variety
of enforcement remedies, including the termination of deposit insurance by the
FDIC, and to certain restrictions on its business, which are described
immediately below.
FDICIA. The Federal Deposit Insurance Corporation Improvement Act of
1991 ("FDICIA"), among other things, identifies five capital categories for
insured depository institutions - well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically undercapitalized
- and requires Federal bank regulatory agencies to implement systems for "prompt
corrective action" for insured depository institutions that do not meet minimum
capital requirements based on these categories. FDICIA imposes progressively
more restrictive constraints on operations, management and capital
distributions, depending on the category in which an institution is classified.
Unless a bank is well-capitalized, it is subject to restrictions on its ability
to offer brokered deposits and on certain other aspects of its operations. An
undercapitalized bank must develop a capital restoration plan and its parent
bank holding company must guarantee the bank's compliance with the plan up to
the lesser of 5% of a bank's assets at the time it became undercapitalized and
the amount needed to comply with the plan.
As of December 31, 2002, Local was well-capitalized, based on the
prompt corrective action ratios and guidelines described above. It should be
noted, however, that a bank's capital category is determined solely for the
purpose of applying the prompt corrective action regulations and that the
capital category may not constitute an accurate representation of the bank's
overall financial condition or prospects.
Dividend Restrictions. Federal and state statutory provisions limit the
amount of dividends that Local can pay to Local Financial without regulatory
approval. Dividend payments by national banks are limited to the lesser of:
o the level of undivided profits; and
o absent regulatory approval, an amount not in excess of net
income for the current year combined with retained net income
for the preceding two years.
At the beginning of the calendar year 2003, approximately $52.6 million
of the total stockholders' equity of Local was available for payment of
dividends to Local Financial without regulatory approval.
In addition, Federal bank regulatory authorities have authority to
prohibit Local from engaging in an unsafe or unsound practice in conducting
business. The payment of dividends, depending upon Local's financial condition
at the time of the proposed dividend payment, could be deemed to constitute an
unsafe or unsound practice. Local's ability to pay dividends in the future is
currently, and could be further, influenced by bank regulatory policies and
capital guidelines.
Deposit Insurance Assessments. The deposits of Local are insured up to
regulatory limits by the FDIC, and, accordingly, are subject to deposit
insurance assessments to maintain the Bank Insurance Fund (the "BIF"), which is
administered by the FDIC. The FDIC has adopted regulations establishing a
permanent risk-related deposit insurance assessment system. Under this system,
the FDIC places each insured bank in one of nine risk categories based on (1)
the bank's capitalization and (2) supervisory evaluations provided to the FDIC
by the institution's primary Federal regulator. Each insured bank's insurance
assessment rate is then determined by the risk category in which it is
classified by the FDIC. The annual insurance premiums on bank deposits insured
by the BIF currently vary between $0.00 per $100 of deposits for banks
classified in the highest capital and supervisory evaluation categories to $0.27
per $100 of deposits for banks classified in the lowest capital and supervisory
evaluation categories.
Interstate Banking and Branching. Under the Riegle-Neal Interstate
Banking and Branching Efficiency Act ("Interstate Act"), subject to certain
concentration limits and other requirements:
15
o bank holding companies, such as Local Financial, are permitted
to acquire banks and bank holding companies located in any
state;
o any bank that is a subsidiary of a bank holding company is
permitted to receive deposits, renew time deposits, close
loans, service loans and receive loan payments as an agent for
any other bank subsidiary of that bank holding company; and
o banks are permitted to acquire branch offices outside their
home states by merging with out-of-state banks, purchasing
branches in other states and establishing de novo branch
offices in other states. The ability of banks to acquire
branch offices through purchase or opening of other branches
is contingent, however, on the host state having adopted
legislation "opting in" to those provisions of the Interstate
Act. In addition, the ability of a bank to merge with a bank
located in another state is contingent on the host state not
having adopted legislation "opting out" of that provision of
the Interstate Act.
Control Acquisitions. The Change in Bank Control Act prohibits a person
or group of persons from acquiring "control" of a bank holding company unless
the FRB has been notified and has not objected to the transaction. Under a
rebuttable presumption established by the FRB, the acquisition of 10% or more of
a class of voting stock of a bank holding company with a class of securities
registered under Section 12 of the Exchange Act, such as Local Financial, would,
under the circumstances set forth in the presumption, constitute acquisition of
control of the bank holding company.
In addition, a company is required to obtain the approval of the FRB
under the Bank Holding Company Act before acquiring 25% (5% in the case of an
acquiror that is a bank holding company) or more of any class of outstanding
common stock of a bank holding company, or otherwise obtaining control or a
"controlling influence" over that bank holding company.
The Gramm-Leach-Bliley Act. In November 1999, the Gramm-Leach-Bliley
Financial Modernization Act of 1999 (the "GLBA") was signed into law, which
allows bank holding companies to engage in a wider range of nonbanking
activities, including greater authority to engage in securities and insurance
activities. Under the GLBA, a bank holding company that elects to become a
financial holding company may engage in any activity that the FRB, in
consultation with the Secretary of the Treasury, determines by regulation or
order is (1) financial in nature, (2) incidental to any such financial activity,
or (3) complementary to any such financial activity and does not pose a
substantial risk to the safety or soundness of depository institutions or the
financial system generally. The GLBA makes significant changes in U.S. banking
law, principally by repealing the restrictive provisions of the 1933
Glass-Steagall Act. The GLBA specifies certain activities that are deemed to be
financial in nature, including lending, exchanging, transferring, investing for
others, or safeguarding money or securities; underwriting and selling insurance;
providing financial, investment, or economic advisory services; underwriting,
dealing in or making a market in, securities; and any activity currently
permitted for bank holding companies by the FRB under section 4(c)(8) of the
Bank Holding Company Act. The GLBA does not authorize banks or their affiliates
to engage in commercial activities that are not financial in nature. A bank
holding company may elect to be treated as a financial holding company only if
all depository institution subsidiaries of the holding company are
well-capitalized, well-managed and have at least a satisfactory rating under the
Community Reinvestment Act. Local Financial has not elected to be a financial
holding company.
National banks are also authorized by the GLBA to engage, through
"financial subsidiaries", in any activity that is permissible for a financial
holding company (as described above) and any activity that the Secretary of the
Treasury, in consultation with the FRB, determines is financial in nature or
incidental to any such financial activity, except (1) insurance underwriting,
(2) real estate development or real estate investment activities (unless
otherwise permitted by law), (3) insurance company portfolio investments and (4)
merchant banking. The authority of a national bank to invest in a financial
subsidiary is subject to a number of conditions, including, among other things,
requirements that the bank must be well-managed
16
and well-capitalized (after deducting from the bank's capital outstanding
investments in financial subsidiaries). The GLBA provides that state banks may
invest in financial subsidiaries (assuming they have the requisite investment
authority under applicable state law) subject to the same conditions that apply
to national bank investments in financial subsidiaries.
The GLBA also contains a number of other provisions that affect Local
Financial's operations and the operations of all financial institutions. One of
the provisions relates to the financial privacy of consumers, authorizing
federal banking regulators to adopt rules that will limit the ability of banks
and other financial entities to disclose non-public information about consumers
to non-affiliated entities. These limitations require more disclosure to
consumers, and in some circumstances will require consent by the consumer before
information is allowed to be provided to a third party.
USA Patriot Act of 2001. In October 2001, the USA Patriot Act of 2001
(the "Patriot Act") was enacted in response to the terrorist attacks in New
York, Pennsylvania and Washington, D.C., which occurred on September 11, 2001.
The Patriot Act is intended to strengthen U.S. law enforcement's and the
intelligence communities' abilities to work cohesively to combat terrorism on a
variety of fronts. The potential impact of the Patriot Act on financial
institutions of all kinds is significant and wide ranging. The Patriot Act
contains sweeping anti-money laundering and financial transparency laws and
imposes various regulations, including standards for verifying client
identification at account opening, and rules to promote cooperation among
financial institutions, regulators and law enforcement entities in identifying
parties that may be involved in terrorism or money laundering.
Sarbanes-Oxley Act of 2002. On July 30, 2002, President Bush signed
into law the Sarbanes-Oxley Act of 2002 (the "SOA"). The stated goals of the SOA
are to increase corporate responsibility, to provide for enhanced penalties for
accounting and auditing improprieties at publicly traded companies and to
protect investors by improving the accuracy and reliability of corporate
disclosures pursuant to the securities laws.
The SOA is the most far-reaching U.S. securities legislation enacted in
some time. The SOA generally applies to all companies, both U.S. and non-U.S.,
that file or are required to file periodic reports with the SEC under the
Exchange Act. Given the extensive SEC role in implementing rules relating to
many of the SOA's new requirements, the final scope of these requirements
remains to be determined.
The SOA includes very specific additional disclosure requirements and
new corporate governance rules, requires the SEC and securities exchanges to
adopt extensive additional disclosure, corporate governance and other related
rules and mandates further studies of certain issues by the SEC and the
Comptroller General. The SOA represents significant federal involvement in
matters traditionally left to state regulatory systems, such as the regulation
of the accounting profession, and to state corporate law, such as the
relationship between a board of directors and management and between a board of
directors and its committees.
The SOA addresses, among other matters: audit committees; certification
of financial statements by the chief executive office and the chief financial
officer; the forfeiture of bonuses and profits made by directors and senior
officers in the twelve month period covered by restated financial statements; a
prohibition on insider trading during pension plan back out periods; disclosure
of off-balance sheet transactions; a prohibition on personal loans to directors
and officers (excluding Federally insured financial institutions); expedited
filing requirements for stock transaction reports by officers and directors;
disclosure of a code of ethics and filing a Form 8-K for a change or waiver of
such code; "real time" filing of periodic reports; the formation of a public
accounting oversight board; auditor independence; and various increased criminal
penalties for violations of securities laws.
The SOA contains provisions that became effective upon enactment on
July 30, 2002 and provisions that will become effective from within 30 days to
one year from enactment. The SEC has been
17
delegated the task of enacting rules to implement various of the provisions with
respect to, among other matters, disclosure in periodic filings pursuant to the
Exchange Act.
Regulation W. Transactions between a bank and its "affiliates" are
governed by Sections 23A and 23B of the Federal Reserve Act. The FRB has also
recently issued Regulation W, which codifies prior regulations under Sections
23A and 23B of the Federal Reserve Act and provides interpretative guidance with
respect to affiliate transactions. Affiliates of a bank include, among other
entities, the Bank's holding company and companies that are under common control
with the Bank. The Company is considered to be an affiliate of the Bank. In
general, subject to certain specified exemptions, a bank or its subsidiaries are
limited in their ability to engage in "covered transactions" with affiliates:
o to an amount equal to 10% of the bank's capital and surplus,
in the case of covered transactions with any one affiliate;
and
o to an amount equal to 20% of the bank's capital and surplus,
in the case of covered transactions with all affiliates.
In addition, a bank and its subsidiaries may engage in covered
transactions and other specified transactions only on terms and under
circumstances that are substantially the same, or at least as favorable to the
bank or its subsidiary, as those prevailing at the time for comparable
transactions with nonaffiliated companies. A "covered transaction" includes:
o a loan or extension of credit to an affiliate;
o a purchase of, or an investment in, securities issued by an
affiliate;
o a purchase of assets from an affiliate, with some exceptions;
o the acceptance of securities issued by an affiliate as
collateral for a loan or extension of credit to any party; and
o the issuance of a guarantee, acceptance or letter of credit on
behalf of an affiliate.
In addition, under Regulation W:
o a bank and its subsidiaries may not purchase a low-quality
asset from an affiliate;
o covered transactions and other specified transactions between
a bank or its subsidiaries and an affiliate must be on terms
and conditions that are consistent with safe and sound banking
practices; and
o with some exceptions, each loan or extension of credit by a
bank to an affiliate must be secured by collateral with a
market value ranging from 100% to 130%, depending on the type
of collateral, of the amount of the loan or extension of
credit.
Regulation W generally excludes all non-bank and non-savings
association subsidiaries of banks from treatment as affiliates, except to the
extent that the FRB decides to treat these subsidiaries as affiliates.
Under the present exemption from compliance with the quantitative
limits and collateral requirements of Regulation W and Section 23A, a bank can
purchase loans, or other extensions of credit, from an affiliate without being
subject to the 10% and 20% limitation for "covered transactions" as long as:
o the extension of credit is originated by the affiliate;
o the bank makes an independent evaluation of the
creditworthiness of the borrower before the affiliate makes or
commits to make the extension of credit;
18
o the bank commits to purchase the extension of credit before
the affiliate makes or commits to make the extension of
credit;
o the bank does not make a blanket advance commitment to
purchase extensions of credit from the affiliate; and
o the dollar amount of the extension of credit, when aggregated
with the dollar amount of all other extensions of credit
purchased from the affiliate during the preceding 12 calendar
months by the bank and its FDIC-insured depository institution
affiliates, does not represent more than 50% of the dollar
amount of extensions of credit originated by the affiliate
during the preceding 12 calendar months.
Concurrently with the adoption of Regulation W, the FRB has proposed a
regulation which would limit the amount of loans that could be purchased by a
bank from an affiliate under this exemption to not more than 100% of the bank's
capital and surplus. Comments on the proposed rule were due by January 13, 2003.
Future Legislation. Changes in U.S. or state laws and regulations
relating to banks and other financial institutions can affect the operating
environment of bank holding companies and their subsidiaries in substantial and
unpredictable ways. Local Financial cannot accurately predict whether
legislation will ultimately be enacted, and, if enacted, the ultimate effect
that it, or implementing regulations, would have upon Local Financial's
financial condition or results of operations.
PERSONNEL
As of December 31, 2002, the Company (on a consolidated basis) had 781
full-time employees and 107 part-time employees. The employees are not
represented by a collective bargaining agreement and the Company believes that
it has good relations with its employees.
19
ITEM 2. PROPERTIES
OFFICES AND OTHER MATERIAL PROPERTIES
The following table provides information on the Company's consolidated
branch network as of December 31, 2002:
OKLAHOMA CITY METRO: Penn South Office Ardmore Office Lawton Downtown
Office 8700 South Pennsylvania 313 West Broadway 1 S.W. 11th Street
Oklahoma City, OK 73159 Ardmore, OK 73401 Lawton, OK 73501
Bethany Office Owned Owned Leased
7723 N.W. 23rd Street
Bethany, OK 73008 Portland Office Broken Arrow Office Lawton Mall Office
Owned 1924 North Portland Avenue 3359 South Elm Place #10 Central Mall
Oklahoma City, OK 73107 Broken Arrow, OK 74012 Lawton, OK 73501
Corporate Headquarters Owned Leased Leased
3601 N.W. 63rd Street
Oklahoma City, OK 73116 Quail Creek Office Chandler Office Lawton Financial
Owned 12241 North May Avenue 1804 East First Street 6425 N.W. Cache Road
Oklahoma City, OK 73120 Chandler, OK 74834 Lawton, OK 73505
Owned Owned Owned
Crown Heights Office
4716 North Western Avenue Springbrook Office Chickasha Office Lawton Lee Blvd.
Oklahoma City, OK 73118 6233 N.W. Expressway 628 Grand Avenue 1420 S.W. Lee Blvd.
Owned Oklahoma City, OK 73132 Chickasha, OK 73018 Lawton, OK 73501
Owned Owned Owned
Edmond Office Yukon Office Claremore Office Lawton Cache Road
301 South Bryant #A100 1203 Cornwell 1050 N. Lynn Riggs Blvd. 2601 N.W. Cache Road
Edmond, OK 73034 Yukon, OK 73099 Claremore, OK 74017 Lawton, OK 73505
Leased Leased Owned Leased
TULSA: Clinton Office Lindsay Office
Santa Fe Office 1002 West Frisco 420 South Main
421 South Santa Fe Downtown Office Clinton, OK 73601 Lindsay, OK 73052
Edmond, OK 73003 111 West 5th Street Owned Owned
Owned Tulsa, OK 74103
Leased Commerce Office Miami Office
May Avenue Office 101 N. Mickey Mantle Blvd. 123 East Central
5701 North May Avenue Harvard Office Commerce, OK 74339 Miami, OK 74354
Oklahoma City, OK 73112 3332 East 51st Street #100 Owned Owned
Owned Tulsa, OK 74135
Leased Duncan Downtown Office Monkey Island Office
Midwest City Air Depot Office 1006 West Main Street 56371 E. Hwy 125,
414 North Air Depot Duncan, OK 73533 Afton, OK 74331
Midwest City, OK 73110 Hudson Office Owned Leased
Owned 5801 East 41st Street #300
Tulsa, OK 74135 Duncan North Office Muskogee Office
Suite 1 Leased 2210 North Highway 81 2401 East Chandler
Midwest City Douglas Office Duncan, OK 73533 Muskogee, OK 74403
2200 South Douglas Blvd. Lewis Office Owned Leased
Midwest City, OK 73130 2250 East 73rd Street #120
Owned Tulsa, OK 74136 Elk City Office Owasso Office
Owned 200 East Broadway Avenue 201 East 2nd Street
Moore Office Elk City, OK 73644 Owasso, OK 74055
513 N.E. 12th Street Memorial Office(1) Owned Owned
Moore, OK 73160 8202 East 71st Street
Owned Tulsa, OK 74133 Grove Office Pauls Valley Office
Leased 100 East Third 700 West Grant
Norman Office Grove, OK 74344 Pauls Valley, OK
2403 West Main Street Yale Office(1) Owned
Norman, OK 73069-6499 1951 South Yale Owned
Leased Tulsa, OK 74112 Guthrie Office Purcell Office
Leased 120 North Division Street 430 West Lincoln
Park Avenue Office Guthrie, OK 73044 Purcell, OK 73080
73075 OTHER LOCATIONS: Owned Owned
100 West Park Avenue
Oklahoma City, OK 73102
Leased
20
Sand Springs Office Sapulpa Office Springs Village Office Shawnee Office
800 East Charles Page Blvd. 911 East Taft 3973 South Highway 97 2512 North Harrison
Sand Springs, OK 74063 Sapulpa, OK 74066 Sand Springs, OK 74063 Shawnee, OK 74804
Leased Owned Leased Owned
Sulphur Office Weatherford Office
2009 West Broadway 109 East Franklin
Sulphur, OK 73086 Weatherford, OK 73096
Owned Owned
----------
(1) The Bank owns the building and leases the land for this facility.
ITEM 3. LEGAL PROCEEDINGS
The Company has been involved in litigation with the U.S. Government.
The litigation related to an assistance agreement entered into by the Company
with the FDIC in connection with an acquisition of a federal savings bank in
1988. Prior to the purchase of the Company in 1997 from its two prior owners, a
reserve account in the amount of approximately $7.7 million had been established
relating to amounts that might be owed under the assistance agreement.
Additionally, as part of the purchase of the Company in 1997, $10 million of the
purchase price was deposited by the Company into an escrow account, of which
$9.9 million remained on deposit. Any amounts the Company might ultimately owe
to the FDIC had to be paid first from these two accounts. If the amounts in
these two accounts were not sufficient to satisfy the Company's obligations to
the FDIC, the prior owners had contractually agreed to pay the difference.
After protracted negotiations between the Company, the prior owners and
the FDIC, on December 30, 2002, the liability owed to the FDIC under the
litigation was settled for approximately $24.7 million net of the set off of
certain uncollected assistance, and the 1988 assistance agreement with the FDIC
was completely terminated. As part of this settlement, all monies held in the
above-mentioned reserve account and escrow account were paid to the FDIC. The
remaining portions of the total amount paid to the FDIC under the terms of the
settlement were (i) a cash payment by the Company in the sum of $2.2 million
which was equal to the unrecorded tax benefit received by the Company for the
income tax deduction that became available for it to apply on its 2002 federal
income tax liability as the Company is able to deduct the interest portion of
the total payment being made to the FDIC; and (ii) the prior owners' cash
payment of the entire remaining balance required to be paid to the FDIC in the
settlement amounting to approximately $4.9 million. As a result of the
foregoing, any potential liability of the Company to the FDIC has now been fully
and completely resolved without any adverse financial effect on the Company.
Pursuant to the terms of the Settlement and Termination Agreement with
the FDIC, the Company reserved its claim regarding the elimination of certain
tax benefits which would otherwise have been available to the Company had it not
been for the enactment of Section 13224 of the Omnibus Budget Reconciliation Act
of 1993 ("OBRA"). A Resolution and Modification Agreement was entered into
between the prior owners and the Company under which the prior owners agreed to
pay all attorney fees and all third-party costs and expenses as they are
incurred by the Company in prosecution of the claim to a conclusion. Under the
terms of this agreement the prior owners are entitled to be paid substantially
all of any award or settlement payment received by the Company pursuant to such
claim net of taxes, if any. The Company does not anticipate incurring any
liability, loss, damage or material expense with regard to its continuing
prosecution of the OBRA claim.
In the ordinary course of business, the Company is subject to other
legal actions and complaints. Management, after consultation with legal counsel,
and based on available facts and proceedings to date, believes the ultimate
liability, if any, arising from such legal actions or complaints, will not have
a material adverse effect on the Company's consolidated financial position or
future results of operations.
21
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year
covered by this annual report to a vote of the Company's security holders.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the name and age of each executive
officer, his principal position with the Company, and the year he became an
officer.
Officer
Name Age Since Position
---- --- ------- --------
Edward A. Townsend 60 1997 Chief Executive Officer
Jan A. Norton 56 1997 President
Robert L. Vanden 55 1990 Executive Vice President of the Bank
Richard L. Park 71 1997 Executive Vice President and
Chief Financial Officer
Christopher C. Turner 44 1983 Executive Vice President of the Bank
James N. Young 54 1998 Executive Vice President,
President Tulsa Region of the Bank
Harold A. Bowers 59 1998 Executive Vice President,
Chief Credit Officer of the Bank
William C. Lee 63 1998 Executive Vice President
Operations Division of the Bank
Kenneth K. McIlhaney 59 2000 Executive Vice President of the Bank
K. Randy Roper 43 1998 Executive Vice President,
President Oklahoma City Region
of the Bank
Biographical information regarding Messrs. Edward A. Townsend and Jan
A. Norton are incorporated herein by reference to the Company's proxy statement
to be filed with the Securities and Exchange Commission pursuant to Regulation
14A, not later than 120 days after the end of the fiscal year covered by this
report. Biographical information regarding Messrs. Robert L. Vanden, Richard L.
Park, Christopher C. Turner, James N. Young, Harold A. Bowers, William C. Lee,
Kenneth K. McIlhaney and K. Randy Roper are set forth below.
The executive officers serve until their successors are elected and
qualified. No executive officer is related to any director or other executive
officer of the Company by blood, marriage or adoption. There are no arrangements
or understandings between any director of the Company and any other person
pursuant to which such person was elected an executive officer.
Robert L. Vanden. Mr. Vanden was elected as a director and began
serving as Executive Vice President of the Bank in 1997. From January 1997 until
September 1997, Mr. Vanden served as President and Chief Executive Officer of
the Bank. From February 1990 through December 1996, Mr. Vanden served as
Executive Vice President of Local Federal Bank, FSB, (the predecessor of Local)
in charge of wholesale commercial lending. Prior to joining the Bank in February
1990, Mr. Vanden served as Executive Vice President of the Richard Gill Company
and Gill Savings. In June 2000, he assumed the duties of a member of the Board
of Directors for Central Oklahoma Habitat for Humanity, a non-profit
organization. He still holds this position today.
Richard L. Park. Mr. Park began serving as Executive Vice President and
Chief Financial Officer of the Company and the Bank in September 1997. Mr. Park
served as Chief Financial Officer of Green Country Bank from October 1996 until
it was acquired by the Company. From January 1991
22
through May 1996, Mr. Park was Chief Financial Officer of Western Farm Credit
Bank in Sacramento, California, the Eleventh District Bank in the Federal Farm
Credit System. Mr. Park is a Certified Public Accountant.
Christopher C. Turner. Mr. Turner has served as Executive Vice
President of the Bank in charge of residential and consumer lending, branch
administration and marketing since October 1996. Prior to October 1996, Mr.
Turner held various positions in the Bank including Internal Audit Director,
Marketing Director and Director of Branch Administration. He joined the Company
in November 1980.
James N. Young. Mr. Young has served as President of the Tulsa region
since February 1998. From 1994 to January 1998, he served as Senior Commercial
Lending Manager for BankIV and its successors, Boatmen's Bank and NationsBank in
Oklahoma City. His last position with NationsBank (now Bank of America) was
President, Oklahoma City, and Senior Commercial Lending Manager for the state of
Oklahoma. Mr. Young joined the Bank in February 1998. From 1973 to 1994, Mr.
Young served in various commercial lending capacities with Bank of Oklahoma in
both Tulsa and Oklahoma City, his last assignment being President, Oklahoma
City.
Harold A. Bowers. Mr. Bowers began serving the Bank as Executive Vice
President and Chief Credit Officer in 1998. From 1981 to 1998, Mr. Bowers served
with NationsBank and its predecessor banks with both senior credit and
commercial lending management responsibilities. In 1980 and 1981, he managed the
Credit Department for Bank of Oklahoma, Tulsa, Oklahoma. Mr. Bowers started his
banking career with Liberty National Bank in Oklahoma City, Oklahoma after
serving four years as an officer in the United States Air Force. From 1970 to
1980 he served in various credit capacities ultimately serving six years as
Manager of Loan Administration.
William C. Lee. Mr. Lee joined the Bank in May 1998. Mr. Lee serves as
Executive Vice President and is the Bank's principal Operations Officer. Prior
to joining the Bank, Mr. Lee was Executive Vice President and Chief Financial
Officer of the Annuity Board of the Southern Baptist Convention, a pension and
insurance management company, joining that institution in July 1991. Mr. Lee is
a Certified Public Accountant.
Kenneth K. McIlhaney. Mr. McIlhaney joined the Bank in 2000 and serves
as Executive Vice President in charge of Community Banking. Mr. McIlhaney served
in various executive officer positions at Union Bank and Trust Company of
Oklahoma City, Oklahoma, from 1979 to 2000, including serving as President and
Chief Executive Officer for ten years immediately prior to joining the Bank. Mr.
McIlhaney began his banking career in 1972, serving as Executive Vice President
of United Oklahoma Bank and later serving as President of First Bank and Trust
Company of Duncan, and City National Bank and Trust Company of Oklahoma City,
Oklahoma.
K. Randy Roper. Mr. Roper began serving the Bank in December 1998 as
President of the Oklahoma City Region. From 1982 to 1998, Mr. Roper served in
various capacities for First National Bank of Oklahoma City and its successors,
First Interstate Bank of Oklahoma, N.A., Boatmen's First National Bank of
Oklahoma and NationsBank specializing in energy and commercial finance. Mr.
Roper completed his tenure at NationsBank (now Bank of America) as President,
Oklahoma City.
23
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The following table sets forth the range of high and low closing prices
for the period indicated:
Years Ended December 31,
-----------------------------------------------------------
2002 2001
--------------------------- ---------------------------
High Low High Low
----------- ----------- ----------- -----------
First quarter $ 16.01 $ 13.36 $ 13.63 $ 12.25
Second quarter 17.50 14.20 14.65 12.12
Third quarter 17.40 13.12 15.60 12.00
Fourth quarter 15.02 13.24 14.12 12.06
The Company's Common Stock began trading on April 22, 1998 and, as of
July 15, 1999, began trading on the Nasdaq National Market System under the
symbol "LFIN". On December 31, 2002, there were approximately 31 holders of
record of the Company's Common Stock.
The Company has not paid and does not anticipate paying any cash
dividends on its Common Stock in the foreseeable future. The Company's principal
source of funds to pay cash dividends on its Common Stock would be cash
dividends from the Bank. There are certain statutory limitations on the payment
of dividends by national banks. At the beginning of the calendar year 2003,
approximately $52.6 million was available for payment of dividends by the Bank
to the Company under these restrictions without regulatory approval. See "Item
1. Business - Regulation and Supervision." In connection with the issuance of
the Company's Senior Notes, the Company entered into an Indenture, dated
September 8, 1997, the terms of which could limit the Company's ability to pay
dividends on its Common Stock under certain circumstances.
24
ITEM 6. SELECTED FINANCIAL DATA
(Dollars in Thousands, Except Per Share Data)
The selected consolidated financial data of the Company set forth below
should be read in conjunction with, and is qualified in its entirety by, the
consolidated financial statements of the Company, including the related Notes,
included in Item 8 of this Annual Report.
December 31,
--------------------------------------------------------------------------------
2002 2001 2000 1999 1998
------------ ------------ ------------ ------------ ------------
STATEMENT OF FINANCIAL CONDITION AND
OTHER DATA:
Total assets $ 2,839,858 $ 2,820,051 $ 2,377,011 $ 2,381,607 $ 2,128,979
Cash and due from banks 51,166 50,791 39,571 48,122 27,180
Loans receivable, net 2,084,144 1,972,145 1,848,876 1,685,550 1,362,272
Securities available for sale 163,473 193,736 354,048 529,230 570,964
Securities held to maturity 364,832 430,956 -- -- --
Nonperforming assets(1) 12,960 9,627 10,903 7,536 4,270
Deposits 1,829,439 1,809,362 1,931,793 1,848,340 1,668,074
Securities sold under agreements to
repurchase 59,696 38,694 38,214 -- --
Senior Notes 21,295 21,545 41,160 75,250 80,000
FHLB advances 684,193 728,205 190,028 302,035 220,033
Mandatorily redeemable trust preferred
securities 60,250 40,250 -- -- --
Stockholders' equity 167,880 163,536 156,271 128,294 118,806
Number of full service customer 52 51 51 51 50
facilities
Approximate number of full-time
equivalent employees 835 818 810 777 694
For the Years Ended December 31,
------------------------------------------------------------------------------------
2002 2001 2000 1999 1998
------------ ------------ ------------ ------------ ------------
OPERATIONS DATA:
Interest income $ 175,493 $ 193,138 $ 190,202 $ 168,298 $ 147,204
Interest expense 82,862 104,644 111,852 94,787 92,438
------------ ------------ ------------ ------------ ------------
Net interest income 92,631 88,494 78,350 73,511 54,766
Provision for loan losses (6,600) (5,400) (2,700) (2,000) (1,450)
------------ ------------ ------------ ------------ ------------
Net interest income after provision
for loan losses 86,031 83,094 75,650 71,511 53,316
Noninterest income 28,489 23,723 20,773 20,840 16,585
Noninterest expense 70,531 66,851 58,776 57,871 41,210
------------ ------------ ------------ ------------ ------------
Income before provision for
income taxes 43,989 39,966 37,647 34,480 28,691
Provision for income taxes 14,974 13,489 13,833 12,488 10,254
------------ ------------ ------------ ------------ ------------
Net income $ 29,015 $ 26,477 $ 23,814 $ 21,992 $ 18,437
============ ============ ============ ============ ============
Earnings per share:
Net income:
Basic (2) $ 1.53 $ 1.30 $ 1.16 $ 1.07 $ 0.90
============ ============ ============ ============ ============
Diluted (2) $ 1.48 $ 1.26 $ 1.16 $ 1.07 $ 0.89
============ ============ ============ ============ ============
25
At or For the Years Ended December 31,
-----------------------------------------------------------------
2002 2001 2000 1999 1998
----- ----- ----- ----- -----
PERFORMANCE RATIOS(3):
Return on assets 1.04% 1.01% 1.00% 0.99% 0.93%
Return on common equity 17.05 15.65 17.18 17.65 17.73
Dividend payout ratio(4) -- -- -- -- --
Net interest spread(5) 3.18 3.11 2.95 3.02 2.57
Net interest margin(6) 3.48 3.53 3.44 3.46 2.91
Noninterest expense to average
assets(7) 2.52 2.54 2.48 2.61 2.08
Efficiency ratio(8) 58.62 58.70 58.33 60.35 56.81
CAPITAL RATIOS OF THE COMPANY (9):
Leverage capital 7.01 6.63 5.61 4.71 N/A
Core capital 9.64 9.24 7.74 6.81 N/A
Total capital 11.45 10.49 9.00 8.07 N/A
CAPITAL RATIOS OF THE BANK (10):
Leverage or tangible 8.07 7.28 7.30 7.93 7.61
Core 11.11 10.16 10.08 11.48 7.63
Total or risk-based 12.37 11.41 11.34 12.74 13.08
ASSET QUALITY RATIOS:
Nonperforming assets to total assets
at end of period(1) 0.46 0.34 0.46 0.32 0.20
Nonperforming loans to total loans
at end of period(1) 0.53 0.39 0.53 0.40 0.26
Allowance for loan losses to total
loans at end of period 1.40 1.38 1.51 1.65 2.00
Allowance for loan losses to
nonperforming loans at
end of period(1) 2.62x 3.58x 2.83x 4.15x 7.80x
----------
(1) Nonperforming loans consist of nonaccrual loans and loans delinquent 90
days or more but still accruing interest, and nonperforming assets
consist of nonperforming loans, real estate acquired through
foreclosure or deed-in-lieu thereof and repossessions, net of
writedowns and reserves.
(2) Net income per share and dividends per share are based upon the
weighted average number of shares outstanding during the period. For
the years ended December 31, 2002, 2001, 2000, 1999 and 1998, the
weighted average number of shares for basic net income per share are
18,912,354, 20,368,028, 20,537,209, 20,537,209 and 20,431,698,
respectively. Basic and diluted shares are the same for each year
except 2002, 2001 and 1998 wherein diluted shares are 19,616,663,
20,966,531 and 20,607,119, respectively. See also Note 1(p) of the
Notes to Consolidated Financial Statements in Item 8 hereof.
(3) With the exception of end of period ratios, all ratios are based on
average monthly balances during the periods presented.
(4) The dividend payout ratio represents dividends declared per share
divided by net income per share. The Company does not presently pay
dividends.
(5) Net interest spread represents the difference between the weighted
average yield on interest-earning assets less the weighted average cost
of interest-bearing liabilities.
(6) Net interest margin represents net interest income divided by average
interest-earning assets.
(7) Noninterest expense excludes the amortization of intangibles.
(8) Represents noninterest expense (exclusive of amortization of
intangibles) divided by the aggregate of net interest income before
provision for loan losses and noninterest income (exclusive of gains
and losses on sales of assets).
(9) Prior to the Company becoming a bank holding company during the year
ended December 31, 1999, the Company was not subject to capital
requirements as a savings and loan holding company.
(10) The Bank became subject to OCC regulations in May 1999. Data presented
as of December 31, 2001, 2000 and 1999 is based on OCC regulatory
requirements while data as of prior periods is based on Office of
Thrift Supervision ("OTS") regulatory requirements. In calculating
leverage capital, the OCC uses total average assets while the OTS uses
tangible assets. In calculating core capital, the OCC uses
risk-weighted assets while the OTS uses adjusted tangible assets. See
"Business--Regulation and Supervision" in Item 1 hereof for information
with respect to the Bank's regulatory capital requirements.
26
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the
Consolidated Financial Statements of the Company and the Notes thereto, included
in Item 8 hereof.
GENERAL
Local Financial's primary asset is the capital stock of the Bank. In
pursuit of management's growth strategy, the Bank focuses on increasing its
commercial and consumer lending. The Bank also targets increases in noninterest
income and increases in direct consumer lending. During the fourth quarter of
2001, the Company took steps to strengthen its regulatory capital position
through the issuance of $40.3 million of trust preferred securities. Likewise,
in two separate issuances during 2002, the Company issued a total of $20.0
million additional trust preferred securities. The trust preferred securities
will be used as Tier I Capital to the extent allowable by regulatory guidelines.
During 2002, the Company, acting under a board-authorized repurchase
program, repurchased 1.7 million shares or approximately 10% of its outstanding
shares of common stock. In October 2002, the Company authorized an additional
stock repurchase program under which the Company would be authorized to
repurchase in the open market from time to time an additional 2.0 million
shares. Through December 31, 2002, 1.1 million shares have been repurchased
under that program. The purchase of any or all of such shares authorized for
repurchase will be dependent on management's assessment of market conditions and
may be commenced or suspended at any time without prior notice. The shares
repurchased by the Company under the stock repurchase program are held as
treasury shares.
In November 2002, the Bank completed an acquisition of U.S. National
Bank, a privately held national banking association located in Midwest City,
Oklahoma. As of the date of purchase, U.S. National Bank had loans, deposits and
liabilities of approximately $25.4 million, $33.1 million and $1.1 million,
respectively. The acquisition substantially broadened the Bank's presence in the
Midwest City market, where it now services approximately $103.9 million of
deposits.
The Bank's business strategy is to provide its customers with a range
of banking products and services of a regional bank while retaining the appeal
and level of individualized service of a community bank. Management believes
that as a result of the Company's strong commitment to highly personalized
relationship-oriented customer service, its varied products, its strategic
branch locations and the long-standing community presence of its managers,
lending officers and branch personnel, it is well positioned to attract new
customers and to increase its market share of loans and deposits.
CHANGES IN FINANCIAL CONDITION FROM DECEMBER 31, 2001 TO DECEMBER 31, 2002
Cash and Cash Equivalents. Cash and cash equivalents (consisting of
cash, cash due from banks and interest-bearing deposits with other banks)
amounted to $58.4 million and $60.5 million at December 31, 2002 and December
31, 2001, respectively. The Company manages its cash and cash equivalents based
upon the Company's operating, investing and financing activities. See
"--Liquidity and Capital Resources".
Securities. The Company views its securities available for sale as a
source of asset liquidity. Liquidity is derived from this source by receipt of
interest and principal payments and prepayments; by the ability to sell these
securities at market prices; and by utilizing unpledged securities as collateral
for borrowings. Securities are identified as either held for maturity or
available for sale, based on various factors including asset/liability
management strategies, liquidity and profitability objectives, and regulatory
requirements. Held to maturity securities are carried at cost, adjusted for
amortization of premiums or accretion of discounts. Amortization or accretion of
mortgage-backed securities is periodically adjusted for estimated prepayments.
Available for sale securities are those that may be sold prior to maturity based
upon asset/liability management decisions. Securities identified as available
for sale are carried at fair value.
27
Unrealized gains or losses on available for sale securities, less applicable
deferred taxes, are recorded as accumulated other comprehensive income in
stockholders' equity.
During 2002, Local Financial's securities portfolio decreased by $96.4
million. In December 2001, the Company reclassified $431.0 million or 69.0% of
its total securities portfolio as held to maturity, including some of its
single-family loans, which were securitized during 2000. The Company had a net
unrealized gain, net of tax, of $1.4 million in its available for sale
securities portfolio at December 31, 2002 compared to a net unrealized gain, net
of tax, of $4.1 million at December 31, 2001.
The following table sets forth information regarding the carrying and
market value of the Company's securities at the dates indicated (dollars in
thousands):
December 31,
-------------------------------------------------------------------------------------------------
2002 2001 2000
----------------------------- ----------------------------- ------------------------------
Carrying Market Carrying Market Carrying Market
Value Value Value Value Value Value
------------ ------------ ------------ ------------ ------------ ------------
Available for sale:
Collateralized mortgage
obligations $ 163,473 $ 163,473 $ 193,736 $ 193,736 $ 224,254 $ 224,254
Mortgage pass-through
securities -- -- -- -- 95,676 95,676
U.S. Government and
agency securities -- -- -- -- 33,663 33,663
Municipal securities -- -- -- -- 455 455
------------ ------------ ------------ ------------ ------------ ------------
$ 163,473 $ 163,473 $ 193,736 $ 193,736 $ 354,048 $ 354,048
Held to maturity:
Collateralized mortgage
obligations $ 288,585 $ 294,712 $ 355,637 $ 355,769 $ -- $ --
Mortgage pass-through
securities 51,101 54,196 75,140 77,030 -- --
U.S. Government and
agency securities 25,046 25,680 -- -- -- --
Municipal securities 100 100 179 179 -- --
------------ ------------ ------------ ------------ ------------ ------------
364,832 374,688 430,956 432,978 -- --
------------ ------------ ------------ ------------ ------------ ------------
$ 528,305 $ 538,161 $ 624,692 $ 626,714 $ 354,048 $ 354,048
============ ============ ============ ============ ============ ============
Loans Receivable. Net loans receivable amounted to $2.1 billion and
$2.0 billion at December 31, 2002 and 2001, respectively. Net loans receivable
increased by $112.0 million or 5.7% during the year ended December 31, 2002. In
keeping with its strategy, the Bank grew its commercial lending portfolio but at
a slower rate than prior years. The total commercial lending portfolio grew from
$1.6 billion at December 31, 2001 to $1.7 billion at December 31, 2002.
Management intends to continue its controlled growth in lending with the primary
focus being on commercial lending activities that enable the Bank to provide
other banking services to the customers. For additional information, see
"Business--Lending Activities" in Item 1 hereof and Note 4 of the Notes to
Consolidated Financial Statements in Item 8 hereof.
28
Contractual Principal Repayments and Interest Rates. The following
table sets forth scheduled contractual amortization of the Company's total loan
portfolio at December 31, 2002, as well as the dollar amount of such loans which
are scheduled to mature after one year which have fixed or adjustable interest
rates. Demand loans, loans having no schedule of repayments and no stated
maturity and overdraft loans are reported as due in one year or less (dollars in
thousands):
Principal Repayments Contractually Due
----------------------------------------------
After One
In One Year Year Through After Five
or Less Five Years Years
------------ ------------ ------------
Residential real estate $ 36,362 $ 61,201 $ 115,299
Commercial 421,125 795,936 478,232
Consumer 51,994 91,135 62,392
------------ ------------ ------------
Total(1) $ 509,481 $ 948,272 $ 655,923
============ ============ ============
----------
(1) Of the $1.6 billion of loan principal repayments contractually due
after December 31, 2003, $1.0 billion have fixed rates of interest and
$561.0 million have adjustable rates of interest. All are presented net
of undistributed loan proceeds.
Scheduled contractual principal repayments do not reflect the actual
maturities of loans. The average maturity of loans is substantially less than
their contractual terms because of prepayments and, in the case of conventional
mortgage loans, due-on-sale clauses, which generally give the Bank the right to
declare a loan immediately due and payable in the event, among other things,
that the borrower sells the real property subject to the mortgage and the loan
is not repaid. The average life of mortgage loans tends to increase when current
mortgage loan rates are substantially higher than rates on existing mortgage
loans and, conversely, decrease when rates on existing mortgages are
substantially lower than current mortgage loan rates (due to refinancing of
adjustable-rate and fixed-rate loans at lower rates).
Nonperforming Assets and Allowance for Loan Losses. Nonperforming
assets (consisting of non-accruing loans, accruing loans greater than 90 days
delinquent and foreclosed assets) at December 31, 2002 continued at a relatively
low rate, totaling $13.0 million or .46% of total assets, as compared to $9.6
million or .34% at December 31, 2001. Although the Bank is currently
experiencing lower nonperforming asset rates than most of its peers, it
anticipates these rates to increase as the slower national economy may have an
impact on the Bank's middle-market commercial borrowers who typically have less
ability to withstand economic downturns.
The following table presents information on the Company's nonperforming
assets at the dates indicated (dollars in thousands):
December 31,
-------------------------------------------------------------------------------
2002 2001 2000 1999 1998
----------- ----------- ----------- ----------- -----------
Non-accruing loans $ 10,803 $ 7,687 $ 9,297 $ 5,730 $ 2,203
Accruing loans greater than 90 days 464 30 725 1,083 1,374
delinquent
Foreclosed assets 1,693 1,910 881 723 693
----------- ----------- ----------- ----------- -----------
Total nonperforming assets $ 12,960 $ 9,627 $ 10,903 $ 7,536 $ 4,270
=========== =========== =========== =========== ===========
Total nonperforming assets as a percentage
of total assets 0.46% 0.34% 0.46% 0.32% 0.20%
=========== =========== =========== =========== ===========
29
As of December 31, 2002, the Company's allowance for loan loss totaled
$29.5 million or 1.4% of total loans. During the year ended December 31, 2002,
the Company's net charge-offs totaled $5.7 million as compared with $6.1 million
for the year ended December 31, 2001.
The Company's process for determining the adequacy of the allowance is
based on a comprehensive analysis of the institution's loan portfolio that
considers all significant factors that affect the collectibility. The allowance
is maintained at a level that is adequate to absorb all estimated inherent
losses in the portfolio as of this date. Specific and general valuation
allowances are increased by provisions charged to expense and decreased by
charge-offs of loans, net of recoveries. Specific allowances are provided for
impaired loans for which the expected loss is measurable. General valuation
allowances are provided based on a formula, which incorporates the factors
discussed above. The Bank periodically reviews the assumptions and formula by
which additions are made to the specific and general valuation allowances for
losses in an effort to refine such allowances in light of the current status of
the factors described above. Management realizes that an institution's past loss
history should be considered in evaluating the inherent loss potential of the
loan portfolio. Consequently, management has deemed it prudent to develop and
implement a migration analysis for the determination of inherent loss potential
for both its homogeneous and nonhomogeneous loan portfolio. Homogeneous loan
categories consist of one-to-four family residential mortgages and consumer
loans. Homogeneous loans are analyzed on a group or pool basis for evaluation of
credit quality and impairment under SFAS No. 5. Nonhomogeneous loan categories
consist of commercial loans. These assets are reviewed individually for the
purpose of evaluating credit quality and impairment under SFAS No. 114. The
migration loss percentage factors used for each risk class or grade for both
homogeneous and nonhomogeneous loan categories are based on the results of a
migration analysis. In addition to historical loss experience, the Company also
considers other factors likely to cause estimated credit losses to differ from
historical loss experience. See "Business--Asset Quality--Allowance for Loan
Losses" in Item 1 hereof and Note 1(e) of the Notes to Consolidated Financial
Statements in Item 8 hereof.
The following table provides information on the Company's allowance for
loan losses as of the dates indicated (dollars in thousands):
Years Ended December 31,
-----------------------------------------------------------------------------------
2002 2001 2000 1999 1998
----------- ----------- ----------- ----------- -----------
Balance at beginning of period $ 27,621 $ 28,345 $ 28,297 $ 27,901 $ 20,484
Loans charged off:
Residential real estate (635) (805) (164) (314) (31)
Commercial (4,121) (3,606) (1,725) (2,397) (545)
Consumer (1,428) (2,178) (1,818) (1,142) (928)
Recoveries 492 465 1,055 1,909 187
----------- ----------- ----------- ----------- -----------
Net loans charged off (5,692) (6,124) (2,652) (1,944) (1,317)
Allowances acquired 1,003 -- -- 340 7,284
Provision for loan losses 6,600 5,400 2,700 2,000 1,450
----------- ----------- ----------- ----------- -----------
Balance at end of period $ 29,532 $ 27,621 $ 28,345 $ 28,297 $ 27,901
=========== =========== =========== =========== ===========
Allowance for loan losses to total
nonperforming loans at end of period 2.62x 3.58x 2.83x 4.15x 7.80x
=========== =========== =========== =========== ===========
Allowance for loan losses to total
loans at end of period 1.40% 1.38% 1.51% 1.65% 2.00%
=========== =========== =========== =========== ===========
30
The Bank utilizes a consistent systematic process for allocation of
reserve dollars within its total loan portfolio. The reserve rates vary based on
the perceived risks inherent within the various loan types. Reserve rates are
established based on historical portfolio performance as well as specific credit
performance.
The following table sets forth information concerning the allocation of
the Company's allowance for loan losses by loan category at the dates indicated
(dollars in thousands):
December 31,
-----------------------------------------------------------------------------------------------------
2002 2001 2000
----------------------------- ----------------------------- -----------------------------
Percent to Percent to Percent to
Total Total Total
Amount Allowance Amount Allowance Amount Allowance
------------ ------------ ------------ ------------ ------------ ------------
Residential real estate $ 2,414 8.17% $ 2,313 8.37% $ 2,777 9.80%
Commercial 24,508 82.99 22,021 79.73 21,125 74.53
Consumer 2,610 8.84 3,287 11.90 4,443 15.67
------------ ------------ ------------ ------------ ------------ ------------
Total $ 29,532 100.00% $ 27,621 100.00% $ 28,345 100.00%
============ ============ ============ ============ ============ ============
December 31,
----------------------------------------------------------------
1999 1998
----------------------------- -----------------------------
Percent to Percent to
Total Total
Amount Allowance Amount Allowance
------------ ------------ ------------ ------------
Residential real estate $ 3,332 11.78% $ 3,311 11.87%
Commercial 18,963 67.01 18,798 67.37
Consumer 6,002 21.21 5,792 20.76
------------ ------------ ------------ ------------
Total $ 28,297 100.00% $ 27,901 100.00%
============ ============ ============ ============
31
Deposits. At December 31, 2002, deposits totaled $1.83 billion, as
compared to $1.81 billion at December 31, 2001, an increase of 1.1%. During
2002, the Company's demand and savings portfolios grew $132.2 million or 18.7%,
which was offset by a decline in time deposits of $112.1 million or 10.2% during
2002. Attributing to the overall growth during this period was the acquisition
of U.S. National Bank of Midwest City as well as the ongoing success of the
Company's new consumer focused marketing strategy.
32
The following table presents the average balance of each deposit type
and the average rate paid on each deposit type of the Company for the periods
indicated (dollars in thousands):
Years Ended December 31,
--------------------------------------------------------------------------------------------------
2002 2001 2000
------------------------------- ------------------------------- ------------------------------
Average Average Average
Average Rate Average Rate Average Rate
Balance Interest Paid Balance Interest Paid Balance Interest Paid
---------- -------- ------- ---------- -------- ------- ---------- -------- -------
Noninterest-bearing deposits $ 170,390 $ -- -% $ 155,598 $ -- --% $ 140,004 $ -- -%
Passbook accounts 76,803 1,317 1.71 66,715 1,754 2.63 69,635 1,994 2.86
NOW and money market accounts 524,500 9,021 1.72 452,971 12,778 2.82 359,831 13,203 3.67
Term certificates 1,092,278 39,818 3.65 1,145,288 61,094 5.33 1,309,327 73,220 5.59
---------- ------- ---------- ------- ---------- -------
Total deposits $1,863,971 $50,156 2.69% $1,820,572 $75,626 4.15% $1,878,797 $88,417 4.71%
========== ======= ==== ========== ======= ==== ========== ======= ====
33
Borrowings. Other than deposits, the Company utilizes advances from the
FHLB of Topeka, and to a lesser extent, securities sold under agreements to
repurchase to fund its operations. During 2002, the Company's average balance of
advances outstanding at the FHLB of Topeka were $624.2 million compared with
$521.6 million in 2001, as the Company further utilized FHLB borrowings to fund
investment securities.
The following table sets forth certain information regarding the
borrowings of the Company at or for the dates indicated (dollars in thousands):
At or For the Years
Ended December 31,
------------------------------------------------
2002 2001 2000
------------ ------------ ------------
FHLB OF TOPEKA ADVANCES:
Average balance outstanding $ 624,170 $ 521,628 $ 262,885
Maximum amount outstanding at any
month-end during the year 710,025 753,036 326,217
Balance outstanding at end of year 684,193 728,205 190,028
Average interest rate during the year 4.10% 4.23% 6.11%
Average interest rate at end of year 3.82% 3.75% 6.44%
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE:
Average balance outstanding $ 43,425 $ 42,987 $ 18,352
Maximum amount outstanding at any
month-end during the year 64,701 53,622 38,214
Balance outstanding at end of year 59,696 38,694 38,214
Average interest rate during the year 1.22% 3.39% 5.85%
Average interest rate at end of year 0.94% 1.29% 5.92%
In September 1997, the Company issued $80.0 million of Senior Notes
which are due in September 2004 and which bear interest at the rate of 11.0%,
payable semi-annually. During 2002, 2001 and 2000, the Company purchased and
retired $250,000, $19.6 million and $34.1 million of Senior Notes, resulting in
a $7,000, $1.6 million and $922,000 loss, net of tax, respectively. At December
31, 2002, there were $21.3 million Senior Notes outstanding. Issuance costs were
deferred and capitalized and the unamortized balance of $289,000 is reflected in
other assets in the consolidated statement of financial condition. The Company
funds the semiannual interest payments through dividends paid to the Company
from the Bank. For additional information, see "Business--Sources of
Funds--Borrowings" in Item 1 hereof and Note 9 of the Notes to Consolidated
Financial Statements in Item 8 hereof.
Stockholders' Equity. Stockholders' equity increased from $163.5
million at December 31, 2001 to $167.9 million at December 31, 2002. The
increase in stockholders' equity came primarily as a result of earnings during
the period, offset by an increase in treasury shares. The Company increased its
shares of treasury stock during 2002 as part of a stock repurchase program in
which the Company repurchased 1.7 million shares of its common stock at a cost
of $24.8 million. See "-Changes in Financial Condition -General". The net
increase in additional paid-in capital during 2002 of $2.8 million included the
exercise of 128,333 warrants, which were part of the original 591,000 warrants
issued in conjunction with the Company's 1997 private placement, offset by the
repurchase of 125,000 of those warrants by the Company at fair market value
during 2002. Additionally, during 2002, 196,365 options to purchase the
Company's stock were exercised, resulting in a $1.9 million increase in
additional paid-in capital. These options had been previously issued to officers
of the Bank under the Company's 1998 Stock Option Plan. Accumulated other
comprehensive income declined $2.7 million during fiscal 2002. At December 31,
2002, the Company and the Bank exceeded all regulatory requirements for capital
adequacy. See "--Liquidity and Capital Resources".
34
RESULTS OF OPERATIONS
General. The Company's results of operations depend substantially on
its net interest income, which is the difference between interest income on
interest-earning assets, consisting primarily of loans receivable,
mortgage-backed and investment securities and various other short-term
investments, and interest expense on interest-bearing liabilities, consisting
primarily of deposits, FHLB of Topeka advances, Senior Notes and mandatorily
redeemable trust preferred securities. On an ongoing basis, the Company's
results of operations will be affected by the level of its noninterest income
including deposit related income, loan fees and service charges, net gains
(losses) on sales of assets and the increase in the cash surrender value of the
bank-owned life insurance; the level of its noninterest expense, such as
compensation and employee benefits, equipment and data processing expense,
occupancy expense, advertising expense and professional fees; its provisions for
losses on loans resulting from the Company's assessment of the adequacy of its
allowance for losses on loans; and provisions for income taxes.
Net Income. The Company reported net income of $29.0 million, $26.5
million and $23.8 million during the years ended December 31, 2002, 2001 and
2000, respectively. Included in these results are the effect of the Company's
purchase and retirement during 2002, 2001 and 2000 of $250,000, $19.6 million
and $34.1 million of Senior Notes, resulting in a $7,000, $1.6 million and
$922,000 loss, net of tax, respectively. Net income increased by $2.5 million or
9.6% during the year ended December 31, 2002, as compared to the year ended
December 31, 2001, primarily due to a decline in interest expense paid on
deposit accounts as well as increased deposit-related income. Net income
increased by $2.7 million or 11.2% during the year ended December 31, 2001, as
compared to the year ended December 31, 2000, primarily due to the increase in
the net interest income which came as a result of income earned on the Company's
available for sale securities portfolio as well as declining interest expense on
interest-bearing liabilities.
Net Interest Income. Net interest income is determined by the Company's
net interest spread (i.e., the difference between the yields earned on its
interest-earning assets and the rates paid on its interest-bearing liabilities)
and the relative amounts of interest-earning assets and interest-bearing
liabilities.
Net interest income rose in all comparative periods presented. The
overall decline in the national economy drove interest rates to historical lows.
During 2002, the Company's interest-bearing liabilities repriced faster than its
interest-earning assets. Accordingly, the Company's net interest spread
increased from 3.11% in 2001 to 3.18% in 2002. In all periods presented, the
Company has continued to increase its net interest-earning assets
(interest-earning assets less interest-bearing liabilities). Average
interest-earning assets increased by $158.1 million or 6.3% during 2002 with
loans being the highest yielding asset. Average interest-bearing liabilities
increased $148.1 million or 6.5% during 2002. The Company's net interest margin,
which is the ratio of net interest income to average earning assets, decreased
from 3.53% for 2001 to 3.48% for 2002 reflecting the slower rate of growth in
net interest income during 2002.
Interest Income. Total interest income decreased by $17.6 million or
9.1% during the year ended December 31, 2002 as compared to the year ended
December 31, 2001, primarily as a result of the decline in the average yield on
interest-earning assets, which fell from 7.70% to 6.59% or 111 basis points
during the comparative period. Interest income on loans fell $14.1 million or
9.3% during the year ended December 31, 2002. This decline was primarily due to
the decline in the average yield, which dropped from 7.94% to 6.86% during that
same period. The Company continues to increase its average balance of loans
outstanding particularly focusing on growth in the commercial portfolio.
However, current economic conditions have slowed new loan origination growth and
early pay-offs and refinancings caused further yield declines within the
portfolio as new loans are added at current lower rates.
Total interest income increased marginally by $2.9 million or 1.5%
during the year ended December 31, 2001 as compared to the year ended December
31, 2000 as an increase in interest income received on the securities portfolio
offset a decline in interest income received on loans. During the year ended
2001, loan growth slowed and rates fell causing overall yield declines in the
loan portfolio. Interest income on loans receivable declined $5.7 million or
3.6% during the year ended December 31, 2001.
35
During this same period, the Company's average available for sale securities
portfolio increased $104.1 million or 24.9%. While the average yield on the
securities portfolio fell from 7.13% to 7.07%, the rate decline did not offset
the volume increases, and accordingly, interest income on securities rose $7.1
million or 24.0% during the comparative periods.
Interest Expense. Interest expense on deposits, which is the largest
component of the Company's interest-bearing liabilities, declined $25.5 million
or 33.7% during the year ended December 31, 2002. The decreased expense was
primarily rate driven as the average cost of deposits fell from 4.54% to 2.96%
during the period, offsetting increases in the average balance of those
deposits, which rose $28.6 million or 1.7%.
Similarly, during the year ended December 31, 2001, interest expense on
deposits declined $12.8 million or 14.5% when compared to the year ended
December 31, 2000. However, this decline was a result of both rate and volume
declines in the deposit base. The average cost of deposits during the year ended
December 31, 2001, was 4.54% as compared with 5.08% for the same period in the
prior year. This rate decline coupled with a decline in the average balance of
total deposits of $73.8 million or 4.2% during the comparative period led to the
overall decline in interest expense.
Interest expense on FHLB advances increased $3.6 million or 16.2%
during the year ended December 31, 2002 primarily due to an increase in the
average outstanding balance of those borrowings, which rose from $521.6 million
during 2001 to $624.2 million during 2002. This increase in volume offsets a
decline in the average cost of those borrowings from 4.23% to 4.10%,
respectively. During the year ended December 31, 2001 volume increases again
drove an increase in interest expense as compared to the prior year as the
average balance of borrowings for 2001 increased $258.7 million. During this
same period the average cost of those borrowings declined 188 basis points.
Interest expense on securities sold under agreements to repurchase
decreased 67.6% during the year ended December 31, 2002 to $532,000 from $1.6
million in the year ended December 31, 2001. This decline was primarily rate
driven as the average yield on those borrowings fell from 3.52% for the year
ended December 31, 2001 to 1.22% for the year ended December 31, 2002.
During the periods presented, interest expense on Senior Notes
consisted of interest accrued with respect to the notes issued in connection
with the 1997 purchase and recapitalization of the Company. During the past four
years, the Company has successfully purchased and retired $58.7 million of the
original $80.0 million 11% Senior Notes resulting in the continued decrease in
interest expense.
During the fourth quarter of 2001, the Company issued $40.3 million in
trust preferred securities bearing an interest rate of 9.00%. Likewise in July
and October 2002, the Company issued an additional $20.0 million in floating
rate trust preferred securities, bringing the total outstanding balance of
mandatorily redeemable trust preferred securities at December 31, 2002 to $60.3
million. These securities bear interest rates of 3.625% and 3.45% over six and
three month LIBOR, respectively. On December 31, 2001, the Company began
quarterly interest payments on its 9.00% trust preferred securities. During
2003, the Company will begin semiannual and quarterly interest payments on the
trust preferred securities issued in July and October 2002. See "Business
-Sources of Funds--Capital Issuances" in Item 1 hereof and Note 10 of the Notes
to Consolidated Financial Statements in Item 8 hereof.
36
AVERAGE BALANCES, NET INTEREST INCOME, YIELDS EARNED AND RATES PAID
The following table sets forth, for the periods indicated, information
regarding (i) the total dollar amount of interest income of the Company
from interest-earning assets and the resultant average yields, (ii) the
total dollar amount of interest expense on interest-bearing liabilities
and the resultant average rates, (iii) net interest income, (iv)
interest rate spread, and (v) net interest margin. Information is based
on average daily balances during the indicated periods (dollars in
thousands):
Years Ended December 31,
------------------------------------------------------------------------------------------
2002 2001
------------ ------------ ---------- ------------ ------------ ----------
Average Average Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
------------ ------------ ---------- ------------ ------------ ----------
ASSETS
Loans receivable(1) $ 2,011,278 $ 137,875 6.86% $ 1,914,373 $ 151,950 7.94%
Securities(2) 576,199 35,200 6.11 522,406 36,952 7.07
Other earning assets(3) 77,356 2,418 3.13 70,004 4,236 6.05
------------ ------------ ------------ ------------
Total interest-earning assets 2,664,833 175,493 6.59% 2,506,783 193,138 7.70%
------------ ========== ------------ ==========
Noninterest-earning assets 130,674 120,098
------------ ------------
Total assets $ 2,795,507 $ 2,626,881
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Transaction accounts(4) $ 601,303 10,338 1.72% $ 519,686 14,532 2.80%
Term certificates of deposit 1,092,278 39,818 3.65 1,145,288 61,094 5.33
------------ ------------ ------------ ------------
Total deposits 1,693,581 50,156 2.96 1,664,974 75,626 4.54
FHLB advances 624,170 25,613 4.10 521,628 22,045 4.23
Securities sold under
agreements to repurchase 43,456 532 1.22 46,600 1,640 3.52
Senior Notes 21,506 2,541 11.81 36,353 4,298 11.81
Mandatorily redeemable trust
preferred securities 46,250 4,020 8.69 11,358 1,035 9.11
------------ ------------ ------------ ------------
Total interest-bearing 2,428,963 82,862 3.41% 2,280,913 104,644 4.59%
------------ ========== ------------ ==========
Noninterest-bearing liabilities 196,338 176,754
Stockholders' equity 170,206 169,214
------------ ------------
Total liabilities and
stockholders' equity $ 2,795,507 $ 2,626,881
============ ============
Net interest-earning assets $ 235,870 $ 225,870
============ ============
Net interest income/interest
rate spread $ 92,631 3.18% $ 88,494 3.11%
============ ========== ============ ==========
Net interest margin 3.48% 3.53%
========== ==========
Ratio of average interest-
earning to average
interest-bearing 109.71% 109.90%
========== ==========
Years Ended December 31,
-------------------------------------------
2000
------------ ------------ ----------
Average Average
Balance Interest Yield/Cost
------------ ------------ ----------
ASSETS $ 1,817,414 $ 157,648 8.67%
Loans receivable(1) 418,280 29,811 7.13
Securities(2) 40,794 2,743 6.72
Other earning assets(3) ------------ ------------
Total interest-earning assets 2,276,488 190,202 8.35%
==========
Noninterest-earning assets 96,288
------------
Total assets $ 2,372,776
============
LIABILITIES AND STOCKHOLDERS' EQUIT
Deposits:
Transaction accounts(4) $ 429,466 15,197 3.54%
Term certificates of deposit 1,309,327 73,220 5.59
------------ ------------
Total deposits 1,738,793 88,417 5.08
FHLB advances 262,885 16,329 6.11
Securities sold under agreements
to repurchase 18,352 1,073 5.85
Senior Notes 50,113 6,033 11.81
Mandatorily redeemable trust
preferred securities -- -- --
------------ ------------
Total interest-bearing 2,070,143 111,852 5.40%
------------ ==========
Noninterest-bearing liabilities 164,045
Stockholders' equity 138,588
------------
Total liabilities and
stockholders' equity $ 2,372,776
============
Net interest-earning assets $ 206,345
============
Net interest income/interest
rate spread $ 78,350 2.95%
============ ==========
Net interest margin 3.44%
==========
Ratio of average interest-
earning to average
interest-bearing 109.97%
==========
----------
(1) The average balance of loans receivable includes nonperforming loans,
interest on which is recognized on a cash basis, and excludes the
allowance for loan losses which is included in noninterest-earning
assets.
(2) Includes all securities including the market valuation accounts.
(3) Includes interest bearing deposits, FHLB of Topeka stock and Federal
Reserve Bank stock.
(4) Includes passbook, NOW and money market accounts.
37
RATE/VOLUME ANALYSIS
The following table sets forth the effects of changing rates and
volumes on net interest income of the Company. Information is provided
with respect to (i) effects on interest income attributable to changes
in volume (changes in volume multiplied by prior rate); (ii) effects on
interest income attributable to changes in rate (changes in rate
multiplied by prior volume); and (iii) changes in rate/volume (change
in rate multiplied by change in volume) (dollars in thousands):
Year Ended December 31, 2002 compared to 2001 Year Ended December 31, 2001 compared to 2000
--------------------------------------------- ---------------------------------------------
Increase (Decrease) due to Increase (Decrease) due to
--------------------------------- ----------------------------------
Total Net Total Net
Increase Increase
Rate Volume Rate/Volume (Decrease) Rate Volume Rate/Volume (Decrease)
-------- -------- ----------- ---------- -------- -------- ----------- ----------
Interest-earning:
Loans receivable $(20,718) $ 7,692 $ (1,049) $(14,075) $(13,394) $ 8,411 $ (715) $ (5,698)
Securities (5,038) 3,805 (519) (1,752) (224) 7,421 (56) 7,141
Other earning assets (2,048) 445 (215) (1,818) (275) 1,964 (196) 1,493
-------- -------- -------- -------- -------- -------- -------- --------
Total net change in income
on interest-earning (27,804) 11,942 (1,783) (17,645) (13,893) 17,796 (967) 2,936
-------- -------- -------- -------- -------- -------- -------- --------
Interest-bearing:
Deposits:
Transaction accounts (5,597) 2,282 (879) (4,194) (3,188) 3,193 (670) (665)
Term certificates of deposit (19,344) (2,827) 895 (21,276) (3,376) (9,173) 423 (12,126)
-------- -------- -------- -------- -------- -------- -------- --------
Total deposits (24,941) (545) 16 (25,470) (6,564) (5,980) (247) (12,791)
FHLB advances (640) 4,334 (126) 3,568 (5,219) 16,072 (5,137) 5,716
Securities sold under agreements
to repurchase (1,070) (110) 72 (1,108) (427) 1,652 (658) 567
Senior Notes 1 (1,754) (4) (1,757) (265) (1,730) 260 (1,735)
Mandatorily redeemable trust
preferred securities (48) 3,179 (146) 2,985 - - 1,035 1,035
-------- -------- -------- -------- -------- -------- -------- --------
Total net change in expense
on interest-bearing (26,698) 5,104 (188) (21,782) (12,475) 10,014 (4,747) (7,208)
-------- -------- -------- -------- -------- -------- -------- --------
Change in net interest income $ (1,106) $ 6,838 $ (1,595) $ 4,137 $ (1,418) $ 7,782 $ 3,780 $ 10,144
======== ======== ========- ======== ======== ======== ======== ========
Year Ended December 31, 2000 compared to 1999
----------------------------------------------
Increase (Decrease) due to
----------------------------------
Total Net
Increase
Rate Volume Rate/Volume (Decrease)
-------- -------- ----------- ----------
Interest-earning:
Loans receivable $ 6,000 $ 19,868 $ 911 $ 26,779
Securities 1,621 (5,681) (270) (4,330)
Other earning assets (166) (399) 20 (545)
-------- -------- -------- --------
Total net change in income on
interest-earning 7,455 13,788 661 21,904
-------- -------- -------- --------
Interest-bearing:
Deposits:
Transaction accounts 2,517 2,020 500 5,037
Term certificates of deposit 6,951 5,249 604 12,804
-------- -------- -------- --------
Total deposits 9,468 7,269 1,104 17,841
FHLB advances 3,283 (1,520) (335) 1,428
Securities sold under agreements
to repurchase -- -- 1,073 1,073
Senior Notes (4) (3,347) 74 (3,277)
Mandatorily redeemable trust
preferred securities -- -- -- --
-------- -------- -------- --------
Total net change in expense on
interest-bearing 12,747 2,402 1,916 17,065
-------- -------- -------- --------
Change in net interest income $ (5,292) $ 11,386 $ (1,255) $ 4,839
======== ======== ======== ========
38
Provision for Loan Losses. The provision for loan losses is charged to
earnings to bring the total allowance for loan losses to a level considered
appropriate by management based on (i) an estimate by management of loan losses
that occurred during the current period and (ii) an ongoing adjustment of prior
estimates of losses occurring in prior periods. To serve as a basis for making
this provision each quarter, the Company maintains an extensive credit risk
monitoring process that considers several factors, including among other things,
current economic conditions affecting the Company's customers, the payment
performance of individual large loans and pools of homogeneous small loans,
portfolio seasoning, changes in collateral values, and detailed reviews of
specific large loan relationships. For large loans deemed to be impaired due to
an expectation that all contractual payments will probably not be received,
impairment is measured by comparing the Company's recorded investment in the
loan to the present value of expected cash flows discounted at the loan's
effective interest rate, the fair value of the collateral or the loan's
observable market price. While management endeavors to use the best information
available in making its evaluations, future adjustments to the allowance for
loan losses may be necessary if economic conditions change substantially from
the assumptions used in making the evaluations. In addition, regulatory
examiners may require the Bank to recognize additions to its allowance based
upon their judgments about information available to them at the time of their
examination.
The Company established provisions for loan losses of $6.6 million,
$5.4 million and $2.7 million during the years ended December 31, 2002, 2001 and
2000, respectively. During such respective periods, loan charge-offs (net of
recoveries) amounted to $5.7 million, $6.1 million and $2.7 million.
Noninterest Income. Total noninterest income amounted to $28.5 million,
$23.7 million and $20.8 million during the years ended December 31, 2002, 2001
and 2000, respectively. The components of noninterest income consist of
deposit-related income, loan fees and loan service charges, net gains on sale of
assets, the increase in the cash surrender value of the bank-owned life
insurance, commission revenue and other miscellaneous income. The $4.8 million
or 20.1% increase in noninterest income in 2002 was due to increases in
deposit-related service charges as the Company has placed increased emphasis on
developing new sources of noninterest revenue. The $3.0 million or 14.2%
increase in noninterest income in 2001 was due primarily to increases in
deposit-related service charges as well as increases in the cash surrender value
of bank-owned life insurance resulting from the additional $10 million purchased
during the year.
Noninterest Expense. Total noninterest expense increased $3.7 million
or 5.5% during the year ended December 31, 2002. This increase was primarily
attributable to increases in compensation and employee benefits expense, which
includes the cost of fully accruing the tax-offsetting bonus feature of stock
options issued to selected officers which was partly offset by the elimination
of $1.3 million in goodwill that would have been amortized in 2002 under prior
accounting rules. During the year ended 2001, total noninterest expense
increased $8.1 million or 13.7%. The increase was attributable to increases in
compensation and employee benefits expense as the Company added personnel to
support its growth strategy as well as a $2.5 million pre-tax loss incurred on
the repurchase of $19.6 million of the Company's Senior Notes.
Provision for Income Taxes. During the years ended December 31, 2002,
2001 and 2000, the Company recognized $15.0 million, $13.5 million and $13.8
million, respectively, of provisions for income taxes. At December 31, 2002, the
Company had approximately $51.0 million of net operating loss carryforwards
available for state income tax purposes. The state net operating loss
carryforwards expire in varying amounts between 2011 and 2014. At December 31,
2002, 2001 and 2000, a valuation allowance for all available state net operating
loss carryforwards was established as it was determined to be more likely than
not that the benefit of the deferred tax asset would not be realized.
Historically, the Company has generated income for federal income tax purposes.
Based on the Company's current strategy, no valuation allowance for other
deferred tax assets has been established as the Company believes it is more
likely than not that sufficient income for federal income tax purposes will be
realized.
39
See Note 12 of the Notes to Consolidated Financial Statements in Item 8 hereof.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity. Liquidity refers to the Company's ability to generate
sufficient cash to meet the funding needs of current loan demand, savings
deposit withdrawals, principal and interest payments with respect to outstanding
borrowings and to pay operating expenses. It is management's policy to maintain
greater liquidity than required in order to be in a position to fund loan
originations, to meet withdrawals from deposit accounts, to make principal and
interest payments with respect to outstanding borrowings and to make investments
that take advantage of interest rate spreads. The Company monitors its liquidity
in accordance with guidelines established by the Company and applicable
regulatory requirements. The Company's need for liquidity is affected by loan
demand, net changes in deposit levels and the scheduled maturities of its
borrowings. The Company can minimize the cash required during the times of heavy
loan demand by modifying its credit policies or reducing its marketing effort.
Liquidity demand caused by net reductions in deposits are usually caused by
factors over which the Company has limited control. The Company derives its
liquidity from both its assets and liabilities. Liquidity is derived from assets
by receipt of interest and principal payments and prepayments, by the ability to
sell assets at market prices and by utilizing unpledged assets as collateral for
borrowings. Liquidity is derived from liabilities by maintaining a variety of
funding sources, including deposits, advances from the FHLB, securities sold
under agreements to repurchase and other short and long-term borrowings.
The Company's liquidity management is both a daily and long-term
function of funds management. Liquid assets are generally invested in short-term
investments such as overnight money funds and short-term government agency
securities. If the Company requires funds beyond its ability to generate them
internally, various forms of both short and long-term borrowings provide an
additional source of funds. At December 31, 2002, the Company had $264.5 million
in available borrowing capacity with the FHLB.
At December 31, 2002, the Company had outstanding loan commitments
(including unused lines of credit) for home equity, commercial real estate and
commercial business loans of approximately $342.8 million and an additional $9.5
million in performance standby letters of credit. Certificates of deposit, which
are scheduled to mature within one year, totaled $708.4 million at December 31,
2002, and borrowings, which are scheduled to mature within the same period
totaled $133.9 million. The Company anticipates that it will have sufficient
funds available to meet its current loan commitments and that, based upon past
experience and current pricing policies, it can adjust the rates of certificates
of deposit to retain a substantial portion of its maturing certificates and
also, to the extent deemed necessary, refinance any maturing borrowings.
During the years ended December 31, 2002 and 2001, the Company made
interest payments on the Senior Notes funded through dividends from the Bank.
During the years ended December 31, 2002, 2001 and 2000, the Company purchased
and retired $250,000, $19.6 million and $34.1 million, respectively, of the
Senior Notes which had been issued in connection with the Company's
recapitalization in 1997. This move will reduce future interest costs associated
with those notes. The Senior Notes have an annual interest debt service
requirement of $2.3 million. During the year ending December 31, 2003, the
Company intends to fund the interest payments scheduled to be made on March 1,
2003 and September 1, 2003 through dividends from the Bank.
On December 31, 2001, Trust I began quarterly interest payments on its
9.00% trust preferred securities, which had been issued earlier in the year.
These trust preferred securities have an annual interest debt service of $3.6
million. During 2003, the Company will begin semiannual and quarterly interest
payments on the trust preferred securities issued by the newly formed Trusts II
and III, respectively. These securities bear interest rates of 3.625% and 3.45%
over six and three month LIBOR, respectively. The Company intends to fund all
trust preferred security payments through dividends from
40
the Bank. See "Business - Sources of Funds - Capital Issuances" in Item 1 hereof
and Note 10 of the Notes to Consolidated Financial Statements in Item 8 hereof.
Capital Resources. During the fourth quarter of 2001, the Trust issued
trust preferred securities for an aggregate price of approximately $40.3
million. In two separate issuances during 2002, the Company issued a total of
$20.0 million additional trust preferred securities. See "--Liquidity and
Capital Resources - Liquidity". The trust preferred securities will be used as
Tier I Capital to the extent allowable by regulatory guidelines.
Federally insured institutions such as the Company and the Bank are
required to maintain minimum levels of regulatory capital. See
"Business--Regulation and Supervision--Capital Requirements" in Item 1 hereof.
The following table reflects the Company's and the Bank's actual levels of
regulatory capital and applicable regulatory capital requirements at December
31, 2002 (dollars in thousands):
Minimum Required Actual Excess
------------------- -------------------- -------------------
Percent Amount Percent Amount Percent Amount
------- ------ ------- ------ ------- ------
The Company:
Leverage 4.00% $ 111,752 7.01% $ 195,752 3.01% $ 84,000
Core capital 4.00 81,199 9.64 195,752 5.64 114,553
Total capital 8.00 162,398 11.45 232,492 3.45 70,094
The Bank:
Leverage 4.00% $ 111,651 8.07% $ 225,288 4.07% $ 113,637
Core capital 4.00 81,093 11.11 225,288 7.11 144,195
Total capital 8.00 162,185 12.37 250,683 4.37 88,498
INFLATION AND CHANGING PRICES
The consolidated financial statements and related data presented in
Item 8 hereof have been prepared in accordance with accounting principles
generally accepted in the United States of America, which require the
measurement of financial position and operating results in terms of historical
dollars (except with respect to available for sale securities which are carried
at market value), without considering changes in the relative purchasing power
of money over time due to inflation. Unlike most industrial companies,
substantially all of the assets and liabilities of the Company are monetary in
nature. As a result, interest rates have a more significant impact on the
Company's performance than the effects of general levels of inflation. Interest
rates do not necessarily move in the same direction or in the same magnitude as
the prices of goods and services.
41
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
The following tables present quantifiable, long-term contractual cash
obligations and commercial commitments of the Company as of December 31, 2002.
See Notes 7, 8, 9 and 10 of the Notes to the Consolidated Financial Statements
in item 8 hereof and "--Liquidity and Capital Resources" (dollars in thousands):
Payments Due By Period
--------------------------------------------------------------------------------
More than
Less than One to Three to Over
Contractual Cash Obligations Total One Year Three Years Five Years Five Years
----------------------------------------------- ------------ ------------ ------------ ------------ ------------
FHLB advances $ 684,193 $ 74,171 $ 10,000 $ 100,000 $ 500,022
Securities sold under agreements to repurchase 59,696 59,696 -- -- --
Senior Notes 21,295 -- 21,295 -- --
Mandatorily redeemable trust preferred securities 60,250 -- -- -- 60,250
Operating leases 6,911 911 1,180 640 4,180
Unconditional purchase obligations:
Data processing hardware obligation 932 932 -- -- --
Data processing maintenance obligation 1,060 265 530 265 --
------------ ------------ ------------ ------------ ------------
Total contractual cash obligations $ 834,337 $ 135,975 $ 33,005 $ 100,905 $ 564,452
============ ============ ============ ============ ============
In order to support strategic objectives, during 2001 management
initiated a project to return its mainframe operations to an internally
supported function. The Company's mainframe processing had been operated in a
data center operated by a third-party servicer. During the first quarter of
2002, the Company brought its mainframe processing in-house and the remaining
maintenance contractual obligation is reflected above. During the fourth quarter
of 2002, management determined the need for larger capacity hardware to be used
in support of its new mainframe processing system. The contractual purchase
obligation is also reflected above. The Company does not anticipate these
actions will have a material impact on its consolidated financial condition.
Amount of Commitment Expiration Per Period
-------------------------------------------------------------------------------
More than
Unfunded Less than One to Three to Over
Commitments Commitments One Year Three Years Five Years Five Years
------------------------- ---------------- ---------------- ---------------- ---------------- ----------------
Lines of credit $ 250,780 $ 65,083 $ 120,973 $ 55,937 $ 8,787
Standby letters of credit 9,488 7,607 1,881 -- --
Other commitments 91,984 6,418 15,591 6,050 63,925
---------------- ---------------- ---------------- ---------------- ----------------
Total commitments $ 352,252 $ 79,108 $ 138,445 $ 61,987 $ 72,712
================ ================ ================ ================ ================
CRITICAL ACCOUNTING POLICIES
The Company considers its Allowance for Loan Losses policy as a policy
critical to the sound operations of the Bank. The Company provides for loan
losses each period by an amount resulting from both (a) an estimate by
management of loan losses that occurred during the period and (b) the ongoing
adjustment of prior estimates of losses occurring in prior periods. The
provision for loan losses increases the allowance for loan losses, which is
netted against loans on the consolidated statements of financial condition. As
losses are confirmed, the loan is written down, reducing the allowance for loan
losses. See "Business--Asset Quality" contained in Item 1 herein and Note 1(e)
of the Notes to Consolidated Financial Statements in Item 8 hereof for further
information regarding the Company's provision and allowance for loan losses
policy.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company adopted SFAS No. 142, Goodwill and Other Intangible Assets,
as of January 1, 2002 and no longer amortizes goodwill. As of the date of
adoption, the Company had unamortized
42
goodwill in the amount of approximately $15.5 million, which was subject to the
transition provisions of Statement No. 142. The Company determined there was no
transitional impairment loss at January 1, 2002. There was no amortization
expense for the year ended December 31, 2002, whereas this expense amounted to
$1.3 million for the years ended December 31, 2001 and 2000, respectively. The
Company's net income for the years ended December 31, 2001 and 2000, excluding
the effects of goodwill amortization, would have been $27.8 million and $25.2
million, respectively, compared to $29.0 million for the year ended December 31,
2002. Excluding the effects of goodwill amortization, the earnings per share for
the years ended December 31, 2001 and 2000 would have been $1.37 basic and $1.32
diluted and $1.22 basic and $1.22 diluted, respectively, as compared to $1.53
basic and $1.48 diluted for the year ended December 31, 2002.
In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which supersedes SFAS No. 121 and
portions of APB Opinion No. 30. This statement addresses the recognition of an
impairment loss for long-lived assets to be held and used or disposed of by sale
or otherwise. This statement is effective for financial statements issued for
fiscal years beginning after December 15, 2001 and interim periods within those
fiscal years. The adoption of this statement as of January 1, 2002 had no effect
on the Company's consolidated financial position or results of operations.
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. SFAS No. 145 updates, clarifies and simplifies existing accounting
pronouncements. As it relates to the Company, the statement eliminates the
extraordinary loss classification on early debt extinguishments. The Company has
elected to early adopt this statement as of December 31, 2002. The $2.5 million
and $1.4 million loss associated with the early extinguishment of debt in 2001
and 2000, respectively, has been reclassified from extraordinary loss to other
noninterest expense in the consolidated statements of operations. The result of
the adoption of this statement did not modify or adjust net income for any
period and does not impact the Company's compliance with its various debt
covenants.
In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities, which nullifies EITF Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." This statement requires that a liability be recognized for
costs associated with an exit or disposal activity only when the liability is
incurred. This statement is effective for exit or disposal activities that are
initiated after December 31, 2002. The adoption of this statement as of December
31, 2002 had no effect on the Company's consolidated financial position or
results of operations.
In October 2002, the FASB issued SFAS No. 147, Acquisitions of Certain
Financial Institutions. This statement requires affected institutions to
reclassify their goodwill governed by SFAS Statement No. 72, Accounting for
Certain Acquisitions of Banking and Thrift Institutions, as SFAS No. 142
goodwill as of the date that SFAS No. 142 is adopted. As of December 31, 2002,
the Company had no goodwill governed by SFAS No. 72. This statement also
requires that long-term customer relationship intangible assets be reviewed for
impairment in accordance with SFAS No. 144. The adoption of this statement as of
December 31, 2002 had no effect on the Company's consolidated financial position
or results of operations.
In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation - Transition and Disclosure. This statement amends SFAS
Statement No. 123, Accounting for Stock-Based Compensation, to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. Certain of the disclosure modifications are
required for
43
fiscal years ending after December 15, 2002 and are included in the notes to
these consolidated financial statements. The adoption of this statement as of
December 31, 2002 had no effect on the Company's consolidated financial position
or results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ASSET AND LIABILITY MANAGEMENT
Asset and liability management is concerned with the timing and
magnitude of the repricing of assets and liabilities. It is the objective of the
Company to attempt to control risks associated with interest rate movements. In
general, management's strategy is to match asset and liability balances within
maturity categories to limit the Company's exposure to earnings variations and
variations in the value of assets and liabilities as interest rates change over
time. The Company's asset and liability management strategy is formulated and
monitored by the Asset/Liability Management Committee, which is comprised of the
Chief Executive Officer, the President, the Chief Financial Officer, the
Director of Retail Operations and the Portfolio Manager of the Company, in
accordance with policies approved by the Board of Directors of the Company. The
Asset/Liability Management Committee meets monthly or as needed to review, among
other things, the sensitivity of the Company's assets and liabilities to
interest rate changes, the book and market values of assets and liabilities,
unrealized gains and losses, including those attributable to hedging
transactions, purchase and sale activity, and maturities and prepayments of
loans, investments and borrowings. The Asset/Liability Management Committee also
approves and establishes pricing and funding decisions with respect to overall
asset and liability composition and reports to the Board of Directors.
One of the primary goals of the Company's Asset/Liability Management
Committee is to effectively increase the duration of the Company's liabilities
and/or effectively contract the duration of the Company's assets so that the
respective durations are matched as closely as possible. This duration
adjustment can be accomplished either internally by restructuring the Company's
statement of financial condition, or externally by adjusting the duration of the
Company's assets and/or liabilities through the use of hedging contracts, such
as interest rate swaps, caps and floors. The Company's current strategy is to
hedge internally through the use of core transaction deposit accounts which are
not as rate sensitive as other deposit instruments and FHLB advances, together
with an emphasis on investing in shorter-term or adjustable rate assets which
are more responsive to changes in interest rates, such as U.S. Government agency
mortgage-backed securities with variable maturities, short-term U.S. Government
agency securities and commercial and consumer loans. The foregoing strategies
are more fully described below.
A commonly used method for evaluating interest rate risk includes an
analysis of the interest rate sensitivity "gap", which is defined as the
difference between interest-earning assets and interest-bearing liabilities
maturing or repricing within a given time period. A gap is considered positive
when the amount of interest-rate sensitive assets exceeds the amount of
interest-rate sensitive liabilities. A gap is considered negative when the
amount of interest-rate sensitive liabilities exceeds interest-rate sensitive
assets. Normally, during a period of falling interest rates, a negative gap
would tend to result in an increase in net interest income, while a positive gap
would tend to affect net interest income adversely. Due to differences between
institutions' statements of financial condition, these variances may affect
institutions differently. Because different types of assets and liabilities with
the same or similar maturities may react differently to changes in overall
market rates or conditions, changes in interest rates may affect net interest
income positively or negatively even if an institution were perfectly matched in
each maturity category.
44
The following table summarizes the anticipated maturities or repricing
of the Company's interest-earning assets and interest-bearing liabilities as of
December 31, 2002, based on the information and assumptions set forth in the
notes below (dollars in thousands):
More Than
Three to More Than Three Years
Within Three Twelve One Year to to Five Over Five
Months Months Three Years Years Years Total
----------- ---------- ------------ ----------- ---------- -----------
Interest-earning assets (1):
Loans receivable (2) $ 894,662 $ 299,330 $ 403,886 $ 323,361 $ 181,634 $ 2,102,873
Securities:
Available for sale (3) 31,986 31,160 35,236 53,752 9,247 161,381
Held to maturity 75,636 144,298 86,019 43,618 15,261 364,832
Other interest-earning assets (4) 96,553 -- -- -- -- 96,553
----------- ---------- ---------- ---------- ---------- -----------
Total $ 1,098,837 $ 474,788 $ 525,141 $ 420,731 $ 206,142 $ 2,725,639
=========== ========== ========== ========== ========== ===========
Interest-bearing liabilities:
Deposits (5):
Money market and NOW accounts $ 246,171 $ 30,129 $ 63,546 $ 47,462 $ 181,697 $ 569,005
Passbook accounts 3,411 10,232 20,925 14,610 33,805 82,983
Certificates of deposit 277,011 432,292 194,213 83,164 3,300 989,980
FHLB advances 84,171 -- -- 100,000 500,022 684,193
Securities sold under agreements
to repurchase 59,696 -- -- -- -- 59,696
Senior Notes -- -- 21,295 -- -- 21,295
Mandatorily redeemable trust
preferred securities (6) 20,000 -- -- -- 40,250 60,250
----------- ---------- ---------- ---------- ---------- -----------
Total $ 690,460 $ 472,653 $ 299,979 $ 245,236 $ 759,074 $ 2,467,402
=========== ========== ========== ========== ========== ===========
Excess (deficiency) of
interest-earning assets over
interest-bearing liabilities $ 408,377 $ 2,135 $ 225,162 $ 175,495 $ (552,932) $ 258,237
=========== ========== ========== ========== ========== ===========
Cumulative excess of
interest-earning assets over
interest-bearing liabilities $ 408,377 $ 410,512 $ 635,674 $ 811,169 $ 258,237 $ 258,237
=========== ========== ========== ========== ========== ===========
Cumulative excess of
interest-earning assets over
interest-bearing liabilities
as a percent of total assets 14.38% 14.46% 22.38% 28.56% 9.09% 9.09%
=========== ========== ========== ========== ========== ===========
----------
(1) Adjustable-rate loans and securities are included in the period in
which interest rates are next scheduled to adjust rather than in the
period in which they mature and fixed-rate loans and securities are
included in the periods in which they are scheduled to be repaid, based
on scheduled amortization, in each case as adjusted to take into
account estimated prepayments based on, among other things, historical
performance.
(2) Balances have been reduced for nonaccrual loans.
(3) Does not include unrealized gain on securities classified as available
for sale.
(4) Comprised of cash and due from banks, deposits with other banks, FHLB
stock and Federal Reserve Bank stock.
(5) Adjusted to take into account assumed annual decay rates, which were
applied against money market, NOW and passbook accounts.
(6) Additionally, adjustable rate trust preferred securities are included
in the period in which interest rates are next scheduled to adjust
rather than in the period in which they mature, while fixed rate trust
preferred securities are included in the period in which they are
scheduled to mature.
Although interest rate sensitivity gap is a useful measurement and
contributes toward effective asset and liability management, it is difficult to
predict the effect of changing interest rates based solely on that measure. As a
result, the Asset/Liability Management Committee also regularly reviews interest
rate risk by forecasting the impact of alternative interest rate environments on
net interest income and economic value of equity ("EVE"), which is defined as
the net present value of an institution's existing assets, liabilities and
off-balance sheet instruments, and evaluating such impacts against the maximum
45
potential changes in net interest income and EVE that is authorized by the Board
of Directors of the Company.
The following tables set forth for the indicated dates the estimated
dollar and percentage change in the Company's net interest income over a
four-quarter period and EVE based on the indicated changes in interest rates
assuming an instantaneous uniform change in interest rates at all maturities.
December 31, 2002 December 31, 2001
Net Interest Income Net Interest Income
(next four quarters) (next four quarters)
------------------- ------------------------ -------------------------
Estimated Estimated
Change (in Basis Change Change
Points) in Interest from Base % Change from Base % Change
Rates (1) (000's) from Base (000's) from Base
------------------- --------- --------- --------- ---------
+200 8,315 10 5,853 7
+100 4,485 5 6,201 7
0 85,501(1) -- 89,608(1) --
-100 (3,819) (4) (1,915) (2)
-200 (13,004) (15) (6,343) (7)
December 31, 2002 December 31, 2001
EVE EVE
------------------- ------------------------ -------------------------
Estimated Estimated
Change (in Basis Change Change
Points) in Interest from Base % Change from Base % Change
Rates (1) (000's) from Base (000's) from Base
------------------- --------- --------- --------- ---------
+200 17,745 8 (38,731) (17)
+100 18,403 8 (15,096) (7)
0 218,480 -- 228,509 --
-100 (44,486) (20) (9,447) (4)
-200 (101,178) (46) (55,229) (24)
----------
(1) The base net interest income is an estimate made by utilizing yields
and rates on assets and liabilities in the existing statement of
financial condition as of the dates shown adjusted for assumptions
based on, among other things, future loan and deposit changes and
estimated loan prepayment speeds.
The decrease in net interest income ("NII") for the next four quarters
when projected as of December 31, 2001 as compared to the projections as of
December 31, 2002 in the base case is mainly due to a drop in overall market
interest rates that decreases net interest margin and to a decrease in
forecasted interest earning assets. The increased sensitivity in the NII as
projected in the down shocks is largely due to the drop in market rates to
levels that prevent certain deposit and borrowing rates to decline the full
basis points assumed in the shock thereby squeezing net interest income.
46
The decrease in EVE from December 31, 2001 to December 31, 2002 in the
base case is primarily due to an increase in the market value of the convertible
fixed rate FHLB advances caused by the drop in market rates and the repurchase
of Local Financial stock. The increased sensitivity in the EVE shocks is
principally caused by three factors: (i) the increased duration of deposits at
December 31, 2002 due to the low rate environment, (ii) the duration extension
of the convertible fixed rate FHLB advances that occurs as market rates drop and
(iii) the decline in duration of mortgage-backed securities due to increased
prepayments caused by lower residential market rates.
The model reflects only the effects of assumptions made by management
while running the different interest rate shocks. The only variables between the
different rate shocks are the interest rates, prepayment speeds and the rate of
replacement for prepaying securities. The prepayment assumptions used in the
model are based on historical and market estimates.
Standard present value calculation methodology is used to discount the
estimated future cash flows of assets and liabilities at appropriate discount
rates.
Management of the Company believes that the assumptions used by it to
evaluate the vulnerability of the Company's operations to changes in interest
rates are reasonable; however, the interest rate sensitivity of the Company's
assets and liabilities and the estimated effects of changes in interest rates on
the Company's net interest income and EVE could vary substantially if different
assumptions were used or actual experience differs from the historical
experience on which they are based.
The preceding discussion about the Company's risk management activities
includes "forward-looking statements" that involve risks and uncertainties.
Actual results could differ materially from those projected in the
forward-looking statements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Consolidated Financial Statements at F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in and/or disagreements with accountants on
accounting and financial disclosure during the years ended December 31, 2002 and
2001.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information with respect to directors required in response to this
Item is incorporated herein by reference from the Company's proxy statement to
be filed with the Securities and Exchange Commission pursuant to Regulation
14A, not later than 120 days after the end of the fiscal year covered by this
report. The information with respect to executive officers of the Company can
be found in Part I, Item 4A.
ITEM 11. EXECUTIVE COMPENSATION
The information required in response to this Item is incorporated
herein by reference from the Company's proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A, not later than
120 days after the end of the fiscal year covered by this report.
47
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required in response to this Item is incorporated
herein by reference from the Company's proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A, not later than
120 days after the end of the fiscal year covered by this report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required in response to this Item is incorporated
herein by reference from the Company's proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A, not later than
120 days after the end of the fiscal year covered by this report.
ITEM 14. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer along
with the Company's Chief Financial Officer, of the effectiveness of the design
and operation of the Company's disclosure controls and procedures pursuant to
the Exchange Act Rule 13a-14. Based upon that evaluation, the Company's Chief
Executive Officer along with the Company's Chief Financial Officer concluded
that the Company's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's periodic SEC
filings. There have been no significant changes in the Company's internal
controls or in other factors, which could significantly affect these controls
subsequent to the date the Company carried out its evaluation.
Disclosure controls and procedures are the Company's controls and other
procedures that are designed to ensure that information required to be disclosed
by the Company in the reports that the Company files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by the Company in the reports
that the Company files under the Exchange Act is accumulated and communicated to
the Company's management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosures.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements. The following financial statements for the Years
Ended December 31, 2002, 2001 and 2000 are filed as part of this report:
Independent Auditors' Report
Consolidated Statements of Financial Condition as of December 31, 2002
and 2001.
Consolidated Statements of Operations for the Years Ended December 31,
2002, 2001 and 2000.
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 2002, 2001 and 2000.
48
Consolidated Statements of Cash Flows for the Years Ended December 31,
2002, 2001 and 2000.
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules.
No financial statement schedules are included because they are not
required, not applicable, or the required information is contained
elsewhere.
(a)(3) Management Contracts or Compensatory Plan Arrangements
See exhibits marked with an asterisk in Item 15(c) below.
(b) Reports on Form 8-K
On November 14, 2002, the Company issued the Regulation FD Disclosure
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
On October 24, 2002, the Company issued a press release announcing the
issuance of an additional stock repurchase program.
(c) List of Exhibits.
Exhibit
Number Description of Exhibit
------- ----------------------
3.1 Certificate of Incorporation of Local Financial Corporation
("Local Financial")(1)
3.2 Certificate of Amendment of Local Financial(1)
3.3 Bylaws of Local Financial(1)
4.1 Form of Common Stock certificate of Local Financial(1)
4.2 Indenture between Local Financial and The Bank of New York
("BONY"), as Trustee, dated September 8, 1997(1)
4.3 Form of Senior Note (included in Exhibit 4.2)(1)
4.4 Indenture between Local Financial and BONY, as Trustee, dated
September 20, 2001(4)
4.5 Form of Debenture (included in Exhibit 4.6)
4.6 Junior Subordinated Indenture between Local Financial and BONY
dated July 30, 2002
4.7 Form of Floating Rate Junior Subordinate Note due 2032
(included in Exhibit 4.6)
4.8 Indenture of Local Financial with Wilmington Trust Company, as
Trustee, dated October 29, 2002
4.9 Form of Floating Rate Junior Subordinate Debt Security due
2032 (included in Exhibit 4.8)
10.1 Local Financial Stock Option Plan(1)*
10.2 Local Financial Stock Option Agreement between Local Financial
and Edward A. Townsend, dated September 8, 1997(1)*
10.3 Local Financial Corporation 1998 Stock Option Plan, as amended
July 26, 2000(3)*
10.4 Form of Severance Agreement, dated January 1, 1999(2)*
10.5 Amended and Restated Employment Agreement between Local
Financial and Edward A. Townsend, effective October 1,
2000(3)*
10.6 Amended and Restated Employment Agreement between Local
Financial and Jan A. Norton, effective October 1, 2000(3)*
10.7 1998 Non-qualified Stock Option Agreement between Local
Financial and Edward A. Townsend dated September 23, 1998(2)*
10.8 1998 Non-qualified Stock Option Agreement between Local
Financial and Jan A. Norton dated September 23, 1998(2)*
49
10.9 Change of Control, Non-Competition/Non-Solicitation Agreement
between Local Financial and Local Oklahoma Bank, N.A., and
Edward A. Townsend dated January 30, 2001(3)*
10.10 Change of Control, Non-Competition/Non-Solicitation Agreement
between Local Financial and Local Oklahoma Bank, N.A., and Jan
A. Norton dated January 30, 2001(3)*
10.11 Amended and Restated Declaration between Local Financial, BONY
and BONY (Delaware), as Trustees, and the Administrative
Trustees of the Local Financial Capital Trust I, dated
September 20, 2001(4)
10.12 Preferred Securities Guarantee Agreement between Local
Financial and BONY, as Guarantee Trustee, dated as of
September 20, 2001, regarding trust preferred securities(4)
10.13 Amended and Restated Trust Agreement of Local Financial
Capital Trust II by and among Local Financial, BONY and BONY
(Delaware), as Trustees, and the Administrative Trustees named
therein, dated July 30, 2002
10.14 Guarantee Agreement between Local Financial and BONY, as
Guarantee Trustee, dated July 30, 2002, regarding Local
Financial Capital Trust II capital securities
10.15 Amended and Restated Declaration of Trust of Local Financial
Capital Trust III by and among Local Financial, Wilmington
Trust Company as Delaware and Institutional Trustee, and the
Administrators named therein, dated as of October 29, 2002
10.16 Guarantee Agreement dated as of October 29, 2002, executed by
Local Financial and Wilmington Trust Company, as Guarantee
Trustee, regarding Local Financial Capital Trust III capital
securities
21.0 See Company's business description herein
23.0 Consent of KPMG LLP
----------
(1) These exhibits were filed with the Company's Registration Statement
Form S-1, Registration No. 333-43727 dated January 5, 1998, and are
incorporated by reference herein.
(2) These exhibits were filed with the Company's Annual Report on Form 10-K
for the year ended December 31, 1998 and are incorporated by reference
herein.
(3) These exhibits were filed with the Company's Annual Report on Form 10-K
for the year ended December 31, 2000 and are incorporated by reference
herein.
(4) These exhibits were filed with the Company's Registration Statement on
Form S-3, Registration No. 333-68372, dated August 24, 2001, and are
incorporated by reference herein.
*Exhibits identified with an asterisk are management contracts or are
compensatory plans or arrangements.
50
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
LOCAL FINANCIAL CORPORATION
Date March 19, 2003 By: /s/Edward A. Townsend
----------------------------------------
Chairman and Chief Executive Officer
Date March 19, 2003 By: /s/Richard L. Park
----------------------------------------
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date March 19, 2003 By: /s/Robert A. Kotecki*
----------------------------------------
Robert A. Kotecki, Director
Date March 19, 2003 By: /s/Joseph A. Leone*
----------------------------------------
Joseph A. Leone, Director
Date March 19, 2003 By: /s/George Nigh*
----------------------------------------
George Nigh, Director
Date March 19, 2003 By: /s/Jan A. Norton
----------------------------------------
Jan A. Norton, Director
Date March 19, 2003 By: /s/Edward A. Townsend
----------------------------------------
Edward A. Townsend, Director
Date March 19, 2003 By: /s/William D. Breedlove*
----------------------------------------
William D. Breedlove, Director
Date March 19, 2003 By: /s/J. David Rosenberg*
----------------------------------------
J. David Rosenberg, Director
Date March 19, 2003 By: /s/Andrew M. Coats*
----------------------------------------
Andrew M. Coats, Director
----------
* By: /s/ Richard L. Park
---------------------------------
Richard L. Park, Attorney in fact
51
CERTIFICATION
I, Edward A. Townsend, certify that:
1. I have reviewed this annual report on Form 10-K of Local Financial
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
in order to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
(a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
(c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or other
persons performing the equivalent functions):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in the registrant's internal
controls; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls.
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
52
Dated this 19th day of March 2003.
/s/ Edward A. Townsend
-----------------------
Edward A. Townsend
Chief Executive Officer
53
CERTIFICATION
I, Richard L. Park, certify that:
1. I have reviewed this annual report on Form 10-K of Local Financial
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
in order to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
(a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
(c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or other
persons performing the equivalent functions):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registant's
ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any
material weaknesses in the registrant's internal controls; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls.
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
54
Dated this 19th day of March 2003.
/s/ Richard L. Park
-----------------------
Richard L. Park
Chief Financial Officer
55
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Independent Auditors' Report......................................... F-1
Audited Consolidated Financial Statements:
Consolidated Statements of Financial Condition
as of December 31, 2002 and 2001.................................. F-2
Consolidated Statements of Operations
for the Years Ended December 31, 2002, 2001 and 2000.............. F-3
Consolidated Statements of Stockholders' Equity
for the Years Ended December 31, 2002, 2001 and 2000.............. F-4
Consolidated Statements of Cash Flows
for the Years Ended December 31, 2002, 2001 and 2000.............. F-5
Notes to Consolidated Financial Statements
for December 31, 2002, 2001 and 2000.............................. F-7
56
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Local Financial Corporation:
We have audited the accompanying consolidated statements of financial condition
of Local Financial Corporation and subsidiaries (the Company) as of December 31,
2002 and 2001, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 2002. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Local Financial
Corporation and subsidiaries as of December 31, 2002 and 2001, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America.
As discussed in Note 1(r) to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and
Other Intangible Assets, effective January 1, 2002 and early adopted SFAS No.
145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement
No. 13 and Technical Corrections, effective December 31, 2002.
KPMG LLP
Oklahoma City, Oklahoma
January 31, 2003
F-1
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Financial Condition
December 31, 2002 and 2001
(dollars in thousands, except share data)
ASSETS 2002 2001
----------- -----------
Cash and due from banks $ 51,166 $ 50,791
Interest bearing deposits with other banks 7,200 9,700
Securities:
Available for sale 163,473 193,736
Held to maturity 364,832 430,956
----------- -----------
Total securities 528,305 624,692
Loans receivable, net of allowance for loan losses of
$29,532 at December 31, 2002 and $27,621 at December 31, 2001 2,084,144 1,972,145
Federal Home Loan Bank of Topeka and Federal Reserve Bank stock, at cost 38,187 42,213
Premises and equipment, net 42,415 38,751
Assets acquired through foreclosure and repossession, net 1,693 1,910
Intangible assets, net 19,695 15,548
Current and deferred taxes, net 9,428 7,408
Other assets 57,625 56,893
----------- -----------
Total assets $ 2,839,858 $ 2,820,051
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand $ 756,476 $ 636,315
Savings 82,983 70,932
Time 989,980 1,102,115
----------- -----------
Total deposits 1,829,439 1,809,362
Advances from the Federal Home Loan Bank of Topeka 684,193 728,205
Securities sold under agreements to repurchase 59,696 38,694
Senior Notes 21,295 21,545
Other liabilities 17,105 18,459
Mandatorily redeemable trust preferred securities 60,250 40,250
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value, 25,000,000 shares authorized; 20,863,967 shares
issued and 17,785,323 shares outstanding at December 31, 2002 and 20,539,269
shares issued and 19,199,925 shares outstanding at December 31, 2001 209 205
Preferred stock, $0.01 par value, 5,000,000 shares authorized; none outstanding -- --
Additional paid-in capital 208,599 205,773
Retained earnings 151,495 122,480
Treasury stock, 3,078,644 shares at December 31, 2002 and 1,339,344 shares at
December 31, 2001, at cost (193,783) (169,031)
Accumulated other comprehensive income, net of tax 1,360 4,109
----------- -----------
Total stockholders' equity 167,880 163,536
----------- -----------
Total liabilities and stockholders' equity $ 2,839,858 $ 2,820,051
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
F-2
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
For the Years Ended December 31, 2002, 2001 and 2000
(dollars in thousands, except share data)
YEARS ENDED DECEMBER 31,
-------------------------------------
2002 2001 2000
--------- --------- ---------
Interest income:
Loans $ 137,875 $ 151,950 $ 157,648
Securities available for sale 9,992 36,952 29,811
Securities held to maturity 25,208 -- --
Federal Home Loan Bank of Topeka and Federal Reserve Bank stock 1,767 1,989 1,523
Other investments 651 2,247 1,220
--------- --------- ---------
Total interest income 175,493 193,138 190,202
Interest expense:
Deposit accounts 50,156 75,626 88,417
Advances from the Federal Home Loan Bank of Topeka 25,613 22,045 16,329
Securities sold under agreements to repurchase 532 1,640 1,073
Senior Notes 2,541 4,298 6,033
Trust preferred securities 4,020 1,035 --
--------- --------- ---------
Total interest expense 82,862 104,644 111,852
Net interest income 92,631 88,494 78,350
Provision for loan losses (6,600) (5,400) (2,700)
--------- --------- ---------
Net interest income after provision for loan losses 86,031 83,094 75,650
Noninterest income:
Deposit related income 19,110 15,015 13,304
Loan fees and loan service charges 2,031 2,083 1,811
Net gains on sale of assets 823 628 646
Other 6,525 5,997 5,012
--------- --------- ---------
Total noninterest income 28,489 23,723 20,773
--------- --------- ---------
Noninterest expense:
Compensation and employee benefits 42,957 36,703 34,264
Equipment and data processing 6,201 6,561 6,452
Occupancy 4,703 3,978 3,645
Advertising 685 539 633
Professional fees 1,200 1,486 1,061
Other 14,785 17,584 12,721
--------- --------- ---------
Total noninterest expense 70,531 66,851 58,776
--------- --------- ---------
Income before provision for income taxes 43,989 39,966 37,647
Provision for income taxes 14,974 13,489 13,833
--------- --------- ---------
Net income $ 29,015 $ 26,477 $ 23,814
========= ========= =========
Earnings per share:
Net income:
Basic $ 1.53 $ 1.30 $ 1.16
========= ========= =========
Diluted $ 1.48 $ 1.26 $ 1.16
========= ========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
For the Years Ended December 31, 2002, 2001 and 2000
(dollars in thousands)
ACCUMULATED
ADDITIONAL OTHER TOTAL
COMMON PAID-IN RETAINED TREASURY COMPREHENSIVE STOCKHOLDERS'
STOCK CAPITAL EARNINGS STOCK INCOME EQUITY
------- --------- -------- --------- ------- ---------
Balance, December 31, 1999 $ 205 $ 206,758 $ 72,189 $(151,274) $ 416 $ 128,294
Comprehensive income:
Net income -- -- 23,814 -- -- 23,814
Net change in unrealized gains
on securities available for
sale, net of reclassification
adjustment -- -- -- -- 4,163 4,163
---------
Comprehensive income 27,977
------- --------- -------- --------- ------- ---------
Balance, December 31, 2000 205 206,758 96,003 (151,274) 4,579 156,271
Comprehensive income:
Net income -- -- 26,477 -- -- 26,477
Net change in unrealized gains
on securities available for
sale, net of reclassification
adjustment -- -- -- -- (470) (470)
---------
Comprehensive income 26,007
---------
Purchase of treasury stock -- -- -- (17,757) -- (17,757)
Issuance of common stock -
warrants exercised -- 19 -- -- -- 19
Purchase of stock warrants -- (1,004) -- -- -- (1,004)
------- --------- -------- --------- ------- ---------
Balance, December 31, 2001 205 205,773 122,480 (169,031) 4,109 163,536
Comprehensive income:
Net income -- -- 29,015 -- -- 29,015
Net change in unrealized gains
on securities available for sale,
net of reclassification adjustment -- -- -- -- (2,749) (2,749)
---------
Comprehensive income 26,266
---------
Purchase of treasury stock -- -- -- (24,752) -- (24,752)
Issuance of common stock - warrants exercised 2 1,281 -- -- -- 1,283
Issuance of common stock - options exercised 2 1,962 -- -- -- 1,964
Purchase of stock warrants -- (721) -- -- -- (721)
Tax benefits from employee stock options -- 304 -- -- -- 304
------- --------- -------- --------- ------- ---------
Balance, December 31, 2002 $ 209 $ 208,599 $151,495 $(193,783) $ 1,360 $ 167,880
======= ========= ======== ========= ======= =========
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2002, 2001 and 2000
(dollars in thousands)
YEARS ENDED DECEMBER 31,
-------------------------------------
2002 2001 2000
--------- --------- ---------
Cash provided (absorbed) by operating activities:
Net income $ 29,015 $ 26,477 $ 23,814
Adjustments to reconcile net income to net
cash provided by operating activities:
Provisions for loan losses 6,600 5,400 2,700
Deferred income tax expense (benefit) (2,498) 1,829 5,579
Accretion of discounts and amortization of deferred fees
on loans acquired and securities, net (2,208) (4,619) (3,882)
Depreciation and amortization 4,391 5,315 4,972
Net change in loans held for sale (2,313) (341) 879
Net gains on sale of assets (823) (628) (646)
Change in other assets 2,276 1,138 (959)
Change in other liabilities (2,451) (1,086) (8,772)
--------- --------- ---------
Net cash provided by operating activities 31,989 33,485 23,685
--------- --------- ---------
Cash provided (absorbed) by investing activities:
Proceeds from sales of securities available for sale 54,239 19,813 283,910
Proceeds from principal collections on securities 339,809 264,017 58,570
Purchase of securities (299,690) (551,999) (73,178)
Purchases of Federal Home Loan Bank and
Federal Reserve Bank stock (3,988) (22,796) (6,632)
Proceeds from the sale of Federal Home Loan Bank stock 8,279 -- 12,035
Purchase of bank owned life insurance -- (10,000) (25,000)
Change in loans receivable, net (91,158) (129,219) (252,767)
Proceeds from disposal of assets acquired through
foreclosure and repossession 2,448 1,910 1,647
Purchases of premises and equipment (6,417) (4,869) (9,762)
Proceeds from sales of premises and equipment 63 8 71
Cash paid in acquisition of Citizens Financial Corporation,
net of cash and cash equivalents received 1,257 -- --
--------- --------- ---------
Net cash provided (absorbed) by investing activities 4,842 (433,135) (11,106)
--------- --------- ---------
(Continued)
F-5
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2002, 2001 and 2000
(dollars in thousands)
YEARS ENDED DECEMBER 31,
-------------------------------------------
2002 2001 2000
----------- ----------- -----------
Cash provided (absorbed) by financing activities:
Change in transaction accounts $ 106,826 $ 37,588 $ 137,289
Change in time deposits (119,876) (160,019) (53,836)
Change in securities sold under agreements to repurchase 21,002 480 38,214
Proceeds from advances from the Federal Home Loan Bank 1,169,260 2,637,818 5,980,763
Repayments of advances from the Federal Home Loan Bank (1,213,272) (2,099,641) (6,092,770)
Proceeds from the issuance of common stock 3,247 19 --
Proceeds from the issuance of trust preferred securities 20,000 40,250 --
Payments of trust preferred securities issuance costs (420) (1,949) --
Purchase of Senior Notes (250) (19,615) (34,090)
Purchase of treasury stock (24,752) (17,757) --
Purchase of stock warrants (721) (1,004) --
----------- ----------- -----------
Net cash provided (absorbed) by financing activities (38,956) 416,170 (24,430)
----------- ----------- -----------
Net change in cash and cash equivalents (2,125) 16,520 (11,851)
Cash and cash equivalents at beginning of year 60,491 43,971 55,822
----------- ----------- -----------
Cash and cash equivalents at end of year $ 58,366 $ 60,491 $ 43,971
=========== =========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 81,665 $ 104,300 $ 113,209
=========== =========== ===========
Income taxes $ 12,500 $ 13,083 $ 9,088
=========== =========== ===========
Supplemental schedule of noncash investing and financing activities:
Transfer of loans to assets acquired through foreclosure and
repossession $ 1,702 $ 2,996 $ 1,805
=========== =========== ===========
Transfer of loans securitized to investments available for
sale and servicing rights $ -- $ -- $ 87,587
=========== =========== ===========
Transfer of investments from available for sale
to held to maturity $ -- $ 430,956 $ --
=========== =========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
(Continued)
F-6
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Local Financial Corporation (Local Financial) is a bank holding
company, which owns 100% of the outstanding common stock of Local
Oklahoma Bank, N.A. (Local or the Bank). In September 2001, Local
Financial formed Local Financial Capital Trust I (the Trust) as a
wholly- owned subsidiary. The Trust was formed to facilitate the
issuance of 1,610,000 shares of 9.00% cumulative trust preferred
securities at $25 per share. In July and October 2002, Local Financial
formed Local Financial Capital Trusts II and III (the Trusts),
respectively, to facilitate each trust issuing 10,000 shares of
adjustable rate cumulative trust preferred securities at $1,000 per
share. The accounting and reporting practices of Local Financial and
its subsidiaries reflect industry practices and are in accordance with
accounting principles generally accepted in the United States of
America. The more significant policies are described below.
In November 2002, Local purchased 100% of the capital stock of Citizens
Financial Corporation (Citizens) that owned U.S. National Bank, N.A.
Citizens was subsequently dissolved and U.S. National Bank, N.A. was
merged into the Bank. The accompanying consolidated financial
statements for the year ended December 31, 2002, reflect the results
only from its acquisition date of November 2002.
(a) PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the
accounts of Local Financial and its wholly owned subsidiaries,
which are the three trusts and Local, as well as Local's only
active subsidiary, Local Securities Corporation (Local
Securities). Local is an insured depository institution, which
obtains deposit funds primarily through retail branches
throughout the State of Oklahoma and lends those funds
throughout the United States. Local Securities is a registered
broker-dealer under the Securities Exchange Act of 1934 and
provides retail investment products to customers of Local.
Local Financial and its subsidiaries, the three trusts and
Local, are collectively referred to as the Company. All
significant intercompany accounts and transactions have been
eliminated in the accompanying consolidated financial
statements.
In preparing the consolidated financial statements, management
is required to make estimates and assumptions. Those estimates
and assumptions relate principally to the determination of the
allowance for loan losses, the valuation of assets acquired
through foreclosure and repossession and the fair value of
financial instruments. Actual results could differ from those
estimates. The accounting policies for these items and other
significant accounting policies are presented below.
(b) STATEMENTS OF CASH FLOWS
For the purpose of the consolidated statements of cash flows,
the Company defines cash and cash equivalents as cash and due
from banks and interest bearing deposits with other banks.
(Continued)
F-7
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
(c) SECURITIES
The Company's investment portfolio consists primarily of
mortgage-backed securities. Mortgage-backed securities are
made up of mortgage-backed pass-through certificates and
mortgage-derivative securities such as collateralized mortgage
obligations and real estate mortgage investment conduits.
Local does not own any principal only, interest only or
residual tranches mortgage-backed securities. The Company
classifies its securities as held to maturity, available for
sale or held for trading. Trading securities are bought and
held principally for the purpose of selling them in the near
term. Held to maturity securities are those securities for
which the Company has the ability and intent to hold until
maturity. Securities are classified as available for sale when
such securities may be sold at a future date or if there are
foreseeable circumstances under which the Company would sell
such securities prior to maturity. At December 31, 2002 and
2001, the Company had classified all its investment securities
as either held to maturity or available for sale. No
investment securities within the portfolio were held for
trading purposes at December 31, 2002 and 2001.
Securities classified as available for sale are recorded at
their estimated market value. Changes in the estimated market
value of securities available for sale are included in
stockholders' equity, net of deferred taxes, as accumulated
other comprehensive income. Unrealized losses on available for
sale securities, which are judged to be other than temporary,
are charged to earnings in the consolidated statements of
operations. Securities held to maturity are recorded at
amortized cost, adjusted for the amortization or accretion of
premiums or discounts. Gains and losses on available for sale
securities are computed on a specific identification basis.
Premiums and discounts are amortized or accreted in the
consolidated statements of operations to approximate a level
yield over the life of the related security.
Investments in Federal Reserve Bank (FRB) and Federal Home
Loan Bank of Topeka (FHLB) stock are required investments and
are carried at cost.
(d) LOANS RECEIVABLE
Loans receivable are recorded at the contractual amounts owed
by borrowers, less deferred fees and costs, unearned interest,
the allowance for loan losses, nondisbursed funds, and
discounts on loans acquired or originated. Interest on loans
is credited to income as earned, to the extent deemed
collectible. Discounts on loans and unearned interest on
consumer loans are accreted into interest income to
approximate a level yield over the contractual lives of the
loans, adjusted for actual prepayments.
Loans are generally placed on nonaccrual status when they
become 90 days past due. Previously accrued but uncollected
interest on loans placed on nonaccrual status is reversed
unless determined to be fully collectible. Payments received
on nonaccrual loans are generally applied to principal as they
are received. Upon full collection of the principal balance or
determination that future collection of principal is probable,
interest income is recognized as received.
(Continued)
F-8
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
(e) PROVISION AND ALLOWANCE FOR LOAN LOSSES
Each period the provision for loan losses in the consolidated
statements of operations results from the combination of a) an
estimate by management of loan losses that occurred during the
current period and b) the ongoing adjustment of prior
estimates of losses occurring in prior periods.
To serve as a basis for making this provision each quarter,
the Company maintains an extensive credit risk monitoring
process that considers several factors including: current
economic conditions affecting the Company's customers, the
payment performance of individual large loans and pools of
homogeneous small loans, portfolio seasoning, changes in
collateral values, and detailed reviews of specific large loan
relationships. For large loans deemed to be impaired due to an
expectation that all contractual payments, including interest,
will probably not be received, impairment is measured by
comparing the Company's recorded investment in the loan to the
present value of expected cash flows discounted at the loan's
effective interest rate, the fair value of the collateral or
the loan's observable market price.
The provision for loan losses increases the allowance for loan
losses, a valuation account which is netted against loans on
the consolidated statements of financial condition. As the
specific customer and amount of a loan loss is confirmed by
gathering additional information, taking collateral in full or
partial settlement of the loan, bankruptcy of the borrower,
etc., the loan is written down, reducing the allowance for
loan losses. If, subsequent to a writedown, the Company is
able to collect additional amounts from the customer or obtain
control of collateral worth more than previously estimated, a
recovery is recorded, thus increasing the allowance for loan
losses.
(f) LOAN ORIGINATION FEES, LOAN COMMITMENT FEES AND RELATED COSTS
The Company defers loan origination fees, loan commitment fees
and the incremental direct costs (principally compensation and
benefits relating to successful underwriting efforts) relative
to loans originated. These deferred fees and costs are
amortized into interest income to approximate a level yield
over the life of the related loans, adjusted for actual
prepayments.
Other loan fees such as loan servicing fees and late payment
fees are included as a component of noninterest income in the
accompanying consolidated statements of operations.
(g) LOANS HELD FOR SALE AND GAINS AND LOSSES FROM THE SALE OF
LOANS
Loans originated and intended for sale are carried at the
lower of cost or estimated market value in the aggregate. Net
unrealized losses are recognized through a valuation allowance
by charges to income. There were no loans other than student
loans held for sale at December 31, 2002 and 2001.
(Continued)
F-9
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
Gains and losses resulting from the sale of loans are
determined by the specific identification method and reflect
the extent that sales proceeds exceed or are less than the
carrying value of the loans sold. In some cases, the Company
sells loans and continues to service such loans for the
investor. In these cases, the Company recognizes either a
servicing asset, at its allocated previous carrying amount
based on relative fair value, or a servicing liability at fair
value. Any servicing assets recognized as part of the sale are
amortized as a deduction from servicing income in proportion
to and over the period of estimated net servicing income. To
the extent sales of loans involve the sale of part of a loan
or a pool of loans, the cost basis is allocated based upon the
relative fair value of the portion sold and the portion
retained.
Periodically, the Company may securitize residential real
estate loans held for investment with the Federal National
Mortgage Association (FNMA) and retain all of the interest in
the FNMA security. No gain or loss is recognized as the
securitization does not qualify as a sale. The Company's
current carrying value is allocated between securities held to
maturity and a servicing asset based on the relative fair
values.
(h) LOAN SERVICING
Loans serviced by the Company for others are primarily the
result of the Company selling loans while retaining the
servicing of those loans. These loans are not included with
loans receivable or any other asset in the accompanying
consolidated statements of financial condition. Fees earned
for servicing loans owned by investors are reported as income
when the related loan payments are collected. Loan servicing
costs are charged to expense as incurred. Loans serviced for
others totaled approximately $113,473,000 and $150,343,000 at
December 31, 2002 and 2001, respectively. Net servicing fees
earned totaled approximately $81,000, $550,000 and $566,000
for the years ended December 31, 2002, 2001 and 2000,
respectively, and are included as a component of loan fees and
loan service charges in the accompanying consolidated
statements of operations.
At December 31, 2002 and 2001, unamortized servicing assets
were approximately $918,000 and $1,567,000, respectively, and
are included in other assets. Amortization of these assets
totaling approximately $649,000, $400,000 and $285,000 was
charged against loan servicing income for the years ended
December 31, 2002, 2001 and 2000, respectively. The Company
anticipates amortization expense on the remaining servicing
assets will average approximately $301,000 per year over the
next three years. Impairment of servicing assets is assessed
based on the fair value of those assets. Fair values are
estimated using discounted cash flows based on a current
market interest rate. At December 31, 2002 and 2001, the
carrying value of servicing assets was not impaired.
(i) BANK OWNED LIFE INSURANCE
The Company has purchased life insurance on its key managers.
The balance was approximately $39,604,000 and $37,254,000 at
December 31, 2002 and 2001, respectively, and is included in
other assets in the consolidated statements of financial
condition. The
(Continued)
F-10
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
increase in the cash surrender value is included in other
noninterest income in the consolidated statements of
operations and amounted to approximately $2,350,000,
$2,000,000 and $261,000 for the years ended December 31, 2002,
2001 and 2000, respectively.
(j) COMMISSIONS
Commission revenues on annuities and life insurance are
recorded when the policies are written and are therefore
earned. Securities transactions and related commission revenue
and expenses are recorded on a trade date basis. Commission
revenue of $4,325,000, $3,731,000 and $4,028,000 for the years
ended December 31, 2002, 2001 and 2000, respectively, was
included in other noninterest income in the consolidated
statements of operations.
(k) PREMISES AND EQUIPMENT
Buildings, building improvements, furniture, fixtures and
equipment are stated at cost, less accumulated depreciation
and amortization. Depreciation and amortization is computed
using the straight-line method over the estimated useful lives
of the related assets. Estimated lives range from 25 to 30
years for buildings and building improvements and 3 to 10
years for furniture, fixtures and equipment.
Maintenance and repairs are charged to expense as incurred and
building improvements are capitalized. The costs and
accumulated depreciation relating to premises and equipment
retired or otherwise disposed of are eliminated from the
accounts and any resulting gains or losses are credited or
charged to income.
(l) ASSETS ACQUIRED THROUGH FORECLOSURE AND REPOSSESSION
Assets acquired through foreclosure and repossession are
recorded at estimated fair value, net of estimated selling
costs at the date of foreclosure or repossession. The values
of assets acquired through foreclosure and repossession are
monitored by the Company continually through sales and rental
activities and by updated appraisals and other valuation
methods when needed. The Company records the gain or loss on
sale and net income and expense from assets acquired through
foreclosure and repossessions in other noninterest expense.
(m) DEFERRED ISSUANCE COSTS
The Company capitalizes all costs related to the issuance of
Senior Notes and trust preferred securities. The unamortized
issuance costs on the Senior Notes at December 31, 2002 and
2001 of approximately $289,000 and $468,000, respectively, and
the trust preferred securities at December 31, 2002 and 2001
of approximately $2,281,000 and $1,931,000, respectively, are
included in other assets in the consolidated statements of
financial condition. Deferred issuance costs are amortized
over the life of
(Continued)
F-11
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
the Senior Notes and trust preferred securities as a yield
adjustment to interest expense on Senior Notes and trust
preferred securities in the consolidated statements of
operations.
(n) INTANGIBLE ASSETS
Intangible assets consist of goodwill and core deposit
intangible assets. Goodwill was approximately $18,640,000 and
$15,548,000 at December 31, 2002 and 2001, respectively.
Goodwill represents the excess cost over fair value of net
assets acquired and for periods prior to December 31, 2001 was
being amortized on a straight-line basis over a 15-year
period. For periods through December 31, 2001, the Company
evaluated the recoverability of goodwill by assessing whether
the amortization of the asset balances over their remaining
lives could be recovered through projected cash flows. The
amount of impairment, if any, was measured based on projected
discounted cash flows. No impairment was recognized at
December 31, 2001.
For periods beginning on January 1, 2002, the Company adopted
the provisions of Statement of Financial Accounting Standards
(SFAS) No. 142, Goodwill and Other Intangible Assets. As a
result, for periods beginning after December 31, 2001,
goodwill and intangible assets with indefinite useful lives no
longer will be amortized, but instead will be tested for
impairment at least annually. To accomplish this, the Company
must identify its reporting units and determine the carrying
value of each reporting unit by assigning the assets and
liabilities, including the existing goodwill and intangible
assets, to those reporting units. The Company will then
determine the fair value of each reporting unit and compare it
to the reporting unit's carrying amount. To the extent a
reporting unit's carrying amount exceeds its fair value, an
indication exists that the reporting unit's goodwill may be
impaired and the Company must perform the second step of the
impairment test. In the second step, the Company must compare
the implied fair value of the reporting unit's goodwill,
determined by allocating the reporting unit's fair valued to
all of its assets (recognized and unrecognized) and
liabilities in a manner similar to a purchase price allocation
in accordance with SFAS No. 141, Business Combinations, to its
carrying amount. If the carrying amount of reporting unit
goodwill exceeds the implied fair value of the goodwill, an
impairment loss is recognized in an amount equal to that
excess. The results of this analysis (determined using the
market value of price to earnings and price to book value of
recent sales of financial institutions) did not require the
Company to recognize an impairment loss.
In connection with the acquisition of Citizens (see Note 2),
the Company recorded a core deposit intangible asset which was
approximately $1,055,000 at December 31, 2002. The Company
evaluates the recoverability of core deposit intangible assets
by assessing whether the amortization of the asset balances
over their remaining lives can be recovered through
undiscounted cash flows. The amount of impairment, if any, is
measured as the difference between the carrying amount and
fair value of the asset. The core deposit intangible asset was
determined to have a useful life of approximately 12 years and
will be amortized based upon the estimated percentage decline
of the future income generated by the acquired deposits. Core
deposit intangible asset amortization expense for the year
ended December 31, 2002 was approximately $15,000. The
(Continued)
F-12
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
Company expects amortization expense to range from
approximately $278,000 to $86,000 over the next five years.
(o) INCOME TAXES
Deferred tax assets and liabilities are reflected at currently
enacted income tax rates applicable to the period in which the
deferred tax assets or liabilities are expected to be realized
or settled. As changes in tax laws or rates are enacted,
deferred tax assets and liabilities are adjusted through the
provision for income taxes.
(p) EARNINGS PER SHARE
Basic net income per share is based upon the weighted average
number of shares outstanding during the period. Stock options
and warrants to purchase common stock are considered in
diluted income per share calculations, if dilutive, and are
computed using the treasury stock method.
The following table reconciles the net income and weighted
average shares outstanding used in the calculation of basic
and diluted net income per share for the years ended December
31, 2002 and 2001.
2002
-----------------------------------------
WEIGHTED
AVERAGE
SHARES PER SHARE
NET INCOME OUTSTANDING AMOUNT
----------- ---------- -----------
Basic net income per share $29,015,000 18,912,354 $ 1.53
===========
Effect of dilutive securities:
Options -- 704,309
----------- -----------
Diluted net income per share $29,015,000 19,616,663 $ 1.48
=========== =========== ===========
2001
-----------------------------------------
WEIGHTED
AVERAGE
SHARES PER SHARE
NET INCOME OUTSTANDING AMOUNT
----------- ---------- -----------
Basic net income per share $26,477,000 20,368,028 $ 1.30
===========
Effect of dilutive securities:
Warrants -- 64,841
Options -- 533,662
----------- -----------
Diluted net income per share $26,477,000 20,966,531 $ 1.26
=========== =========== ===========
(Continued)
F-13
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
For the year ended December 31, 2000, the weighted average
number of shares is 20,537,209. Stock options and warrants to
purchase common stock discussed in Note 1(s) were outstanding
during the year ended December 31, 2000, but were not included
in the computation of diluted income per share because the
average share price was below the exercise price during the
year ended December 31, 2000.
(q) SEGMENTS
The Company operates as one segment. The operating information
used by the Company's chief operating decision-maker for
purposes of assessing performance and making operating
decisions about the Company is the consolidated financial
statements presented herein. The Company has one active
operating subsidiary, namely, Local Oklahoma Bank, National
Association, a national banking association. The Bank, in
turn, has one active operating subsidiary, Local Securities
Corporation, which is a registered broker-dealer under the
Securities Exchange Act of 1934 and provides retail investment
products to customers of the Bank. While Local Securities
qualifies as a separate operating segment, it is not
considered material to the consolidated financial statements
for the purposes of making operating decisions and does not
meet the 10% threshold for disclosure under SFAS No. 131,
Disclosure About Segments of an Enterprise and Related
Information.
In September 2001, the Company formed Local Financial Capital
Trust I. Then, in July 2002 and October 2002, the Company
formed Local Financial Capital Trust II and Local Financial
Capital Trust III, respectively. All are wholly-owned finance
subsidiaries. They do not qualify as operating segments under
SFAS No. 131 and have no independent operations and no other
function other than the issuance of their securities and the
related purchase of the junior subordinated debentures from
Local Financial and to distribute payments referred thereon to
the holders of their securities.
(r) NEW ACCOUNTING PRONOUNCEMENTS
The Company adopted SFAS No. 142, Goodwill and Other
Intangible Assets, as of January 1, 2002 and no longer
amortizes goodwill. As of the date of adoption, the Company
had unamortized goodwill in the amount of approximately
$15,548,000, which was subject to the transition provisions of
Statement No. 142. The Company determined there was no
transitional impairment loss at January 1, 2002. There was no
amortization expense for the year ended December 31, 2002,
whereas this expense amounted to $1,340,000 and $1,339,000 for
the years ended December 31, 2001 and 2000, respectively. The
Company's net income for the years ended December 31, 2001 and
2000, excluding the effects of goodwill amortization, would
have been $27,817,000 and $25,153,000, respectively, compared
to $29,015,000 for the year ended December 31, 2002. Excluding
the effects of goodwill amortization, the earnings per share
for the years ended December 31, 2001 and 2000 would have been
$1.37 basic and $1.32 diluted and $1.22 basic and $1.22
diluted, respectively, as compared to $1.53 basic and $1.48
diluted for the year ended December 31, 2002.
(Continued)
F-14
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
In August 2001, the FASB issued SFAS No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets, which
supersedes SFAS No. 121 and portions of APB Opinion No. 30.
This statement addresses the recognition of an impairment loss
for long-lived assets to be held and used or disposed of by
sale or otherwise. This statement is effective for financial
statements issued for fiscal years beginning after December
15, 2001 and interim periods within those fiscal years. The
adoption of this statement as of January 1, 2002 had no effect
on the Company's consolidated financial position or results of
operations.
In April 2002, the FASB issued SFAS No. 145, Rescission of
FASB Statements No. 4, 44 and 64, Amendment of FASB Statement
No. 13, and Technical Corrections. SFAS No. 145 updates,
clarifies and simplifies existing accounting pronouncements.
As it relates to the Company, the statement eliminates the
extraordinary loss classification on early debt
extinguishments. The Company has elected to early adopt this
statement as of December 31, 2002. The $2,508,000 and
$1,420,000 loss associated with the early extinguishment of
debt in 2001 and 2000, respectively, has been reclassified
from extraordinary loss to other noninterest expense in the
consolidated statements of operations. The result of the
adoption of this statement did not modify or adjust net income
for any period and does not impact the Company's compliance
with its various debt covenants.
In July 2002, the FASB issued SFAS No. 146, Accounting for
Costs Associated with Exit or Disposal Activities, which
nullifies EITF Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a
Restructuring)." This statement requires that a liability be
recognized for costs associated with an exit or disposal
activity only when the liability is incurred. This statement
is effective for exit or disposal activities that are
initiated after December 31, 2002. The adoption of this
statement as of December 31, 2002 had no effect on the
Company's consolidated financial position or results of
operations.
In October 2002, the FASB issued SFAS No. 147, Acquisitions of
Certain Financial Institutions. This statement requires
affected institutions to reclassify their goodwill governed by
SFAS Statement No. 72, Accounting for Certain Acquisitions of
Banking and Thrift Institutions, as SFAS No. 142 goodwill as
of the date that SFAS No. 142 is adopted. As of December 31,
2002, the Company had no goodwill governed by SFAS No. 72.
This statement also requires that long-term customer
relationship intangible assets be reviewed for impairment in
accordance with SFAS No. 144. The adoption of this statement
as of December 31, 2002 had no effect on the Company's
consolidated financial position or results of operations.
In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation - Transition and Disclosure. This
statement amends SFAS Statement No. 123, Accounting for
Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In
addition, this statement amends the disclosure
(Continued)
F-15
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
requirements of SFAS No. 123 to require prominent disclosures
in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and
the effect of the method used on reported results. Certain
disclosure modifications are required for fiscal years ending
after December 15, 2002 and are included in the notes to these
consolidated financial statements. The adoption of this
statement as of December 31, 2002 had no effect on the
Company's consolidated financial position or results of
operations.
(s) STOCK COMPENSATION
In September 1997, the Board of Directors adopted a stock
option plan. The stock option plan has 2,100,370 shares of
common stock authorized and provides for the granting of stock
options intended to comply with the applicable requirements of
the Internal Revenue Code.
Stock option activity during the years indicated was as
follows:
NUMBER OF WEIGHTED-AVERAGE
SHARES EXERCISE PRICE
---------- ---------------
Balance at December 31, 1999 1,672,005 $ 10.00
Granted 429,000 10.00
Forfeited (16,000) 10.00
---------- ----------
Balance at December 31, 2000 2,085,005 10.00
Granted 15,000 10.00
---------- ----------
Balance at December 31, 2001 2,100,005 10.00
Granted 35,000 14.42
Exercised/Repurchased (211,365) 10.00
Forfeited (22,000) 10.00
---------- ----------
Balance at December 31, 2002 1,901,640 $ 10.08
========== ==========
Awards under the Company's stock option plan vest over periods
ranging from three to five years. The stock options expire ten
years from the effective dates of the respective option
agreements. At December 31, 2002, the range of exercise prices
and weighted-average remaining contractual life of outstanding
options was $10.00 to $17.37 and 6.34 years, respectively. At
December 31, 2002, 1,532,578 options were exercisable compared
to 1,562,275 at December 31, 2001 and 1,328,674 at December
31, 2000 with a weighted-average exercise price of $10.00
each.
The per share weighted-average fair value of stock options
granted for the years ended December 31, 2002, 2001 and 2000
was $4.69, $5.67 and $2.28, respectively, on the date of grant
using the Black-Scholes option-pricing model with the
following assumptions: risk-free interest rate of 2.73%, 4.30%
and 4.97%, respectively, volatility
(Continued)
F-16
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
rate of 31.52%, 37.06% and 9.13%, respectively, expected life
of 5 years for each period, and no expected dividend yield.
The Company applies the intrinsic-value based method of
accounting prescribed by APB Opinion No. 25 and related
interpretations in accounting for its stock option plan. Under
this method, compensation expense is recorded on the date of
grant only if the current market price of the underlying stock
exceeds the exercise price. Accordingly, no compensation cost
has been recognized for its stock option rights. Had the
Company determined compensation cost based on the fair value
at the grant date for its stock options under SFAS No. 123,
Accounting for Stock Based Compensation, the Company's net
income for the years ended December 31, 2002, 2001 and 2000
would have been decreased to the pro forma amounts below.
YEARS ENDED DECEMBER 31,
-----------------------------------------------
2002 2001 2000
------------- ------------- -------------
(dollars in thousands, except share data)
Net income as reported $ 29,015 $ 26,477 $ 23,814
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
awards, net of related tax effects (446) (472) (880)
------------- ------------- -------------
Pro forma net income $ 28,569 $ 26,005 $ 22,934
============= ============= =============
Earnings per share:
Basic - as reported $ 1.53 $ 1.30 $ 1.16
============= ============= =============
Basic - pro forma $ 1.51 $ 1.28 $ 1.12
============= ============= =============
Diluted - as reported $ 1.48 $ 1.26 $ 1.16
============= ============= =============
Diluted - pro forma $ 1.46 $ 1.24 $ 1.12
============= ============= =============
Additionally, two employees are entitled to a cash offset
bonus for their stock options. Bonus compensation of
$5,121,000 was recorded in compensation and employee benefits
in the consolidated statements of operations for the year
ended December 31, 2002.
(t) RECLASSIFICATIONS
Certain reclassifications were made to the 2001 and 2000
consolidated financial statements to conform to the 2002
presentation.
(2) ACQUISITION
On November 5, 2002, Local acquired 100% of the outstanding common
shares of Citizens and its subsidiary, U.S. National Bank, N.A for
cash. Citizens was subsequently dissolved and U.S. National Bank, N.A.
was merged into the Bank. The results of operations of Citizens are
included in the consolidated financial statements since that date. The
fair value of assets and
(Continued)
F-17
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
liabilities acquired at the date of acquisition primarily related to
approximately $25,420,000 loans receivable, $33,127,000 deposits and
$1,097,000 in other liabilities.
Intangible assets acquired of approximately $4,162,000 were allocated
between goodwill of $3,092,000 and core deposit intangible asset of
$1,070,000 in accordance with the provisions of SFAS 142. The core
deposit intangible asset was determined to have a useful life of
approximately 12 years and will be amortized based upon the estimated
percentage decline of the future income generated by the acquired
deposits.
(3) SECURITIES
Actual maturities of collateralized mortgage obligations and mortgage
pass-through securities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties. U.S. Government and municipal
securities generally mature within five years.
(a) SECURITIES AVAILABLE FOR SALE
A comparative summary of securities available for sale is as
follows (dollars in thousands):
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
---------- ---------- ---------- ----------
December 31, 2002:
Collateralized mortgage
obligations $ 161,381 $ 2,092 $ -- $ 163,473
========== ========== ========== ==========
December 31, 2001:
Collateralized mortgage
obligations $ 187,415 $ 6,321 $ -- $ 193,736
========== ========== ========== ==========
The weighted average coupon rate was 5.34% and 6.66% at
December 31, 2002 and 2001, respectively.
No available for sale securities were pledged at December 31,
2002. At December 31, 2001, such securities with a total
estimated market value of $156,473,000 were pledged to secure
various deposits and borrowings. Accrued interest receivable
on securities available for sale of approximately $718,000 and
$1,048,000 were included in other assets at December 31, 2002
and 2001, respectively.
Proceeds from sales of securities available for sale for the
years ended December 31, 2002, 2001 and 2000 were
approximately $54,239,000, $19,813,000 and $283,910,000,
respectively. Gross gains of approximately $867,000, $151,000
and $3,852,000 were
(Continued)
F-18
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
realized for the years ended December 31, 2002, 2001 and 2000,
respectively. Gross losses of $3,549,000 were realized for the
year ended December 31, 2000. These gains and losses are
included in net gains on sale of assets in the accompanying
consolidated statements of operations.
(b) SECURITIES HELD TO MATURITY
A summary of securities held to maturity is as follows
(dollars in thousands):
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
---------- ---------- ---------- ----------
December 31, 2002:
Collateralized mortgage
obligations $ 288,585 $ 6,178 $ 51 $ 294,712
Mortgage pass-through
securities 51,101 3,098 3 54,196
U.S. Government and agencies 25,046 634 -- 25,680
Municipal securities 100 -- -- 100
---------- ---------- ---------- ----------
$ 364,832 $ 9,910 $ 54 $ 374,688
========== ========== ========== ==========
December 31, 2001:
Collateralized mortgage
obligations $ 355,637 $ 2,611 $ 2,479 $ 355,769
Mortgage pass-through
securities 75,140 1,894 4 77,030
Municipal securities 179 -- -- 179
---------- ---------- ---------- ----------
$ 430,956 $ 4,505 $ 2,483 $ 432,978
========== ========== ========== ==========
The weighted average coupon rate was 5.96% and 6.39% at
December 31, 2002 and 2001, respectively.
At December 31, 2002 and 2001, securities held to maturity
with a total amortized cost of $253,894,000 and $109,308,000,
respectively, were pledged to secure various deposits and
borrowings. Accrued interest receivable on securities held to
maturity of approximately $1,882,000 and $2,292,000 was
included in other assets at December 31, 2002 and 2001,
respectively.
Effective December 31, 2001, the Company reclassified a
portion of its investment securities portfolio from available
for sale to held to maturity. The investment securities were
transferred at amortized cost and the difference between
amortized cost and estimated market value was considered to be
immaterial to the consolidated financial
(Continued)
F-19
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
statements. The amortized cost of securities at the date of
transfer was approximately $430,956,000 with a weighted
average rate of 6.39%.
(4) LOANS RECEIVABLE
Loans receivable are summarized below at amortized cost (dollars in
thousands):
DECEMBER 31,
---------------------------
2002 2001
----------- -----------
Residential real estate $ 212,862 $ 215,408
Commercial 1,695,293 1,593,432
Held for sale 8,576 6,263
Consumer 196,945 184,663
----------- -----------
Total loans 2,113,676 1,999,766
Less:
Allowance for loan losses (29,532) (27,621)
----------- -----------
Loans receivable, net $ 2,084,144 $ 1,972,145
=========== ===========
Accrued interest receivable on loans of approximately $8,629,000 and
$9,061,000 was included in other assets at December 31, 2002 and 2001,
respectively.
An analysis of the allowance for loan losses is as follows (dollars in
thousands):
YEARS ENDED DECEMBER 31,
----------------------------------
2002 2001 2000
-------- -------- --------
Balance at beginning of year $ 27,621 $ 28,345 $ 28,297
Allowance acquired 1,003 -- --
Loans charged off (6,184) (6,589) (3,707)
Recoveries 492 465 1,055
-------- -------- --------
Net loans charged off (5,692) (6,124) (2,652)
Provision for loan losses 6,600 5,400 2,700
-------- -------- --------
Balance at end of year $ 29,532 $ 27,621 $ 28,345
======== ======== ========
Other than Oklahoma, the Company has granted commercial real estate
loans to customers principally in California, Texas, New York, Arizona,
Florida and Oregon. The remainder of the Company's portfolio is
significantly concentrated in Oklahoma. Although the Company has a
diversified loan portfolio, a substantial portion of the debtors'
ability to honor their loan contracts is dependent upon the overall
economy as well as the economy of the respective states.
(Continued)
F-20
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
At December 31, 2002, 2001 and 2000, the Company classified
approximately $6,168,000, $2,817,000 and $3,207,000, respectively, of
loans as impaired, as defined by SFAS No. 114, Accounting by Creditors
for Impairment of a Loan. At December 31, 2002, 2001 and 2000, these
loans had an impairment allowance of approximately $1,026,000, $706,000
and $904,000, respectively, which was measured using the collateral
value method. The average recorded investment in impaired loans for the
years ended December 31, 2002, 2001 and 2000 was approximately
$7,080,000, $3,476,000 and $1,524,000, respectively. Interest payments
received on impaired loans are recorded as interest income, unless
collection of the remaining recorded investment is doubtful, at which
time the loan is placed on nonaccrual status and payments received are
recorded as reductions of principal. The Company recognized interest
income on impaired loans of approximately $291,000, $10,000 and
$609,000 for the years ended December 31, 2002, 2001 and 2000,
respectively.
At December 31, 2002 and 2001, loans to directors, officers and
employees of the Company aggregated approximately $6,951,000 and
$6,557,000, respectively. In management's opinion, such transactions
were made on substantially the same terms as those prevailing at the
time for comparable transactions with other persons and did not involve
more than normal risk.
(5) PREMISES AND EQUIPMENT
Premises and equipment consisted of the following (dollars in
thousands):
DECEMBER 31,
---------------------
2002 2001
-------- --------
Land $ 5,852 $ 5,727
Buildings and building improvements 32,890 31,060
Furniture, fixtures and equipment 32,195 26,380
-------- --------
70,937 63,167
Less accumulated depreciation and amortization (28,522) (24,416)
-------- --------
$ 42,415 $ 38,751
======== ========
Depreciation and amortization expense relating to premises and
equipment for the years ended December 31, 2002, 2001 and 2000 was
approximately $4,376,000, $3,975,000 and $3,633,000, respectively.
(6) DEPOSIT ACCOUNTS
Accrued interest on deposit accounts of approximately $3,966,000 and
$3,363,000 was included in other liabilities in the accompanying
consolidated statements of financial condition at December 31, 2002 and
2001, respectively.
The aggregate amount of certificates of deposit with a denomination
greater than $100,000 was approximately $195,000,000 and $204,000,000
at December 31, 2002 and 2001, respectively.
(Continued)
F-21
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
Contractual maturities of time deposits at December 31, 2002, are
summarized as follows (dollars in thousands):
YEARS ENDING DECEMBER 31, AMOUNT
--------
2003 $708,403
2004 134,284
2005 60,829
2006 14,466
2007 and thereafter 71,998
--------
$989,980
(7) SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
Periodically, the Company provides securities sold under agreements to
repurchase to customers as a part of the commercial banking operations.
The securities underlying the agreements were under the Company's
control at December 31, 2002 and 2001 and are summarized as follows
(dollars in thousands):
2002 2001
------- -------
Average outstanding balance $43,425 $42,987
Weighted average interest rate during the year 1.22% 3.39%
Maximum month-end balance $64,701 $53,622
Outstanding balance at end of year 59,696 38,694
Weighted average interest rate at end of year 0.94% 1.29%
Mortgage-backed securities securing the agreements
at period-end:
Carrying value $66,931 $53,885
Estimated market value 68,501 54,978
Accrued interest payable at the end of the year -- --
(Continued)
F-22
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
(8) ADVANCES FROM THE FEDERAL HOME LOAN BANK OF TOPEKA
Advances from the FHLB are summarized as follows (dollars in
thousands):
DECEMBER 31,
---------------------------------------------------------
2002 2001
-------------------------- ---------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
CONTRACTUAL CONTRACTUAL
BALANCE RATE BALANCE RATE
---------- ---------- ---------- ----------
Fixed rate $ 674,193 3.85% $ 728,205 3.75%
Variable rate 10,000 1.81 -- --
---------- ----------
$ 684,193 3.82% $ 728,205 3.75%
========== ========== ========== ==========
Additionally, the Company had outstanding letters of credit with the
FHLB of approximately $93,855,000 and $77,045,000 at December 31, 2002
and 2001, respectively. The letters of credit have one-year terms or
less and were pledged to secure certain deposits.
The FHLB requires the Company to hold eligible assets with a lending
value, as defined, at least equal to FHLB advances and letters of
credit issued. Eligible assets can include such items as first and
second mortgage loans, multifamily mortgage loans, commercial and
construction real estate loans, small business loans and investment
securities, which are not already pledged or otherwise encumbered. At
December 31, 2002, the Company had approximately $803,171,000 in
eligible assets pledged against FHLB advances.
At December 31, 2002, the Company had additional borrowing capacity of
approximately $264,497,000 under the FHLB credit policy.
Scheduled principal repayments of advances from the FHLB at December
31, 2002 were as follows (dollars in thousands):
WEIGHTED
AVERAGE
CONTRACTUAL
YEARS ENDING DECEMBER 31, AMOUNT RATE
---------- -----------
2003 $ 74,171 1.47%
2004 -- --
2005 10,000 1.81
2006 100,000 3.35
2007 and thereafter 500,022 4.30
----------
$ 684,193 3.82%
========== =======
(Continued)
F-23
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
(9) SENIOR NOTES
Senior Notes of $21,295,000, $21,545,000 and $41,160,000 at 11% issued
to various investors were outstanding at December 31, 2002, 2001 and
2000, respectively. During 2002, 2001 and 2000, the Company purchased
and retired $250,000, $19,615,000 and $34,090,000, respectively, of
Senior Notes. The purchase and retirement of the Senior Notes resulted
in a $7,000, $1,630,000 and $922,000 loss, net of tax benefit of
$4,000, $878,000 and $498,000 for the years ended December 31, 2002,
2001 and 2000, respectively. Senior Notes are due September 8, 2004 and
pay interest semiannually. Senior Notes are general unsecured
obligations of Local Financial and will rank senior to such other
indebtedness as the Company may incur that is not expressly
subordinated to the Senior Notes. The indenture generally restricts the
incurrence of additional indebtedness by the Company, except for
certain junior indebtedness.
(10) MANDATORILY REDEEMABLE TRUST PREFERRED SECURITIES
On September 20, 2001, and October 3, 2001, Local Financial Capital
Trust I, a Delaware business trust and wholly-owned finance subsidiary
of Local Financial, issued 1,400,000 and 210,000 shares, respectively,
of its 9.00% trust preferred securities at $25 per share for an
aggregate price of approximately $40,250,000, all of which was
outstanding at December 31, 2001. The trust preferred securities will
mature on September 30, 2031. The proceeds from the sale of the trust
preferred securities and the issuance of $1,245,000 in common
securities to Local Financial were used by the Trust to purchase
approximately $41,495,000 of 9% junior subordinated debentures of Local
Financial which have the same payment terms as the trust preferred
securities. Distributions on the trust preferred securities and on the
common securities issued to Local Financial are payable quarterly
beginning December 31, 2001.
On July 30 and October 22, 2002, the Company formed Local Financial
Capital Trusts II and III (the Trusts), respectively, to facilitate
each trust issuing 10,000 shares of adjustable rate cumulative trust
preferred securities at $1,000 per share for an aggregate price of
approximately $10,000,000. These securities bear interest rates of
3.625% and 3.45% over the six and three month LIBOR, respectively, and
both mature in 2032. The proceeds from the sale of the trust preferred
securities and the issuance of $310,000 each in common securities of
each trust to Local Financial were used by the Trusts to purchase
$20,620,000 of adjustable rate junior subordinated debentures of Local
Financial which bears interest and have the same payment terms as the
trust preferred securities. As above, the debentures will pay interest
to the Trusts, which will in turn pay dividends on the trust preferred
securities and the common stock.
Except under certain circumstances, the common securities issued to the
Company by the three trusts possess sole voting rights with respect to
matters involving those entities. Under certain circumstances, the
Company may, from time to time, defer the debentures' interest
payments, which would result in a deferral of distribution payments on
the related trust preferred securities and, with certain exceptions,
prevent the Company from declaring or paying cash distributions on the
Company's common stock and any other future debt ranking equally with
or junior to the debentures.
(Continued)
F-24
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
Subject to any applicable regulatory approvals, the trust preferred
securities and the common securities issued by the three trusts to the
Company are redeemable in whole or in part on or after certain dates,
or at any time in whole, but not in part, from the date of issuance
upon the occurrence of certain events. The trust preferred securities
are included in Tier 1 capital, to the extent permitted, for regulatory
capital adequacy determination purposes. The obligations of the Company
with respect to the issuance of the trust preferred securities
constitute a full and unconditional guarantee by the Company of the
three trusts' obligation with respect to the trust preferred securities
subject to certain limitations.
(Continued)
F-25
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
(11) COMPREHENSIVE INCOME
Comprehensive income consists of net income and net unrealized gains
(losses) on securities available for sale, net of reclassification
adjustment, and is presented in the consolidated statements of
stockholders' equity. Reclassification adjustment consists of realized
gains and losses on securities available for sale included in the
consolidated statements of operations.
The changes in the components of other comprehensive income (loss) are
reported net of income taxes for the periods indicated as follows
(dollars in thousands):
YEAR ENDED DECEMBER 31, 2002
---------------------------------
PRE-TAX TAX NET
AMOUNT EFFECT AMOUNT
-------- -------- --------
Unrealized loss on securities:
Unrealized holding loss arising during the
period $ (3,362) $ 1,177 $ (2,185)
Less reclassification adjustment for gains
included in net income (867) 303 (564)
-------- -------- --------
Other comprehensive loss $ (4,229) $ 1,480 $ (2,749)
======== ======== ========
YEAR ENDED DECEMBER 31, 2001
---------------------------------
PRE-TAX TAX NET
AMOUNT EFFECT AMOUNT
-------- -------- --------
Unrealized loss on securities:
Unrealized holding loss arising during the
period $ (572) $ 200 $ (372)
Less reclassification adjustment for gains
included in net income (151) 53 (98)
-------- -------- --------
Other comprehensive loss $ (723) $ 253 $ (470)
======== ======== ========
YEAR ENDED DECEMBER 31, 2000
---------------------------------
PRE-TAX TAX NET
AMOUNT EFFECT AMOUNT
-------- -------- --------
Unrealized gain on securities:
Unrealized holding gain arising during the
period $ 6,708 $ (2,348) $ 4,360
Less reclassification adjustment for net
gains included in net income (303) 106 (197)
-------- -------- --------
Other comprehensive income $ 6,405 $ (2,242) $ 4,163
======== ======== ========
(Continued)
F-26
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
(12) INCOME TAXES
The provision for income taxes has been allocated as follows, including
the tax effect of the changes in unrealized gains (losses) on available
for sale securities (dollars in thousands):
YEARS ENDED DECEMBER 31,
---------------------------------
2002 2001 2000
-------- -------- --------
Income from operations $ 14,974 $ 13,489 $ 13,833
Stockholders' equity (1,480) (253) 2,242
-------- -------- --------
$ 13,494 $ 13,236 $ 16,075
======== ======== ========
Components of the provision for income taxes from operations are as
follows (dollars in thousands):
YEARS ENDED DECEMBER 31,
---------------------------------
2002 2001 2000
-------- -------- --------
Current income tax expense $ 17,472 $ 11,660 $ 8,254
Deferred income tax (benefit) expense (2,498) 1,829 5,579
-------- -------- --------
$ 14,974 $ 13,489 $ 13,833
======== ======== ========
The effective income tax rates differ from the statutory federal income
tax rate of 35%. A reconciliation of the provision for income taxes
based on the statutory rates with the effective rates is as follows
(dollars in thousands):
YEARS ENDED DECEMBER 31,
---------------------------------
2002 2001 2000
-------- -------- --------
Income tax at statutory
rate (35%) $ 15,396 $ 13,988 $ 13,176
Effect of state income tax,
net of federal 1,212 1,220 1,093
Change in valuation allowance (1,212) (1,220) (1,093)
Other, net (422) (499) 657
-------- -------- --------
Provision for income taxes $ 14,974 $ 13,489 $ 13,833
======== ======== ========
(Continued)
F-27
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
Current income tax receivables of approximately $60,000 and $2,044,000
are included in the caption current and deferred taxes, net in the
consolidated statements of financial condition at December 31, 2002 and
2001, respectively. Deferred income tax assets and liabilities are
included in current and deferred taxes, net in the consolidated
statements of financial condition and consisted of the following
(dollars in thousands):
DECEMBER 31,
---------------------
2002 2001
-------- --------
Deferred income tax assets:
Realized losses on available for sale securities $ -- $ 645
State net operating loss carryforwards 2,140 3,352
Allowance for loan losses 9,946 8,463
Accrued compensation 2,608 740
Other 1,548 1,463
-------- --------
16,242 14,663
-------- --------
Deferred income tax liabilities:
Stock dividends receivable (FHLB) (596) (756)
Depreciation and amortization (2,231) (2,282)
Deferred loan fees (551) (663)
Unrealized gains on available for sale securities (732) (2,212)
Other (624) (34)
-------- --------
(4,734) (5,947)
-------- --------
Net deferred tax asset 11,508 8,716
Valuation allowance on state net operating losses 2,140 3,352
-------- --------
Deferred tax asset, net $ 9,368 $ 5,364
======== ========
At December 31, 2002, the Company had approximately $51,000,000 of
operating loss carryforwards available for state income tax purposes.
The state net operating losses expire in varying amounts between 2011
and 2014.
During 1997, the Company established a valuation allowance for the
portion of the available state net operating loss carryforwards for
which it was determined to be more likely than not that the benefit of
the deferred tax asset would not be realized. Based on the strategy of
current management and taxable income for the years ended December 31,
2002, 2001 and 2000, no valuation allowance for other deferred tax
assets has been established as the Company believes it is more likely
than not that sufficient income for federal income tax purposes will be
realized.
As a result of the Small Business Job Protection Act, the Company was
required to change its method of accounting for bad debts from the
reserve method to the direct charge-off method for income tax purposes
during 1997. The Company is required to recapture the excess of the
(Continued)
F-28
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
qualifying and nonqualifying tax loan loss reserves over the base year
tax loan loss reserves over a six-year period, beginning in its tax
year ended June 30, 1999. At December 31, 2002, the recapture amount is
estimated to be $1,654,000 and the qualifying and nonqualifying base
year tax reserves totaled approximately $10,647,000 and $1,421,000,
respectively.
In accordance with SFAS No. 109, Accounting for Income Taxes, a
deferred tax liability has not been recognized for the tax bad debt
reserve and supplemental reserves of the Company that arose in tax
years that began prior to December 31, 1987. At December 31, 2002, the
portion of the tax bad debt reserve and supplemental reserves
attributable to pre-1988 tax years was approximately $15,921,000. The
amount of unrecognized deferred tax liability at December 31, 2002 was
approximately $5,572,000. This deferred tax liability could be
recognized if certain distributions are made with respect to the stock
of Local, or the bad debt reserve is used for any purpose other than
absorbing bad debt losses.
(13) COMMITMENTS AND CONTINGENCIES
The Company has been involved in litigation with the U.S. Government.
The litigation related to an assistance agreement entered into by the
Company with the FDIC in connection with an acquisition of a federal
savings bank in 1988. Prior to the purchase of the Company in 1997 from
its two prior owners, a reserve account in the amount of approximately
$7,673,000 had been established relating to amounts that might be owed
under the assistance agreement. Additionally, as part of the purchase
of the Company in 1997, $10,000,000 of the purchase price was deposited
by the Company into an escrow account, of which $9,943,000 remained on
deposit. Any amounts the Company might ultimately owe to the FDIC had
to be paid first from these two accounts. If the amounts in these two
accounts were not sufficient to satisfy the Company's obligations to
the FDIC, the prior owners had contractually agreed to pay the
difference.
After protracted negotiations between the Company, the prior owners and
the FDIC, on December 30, 2002, the liability owed to the FDIC under
the litigation was settled for approximately $24,660,000 net of the set
off of certain uncollected assistance, and the 1988 assistance
agreement with the FDIC was completely terminated. As part of this
settlement, all monies held in the above-mentioned reserve account and
escrow account were paid to the FDIC. The remaining portions of the
total amount paid to the FDIC under the terms of the settlement were
(i) a cash payment by the Company in the sum of $2,177,000 which was
equal to the unrecorded tax benefit received by the Company for the
income tax deduction that became available for it to apply on its 2002
federal income tax liability as the Company is able to deduct the
interest portion of the total payment being made to the FDIC; and (ii)
the prior owners' cash payment of the entire remaining balance required
to be paid to the FDIC in the settlement amounting to approximately
$4,867,000. As a result of the foregoing, any potential liability of
the Company to the FDIC has now been fully and completely resolved
without any adverse financial effect on the Company.
Pursuant to the terms of the Settlement and Termination Agreement with
the FDIC, the Company reserved its claim regarding the elimination of
certain tax benefits which would otherwise have been available to the
Company had it not been for the enactment of Section 13224 of the
Omnibus Budget Reconciliation Act of 1993 (OBRA). A Resolution and
Modification
(Continued)
F-29
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
Agreement was entered into between the prior owners and the Company
under which the prior owners agreed to pay all attorney fees and all
third-party costs and expenses as they are incurred by the Company in
prosecution of the claim to a conclusion. Under the terms of this
agreement the prior owners are entitled to be paid substantially all of
any award or settlement payment received by the Company pursuant to
such claim net of taxes, if any. The Company does not anticipate
incurring any liability, loss, damage or material expense with regard
to its continuing prosecution of the OBRA claim.
In the ordinary course of business, the Company is subject to other
legal actions and complaints. Management, after consultation with legal
counsel, and based on available facts and proceedings to date, believes
the ultimate liability, if any, arising from such legal actions or
complaints, will not have a material adverse effect on the Company's
consolidated financial position or future results of operations.
Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the
contract. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. The Company
evaluates each customer's creditworthiness on a case-by-case basis. The
amount of collateral obtained, if it is deemed necessary by the Company
upon extension of credit, is based on management's credit evaluation of
the counterparty. Collateral held varies but may include accounts
receivable, inventory, property, plant and equipment, and
income-producing commercial properties. At December 31, 2002 and 2001,
the Company had approximately $342,764,000 and $292,542,000,
respectively, of outstanding loan commitments (including unused lines
of credit) for home equity, commercial real estate and commercial
business loans approved but nonfunded.
Standby letters of credit and financial guarantees written of
approximately $9,488,000 and $7,228,000 at December 31, 2002 and 2001,
respectively, are conditional commitments issued by the Company to
guarantee the performance of a customer to a third party. Those
guarantees are primarily issued to support public and private borrowing
arrangements, including commercial paper, bond financing and similar
transactions. The Company holds marketable securities as collateral
supporting those commitments for which collateral is deemed necessary.
(Continued)
F-30
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
The Company leases certain real estate and equipment under operating
leases. For the years ended December 31, 2002, 2001 and 2000, lease
expense totaled approximately $1,120,000, $1,068,000 and $891,000,
respectively. Future obligations under operating leases at December 31,
2002 are summarized as follows (dollars in thousands):
YEARS ENDING DECEMBER 31, AMOUNT
----------
2003 $ 911,321
2004 653,675
2005 526,790
2006 373,820
2007 and thereafter 4,445,675
----------
$6,911,281
==========
(14) REGULATORY MATTERS
Local Financial and Local are subject to various regulatory capital
requirements administered by the federal banking agencies. Failure to
meet minimum capital requirements can initiate certain mandatory--and
possible additional discretionary--actions by regulators that, if
undertaken, could have a direct material effect on Local Financial's
and Local's consolidated financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action,
Local Financial and Local must meet specific capital guidelines that
involve quantitative measures of Local Financial's and Local's assets,
liabilities, and certain off-balance-sheet items as calculated under
regulatory accounting practices. Local Financial's and Local's capital
amounts and classification are also subject to qualitative judgments by
the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital
adequacy require Local Financial and Local to maintain minimum amounts
and ratios (set forth in the following table) of total and Tier I
capital (as defined in the regulations) to risk-weighted assets (as
defined), and of Tier I capital (as defined) to average assets (as
defined). Management believes, as of December 31, 2002, that Local
Financial and Local met all capital adequacy requirements to which they
are subject.
As of December 31, 2002 and 2001, the most recent notification from the
OCC and Federal Reserve categorized Local and Local Financial as well
capitalized under the regulatory framework for prompt corrective
action. To be categorized as well capitalized Local and Local Financial
must maintain minimum total risk-based, Tier I risk-based, and Tier I
leverage ratios as set forth in the table. There are no conditions or
events since those notifications that management believes have changed
Local's and Local Financial's category.
(Continued)
F-31
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
TO BE WELL CAPITALIZED
MINIMUM FOR CAPITAL FOR PROMPT CORRECTIVE
ACTUAL ADEQUACY PURPOSES ACTION PROVISIONS
-------------------- -------------------- ----------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
-------- -------- -------- -------- -------- --------
(dollars in thousands)
LOCAL FINANCIAL
As of December 31, 2002:
Total capital (to risk weighted assets) $232,492 11.45% $162,398 8.00% $202,998 10.00%
Tier I capital (to risk weighted assets) 195,752 9.64 81,199 4.00 121,799 6.00
Tier I capital (to average assets) 195,752 7.01 111,752 4.00 139,691 5.00
LOCAL As of December 31, 2002:
Total capital (to risk weighted assets) $250,683 12.37% $162,185 8.00% $202,732 10.00%
Tier I capital (to risk weighted assets) 225,288 11.11 81,093 4.00 121,639 6.00
Tier I capital (to average assets) 225,288 8.07 111,651 4.00 139,564 5.00
LOCAL FINANCIAL
As of December 31, 2001:
Total capital (to risk weighted assets) $209,038 10.49% $159,359 8.00% $199,199 10.00%
Tier I capital (to risk weighted assets) 184,105 9.24 79,680 4.00 119,519 6.00
Tier I capital (to average assets) 184,105 6.63 111,053 4.00 138,816 5.00
LOCAL As of December 31, 2001:
Total capital (to risk weighted assets) $226,794 11.41% $159,006 8.00% $198,757 10.00%
Tier I capital (to risk weighted assets) 201,915 10.16 79,503 4.00 119,254 6.00
Tier I capital (to average assets) 201,915 7.28 110,990 4.00 138,737 5.00
Management intends to continue compliance with all regulatory capital
requirements.
Federal regulations allow Local to pay dividends during a calendar year
up to the amount that would reduce its surplus capital ratio, as
defined, to one-half of its surplus capital ratio at the beginning of
the calendar year, adjusted to reflect its net income to date during
the calendar year. At the beginning of calendar year 2003, under
applicable regulations without prior consent of the OCC, the total
capital available for the payment of dividends by Local to Local
Financial was approximately $52,647,000.
(15) STOCKHOLDERS' EQUITY
In connection with a private placement of securities in September 1997,
warrants to buy 591,000 shares of common stock of the Company were
issued to the placement agent. During 2001, 2,000 warrants were
exercised for proceeds of $19,000. In addition, during 2001 the Company
purchased 335,667 warrants at a cost of approximately $1,000,000.
During 2002, 128,333 warrants were exercised for proceeds of $1,283,000
and 125,000 warrants were purchased at a cost of approximately
$615,000. As of December 31, 2002, no warrants remain outstanding.
(Continued)
F-32
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
During 2002, the Company purchased 150,000 shares of the Company's
common stock from an officer of the Company at the market price
amounting to $2,309,000.
(16) EMPLOYEE BENEFITS
On November 1, 1999, the Company established a nonleveraged employee
stock ownership plan (the ESOP Plan) that covers substantially all of
its full-time employees. Contributions to the ESOP Plan are
discretionary as determined by the Board of Directors of the Company.
Contributions shall be allocated and credited to those participants who
accrue credited service for such plan year and who are employed on the
last day of the plan year. Contributions will be allocated to
participants in the ratio in which each participant's compensation
bears to the total compensation of all participants. In 2000, the Board
of Directors of the Company declared and paid a cash contribution of
$3,819,000,which is included in compensation and employee benefits in
the accompanying consolidated statements of operations. Common stock of
the Company credited to Plan participants amounting to approximately
263,000 and 229,000 shares were being held by the ESOP Plan at December
31, 2002 and 2001, respectively.
The Company had a retirement plan (the Plan), which was a
noncontributory defined benefit pension plan, covering substantially
all of its full-time employees. The benefits were based on years of
service and the employees' compensation during the last five years of
employment. In September 1999, the Company adopted a plan to freeze the
accrual of benefits under the Plan, effective October 31, 1999, and
terminate the Plan. Termination of the Plan was completed in 2000. Upon
termination, the assets held by the Plan's trustee were distributed to
Plan participants or beneficiaries in the order provided by the
Employee Retirement Income Security Act of 1974 with the excess
distributed to the Company. As a result of the Plan amendment and
termination of the Plan, a settlement gain of approximately $3,634,000,
net of excise taxes of $1,642,000, was recognized for the year ended
December 31, 2000 and is included in compensation and employee benefits
in the accompanying consolidated statements of operations.
(Continued)
F-33
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
The following table sets forth the Plan's funded status and amounts
recognized in the Company's consolidated statements of financial
condition and operations for the year ended December 31, 2000 (dollars
in thousands):
2000
--------
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of period $ 11,087
Interest cost 335
Recognized net gain from past experience
different from that assumed 4,759
Settlement gain (5,276)
Benefits paid (10,905)
--------
Benefit obligation at end of period --
--------
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of period 20,950
Actual return on plan assets 903
Benefits paid (10,905)
Assets reverted back to the Company (10,948)
--------
Fair value of plan assets at end of plan period --
--------
Funded status --
Unrecognized net gain from past experience
different from that assumed --
Unrecognized transition asset being recognized
over 15 years --
--------
Prepaid benefit cost $ --
========
COMPONENTS OF NET PERIODIC PENSION BENEFIT
Interest cost 335
Expected return on plan assets (1,156)
Net amortization and deferral (56)
Settlement gain (5,276)
--------
Net periodic pension benefit $ (6,153)
========
The Company has a qualified, contributory 401(k) plan. Eligible
employees of the Company may elect to defer a portion of their salary
and contribute to the 401(k) plan to fund retirement benefits.
Effective October 1, 2001, the 401(k) plan was amended to allow Company
matching contributions of 100% of a participant's elective 401(k)
deferral not to exceed 2% of a participant's eligible compensation. The
cost of this benefit for the years ended December 31, 2002 and 2001 was
approximately $500,000 and $125,000, respectively.
(Continued)
F-34
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
(17) FAIR VALUE OF FINANCIAL INSTRUMENTS
SFAS No. 107, Disclosures about Fair Value of Financial Instruments,
requires that the Company disclose estimated fair values for its
financial instruments. Fair value estimates, methods and assumptions
set forth below for the Company's financial instruments, are made
solely to comply with the requirements of SFAS No. 107.
Fair values are based on estimates or calculations at the transaction
level using present value techniques in instances where quoted market
prices are not available. Because broadly traded markets do not exist
for most of the Company's financial instruments, the fair value
calculations attempt to incorporate the effect of current market
conditions at a specific time. Fair valuations are management's
estimates of the values, and they are often calculated based on current
pricing policy, the economic and competitive environment, the
characteristics of the financial instruments, expected losses and other
such factors. These calculations are subjective in nature, involve
uncertainties and matters of significant judgment and do not include
tax ramifications; therefore, the results cannot be determined with
precision, substantiated by comparison to independent markets and may
not be realized in an actual sale or immediate settlement of the
instruments. The Company has not included certain material items in its
disclosure, such as the value of the long-term relationships with the
Company's depositors, since this intangible is not a financial
instrument. There may be inherent weaknesses in any calculation
technique, and changes in the underlying assumptions used, including
discount rates and estimates of future cash flows, could significantly
affect the results. For all of these reasons, the aggregation of the
fair value calculations presented herein do not represent, and should
not be construed to represent, the underlying value of the Company.
(Continued)
F-35
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
The following table presents a summary of the Company's financial
instruments, as defined by SFAS No. 107 (dollars in thousands):
DECEMBER 31, 2002 DECEMBER 31, 2001
------------------------------ -----------------------------
CARRYING ESTIMATED CARRYING ESTIMATED
VALUE FAIR VALUE VALUE FAIR VALUE
------------ ------------ ------------ ------------
Financial Assets
Cash and cash equivalents $ 58,366 $ 58,366 $ 60,491 $ 60,491
Securities available for sale 163,473 163,473 193,736 193,736
Securities held to maturity 364,832 374,688 430,956 432,978
Loans receivable, net 2,084,144 2,138,602 1,972,145 2,011,547
FHLB stock and FRB stock 38,187 38,187 42,213 42,213
Financial Liabilities
Deposits 1,829,439 1,843,827 1,809,362 1,820,931
Advances from the FHLB 684,193 735,451 728,205 749,115
Securities sold under
agreements to repurchase 59,696 59,696 38,694 38,694
Senior Notes 21,295 23,153 21,545 23,509
Mandatorily redeemable trust
preferred securities 60,250 61,216 40,250 40,475
The following are descriptions of the methods used to determine the
estimated fair values:
(a) CASH AND CASH EQUIVALENTS
The carrying amount is a reasonable estimate of fair value
because of the relatively short period of time between the
origination of the instrument and its expected realization.
(b) SECURITIES
The fair value of investment securities, except certain
municipal securities, is estimated based on bid prices
published by financial news services or price quotations
received from securities dealers. The fair value of certain
municipal securities is not readily available through market
sources other than dealer quotations, so fair value estimates
are based on quoted market prices of similar instruments,
adjusted for differences between the quoted instruments and
the instruments being valued. The estimated fair value of FHLB
and FRB stock approximates the carrying value as of December
31, 2002 and 2001.
(c) LOANS
The fair valuation calculation process differentiates loans
based on their financial characteristics, such as product
classification, loan category, pricing features and remaining
maturity. Prepayment estimates are evaluated by product and
loan rate. In
(Continued)
F-36
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
establishing the credit risk component of the fair value
calculations for loans, the Company considered several
approaches, including the use of variable discount rates based
on relative credit quality, forecasting cash flows, net of
projected losses and secondary market pricing for certain
third party loan sale transactions. After evaluating such
information, the Company concluded that the allowance for loan
losses represented a reasonable estimate of the credit risk
component of the fair value of loans at December 31, 2002 and
2001.
The fair value of commercial real estate loans, other real
estate mortgage loans, real estate construction loans, and
commercial business loans is calculated by discounting
contractual cash flows adjusted for prepayment estimates using
discount rates that reflect the Company's current pricing for
loans with similar characteristics and remaining maturity.
For real estate single family first and junior lien mortgages,
fair value is calculated by discounting contractual cash
flows, adjusted for prepayment estimates, using discount rates
based on the Company's current pricing for loans of similar
size, type, remaining maturity and repricing characteristics.
For other consumer loans, the fair value is calculated by
discounting the contractual cash flows, adjusted for
prepayment estimates, using discount rates based on the
Company's current pricing for loans of similar size, type, and
remaining maturity.
(d) DEPOSIT LIABILITIES
SFAS No. 107 states that the fair value of deposits with no
stated maturity, such as noninterest-bearing demand deposits,
interest-bearing checking and savings deposits and market rate
savings, is equal to the amount payable on demand at the
measurement date. Although SFAS No. 107's requirements for
these categories are not consistent with the market practice
of using prevailing interest rates to value these amounts, the
amount included for these deposits in the previous table is
their carrying value at December 31, 2002 and 2001. The fair
value of certificates of deposit and other time deposits is
calculated based on the discounted value of contractual cash
flows. The discount rate is estimated using the rates
currently offered for similar duration deposits.
(e) ALL OTHER LIABILITIES
The estimated fair value of FHLB advances is provided by the
FHLB of Topeka. For securities sold under agreements to
repurchase, the carrying amount is a reasonable estimate of
fair value due to the short maturity. The estimated fair value
of Senior Notes and the mandatorily redeemable trust preferred
securities is based on current quoted market prices.
Commitments are related primarily to variable rate loans
originated at current market rates. The estimate of fair value
of these commitments is considered to be immaterial.
(Continued)
F-37
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
(f) LIMITATIONS
The information presented in this note is based on market
quotes and fair value calculations as of December 31, 2002 and
2001. These amounts have not been updated since these dates;
therefore, the valuations may have changed since that point in
time.
(18) SUPPLEMENTAL QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Following is a summary of the unaudited interim results of operations
for the years ended December 31, 2002 and 2001 (dollars in thousands,
except per share data):
FIRST SECOND THIRD FOURTH FULL
2002 QUARTER QUARTER QUARTER QUARTER YEAR
---------------------------------------- -------- -------- -------- -------- --------
Interest income $ 45,016 44,147 44,542 41,788 175,493
-------- -------- -------- -------- --------
Net interest income $ 23,197 22,894 23,831 22,709 92,631
Provision for loan losses $ 1,800 1,800 1,500 1,500 6,600
Income before provision for income taxes $ 10,585 11,171 11,478 10,755 43,989
Net income $ 7,079 7,465 7,370 7,101 29,015
Earnings per share:
Net income
Basic $ 0.37 0.39 0.39 0.39 1.53
Diluted $ 0.36 0.37 0.37 0.38 1.48
FIRST SECOND THIRD FOURTH FULL
2001 QUARTER QUARTER QUARTER QUARTER YEAR
---------------------------------------- -------- -------- -------- -------- --------
Interest income $ 48,891 47,949 47,892 48,406 193,138
Net interest income $ 20,645 21,311 22,392 24,146 88,494
Provision for loan losses $ 750 1,150 1,775 1,725 5,400
Income before provision for income taxes $ 10,042 10,522 10,833 8,569 39,966
Net income $ 6,772 7,051 7,194 5,460 26,447
Earnings per share:
Net income
Basic $ 0.33 0.34 0.35 0.27 1.30
Diluted $ 0.32 0.33 0.34 0.27 1.26
(Continued)
F-38
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
(19) PARENT COMPANY FINANCIAL INFORMATION
Condensed financial information for Local Financial Corporation is as
follows (dollars in thousands):
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31,
-----------------------
2002 2001
--------- ---------
Assets:
Cash and due from banks $ 778 $ 236
Investment in subsidiaries 250,500 224,772
Other assets 1,155 2,432
--------- ---------
Total assets $ 252,433 $ 227,440
========= =========
Liabilities and stockholders' equity:
Senior Notes $ 21,295 $ 21,545
Other liabilities 63,258 42,359
--------- ---------
Total liabilities 84,553 63,904
--------- ---------
Common stock 209 205
Additional paid-in capital 208,599 205,773
Retained earnings 151,495 122,480
Treasury stock (193,783) (169,031)
Accumulated other comprehensive
income, net 1,360 4,109
--------- ---------
Total stockholders' equity 167,880 163,536
--------- ---------
Total liabilities and stockholders' equity $ 252,433 $ 227,440
========= =========
(Continued)
F-39
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
----------------------------------
2002 2001 2000
-------- -------- --------
Income:
Dividend income from subsidiaries $ 6,422 $ 6,431 $ 36,825
Equity in undistributed earnings
(excess distribution) of subsidiaries 27,163 25,122 (7,937)
-------- -------- --------
Total income 33,585 31,553 28,888
Expense:
Interest expense 6,614 5,346 6,033
Directors' fees 90 104 70
Other 446 2,984 1,762
-------- -------- --------
Total expense 7,150 8,434 7,865
Income before benefit for income taxes 26,435 23,119 21,023
Benefit for income taxes (2,580) (3,358) (2,791)
-------- -------- --------
Net income $ 29,015 $ 26,477 $ 23,814
======== ======== ========
(Continued)
F-40
LOCAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
-----------------------------------
2002 2001 2000
-------- -------- --------
Cash provided (absorbed) by operating activities
Net income $ 29,015 $ 26,477 $ 23,814
Adjustments to reconcile net income to net
cash provided (absorbed) by operating activities:
Equity in (undistributed earnings) excess
distribution of subsidiaries (27,163) (25,122) 7,937
Change in other liabilities 279 (669) (1,307)
Change in other assets 1,581 (663) 2,090
-------- -------- --------
Net cash provided by operating activities 3,712 23 32,534
Cash absorbed by investing activities:
Investment in subsidiaries (1,314) (3,194) --
-------- -------- --------
Net cash absorbed by investing activities (1,314) (3,194) --
Cash provided (absorbed) by financing activities:
Proceeds from issuance of common stock 3,247 19 --
Purchase of treasury stock (24,752) (17,757) --
Purchase of Senior Notes (250) (19,615) (34,090)
Proceeds from issuance of junior subordinated
debentures 20,620 41,495 --
Purchase of stock warrants (721) (1,004) --
-------- -------- --------
Net cash provided (absorbed) by financing activities (1,856) 3,138 (34,090)
Net change in cash and cash equivalents 542 (33) (1,556)
Cash and cash equivalents at beginning of year 236 269 1,825
-------- -------- --------
Cash and cash equivalents at end of year $ 778 $ 236 $ 269
======== ======== ========
(Continued)
F-41
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------- ----------------------
3.1 Certificate of Incorporation of Local Financial Corporation
("Local Financial")(1)
3.2 Certificate of Amendment of Local Financial(1)
3.3 Bylaws of Local Financial(1)
4.1 Form of Common Stock certificate of Local Financial(1)
4.2 Indenture between Local Financial and The Bank of New York
("BONY"), as Trustee, dated September 8, 1997(1)
4.3 Form of Senior Note (included in Exhibit 4.2)(1)
4.4 Indenture between Local Financial and BONY, as Trustee, dated
September 20, 2001(4)
4.5 Form of Debenture (included in Exhibit 4.6)
4.6 Junior Subordinated Indenture between Local Financial and BONY
dated July 30, 2002
4.7 Form of Floating Rate Junior Subordinate Note due 2032
(included in Exhibit 4.6)
4.8 Indenture of Local Financial with Wilmington Trust Company, as
Trustee, dated October 29, 2002
4.9 Form of Floating Rate Junior Subordinate Debt Security due
2032 (included in Exhibit 4.8)
10.1 Local Financial Stock Option Plan(1)*
10.2 Local Financial Stock Option Agreement between Local Financial
and Edward A. Townsend, dated September 8, 1997(1)*
10.3 Local Financial Corporation 1998 Stock Option Plan, as amended
July 26, 2000(3)*
10.4 Form of Severance Agreement, dated January 1, 1999(2)*
10.5 Amended and Restated Employment Agreement between Local
Financial and Edward A. Townsend, effective October 1,
2000(3)*
10.6 Amended and Restated Employment Agreement between Local
Financial and Jan A. Norton, effective October 1, 2000(3)*
10.7 1998 Non-qualified Stock Option Agreement between Local
Financial and Edward A. Townsend dated September 23, 1998(2)*
10.8 1998 Non-qualified Stock Option Agreement between Local
Financial and Jan A. Norton dated September 23, 1998(2)*
10.9 Change of Control, Non-Competition/Non-Solicitation Agreement
between Local Financial and Local Oklahoma Bank, N.A., and
Edward A. Townsend dated January 30, 2001(3)*
10.10 Change of Control, Non-Competition/Non-Solicitation Agreement
between Local Financial and Local Oklahoma Bank, N.A., and Jan
A. Norton dated January 30, 2001(3)*
10.11 Amended and Restated Declaration between Local Financial, BONY
and BONY (Delaware), as Trustees, and the Administrative
Trustees of the Local Financial Capital Trust I, dated
September 20, 2001(4)
10.12 Preferred Securities Guarantee Agreement between Local
Financial and BONY, as Guarantee Trustee, dated as of
September 20, 2001, regarding trust preferred securities(4)
10.13 Amended and Restated Trust Agreement of Local Financial
Capital Trust II by and among Local Financial, BONY and BONY
(Delaware), as Trustees, and the Administrative Trustees named
therein, dated July 30, 2002
10.14 Guarantee Agreement between Local Financial and BONY, as
Guarantee Trustee, dated July 30, 2002, regarding Local
Financial Capital Trust II capital securities
10.15 Amended and Restated Declaration of Trust of Local Financial
Capital Trust III by and among Local Financial, Wilmington
Trust Company as Delaware and Institutional Trustee, and the
Administrators named therein, dated as of October 29, 2002
10.16 Guarantee Agreement dated as of October 29, 2002, executed by
Local Financial and Wilmington Trust Company, as Guarantee
Trustee, regarding Local Financial Capital Trust III capital
securities
21.0 See Company's business description herein
23.0 Consent of KPMG LLP
----------
(1) These exhibits were filed with the Company's Registration Statement
Form S-1, Registration No. 333-43727 dated January 5, 1998, and are
incorporated by reference herein.
(2) These exhibits were filed with the Company's Annual Report on Form 10-K
for the year ended December 31, 1998 and are incorporated by reference
herein.
(3) These exhibits were filed with the Company's Annual Report on Form 10-K
for the year ended December 31, 2000 and are incorporated by reference
herein.
(4) These exhibits were filed with the Company's Registration Statement on
Form S-3, Registration No. 333-68372, dated August 24, 2001, and are
incorporated by reference herein.
*Exhibits identified with an asterisk are management contracts or are
compensatory plans or arrangements.