SUPERIOR BANCORP
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006 or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(NO FEE REQUIRED) |
For the transition period from to
Commission file number 0-25033
A. Full title of the plan and the address of the plan, if different from that of the issuer
named below:
Superior Bancorp 401(k) Plan
(formerly The Banc Corporation 401(k) Plan)
B. Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
Superior Bancorp (f/k/a The Banc Corporation)
17 North Twentieth Street
Birmingham, Alabama 35203
Superior Bancorp 401(k) Plan
Table of Contents
December 31, 2006 and 2005
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Participants and Administrator of Superior Bancorp 401(k) Plan
We have audited the accompanying statement of net assets available for plan benefits of Superior
Bancorp 401(k) Plan (formerly The Banc Corporation 401(k) Plan) as of December 31, 2006 and 2005,
and the related statement of changes in net assets available for plan benefits for the year ended
December 31, 2006. These financial statements are the responsibility of the Plans management.
Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for plan benefits of the Plan at December 31, 2006 and 2005, and
the changes in its net assets available for plan benefits for the year ended December 31, 2006, in
conformity with accounting principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the financial statements taken as
a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31,
2006, is presented for purpose of additional analysis and is not a required part of the financial
statements but is supplementary information required by the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in our audit of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ Carr, Riggs & Ingram LLC
Dothan, Alabama
6/26/2007
-1-
Superior
Bancorp 401(k) Plan
Statements of Net Assets Available for Plan Benefits
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December 31, |
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2006 |
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2005 |
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Assets |
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Investments, at fair value |
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$ |
6,809,182 |
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$ |
6,044,682 |
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Employer contributions receivable |
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15,868 |
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18,521 |
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Employee contributions receivable |
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29,130 |
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32,322 |
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Net assets available for Plan benefits |
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$ |
6,854,180 |
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$ |
6,095,525 |
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See accompanying notes to financial statements
-2-
Superior
Bancorp 401(k) Plan
Statement
of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 2006
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Additions |
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Additions to
net assets attributed to: |
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Investment Income |
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Net appreciation in fair value of investments
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$ |
69,747 |
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Interest |
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5,826 |
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Dividends |
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298,884 |
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Total Investment Income |
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374,457 |
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Contributions |
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Forfeitures |
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23,641 |
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Participant contributions |
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1,107,740 |
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Company contributions |
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609,883 |
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Transfer-in / rollovers |
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22,551 |
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Total Contributions |
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1,763,815 |
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Total additions |
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2,138,272 |
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Deductions |
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Deductions
to net assets attributed to: |
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Benefits paid to participants |
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(1,377,574 |
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Administrative expenses |
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(2,043 |
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Total deductions |
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(1,379,617 |
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Net increase |
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758,655 |
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Net assets available for Plan benefits at beginning of year |
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6,095,525 |
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Net assets available for Plan benefits at end of year |
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$ |
6,854,180 |
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See accompanying notes to financial statements
-3-
Superior
Bancorp 401(k) Plan
Notes to
Financial Statements
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of Superior Bancorp 401(k) Plan (the Plan), formerly The Banc Corporation
401(k) Plan, have been prepared on the accrual basis of accounting.
Investment Valuation and Income Recognition
Superior
Bancorp (the Companys) common stock is traded on the Nasdaq
Global Market under the
trading symbol SUPR and investments in the Companys stock are valued using the closing price on
the last business day of the plan year. Cash and cash equivalents are stated at fair value, which
is approximated by cost. Investments in the mutual fund investments are stated at fair value
based on participation units owned by the Plan. Fair values of the participation units owned by
the Plan in the mutual fund investments are based on quoted redemption values on the last business
day of the Plan year as determined by FAS Corp (the Custodian). Participant loans are valued at
their outstanding balance, which approximates fair value. Purchases and sales of securities are
recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those estimates.
NOTE 2 DESCRIPTION OF PLAN
The following description of the Plan provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plans provisions.
General
The Plan is a defined contribution plan, which covers employees of the Company who have attained
age 21 and are employed as of the enrollment dates of either January 1st or July
1st of each year. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended (ERISA).
See accompanying notes to financial statements
-4-
Superior
Bancorp 401(k) Plan
Notes to Financial Statements
NOTE 2 DESCRIPTION OF PLAN (CONTINUED)
Contributions
Each year, participants may contribute up to 100% of pretax annual compensation, as defined in the
Plan subject to Internal Revenue Service (IRS) limits. Participants direct the investment of their
contributions into various investment options offered by the plan. Participants may also
contribute amounts representing distributions from other qualified defined benefit or defined
contribution plans. Effective January 1, 2005, the Plan became a safe harbor plan under the
Internal Revenue Code regulations. Under the new plan description, the employer matching
contribution is equal to 100% of the first 3% of employee contributions and 50% of the next 2% of
employee contributions. The Company contributed $609,883 and $544,089 to the Plan in 2006 and
2005 respectively.
Vesting
Participants are immediately vested in their contributions plus actual earnings thereon.
There is immediate vesting of the employer matching contributions made after January 1, 2005.
Prior to 2005, vesting in the Company contribution portion of their accounts plus actual earnings
thereon was based on years of continuous service. A participant was 100 percent vested after five
years of credited service.
Participant Accounts
Each participants account is credited with the participants contributions and allocations of (a)
the Companys contributions and (b) Plan earnings, and is charged with an allocation of
administrative expenses. Allocations are based on participant earnings or account balances, as
defined. Forfeited balances of terminated participants nonvested accounts are used to reduce the
Companys discretionary matching contributions in accordance with the Plan agreement. During
2006, $23,641 was used in forfeitures to reduce the Companys discretionary matching
contributions. The benefit to which a participant is entitled is the benefit that can be provided
from the participants account.
Participant Loans
Participants may borrow from their fund accounts up to a maximum equal to the lesser of $50,000 or
50% of their vested account balance. Loan terms range from one to five years unless the loan is
for the purchase of a primary residence. In such case, the term of the loan shall be determined by
the Company based on maturity dates for similar loans in the local area. The loans are secured by
the balance in the participants account and bear interest at a rate commensurate with local
prevailing rates as determined by the Plan administrator. Principal and interest are paid ratably
through monthly payroll deductions.
See accompanying notes to financial statements
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Superior
Bancorp 401(k) Plan
Notes to Financial Statements
NOTE 2
DESCRIPTION OF PLAN (CONTINUED)
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants will become 100 percent vested in their
accounts.
Payment of Benefits
Upon termination of service, death, disability, or retirement, a participant may receive a
lump-sum amount equal to the vested value of his or her account, or periodic equal installments
for a period not to exceed the joint and last survivor life expectancy of the participant and the
participants beneficiary or an annuity.
Administrative Expenses
The Company pays all administrative expenses, other than custodial fees, on behalf of the Plan.
Custodial fees are paid by the Plan.
NOTE 3 PARTIES-IN-INTEREST TRANSACTIONS
On
On May 1, 2006, Sterne, Agee and Leach Group, Inc. became the trustee
for the Plan's investments while FAS Corp remained as the Plan's record keeper for the Plan's investments.
Certain plan investments are units of mutual fund investments managed by Federated Retirement
Services who has outsourced the record keeping duties to FAS Corp. One of the investment
vehicles in the Plan is Superior Bancorp common stock. The Company pays for all legal,
accounting, and other services on behalf of the Plan.
NOTE 4 INCOME TAX STATUS
Effective
November 1, 2006, the Plan adopted the proto-type 401(k) plan of the
Trust Company of Sterne, Agee and Leach, Inc. (Sterne).
The IRS has determined and informed Sterne by a letter dated November 19, 2001, that the
prototype 401(k) plan used by the Plan is designed in accordance with the applicable requirements
of the Internal Revenue Code. The Plan Administrator and the Plans tax counsel believe that the
Plan is currently designed and being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, no provision for income taxes has been included in the
Plans financial statements.
See accompanying notes to financial statements
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Superior
Bancorp 401(k) Plan
Notes to Financial Statements
NOTE 5 INVESTMENTS
The fair value of individual investments that represent 5% or more of the Plans net assets is as
follows:
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December 31, |
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2006 |
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2005 |
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Federated Capital Preservation Fund |
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$ |
1,725,203 |
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$ |
1,383,294 |
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Federated Total Return Bond A |
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864,690 |
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952,432 |
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Superior Bancorp Employer Stock |
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1,887,213 |
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1,851,456 |
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Baron Growth Fund |
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427,041 |
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350,876 |
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During 2006, the Plans investments (including investments bought, sold, as well as held during the
year) appreciated/(depreciated) in fair value as determined by quoted market prices as follows:
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December 31, |
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2006 |
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2005 |
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Superior Bancorp common stock |
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$ |
(10,996 |
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$ |
429,222 |
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Mutual fund investments |
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80,743 |
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(23,828 |
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$ |
69,747 |
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$ |
405,394 |
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NOTE 6 RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the statements of net assets available
for benefits.
See accompanying notes to financial statements
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Supplementary Information
Superior
Bancorp 401(k) Plan
Schedule H, Line 4i Schedule of Assets (Held at End of
Year)
Plan Sponsor EIN: 63-1201350
Plan Number 001
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(a) |
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( b ) |
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( c ) |
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( d ) |
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( e ) |
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Identity of issue, |
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borrower, lessor, or |
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similar party |
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Description of investment |
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Cost |
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Current value |
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Superior Bancorp |
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Superior Bancorp Common Stock |
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Omitted cost |
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$ |
1,887,213 |
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with respect to |
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* |
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Federated |
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Federated Conservative Allocation IS |
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participant directed |
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21,199 |
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transactions |
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* |
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Federated |
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Federated Moderate Allocation Fund IS |
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under an individual |
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59,057 |
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account plan |
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* |
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Federated |
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Federated Capital Preservation Fund |
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1,725,203 |
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* |
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Federated |
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Federated GNMA Trust SS |
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59,418 |
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* |
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Federated |
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Federated Total Return Bond A |
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864,690 |
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* |
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American Century |
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American Century Equity Income Advisor Class |
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192,854 |
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* |
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Baron Funds |
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Baron Growth Fund |
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427,041 |
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* |
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Touchstone Funds |
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Touchstone Diversified Small Cap Value Z |
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206,344 |
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* |
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Federated |
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Federated Stock Trust |
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60,471 |
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* |
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Federated |
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Federated Kaufmann Fund |
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125,879 |
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Federated |
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Federated Capital Appreciation Fund |
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325,838 |
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Federated |
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Federated Mid-Cap Index IS |
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267,071 |
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* |
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Federated |
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Federated Max-Cap Index Fund |
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58,417 |
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* |
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Janus |
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Janus Advisor Forty Class S |
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150,138 |
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* |
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Federated |
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Federated International Equity Fund A |
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106,255 |
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* |
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Federated |
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Federated International Small Company Fund A |
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136,818 |
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* |
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Participant Loans |
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Interest rates ranging from 5% to 6% |
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114,693 |
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Forfeiture/Asset Holding Balance |
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20,583 |
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$ |
6,809,182 |
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* |
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Party-in-interest as defined by ERISA |
See report of independent registered public accounting firm
-8-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrator of the
Superior Bancorp 401(k) Plan has duly caused this Annual Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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SUPERIOR BANCORP 401(K) PLAN |
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By
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/s/
Ellen Casey
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Ellen Casey
Administrator |
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Dated:
June 29, 2007
EXHIBIT INDEX
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Exhibit No. |
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Exhibit |
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23-1
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Consent of Carr, Riggs & Ingram, LLC |