FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 1999 Commission File Number 0-19065 ------- SANDY SPRING BANCORP, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Maryland 52-1532952 ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 17801 Georgia Avenue, Olney, Maryland 20832 - ----------------------------------------- --------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (301) 774-6400. Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $1.00 per share --------------------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of 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. [X] The registrant's Common Stock is traded on the NASDAQ National Market under the symbol SASR. The aggregate market value of the 9,206,591 shares of Common Stock of the registrant issued and outstanding held by nonaffiliates on March 6, 2000 was approximately $181 million based on the closing sales price of $19.625 per share of the registrant's Common Stock on that date. For purposes of this calculation, the term "affiliate" refers to all directors and executive officers of the registrant. As of the close of business on March 6, 2000, 9,619,975 shares of the registrant's Common Stock were outstanding. Documents Incorporated By Reference Parts I and II: Portions of the Annual Report to Shareholders for the year ended December 31, 1999 (the "Annual Report"). Part III: Portions of the definitive proxy statement for the Annual Meeting of Shareholders to be held on April 18 , 2000 (the "Proxy Statement").
FORWARD-LOOKING STATEMENTS Part I and Part II of this Annual Report on Form 10-K contain forward-looking statements, including statements of goals, intentions, and expectations, regarding or based upon general economic conditions, interest rates, developments in national and local markets, and other matters, and which, by their nature, are subject to significant uncertainties. Because of these uncertainties and the assumptions on which statements in this report are based, the actual future results may differ materially from those indicated in this report. PART I ITEM 1. BUSINESS General Sandy Spring Bancorp, Inc. ("Bancorp") is the one-bank holding company for Sandy Spring National Bank of Maryland (the "Bank"). Bancorp is registered as a bank holding company pursuant to the Bank Holding Company Act of 1956, as amended (the "Holding Company Act"). As such, Bancorp is subject to supervision and regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve"). Bancorp began operating in 1988. The Bank traces its origin to 1868, and is the oldest banking business based in Montgomery County, Maryland. The Bank is independent, community oriented, and conducts a full- service commercial banking business through 30 community offices located in Montgomery, Howard, Prince George's and Anne Arundel counties in Maryland and in Fairfax County in Virginia.. The Bank is a national bank subject to supervision and regulation by the Office of the Comptroller of the Currency (the "OCC"). The Bank's deposit accounts are insured by the Bank Insurance Fund ("BIF") administered by the Federal Deposit Insurance Corporation (the "FDIC") to the maximum permitted by law. The Bank experiences substantial competition both in attracting and retaining deposits and in making loans. Direct competition for deposits comes from other commercial banks, savings associations, and credit unions located in the Bank's primary market area of Montgomery, Howard, Prince George's and Anne Arundel Counties in Maryland. Additional significant competition for deposits comes from mutual funds and corporate and government debt securities. Sandy Spring Insurance Corporation, a wholly owned subsidiary of the Bank, offers annuities as an alternative to traditional deposit accounts. Sandy Spring Mortgage Corporation, another wholly owned subsidiary of the Bank, offers residential construction and mortgage loan products. The primary factors in competing for loans are interest rates, loan origination fees, and the range of services offered by lenders. Competitors for loan originations include other commercial banks, mortgage bankers, mortgage brokers, savings associations, and insurance companies. Management believes the Bank is able to compete effectively in its primary market area. Bancorp's and the Bank's principal executive office is at 17801 Georgia Avenue, Olney, Maryland 20832, and its telephone number is (301) 774-6400. Regulation, Supervision, and Governmental Policy Following is a brief summary of certain statutes and regulations that significantly affect Bancorp and the Bank. A number of other statutes and regulations affect Bancorp and the Bank but are not summarized below. Bank Holding Company Regulation. Bancorp is registered as a bank holding ------------------------------- company under the Holding Company Act and, as such, is subject to supervision and regulation by the Federal Reserve. As a bank holding company, Bancorp is required to furnish to the Federal Reserve annual and quarterly reports of its operations and additional information and reports. Bancorp is also subject to regular examination by the Federal Reserve. Under the Holding Company Act, a bank holding company must obtain the prior approval of the Federal Reserve before (i) acquiring direct or indirect ownership or control of any class of voting securities of any bank or bank holding company if, after the acquisition, the bank holding company would directly or indirectly own or control more than 5% of the class; (2) acquiring all or substantially all of the assets of another bank or bank holding company; or (3) merging or consolidating with another bank holding company. 1
Under the Holding Company Act, any company must obtain approval of the Federal Reserve prior to acquiring control of Bancorp or the Bank. For purposes of the Holding Company Act, "control" is defined as ownership of 25% or more of any class of voting securities of Bancorp or the Bank, the ability to control the election of a majority of the directors, or the exercise of a controlling influence over management or policies of Bancorp or the Bank. The Change in Bank Control Act and the related regulations of the Federal Reserve require any person or persons acting in concert (except for companies required to make application under the Holding Company Act), to file a written notice with the Federal Reserve before the person or persons acquire control of Bancorp or the Bank. The Change in Bank Control Act defines "control" as the direct or indirect power to vote 25% or more of any class of voting securities or to direct the management or policies of a bank holding company or an insured bank. The Holding Company Act also limits the investments and activities of bank holding companies. In general, a bank holding company is prohibited from acquiring direct or indirect ownership or control of more than 5% of the voting shares of a company that is not a bank or a bank holding company or from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, providing services for its subsidiaries, non-bank activities that are closely related to banking, and other financially related activities. The activities of Bancorp are subject to these legal and regulatory limitations under the Holding Company Act and Federal Reserve regulations. The Gramm Leach Bliley Act of 1999 (the "GLB Act") changed historical restrictions on the non-bank activities of bank holding companies, and allows affiliations between types of companies that were previously prohibited. (See "Competition," below.) In general, bank holding companies that qualify as financial holding companies under the GLB Act may engage in an expanded list of non-bank activities. The GLB Act also created a new regulatory framework by expanding the extent to which non-bank and financially related activities of bank holding companies, including companies that become financial holding companies under the GLB Act, are subject to regulation and oversight by regulators other than the Federal Reserve. Many of the changes in law enacted by the GLB Act became effective March 11, 2000, although some become effective at later dates. The Federal Reserve has the power to order a holding company or its subsidiaries to terminate any activity, or to terminate its ownership or control of any subsidiary, when it has reasonable cause to believe that the continuation of such activity or such ownership or control constitutes a serious risk to the financial safety, soundness, or stability of any bank subsidiary of that holding company. The Federal Reserve has adopted guidelines regarding the capital adequacy of bank holding companies, which require bank holding companies to maintain specified minimum ratios of capital to total assets and capital to risk-weighted assets. See "Regulatory Capital Requirements." The Federal Reserve has the power to prohibit dividends by bank holding companies if their actions constitute unsafe or unsound practices. The Federal Reserve has issued a policy statement on the payment of cash dividends by bank holding companies, which expresses the Federal Reserve's view that a bank holding company should pay cash dividends only to the extent that the company's net income for the past year is sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the company's capital needs, asset quality, and overall financial condition. Bank Regulation. As a national bank, the Bank is subject to the primary --------------- supervision of the OCC under the National Bank Act. The prior approval of the OCC is required for a national bank to establish or relocate a branch office or to engage in any merger, consolidation, or significant purchase or sale of assets. The OCC regularly examines the operations and condition of the Bank, including, but not limited to, its capital adequacy, reserves, loans, investments, and management practices. These examinations are for the protection of the Bank's depositors and the BIF. In addition, the Bank is required to furnish quarterly and annual reports to the OCC. The OCC's enforcement authority includes the power to remove officers and directors and the authority to issue cease-and-desist orders to prevent a bank from engaging in unsafe or unsound practices or violating laws or regulations governing its business. 2
The OCC has adopted regulations regarding the capital adequacy of national banks, which require national banks to maintain specified minimum ratios of capital to total assets and capital to risk-weighted assets. See "Regulatory Capital Requirements." No national bank may pay dividends from its paid-in capital. All dividends must be paid out of current or retained net profits, after deducting reserves for losses and bad debts. The National Bank Act further restricts the payment of dividends out of net profits by prohibiting a national bank from declaring a dividend on its shares of common stock until the surplus fund equals the amount of capital stock or, if the surplus fund does not equal the amount of capital stock, until one-tenth of a bank's net profits for the preceding half year in the case of quarterly or semi-annual dividends, or the preceding two half-year periods in the case of annual dividends, are transferred to the surplus fund. The approval of the OCC is required prior to the payment of a dividend if the total of all dividends declared by a national bank in any calendar year would exceed the total of its net profits for that year combined with its retained net profits for the two preceding years, less any required transfers to surplus or a fund for the retirement of any preferred stock. In addition, the Bank is prohibited by federal statute from paying dividends or making any other capital distribution that would cause the Bank to fail to meet its regulatory capital requirements. Further, the OCC also has authority to prohibit the payment of dividends by a national bank when it determines that their payment would be an unsafe and unsound banking practice. The Bank is a member of the Federal Reserve System and its deposits are insured by the FDIC to the legal maximum of $100,000 for each insured depositor. Some of the aspects of the lending and deposit business of the Bank that are subject to regulation by the Federal Reserve and the FDIC include reserve requirements and disclosure requirements in connection with personal and mortgage loans and deposit accounts. In addition, the Bank is subject to numerous federal and state laws and regulations that include specific restrictions and procedural requirements with respect to the establishment of branches, investments, interest rates on loans, credit practices, the disclosure of credit terms, and discrimination in credit transactions. The Bank is subject to restrictions imposed by federal law on extensions of credit to, and certain other transactions with, Bancorp and other affiliates, and on investments in their stock or other securities. These restrictions prevent Bancorp and the Bank's other affiliates from borrowing from the Bank unless the loans are secured by specified collateral, and require those transactions to have terms comparable to terms of arms-length transactions with third persons. In addition, secured loans and other transactions and investments by the Bank are generally limited in amount as to Bancorp and as to any other affiliate to 10% of the Bank's capital and surplus and as to Bancorp and all other affiliates together to an aggregate of 20% of the Bank's capital and surplus. Certain exemptions to these limitations apply to extensions of credit and other transactions between the Bank and its subsidiaries. These regulations and restrictions may limit Bancorp's ability to obtain funds from the Bank for its cash needs, including funds for acquisitions and for payment of dividends, interest, and operating expenses. Under OCC regulations, national banks must adopt and maintain written policies that establish appropriate limits and standards for extensions of credit secured by liens or interests in real estate or are made for the purpose of financing permanent improvements to real estate. These policies must establish loan portfolio diversification standards; prudent underwriting standards, including loan-to-value limits, that are clear and measurable; loan administration procedures; and documentation, approval, and reporting requirements. A bank's real estate lending policy must reflect consideration of the Interagency Guidelines for Real Estate Lending Policies (the "Interagency Guidelines") adopted by the federal bank regulators. The Interagency Guidelines, among other things, call for internal loan-to-value limits for real estate loans that are not in excess of the limits specified in the Guidelines. The Interagency Guidelines state, however, that it may be appropriate in individual cases to originate or purchase loans with loan-to-value ratios in excess of the supervisory loan-to-value limits. The FDIC has established a risk-based deposit insurance premium assessment system for insured depository institutions. Under the system, the assessment rate for an insured depository institution depends on the assessment risk classification assigned to the institution by the FDIC, based upon the institution's capital level and supervisory evaluations. Institutions are assigned to one of three capital groups -- well-capitalized, adequately capitalized, or undercapitalized -- based on the data reported to regulators. Well-capitalized institutions are institutions satisfying the following capital ratio standards: (i) total risk-based capital ratio of 10.0% or greater; (ii) Tier 1 risk-based capital ratio of 6.0% or greater; and (iii) Tier 1 leverage ratio of 5.0% or greater. Adequately capitalized institutions are institutions that do not meet the standards for well-capitalized institutions but that satisfy the following capital ratio 3
standards: (i) total risk-based capital ratio of 8.0% or greater; (ii) Tier 1 risk-based capital ratio of 4.0% or greater; and (iii) Tier 1 leverage ratio of 4.0% or greater. Institutions that do not qualify as either well-capitalized or adequately capitalized are deemed to be undercapitalized. Within each capital group, institutions are assigned to one of three subgroups on the basis of supervisory evaluations by the institution's primary supervisory authority and such other information as the FDIC determines to be relevant to the institution's financial condition and the risk it poses to the deposit insurance fund. Subgroup A consists of financially sound institutions with only a few minor weaknesses. Subgroup B consists of institutions with demonstrated weaknesses that, if not corrected, could result in significant deterioration of the institution and increased risk of loss to the deposit insurance fund. Subgroup C consists of institutions that pose a substantial probability of loss to the deposit insurance fund unless effective corrective action is taken. The Bank has been informed that it is in the lowest assessment category for the first assessment period of 2000. Regulatory Capital Requirements. The Federal Reserve and the OCC have ------------------------------- established guidelines for maintenance of appropriate levels of capital by bank holding companies and national banks, respectively. The regulations impose two sets of capital adequacy requirements: minimum leverage rules, which require bank holding companies and banks to maintain a specified minimum ratio of capital to total assets, and risk-based capital rules, which require the maintenance of specified minimum ratios of capital to "risk-weighted" assets. The regulations of the Federal Reserve and the OCC require bank holding companies and national banks, respectively, to maintain a minimum leverage ratio of "Tier 1 capital" (as defined in the risk-based capital guidelines discussed in the following paragraphs) to total assets of 3.0%. The capital regulations state, however, that only the strongest bank holding companies and banks, with composite examination ratings of 1 under the rating system used by the federal bank regulators, would be permitted to operate at or near this minimum level of capital. All other bank holding companies and banks are expected to maintain a leverage ratio of at least 1% to 2% above the minimum ratio, depending on the assessment of an individual organization's capital adequacy by its primary regulator. A bank or bank holding company experiencing or anticipating significant growth is expected to maintain capital well above the minimum levels. In addition, the Federal Reserve has indicated that it also may consider the level of an organization's ratio of tangible Tier 1 capital (after deducting all intangibles) to total assets in making an overall assessment of capital. The risk-based capital rules of the Federal Reserve and the OCC require bank holding companies and national banks to maintain minimum regulatory capital levels based upon a weighting of their assets and off-balance sheet obligations according to risk. The risk-based capital rules have two basic components: a core capital (Tier 1) requirement and a supplementary capital (Tier 2) requirement. Core capital consists primarily of common stockholders' equity, certain perpetual preferred stock (noncumulative perpetual preferred stock with respect to banks), and minority interests in the equity accounts of consolidated subsidiaries; less all intangible assets, except for certain mortgage servicing rights and purchased credit card relationships. Supplementary capital elements include, subject to certain limitations, the allowance for losses on loans and leases; perpetual preferred stock that does not qualify as Tier 1 capital; long- term preferred stock with an original maturity of at least 20 years from issuance; hybrid capital instruments, including perpetual debt and mandatory convertible securities; subordinated debt, intermediate-term preferred stock, and up to 45% of pre-tax net unrealized gains on available for sale equity securities. In November 1999, Sandy Spring Capital Trust I, a statutory business trust and consolidated subsidiary of Bancorp, sold 1.4 million trust preferred securities having a liquidation price of $25 each for a total price of $35 million. These trust preferred securities meet the Federal Reserves regulatory criteria for Tier 1 capital, subject to Federal Reserve guidelines that limit the amount of trust preferred (and any cumulative perpetual preferred stock) that may be included in Tier 1 capital to an aggregate of 25% of Tier 1 capital. Any excess may be included as supplementary capital. See note 10 to the Consolidated Financial Statements on page 34 of the Annual Report. Funds from the issuance of the trust preferred securities were used for general corporate purposes, including investment in subordinated debt of the Bank. The risk-based capital regulations assign balance sheet assets and credit equivalent amounts of off-balance sheet obligations to one of four broad risk categories based principally on the degree of credit risk associated with the obligor. The assets and off-balance sheet items in the four risk categories are weighted at 0%, 20%, 50% and 100%. These computations result in the total risk- weighted assets. The risk-based capital regulations require all banks and bank holding companies to maintain a minimum ratio of total capital to 4
total risk-weighted assets of 8%, with at least 4% as core capital. For the purpose of calculating these ratios: (i) supplementary capital is limited to no more than 100% of core capital; and (ii) the aggregate amount of certain types of supplementary capital is limited. In addition, the risk-based capital regulations limit the allowance for loan losses that may be included in capital to 1.25% of total risk-weighted assets. The federal bank regulatory agencies, including the OCC, have established a joint policy regarding the evaluation of commercial banks' capital adequacy for interest rate risk. Under the policy, the OCC's assessment of a bank's capital adequacy includes an assessment of the bank's exposure to adverse changes in interest rates. The OCC has determined to rely on its examination process for such evaluations rather than on standardized measurement systems or formulas. The OCC may require banks that are found to have a high level of interest rate risk exposure or weak interest rate risk management systems to take corrective actions. Management believes its interest rate risk management systems and its capital relative to its interest rate risk are adequate. Federal banking regulations also require banks with significant trading assets or liabilities to maintain supplemental risk-based capital based upon their levels of market risk. The Bank did not have significant levels of trading assets or liabilities during 1999, and was not required to maintain such supplemental capital. The OCC has established regulations that classify national banks by capital levels and provide for the OCC to take various "prompt corrective actions" to resolve the problems of any bank that fails to satisfy the capital standards. Under these regulations, a well-capitalized bank is one that is not subject to any regulatory order or directive to meet any specific capital level and that has a total risk-based capital ratio of 10% or more, a Tier 1 risk-based capital ratio of 6% or more, and a leverage ratio of 5% or more. An adequately capitalized bank is one that does not qualify as well-capitalized but meets or exceeds the following capital requirements: a total risk-based capital ratio of 8%, a Tier 1 risk-based capital ratio of 4%, and a leverage ratio of either (i) 4% or (ii) 3% if the bank has the highest composite examination rating. A bank that does not meet these standards is categorized as undercapitalized, significantly undercapitalized, or critically undercapitalized, depending on its capital levels. A national bank that falls within any of the three undercapitalized categories established by the prompt corrective action regulation is subject to severe regulatory sanctions. As of December 31, 1999, the Bank was well-capitalized as defined in the OCC's regulations. For information regarding Bancorp's and the Bank's compliance with their respective regulatory capital requirements, see "Management's Discussion and Analysis -- Capital Management on page 18 of the Annual Report and "Note 21 - Regulatory Matters" of the Notes to the Consolidated Financial Statements on page 44 of the Annual Report. Supervision and Regulation of Mortgage Banking Operations Bancorp's mortgage banking business is subject to the rules and regulations of the U.S. Department of Housing and Urban Development ("HUD"), the Federal Housing Administration ("FHA"), the Veterans' Administration ("VA"), and FNMA with respect to originating, processing, selling and servicing mortgage loans. Those rules and regulations, among other things, prohibit discrimination and establish underwriting guidelines which include provisions for inspections and appraisals, require credit reports on prospective borrowers, and fix maximum loan amounts. Lenders such as Bancorp are required annually to submit to FNMA, FHA and VA audited financial statements, and each regulatory entity has its own financial requirements. Bancorp's affairs are also subject to examination by the Federal Reserve, FNMA, FHA and VA at all times to assure compliance with the applicable regulations, policies and procedures. Mortgage origination activities are subject to, among others, the Equal Credit Opportunity Act, Federal Truth-in-Lending Act, Fair Housing Act, Fair Credit Reporting Act, the National Flood Insurance Act and the Real Estate Settlement Procedures Act and related regulations that prohibit discrimination and require the disclosure of certain basic information to mortgagors concerning credit terms and settlement costs. Bancorp's mortgage banking operations also are affected by various state and local laws and regulations and the requirements of various private mortgage investors. Competition The Bank's principal competitors for deposits are other financial institutions, including other banks, credit unions, and savings institutions. Competition among these institutions is based primarily on interest rates and other terms offered, service charges imposed on deposit accounts, the quality of services rendered, and the convenience of banking facilities. Additional competition for depositors' 5
funds comes from U.S. Government securities, private issuers of debt obligations and suppliers of other investment alternatives for depositors, such as securities firms. Competition from credit unions has intensified in recent years as historical federal limits on membership have been relaxed. Because federal law subsidizes credit unions by giving them a general exemption from federal income taxes, credit unions have a significant cost advantage over banks and savings associations, which are fully subject to federal income taxes. Credit unions may use this advantage to offer rates that are highly competitive with those offered by banks and thrifts. The banking business in Maryland generally, and the Bank's primary service areas specifically, are highly competitive with respect to both loans and deposits. As noted above, the Bank competes with many larger banking organizations that have offices over a wide geographic area. These larger institutions have certain inherent advantages, such as the ability to finance wide-ranging advertising campaigns and promotions and to allocate their investment assets to regions offering the highest yield and demand. They also offer services, such as international banking, that are not offered directly by the Bank (but are available indirectly through correspondent institutions), and, by virtue of their larger total capitalization, such banks have substantially higher legal lending limits, which are based on bank capital, than does the Bank. The Bank can arrange loans in excess of its lending limit, or in excess of the level of risk it desires to take, by arranging participations with other banks. Other entities, both governmental and in private industry, raise capital through the issuance and sale of debt and equity securities and indirectly compete with the Bank in the acquisition of deposits. In addition to competing with other commercial banks, credit unions and savings associations, commercial banks such as the Bank compete with nonbank institutions for funds. For instance, yields on corporate and government debt and equity securities affect the ability of commercial banks to attract and hold deposits. Commercial banks also compete for available funds with mutual funds. These mutual funds have provided substantial competition to banks for deposits, and it is anticipated they will continue to do so in the future. The Holding Company Act permits the Federal Reserve to approve an application of an adequately capitalized and adequately managed bank holding company to acquire control of, or acquire all or substantially all of the assets of, a bank located in a state other than that holding company's home state. The Federal Reserve may not approve the acquisition of a bank that has not been in existence for the minimum time period (not exceeding five years) specified by the statutory law of the host state. The Holding Company Act also prohibits the Federal Reserve from approving an application if the applicant (and its depository institution affiliates) controls or would control more than 10% of the insured deposits in the United States or 30% or more of the deposits in the target bank's home state or in any state in which the target bank maintains a branch. The Holding Company Act does not affect the authority of states to limit the percentage of total insured deposits in the state which may be held or controlled by a bank or bank holding company to the extent such limitation does not discriminate against out-of-state banks or bank holding companies. Federal banking laws also authorize the federal banking agencies to approve interstate merger transactions without regard to whether such transactions are prohibited by the law of any state, unless the home state of one of the banks expressly prohibits merger transactions involving out-of-state banks. The State of Maryland allows out-of-state financial institutions to merge with Maryland banks and to establish branches in Maryland, subject to certain limitations. The GLB Act permits the creation of a new type of regulated entity, the financial holding company, that can offer a broad range of financial products. These new financial holding companies may engage in banking as well as types of securities, insurance, and other financial activities that had been prohibited for bank holding companies under prior law. The GLB Act also permits banks with or without holding companies to establish and operate financial subsidiaries that may engage in most financial activities in which financial holding companies may engage. Competition may increase as bank holding companies and other large financial service companies take advantage of the new activities and provide a wider array of products. By removing historical restrictions on affiliations between banks and certain types of companies, the GLB Act expands the number of potential acquirors of existing banks and bank holding companies, and makes it possible for bank holding companies to acquire new types of existing businesses. 6
Employees As of January 31, 2000, Bancorp and the Bank employed 512 persons, including executive officers, loan and other banking and trust officers, branch personnel, and others. None of Bancorp's or the Bank's employees is represented by a union or covered under a collective bargaining agreement. Management of Bancorp and the Bank consider their employee relations to be excellent. Executive Officers The following table sets forth information regarding the executive officers of Bancorp and the Bank who are not directors. <TABLE> <CAPTION> Name Age (1) Principal Position(s) - ---- ------- --------------------- <S> <C> <C> James R. Farmer 48 Senior Vice President of the Bank Ronald E. Kuykendall 47 Vice President and Secretary of Bancorp and Senior Vice President and General Counsel of the Bank James H. Langmead 50 Vice President and Treasurer of Bancorp and Executive Vice President and Chief Financial Officer of the Bank Lawrence T. Lewis 51 Executive Vice President of the Bank Stanley L. Merson 43 President, Sandy Spring Mortgage Corporation and Senior Vice President of the Bank Frank H. Small 53 Executive Vice President of the Bank Sara E. Watkins 43 Senior Vice President of the Bank </TABLE> - -------------------- (1) At March 22, 2000. The principal occupation(s) and business experience of each executive officer who is not a director for the last five years are set forth below. James R. Farmer became a Senior Vice President of the Bank in 1994. Prior to that, Mr. Farmer was Vice President of the Bank. Mr. Farmer has been employed by the Bank since 1979. Ronald E. Kuykendall became Vice President and Secretary of Bancorp and Senior Vice President and General Counsel of the Bank in January 2000. Before joining the Bank, Mr. Kuykendall was Associate General Counsel, Crestar Financial Corporation from 1998 to 1999, Senior Corporate Counsel, First Union Corporation in 1997 and, prior to that, Senior Corporate Counsel, Signet Banking Corporation. James H. Langmead, CPA, became Vice President and Treasurer of Bancorp, Senior Vice President and Chief Financial Officer of the Bank in 1995, and Executive Vice President in 1997. Prior to that, Mr. Langmead was a Senior Vice President of the Bank (from January 1994), and Vice President and Controller of the Bank. Prior to joining the Bank in 1992, Mr. Langmead was Executive Vice President of the Bank of Baltimore. Lawrence T. Lewis began his employment with the Bank in 1996 as Senior Vice President, and became Executive Vice President in 1997. From January 1984 to December 1995, Mr. Lewis was a managing director of Clark Melvin Securities Corporation. 7
Stanley L. Merson has been a Senior Vice President of the Bank since 1991 and was Vice President of the Commercial Loan Department prior to becoming Senior Vice President. He became President of Sandy Spring Mortgage Corporation upon its formation in 1997. Mr. Merson has been employed by the Bank since 1982. Frank H. Small became a Senior Vice President of the Bank in 1994, and Executive Vice President in 1997. Prior to that, Mr. Small was Vice President of the Bank. Before joining the Bank in 1990, Mr. Small was Vice President in charge of branch operations at Equitable Bank, N.A. Sara E. Watkins became a Senior Vice President of the Bank in 1997. Prior to that, Ms. Watkins was Vice President and Branch Administrator of the Bank (from June 1994) and Vice President and Region Manager of the Bank (from April 1992). Tabular Financial Information Loan Maturity Table. The following table sets forth information as of December 31, 1999, regarding the loan maturities and interest rate sensitivity for real estate-construction and commercial loans (dollars in thousands). <TABLE> <CAPTION> Years -------------------------------------- 1 or Less Over 1-5 Over 5 Total --------- -------- ------- -------- <S> <C> <C> <C> <C> Real Estate - Construction.. $ 74,490 $ 2,487 $ 0 $ 76,977 Commercial.................. 56,026 30,425 6,223 92,674 -------- ------- ------ -------- Total..................... $130,516 $32,912 $6,223 $169,651 ======== ======= ====== ======== Rate Terms: Fixed..................... $ 37,587 $30,301 $6,223 $ 74,111 Variable or adjustable.... 92,929 2,611 0 95,540 -------- ------- ------ -------- Total................... $130,516 $32,912 $6,223 $169,651 ======== ======= ====== ======== </TABLE> 8
Credit Loss Allowance Table. The following table presents the allocation of the allowance for credit losses for the past five years, along with the percentage of total loans in each category (dollars in thousands). <TABLE> <CAPTION> December 31 ------------------------------------------------------------------------------------------------------ 1999 1998 1997 1996 1995 ------------------ ------------------ ------------------ ------------------ ------------------ Amount Loan Mix Amount Loan Mix Amount Loan Mix Amount Loan Mix Amount Loan Mix ------------------ ------------------ ------------------ ------------------ ------------------ <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> Amount applicable to: Real estate--mortgage $ 766 57% $1,095 58% $1,213 58% $ 425 60% $ 512 61% Real estate-- 331 9 210 12 224 11 745 9 10 9 construction Consumer 335 22 201 18 215 18 193 18 181 18 Commercial 637 12 706 12 774 13 1,015 13 907 12 Unallocated 6,162 5,138 4,590 4,013 4,987 ------ ------ ------ ------ ------ Total allowance for $8,231 $7,350 $7,016 $6,391 $6,597 Credit losses ====== ====== ====== ====== ====== </TABLE> The Company's policies and practices regarding the allowance for credit losses, including factors regularly analyzed by management in evaluating the sufficiency of the allowance, are disclosed in the discussion of Credit Risk Management on pages 19 and 20 in Notes 1 and 6 of the Notes to the Consolidated Financial Statements beginning on page 28 of the Annual Report. (See also the discussion of loan portfolio composition and trends on pages 16 and 17 of the Annual Report.) The amount of unallocated allowance for credit losses increased to 74.9% of the total allowance at December 31, 1999, from 69.9% a year earlier. The percentage was 65.4% at December 31, 1997. The size of the unallocated reserve at December 31, 1999 reflects management's assessment of actual loss residing in the loan portfolio which has not been specifically attributed to any category of loans. The tabular financial information set forth on pages 9 through 23 of the Annual Report is incorporated herein by reference. ITEM 2. DESCRIPTION OF PROPERTY Page 7 of the Annual Report (listing executive and community offices) is hereby incorporated by reference. 9
ITEM 3. LEGAL PROCEEDINGS Note 18 on page 40 of the Annual Report ("Litigation") is hereby incorporated by reference. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted to a vote of security holders during the fourth quarter of 1999, through solicitation of proxies or otherwise. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS The sections titled "Recent Stock Prices and Dividends" and "Quarterly Stock Information" on page 9 of the Annual Report is hereby incorporated by reference. For information regarding regulatory restrictions on the Bank's and, therefore, Bancorp's payment of dividends, see Note 11 -- "Stockholders' Equity" on page 35 of the Annual Report, which is hereby incorporated by reference. ITEM 6. SELECTED FINANCIAL DATA The table titled "Historical Trends in Financial Data 1995 - 1999" on page 11 of the Annual Report is hereby incorporated by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Pages 10 through 23 of the Annual Report are hereby incorporated by reference. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The section titled "Market Risk Management" on pages 21 and 22 of the Annual Report is hereby incorporated by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Pages 24 through 46 of the Annual Report are hereby incorporated by reference. The remaining information appearing in the Annual Report to Shareholders is not deemed to be filed as part of this Report, except as expressly provided herein. ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. 10
PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information regarding directors and nominees for directors of Bancorp and compliance with Section 16(a) of the Securities Exchange Act of 1934 is included under the captions titled "Election of Directors -- Information as to Nominees and Continuing Directors" on pages 3 through 5 of the Proxy Statement, and "Compliance with Section 16(a) of the Securities Exchange Act of 1934" on page 14 of the Proxy Statement, and is hereby incorporated by reference. Information concerning the executive officers of Bancorp is included under the caption titled "Item 1. Business -- Executive Officers" of this report and is hereby incorporated by reference. ITEM 11. EXECUTIVE COMPENSATION Information regarding the compensation of Bancorp's directors and executive officers is included under the captions "Corporate Governance and Other Matters," "Executive Compensation," "Report of the Human Resources Committee," and "Stock Performance Comparisons" on pages 4 through 13 of the Proxy Statement, and is hereby incorporated by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information regarding beneficial ownership of Bancorp's common stock by certain beneficial owners and directors and executive officers of Bancorp is included under the caption "Stock Ownership of Management" on page of the Proxy Statement and is hereby incorporated by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information regarding certain relationships and related transactions with management is included under the caption "Transactions and Relationships with Management" on page 2 of the Proxy Statement and is hereby incorporated by reference. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following consolidated financial statements of Bancorp included in the Annual Report to Shareholders for the year ended December 31, 1999, are incorporated herein by reference in Item 8 of this Report. The remaining information appearing in the Annual Report to Shareholders is not deemed to be filed as part of this Report, except as expressly provided herein. The following financial statements are filed as a part of this report: Consolidated Balance Sheets at December 31, 1998 and 1999 Consolidated Statements of Income for the years ended December 31, 1997, 1998 and 1999 Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1998 and 1999 Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 1997, 11
1998 and 1999 Notes to the Consolidated Financial Statements Report of Independent Auditors All financial statement schedules have been omitted as the required information is either inapplicable or included in the consolidated financial statements or related notes. The following exhibits are filed as a part of this report: <TABLE> <CAPTION> Exhibit No. Description Incorporated by Reference to: - ----------------------------------------------------------------------------------------------------------------- <S> <C> <C> 3(a) Articles of Incorporation of Sandy Spring Exhibit 3.1 to Form 10-Q for the Quarter Bancorp, Inc., as Amended ended June 30, 1996, SEC File No. 0-19065. 3(b) Bylaws of Sandy Spring Bancorp, Inc. Exhibit 3.2 to Form 8-K dated May 13, 1992, SEC File No. 0-19065. 10(a)* Amended and Restated Sandy Spring Bancorp, Inc., Exhibit 10(a) to Form 10-Q for the Quarter Cash and Deferred Profit Sharing Plan and Trust ended September 30, 1997, SEC File No. 0-19065. 10(b)* Sandy Spring Bancorp, Inc. 1982 Incentive Stock Exhibit 10(c) to Form 10-Q for the quarter Option Plan ended June 30, 1990, SEC File No. 0-19065. 10(c)* Sandy Spring Bancorp, Inc. 1992 Stock Option Plan Exhibit 10(i) to Form 10-K for the year ended December 31, 1991, SEC File No. 0-19065. 10(d)* Sandy Spring Bancorp, Inc. Amended and Restated Exhibit 4 to Registration Statement on Form Stock Option Plan for Employees of Annapolis S-8, Registration Statement No. 333-11049. Bancshares, Inc. 10(e)* Sandy Spring Bancorp, Inc. 1999 Stock Option Plan Exhibit 4 to Registration Statement on Form S-8, Registration Statement No. 333-81249. 10(f)* Sandy Spring National Bank of Maryland Executive Exhibit 10(g) to Form 10-K for the year Health Insurance Plan ended December 31, 1991, SEC File No. 0-19065. 10(g)* Sandy Spring National Bank of Maryland Executive Exhibit 10(k) to Form 10-K for the year Health Expense Reimbursement Plan ended December 31, 1991, SEC File No. 0-19065. 10(h)* Form of Director Fee Deferral Agreement, Exhibit 10(b) to Form 10-Q for the Quarter August 26, 1997 ended September 30, 1997, SEC File No. 0-19065. </TABLE> 12
<TABLE> <CAPTION> Exhibit No. Description Incorporated by Reference to: - ----------------------------------------------------------------------------------------------------------------- <S> <C> <C> 10(i)* Supplemental Executive Retirement Agreement by Exhibit 10(c) to Form 10-Q for the Quarter and Between Sandy Spring National Bank of ended September 30, 1997, SEC File No. Maryland and Hunter R. Hollar 0-19065. 10(j)* Form of Supplemental Executive Retirement Exhibit 10(d) to Form 10-Q for the Quarter Agreement by and between Sandy Spring National ended September 30, 1997, SEC File No. Bank of Maryland and each of James H. Langmead, 0-19065. Lawrence T. Lewis, Stanley L. Merson, Frank H. Small, and Sara E. Watkins 10(k)* Employment Agreement by and among Sandy Spring Exhibit 10(e) to Form 10-Q for the Quarter Bancorp, Inc., Sandy Spring National Bank of ended September 30, 1997, SEC File No. Maryland, and Hunter H. Hollar 0-19065. 10(l)* Employment Agreement by and among Sandy Spring Exhibit 10(f) to Form 10-Q for the Quarter Bancorp, Inc., Sandy Spring National Bank of ended September 30, 1997, SEC File No. Maryland, and James H. Langmead 0-19065. 10(m)* Employment Agreement by and among Sandy Spring Exhibit 10(g) to Form 10-Q for the Quarter Bancorp, Inc., Sandy Spring National Bank of ended September 30, 1997, SEC File No. Maryland, and Lawrence T. Lewis 0-19065. 10(n)* Employment Agreement by and among Sandy Spring Exhibit 10(h) to Form 10-Q for the Quarter Bancorp, Inc., Sandy Spring National Bank of ended September 30, 1997, SEC File No. Maryland, and Stanley L. Merson 0-19065. 10(o)* Employment Agreement by and among Sandy Spring Exhibit 10(i) to Form 10-Q for the Quarter Bancorp, Inc., Sandy Spring National Bank of ended September 30, 1997, SEC File No. Maryland, and Frank H. Small 0-19065. 10(p)* Employment Agreement by and among Sandy Spring Exhibit 10(o) to Form 10-K for the year Bancorp, Inc., Sandy Spring National Bank of ended December 31, 1998, SEC File No. Maryland, and Sara E. Watkins 0-19065. 13 1999 Annual Report to Shareholders 21 Subsidiaries 23 Consent of Independent Auditors 24 Power of Attorney 27 Financial Data Schedule </TABLE> * Management Contract or Compensatory Plan or Arrangement filed pursuant to Item 14(c) of this Report. (b) No Current Reports on Form 8-K were filed during the three-month period ended December 31, 1999. (c) Exhibits to this Form 10-K are attached or incorporated by reference as stated above. (d) None. 13
SIGNATURES Pursuant to the requirements of Section 13 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. SANDY SPRING BANCORP, INC. (Registrant) By: /s/ Hunter R. Hollar -------------------- Hunter R. Hollar President and Chief Executive 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 indicated as of March 22, 2000. Principal Executive Officer and Principal Financial and Director: Accounting Officer: /s/ Hunter R. Hollar /s/ James H. Langmead - -------------------- --------------------- Hunter R. Hollar James H. Langmead President and Chief Executive Officer Vice President and Treasurer A majority of the directors of Bancorp executed a power of attorney appointing Theresa A. Cornish as their attorney-in-fact, empowering her to sign this report on their behalf. This power of attorney has been filed with the Securities and Exchange Commission under Part IV, Exhibit 24 of this Form 10-K for the year ended December 31, 1999. This report has been signed below by such attorney-in- fact as of March 22, 2000. Signature Title - --------- ----- /s/ John Chirtea Director - ----------------------------- John Chirtea /s/ Susan D. Goff Director - ----------------------------- Susan D. Goff /s/ Solomon Graham Director - ----------------------------- Solomon Graham /s/ Gilbert L. Hardesty Director - ----------------------------- Gilbert L. Hardesty /s/ Joyce R. Hawkins Director - ----------------------------- Joyce R. Hawkins 14
/s/ Thomas O. Keech Director - ----------------------------- Thomas O. Keech /s/ Charles F. Mess Director - ----------------------------- Charles F. Mess Director - ----------------------------- Robert L. Mitchell /s/ Robert L. Orndorff, Jr. Director - ----------------------------- Robert L. Orndorff, Jr. /s/ David E. Rippeon Director - ----------------------------- David E. Rippeon /s/ Lewis R. Schumann Director - ----------------------------- Lewis R. Schumann /s/ W. Drew Stabler Chairman of the Board, - ----------------------------- Director W. Drew Stabler By: /s/ Theresa A. Cornish ------------------------------------ Attorney-in-Fact for Majority of the Directors of Bancorp 15