-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BpOOVGGjCBMMe3phUI+U6YJOGkdHjYtjHLDfLcoXAWSAgTE4F/O2PWHBi/YHvm/8 Q/Mp92oal8jMZYKAe1BtUg== 0000950124-98-001766.txt : 19980331 0000950124-98-001766.hdr.sgml : 19980331 ACCESSION NUMBER: 0000950124-98-001766 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980330 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDEPENDENT BANK CORP /MI/ CENTRAL INDEX KEY: 0000039311 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382032782 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-07818 FILM NUMBER: 98579202 BUSINESS ADDRESS: STREET 1: 230 W MAIN ST STREET 2: PO BOX 491 CITY: IONIA STATE: MI ZIP: 48846 BUSINESS PHONE: 6165279450 MAIL ADDRESS: STREET 1: 230 W MAIN ST CITY: IONIA STATE: MI ZIP: 48846 10-K 1 FORM 10-K 1 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, 1997 or / / Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ------------- ------------ Commission file Number 0-7818 ---------------------------------------------------------- INDEPENDENT BANK CORPORATION - ------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) MICHIGAN 38-2032782 - ---------------------------------- ----------------------------- (State or other jurisdiction of (I.R.S. employer incorporation) identification no.) 230 W. Main St., P.O. Box 491, Ionia, Michigan 48846 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (616) 527-9450 --------------------------- Securities registered pursuant to Section 12(g) of the Act: Common Stock, $1.00 Par Value - -------------------------------------------------------------------------------- (Title of class) 9.25% Cumulative Trust Preferred Securities, $25.00 Liquidation Amount - -------------------------------------------------------------------------------- (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. ----- State the aggregate market value of the voting stock held by non-affiliates of the Registrant. (For this purpose only, the affiliates of the Registrant have been assumed to be the executive officers and directors of the Registrant and their associates.) Common Stock, $1.00 Par Value - $168,573,923 - -------------------------------------------------------------------------------- (Based on $40.25 per common share, the last reported sales price on the Nasdaq National Market tier of the Nasdaq Stock Market on March 17, 1998. Reference is made to Part II, Item 5 for further information). Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Common stock, $1.00 par value - 4,621,631 shares at March 17, 1998 Documents incorporated by reference Portions of the Registrant's definitive proxy statement, and appendix thereto dated March 13, 1998, relating to its April 21, 1998 Annual Meeting of Shareholders are incorporated by reference into Part II and Part III of this form. The Exhibit Index appears on Page 24 2 Included or incorporated by reference in this Form 10-K are certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are based upon the beliefs of the Registrant's management as well as on assumptions made by and information currently available to the Registrant at the time such statements were made. Actual results could differ materially from those included in such forward-looking statements as a result of, among other things, the factors included in or incorporated by reference in this Report, general and certain economic and business factors, some of which may be beyond the control of the Registrant. Investors are cautioned that all forward-looking statements involve risks and uncertainty. PART I ITEM 1. BUSINESS Independent Bank Corporation (the "Registrant") was incorporated under the laws of the State of Michigan on September 17, 1973, for the purpose of becoming a bank holding company. The Registrant is registered under the Bank Holding Company Act of 1956, as amended, and owns the outstanding stock of four banks (the "Banks") which are all organized under the laws of the State of Michigan. Aside from the stock of the Banks, the Registrant has no other substantial assets. The Registrant conducts no business except for the provision of certain management and operational services to the Banks, the collection of fees and dividends from the Banks and the payment of dividends to the Registrant's shareholders. Certain employee retirement plans (including an employee stock ownership plan and a deferred compensation plan) as well as health and other insurance programs have been established by the Registrant. The proportional costs of these plans are borne by each of the Banks and their respective subsidiaries. The Registrant and the Banks have no material patents, trademarks, licenses or franchises except the corporate franchises of the Banks which permit them to engage in commercial banking pursuant to Michigan law. The following table shows each of the Banks and their total loans and deposits as of December 31, 1997:
Main Office Total Total Bank Location Deposits Loans ---- -------- -------- ----- Independent Bank Ionia $250,738,000 $241,808,000 Independent Bank West Michigan Rockford 151,006,000 206,991,000 Independent Bank South Michigan Leslie 111,126,000 126,799,000 Independent Bank East Michigan Caro 191,139,000 190,334,000
Independent Bank (formerly First Security Bank) affiliated with the Registrant on June 1, 1974. Independent Bank consolidated with North Bank, the sole banking subsidiary of North Bank Corporation ("NBC") acquired by the Registrant effective May 31, 1996. On that date NBC had total assets of $152,000,000. Independent Bank West Michigan is the result of a merger in 1985 of the First State Bank of Newaygo (acquired December 16, 1974), the Western State Bank, Howard City (acquired February 7, 1977), and the Bank of Rockford (organized by the Registrant as a new bank on August 18, 1975). Independent Bank South Michigan is the result of a merger in 1985 of the Peoples Bank of Leslie (acquired February 16, 1981) and the Olivet State Bank (acquired on October 16, 1979). 1 3 ITEM 1. BUSINESS (Continued) Independent Bank East Michigan is the result of the consolidation of the former American Home Bank (acquired October 8, 1993), Pioneer Bank (acquired October 15, 1993) and The Kingston State Bank (acquired March 7, 1994). On December 13, 1996 Independent Bank East Michigan purchased eight offices from First of America Bank--Michigan N.A. with deposits and loans of $121,900,000 and $22,100,000, respectively. On November 7, 1996, the Registrant formed IBC Capital Finance, a Delaware statutory business trust ("IBC Capital"). IBC Capital's business and affairs are conducted by its property trustee, a Delaware trustee, and three individual administrative trustees who are employees or officers of or affiliated with the Registrant. IBC Capital exists for the sole purposes of selling and issuing its preferred securities and common securities, using the proceeds from the sale of those securities to acquire subordinated debentures issued by the Registrant and certain related services. As a result, the sole assets of IBC Capital are the subordinated debentures of the Registrant. The Banks transact business in the single industry segment of commercial banking. Most of the Banks' offices provide full service lobby and drive-in services in the communities which they serve. Automatic teller machines are also provided at most locations. The Banks' activities cover all phases of commercial banking, including checking and savings accounts, commercial and agricultural lending, direct and indirect consumer financing, mortgage lending and deposit box services. The Banks also offer title insurance services through a separate subsidiary. The Banks do not offer trust services. The principal markets are the rural and suburban communities across lower Michigan that are served by the banks' branch networks. The local economies of the communities served by the Banks are relatively stable and reasonably diversified. The Banks serve their markets through their four main offices and a total of 54 branch and 9 loan production offices. Banking is highly competitive. The Banks compete with other commercial banks, savings and loan associations, credit unions, mortgage banking companies, securities brokerage companies, insurance companies, and money market mutual funds. Many of these competitors have substantially greater resources than the Registrant and the Banks and offer certain services that the Registrant and Banks do not currently provide. Such competitors may also have greater lending limits than the Banks. The number of competitors may increase as a result of the easing of restrictions on interstate banking effected under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Riegle-Neal Act"). In addition, non-bank competitors are generally not subject to the extensive regulations applicable to the Registrant and the Banks. Price (the interest charged on loans and/or paid on deposits) remains a principal means of competition within the financial services industry. The Banks also compete on the basis of service and convenience, utilizing the strengths and benefits of the Registrant's decentralized structure to providing financial services. The principal sources of revenue, on a consolidated basis, are interest and fees on loans, other interest income and non-interest income. The sources of income for the three most recent years are as follows:
1997 1996 1995 ----- ----- ---- Interest and fees on loans 76.6% 76.5% 76.1% Other interest income 13.5 15.0 16.3 Non-interest income 9.9 8.5 7.6 ----- ----- ----- 100.0% 100.0% 100.0% ===== ===== =====
As of December 31, 1997, the Registrant and the Banks had 507 full-time employees and 201 part-time employees. Supervision and Regulation The following is a summary of certain statutes and regulations affecting the Registrant and the Banks. This summary is qualified in its entirety by reference to the particular statutes and regulations. A change in applicable laws or regulations may have a material effect on the Registrant, the Banks and the businesses of the Registrant and the Banks. 2 4 ITEM 1. BUSINESS (Continued) General Financial institutions and their holding companies are extensively regulated under federal and state law. Consequently, the growth and earnings performance of the Registrant and the Banks can be affected not only by management decisions and general and local economic conditions, but also by the statutes administered by, and the regulations and policies of, various governmental regulatory authorities. The effect of such statutes, regulations and policies and any changes thereto can be significant and cannot be predicted. The system of supervision and regulation applicable to the Registrant and the Banks establishes a comprehensive framework for their respective operations and is intended primarily for the protection of the Federal Deposit Insurance Corporation's (the "FDIC") deposit insurance funds, the depositors of the Banks, and the public, rather than the shareholders of the Registrant. Federal law and regulations, including provisions added by the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") and regulations promulgated thereunder, establish supervisory standards applicable to the lending activities of the Banks, including internal controls, credit underwriting, loan documentation, and loan-to-value ratios for loans secured by real property. The Registrant General. The Registrant is a bank holding company and, as such, is registered with, and subject to regulation by, the Board of Governors of the Federal Reserve System (the "Federal Reserve") under the Bank Holding Company Act, as amended (the "BHCA"). Under the BHCA, the Registrant is subject to periodic examination by the Federal Reserve, and is required to file periodic reports of its operations and such additional information as the Federal Reserve may require. In accordance with Federal Reserve policy, a bank holding company is expected to act as a source of financial strength to its subsidiary banks and to commit resources to support the subsidiary banks in circumstances where the bank holding company might not do so absent such policy. In addition, if the Commissioner of the Michigan Financial Institutions Bureau (the "Commissioner") deems a bank's capital to be impaired, the Commissioner may require a bank to restore its capital by special assessment upon a bank holding company, as the bank's sole shareholder. If the bank holding company were to fail to pay such assessment, the directors of that bank would be required, under Michigan law, to sell the shares of that bank stock owned by the bank holding company to the highest bidder at either public or private auction and use the proceeds of the sale to restore the bank's capital. Any capital loans by a bank holding company to a subsidiary bank are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank. In the event of a bank holding company's bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to a priority of payment. Investments and Activities. Under the BHCA, bank holding companies are prohibited, with certain limited exceptions, from engaging in activities other than those of banking or of managing or controlling banks and from acquiring or retaining direct or indirect ownership or control of voting shares or assets of any company which is not a bank or bank holding company, other than subsidiary companies furnishing services to or performing services for its subsidiaries, and other subsidiaries engaged in activities which, by the Federal Reserve's determination, are closely related to banking or managing or controlling banks. In general, any direct or indirect acquisition by a bank holding company of any voting shares of any bank which would result in the bank holding company's direct or indirect ownership or control of more than 5% of any class of voting shares of such bank, and any merger or consolidation of the bank holding company with another bank holding company, will require the prior written approval of the Federal Reserve under the BHCA. In acting on such applications, the Federal Reserve must consider various statutory factors. Among others, such statutory factors include the effect of the proposed transaction on competition in relevant geographic and product markets, and each party's financial condition, managerial resources, and record of performance under the Community Reinvestment Act. 3 5 ITEM 1. BUSINESS (Continued) In addition and subject to certain exceptions, the Change in the Bank Control Act ("Control Act") and regulations promulgated thereunder by the Federal Reserve, require any person acting directly or indirectly, or through or in concert with one or more persons, to give the Federal Reserve 60 days' written notice before acquiring control of a bank holding company. Transactions which are presumed to constitute the acquisition of control include the acquisition of any voting securities of a bank holding company having securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, if, after the transaction, the acquiring person (or persons acting in concert) owns, controls or holds with power to vote 25% or more of any class of voting securities of the institution. The acquisition may not be consummated subsequent to such notice if the Federal Reserve issues a notice within 60 days, or within certain extensions of such period, disapproving the same. The merger or consolidation of an existing bank subsidiary of a bank holding company with another bank, or the acquisition by such a subsidiary of the assets of another bank, or the assumption of the deposit and other liabilities by such a subsidiary requires the prior written approval of the responsible Federal depository institution regulatory agency under the Bank Merger Act, based upon a consideration of statutory factors similar to those outlined above with respect to the BHCA. In addition, in certain cases an application to, and the prior approval of, the Commissioner under Michigan banking laws, may be required. With certain limited exceptions, the BHCA prohibits bank holding companies from acquiring direct or indirect ownership or control of voting shares or assets of any company other than a bank, unless the company involved is engaged solely in one or more activities which the Federal Reserve has determined to be closely related to banking or managing or controlling banks. The Economic Growth and Regulatory Paperwork Reduction Act of 1996 ("EGRPRA") streamlined the nonbanking activities application process for well capitalized and well managed bank holding companies. Capital Requirements. The Federal Reserve uses capital adequacy guidelines in its examination and regulation of bank holding companies. If capital falls below minimum guidelines, a bank holding company may, among other things, be denied approval to acquire or establish additional banks or non-bank businesses. The Federal Reserve's capital guidelines establish the following minimum regulatory capital requirements for bank holding companies: (i) a capital leverage requirement expressed as a percentage of total assets, (ii) a risk-based requirement expressed as a percentage of total risk-weighted assets, and (iii) a Tier 1 leverage requirement expressed as a percentage of total assets. The capital leverage requirement consists of a minimum ratio of total capital to total assets of 6%, with an expressed expectation that banking organizations generally should operate above such minimum level. The risk-based requirement consists of a minimum ratio of total capital to total risk-weighted assets of 8%, of which at least one-half must be Tier 1 capital (which consists principally of shareholders' equity). The Tier 1 leverage requirement consists of a minimum ratio of Tier 1 capital to total assets, less goodwill, of 3% for the most highly rated companies, with minimum requirements of 4% to 5% for all others. The risk-based and leverage standards presently used by the Federal Reserve are minimum requirements, and higher capital levels will be required if warranted by the particular circumstances or risk profiles of individual banking organizations. FDICIA requires the federal bank regulatory agencies biennially to review risk-based capital standards to ensure that they adequately address interest rate risk, concentration of credit risk and risks from non-traditional activities. In 1995, the Federal bank regulatory agencies have also adopted regulations requiring as part of the assessment of an institution's capital adequacy the consideration of identified concentrations of credit risks and the exposure of the institution to a decline in the value of its capital due to changes in interest rates. Dividends. Subsidiary banks are subject to statutory restrictions on their ability to pay dividends to a bank holding company. In its policy statement, the Federal Reserve expressed its view that a bank holding company experiencing earnings weaknesses should not pay cash dividends exceeding its net income or which could only be funded in ways that weakened the bank holding company's financial health. Additionally, the Federal Reserve possesses 4 6 enforcement powers over bank holding companies and their non-bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations. Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies. Similar ITEM 1. BUSINESS (Continued) enforcement powers over subsidiary banks are possessed by the FDIC. The "prompt corrective action" provisions of FDICIA impose further restrictions on the payment of dividends by insured banks which fail to meeting specified capital levels and, in some cases, impose similar restrictions on their parent bank holding companies. In addition to the restrictions on dividends imposed by the Federal Reserve, the Michigan Business Corporation Act provides that dividends may be legally declared or paid only if after the distribution a corporation can pay its debts as they come due in the usual course of business and its total assets equal or exceed the sum of its liabilities plus the amount that would be needed to satisfy the preferential rights upon dissolution of any holders of preferred stock whose preferential rights are superior to those receiving the distribution. The Registrant does not have any holders of its preferred stock. The Banks General. The Banks are Michigan banking corporations and their deposit accounts are principally insured by the Bank Insurance Fund ("BIF") of the FDIC. As BIF-insured Michigan chartered banks, the Banks are subject to the examination, supervision, reporting and enforcement requirements of the Commissioner, as the chartering authority for Michigan banks, and the FDIC, as administrator of the BIF. Deposit Insurance. As FDIC-insured institutions, banks are required to pay deposit insurance premium assessments to the FDIC. Pursuant to FDICIA, the FDIC adopted a risk-based assessment system under which all insured depository institutions are placed into one of nine categories and assessed insurance premiums, based upon their level of capital and supervisory evaluation. Institutions classified as well-capitalized and considered healthy pay the lowest premium while institutions that are less than adequately capitalized and considered of substantial supervisory concern pay the highest premium. The FDIC has established the schedule of BIF-insurance assessments, ranging from 0% of deposits for institutions in the highest category to .27% of deposits for institutions in the lowest category. Capital Requirements. FDICIA establishes five capital categories, and the federal depository institution regulators, as directed by FDICIA, have adopted, subject to certain exceptions, the following minimum requirements for each of such categories:
TOTAL TIER 1 RISK-BASED RISK-BASED CAPITAL RATIO CAPITAL RATIO LEVERAGE RATIO ------------- ------------- -------------- Well capitalized 10% or above 6% or above 5% or above Adequately capitalized 8% or above 4% or above 4% or above Undercapitalized Less than 8% Less than 4% Less than 4% Significantly undercapitalized Less than 6% Less than 3% Less than 3% Critically undercapitalized -- -- A ratio of tangible equity to total assets of 2% or less
At December 31, 1997, each of the Banks' ratios exceeded minimum requirements for the well-capitalized category. See note 16 to the 1997 consolidated financial statements. FDICIA requires the federal depository institution regulators to take prompt corrective action with respect of depository institutions that do not meet minimum capital requirements. The scope and degree of regulatory intervention is linked to the capital category to which a depository institution is assigned. A depository institution may be reclassified to a lower category than is indicated by its capital position if the appropriate federal depository institution regulatory agency determines the institution to be otherwise in an unsafe or unsound condition or to be engaged in an unsafe or unsound practice. 5 7 Commissioner Assessments. Michigan banks are required to pay supervisory fees to the Commissioner to fund the operations of the Michigan Financial Institutions Bureau. The amount of supervisory fees paid by a bank is based upon the bank's total assets, as reported to the Commissioner. ITEM 1. BUSINESS (Continued) FICO Assessments. Pursuant to federal legislation enacted September 30, 1996, the banks, as members of BIF, are subject to assessments to cover the payments on outstanding obligations of the financing corporation ("FICO"). FICO was created in 1987 to finance the recapitalization of the Federal Savings and Loan Insurance Corporation, the predecessor to the FDIC's Savings Association Insurance Fund (the "SAIF), which insures the deposits of thrift institutions. Until January 1, 2000, the FICO assessments made against BIF members may not exceed 20 percent of the amount of FICO assessments made against SAIF members. Currently, SAIF members pay FICO assessments at a rate equal to approximately 0.063 percent of deposits, while BIF members pay FICO assessments at a rate equal to approximately 0.013 percent of deposits. Between January 1, 2000, and the maturity of the outstanding FICO obligations in 2019, BIF members and SAIF members will share the cost of the interest on the FICO bonds on a pro rata basis. It is estimated that FICO assessments during this period will be less than 0.025 percent of deposits. Dividends. Under Michigan law, banks are restricted as to the maximum amount of dividends they may pay on their common stock. A Michigan state bank may not declare or pay a dividend unless the bank will have a surplus amounting to at least 20% of its capital after the payment of the dividend. FDICIA generally prohibits a depository institution from making any capital distribution or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized. The FDIC may also prevent an insured bank from paying dividends if the bank is in default of payment of any assessment due to the FDIC. Payment of dividends by a bank may be prevented by the applicable federal regulatory authority if such payment is determined, by reason of the financial condition of such bank, to be an unsafe and unsound banking practice. Insider Transactions. Banks are subject to certain restrictions imposed by the Federal Reserve Act on "covered transactions" with the Registrant or its subsidiaries. Certain limitations and reporting requirements are also placed on extensions of credit by banks to their directors and officers, to directors and officers of bank holding company's and their subsidiaries, to principal shareholders of the Registrant, and to "related interests" of such directors, officers and principal shareholders. Safety and Soundness Standards. Pursuant to FDICIA the FDIC adopted guidelines to establish operational and managerial standards to promote the safety and soundness of federally insured depository institutions. The guidelines establish standards for internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, and compensation, fees and benefits. The guidelines prescribe the goals to be achieved in each area, and each institution is responsible for establishing its own procedures to achieve those goals. If an institution fails to comply with any of the standards set forth in the guidelines, the institution's primary federal regulator may require the institution to submit a plan for achieving and maintaining compliance. State Bank Activities. Under FDICIA, as implemented by final regulations adopted by the FDIC, FDIC-insured state banks are prohibited, subject to certain exceptions, from making or retaining equity investments of a type, or in an amount, that are not permissible for a national bank. FDICIA, as implemented by FDIC regulations, also prohibits FDIC-insured state banks and their subsidiaries, subject to certain exceptions, from engaging as a principal in any activity that is not permitted for a national bank or its subsidiary, respectively, unless the bank meets, and continues to meet, its minimum regulatory capital requirements and the FDIC determines the activity would not pose a significant risk to the deposit insurance fund of which the bank is a member. Impermissible investments and activities must be otherwise divested or discontinued within certain time frames set by the FDIC in accordance with FDICIA. Consumer Banking. The Banks' business includes making a variety of types of loans to individuals. In making these loans, the Banks are subject to State usury and regulatory laws and to various Federal statutes, such as the Equal Credit Opportunity Act, Fair Credit Reporting Act, Truth in Lending Act, Real Estate Settlement Procedures Act, and Home Mortgage Disclosure Act, and the regulations promulgated thereunder. In receiving deposits, the Banks 6 8 are subject to extensive regulation under state and federal law and regulations, including the Truth in Savings Act, the Expedited Funds Availability Act, the Bank Secrecy Act, the Electronic Funds Transfer Act, and the Federal Deposit Insurance Act. Violation of these laws could result in the imposition of significant damages and fines upon the Banks and their respective directors and officers. ITEM 1. BUSINESS (Continued) Other. The Riegle-Neal Act allows bank holding companies to acquire banks located in any state in the United States without regard to geographic restrictions or reciprocity requirements imposed by state law, but subject to certain conditions, including limitations on the aggregate amount of deposits that may be held by the acquiring holding company and all of its insured depository institution affiliates. The Riegle-Neal Act also allows banks to establish interstate branch networks through acquisitions of other banks, subject to certain conditions that include limitations on the aggregate amount of deposits that may be held by the surviving bank and all of its insured depository institution affiliates. The establishment of de novo interstate branches or the acquisition of individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) is allowed by the Riegle-Neal Act only if specifically authorized by state law. The legislation allowed individual states to "opt-out" of certain provisions of the Riegle-Neal Act if appropriate legislation was enacted prior to June 1, 1997. Michigan did not opt out of the Riegle-Neal Act, and now permits both U.S. and non-U.S. banks to establish branch offices in Michigan. The Michigan Banking Code permits, in appropriate circumstances and with the approval of the Commissioner, (i) the acquisition of all or substantially all of the assets of a Michigan-chartered bank by an FDIC-insured bank, savings bank, or savings and loan association located in another state, (ii) the acquisition by a Michigan-chartered bank of all or substantially all of the assets of an FDIC-insured bank, savings bank or savings and loan association located in another state, (iii) the consolidation of one or more Michigan-chartered banks and FDIC-insured banks, savings banks or savings and loan associations located in other states having laws permitting such consolidation, with the resulting organization chartered by Michigan, (iv) the establishment by a foreign bank, which has not previously designated any other state as its home state under the International Banking Act of 1978, of branches located in Michigan, and (v) the establishment or acquisition of branches in Michigan by FDIC-insured banks located in other states, the District of Columbia or U.S. territories or protectorates having laws permitting Michigan-chartered banks to establish branches in such jurisdiction. Further, the Michigan Banking Code permits, upon written notice to the Commissioner, (i) the acquisition by a Michigan-chartered bank of one or more branches (not comprising all or substantially all of the assets) of an FDIC-insured bank, savings bank or savings and loan association located in another state, the District of Columbia, or a U.S. territory or protectorate, (ii) the establishment by Michigan-chartered banks of branches located in other states, the District of Columbia, or U.S. territories or protectorates, and (iii) the consolidation of one or more Michigan-chartered banks and FDIC-insured banks, savings banks or savings and loan associations located in other states, with the resulting organization chartered by one of such other states. In addition to the authorization of interstate banking discussed above, Michigan law permits banks to consolidate on a state-wide basis and to operate the offices of merged banks as branches of a surviving bank. Also, with the written approval of the Commissioner, banks may relocate their main office to any location in the state, establish and operate branch banks anywhere in the state and contract with other banks to act as branches thereof. To better serve their customers, the Banks have entered into an interbank branching agreements, whereby each of the Banks may act as a branch of the other three banks. 7 9 ITEM 1. BUSINESS -- STATISTICAL DISCLOSURE I. (A) DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; (B) INTEREST RATES AND INTEREST DIFFERENTIAL The following table sets forth average balances for major categories of interest earning assets and interest bearing liabilities, the interest earned (on a tax equivalent basis) or paid on such amounts, and the average interest rates earned or paid thereon for each of the years ended December 31,:
1997 1996 1995 ------------------------- ------------------------------- -------------------------------- Average Yield/ Average Yield/ Average Yield/ ASSETS Balance Interest Rate Balance Interest Rate Balance Interest Rate - ------ ------- -------- ---- ------- -------- ---- ------- -------- ---- (dollars in thousands) Loans--all domestic $689,166 $65,478 9.50% $510,434 $49,478 9.69% $382,644 $37,654 9.84% Securities Taxable 115,046 7,922 6.89 100,945 6,710 6.65 93,064 5,919 6.36 Tax-exempt 52,139 4,423 8.48 39,393 3,433 8.72 31,516 2,914 9.25 Other investments 13,145 999 7.60 13,946 971 6.96 6,153 421 6.84 -------- ------- -------- ------- -------- ------- Interest earning 869,496 78,822 9.07 664,718 60,592 9.12 513,377 46,908 9.14 assets -------- -------- ---- Cash and due from banks 26,251 21,573 16,091 Other assets, net 41,395 21,038 14,115 -------- -------- -------- Total assets $937,142 $707,329 $543,583 ======== ======== ======== LIABILITIES Savings and NOW $331,959 8,480 2.55 $250,977 6,116 2.44 $217,721 5,515 2.53 Time deposits 263,046 14,134 5.37 187,117 10,022 5.36 141,292 6,955 4.92 Long-term debt 8,245 602 7.30 4,875 335 6.87 Other borrowings 187,519 11,559 6.16 144,703 8,340 5.76 89,048 5,430 6.10 -------- ------- -------- ------- -------- ------- Interest bearing liabilities 790,769 34,775 4.40 587,672 24,813 4.22 448,061 17,900 4.00 ------- ------- ------- Demand deposits 81,191 61,161 46,539 Other liabilities 9,444 8,597 5,296 Shareholders' equity 55,738 49,899 43,687 -------- -------- -------- Total liabilities and shareholders' equity $937,142 $707,329 $543,583 ======== ======== ======== Net interest income $44,047 $35,779 $29,008 ======= ======= ======= Net interest income as a percent of earning assets 5.07% 5.38% 5.65% ==== ==== ====
(1) Average loans outstanding includes the daily average balance of non-performing loans. Interest on loans does not include additional interest of approximately $252,000, $183,000 and $199,000 for 1997, 1996 and 1995, respectively, which would have been accrued based on the original terms of such non-performing loans compared with the interest that was actually recorded. Interest income on loans includes net origination fees of $4,001,000 in 1997, $3,331,000 in 1996 and $2,702,000 in 1995. (2) Interest on tax-exempt securities has been adjusted to reflect preferential taxation. The adjustment assumes a marginal tax rate of 35% in 1997 and 34% in 1996 and 1995. For purposes of this analysis, tax-exempt loans are included in tax-exempt securities. 8 10 ITEM 1. BUSINESS -- STATISTICAL DISCLOSURE (Continued) I. (C) INTEREST RATES AND DIFFERENTIAL The following table summarizes the changes in interest income (on a tax equivalent basis) and interest expense resulting from changes in volume and changes in rates:
1997 Compared to 1996 1996 Compared to 1995 ---------------------------------- ---------------------------------- Volume Rate Net Volume Rate Net ------ ---- --- ------ ---- --- (in thousands) Increase (decrease) in interest income (1) Loans--all domestic $ 17,000 $ (1,000) $ 16,000 $ 12,395 $ (571) $ 11,824 Taxable securities 964 248 1,212 516 275 791 Tax-exempt securities (2) 1,083 (93) 990 695 (176) 519 Other investments (58) 86 28 542 8 550 -------- -------- -------- -------- -------- -------- Total interest income 18,989 (759) 18,230 14,148 (464) 13,684 -------- -------- -------- -------- -------- -------- Increase (decrease) in interest expense (1) Savings and NOW 2,056 308 2,364 817 (216) 601 Time deposits 4,080 32 4,112 2,412 655 3,067 Long-term debt 245 22 267 335 335 Other borrowings 2,607 612 3,219 3,223 (313) 2,910 -------- -------- -------- -------- -------- -------- Total interest expense 8,988 974 9,962 6,787 126 6,913 -------- -------- -------- -------- -------- -------- Net interest income $ 10,001 $ (1,733) $ 8,268 $ 7,361 $ (590) $ 6,771 ======== ======== ======== ======== ======== ========
(1) The change in interest due to both volume and rate has been allocated to volume or rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. (2) Interest on tax-exempt securities has been adjusted to reflect preferential taxation. The adjustment assumes a marginal tax rate of 35% in 1997 and 34% in 1996 and 1995. II. INVESTMENT PORTFOLIO (A) The following table sets forth the book value of securities at December 31:
1997 1996 1995 --------- -------- -------- (in thousands) Held to maturity U.S. Government agencies $ 997 $ 1,484 $ 2,559 States and political subdivisions 18,353 21,192 20,142 Mortgage-backed securities 2,785 3,688 4,487 Other securities 390 390 718 -------- -------- ------- Total $ 22,525 $ 26,754 $27,906 ======== ======== ======= Available for sale U.S. Treasury $ 7,105 $ 27,722 $23,272 U.S. Government agencies 15,492 21,159 6,623 States and political subdivisions 26,849 21,854 9,290 Mortgage-backed securities 53,147 57,528 37,722 Other securities 8,176 8,589 10,646 -------- -------- ------- Total $110,769 $136,852 $87,553 ======== ======== =======
9 11 ITEM 1. BUSINESS -- STATISTICAL DISCLOSURE (Continued) II. INVESTMENT PORTFOLIO (Continued) (B) The following table sets forth contractual maturities of securities at December 31, 1997 and the weighted average yield of such securities:
Maturing Maturing Maturing After One After Five Maturing Within But Within But Within After One Year Five Years Ten Years Ten Years ------------------- ------------------ ------------------- ------------------- Amount Yield Amount Yield Amount Yield Amount Yield ------ ----- ------ ----- ------ ----- ------ ----- (dollars in thousands) Held to maturity U.S. Government agencies $ 997 7.53% States and political subdivisions $1,466 8.63% $12,139 9.45% $3,811 9.57% 937 9.09 Mortgage-backed securities -- guaranteed or issued by U.S. Government agencies 469 7.29 1,886 7.45 430 8.83 Other securities 200 5.45 190 6.50 ------ ------- ------ ------ Total $2,135 7.95% $14,215 9.01% $4,241 9.35% $1,934 8.20% ====== ======= ====== ====== Tax equivalent adjustment for calculations of yield $44 $402 $128 $30 === ==== ==== === Available for sale U.S. Treasury $ 7,105 6.27% U.S. Government agencies 1,000 6.00 $14,492 6.59% States and political subdivisions $1,433 8.20% 7,044 9.40 10,008 8.66 $ 8,364 8.26% Mortgage backed securities Guaranteed or issued by U.S. Government agencies 1,944 7.57 34,765 7.17 2,717 6.90 8,337 7.18 Other mortgage-backed securities 722 7.61 4,662 6.75 Other securities 5,201 6.68 2,975 6.88 ------ ------- ------- ------- Total $4,099 7.75% $59,777 7.21% $27,217 7.33% $19,676 7.54% ====== ======= ======= ======= Tax equivalent adjustment for calculations of yield $41 $232 $303 $242 === ==== ==== ====
The rates set forth in the tables above for obligations of state and political subdivisions have been restated on a tax equivalent basis assuming a marginal tax rate of 35% in 1997 and 34% in 1996 and 1995. The amount of the adjustment is as follows:
Tax-Exempt Rate on Tax Held to maturity Rate Adjustment Equivalent Basis - ----------------- ----------- ---------- ---------------- Under 1 year 5.61% 3.02% 8.63% 1-5 years 6.14 3.31 9.45 5-10 years 6.22 3.35 9.57 After 10 years 5.91 3.18 9.09 Available for sale Under 1 year 5.33% 2.87% 8.20% 1-5 years 6.11 3.29 9.40 5-10 years 5.63 3.03 8.66 After 10 years 5.37 2.89 8.26
10 12 ITEM 1. BUSINESS -- STATISTICAL DISCLOSURE (Continued) III. LOAN PORTFOLIO (A) The following table sets forth loans outstanding at December 31:
1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- (in thousands) Loans held for sale $ 21,754 $ 11,583 $ 16,047 $ 5,933 $ 6,376 Real estate mortgage 416,689 331,150 225,900 166,794 136,579 Commercial and agricultural 199,098 164,304 108,879 103,984 91,655 Installment 128,391 114,250 83,265 65,947 54,033 -------- -------- -------- -------- -------- Total Loans $765,932 $621,287 $434,091 $342,658 $288,643 ======== ======== ======== ======== ========
The loan portfolio is periodically and systematically reviewed and the results of these reviews are reported to the Boards of Directors of the Registrant and the Banks. The purpose of these reviews is to assist in assuring proper loan documentation, to provide for the early identification of potential problem loans (which enhances collection prospects) and to evaluate the adequacy of the allowance for loan losses. (B) The following table sets forth scheduled loan repayments (excluding 1-4 family residential mortgages and installment loans) at December 31, 1997:
Due Due After One Due Within But Within After One Year Five Years Five Years Total -------- ---------- ---------- ----- (in thousands) Real estate mortgage $ 13,977 $ 27,932 $ 37,109 $ 79,018 Commercial and agricultural 95,574 88,305 15,219 199,098 -------- -------- -------- -------- Total $109,551 $116,237 $ 52,328 $278,116 ======== ======== ======== ========
The following table sets forth loans due after one year which have predetermined (fixed) interest rates and/or adjustable (variable) interest rates at December 31, 1997:
Fixed Variable Rate Rate Total -------- -------- ------ (in thousands) Due after one but within five years $ 96,758 $19,479 $116,237 Due after five years 37,855 14,473 52,328 -------- ------- -------- Total $134,613 $33,952 $168,565 ======== ======= ========
11 13 ITEM 1. BUSINESS -- STATISTICAL DISCLOSURE (Continued) III. LOAN PORTFOLIO (Continued) (C) The following table sets forth non-performing loans at December 31:
1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- (in thousands) (a) Loans accounted for on a non-accrual basis (1, 2) $3,298 $1,711 $1,886 $2,052 $1,707 (b) Aggregate amount of loans ninety days or more past due (excludes loans in (a) above) 1,904 1,994 427 254 408 (c) Loans not included above which are "troubled debt restructurings" as defined in Statement of Financial Accounting Standards No. 15 (2) 184 197 247 528 1,098 ------ ------ ------ ------ ------ Total non-performing loans $5,386 $3,902 $2,560 $2,834 $3,213 ====== ====== ====== ====== ======
(1) The accrual of interest income is discontinued when a loan becomes 90 days past due and/or the borrower's capacity to repay the loan and collateral values appear insufficient. Non-accrual loans may be restored to accrual status when interest and principal payments are current and the loan appears otherwise collectible. (2) Interest in the amount of $442,000 would have been earned in 1997 had loans in categories (a) and (c) remained at their original terms, however, only $190,000 was included in interest income for the year with respect to these loans. Other loans of concern identified by the loan review department which are not included as non-performing totaled approximately $1,000,000 at December 31, 1997. These loans involve circumstances which have caused management to place increased scrutiny on the credits and may, in some instances, represent an increased risk of loss to the Banks. At December 31, 1997, there was no concentration of loans exceeding 10% of total loans which is not already disclosed as a category of loans in this section "Loan Portfolio" (Item III(A)). There were no other interest bearing assets at December 31, 1997, that would be required to be disclosed above (Item III(C)), if such assets were loans. There were no foreign loans outstanding at December 31, 1997. 12 14 ITEM 1. BUSINESS -- STATISTICAL DISCLOSURE (Continued) IV. SUMMARY OF LOAN LOSS EXPERIENCE (A) The following table sets forth loan balances and summarizes the changes in the allowance for loan losses for each of the years ended December 31:
1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- (dollars in thousands) Loans outstanding at the end of the year (net of unearned fees) $765,932 $621,287 $434,091 $342,658 $288,643 ======== ======== ======== ======== ======== Average loans outstanding for the year (net of unearned fees) $689,166 $510,434 $382,644 $294,968 $259,334 ======== ======== ======== ======== ======== Balance of allowance for loan losses at beginning of year $6,960 $5,243 $5,054 $5,053 $4,023 ------ ------ ------ ------ ------ Loans charged-off Real estate 78 24 24 14 38 Commercial and agricultural 262 66 113 311 306 Installment 1,285 1,046 575 546 370 ----- ------ ------ ------ ------ Total loans charged-off 1,625 1,136 712 871 714 ----- ------ ------ ------ ------ Recoveries of loans previously charged-off Real estate 1 8 28 6 11 Commercial and agricultural 149 138 115 151 156 Installment 435 294 122 242 164 --- ------ ------ --- ------ Total recoveries 585 440 265 399 331 --- ------ ------ --- ------ Net loans charged-off 1,040 696 447 472 383 Additions to allowance charged to operating expense 1,750 1,233 636 473 657 Allowance on loans acquired 1,180 756 ------ ------ ------ ------ ------ Balance at end of year $7,670 $6,960 $5,243 $5,054 $5,053 ====== ====== ====== ====== ====== Net loans charged-off as a percent of average loans outstanding for the year 0.15% 0.14% 0.12% 0.16% 0.15% Allowance for loan losses as a percent of loans outstanding at the end of the year 1.00 1.12 1.21 1.48 1.75
The allowance for loan losses reflected above is a valuation allowance in its entirety and the only allowance available to absorb future loan losses. Further discussion of the provision and allowance for loan losses as well as non-performing loans is presented in Management's Discussion and Analysis of Financial Condition and Results of Operations, incorporated herein by reference in Item 7, Part II of this report. 13 15 ITEM 1. BUSINESS -- STATISTICAL DISCLOSURE (Continued) IV. SUMMARY OF LOAN LOSS EXPERIENCE (Continued) (B) The Banks have allocated the allowance for loan losses to provide for the possibility of losses being incurred within the categories of loans set forth in the table below. The amount of the allowance that is allocated and the ratio of loans within each category to total loans at December 31 follows:
1997 1996 1995 ---- ---- ---- Percent Percent Percent Allowance of Loans to Allowance of Loans to Allowance of Loans to Amount Total Loans Amount Total Loans Amount Total Loans -------------- ------------- -------------- ------------- -------------- ------------- (dollars in thousands) Commercial and agricultural $2,200 26.4% $2,176 26.4% $1,612 25.8% Real estate mortgage 322 56.8 257 55.2 162 55.0 Installment 892 16.8 834 18.4 597 19.2 Unallocated 4,256 3,693 2,872 ------ ----- ------ ----- ------ ----- Total $7,670 100.0% $6,960 100.0% $5,243 100.0% ====== ===== ====== ===== ====== ===== 1994 1993 ---- ---- Percent Percent Allowance of Loans to Allowance of Loans to Amount Total Loans Amount Total Loans -------------- ------------- -------------- ------------- (dollars in thousands) Commercial and agricultural $1,655 30.3% $2,222 31.8% Real estate mortgage 177 50.4 270 49.5 Installment 474 19.3 464 18.7 Unallocated 2,748 2,097 ----- ----- ------ ----- Total $5,054 100.0% $5,053 100.0% ====== ===== ====== =====
V. DEPOSITS The following table sets forth average deposit balances and the weighted-average rates paid thereon for the years ended December 31:
1997 1996 1995 ---- ---- ---- Average Average Average Balance Rate Balance Rate Balance Rate ------- ---- ------- ---- ------- ---- (dollars in thousands) Non-interest bearing demand $ 81,191 $ 61,161 $ 46,539 Savings and NOW 331,959 2.55% 250,977 2.44% 217,721 2.53% Time deposits 263,046 5.37 187,117 5.36 141,292 4.92 -------- -------- -------- Total $676,196 3.34% $499,255 3.23% $405,552 3.08% ======== ======== ========
The following table summarizes time deposits in amounts of $100,000 or more by time remaining until maturity as of December 31, 1997:
(in thousands) Three months or less $24,375 Over three through six months 5,267 Over six months through one year 14,026 Over one year 8,937 ------- Total $52,605 =======
14 16 ITEM 1. BUSINESS -- STATISTICAL DISCLOSURE (Continued) VI. RETURN ON EQUITY AND ASSETS The ratio of net income to average shareholders' equity and to average total assets, and certain other ratios, for the years ended December 31 follow:
1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- Net income as a percent of Average common equity 16.01% 15.74% 15.59% 15.22% 15.21% Average total assets 0.95 1.11 1.25 1.25 1.33 Dividends declared per share as a percent of net income per share 36.79 36.76 37.20 34.78 25.58 Average shareholders' equity as a percent of average total assets 5.95 7.05 8.04 8.22 8.72
Additional performance ratios are set forth in Selected Consolidated Financial Data, incorporated herein by reference in Item 6, Part II of this report. Any significant changes in the current trend of the above ratios are reviewed in Management's Discussion and Analysis of Financial Condition and Results of Operations, incorporated herein by reference in Item 7, Part II of this report. VII. SHORT-TERM BORROWINGS Short-term borrowings are discussed in note 8 to the consolidated financial statements incorporated herein by reference in Item 8, Part II of this report. 15 17 ITEM 2. PROPERTIES The Registrant and the Banks operate a total of 69 facilities in Michigan. The individual properties are not materially significant to the Registrants' or the Banks' business or to the consolidated financial statements. With the exception of the potential remodeling of certain facilities to provide for the efficient use of work space or to maintain an appropriate appearance, each property is considered reasonably adequate for current and anticipated needs. ITEM 3. LEGAL PROCEEDINGS Due to the nature of their business, the Banks are often subject to numerous legal actions. These legal actions, whether pending or threatened, arise through the normal course of business and are not considered unusual or material. Currently, no material legal procedures are pending which involve the Registrant or the Banks. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. 16 18 ADDITIONAL ITEM - EXECUTIVE OFFICERS Executive officers of the Registrant are appointed annually by the Board of Directors at the meeting of Directors following the Annual Meeting of Shareholders. There are no family relationships among these officers and/or the Directors of the Registrant nor any arrangement or understanding between any officer and any other person pursuant to which the officer was elected. The following sets forth certain information with respect to the Registrant's executive officers and certain key officers of its subsidiaries (included for information purposes only) as of December 31, 1997. First elected as an officer of Name (Age) Position with Registrant the registrant - ---------- ------------------------ -------------- Charles C. Van Loan (50) President, Chief Executive December, 1984 Officer and Director William R. Kohls (40) Executive Vice President and May, 1985 Chief Financial Officer Jeffrey A. Bratsburg (54) President and Chief Executive 1985 Officer - Independent Bank West Michigan Edward B. Swanson (44) President and Chief Executive 1989 Officer - Independent Bank South Michigan Michael M. Magee, Jr. (42) President and Chief Executive 1993 Officer - Independent Bank Ronald L. Long (38) President and Chief Executive 1993 Officer - Independent Bank East Michigan Prior to being named President and Chief Executive Officer in 1993, Mr. Magee was Executive Vice President of Independent Bank. Prior to being named President and Chief Executive Officer in 1993, Mr. Long was Vice President and Controller of the Registrant. The President and Chief Executive Officer of each of the Registrant's subsidiary banks serve as members of various committees of the Registrant. 17 19 PART II. ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The information set forth under the caption "Quarterly Summary " on Page A-32 of the Appendix to the Registrant's definitive proxy statement, dated March 13, 1998, relating to the April 21, 1998 Annual Meeting of Shareholders (as filed with the commission and as filed as exhibit 13 to this report on Form 10-K) is incorporated herein by reference. ITEM 6. SELECTED FINANCIAL DATA The information set forth under the caption "Selected Consolidated Financial Data" on Page A-12 of the Appendix to the Registrant's definitive proxy statement, dated March 13, 1998, relating to the April 21, 1998 Annual Meeting of Shareholders (as filed with the commission and as filed as exhibit 13 to this report on Form 10-K) is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information set forth under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages A-2 through A-10 of the Appendix to the Registrant's definitive proxy statement, dated March 13, 1998, relating to the April 21, 1998 Annual Meeting of Shareholders (as filed with the commission and as filed as exhibit 13 to this report on Form 10-K) is incorporated herein by reference. ITEM 7a. Quantitative and Qualitative Disclosures About Market Risk. Asset/liability management. As a financial intermediary, the Registrant must manage interest rate risk created by differences in the pricing characteristics of the Banks' assets and funding sources. Options embedded in certain financial instruments, including caps on adjustable-rate loans as well as borrowers' rights to prepay fixed rate loans also entail interest rate risk. The asset/liability management efforts of the Registrant and the Banks are intended to identify and evaluate opportunities to structure the balance sheet in a manner that is consistent with Management's mission to maintain profitable financial leverage within established risk parameters. Management employs simulation analyses to monitor the Banks' risk profiles and assess potential changes in the Banks' net interest income and market value of portfolio equity that may result from changes in interest rates. Such analyses further incorporate assumptions relating to changes in the prepayment rates of certain assets and liabilities. The magnitude of changes in net interest income and the market value of portfolio equity under various levels of parallel market interest rate changes is monitored by the asset/liability committees of the Registrant and the Banks. During the year ended December 31, 1997, the changes in net interest income and the market value of portfolio equity associated with such changes in interest rates were within the policy limits established by the Banks. Derivative financial instruments may be employed to reduce the cost of alternate funding sources while managing the Banks' exposure to changes in interest rates. Interest rate caps, with a notional amount of $28,000,000, establish a maximum cost of 6.97% on the associated short-term and variable rate borrowings, while allowing borrowing costs to decline if market rates decrease. Interest rate collars, with a notional amount of $10,000,000, establish a maximum cost of 6.42% and a minimum rate of 5.71% on the associated short-term and variable rate borrowings. Management's evaluation of various opportunities and alternate balance sheet strategies carefully consider the likely impact on the Banks' risk profile as well as the anticipated contribution to earnings. The marginal cost of alternate funds is a principal consideration in the implementation of the Banks' balance sheet management strategies, but such evaluations further consider interest rate and liquidity risk as well as other relevant factors. 18 20 PART II. Management has determined that the retention of 15- and 30-year fixed rate mortgages is generally inconsistent with its goal to maintain profitable leverage or the Banks' interest-rate risk profiles. Accordingly, the majority of such loans are sold to mitigate exposure to changes in interest rates. Generally, adjustable-rate and balloon real estate mortgage loans may be profitable funded within established risk parameters and retention of such loans has been a principal focus of the Banks' balance sheet management strategies. The following table sets forth pricing characteristics of financial instruments at December 31, 1997.
YEARS FAIR 1 2 3 4 5 5+ TOTAL VALUE YIELD -------------------------------------------------------------------------------------------------- ASSETS(1,2) (dollars in thousands Loans and loans held for sale $397,809 $ 94,224 $82,741 $69,101 $26,313 $ 95,744 $765,932 $775,400 8.94% Taxable securities 26,785 19,289 10,082 7,248 1,246 35,931 100,581 100,600 6.90 Tax-exempt securities 2,338 6,382 6,068 2,638 2,259 25,517 45,202 46,000 8.67 -------- -------- ------- ------- ------- -------- -------- Interest earning assets 426,932 119,895 98,891 78,987 29,818 157,192 911,715 -------- -------- ------- ------- ------- -------- Non-interest earning assets 72,102 -------- Total assets $983,817 ======== LIABILITIES AND SHARHOLDERS' EQUITY Demand, savings and NOW(3) 143,244 32,890 32,448 32,070 32,004 155,484 $428,140 $428,100 2.03% Time deposits 176,794 58,117 18,430 8,519 5,001 5,479 272,340 274,000 5.47 Other borrowings 158,231 26,059 10,895 17,250 212,435 214,400 6.17 -------- -------- ------- ------- ------- -------- -------- Total deposits and other borrowings 478,269 117,066 61,773 40,589 37,005 178,213 912,915 -------- -------- ------- ------- ------- -------- Shareholders' equity and other liabilities 70,902 Total liabilities and -------- shareholders' equity $983,817 ======== Caps and collars (38,000) 24,000 6,000 6,000 2,000 RATE SENSITIVITY GAP AND RATIOS Gap for period $(13,337) $(21,171) $31,118 $32,398 $(9,187) $(21,021) ======== ======== ======= ======= ======= ======== Cumulative gap $(13,337) $(34,508) $(3,390) $29,008 $19,821 $ (1,200) ======== ======== ======= ======= ======= ======== Ratio of rate-sensitive assets to rate-sensitive liabilities for period 97.0% 85.0% 145.9% 169.5% 76.0% 88.2% Cumulative ratio of rate- sensitive assets to rate- sensitive liabilities 97.0 94.1 99.5 104.2 106.0 99.9
(1) The information presented is a static analysis that does not consider potential changes in pricing characteristics given changes in interest rates and other influences that are beyond the control of the Registrant. As a result, certain assets and liabilities may mature or reprice in other periods or at different volumes. (2) The analysis incorporates Management's assumptions for prepayments on installment and real estate mortgage loans as well as mortgage-backed securities. (3) Non-maturity deposit repricing assumptions consider the estimated life of the account along with Management's ability to set interest rates. 19 21 PART II. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The following consolidated financial statements of the Registrant and the independent auditor's report are set forth on pages A-13 through A-31 of the Appendix to the Registrant's definitive proxy statement, dated March 13, 1998, relating to the April 21, 1998 Annual Meeting of Shareholders (as filed with the commission and as filed as exhibit 13 to this report on Form 10-K) is incorporated herein by reference. Consolidated Statements of Financial Condition at December 31, 1997 and 1996 Consolidated Statements of Operations for the years ended December 31, 1997, 1996 and 1995 Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995 Consolidated Statements of Shareholders' Equity for the years ended December 31, 1997, 1996 and 1995 Notes to Consolidated Financial Statements Independent Auditor's Report The supplementary data required by this item set forth under the caption "Quarterly Financial Data" on page A-32 of the Appendix to the Registrant's definitive proxy statement, dated March 13, 1998, relating to the April 21, 1998 Annual Meeting of Shareholders (as filed with the commission and as filed as exhibit 13 to this report on Form 10-K) is incorporated herein by reference. The portions of the Appendix to the Registrant's definitive proxy statement, dated March 13, 1998, relating to the April 21, 1998 Annual Meeting of Shareholders (as filed with the commission and as filed as exhibit 13 to this report on Form 10-K) which are not specifically incorporated by reference as part of this Form 10-K are not deemed to be a part of this report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None PART III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT DIRECTORS - The information with respect to Directors of the Registrant, set forth under the caption "Election of Directors" on pages 2 through 4 of the Registrant's definitive proxy statement, dated March 13, 1998, relating to the April 21, 1998 Annual Meeting of Shareholders (as filed with the commission) is incorporated herein by reference. EXECUTIVE OFFICERS - Reference is made to additional item under Part I of this report on Form 10-K. 20 22 PART III. ITEM 11. EXECUTIVE COMPENSATION The information set forth under the captions "Summary Compensation Table", "Option Grants in 1997" and "Aggregated Stock Option Exercises in 1997 and Year End Option Values" on pages 8 through 9 of the Registrant's definitive proxy statement, dated March 13, 1998, relating to the April 21, 1998 Annual Meeting of Shareholders (as filed with the commission) is incorporated herein by reference. Information under the caption "Committee Report on Executive Compensation" on pages 6 through 7 of the definitive proxy statement is not incorporated by reference herein and is not deemed to be filed with the Securities and Exchange Commission. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information set forth under the captions "Voting Securities and Record Date", "Election of Directors" and "Securities Ownership of Management" on pages 1, 2 and 8, respectively, of the Registrant's definitive proxy statement, dated March 13, 1998, relating to the April 21, 1998 Annual Meeting of Shareholders (as filed with the commission) is incorporated herein by reference. Information under the captions "Shareholder Return Performance Graph" and "Committee Report on Executive Compensation" on pages 5 through 7 of the definitive proxy statement is not incorporated by reference herein and is not deemed to be filed with the Securities and Exchange Commission. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information set forth under the caption "Transactions Involving Management" on page 10 of the Registrant's definitive proxy statement, dated March 13, 1998, relating to the April 21, 1998 Annual Meeting of Shareholders (as filed with the commission) is incorporated herein by reference. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) 1. Financial Statements All financial statements of the Registrant are incorporated herein by reference as set forth in the Appendix to the Registrant's definitive proxy statement, dated March 13, 1998, relating to the April 21, 1998 Annual Meeting of Shareholders (filed as exhibit 13 to this report on Form 10-K.) 2. Financial Statement Schedules Not applicable 3. Exhibits (Numbered in accordance with Item 601 of Regulation S-K) The Exhibit Index is located on the final page of this report on Form 10-K. (b) Reports on Form 8-K No reports on Form 8-K were filed during the fourth quarter of the year ended December 31, 1997. 21 23 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, dated March 17, 1998. INDEPENDENT BANK CORPORATION s/Charles C. Van Loan Charles C. Van Loan, President and Chief Executive -------------------------- Officer (Principal Executive Officer) s/William R. Kohls William R. Kohls, Executive Vice President and -------------------------- Chief Financial Officer (Principal Financial Officer) s/James J. Twarozynski James J. Twarozynski, Vice President and Controller -------------------------- (Principal Accounting 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. Each director of the Registrant, who's signature appears below hereby appoints Charles C. Van Loan and William R. Kohls and each of them severally, as his attorney-in-fact, to sign in his name and on his behalf, as a director of the Registrant, and to file with the Commission any and all Amendments to this Report on Form 10-K. Keith E. Bazaire, Director s/Keith E. Bazaire ---------------------- Terry L. Haske, Director s/Terry L. Haske ---------------------- Thomas F. Kohn, Director s/Thomas F. Kohn ---------------------- Robert J. Leppink, Director s/Robert J. Leppink ---------------------- Charles A. Palmer, Director s/Charles A. Palmer ---------------------- Charles C. Van Loan, Director s/Charles C. Van Loan ---------------------- Arch V. Wright, Jr., Director s/Arch V. Wright, Jr. ---------------------- 22 24 EXHIBIT INDEX Exhibit number and description EXHIBITS FILED HEREWITH 13 Appendix to the Registrant's definitive proxy statement, dated March 13, 1998, relating to the April 21, 1998 Annual Meeting of Shareholders. This appendix was filed with the Commission as part of the Company's proxy statement and was delivered to the Company's shareholders in compliance with Rule 14(a)-3 of the Securities Exchange Act of 1934, as amended. 21 List of Subsidiaries. 23 Consent of Independent Accountants 24 Power of Attorney (Included on page 22). 27 Financial Data Schedule EXHIBITS INCORPORATED BY REFERENCE 3.1 Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3(i) to the Registrant's report on Form 10-Q for the quarter ended June 30, 1994). 3.2 Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3(ii) to the Registrant's report on Form 10-Q for the quarter ended June 30, 1994). 4 Automatic Dividend Reinvestment and Stock Purchase Plan, as amended (incorporated herein by reference to the Registrant's Form S-3 Registration Statement dated June 13, 1994, filed under Registration No. 33-80088). 4.1 Form of Indenture, dated as of December 17, 1996 (incorporated herein by reference to the Registrant's Form S-2 Registration Statement dated December 6, 1996, filed under Registration No. 33-14507) . 4.2 Form of Subordinated Debenture (included as an exhibit to Exhibit 4.1), (incorporated herein by reference to the Registrant's Form S-2 Registration Statement dated December 6, 1996, filed under Registration No. 33- 14507). 4.3 Certificate of Trust of IBC Capital Finance (incorporated herein by reference to the Registrant's Form S- 2 Registration Statement dated December 6, 1996, filed under Registration No. 33-14507). 4.4 Trust Agreement of IBC Capital Finance dated as of November 7, 1996 (incorporated herein by reference to the Registrant's Form S-2 Registration Statement dated December 6, 1996, filed under Registration No. 33-14507). 4.5 Form of Amended and Restated Trust Agreement of IBC Capital Finance dated as of December 17, 1996 (incorporated herein by reference to the Registrant's Form S-2 Registration Statement dated December 6, 1996, filed under Registration No. 33-14507). 4.6 Form of Preferred Security Certificate of IBC Capital Finance (included as an exhibit to Exhibit 4.5.), (incorporated herein by reference to the Registrant's Form S-2 Registration Statement dated December 6, 1996, filed under Registration No. 33-14507). 4.7 Form of Preferred Securities Guarantee Agreement for IBC Capital Finance (incorporated herein by reference to the Registrant's Form S-2 Registration Statement dated December 6, 1996, filed under Registration No. 33-14507). 23 25 4.8 Form of Agreement as to Expenses and Liabilities (included as an exhibit to Exhibit 4.5), (incorporated herein by reference to the Registrant's Form S-2 Registration Statement dated December 6, 1996, filed under Registration No. 33-14507). EXHIBIT INDEX (Continued) 10.1 Deferred Benefit Plan for Directors (incorporated herein by reference to Exhibit 10(C) to the Registrant's report on Form 10-K for the year ended December 31, 1984). 10.2 The form of Indemnity Agreement approved by the Registrant's shareholders at its April 19, 1988 Annual Meeting, as executed with all of the Directors of the Registrant (incorporated herein by reference to Exhibit 10(F) to the Registrant's report on Form 10-K for the year ended December 31, 1988). 10.3 Incentive Share Grant Plan, as amended, approved by the Registrant's shareholders at its April 21, 1992 Annual Meeting (incorporated herein by reference to Exhibit 10 to the Registrant's report on Form 10-K for the year ended December 31, 1992). 10.4 Non-Employee Director Stock Option Plan, as amended, approved by the Registrant's shareholders at its April 15, 1997 Annual Meeting (incorporated herein by reference to Exhibit 4 to the Registrant's Form S-8 Registration Statement dated July 28, 1997, filed under registration No. 333-32269). 10.5 Employee Stock Option Plan, as amended, approved by the Registrant's shareholders at its April 15, 1997 Annual Meeting (incorporated herein by reference to Exhibit 4 to the Registrant's Form S-8 Registration Statement dated July 28, 1997, filed under registration No. 333-32267). 10.6 Agreement and Plan of Reorganization among the Registrant, IBC Interim Co., and North Bank Corporation, dated February 2, 1996 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on 8-K filed June 16, 1996). 10.7 Agreement to Purchase Assets and Assume Liabilities By and Between the Registrant and First of America Bank--Michigan, National Association, dated September 18, 1996 (incorporated herein by reference to the Registrant's Form S-2 Registration Statement dated December 6, 1996, filed under Registration No. 33- 14507). 24 EX-13 2 EXHIBIT 13 1 EXHIBIT 13 APPENDIX - -------------------------------------------------------------------------------- Independent Bank Corporation is a bank holding company with total assets of $984 million and a market capitalization of approximately $205 million. Its four subsidiary banks principally serve rural and suburban communities located across Michigan's lower peninsula. The Banks emphasize service and convenience as the principal means of competing in the delivery of financial services. Accordingly, the Company's community banking philosophy vests discretion and authority in the Banks' management while providing financial incentives to align the interests of such managers with those of its shareholders. To support the Banks' service and sales efforts, while providing the internal controls that are consistent with its decentralized structure, the Company has centralized common operations and provides administrative and operational services to the Banks. CONTENTS Management's Discussion and Analysis A-02 Selected Consolidated Financial Data A-12 Independent Auditor's Report A-13 Consolidated Financial Statements A-14 Notes to Consolidated Financial Statements A-18 Quarterly Data A-32 Shareholder Information A-33 Executive Officers and Directors A-33 A-1 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- Management's discussion and analysis of financial condition and results of operations contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in such forward-looking statements. The following section presents additional information to assess the financial condition and results of operations of the Company and its subsidiary banks (the "Banks"). This section should be read in conjunction with the consolidated financial statements and the supplemental financial data contained elsewhere in this appendix. RESULTS OF OPERATION SUMMARY OF RESULTS. Net income increased by 13.7% to $8,924,000 during 1997. A year earlier, net income increased by 15.3% to $7,852,000 from $6,810,000 in 1995. These increases are principally the result of increases in net interest income and non-interest income. Such increases in the Company's revenues were, however, partially offset by increases in non-interest expense, including the amortization of intangible assets, and federal income tax expense.
KEY PERFORMANCE RATIOS YEAR ENDED DECEMBER 31, 1997 1996 1995 - ------------------------------------------------------------------------------------- Net income to Average equity 16.01% 15.74% 15.59% Average assets 0.95 1.11 1.25 Income per share Basic $1.95 $1.74 $1.52 Diluted 1.93 1.73 1.51
The increase in the Company's return on average equity and the decline in its return on average assets principally reflects Management's efforts to maintain profitable financial leverage. Consistent with that goal, in 1996 the Company acquired the outstanding capital stock of North Bank Corporation ("NBC") and one of the Banks purchased eight branch offices of First of America Bank - Michigan, N.A. ("FoA Offices"). (See "1996 Acquisitions and financing.") The Banks' balance sheet management strategies that rely on alternate sources of funds also enhance the Company's return on average equity at the expense of its return on average assets. (See "Capital resources.") 1996 ACQUISITIONS AND FINANCING. The Company acquired NBC effective May 31, 1996, and on December 13, 1996, one of the Banks purchased the FoA Offices. These acquisitions (the "1996 Acquisitions") were financed with a $17.0 million unsecured credit facility (the "Credit Facility") and the issuance of $17.25 million of non-convertible, cumulative trust preferred securities (the "Preferred Securities"). Collectively, the 1996 Acquisitions and related financing have had a substantive impact on the Company's results of operations. (See "Capital resources.") NBC was acquired for cash consideration totaling $15.8 million. On the effective date of the transaction, NBC's assets and shareholders' equity totaled $152.0 million and $9.5 million, respectively, and the Company recorded $7.5 million of goodwill. The FoA Offices had deposits totaling $121.9 million, and the acquiring Bank recorded intangible assets totaling $8.8 million. The Bank also purchased loans totaling $22.1 million as well as certain real and personal property. Net cash proceeds from the transaction totaled $90.5 million. TAX EQUIVALENT NET INTEREST INCOME. Double-digit increases in the Company's tax equivalent net interest income during 1997 and 1996 reflect increases in average earning assets that accompanied the 1996 Acquisitions as well as the implementation of the Banks' balance sheet management strategies. Tax equivalent net interest income increased by 23% to $44,047,000 in 1997 and by 23% to $35,779,000 in 1996 from $29,008,000 in 1995. Average earning assets increased by 31% to $869,496,000 in 1997 and by 29% to $664,718,000 in 1996 from $513,377,000 in 1995. A-2 3
AVERAGE 1997 1996 1995 ------------------------------------------------------------------------------------------- BALANCES AND TAX AVERAGE YIELD/ AVERAGE YIELD/ AVERAGE YIELD/ EQUIVALENT RATES BALANCE INTEREST COST BALANCE INTEREST COST BALANCE INTEREST COST - ---------------------------------------------------------------------------------------------------------------------------------- (dollars in thousands) ASSETS Loans-all domestic (1,2) $ 689,166 $ 65,478 9.50% $ 510,434 $ 49,478 9.69% $ 382,644 $ 37,654 9.84% Taxable securities 115,046 7,922 6.89 100,945 6,710 6.65 93,064 5,919 6.36 Tax-exempt securities (2) 52,139 4,423 8.48 39,393 3,433 8.72 31,516 2,914 9.25 Other investments 13,145 999 7.60 13,946 971 6.96 6,153 421 6.84 --------- --------- --------- --------- --------- -------- Interest earning assets 869,496 78,822 9.07 664,718 60,592 9.12 513,377 46,908 9.14 Cash and due from banks 26,251 --------- 21,573 --------- 16,091 -------- Other assets, net 41,395 21,038 14,115 --------- --------- --------- Total assets $ 937,142 $ 707,329 $ 543,583 ========= ========= ========= LIABILITIES Savings and NOW $ 331,959 8,480 2.55 $ 250,977 6,116 2.44 $ 217,721 5,515 2.53 Time deposits 263,046 14,134 5.37 187,117 10,022 5.36 141,292 6,955 4.92 Long-term debt 8,245 602 7.30 4,875 335 6.87 Other borrowings 187,519 11,559 6.16 144,703 8,340 5.76 89,048 5,430 6.10 --------- --------- --------- --------- --------- -------- Interest bearing liabilities 790,769 34,775 4.40 587,672 24,813 4.22 448,061 17,900 4.00 Demand deposits 81,191 --------- 61,161 --------- 46,539 -------- Other liabilities 9,444 8,597 5,296 Shareholders' equity 55,738 49,899 43,687 --------- --------- --------- Total liabilities and shareholders' equity $ 937,142 $ 707,329 $ 543,583 ========= ========= ========= Net interest income $ 44,047 $ 35,779 $ 29,008 ========= ========= ========= Net interest income as a percent of earning assets 5.07% 5.38% 5.65% ===== ===== =====
(1) Interest on loans includes net origination fees totaling $4,001,000, $3,331,000 and $2,702,000 in 1997, 1996 and 1995, respectively. (2) Interest on tax-exempt securities has been adjusted to reflect preferential taxation. The adjustment assumes a marginal tax rate of 35% in 1997 and 34% in 1996 and 1995. For purposes of analysis, tax-exempt loans are included in tax-exempt securities. The 1996 Acquisitions account for approximately 80% of the $204,778,000 increase in average earning assets during 1997. Management attributes the remainder of the increase in average earning asset to the Banks' balance sheet management strategies. A year earlier, NBC and the balance sheet management strategies each accounted for approximately 50% of the $151,341,000 increase in average earning assets.
CHANGE IN TAX EQUIVALENT 1997 COMPARED TO 1996 1996 COMPARED TO 1995 NET INTEREST INCOME VOLUME RATE NET VOLUME RATE NET - ----------------------------------------------------------------------------------------------------------------- (in thousands) Increase (decrease) in interest income (1) Loans-all domestic $17,000 $(1,000) $16,000 $12,395 $(571) $11,824 Taxable securities 964 248 1,212 516 275 791 Tax-exempt securities (2) 1,083 (93) 990 695 (176) 519 Other investments (58) 86 28 542 8 550 ----------------------------------------------------------------- Total interest income 18,989 (759) 18,230 14,148 (464) 13,684 ----------------------------------------------------------------- Increase (decrease) in interest expense (1) Savings and NOW 2,056 308 2,364 817 (216) 601 Time deposits 4,080 32 4,112 2,412 655 3,067 Long-term debt 245 22 267 335 335 Other borrowings 2,607 612 3,219 3,223 (313) 2,910 ----------------------------------------------------------------- Total interest expense 8,988 974 9,962 6,787 126 6,913 ----------------------------------------------------------------- Net interest income $10,001 $(1,733) $8,268 $7,361 $(590) $6,771 =================================================================
(1) The change in interest due to changes in both balance and rate has been allocated to change due to balance and change due to rate in proportion to the relationship of the absolute dollar amounts of change in each. (2) Interest on tax exempt securities has been adjusted to reflect preferential taxation. The adjustment assumes a marginal tax rate of 35% in 1997 and 34% in 1996 and 1995. A-3 4 Tax equivalent net interest income was equal to 5.07% of average earning assets during 1997 compared to 5.38% and 5.65% in 1996 and 1995, respectively. Management attributes the majority of the decline to the 1996 Acquisitions, including the cost of the related non-equity financing. (See "Capital resources.") The marginal cost of alternate sources of funds that have been employed to implement the Banks' balance sheet management strategies have also contributed to the decline in tax equivalent net interest income as a percent of average earning assets. The impact of the non-equity financing and the use of alternate sources of funds has, however, been partially offset by an increase in loans as a percent of average earning assets.
COMPOSITION OF AVERAGE EARNING ASSETS YEAR ENDED DECEMBER 31, AND INTEREST PAYING LIABILITIES 1997 1996 1995 - -------------------------------------------------------------------------------------------------------------------------------- As a percent of average earning assets Loans-all domestic 79.26% 76.79% 74.53% Other earning assets 20.74 23.21 25.47 --------------------------- Average earning assets 100.00% 100.00% 100.00% =========================== Savings and NOW 38.18% 37.76% 42.41% Time deposits 30.25 28.15 27.52 Other borrowings and long-term debt 22.51 22.50 17.35 --------------------------- Average interest bearing liabilities 90.94% 88.41% 87.28% =========================== Earning asset ratio 92.78% 93.98% 94.44% Free-funds ratio 9.06 11.59 12.72
PROVISION FOR LOAN LOSSES. Management's assessment of the allowance for loan losses is based on the aggregate amount and composition of the loan portfolios, as well as an evaluation of specific commercial and agricultural loans, historical loss experience and the level of non-performing and impaired loans. This assessment is further supplemented by Management's subjective assessment of general and local economic conditions. (See "Asset quality.") The provision for loan losses totaled $1,750,000 in 1997 compared to $1,233,000 and $636,000 in 1996 and 1995, respectively. The $517,000 increase in the provision for loan losses during 1997 principally reflects the $134,474,000 increase in total loans, excluding loans held for sale ("Portfolio Loans"). A year earlier, Management elected to fund additional provisions to the allowance for loan losses based upon the application of the Company's allocation methodology to loans associated with the NBC acquisition. NON-INTEREST INCOME. Non-interest income totaled $8,515,000 in 1997 compared to $5,552,000 and $3,766,000 in 1996 and 1995, respectively. Approximately 32% and 28% of the $2,963,000 increase in non-interest income during 1997 relates to the 1996 Acquisitions and net gains on asset sales, respectively. Revenues associated with deposit account promotions and the Banks' title insurance agency also contributed to the increase in non-interest income. During 1996, an increase in net gains on the sale of real estate mortgage loans accounted for 64% of the $1,786,000 increase in non-interest income. Increases in service charges on deposit accounts and other non-interest income that principally relate to the NBC acquisition also contributed to the increase in non-interest income during 1996.
NON-INTEREST INCOME YEAR ENDED DECEMBER 31, 1997 1996 1995 - --------------------------------------------------------------------------------------------------------------------------------- Service charges on deposit accounts $ 3,128,000 $ 2,267,000 $ 1,919,000 Net gains (losses) on asset sales Real estate mortgage loans 2,270,000 1,871,000 728,000 Securities 273,000 (162,000) (120,000) Title insurance commissions and fees 585,000 40,000 Real estate mortgage loan servicing 532,000 412,000 371,000 Other 1,727,000 1,124,000 868,000 ------------------------------------------ Total non-interest income $ 8,515,000 $ 5,552,000 $ 3,766,000 ==========================================
Net gains on the sale of real estate mortgage loans totaled $2,270,000 during 1997 compared to $1,871,000 in 1996 and $728,000 in 1995. Management attributes the increase in net gains relative to the volume of loans sold principally to an increase in the capitalization of related servicing rights as well as an increase in the portion of loans sold that have been underwritten pursuant to government guarantees. The increase in the amount of servicing rights capitalized is attributed to a decline in interest rates during 1997 and a corresponding decrease in estimated prepayment rates on real estate mortgage loans. In addition to an increase in aggregate loans sold, Management attributes approximately 45% of the $1,143,000 increase in net gains during 1996 to the sale and/or capitalization of related servicing rights as well as an increase in loans underwritten pursuant to government guarantees. A-4 5
NET GAINS ON THE SALE OF REAL ESTATE YEAR ENDED DECEMBER 31, MORTGAGE LOANS 1997 1996 1995 - --------------------------------------------------------------------------------------------------------------------------- Real estate mortgage loans originated $272,200,000 $227,600,000 $163,500,000 Real estate mortgage loan sales 114,500,000 108,700,000 52,000,000 Real estate mortgage loan servicing rights sold 24,200,000 37,900,000 19,700,000 Net gains on the sale of real estate mortgage loans 2,270,000 1,871,000 728,000 Net gains as a percent of real estate mortgage loan sales 1.98% 1.72% 1.40%
The volume of loans sold is dependent upon the Banks' ability to originate real estate mortgage loans as well as the demand for fixed-rate obligations. (See "Asset/liability management.") Net gains on real estate mortgage loans are also dependent upon economic and competitive factors as well as the Banks' ability to effectively manage exposure to changes in interest rates. The Banks realized net gains on the sale of securities available for sale totaling $273,000 during 1997 compared to net losses of $162,000 and $120,000 during 1996 and 1995, respectively. Future gains and losses will be dependent upon the Banks' asset/liability needs as well as the slope of the yield curve, the level of interest rates and other pertinent factors. (See "Asset/liability management.") NON-INTEREST EXPENSE. Non-interest expense totaled $36,845,000 in 1997 compared to $27,861,000 and $21,702,000 in 1996 and 1995, respectively. Salaries and benefits, the largest component of non-interest expense, totaled $20,280,000 in 1997 compared to $15,685,000 in 1996 and $12,163,000 in 1995.
NON-INTEREST EXPENSE YEAR ENDED DECEMBER 31, 1997 1996 1995 - ------------------------------------------------------------------------------------------------------------------------------------ Salaries $13,409,000 $10,280,000 $8,005,000 Performance-based compensation and benefits 3,877,000 3,106,000 2,351,000 Other benefits 2,994,000 2,299,000 1,807,000 --------------------------------------- Salaries and benefits 20,280,000 15,685,000 12,163,000 Occupancy, net 2,786,000 2,042,000 1,548,000 Furniture and fixtures 2,245,000 1,864,000 1,345,000 Amortization of intangible assets 1,523,000 583,000 273,000 Computer processing 1,340,000 1,063,000 818,000 Advertising 1,329,000 827,000 344,000 Communications 1,280,000 1,007,000 791,000 Supplies 1,019,000 804,000 561,000 Loan and collection 939,000 663,000 1,030,000 Other 4,104,000 3,323,000 2,829,000 --------------------------------------- Total non-interest expense $36,845,000 $27,861,000 $21,702,000 =======================================
Management estimates that the 1996 Acquisitions account for approximately 55% of the $4,595,000 increase in salaries and benefits and approximately 60% of the increase in total non-interest expense during 1997. A year earlier, the NBC acquisition accounted for 35% of the increases in salaries and benefits and 45% of the increase in total non-interest expense. The Company and each of the Banks maintain compensation plans that provide incentives for superior performance. In addition to commissions and cash incentive awards, performance-based compensation plans include the Employee Stock Ownership Plan, the Employee Stock Option Plan and the Incentive Share Grant Plan. Management believes that these equity-based plans help align the interests of the Company's officers and employees with those of its shareholders. Performance-based compensation comprised nearly 20% of salaries and benefits during 1997, 1996 and 1995. Performance-based compensation accounted for 17% and 21% of the increases in salaries and benefits during 1997 and 1996, respectively. Operation of the Banks' title insurance agency as well as marketing costs related to certain deposit account promotions also contributed to the increase in non-interest expense during 1997. Costs associated with new branch facilities, a write down of other real estate as well as the introduction of the EZ Money check card and related ATM conversion also contributed to the increase in non-interest expense during 1996. Costs associated with the origination of real estate mortgage loans contributed to increases in total non-interest expense during both 1997 and 1996. A-5 6 FINANCIAL CONDITION SUMMARY. Total assets increased to $983.8 million at December 31, 1997, from $888.6 million a year earlier. A $134.5 million increase in Portfolio Loans, principally residential real estate loans, accounts for the $95.2 million increase in total assets. In addition to cash proceeds from the FoA Offices, the Banks have relied on other borrowings and brokered certificates of deposit ("Brokered CDs") to fund the increase in total loans. The use of such alternate funding sources, principally advances from the Federal Home Loan Bank (the "FHLB") complements the Banks' relatively stable base of core deposits. (See "Deposits and borrowings.") The Banks also utilized proceeds from the sale or maturity of securities to fund a portion of the increase in total loans. SECURITIES. The Banks maintain securities portfolios that include obligations of the U.S. Treasury and government sponsored agencies as well as securities issued by states and political subdivisions, corporate notes and mortgage-backed securities. Management continually evaluates the Banks' asset/liability management needs and attempts to maintain a portfolio structure that provides sufficient liquidity and cash flow. The sale of securities available for sale is dependent upon Management's assessment of reinvestment opportunities and the Banks' asset/liability management needs. (See "Non-interest income.") Securities available for sale are carried at fair value and unrealized gains and losses, after consideration of applicable taxes, are recognized as a separate component of shareholders' equity. Management has the intent and the Banks have the ability to hold other securities to maturity. These securities are carried at amortized cost without adjustment for unrealized gains and losses.
SECURITIES AMORTIZED UNREALIZED FAIR COST GAINS LOSSES VALUE - ----------------------------------------------------------------------------------------- Securities Available for Sale December 31, 1997 $108,231,000 $2,775,000 $237,000 $110,769,000 December 31, 1996 135,290,000 1,870,000 308,000 136,852,000 Securities Held to Maturity December 31, 1997 $ 22,525,000 $ 838,000 $ 9,000 $ 23,354,000 December 31, 1996 26,754,000 929,000 38,000 27,645,000
In view of the relatively flat U.S. Treasury yield curve and the general decline in market yields relative to the cost of alternate sources of funds, Management has liquidated a portion of the Banks' securities portfolios. (See "Asset/liability management.") The Banks sold securities available for sale with an aggregate market value of $59,727,000 in 1997, compared to $18,145,000 and $14,054,000 in 1996 and 1995, respectively. The Banks realized net gains of $273,000 in 1997 compared to net losses of $162,000 and $120,000 in 1996 and 1995, respectively, on such sales. LOAN PORTFOLIOS. Portfolio Loans increased by 22% to $744.2 million at December 31, 1997, from $609.7 million a year earlier. Residential real estate mortgage loans, including home equity loans and other junior mortgages, account for approximately 55% of the $134.5 million increase in total loans.
LOAN PORTFOLIO COMPOSITION DECEMBER 31, 1997 1996 - ----------------------------------------------------------------------------------- Real estate Residential first mortgages $328,968,000 $275,660,000 Residential home equity and other junior mortgages 55,987,000 35,673,000 Construction and land development 62,721,000 49,017,000 Other 134,058,000 92,253,000 Consumer 91,723,000 90,284,000 Commercial 48,576,000 45,013,000 Agricultural 22,145,000 21,804,000 --------------------------- Total loans $744,178,000 $609,704,000 ===========================
Management believes that the Company's decentralized structure provides the Banks with important advantages in serving the credit needs of the principal lending markets. Although the Management and Board of Directors of each Bank retain authority and responsibility for credit decisions, each of the Banks has adopted uniform underwriting standards. Further, the Company's loan committee as well as the centralization of commercial loan credit services and loan review functions promote compliance with such established underwriting standards. The centralization of retail loan services also provides for consistent service quality and facilitates compliance with consumer protection laws and regulations. A-6 7 In addition to the communities served by the Banks' branch networks and loan production offices, the principal lending markets include nearby communities and metropolitan areas. Subject to established underwriting criteria, the Banks also participate in commercial lending transactions with certain non-affiliated banks and purchase real estate mortgage loans from third-party originators. The Banks also deployed a portion of the cash proceeds from the FoA Offices by purchasing $29.8 million in seasoned pools of residential real estate mortgage loans from unaffiliated lenders during 1997. Non-accrual loans totaled $3.3 million at December 31, 1997, compared to $1.7 million and $1.9 million at December 31, 1996 and 1995, respectively. Total non-performing loans at those same dates were $5.4 million, $3.9 million and $2.6 million, respectively.
NON-PERFORMING ASSETS DECEMBER 31, 1997 1996 1995 - ------------------------------------------------------------------------------------------------------- Non-accrual loans $3,298,000 $1,711,000 $1,886,000 Loans 90 days or more past due and still accruing interest 1,904,000 1,994,000 427,000 Restructured loans 184,000 197,000 247,000 -------------------------------------- Total non-performing loans 5,386,000 3,902,000 2,560,000 Other real estate 331,000 730,000 760,000 -------------------------------------- Total non-performing assets $5,717,000 $4,632,000 $3,320,000 ====================================== As a percent of Portfolio Loans Non-performing loans 0.72% 0.64% 0.61% Non-performing assets 0.77 0.76 0.79 Allowance for loan losses as a percent of Portfolio Loans 1.03 1.14 1.25 Allowance for loan losses as a percent of non-performing loans 142 178 205
An agricultural credit that was purchased in conjunction with the FoA Offices accounts for nearly 40% of the $1.6 million increase in non-accrual loans during 1997, of which management does not anticipate a material impact on the Company's financial condition or results of operation. The 1996 Acquisitions account for the $1.3 million increase in non-performing loans, principally loans 90 days or more past due and still accruing interest, during 1996.
ALLOWANCE FOR LOAN LOSSES YEAR ENDED DECEMBER 31, 1997 1996 1995 - --------------------------------------------------------------------------------------------------------------------------- Balance at beginning of period $6,960,000 $5,243,000 $5,054,000 Allowance on loans acquired 1,180,000 Provision charged to operating expense 1,750,000 1,233,000 636,000 Recoveries credited to allowance 585,000 440,000 265,000 Loans charged against allowance (1,625,000) (1,136,000) (712,000) ------------------------------------------ Balance at end of period $7,670,000 $6,960,000 $5,243,000 ========================================== Net loans charged against the allowance to average Portfolio Loans 0.15% 0.14% 0.12%
Loans charged against the allowance for loan losses, net of recoveries ("Net Losses"), were $1,040,000 during 1997, compared to $696,000 in 1996 and $447,000 in 1995. In addition to an increase in Portfolio Loans, a portion of the increase can be attributed to the 1996 Acquisitions. Net Losses on loans that were acquired in conjunction with the 1996 Acquisitions totaled approximately $495,000 and $153,000 in 1997 and 1996, respectively.
ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES DECEMBER 31, 1997 1996 1995 - -------------------------------------------------------------------------------------------- Commercial and agricultural $2,200,000 $2,176,000 $1,612,000 Real estate mortgage 322,000 257,000 162,000 Installment 892,000 834,000 597,000 Unallocated 4,256,000 3,693,000 2,872,000 -------------------------------------- Total $7,670,000 $6,960,000 $5,243,000 ====================================== Allocated allowance as a percent of total allowance 44.5% 46.9% 45.2%
A-7 8 The allowance for loan losses is maintained at a level that Management considers appropriate based upon its assessment of relevant circumstances. (See "Provision for loan losses.") In performing its assessment, Management allocates portions of the allowance to specific loans and loan portfolios. At December 31, 1997, the unallocated portion of the allowance for loan losses was equal to 55.5% of the total allowance compared to 53.1% and 54.8% at December 31, 1996 and 1995, respectively. DEPOSITS AND BORROWINGS. Deposits totaled $700.5 million at December 31, 1997, and include Brokered CDs totaling $14.4 million. A year earlier, deposits totaled $672.5 million. Federal funds purchased and other borrowed funds totaled $195.2 million at December 31, 1997, compared to $137.0 million a year earlier. In addition to FHLB advances, other borrowed funds include the Credit Facility and securities sold under repurchase agreements. The Banks' competitive position within many of the markets served by the branch networks limits the ability to materially increase retail deposits without adversely impacting the weighted-average cost of core deposits. Accordingly, the use of alternate funding sources is an integral component of the Banks' balance sheet management strategies. Management believes that such alternate sources of funds, including advances from the FHLB and Brokered CDs, complements the Banks' stable base of core deposits and may further reduce exposure to depositors' options to withdraw funds prior to maturity. In addition to the Banks' interest rate risk profile and liquidity needs, Management's evaluation of funding strategies considers the relative cost and collateral requirements associated with the use of alternate sources of funds. (See "Asset/liability management.") DERIVATIVE FINANCIAL INSTRUMENTS
NOTIONAL AVERAGE CAP FLOOR ANNUAL AMORTIZED FAIR TYPE AMOUNT MATURITY STRIKE STRIKE COST COST VALUE - ------------------------------------------------------------------------------------------------------------------------------------ (dollars in thousands) Interest rate caps $28,000 2.3 years 6.71% 0.26% $ 168 $ 87 Interest rate collars 10,000 2.7 years 6.42 5.71% (10)
Derivative financial instruments may be employed to reduce the cost of alternate funding sources while managing the Banks' exposure to changes in interest rates. Interest rate caps establish a maximum cost of 6.97% on the associated short-term and variable rate borrowings, while allowing borrowing costs to decline if market rates decrease. Premiums paid to establish these positions totaled $246,000 of which $67,000 was amortized as interest expense during 1997. Premiums are amortized over the life of the agreements. Interest rate collars establish a maximum cost of 6.42% and a minimum rate of 5.71% on the associated short-term or variable rate borrowings. There are no premiums associated with the Banks' interest-rate collars. CAPITAL RESOURCES. Management recognizes that the ability to maintain financial leverage is critical to its mission to create value for the Company's shareholders. To profitably deploy capital within existing markets, the Banks have implemented balance sheet management strategies that combine effective loan origination efforts with disciplined funding strategies. Management believes that acquisitions, including the 1996 Acquisitions, are also consistent with its goal to create shareholder value. The Company's cost of capital is also a crucial factor in creating shareholder value and, therefore, Management funded the 1996 Acquisitions with the Credit Facility and by issuing the Preferred Securities. The Preferred Securities are presented within the liability section of the consolidated balance sheets as guaranteed preferred beneficial interests in Company's subordinated debentures. Although the Board of Governors of the Federal Reserve has approved the use of such cumulative preferred stock instruments as Tier 1 capital for bank holding companies, the Preferred Securities are not considered equity under generally accepted accounting principles. The quarterly distributions paid on the Preferred Securities are included in interest expense and are deductible for federal income tax purposes. Management's efforts to effectively manage the Company's capital resources have had an adverse impact on certain financial ratios, including tax equivalent net interest income as a percent of average earning assets and its return on average assets. Management nonetheless believes that such efforts to maintain financial leverage have made important contributions to the Company's return on average equity and its earnings per share.
CAPITAL RATIOS DECEMBER 31, 1997 1996 - ------------------------------------------------------------------------------------------------------------------------------------ Equity capital 6.05% 5.83% Average shareholders equity to average assets 5.95 7.05 Tier 1 leverage (tangible equity capital) 6.02 5.72 Tier 1 risk-based capital 8.76 9.01 Total risk-based capital 9.91 10.26
Shareholders' equity totaled $59.5 million at December 31, 1997. The $7.7 million increase from $51.8 million at December 31, 1996, reflects the retention of earnings and the issuance of common stock pursuant to various equity-based incentive compensation plans. An increase in net unrealized gains on securities available for sale also contributed to the increase in shareholders' equity. A-8 9 ASSET/LIABILITY MANAGEMENT. As a financial intermediary, the Company must manage interest rate risk that may be created by differences in the pricing characteristics of the Banks' assets and funding sources. Options embedded in certain financial instruments, including caps on adjustable-rate loans as well as borrowers' rights to prepay fixed rate loans also entail interest rate risk. The asset/liability management efforts of the Company and the Banks are intended to identify and evaluate opportunities to structure the balance sheet in a manner that is consistent with Management's mission to maintain profitable financial leverage within established risk parameters. Management employs simulation analyses to monitor the Banks' risk profiles and assess potential changes in the Banks' net interest income and market value of portfolio equity that may result from changes in interest rates. Such analyses further incorporate assumptions relating to changes in the prepayment rates of certain assets and liabilities. Management's evaluation of various opportunities and alternate balance sheet strategies carefully consider the likely impact on the Banks' risk profile as well as the anticipated contribution to earnings. The marginal cost of alternate funds is a principal consideration in the implementation of the Banks' balance sheet management strategies, but such evaluations further consider interest rate and liquidity risk as well as other relevant factors. Management has determined that the retention of 15- and 30-year fixed rate mortgages is generally inconsistent with its goal to maintain profitable leverage or the Banks' interest-rate risk profiles. Accordingly, the majority of such loans are sold to mitigate exposure to changes in interest rates. Generally, adjustable-rate and balloon real estate mortgage loans may be profitably funded within established risk parameters and retention of such loans has been a principal focus of the Banks' balance sheet management strategies. (See "Non-interest income.") Management has further determined, given the general decline in security yields relative to the cost of alternate sources of funds, that retention of certain low yielding securities was inconsistent with its goals. Accordingly, the Banks liquidated a portion of the portfolios and the sale proceeds have been used to partially fund the increase in loans.
PRICING CHARACTERISTICS OF DECEMBER 31, 1997 FINANCIAL INSTRUMENTS DAYS YEARS --------------------- ------------------------- FAIR 0 - 180 181-365 1 - 5 5+ TOTAL VALUE YIELD - ------------------------------------------------------------------------------------------------------------------------------------ (dollars in thousands) ASSETS (1, 2) Loans and loans held for sale $ 259,679 $ 138,130 $ 272,379 $ 95,744 $ 765,932 $ 775,400 8.94% Taxable securities 18,172 8,613 37,865 35,931 100,581 100,600 6.90 Tax-exempt securities 1,106 1,232 17,347 25,517 45,202 46,000 8.67 ---------------------------------------------------------------- Interest earning assets 278,957 147,975 327,591 157,192 911,715 -------------------------------------------------- Non-interest earning assets 72,102 --------- Total assets $ 983,817 ========= LIABILITIES AND SHAREHOLDERS' EQUITY(1) Demand, savings and NOW (3) 104,506 38,738 129,412 155,484 $ 428,140 $ 428,100 2.03% Time deposits 116,449 60,345 90,067 5,479 272,340 274,000 5.47 Other borrowings 117,231 41,000 36,954 17,250 212,435 214,400 6.17 ---------------------------------------------------------------- Total deposits and other borrowings 338,186 140,083 256,433 178,213 912,915 Shareholders' equity and other liabilities -------------------------------------------------- 70,902 Total liabilities and --------- shareholders' equity $ 983,817 Caps and collars (38,000) 38,000 ========= RATE SENSITIVITY GAP AND RATIOS Gap for period $ (21,229) $ 7,892 $ 33,158 $ (21,021) ================================================== Cumulative gap $ (21,229) $ (13,337) $ 19,821 $ (1,200) Ratio of rate-sensitive assets to ================================================== rate-sensitive liabilities for period 92.9% 105.6% 111.3% 88.2% Cumulative ratio of rate-sensitive assets to rate-sensitive liabilities 92.9 97.0 102.7 99.9
(1) The information presented is a static analysis that does not consider potential changes in pricing characteristics given a change in interest rates. (2) The analysis incorporates Management's assumptions for prepayments on installment and real estate mortgage loans as well as mortgage-backed securities. (3) Non-maturity deposit repricing assumptions consider the estimated life of the account along with Management's ability to set interest rates. A-9 10 YEAR 2000. Management has appointed a committee that has evaluated the likely impact of the Year 2000 issue on the operating systems of the Company and the Banks. Based on its continuing evaluation, the committee does not anticipate material expenditures to ensure that these systems are compliant. STATEMENT OF FINANCIAL ACCOUNTING STANDARDS. The Financial Accounting Standards Board adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income," (SFAS #130) and Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information," (SFAS #131) in June of 1997. SFAS #130 establishes standards for reporting and displaying comprehensive income and its components, including but not limited to unrealized gains or losses on securities available for sale, in the financial statements. This statement is effective for both interim and annual periods beginning after December 15, 1997, with earlier application permitted. SFAS #130 will require reclassification of all prior period amounts. SFAS #131 establishes standards for the way that public entities report information about operating segments in financial statements. This statement is effective for both interim and annual periods beginning after December 31, 1997, with restatement of prior period information required. The adoption of this statement is not expected to have a material impact on the Company's reporting disclosures. A-10 11 A-11 12 SELECTED CONSOLIDATED FINANCIAL DATA
YEAR ENDED DECEMBER 31, 1997 1996 1995 1994 1993 - --------------------------------------------------------------------------------------------------------------- (dollars in thousands, except per share amounts) SUMMARY OF OPERATIONS Interest income $ 77,414 $ 59,485 $ 45,982 $ 37,820 $ 34,370 Interest expense 34,775 24,813 17,900 12,585 12,305 -------------------------------------------------------- Net interest income 42,639 34,672 28,082 25,235 22,065 Provision for loan losses 1,750 1,233 636 473 657 Non-interest income 8,515 5,552 3,766 3,101 3,898 Non-interest expense 36,845 27,861 21,702 19,503 17,535 -------------------------------------------------------- Income before federal income tax expense 12,559 11,130 9,510 8,360 7,771 Federal income tax expense 3,635 3,278 2,700 2,329 2,165 -------------------------------------------------------- Net income $ 8,924 $ 7,852 $ 6,810 $ 6,031 $ 5,606 ======================================================== PER COMMON SHARE DATA (1) Net income (2) Basic $ 1.95 $ 1.74 $ 1.52 $ 1.33 $ 1.24 Diluted 1.93 1.73 1.51 1.32 1.24 Cash dividends declared 0.71 0.64 0.57 0.46 0.32 Book value 12.98 11.50 10.51 8.97 8.62 SELECTED BALANCES Assets $983,817 $888,597 $590,147 $516,211 $482,027 Loans and loans held for sale 765,932 621,287 434,091 342,658 288,643 Allowance for loan losses 7,670 6,960 5,243 5,054 5,053 Deposits 700,480 672,534 411,624 409,471 423,620 Shareholders' equity 59,516 51,836 47,025 40,311 39,049 Long-term debt 5,000 7,000 2,750 SELECTED RATIOS Tax-equivalent net interest income to average earning assets 5.07% 5.38% 5.65% 5.88% 5.85% Net income to Average common equity 16.01 15.74 15.59 15.22 15.21 Average assets 0.95 1.11 1.25 1.25 1.33 Dividend payment ratio 36.54 36.53 36.80 34.62 25.54 Average shareholders' equity to average assets 5.95 7.05 8.04 8.22 8.72 Tier 1 leverage (tangible equity capital) ratio 6.02 5.72 7.47 7.76 7.61 Non-performing loans to Portfolio Loans 0.72 0.64 0.61 0.84 1.14
(1) Per share data has been adjusted for a three-for-two stock split in 1997 and 5% stock dividends in 1997, 1996 and 1995. (2) Statement of Financial Accounting Standards No. 128, "Earnings Per Share," effective during 1997, has been retroactively applied. (See note 10 to consolidated financial statements.) A-12 13 INDEPENDENT AUDITOR'S REPORT BOARD OF DIRECTORS AND SHAREHOLDERS INDEPENDENT BANK CORPORATION IONIA, MICHIGAN We have audited the accompanying consolidated statements of financial condition of Independent Bank Corporation and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1997. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express our opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 Independent Bank Corporation and subsidiaries as of December 31, 1997 and 1996, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1997, in conformity with generally accepted accounting principles. As discussed in notes 1 and 5 to the consolidated financial statements, the Company changed its method of accounting for mortgage servicing rights to adopt the provisions of Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 122, "Accounting for Mortgage Servicing Rights," in 1996. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Lansing, Michigan February 2, 1998 A-13 14 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1997 1996 - --------------------------------------------------------------------------------------------------------------------------- ASSETS Cash and Cash Equivalents Cash and due from banks $ 30,371,000 $ 40,631,000 Federal funds sold 10,000,000 ------------------------------ Total Cash and Cash Equivalents 30,371,000 50,631,000 ------------------------------ Securities available for sale 110,769,000 136,852,000 Securities held to maturity (fair value of $23,354,000 at December 31, 1997 and $27,645,000 at December 31, 1996) 22,525,000 26,754,000 Federal Home Loan Bank stock, at cost 12,489,000 11,076,000 Loans held for sale 21,754,000 11,583,000 Loans Commercial and agricultural 199,098,000 164,304,000 Real estate mortgage 416,689,000 331,150,000 Installment 128,391,000 114,250,000 ------------------------------ Total Loans 744,178,000 609,704,000 Allowance for loan losses (7,670,000) (6,960,000) ------------------------------ Net Loans 736,508,000 602,744,000 Property and equipment, net 21,067,000 18,462,000 Accrued income and other assets 28,334,000 30,495,000 ------------------------------ Total Assets $ 983,817,000 $ 888,597,000 ============================== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits Non-interest bearing $ 88,546,000 $ 84,671,000 Savings and NOW 339,594,000 327,627,000 Time 272,340,000 260,236,000 ------------------------------ Total Deposits 700,480,000 672,534,000 Federal funds purchased 28,000,000 1,700,000 Other borrowings 167,185,000 135,294,000 Guaranteed preferred beneficial interests in Company's subordinated debentures 17,250,000 17,250,000 Accrued expenses and other liabilities 11,386,000 9,983,000 ------------------------------ Total Liabilities 924,301,000 836,761,000 ------------------------------ Commitments and contingent liabilities Shareholders' Equity Preferred stock, no par value-200,000 shares authorized; none issued or outstanding Common stock, $1.00 par value-14,000,000 shares authorized; issued and outstanding: 4,586,733 shares at December 31, 1997 and 2,861,535 shares at December 31, 1996 4,587,000 2,862,000 Capital surplus 30,011,000 23,230,000 Retained earnings 23,243,000 24,713,000 Net unrealized gain on securities available for sale, net of related tax effect 1,675,000 1,031,000 ------------------------------ Total Shareholders' Equity 59,516,000 51,836,000 ------------------------------ Total Liabilities and Shareholders' Equity $ 983,817,000 $ 888,597,000 ==============================
See notes to consolidated financial statements A-14 15
CONSOLIDATED STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1997 1996 1995 - --------------------------------------------------------------------------------------------------------------------------- INTEREST INCOME Interest and fees on loans $ 65,830,000 $ 49,768,000 $ 37,861,000 Securities available for sale 9,023,000 6,337,000 2,692,000 Securities held to maturity Taxable 356,000 1,209,000 3,227,000 Tax-exempt 1,206,000 1,200,000 1,781,000 Other investments 999,000 971,000 421,000 ------------------------------------------- Total Interest Income 77,414,000 59,485,000 45,982,000 ------------------------------------------- INTEREST EXPENSE Deposits 22,614,000 16,138,000 12,470,000 Other borrowings 12,161,000 8,675,000 5,430,000 ------------------------------------------- Total Interest Expense 34,775,000 24,813,000 17,900,000 ------------------------------------------- Net Interest Income 42,639,000 34,672,000 28,082,000 Provision for loan losses 1,750,000 1,233,000 636,000 ------------------------------------------- Net Interest Income After Provision for Loan Losses 40,889,000 33,439,000 27,446,000 ------------------------------------------- NON-INTEREST INCOME Service charges on deposit accounts 3,128,000 2,267,000 1,919,000 Net gains (losses) on asset sales Real estate mortgage loans 2,270,000 1,871,000 728,000 Securities 273,000 (162,000) (120,000) Other income 2,844,000 1,576,000 1,239,000 ------------------------------------------- Total Non-interest Income 8,515,000 5,552,000 3,766,000 ------------------------------------------- NON-INTEREST EXPENSE Salaries and employee benefits 20,280,000 15,685,000 12,163,000 Occupancy, net 2,786,000 2,042,000 1,548,000 Furniture and fixtures 2,245,000 1,864,000 1,345,000 Other expenses 11,534,000 8,270,000 6,646,000 ------------------------------------------- Total Non-interest Expense 36,845,000 27,861,000 21,702,000 ------------------------------------------- Income Before Federal Income Tax 12,559,000 11,130,000 9,510,000 Federal income tax expense 3,635,000 3,278,000 2,700,000 ------------------------------------------- Net Income $ 8,924,000 $ 7,852,000 $ 6,810,000 =========================================== Income per common share Basic $ 1.95 $ 1.74 $ 1.52 =========================================== Diluted $ 1.93 $ 1.73 $ 1.51 =========================================== Cash dividends declared per common share $ 0.71 $ 0.64 $ 0.57 ===========================================
See notes to consolidated financial statements A-15 16 CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1997 1996 1995 - ------------------------------------------------------------------------------------------------------------------------ Net Income $ 8,924,000 $ 7,852,000 $ 6,810,000 ----------------------------------------------- ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH FROM OPERATING ACTIVITIES Proceeds from sales of loans held for sale 116,803,000 110,593,000 51,976,000 Disbursements for loans held for sale (124,704,000) (101,786,000) (54,262,000) Provision for loan losses 1,750,000 1,233,000 636,000 Deferred federal income tax credit (352,000) (230,000) (1,208,000) Deferred loan fees 640,000 334,000 109,000 Depreciation, amortization of intangible assets and premiums and accretion of discounts on securities and loans 4,204,000 2,759,000 2,247,000 Net gains on sales of real estate mortgage loans (2,270,000) (1,871,000) (728,000) Net (gains) losses on sales of securities (273,000) 162,000 120,000 (Increase) decrease in accrued income and other assets 638,000 (7,906,000) 286,000 Increase in accrued expenses and other liabilities 1,950,000 356,000 2,587,000 ----------------------------------------------- Total Adjustments (1,614,000) 3,644,000 1,763,000 ----------------------------------------------- Net Cash from Operating Activities 7,310,000 11,496,000 8,573,000 ----------------------------------------------- CASH FLOW FROM INVESTING ACTIVITIES Proceeds from the sale of securities available for sale 59,727,000 18,145,000 14,054,000 Proceeds from the maturity of securities available for sale 4,053,000 16,385,000 Proceeds from the maturity of securities held to maturity 4,713,000 3,015,000 13,920,000 Principal payments received on securities available for sale 11,643,000 9,601,000 1,347,000 Principal payments received on securities held to maturity 799,000 694,000 5,116,000 Purchases of securities available for sale (51,035,000) (60,396,000) (732,000) Purchases of securities held to maturity (295,000) (19,423,000) Portfolio loans made to customers, net of principal payments received (108,968,000) (80,233,000) (88,906,000) Acquisition of bank, less cash received 9,478,000 Acquisition of branch offices, less cash received 89,864,000 13,949,000 Portfolio loans purchased (29,758,000) (5,603,000) Principal payments on portfolio loans purchased 2,572,000 270,000 Capital expenditures (5,038,000) (3,709,000) (1,642,000) ----------------------------------------------- Net Cash from Investing Activities (111,292,000) (2,784,000) (62,317,000) ----------------------------------------------- CASH FLOW FROM FINANCING ACTIVITIES Net increase (decrease) in total deposits 27,946,000 7,468,000 (12,273,000) Net increase (decrease) in short-term borrowings 16,237,000 (13,300,000) (347,000) Proceeds from Federal Home Loan Bank advances 115,954,000 63,000,000 104,000,000 Payments of Federal Home Loan Bank advances (72,000,000) (55,000,000) (41,000,000) Proceeds from long-term debt 10,000,000 Retirement of long-term debt (2,000,000) (1,000,000) Proceeds from issuance of guaranteed preferred beneficial interests in Company's subordinated debentures 16,220,000 Dividends paid (3,186,000) (2,736,000) (2,392,000) Proceeds from issuance of common stock 771,000 59,000 138,000 Repurchase of common stock (893,000) ----------------------------------------------- Net Cash from Financing Activities 83,722,000 24,711,000 47,233,000 ----------------------------------------------- Net Increase (Decrease) in Cash and Cash Equivalents (20,260,000) 33,423,000 (6,511,000) Cash and Cash Equivalents at Beginning of Period 50,631,000 17,208,000 23,719,000 ----------------------------------------------- Cash and Cash Equivalents at End of Period $ 30,371,000 $ 50,631,000 $ 17,208,000 =============================================== Cash paid during the period for Interest $ 35,049,000 $ 23,736,000 $ 17,604,000 Income taxes 3,743,000 3,890,000 3,110,000 Transfer of loans to other real estate 431,000 996,000 555,000 Transfer of portfolio loans to held for sale 10,000,000 7,100,000 Transfer of securities held to maturity to available for sale 52,601,000
See notes to consolidated financial statements A-16 17 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
NET UNREALIZED GAIN (LOSS) ON SECURITIES TOTAL COMMON CAPITAL RETAINED AVAILABLE SHAREHOLDERS' STOCK SURPLUS EARNINGS FOR SALE EQUITY - ------------------------------------------------------------------------------------------------------------------------------------ Balances at January 1, 1995 $ 2,589,000 $ 16,932,000 $ 22,910,000 $ (2,120,000) $ 40,311,000 Net income for 1995 6,810,000 6,810,000 Cash dividends declared, $0.57 per share (2,506,000) (2,506,000) 5% stock dividend 129,000 3,386,000 (3,531,000) (16,000) Issuance of 22,430 shares of common stock 22,000 463,000 485,000 Repurchase of 35,900 shares of common stock (36,000) (857,000) (893,000) Transfer of securities held to maturity to available for sale, net of $443,000 of related tax effect 859,000 859,000 Net change in unrealized gain (loss) on securities available for sale, net of $1,017,000 of related tax effect 1,975,000 1,975,000 ---------------------------------------------------------------------------------- Balances at December 31, 1995 2,704,000 19,924,000 23,683,000 714,000 47,025,000 Net income for 1996 7,852,000 7,852,000 Cash dividends declared, $0.64 per share (2,868,000) (2,868,000) 5% stock dividend 136,000 3,799,000 (3,954,000) (19,000) Issuance of 21,834 shares of common stock 22,000 537,000 559,000 Net issuance costs (1,030,000) (1,030,000) Net change in unrealized gain on securities available for sale, net of $163,000 of related tax effect 317,000 317,000 ---------------------------------------------------------------------------------- Balances at December 31, 1996 2,862,000 23,230,000 24,713,000 1,031,000 51,836,000 Net income for 1997 8,924,000 8,924,000 Cash dividends declared, $0.71 per share (3,261,000) (3,261,000) 5% stock dividend 217,000 6,895,000 (7,133,000) (21,000) Issuance of 62,520 shares of common stock 62,000 1,340,000 1,402,000 Three-for-two stock split 1,446,000 (1,454,000) (8,000) Net change in unrealized gain on securities available for sale, net of $332,000 of related tax effect 644,000 644,000 ---------------------------------------------------------------------------------- Balances at December 31, 1997 $ 4,587,000 $ 30,011,000 $ 23,243,000 $ 1,675,000 $ 59,516,000 ==================================================================================
A-17 18 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES The accounting and reporting policies and practices of Independent Bank Corporation and subsidiaries conform with generally accepted accounting principles and prevailing practices within the banking industry. The following summaries describe the significant accounting and reporting policies that are employed in the preparation of the consolidated financial statements. The Banks transact business in the single industry segment of commercial banking. The Banks' activities cover traditional phases of commercial banking, including checking and savings accounts, commercial and agricultural lending, direct and indirect consumer financing, mortgage lending and deposit box services. The principal markets are the rural and suburban communities across lower Michigan that are served by the Banks' branches and loan production offices. Subject to established underwriting criteria, the Banks may also participate in commercial lending transactions with certain non-affiliated banks and purchase real estate mortgage loans from third-party originators. The local economies of the communities served by the Banks are relatively stable and reasonably diversified. Management is required to make estimates and assumptions in the preparation of the financial statements which affect the amounts reported. Material estimates that are particularly susceptible to changes in the near-term relate to the determination of the allowance for loan losses. While Management uses relevant information to recognize losses on loans, additional provisions for related losses may be necessary based on changes in economic conditions and customer circumstances. PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the accounts of Independent Bank Corporation and its subsidiaries. The income, expenses, assets and liabilities of the subsidiaries are included in the respective accounts of the consolidated financial statements, after elimination of all material intercompany accounts and transactions. STATEMENTS OF CASH FLOWS - For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks and federal funds sold. Generally, federal funds are sold for one-day periods. The Company reports net cash flows for customer loan and deposit transactions. LOANS HELD FOR SALE - Loans held for sale are carried at the lower of aggregate amortized cost or market value. Lower of cost or market value adjustments, as well as realized gains and losses, are recorded in current earnings. The Company adopted Statement of Financial Accounting Standards No. 122, "Accounting for Mortgage Servicing Rights," ("SFAS #122") on January 1, 1996. SFAS #122 requires the Banks to recognize as separate assets the rights to service mortgage loans for others that have been acquired by purchase or the origination and subsequent sale of a loan. The fair value of capitalized originated mortgage servicing rights has been determined based upon market value quotes for similar servicing. These mortgage servicing rights are amortized in proportion to and over the period of estimated net loan servicing income. SFAS #122 also requires the Banks to assess mortgage servicing rights for impairment based on the fair value of those rights. For purposes of measuring impairment, the characteristics used by the Banks include interest rate, term and type. The Company adopted Statement of Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," ("SFAS #125") on January 1, 1997. The adoption of SFAS #125 did not have a material impact on the Company's financial statements. SECURITIES - The Company classifies its securities as trading, held to maturity or available for sale. Trading securities are bought and held principally for the purpose of selling them in the near-term and are reported at fair value with realized and unrealized gains and losses included in earnings. The Company does not have any trading securities. Securities held to maturity represent those securities for which the Banks have the positive intent and ability to hold until maturity and are reported at cost, adjusted for amortization of premiums and accretion of discounts computed on the level yield method. Securities available for sale represent those securities not classified as trading or held to maturity and are reported at fair value with unrealized gains and losses, net of applicable income taxes, reported as a separate component of shareholders' equity. Gains and losses realized on the sale of securities available for sale are determined using the specific identification method and are recognized on a trade-date basis. Premiums and discounts are recognized in interest income computed on the level yield method. LOAN REVENUE RECOGNITION - Interest on loans is accrued based on the principal amounts outstanding. The accrual of interest income is discontinued when a loan becomes 90 days past due and the borrower's capacity to repay the loan and collateral values appear insufficient. A non-accrual loan may be restored to accrual status when interest and principal payments are current and the loan appears otherwise collectible. Certain loan fees, net of direct loan origination costs, are deferred and recognized as an adjustment of yield over the life of the related loan. Fees received in connection with loan commitments are deferred until the loan is advanced and are then recognized over the life of the loan as an adjustment of yield. Fees on commitments that expire unused are recognized at expiration. Fees received for a letter of credit are recognized as fee revenue over its life. A-18 19 ALLOWANCE FOR LOAN LOSSES - Some loans will not be repaid in full. Therefore, an allowance for loan losses is maintained at a level which management has determined to be adequate to absorb inherent losses. Management's assessment of the allowance is based on the aggregate amount and composition of the loan portfolios, as well as an evaluation of specific commercial and agricultural loans, historical loss experience and the level of non-performing and impaired loans. Increases in the allowance are recorded by a provision for loan losses charged to expense and, although Management periodically allocates portions of the allowance to specific loans and loan portfolios, the entire allowance is available for any losses which occur. Collection efforts may continue and future recoveries may occur after a loan is charged against the allowance. The Company has adopted Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan," ("SFAS #114"). SFAS #114, which has been subsequently amended by SFAS #118, requires the Company to measure its investment in an impaired loan based on one of three methods: the loan's observable market price, the fair value of the collateral or the present value of expected future cash flows discounted at the loan's effective interest rate. This statement does not apply to homogenous residential mortgage and installment loans. The adoption of this Statement in 1995 did not have a significant effect on the allowance for loan losses. PROPERTY AND EQUIPMENT - Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using both straight-line and accelerated methods over the estimated useful lives of the related assets. OTHER REAL ESTATE - Other real estate represents properties acquired through foreclosure or by acceptance of a deed in lieu of foreclosure. The carrying values of these properties are periodically evaluated and are adjusted to the lower of cost or fair value minus estimated costs to sell. Other real estate and repossessed assets totaling $331,000 and $730,000 at December 31, 1997 and 1996, respectively, are included in other assets. INTANGIBLE ASSETS - Goodwill, which represents the excess of the purchase price over the fair value of net tangible assets acquired, is amortized on a straight-line basis over the period of expected benefit, generally 12 to 20 years. Goodwill totaled $7,708,000 and $8,289,000 as of December 31, 1997 and 1996, respectively. Other intangible assets are amortized using both straight-line and accelerated methods over 12 to 15 years. Other intangibles amounted to $9,340,000 and $10,056,000 as of December 31, 1997 and 1996, respectively. INCOME TAXES - The Company employs the asset and liability method of accounting for income taxes. The objective of this method is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. Under the asset and liability method, the effect of a change in tax rates is recognized in income in the period that includes the enactment date. The deferred tax asset is subject to a valuation allowance for that portion of the asset for which it is more likely than not that it will not be realized. The Company and its subsidiaries file a consolidated federal income tax return. Intercompany tax liabilities are settled as if each subsidiary filed a separate return. COMMON STOCK - At December 31, 1997, 158,076 shares of common stock were reserved for issuance under the Incentive Share Grant Plan, 28,066 shares of common stock were reserved for issuance under the dividend reinvestment plan and 505,695 shares of common stock were reserved for issuance under stock option plans. RETIREMENT PLANS - The Company maintains an employee stock ownership plan as well as a 401(k) plan for substantially all full-time employees. RECLASSIFICATION - Certain amounts in the 1996 and 1995 financial statements have been reclassified to conform with the 1997 presentation. A-19 20 NOTE 2 - ACQUISITIONS In June 1996, the Company acquired North Bank Corporation ("NBC") for cash consideration totaling approximately $15,800,000. At the effective date of the acquisition, NBC's assets totaled $152,000,000 and its loans and deposits totaled $84,000,000 and $131,600,000, respectively. The transaction was accounted for as a purchase and the assets acquired and the liabilities assumed have been recorded at fair value. The Company's results of operations include revenues and expenses relating to NBC since May 31, 1996. Goodwill totaled $7,500,000 and is being amortized over 15 years. NBC's sole banking subsidiary consolidated with an existing subsidiary of the Company during the third quarter of 1996. The pro-forma information presented in the following table is based on historical results of the Company and NBC. The information has been combined to present the results of operations as if the acquisition had occurred at the beginning of the period presented. The following pro-forma results for the year ended December 31, 1996, are not necessarily indicative of the results which would have actually been attained if the acquisition had been consummated in the past or what may be attained in the future.
1996 - ------------------------------------------------------------------------------- (unaudited) Total revenue $ 70,200,000 Net income 7,600,000 Earnings per share Basic 1.69 Diluted 1.67
On December 13, 1996, one of the Banks purchased certain loans as well as real and personal property and assumed deposit liabilities associated with eight branch offices from First of America Bank - Michigan, NA ("FoA Purchase"). On that date, loans purchased and deposit liabilities assumed totaled $22,100,000 and $121,900,000, respectively. The assets purchased and the liabilities assumed have been recorded at fair value. The Company's results of operations include revenues and expenses relating to the FoA Purchase since December 13, 1996. An intangible asset of $8,800,000 is being amortized over 12 years. NOTE 3 - RESTRICTIONS ON CASH AND DUE FROM BANKS The Banks' legal reserve requirements were satisfied by maintaining average non-interest earning vault cash balances of $5,504,000 in 1997 and $4,316,000 in 1996. The Banks do not maintain compensating balances with correspondent banks. NOTE 4 - SECURITIES Securities available for sale consist of the following at December 31:
AMORTIZED UNREALIZED FAIR COST GAINS LOSSES VALUE - ------------------------------------------------------------------------------------------------------------------------------------ 1997 U.S. Treasury $ 7,028,000 $ 77,000 $ 7,105,000 U.S. Government agencies 14,819,000 673,000 15,492,000 Mortgage-backed securities 52,581,000 797,000 $ 231,000 53,147,000 Obligations of states and political subdivisions 25,695,000 1,160,000 6,000 26,849,000 Other securities 8,108,000 68,000 8,176,000 -------------------------------------------------------------------- Total $ 108,231,000 $2,775,000 $ 237,000 $ 110,769,000 ==================================================================== 1996 U.S. Treasury $ 27,561,000 $ 174,000 $ 13,000 $ 27,722,000 U.S. Government agencies 20,839,000 337,000 17,000 21,159,000 Mortgage-backed securities 57,113,000 671,000 256,000 57,528,000 Obligations of states and political subdivisions 21,183,000 688,000 17,000 21,854,000 Other securities 8,594,000 5,000 8,589,000 -------------------------------------------------------------------- Total $ 135,290,000 $ 1,870,000 $ 308,000 $ 136,852,000 ====================================================================
A-20 21 Securities held to maturity consist of the following at December 31:
AMORTIZED UNREALIZED FAIR COST GAINS LOSSES VALUE - ------------------------------------------------------------------------------------------------------------------------------------ 1997 U.S. Government agencies $ 997,000 $ 3,000 $ 1,000,000 Mortgage-backed securities 2,785,000 13,000 $ 9,000 2,789,000 Obligations of states and political subdivisions 18,353,000 822,000 19,175,000 Other securities 390,000 390,000 ------------------------------------------------------------------ Total $ 22,525,000 $ 838,000 $ 9,000 $ 23,354,000 ================================================================== 1996 U.S. Government agencies $ 1,484,000 $ 13,000 $ 4,000 $ 1,493,000 Mortgage-backed securities 3,688,000 17,000 11,000 3,694,000 Obligations of states and political subdivisions 21,192,000 899,000 23,000 22,068,000 Other securities 390,000 390,000 ------------------------------------------------------------------ Total $ 26,754,000 $ 929,000 $ 38,000 $ 27,645,000 ==================================================================
The amortized cost and approximate fair value of securities at December 31, 1997, by contractual maturity, follow. Actual maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without penalties.
AVAILABLE FOR SALE HELD TO MATURITY AMORTIZED FAIR AMORTIZED FAIR COST VALUE COST VALUE - ----------------------------------------------------------------------------------------------------------------------------------- Maturing within one year $ 1,423,000 $ 1,433,000 $ 1,666,000 $ 1,681,000 Maturing after one year but within five years 19,950,000 20,350,000 12,329,000 12,817,000 Maturing after five years but within ten years 23,313,000 24,500,000 3,811,000 4,057,000 Maturing after ten years 10,462,000 10,837,000 1,934,000 2,010,000 -------------------------------------------------------------------- 55,148,000 57,120,000 19,740,000 20,565,000 Mortgage-backed securities 52,581,000 53,147,000 2,785,000 2,789,000 Other securities 502,000 502,000 -------------------------------------------------------------------- Total $ 108,231,000 $ 110,769,000 $ 22,525,000 $ 23,354,000 ====================================================================
A summary of proceeds from the sale of securities available for sale realized gains and losses follows:
REALIZED REALIZED PROCEEDS GAINS LOSSES - --------------------------------------------------------------------------------------------------------------------------- 1997 $ 59,727,000 $ 354,000 $ 81,000 1996 18,145,000 42,000 204,000 1995 14,054,000 8,000 128,000
Securities with a book value of $31,660,000 and $14,882,000 at December 31, 1997 and 1996, respectively, were pledged to secure public deposits and for other purposes as required by law. There were no investment obligations of state and political subdivisions that were payable from or secured by the same source of revenue or taxing authority that exceeded 10% of consolidated shareholders' equity at December 31, 1997 or 1996. During November 1995, the Financial Accounting Standards Board issued a "Guide to Implementation of Statement #115 on Accounting for Certain Investment in Debt and Equity Securities." This guide allowed for a one-time change in the classification of securities pursuant to SFAS #115 as of the date of the implementation guide, but no later than December 31, 1995. As a result, the Banks made a transfer of $52,601,000 to securities available for sale. A-21 22 NOTE 5 - LOANS An analysis of the allowance for loan losses for the years ended December 31 follows:
1997 1996 1995 - -------------------------------------------------------------------------------------------------------- Balance at beginning of period $ 6,960,000 $ 5,243,000 $ 5,054,000 Allowance on loans acquired 1,180,000 Provision charged to operating expense 1,750,000 1,233,000 636,000 Recoveries credited to allowance 585,000 440,000 265,000 Loans charged against allowance (1,625,000) (1,136,000) (712,000) ----------------------------------------------- Balance at end of period $ 7,670,000 $ 6,960,000 $ 5,243,000 ===============================================
Loans are presented net of deferred income of $2,408,000 at December 31, 1997, and $1,768,000 at December 31, 1996. Loans on non-accrual status, 90 days or more past due and still accruing interest, or restructured amounted to $5,386,000, $3,902,000 and $2,560,000 at December 31, 1997, 1996 and 1995, respectively. If these loans had continued to accrue interest in accordance with their original terms, approximately $442,000, $288,000, and $263,000 of interest income would have been realized in 1997, 1996 and 1995, respectively. Interest income realized on these loans was approximately $190,000, $105,000 and $64,000 in 1997, 1996 and 1995, respectively. Impaired loans totaled approximately $2,800,000, $3,800,000 and $3,200,000 at December 31, 1997, 1996 and 1995, respectively. The Banks' average investment in impaired loans was approximately $3,300,000, $2,500,000 and $2,300,000 in 1997, 1996 and 1995, respectively. Cash receipts on impaired loans on non-accrual status are generally applied to the principal balance. Interest income recognized on impaired loans in 1997, 1996 and 1995 was approximately $165,000, $130,000 and $70,000, respectively. Certain impaired loans with a balance of approximately $1,300,000, $2,300,000 and $700,000 had specific allocations of the allowance for loan losses calculated in accordance with SFAS #114 totaling approximately $200,000, $500,000 and $250,000 at December 31, 1997, 1996 and 1995, respectively. The Banks capitalized approximately $583,000 and $370,000 of servicing rights relating to loans that were originated and sold during the years ended December 31, 1997 and 1996, respectively. Amortization of capitalized servicing rights during those years was $131,000 and $56,000, respectively. The fair value of capitalized servicing rights approximated the book value of $764,000 at December 31, 1997, therefore no valuation allowance relating to impairment was considered necessary. The capitalized servicing rights relate to approximately $129,000,000 of loans sold and serviced at December 31, 1997. At December 31, 1997, 1996 and 1995, the Banks serviced loans totaling approximately $245,000,000, $181,000,000 and $124,000,000, respectively, for the benefit of third parties. NOTE 6 - PROPERTY AND EQUIPMENT A summary of property and equipment at December 31 follows:
1997 1996 - ------------------------------------------------------------------------------------ Land $ 3,067,000 $ 2,969,000 Buildings 18,182,000 15,109,000 Equipment 13,242,000 11,511,000 ------------------------------- 34,491,000 29,589,000 Accumulated depreciation and amortization (13,424,000) (11,127,000) ------------------------------- Property and equipment, net $ 21,067,000 $ 18,462,000 ===============================
NOTE 7 - DEPOSITS A summary of interest expense on deposits for the years ended December 31 follows:
1997 1996 1995 - ---------------------------------------------------------------------------------------------------------------------------------- Savings and NOW $ 8,480,000 $ 6,116,000 $ 5,515,000 Time deposits under $100,000 11,997,000 8,718,000 6,072,000 Time deposits of $100,000 or more 2,137,000 1,304,000 883,000 ------------------------------------------------ Total $ 22,614,000 $ 16,138,000 $ 12,470,000 ================================================
Aggregate time certificates of deposit and other time deposits in denominations of $100,000 or more amounted to $52,605,000, $31,053,000, and $19,497,000 at December 31, 1997, 1996 and 1995, respectively. A-22 23 Maturities of certificates of deposit at December 31, 1997 follow: - --------------------------------------------------------------------------------
1998 $176,794,000 1999 61,118,000 2000 20,430,000 2001 8,519,000 2002 and thereafter 5,479,000 ------------ Total $272,340,000 ============
NOTE 8 - OTHER BORROWINGS A summary of other borrowings at December 31 follows:
1997 1996 - ------------------------------------------------------------------------------------------------------------------------------------ Advances from Federal Home Loan Bank $ 145,954,000 $ 111,000,000 Notes payable 12,000,000 14,000,000 U.S. Treasury demand notes 1,450,000 1,858,000 Repurchase agreements 7,772,000 8,424,000 Other 9,000 12,000 ---------------------------------- Total $ 167,185,000 $ 135,294,000 ==================================
Advances from the Federal Home Loan Bank ("FHLB") at December 31, 1997 and 1996, are secured by the Banks' unencumbered qualifying mortgage loans as well as U.S. Treasury and government agency securities equal to at least 160% of outstanding advances. Interest expense on advances amounted to $7,877,000, $6,757,000 and $3,836,000 for the years ending December 31, 1997, 1996 and 1995, respectively. As members of the FHLB system, the Banks must own FHLB stock equal to the greater of 1.0% of the unpaid principal balances of residential mortgage loans, 0.3% of its total assets, or 5.0% of its outstanding advances. At December 31, 1997, the Banks were in compliance with the FHLB stock ownership requirements. Maturities and weighted average interest rates at December 31 follow:
1997 1996 AMOUNT RATE AMOUNT RATE - --------------------------------------------------------------------------------------------------------------------------- Fixed rate advances 1997 $ 46,000,000 5.92% 1998 $ 42,000,000 5.97% 36,000,000 5.98 1999 26,059,000 5.98 8,000,000 6.07 2000 10,895,000 6.03 ---------------------------------------------------------- Total fixed rate advances 78,954,000 5.98 90,000,000 5.96 ---------------------------------------------------------- Variable rate advances 1997 12,000,000 5.47 1998 46,000,000 5.74 9,000,000 5.52 1999 5,000,000 5.83 2000 16,000,000 5.70 ---------------------------------------------------------- Total variable rate advances 67,000,000 5.74 21,000,000 5.49 ---------------------------------------------------------- Total advances $ 145,954,000 5.87% $ 111,000,000 5.87% =========================================================
The Company has established a $17,000,000 unsecured credit facility comprised of a $10,000,000 five-year term loan, payable in equal quarterly installments and a $7,000,000 revolving credit agreement. At December 31, 1997, the term note had an unpaid principal balance of $7,000,000 and the revolving credit facility had an unpaid principal balance of $5,000,000. The term note and the revolving credit facility accrue interest at LIBOR, plus 1.00% and federal funds, plus .75%, respectively. Maturities of the notes payable at December 31, 1997 follow: - --------------------------------------------------------------------------------
1998 $ 7,000,000 1999 2,000,000 2000 2,000,000 2001 1,000,000 ------------ Total $ 12,000,000 ============
A-23 24 NOTE 9 - GUARANTEED PREFERRED BENEFICIAL INTERESTS IN COMPANY'S SUBORDINATED DEBENTURES On December 13, 1997, IBC Capital Finance, a trust subsidiary of the Company, completed the public offering of 690,000 shares of cumulative trust preferred securities ("Preferred Securities") with a liquidation preference of $25 per security. The proceeds of the offering were loaned to the Company in exchange for subordinated debentures with terms that are similar to the Preferred Securities. Distributions on the securities are payable quarterly at the annual rate of 9.25% of the liquidation preference and are included in interest expense in the consolidated financial statements. The Preferred Securities are subject to mandatory redemption at the liquidation preference, in whole or in part, upon repayment of the subordinated debentures at maturity or their earlier redemption. The subordinated debentures are redeemable prior to the maturity date of December 31, 2026, at the option of the Company on or after December 31, 2001, in whole at any time or in part from time to time. The subordinated debentures are also redeemable at any time, in whole, but not in part, upon the occurrence of specific events defined within the trust indenture. The Company has the option to defer distributions on the subordinated debentures from time to time for a period not to exceed 20 consecutive quarters. NOTE 10 - EARNINGS PER SHARE The Company adopted Statement of Financial Accounting Standards No. 128, "Earnings Per Share," ("SFAS #128") effective December 31, 1997. SFAS #128 replaced primary earnings per share ("Primary") and fully diluted earnings per share ("Fully Diluted") with basic earnings per share ("Basic") and diluted earnings per share ("Diluted"). This statement requires a dual presentation and reconciliation of Basic and Diluted. Basic, unlike Primary, excludes any dilution from common stock equivalents, while Diluted, like Fully Diluted, reflects the potential dilution of all common stock equivalents. A reconciliation of basic and diluted earnings per share for the years ended December 31 follows:
1997 1996 1995 - ---------------------------------------------------------------------------------------------------------------------------------- Basic earnings per share Net income $ 8,924,000 $ 7,852,000 $ 6,810,000 =============================================== Shares outstanding 4,574,000 4,503,000 4,483,000 =============================================== Per share amount $ 1.95 $ 1.74 $ 1.52 =============================================== Diluted earnings per share Net income $ 8,924,000 $ 7,852,000 $ 6,810,000 =============================================== Shares outstanding 4,574,000 4,503,000 4,483,000 Effect of dilutive securities - stock options 53,000 39,000 24,000 ----------------------------------------------- 4,627,000 4,542,000 4,507,000 =============================================== Per share amount $ 1.93 $ 1.73 $ 1.51 ===============================================
NOTE 11 - FEDERAL INCOME TAX The composition of federal income tax expense for the years ended December 31 follows:
1997 1996 1995 - ---------------------------------------------------------------------------------------------------------------------------------- Current $ 3,987,000 $ 3,508,000 $ 3,908,000 Deferred (352,000) (230,000) (1,208,000) ----------------------------------------------- Federal income tax expense $ 3,635,000 $ 3,278,000 $ 2,700,000 ===============================================
A-24 25 A reconciliation of federal income tax expense to the amount computed by applying the statutory federal income tax rate of 35% in 1997 and 34% in 1996 and 1995, to income before federal income tax for the years ended December 31 follows:
1997 1996 1995 - ---------------------------------------------------------------------------------------------------------------------------------- Statutory rate applied to income before federal income tax $ 4,396,000 $ 3,784,000 $ 3,233,000 Tax-exempt interest income (906,000) (698,000) (587,000) Amortization of goodwill 226,000 150,000 54,000 Other, net (81,000) 42,000 ----------------------------------------------- Federal income tax expense $ 3,635,000 $ 3,278,000 $ 2,700,000 ===============================================
The deferred federal income tax benefit of $352,000, $230,000 and $1,208,000 in 1997, 1996 and 1995, respectively, resulted from the tax effect of temporary differences. There was no impact for changes in tax laws and rates or changes in the valuation allowance for deferred tax assets. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31 follow:
1997 1996 - ----------------------------------------------------------------------------------------------------------------------------------- Deferred tax assets Allowance for loan losses $ 1,965,000 $ 1,534,000 Deferred compensation 778,000 691,000 Purchase discounts 376,000 427,000 Deferred loan fees 218,000 316,000 Deferred credit life premiums 125,000 145,000 Other 683,000 836,000 ---------------------------- Gross deferred tax assets 4,145,000 3,949,000 ---------------------------- Deferred tax liabilities Unrealized gain on securities available for sale 863,000 531,000 Fixed assets 327,000 483,000 ---------------------------- Gross deferred tax liabilities 1,190,000 1,014,000 ---------------------------- Net deferred tax assets $ 2,955,000 $ 2,935,000 ============================
NOTE 12 - EMPLOYEE BENEFIT PLANS The Company maintains stock option plans for certain employees of the Company and subsidiaries and for non-employee directors of the Company. An aggregate of 571,430 shares of common stock has been authorized for issuance under the plans. Options granted under these plans are exercisable not earlier than one year after the date of grant, at a price equal to the fair market value of the common stock on the date of grant, and expire five years after the date of grant. On January 1, 1996, the Company adopted Statement of Financial Standards No. 123, "Accounting for Stock-Based Compensation," ("SFAS #123"). SFAS #123 encourages companies to adopt a fair value method of accounting for stock compensation plans. Companies that do not adopt a fair value method are required to make pro-forma disclosures of net income and earnings per share as if they had adopted the fair value accounting method. The Company has elected the pro-forma disclosure method. The per share weighted-average fair value of stock options granted in 1997 and 1996 was obtained using the Black Scholes options pricing model. A summary of the assumptions used and values obtained follows:
1997 1996 - ----------------------------------------------------------------------------------------------------------------------------------- Expected dividend yield 2.86% 3.64% Risk free interest rate 6.76 6.53 Expected life 5 years 5 years Expected volatility .14414 .16262 Per share weighted-average fair value $4.65 $2.95
A-25 26 The Company applies APB Opinion No. 25 in accounting for its plans and, accordingly, no compensation cost has been recognized for its stock options in the financial statements. The following table summarizes the impact on the Company's net income had compensation cost included the estimated fair value of options at the grant date:
1997 1996 - ---------------------------------------------------------------------------------------------------------------------------------- Net income As reported $ 8,924,000 $ 7,852,000 Pro-forma 8,747,000 7,762,000 Net income per share Basic As reported $ 1.95 $ 1.74 Pro-forma 1.91 1.72 Diluted As reported $ 1.93 $ 1.73 Pro-forma 1.89 1.71
A summary of outstanding stock option grants and transactions follows:
NUMBER AVERAGE OF EXERCISE SHARES PRICE - ----------------------------------------------------------------------------------------------------------------------------------- Outstanding at January 1, 1995 102,449 $ 10.73 Granted 41,675 14.33 Exercised (13,284) 10.30 Forfeited (1,736) 14.11 ------------------------- Outstanding at December 31, 1995 129,104 11.89 Granted 46,222 17.28 Exercised (5,209) 11.42 Forfeited (1,736) 17.23 ------------------------- Outstanding at December 31, 1996 168,381 13.33 Granted 57,566 24.60 Exercised (45,503) 10.55 ------------------------- Outstanding at December 31, 1997 180,444 $ 17.63 =========================
At December 31, 1997, the range of exercise prices of outstanding options was $11.52 to $24.60. The Company has a 401(k) and an employee stock ownership plan covering substantially all full-time employees of the Company and subsidiaries. The Company matches employee contributions to the 401(k) up to a maximum of 3% of participating employees' eligible wages. Contributions to the employee stock ownership plan are determined annually and require approval of the Company's Board of Directors. For the years ended December 31, 1997, 1996 and 1995, $1,157,000, $850,000 and $704,000 respectively, was expensed for these retirement plans. Officers of the Company and subsidiaries participate in various performance-based compensation plans. The Incentive Share Grant Plan provides that the Board of Directors, at its sole discretion, may award restricted shares of common stock to the participants in the Management Incentive Compensation Plan in lieu of cash bonuses. The market value of such incentive shares at the date of grant must equal twice the amount of the cash incentive otherwise payable. Shares of common stock issued pursuant to the Incentive Share Grant Plan vest over four years. For the years ended December 31, 1997, 1996 and 1995, amounts expensed for all incentive plans totaled $1,338,000, $1,026,000, and $876,000, respectively. The Company also provides certain health care and life insurance programs to substantially all full-time employees. These insurance programs are available to retired employees at their expense. NOTE 13 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK In the normal course of business, the Banks enter into financial instruments with off-balance sheet risk to meet the financing needs of customers or to reduce exposure to fluctuations in interest rates. These financial instruments may include commitments to extend credit, standby letters of credit and interest rate derivatives. Financial instruments involve varying degrees of credit and interest rate risk in excess of amounts reflected in the consolidated balance sheets. Exposure to credit risk in the event of non-performance by the counterparties to the financial instruments for loan commitments to extend credit and letters of credit is represented by the contractual amounts of those instruments. Management does not, however, anticipate material losses as a result of these financial instruments. A-26 27 A summary of financial instruments with off-balance sheet risk at December 31 follows:
1997 1996 - ---------------------------------------------------------------------------------------------------------------------------------- Financial instruments whose risk is represented by contract amounts Commitments to extend credit $ 85,738,000 $ 58,827,000 Standby letters of credit 2,793,000 2,182,000 Interest rate derivative financial instruments Interest rate cap agreements Notional amount $ 28,000,000 $ 9,000,000 Strike 6.71% 7.00% Weighted average maturity 2.3 years 2.3 years Amortized cost $ 168,000 $ 83,000 Fair value 87,000 70,000 Interest rate collar agreements Notional amount $ 10,000,000 Cap strike 6.42% Floor strike 5.71 Weighted average maturity 2.7 years Fair value $ (10,000)
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 generally require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the commitment amounts do not represent future cash requirements. Commitments are issued subject to similar underwriting standards, including collateral requirements, as are generally involved in the extension of credit facilities. Standby letters of credit are written conditional commitments issued to guarantee the performance of a customer to a third party, primarily public and private borrowing arrangements. Standby letters of credit generally extend for periods of less than one year. The credit risk involved in such transactions is essentially the same as that involved in extending loan facilities and, accordingly, standby letters of credit are issued subject to similar underwriting standards, including collateral requirements, as are generally involved in the extension of credit facilities. NOTE 14 - RELATED PARTY TRANSACTIONS Certain directors and executive officers of the Company and the Banks, including companies in which they are officers or have significant ownership, were loan customers of the Banks during 1997 and 1996. A summary of loans to directors and executive officers whose borrowing relationship exceeds $60,000, and to entities in which they own a 10% or more voting interest for the years ended December 31 follows:
1997 1996 - --------------------------------------------------------------------------------------------------------------------------------- Balance at beginning of period $ 3,944,000 $ 4,687,000 New loans and advances 3,481,000 3,413,000 Repayments (3,961,000) (4,156,000) ------------------------------- Balance at end of period $ 3,464,000 $ 3,944,000 ===============================
NOTE 15 - OTHER OPERATING EXPENSES Other operating expenses for the years ended December 31 follow:
1997 1996 1995 - ---------------------------------------------------------------------------------------------------------------------------------- Amortization of intangible assets $ 1,523,000 $ 583,000 $ 273,000 Computer processing 1,340,000 1,063,000 818,000 Advertising 1,329,000 827,000 344,000 Communications 1,280,000 1,007,000 791,000 Supplies 1,019,000 804,000 561,000 Loan and collection 939,000 663,000 1,030,000 State taxes 824,000 638,000 537,000 Other 3,280,000 2,685,000 2,292,000 --------------------------------------------------- Total $ 11,534,000 $ 8,270,000 $ 6,646,000 ===================================================
A-27 28 NOTE 16 - REGULATORY MATTERS Capital guidelines adopted by Federal and State regulatory agencies and restrictions imposed by law limit the amount of cash dividends the Banks can pay to the Company. At December 31, 1997, using the most restrictive of these conditions for each Bank, the aggregate cash dividends that the Banks can pay the Company without prior approval is approximately $30,900,000. It is not the intent of Management to have dividends paid in amounts which would reduce the capital of the Banks to levels below those which are considered prudent by Management and in accordance with guidelines of regulatory authorities. The Company and the Banks are also subject to various regulatory capital requirements. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly discretionary, actions by regulators that could have a material effect on the Company's financial statements. Under capital adequacy guidelines, the Company and the Banks must meet specific capital requirements that involve quantitative measures as well as qualitative judgments by the regulators. Quantitative measures established by regulation to ensure capital adequacy require minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets and Tier 1 capital to average assets. Actual capital amounts and ratios for the Company and the Banks at December 31 follow:
MINIMUM RATIOS MINIMUM RATIOS FOR FOR ADEQUATELY WELL-CAPITALIZED ACTUAL CAPITALIZED INSTITUTIONS INSTITUTIONS - ----------------------------------------------------------------------------------------------------------------------------------- AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO - ----------------------------------------------------------------------------------------------------------------------------------- 1997 Total capital to risk-weighted assets Consolidated $ 66,332,000 9.91% $ 53,561,000 8.00% $ 66,951,000 10.00% Independent Bank 25,409,000 10.76 18,887,000 8.00 23,608,000 10.00 Independent Bank West Michigan 17,122,000 10.56 12,975,000 8.00 16,218,000 10.00 Independent Bank South Michigan 11,815,000 10.97 8,619,000 8.00 10,774,000 10.00 Independent Bank East Michigan 18,129,000 11.41 12,711,000 8.00 15,889,000 10.00 Tier 1 capital to risk-weighted assets Consolidated $ 58,662,000 8.76% $ 26,781,000 4.00% $ 40,171,000 6.00% Independent Bank 22,693,000 9.61 9,443,000 4.00 14,165,000 6.00 Independent Bank West Michigan 15,240,000 9.40 6,487,000 4.00 9,731,000 6.00 Independent Bank South Michigan 10,467,000 9.72 4,310,000 4.00 6,464,000 6.00 Independent Bank East Michigan 16,540,000 10.41 6,356,000 4.00 9,533,000 6.00 Tier 1 capital to average assets Consolidated $ 58,662,000 6.13% $ 38,286,000 4.00% $ 47,857,000 5.00% Independent Bank 22,693,000 6.75 13,456,000 4.00 16,820,000 5.00 Independent Bank West Michigan 15,240,000 6.77 9,006,000 4.00 11,258,000 5.00 Independent Bank South Michigan 10,467,000 6.87 6,098,000 4.00 7,622,000 5.00 Independent Bank East Michigan 16,540,000 6.91 9,568,000 4.00 11,960,000 5.00 1996 Total capital to risk-weighted assets Consolidated $ 57,094,000 10.26% $ 44,502,000 8.00% $ 55,628,000 10.00% Independent Bank 24,935,000 11.84 16,847,000 8.00 21,059,000 10.00 Independent Bank West Michigan 15,492,000 11.68 10,607,000 8.00 13,259,000 10.00 Independent Bank South Michigan 10,431,000 11.73 7,115,000 8.00 8,894,000 10.00 Independent Bank East Michigan 15,567,000 12.38 10,058,000 8.00 12,573,000 10.00 Tier 1 capital to risk-weighted assets Consolidated $ 50,140,000 9.01% $ 22,251,000 4.00% $ 33,377,000 6.00% Independent Bank 22,310,000 10.59 8,424,000 4.00 12,635,000 6.00 Independent Bank West Michigan 13,833,000 10.43 5,303,000 4.00 7,955,000 6.00 Independent Bank South Michigan 9,318,000 10.48 3,563,000 4.00 5,336,000 6.00 Independent Bank East Michigan 14,248,000 11.33 5,029,000 4.00 7,544,000 6.00 Tier 1 capital to average assets Consolidated $ 50,140,000 6.31% $ 31,774,000 4.00% $ 39,718,000 5.00% Independent Bank 22,310,000 6.71 13,294,000 4.00 16,617,000 5.00 Independent Bank West Michigan 13,833,000 6.83 8,098,000 4.00 10,122,000 5.00 Independent Bank South Michigan 9,318,000 7.07 5,274,000 4.00 6,593,000 5.00 Independent Bank East Michigan 14,248,000 10.42 5,472,000 4.00 6,840,000 5.00
A-28 29 NOTE 17 - FAIR VALUES OF FINANCIAL INSTRUMENTS Most of the Company's assets and liabilities are considered financial instruments. Many of these financial instruments lack an available trading market and it is the Company's general practice and intent to hold the majority of its financial instruments to maturity. Significant estimates and assumptions were used to determine the fair value of financial instruments. These estimates are subjective in nature, involving uncertainties and matters of judgment, and therefore, fair values cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Estimated fair values have been determined using available data and methodology that is considered suitable for each category of financial instrument. For instruments with floating interest rates which reprice frequently and without significant credit risk, it is presumed that estimated fair values approximate the recorded book balances. Financial instrument assets actively traded in a secondary market, such as securities, have been valued using quoted market prices while recorded book balances have been used for cash and due from banks and federal funds sold. The fair value of loans is calculated by discounting estimated future cash flows using estimated market discount rates that reflect credit and interest-rate risk inherent in the loans. Financial instruments with a stated maturity, such as certificates of deposit, have been valued based on the discounted value of contractual cash flows using a discount rate approximating current market rates for liabilities with a similar maturity. Financial instrument liabilities without a stated maturity, such as demand deposits, savings, NOW and money market accounts, have a fair value equal to the amount payable on demand. The estimated fair values and recorded book balances at December 31 follow:
1997 1996 ESTIMATED RECORDED ESTIMATED RECORDED FAIR BOOK FAIR BOOK VALUE BALANCE VALUE BALANCE - ------------------------------------------------------------------------------------------------------------------------------------ (in thousands) ASSETS Cash and due from banks $ 30,400 $ 30,400 $ 40,600 $ 40,600 Federal funds sold 10,000 10,000 Securities available for sale 110,800 110,800 136,900 136,900 Securities held to maturity 23,400 22,500 27,600 26,800 Net loans and loans held for sale 767,700 758,300 618,000 614,300 LIABILITIES Deposits with no stated maturity $ 428,100 $ 428,100 $ 412,300 $ 412,300 Deposits with stated maturity 274,000 272,300 262,000 260,200 Other borrowings 214,400 212,400 136,600 137,000
The fair values for commitments to extend credit and standby letters of credit are estimated to approximate their aggregate book balance. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale the entire holdings of a particular financial instrument. Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business, the value of future earnings attributable to off-balance sheet activities and the value of assets and liabilities that are not considered financial instruments. Fair value estimates for deposit accounts do not include the value of the substantial core deposit intangible asset resulting from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market. A-29 30 NOTE 18 - INDEPENDENT BANK CORPORATION (PARENT COMPANY ONLY) FINANCIAL INFORMATION Presented below are condensed financial statements for the parent company.
CONDENSED STATEMENTS OF FINANCIAL CONDITION DECEMBER 31, 1997 1996 - ---------------------------------------------------------------------------------------------------------------------------------- ASSETS Cash and due from banks $ 3,394,000 $ 2,974,000 Investment in subsidiaries 85,080,000 81,057,000 Other assets 3,304,000 2,116,000 -------------------------------- Total Assets $ 91,778,000 $ 86,147,000 ================================ LIABILITIES AND SHAREHOLDERS' EQUITY Notes payable $ 12,000,000 $ 14,000,000 Subordinated debentures 17,783,000 17,783,000 Other liabilities 2,479,000 2,528,000 Shareholders' equity 59,516,000 51,836,000 -------------------------------- Total Liabilities and Shareholders' Equity $ 91,778,000 $ 86,147,000 ================================
CONDENSED STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1997 1996 1995 - --------------------------------------------------------------------------------------------------------------------------------- OPERATING INCOME Dividends from subsidiaries $ 7,400,000 $ 4,425,000 $ 4,500,000 Management fees from subsidiaries and other income 6,755,000 5,073,000 4,248,000 --------------------------------------------------- Total Operating Income 14,155,000 9,498,000 8,748,000 --------------------------------------------------- OPERATING EXPENSES Interest expense 2,542,000 546,000 Administrative and other expenses 7,871,000 6,348,000 5,226,000 --------------------------------------------------- Total Operating Expenses 10,413,000 6,894,000 5,226,000 --------------------------------------------------- Income Before Federal Income Tax and Undistributed Net Income of Subsidiaries 3,742,000 2,604,000 3,522,000 Federal income tax credit 1,188,000 568,000 320,000 --------------------------------------------------- Income Before Equity in Undistributed Net Income of Subsidiaries 4,930,000 3,172,000 3,842,000 Equity in undistributed net income of subsidiaries 3,994,000 4,680,000 2,968,000 --------------------------------------------------- Net Income $ 8,924,000 $ 7,852,000 $ 6,810,000 ===================================================
A-30 31
CONDENSED STATEMENTS OF CASH FLOWS YEAR ENDED DECEMBER 31, 1997 1996 1995 - ---------------------------------------------------------------------------------------------------------------------------------- Net Income $ 8,924,000 $ 7,852,000 $ 6,810,000 --------------------------------------------------- ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH FROM OPERATING ACTIVITIES Depreciation, amortization of intangible assets and premiums, and accretion of discounts on securities and loans 437,000 336,000 297,000 (Increase) decrease in other assets (203,000) 426,000 (604,000) Increase in other liabilities 478,000 688,000 599,000 Equity in undistributed net income of subsidiaries (3,994,000) (4,680,000) (2,968,000) --------------------------------------------------- Total Adjustments (3,282,000) (3,230,000) (2,676,000) --------------------------------------------------- Net Cash from Operating Activities 5,642,000 4,622,000 4,134,000 --------------------------------------------------- CASH FLOW FROM INVESTING ACTIVITIES Purchase of securities available for sale (23,000) Capital expenditures (807,000) (1,110,000) (127,000) Investment in subsidiaries (31,352,000) Proceeds from sale of property and equipment 36,000 --------------------------------------------------- Net Cash from Investing Activities (807,000) (32,485,000) (91,000) --------------------------------------------------- CASH FLOW FROM FINANCING ACTIVITIES Proceeds from short-term borrowings 5,000,000 Proceeds from long-term debt 10,000,000 Proceeds from issuance of subordinated debentures 16,753,000 Repayment of long-term debt (2,000,000) (1,000,000) Dividends paid (3,186,000) (2,736,000) (2,392,000) Proceeds from issuance of common stock 771,000 59,000 138,000 Repurchase of common stock (893,000) --------------------------------------------------- Net Cash from Financing Activities (4,415,000) 28,076,000 (3,147,000) --------------------------------------------------- Net Increase in Cash and Cash Equivalents 420,000 213,000 896,000 Cash and Cash Equivalents at Beginning of Period 2,974,000 2,761,000 1,865,000 --------------------------------------------------- Cash and Cash Equivalents at End of Period $ 3,394,000 $ 2,974,000 $ 2,761,000 ===================================================
A-31 32 QUARTERLY SUMMARY
REPORTED SALE PRICES OF COMMON SHARES CASH DIVIDENDS 1997 1996 DECLARED ---------------------------------------------------------------------------------------- HIGH LOW CLOSE HIGH LOW CLOSE 1997 1996 - ----------------------------------------------------------------------------------------------------------------------------------- First quarter $25.00 $21.25 $24.25 $17.13 $15.75 $17.00 $ .18 $ .16 Second quarter 27.88 24.00 27.25 17.75 16.50 17.13 .18 .16 Third quarter 31.88 27.13 31.00 18.38 17.13 17.63 .18 .16 Fourth quarter 40.50 31.38 40.50 22.38 17.75 21.63 .19 .17
The Company has approximately 1,900 holders of record of its common stock. The common stock trades on the Nasdaq stock market under the symbol "IBCP". The prices shown above are supplied by Nasdaq and reflect the inter-dealer prices and may not include retail markups, markdowns or commissions. There may have been transactions or quotations at higher or lower prices of which the Company is not aware. In addition to the provisions of the Michigan Business Corporations Act, the Company's ability to pay dividends is limited by its ability to obtain funds from the Banks and by regulatory capital guidelines applicable to the Company. (See note 16 to the Consolidated Financial Statements.) QUARTERLY FINANCIAL DATA A summary of selected quarterly results of operations for the years ended December 31 follows:
THREE MONTHS ENDED MARCH JUNE SEPTEMBER DECEMBER 31, 30, 30, 31, - ---------------------------------------------------------------------------------------------------------------------------------- (unaudited) 1997 Interest income $ 17,846,000 $ 19,155,000 $ 20,001,000 $ 20,412,000 Net interest income 9,877,000 10,477,000 11,004,000 11,281,000 Provision for loan losses 321,000 321,000 461,000 647,000 Income before income tax expense 3,004,000 3,077,000 3,199,000 3,279,000 Net income 2,134,000 2,194,000 2,275,000 2,321,000 Net income per common share Basic $ .46 $ .48 $ .50 $ .51 Diluted .46 .48 .49 .50 1996 Interest income $12,388,000 $ 13,909,000 $ 16,301,000 $ 16,887,000 Net interest income 7,371,000 8,401,000 9,278,000 9,622,000 Provision for loan losses 207,000 482,000 253,000 291,000 Income before income tax expense 2,681,000 2,801,000 2,803,000 2,845,000 Net income 1,890,000 1,952,000 1,977,000 2,033,000 Net income per common share Basic $ .41 $ .43 $ .44 $ .46 Diluted .41 .43 .44 .45
A-32 33 SHAREHOLDER INFORMATION HOW TO ORDER FORM 10-K Shareholders may obtain, without charge, a copy of Form 10-K, the 1997 Annual Report to the Securities and Exchange Commission, by writing to William R. Kohls, Chief Financial Officer, Independent Bank Corporation, P.O. Box 491, Ionia, Michigan 48846. PRESS RELEASES The Company's press releases, including earnings and dividend announcements, are available via facsimile by calling #800/758-5804 and entering 436425. Press releases are also available on the World Wide Web via PR Newswire's Company News On Call (http://www.prnewswire.com). NOTICE OF ANNUAL MEETING The Company's Annual Meeting of Shareholders will be held at 3:00 p.m. on April 21, 1998, in the Ionia Theater located at 205 West Main Street, Ionia, Michigan, 48846. TRANSFER AGENT AND REGISTRAR State Street Bank & Trust Company, (P.O. Box 8200, Boston, Massachusetts 02266-8200, #800/426-5523) serves as transfer agent and registrar of the Company's common stock. DIVIDEND REINVESTMENT The Company maintains an Automatic Dividend Reinvestment and Stock Purchase Plan which provides an opportunity for shareholders of record to reinvest cash dividends into the Company's common stock. Optional cash purchases up to $2,500 per quarter are also permitted. A prospectus is available by writing to the Company's Chief Financial Officer. MARKET MAKERS Registered market makers at December 31, 1997 follow: Chicago Capital, Inc. Howe, Barnes Investments, Inc. The Chicago Corporation Robert W. Baird & Co., Inc. First of Michigan Corporation Roney & Company Herzog, Heine, Geduld, Inc. Stifel, Nicolaus & Co. EXECUTIVE OFFICERS AND DIRECTORS EXECUTIVE OFFICERS Charles C. Van Loan, President and Chief Executive Officer, Independent Bank Corporation Jeffrey A. Bratsburg, President and Chief Executive Officer, Independent Bank West Michigan Ronald L. Long, President and Chief Executive Officer, Independent Bank East Michigan Michael M. Magee, Jr., President and Chief Executive Officer, Independent Bank Edward B. Swanson, President and Chief Executive Officer, Independent Bank South Michigan William R. Kohls, Executive Vice President and Chief Financial Officer, Independent Bank Corporation DIRECTORS Keith E. Bazaire, President, Carter's Food Center, Inc., Retail Grocer, Charlotte Terry L. Haske, President, Ricker & Haske, C.P.A.s, P.C., Marlette Thomas F. Kohn, Chief Executive Officer, Belco Industries, Inc., Manufacturer, Belding Robert J. Leppink, President, Leppink's Inc., Retail Grocer, Belding Charles A. Palmer, Professor of Law, Cooley Law School, Lansing Charles C. Van Loan, President and Chief Executive Officer, Independent Bank Corporation, Ionia Arch V. Wright, Jr., President, Charlevoix Development Company, Real Estate Development, Charlevoix
A-33 EX-21 3 EXHIBIT 21 1 EXHIBIT 21 INDEPENDENT BANK CORPORATION Subsidiaries of the Registrant
State of Incorporation ---------------------- IBC Capital Finance Ionia, Michigan Delaware Independent Bank Ionia, Michigan Michigan Independent Bank West Michigan Rockford, Michigan Michigan Independent Bank South Michigan Leslie, Michigan Michigan Independent Bank East Michigan Caro, Michigan Michigan IBC Financial Services, Inc. (a subsidiary of Independent Bank) Ionia, Michigan Michigan Independent Title Services, Inc. (a subsidiary of Independent Bank, Independent Bank West Michigan, Independent Bank South Michigan and Independent Bank East Michigan) Rockford, Michigan Michigan
EX-23 4 EXHIBIT 23 1 [KPMG PEAT MARWICK LLP LETTERHEAD] EXHIBIT 23 The Board of Directors Independent Bank Corporation: We consent to incorporation by reference in the registration statements (No. 33-80088) on Form S-3 and (Nos. 333-32267 and 333-32269) on Forms S-8 of Independent Bank Corporation of our report dated February 2, 1998, relating to the consolidated statements of financial condition of Independent Bank Corporation and subsidiaries as of December 31, 1997, and 1996, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1997, which report is incorporated by reference in the December 31, 1997 annual report on Form 10-K of Independent Bank Corporation. /s/ KPMG Peat Marwick LLP East Lansing, Michigan March 13, 1998 EX-27 5 FDS
9 1,000 YEAR DEC-31-1997 DEC-31-1997 30,371 0 0 0 110,769 22,525 23,354 744,178 7,670 983,817 700,480 190,185 11,386 22,250 0 0 4,587 54,929 983,817 65,830 10,585 999 77,414 22,614 34,775 42,639 1,750 273 36,845 12,559 12,559 0 0 8,924 1.93 1.93 5.07 3,298 1,904 184 2,800 6,960 1,625 585 7,670 3,414 0 4,256
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