10-K405 1 k67935e10-k405.txt FORM 10-K FOR FISCAL YEAR END DECEMBER 31, 2001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 2-78178 SOUTHERN MICHIGAN BANCORP, INC. (Exact name of registrant as specified in its charter) Michigan 38-2407501 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 51 West Pearl Street Coldwater, Michigan 49036 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (517) 279-5500 Securities Registered under Section 12(b) of the Act: None Securities Registered under Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosures of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] The aggregate market value of the registrant's common stock, par value $2.50 per share (based on the last sale of the day) held by non-affiliates of the registrant as of March 1, 2002 was $22,904,411. For purposes of this computation, all executive officers, directors and 5% shareholders of the registrant have been assumed to be affiliates. Certain of such persons may disclaim that they are affiliates of the registrant. The number of shares outstanding of the registrant's common stock as of March 1, 2002 was 1,919,632 shares. PART I ITEM 1. BUSINESS Overview The registrant, Southern Michigan Bancorp, Inc. (the "Company"), is a registered bank holding company incorporated under the laws of the State of Michigan, headquartered in Coldwater, Michigan. The Company was formed in 1982 for the purpose of acquiring all of the outstanding shares of Southern Michigan National Bank, which it did in November 1982. In December 1992, Southern Michigan National Bank converted its charter to that of a Michigan state banking corporation and changed its name to, Southern Michigan Bank & Trust (the "Bank"), with its main office located at 51 West Pearl Street, Coldwater, Michigan 49036. The Bank operates eleven (11) branch offices in the primarily rural areas of Branch, Hillsdale, and Calhoun counties in southwestern Michigan. In addition to the operations of the Bank described below, the Company owns and leases certain real estate to the Bank and third parties (see Item 2. Properties below); and SMB&T Financial Services, Inc., a subsidiary of the Bank, has been established to provide insurance and investment services, which services currently consist of the sale of certain insurance products to the Bank and limited sales of insurance products to the public. None of such activities are significant to the operations of the Company. In August 2000, SMB Mortgage Company was established as a subsidiary of the Bank. At that time all residential mortgage loans held by the Bank and all residential mortgage loan applications in the pipeline were transferred to SMB Mortgage Company. All of the residential mortgage activities previously conducted by the Bank were undertaken by SMB Mortgage Company. Banking Services The Bank offers a full range of banking services to individuals, businesses, governmental entities, and other institutions. These services include checking, savings, and NOW accounts, time deposits, safe deposit facilities, and money transfers. The Bank's lending operations provide secured and unsecured commercial and personal loans, real estate loans, consumer installment loans, lines of credit, and accounts receivable financing. The Bank's Trust Department offers a wide variety of fiduciary services to individuals, businesses, not-for-profit organizations, and governmental entities, including services as trustee for personal, corporate, pension, profit sharing, and other employee benefit trusts. The Bank also provides security custodial services as an agent, acts as the personal representative for estates, and as a fiscal, paying and escrow agent for corporate customers and governmental entities. Residential mortgage loans are originated by SMB Mortgage Company. Some residential mortgage loans are retained by SMB Mortgage Company while others are sold to investors in the secondary market. When SMB Mortgage Company sells originated mortgage loans to investors, it makes a determination to either retain or sell the servicing rights to such loans. The Bank also offers securities brokerage services through an unaffiliated broker. The Bank maintains correspondent banking relationships with several larger banks, which correspondent relationships concern check clearing operations, transfer of funds, loan participations, the purchase and sale of federal funds, and other similar services. Competition The banking business in the Bank's market area is highly competitive. The Bank competes with other banks, savings and loan associations, credit unions, and finance companies. Banks and other financial institutions from surrounding areas maintain branches within the Bank's service area and offer additional competition. The Bank is also faced with increasing competition from non-depository financial intermediaries, such as large retailers, investment banks, and securities brokerage firms. 2 Supervision and Regulation General Bank holding companies and banks are highly regulated by both state and federal agencies. As a bank holding company, the Company is subject to supervision and regulation by the Federal Reserve Board (the "FRB") pursuant to the Bank Holding Company Act of 1956, as amended (the "BHCA"). The BHCA restricts the product range of a bank holding company by circumscribing the types of businesses it may own or acquire. The BHCA limits a bank holding company to owning and managing banks or companies engaged in activities determined by the FRB to be closely related to banking as to be a proper incident thereto. The BHCA requires a bank holding company to obtain the prior approval of the FRB before acquiring a nonbanking company, or substantially all of the assets of a bank or a bank holding company, or direct or indirect ownership or control of more than five percent of the voting shares of a bank or a bank holding company. Under FRB regulations, the Company is required to serve as a source of financial and managerial strength to the Bank and must conduct its operations in a safe and sound manner. The Bank is subject to regulation, supervision, and regular bank examinations by the Federal Deposit Insurance Corporation ("FDIC") and the Michigan Office of Financial and Insurance Services ("OFIS"). OFIS is the Bank's chartering authority and primary regulator. Under OFIS and FDIC regulations, the Bank is required to maintain reserves against its deposits and to maintain certain levels of capital and surplus. In addition, the Bank is subject to restrictions on the nature and amount of loans which may be made, the types and amounts of investments it may make, and certain limitations on the payment of dividends to its sole shareholder, the Company. Dividend Restrictions The Company's principal source of income consists of dividends paid by the Bank on its common stock (all of which is owned by the Company). Michigan law restricts the Bank's ability to pay dividends to its shareholder. Under the Michigan Banking Code of 1999, as amended, no dividend may be declared by the Bank in an amount greater than net income then on hand after deducting losses and bad debts. After payment of a dividend, the Bank must have a surplus amounting to not less than 20% of its capital. In addition, if the surplus of the Bank is less than the amount of its capital, before a dividend may be declared, the Bank must transfer to surplus not less than 10% of the net income of the Bank for the preceding 6 months in the case of quarterly or semiannual dividends or not less than 10% of its net profits for the preceding two consecutive 6 month periods in the case of annual dividends. Dividends cannot be paid from the Bank's capital or surplus. The payment of dividends by the Company and the Bank is also affected by various regulatory requirements and policies, such as the requirement to maintain adequate capital above regulatory guidelines. The "prompt corrective action" provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") impose further restrictions on the payment of dividends by insured banks which fail to meet specified capital levels and, in some cases, their parent bank holding companies. FDICIA generally prohibits a depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized (see "Capital Requirements"). These regulations and restrictions may limit the Company's ability to obtain funds from the Bank for the Company's cash needs, including funds for acquisitions, payments of dividends and interest, and the payment of operating expenses. Based on the Bank's balance sheet as of December 31, 2001, the Bank could pay a dividend to the Company in the amount of $7,015,000 without prior regulatory approval. The FDIC may prevent an insured bank from paying dividends if the bank is in default of payment of any assessment due to the FDIC. In addition, payment of dividends by a bank may be prevented by the 3 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. The FRB has issued a policy statement providing that bank holding companies and insured banks should generally only pay dividends out of current operating earnings. Federal Regulation The following is a summary of certain statutes and regulations affecting the Company and the Bank. This summary is qualified in its entirety by such statutes and regulations, which are subject to change based on pending and future legislation and action by regulatory agencies. Proposals to change the laws and regulations governing the operation of banks and companies which control banks and other financial institutions are frequently raised in Congress. The likelihood of any major legislation and the impact such legislation might have on the Company or the Bank are, however, impossible to predict. Gramm-Leach-Bliley Enacted late in 1999, the Gramm-Leach-Bliley Act ("Gramm-Leach-Bliley"), broadens the scope of financial services that banks may offer to consumers, essentially removing the barriers erected during the Depression that separated banks and securities firms, closes the loophole which permitted commercial enterprises to own and operate a thrift institution, and provides some new consumer protections with respect to privacy issues and ATM usage fees. Gramm-Leach-Bliley permits affiliations between banks, securities firms and insurance companies (which affiliations were previously prohibited under the Glass-Steagall Act). Under Gramm-Leach-Bliley, a bank holding company may qualify as a financial holding company and thereby offer expanded range of financial oriented products and services which products and services may not be offered by bank holding companies. To qualify as a financial holding company, a bank holding company's subsidiary depository institutions must be well-managed, well-capitalized and have received a "satisfactory" rating on its latest examination under the Community Reinvestment Act. Gramm-Leach-Bliley provides for some regulatory oversight by the Securities and Exchange Commission for bank holding companies engaged in certain activities, and reaffirms that insurance activities are to be regulated on the state level. States, however, may not prevent depository institutions and their affiliates from engaging in insurance activities. Commercial enterprises are no longer able to establish or acquire a thrift institution and thereby become a unitary thrift holding company. Thrift institutions may only be established or acquired by financial organizations. Gramm-Leach-Bliley provides new consumer protections with respect to the transfer and use of a consumer's nonpublic personal information and generally enables financial institution customers to "opt-out" of the dissemination of their personal financial information to unaffiliated third parties. ATM operators who charge a fee to non-customers for use of its ATM must disclose the fee on a sign placed on the ATM and before the transaction is made as a part of the on-screen display or by a paper notice issued by the machine. Riegle-Neal Prior to September 29, 1995, the BHCA prohibited a bank holding company from acquiring shares of any bank located outside the state in which the operations of the bank holding company's banking subsidiaries were primarily conducted unless the acquisition was specifically authorized by statute of the state of the bank whose shares were to be acquired. Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Riegle-Neal Act"), the restriction on interstate bank acquisitions was repealed effective September 29, 1995. The FRB is now generally authorized to approve bank acquisitions by out-of-state bank holding companies that are adequately capitalized and managed irrespective of the permissibility of such acquisition under state law, but subject to any state requirement that the bank has been organized and operating for a minimum period of time, not to exceed five (5) years. 4 Each State is permitted to prohibit interstate branch acquisitions (i.e., acquisition of a branch without acquisition of the entire target bank or the establishment of de novo branches) and to examine acquired and de novo branches of out-of-state banks with respect to compliance with certain host State laws. FDICIA In December 1991, FDICIA was enacted, substantially revising the bank regulatory and funding provisions of the Federal Deposit Insurance Act and making revisions to several other federal banking statutes. Among other things, FDICIA requires the federal banking agencies to take "prompt corrective action" in respect of depository institutions that do not meet minimum capital requirements. FDICIA establishes five capital tiers: "well-capitalized," "adequately capitalized," "undercapitalized," "significantly under capitalized" and "critically undercapitalized." A depository institution's capital tier will depend upon where its capital levels are in relation to various relevant capital measures, which will include a risk-based capital measure and a leverage ratio capital measure, and certain other factors. As of December 31, 2001, the Bank's capital ratios exceed the requirements to be considered a well-capitalized institution under FDIC regulation. FDICIA also contains a variety of other provisions that may affect the operations of depository institutions including reporting requirements, regulatory standards for real estate lending, "truth in savings" provisions, the requirement that a depository institution give 90 days prior notice to customers and regulatory authorities before closing any branch, and a prohibition on the acceptance or renewal of brokered deposits by depository institutions that are not well capitalized or are adequately capitalized and have not received a waiver from the FDIC. FIRREA Under the Financial Institutions Reform and Recovery and Enforcement Act of 1989 ("FIRREA"), a depository institution insured by the FDIC is liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC in connection with (i) the default of a commonly controlled FDIC-insured depository institution, or (ii) any assistance provided by the FDIC to any commonly controlled FDIC-insured depository institution "in danger of default." "Default" is defined generally as the appointment of a conservator or receiver and "in danger of default" is defined as the existence of certain conditions indicating that a default is likely to occur in the absence of regulatory assistance. Transactions with Affiliates and Insiders The Bank and the Company are affiliates of each other and, as such, are subject to certain federal restrictions with respect to loans and extensions of credit to the Company and other Company affiliates, investments in the Company's and its affiliates' securities, acceptance of such securities as collateral for loans to any borrowers, and leases, services and other agreements between the Bank and the Company. Additionally, regulations allow a bank to extend credit to the bank's and its affiliates' executive officers, directors, principal shareholders, and their related interests, only if the loan is made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with non-insiders, and if credit underwriting standards are followed that are no less stringent than those applicable to comparable transactions with non-insiders. Moreover, loans to insiders must not involve more than the normal risk of repayment or present other unfavorable features and must in certain circumstances be approved in advance by a majority of the entire board of directors of the Bank (and the interested party must abstain from participating directly or indirectly in the vote). The aggregate amount that can be lent to all insiders is limited to the Bank's unimpaired capital and surplus. 5 Deposit Insurance Deposits held by the Bank are insured, to the extent permitted by law, by the Bank Insurance Fund ("BIF") administered by the FDIC. As required under FDICIA, the FDIC has established a system of risk-based deposit insurance premiums. Under this system each insured institution's assessment is based on the probability that the BIF will incur a loss related to that institution, the likely amount of the loss, and the revenue needs of the BIF. Each financial institution is assigned to one of three capital groups -- well capitalized, adequately capitalized or undercapitalized -- and further assigned to one of three subgroups within a capital group, on the basis of supervisory evaluations by the institution's primary federal and, if applicable, state supervisors and other information relevant to the institution's financial condition and the risk posed to the applicable insurance fund. The assessment rate applicable to the bank in the future will depend in part upon the risk assessment classification assigned to the Bank by the FDIC and in part on the BIF assessment schedule adopted by the FDIC. FDIC regulations currently provide that premiums related to deposits assessed by the BIF are to be assessed at a rate of between 0 cents and 27 cents per $100 of deposits. Under the Deposit Insurance Funds Act of 1996, effective January 1, 1997, the Bank is required to pay, in addition to the BIF deposit insurance assessment, if any, the Financing Corporation ("FICO") assessment to service the interest on FICO bond obligations. FICO assessment rates may be adjusted quarterly to reflect a change in assessment base for the BIF. The current FICO annual assessment rate is 1.82 cents per $100 of deposits. Capital Requirements The FRB has imposed risk-based capital guidelines applicable to the Company. These guidelines require that bank holding companies maintain capital commensurate with both on and off balance sheet credit and other risks of their operations. Under the guidelines, a bank holding company must have a minimum ratio of total capital to risk-weighted assets ("Total Capital") of 8.0 percent. At least half of Total Capital must be composed of common shareholder's equity, qualifying perpetual preferred stock and minority interest in equity accounts of consolidated subsidiaries, less goodwill and certain other intangible assets ("Tier I Capital"). At December 31, 2001, the Company's Total Capital to risk-weighted assets was 12.0 percent, which is above the regulatory minimum requirements. In addition to risk-based capital requirements, the FRB has also imposed leverage capital ratio requirements. The leverage ratio requirements establish a minimum required ratio of Tier I Capital to total assets less goodwill of 3 percent for the bank holding companies having the highest regulatory rating. All other bank holding companies are required to maintain a minimum Tier I capital yielding a leverage ratio of 4 percent. The Company's Tier I Capital leverage ratio at December 31, 2001 was 8.3 percent. The Bank is also subject to risk-weighted capital standards and leverage measures which are similar, but in some cases not identical, to the requirements applicable to bank holding companies. At December 31, 2001, the Bank met all applicable capital requirements. Community Reinvestment Act Under the Community Reinvestment Act of 1977, as amended (the "CRA"), a financial institution is required to help meet the credit needs of its entire community, including low-income and moderate-income areas. The Bank's CRA rating is determined by evaluation of the Bank's lending, service and investment performance. The Federal banking agencies may take CRA compliance into account in an agency's review of applications for mergers, acquisitions, and to establish branches or facilities. 6 Monetary Policy and Economic Conditions The business of commercial banks, such as the Bank, is affected by monetary and fiscal policies of various regulatory agencies, including the FRB. Among the regulatory techniques available to the FRB are open market operations in United States Government securities, changing the discount rate for member bank borrowings, and imposing and changing the reserve requirement applicable to member bank deposits and to certain borrowings by member banks and their affiliates (including parent companies). These policies influence to a significant extent the overall growth and distribution of bank loans, investments and deposits and the interest rates charged on loans, as well as the interest rates paid on savings and time deposits. The monetary policies of the FRB have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. In view of constantly changing conditions in the national economy and the money market, as well as the effect of acts by the monetary and fiscal authorities, including the FRB, no definitive predictions can be made by the Company or the Bank as to future changes in interest rates, credit availability, deposit levels, or the effect of any such changes on the Company's or the Bank's operations and financial condition. Employees As of December 31, 2001, 143 persons were employed by the Bank; 121 were full time employees and 22 were part time employees. Selected Statistical Information The following tables describe certain aspects of the Company's business in statistical form. 7 I. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL The following are the average balance sheets for the years ending December 31: (Dollars in Thousands)
2 0 0 1 2 0 0 0 1 9 9 9 ---------------------------- -------------------------------- ------------------------------- Average Yield/ Average Yield/ Average Yield/ Balance Interest Rate Balance Interest Rate Balance Interest Rate ------- -------- ---- ------- -------- ---- ------- -------- ---- ASSETS Interest earning assets: Loans (A) (B) (C) $ 208,298 $ 18,490 8.9% $ 208,160 $ 20,131 $ 9.7% $ 178,906 $ 16,606 9.3% Taxable investment securities (D) 36,203 2,360 6.5 33,966 2,212 6.5 35,784 2,235 6.2 Tax-exempt investment securities (A) 18,698 1,306 7.0 18,210 1,376 7.6 22,716 1,715 7.6 Federal funds sold 767 36 4.7 548 23 4.2 2,154 107 5.0 --------- -------- ------- -------- -------- -------- Total interest earning assets 263,965 22,192 8.4 260,884 23,742 9.1 239,560 20,663 8.6 Non-interest earning assets: Cash and due from banks 22,327 11,858 12,679 Other assets 20,784 19,370 18,028 Less allowance for loan loss (1,854) (2,066) (2,161 --------- ----------- ------------- Total assets $ 305,223 $ 290,046 $ 268,106 ========= =========== ============= LIABILITIES AND SHAREHOLDERS' EQUITY Interest bearing liabilities: Demand deposits $ 89,282 2,323 2.6% $ 83,326 $ 3,274 3.9% $ 77,664 $ 2,482 3.2% Savings deposits 43,054 1,297 3.0 43,793 1,467 3.3 45,722 1,496 3.3 Time deposits 80,387 4,275 5.3 73,450 4,171 5.7 73,553 3,760 5.1 Federal funds purchased 28 2 7.1 4,337 281 6.5 2,044 97 4.7 Other borrowings 23,367 1,749 7.5 20,915 1,504 7.2 9,716 600 6.2 --------- ----------- ----------- ----------- ------------- -------- Total interest bearing liabilities 236,118 9,646 4.1 225,821 10,697 4.7 208,699 8,435 4.0 Non-interest bearing liabilities: Demand deposits 38,676 36,334 32,982 Other 2,715 2,854 1,261 Common stock subject to repurchase obligation 1,501 2,734 5,009 Shareholders' equity 26,214 22,303 20,155 --------- ----------- ------------- Total liabilities and shareholders' equity $ 305,223 $ 290,046 $ 268,106 ========= =========== ============= Net interest earnings $ 12,546 $ 13,045 $ 12,228 =========== =========== ======== Interest rate spread 4.3% 4.4% 4.6% Net yield on interest earning assets 4.8% 5.0% 5.1% ======== ====== ====
(A) Includes tax equivalent adjustment of interest (assuming a 34% tax rate) for securities and loans of $444,000 and $24,000, respectively for 2001; $468,000 and $29,000, respectively for 2000; and $583,000 and $29,000, respectively for 1999. (B) Average balance includes average nonaccrual loan balances of $1,543,000 in 2001; $745,000 in 2000; and $593,000 in 1999. (C) Interest income includes loan fees of $815,000 in 2001; $650,000 in 2000; and $663,000 in 1999. (D) Average balance includes average unrealized gain (loss) of $907,000 in 2001; $(515,000) in 2000; and $(104,000) in 1999 on available for sale securities. The yield was calculated without regard to this average unrealized gain (loss). 8 I. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (CONTINUED) (Dollars in Thousands) The following table sets forth for the periods indicated a summary of changes in interest income and interest expense, based upon a tax equivalent basis, resulting from changes in volume and changes in rates: Volume Variance - change in volume multiplied by the previous year's rate. Rate Variance - change in rate multiplied by the previous year's volume. Rate/Volume Variance - change in volume multiplied by the change in rate. This variance was allocated to volume variance and rate variance in proportion to the relationship of the absolute dollar amount of the change in each. Interest on non-taxable securities has been adjusted to a fully tax equivalent basis using a statutory tax rate of 34% in 2001, 2000 and 1999.
2001 Compared to 2000 2000 Compared to 1999 Increase (Decrease) Due To Increase (Decrease) Due To -------------------------- -------------------------- Interest income on: Volume Rate Net Volume Rate Net ------ ---- --- ------ ---- --- Loans $ 13 $ (1,654) $ (1,641) $ 2,806 $ 719 $ 3,525 Taxable investment securities 146 2 148 (116) 93 (23) Tax-exempt investment securities 36 (106) (70) (340) 1 (339) Federal funds sold 10 3 13 (70) (14) (84) --------- --------- --------- ---------- ---------- ---------- Total interest earning assets $ 205 $ (1,755) $ (1,550) $ 2,280 $ 799 $ 3,079 ========= ========== ========== ========= ========= ========= Interest expense on: Demand deposits $ 220 $ (1,171) $ (951) $ 191 $ 601 $ 792 Savings deposits (24) (146) (170) (64) 35 (29) Time deposits 379 (275) 104 (5) 416 411 Federal funds purchased (305) 26 (279) 139 45 184 Other borrowings 182 63 245 791 113 904 --------- --------- --------- --------- --------- --------- Total interest bearing liabilities $ 452 $ (1,503) $ (1,051) $ 1,052 $ 1,210 $ 2,262 ========= ========== ========== ========= ========= ========= Net interest income $ (247) $ (252) $ (499) $ 1,228 $ (411) $ 817 ========== ========== ========== ========= ========== =========
9 II. INVESTMENT PORTFOLIO (Dollars in Thousands) The following table sets forth the fair value and amortized cost of securities at December 31:
2 0 0 1 2 0 0 0 1 9 9 9 ------- ------- ------- Fair Amortized Fair Amortized Fair Amortized Value Cost Value Cost Value Cost ----- ---- ----- ---- ----- ---- U.S. Treasury and other U.S. Government agencies and corporations $ 21,476 $ 21,156 $ 19,163 $ 19,023 $ 15,541 $ 15,885 States and political subdivisions 30,322 30,098 22,737 22,575 28,411 28,529 Corporate securities 4,445 4,410 6,054 6,031 6,172 6,203 Other securities 5,288 5,262 3,521 3,566 4,105 4,201 --------- --------- --------- -------- -------- --------- Total investment securities $ 61,531 $ 60,926 $ 51,475 $ 51,195 $ 54,229 $ 54,818 ========= ========= ========= ======== ======== =========
The following table sets forth the amortized cost of debt securities by maturity (or anticipated call date, if earlier) and weighted average yield for each range of maturities at December 31, 2001:
-----------------------------------Maturing----------------------------------- Within One Year 1 to 5 Years 5 to 10 Years After 10 Years --------------- ------------ ------------- -------------- Amount Yield Amount Yield Amount Yield Amount Yield ------ ----- ------ ----- ------ ----- ------ ----- U.S. Treasury and other U.S. Government agencies and corporations $ 8,486 5.8% $ 12,670 4.7% $ - -% $ - -% States and political subdivisions (1) 8,588 5.1 17,233 4.3 2,027 5.3 2,250 6.5 Corporate securities 2,176 5.2 2,234 4.9 - - - - Other securities 343 4.4 893 5.2 237 5.7 - - --------- -------- --------- --------- Total (1) $ 19,593 5.4% $ 33,030 4.4% $ 2,264 5.3% $ 2,250 6.5% ========= ===== ======== ===== ========= ====== ========= ======
(1) Yields are not presented on a tax-equivalent basis. The weighted average interest rates are based on coupon rates for securities purchased at par value and on effective interest rates considering amortization or accretion if the securities were purchased at a premium or discount. Except as indicated and for U.S. Treasury and other U.S. Government agencies, total securities of any state (including all its political subdivisions) were less than 10% of shareholders' equity. At year-end 2001 and 2000, the amortized cost of securities issued by the state of Michigan and all its political subdivisions totaled $10,455,000 and $11,079,000 with an estimated market value of $10,563,000 and $11,511,000, respectively. 10 III. LOAN PORTFOLIO (Dollars in Thousands) Types of Loans The following table sets forth the classification of loans by major category at December 31:
2001 2000 1999 1998 1997 ---- ---- ---- ---- ---- Commercial, financial, and agricultural $ 130,903 $ 112,748 $ 96,758 $ 82,533 $ 74,819 Real estate mortgage (1) 59,514 70,246 63,423 51,567 50,057 Installment 22,118 31,411 33,190 29,203 33,865 ----------- ----------- ----------- ----------- ----------- Total loans $ 212,535 $ 214,405 $ 193,371 $ 163,303 $ 158,741 =========== =========== =========== =========== ===========
(1) Includes loans held for sale Maturities and Sensitivities of Loans to Changes in Interest Rates The following table sets forth the maturities of the loan portfolio at December 31, 2001. Also provided are the amounts due after one year classified according to interest rate sensitivity.
Within 1 1 to 5 After 5 Year (A) Years Years Total -------- ----- ----- ----- Commercial, financial, and agricultural $ 44,637 $ 69,452 $ 16,814 $ 130,903 Real estate mortgages 5,971 2,423 51,120 59,514 Installment 1,143 9,495 11,480 22,118 ----------- ----------- ----------- ----------- Total $ 51,751 $ 81,370 $ 79,414 $ 212,535 =========== =========== =========== =========== Loans maturing after one year with: Fixed interest rates $ 42,964 $ 16,747 Variable interest rates 38,406 62,667 ----------- ----------- Total $ 81,370 $ 79,414 =========== ===========
(A) Amounts include demand loans, loans having no stated schedule of repayments, or no stated maturity and overdrafts. Non-Performing Loans Non performing loans include nonaccrual and accruing loans past due 90 days or more. The following table sets forth the aggregate amount of non-performing loans in each of the following categories: 11
December 31 2001 2000 1999 1998 1997 ---- ---- ---- ---- ---- Non accrual loans: Commercial, financial and agricultural $ 1,853 $ 1,759 $ 306 $ 343 $ 1,026 Real estate mortgage 84 - 23 - - Installment - - - - 61 ----------- ----------- ----------- ----------- ----------- 1,937 1,759 329 343 1,087 Loans contractually past due 90 days or more: Commercial, financial, and agricultural 510 123 432 807 1,067 Real estate mortgage 223 277 134 161 630 Installment 36 55 34 120 966 ----------- ----------- ----------- ----------- ----------- 769 455 600 1,088 2,663 ----------- ----------- ----------- ----------- ----------- Total $ 2,706 $ 2,214 $ 929 $ 1,431 $ 3,750 =========== =========== =========== =========== =========== Percent of total loans outstanding 1.27% 1.03% .48% .88% 2.36% =========== ========== =========== =========== ==========
The accrual of interest income generally is discontinued when a loan becomes over 90 days past due as to principal or interest. When interest accruals are discontinued, interest credited to income in the current year and accrued interest from the prior year is reversed. Management may elect to continue the accrual of interest when: (1) the estimated net realizable value of collateral is sufficient to cover the principal balance and accrued interest; and (2) the loan is in the process of collection. Interest of $31,000 and $124,000 was realized on nonaccrual loans during 2001 and 2000, respectively. Under original terms for these loans, interest income which would have been recorded approximates $205,000 and $207,000 in 2001 and 2000, respectively. There are no loan commitments outstanding to extend credits to these customers. Potential Problem Loans At December 31, 2001, the Company had approximately $3,644,000 in commercial, financial, agricultural loans for which payments are presently current, but the borrowers are experiencing certain financial and/or operational difficulties. These loans are subject to frequent management review and their classification is reviewed on a monthly basis. At December 31, 2001, the Company had loans of $2,097,000 which were considered impaired, but were performing. All loans classified for regulatory purposes as loss, doubtful, substandard, or special mention have been included in the above disclosures. 12 IV. SUMMARY OF LOAN LOSS EXPERIENCE (Dollars in Thousands) The following table sets forth changes in the allowance for loan losses:
Year Ended December 31 2001 2000 1999 1998 1997 ---- ---- ---- ---- ---- Balance at beginning of year $ 2,096 $ 2,132 $ 2,026 $ 1,863 $ 1,814 Charge offs: Commercial, financial and agricultural (1,225) (512) (505) (227) (122) Installment (520) (406) (492) (352) (386) Real estate (20) (24) (53) - - ---------- ---------- --------- -------- --------- (1,765) (942) (1,050) (579) (508) Recoveries: Commercial, financial and agricultural 307 96 171 41 31 Installment 176 109 132 101 66 Real estate 1 1 1 - - --------- --------- -------- -------- --------- 484 206 304 142 97 --------- --------- -------- -------- --------- Net charge offs (1,281) (736) (746) (437) (411) Provision for loan losses 1,250 700 852 600 460 --------- --------- -------- -------- --------- Balance at end of year $ 2,065 $ 2,096 $ 2,132 $ 2,026 $ 1,863 ========= ========= ======== ======== ========= Average loans outstanding $ 208,298 $ 208,160 $178,906 $160,666 $ 158,193 ========= ========= ======== ======== ========= Ratio of net charge offs to average loans outstanding .61% .35% .42% .27% .26% ======= ======== ======== ======== ========
13 IV. SUMMARY OF LOAN LOSS EXPERIENCE (CONTINUED) Allocation of the Allowance for Loan Losses The Securities and Exchange Commission's guide to the presentation of statistical information provides for a break down of the allowance for loan losses into major loan categories. The Company allocates the allowance among the various categories through an analysis of the loan portfolio composition, prior loan loss experience, evaluation of those loans identified as being probable problems in collection, results of examination by regulatory agencies and current economic conditions. The entire allowance is available to absorb any losses without regard to the category or categories in which the charged off loans are classified. Even though such an allocation has inherent limitations, the Company has compiled the results of its various reviews and has made estimates of the risk which might be allocated to the respective loan categories. The following table sets forth the allocation of the allowance for loan losses at December 31:
--------2 0 0 1------- ------2 0 0 0------ -------1 9 9 9------- -------1 9 9 8-------- -------1 9 9 7----- ------- ------- ------- ------- ------- Percent of Percent of Percent of Percent of Percent of Loans in Loans in Loans in Loans in Loans in Each Each Each Each Each Category Category Category Category Category Of Total Of Total Of Total Of Total Of Total Allowance Loans Allowance Loans Allowance Loans Allowance Loans Allowance Loans --------- ----- --------- ----- --------- ----- --------- ----- --------- ----- Commercial, financial and agricultural $ 1,296 61.6% $ 1,236 52.6% $ 924 50.0% $ 777 50.5% $ 628 47.1% Real estate mortgage 30 28.0 35 32.8 127 32.8 103 31.6 98 31.0 Installment 231 10.4 325 14.6 601 17.2 521 17.9 321 21.9 Unallocated 508 - 500 - 480 - 625 - 816 - --------- ------ -------- ------ -------- ----- -------- ------ --------- ------ $ 2,065 100.0% $ 2,096 100.0% $ 2,132 100.0% $ 2,026 100.0% $ 1,863 100% ========= ====== ======== ====== ========= ===== ======== ====== ========= ======
The allowance for loan losses is maintained at a level which, in management's opinion, is adequate to absorb loan losses in the portfolio. In assessing the adequacy of the allowance, management reviews the characteristics of the loan portfolio in order to determine overall quality and risk profiles. Some factors considered by management in determining the level at which the allowance is maintained include a continuing evaluation of those loans identified as being subject to possible problems in collection, results of examination by regulatory agencies, current economic conditions, and historical loan loss experience. The increase in the 2001 provision for loan losses occurred to provide for increased charge offs, which included one loan totaling $673,000. Also contributing to the increase was increased impaired loans and higher delinquency rates. The 2000 provision was set at a level considered necessary to cover expected loan losses. The 1999, 1998 and 1997 provisions increased to provide for loan growth and increased charge-offs, primarily as a result of increased customer bankruptcies. 14 V. DEPOSITS (Dollars in Thousands) The following table sets forth the average amount of deposits and rates paid for deposits for the years ended December 31:
2 0 0 1 2 0 0 0 1 9 9 9 ------- ------- ------- Amount Rate Amount Rate Amount Rate ------ ---- ------ ---- ------ ---- Non interest bearing demand deposits $ 38,676 $ 36,334 $ 32,982 Interest bearing demand deposits 89,282 2.6% 83,326 3.9% 77,664 3.2% Savings deposits 43,054 3.0 43,793 3.3 45,722 3.3 Time deposits 80,387 5.3 73,450 5.7 73,553 5.1 --------- --------- --------- $ 251,399 $ 236,903 $ 229,921 ========= ========= =========
The following table sets forth as of December 31, 2001, the aggregate amount of outstanding time deposits of $100,000 or more by maturity (in thousands of dollars): Three months or less $ 10,616 Over three months through six months 7,494 Over six months through twelve months 5,910 Over twelve months 2,007 ---------- $ 26,027 ==========
VI. RETURN ON EQUITY AND ASSETS The following table sets forth consolidated operating and capital ratios for the years ended December 31:
2 0 0 1 2 0 0 0 1 9 9 9 ------- ------- ------- Return on average assets .90% 1.16% 1.23% Return on average equity (1) 10.47 15.13 16.37 Dividend payout ratio (2) 43.00 40.30 41.61 Average equity to average assets (1) 8.59 7.69 7.52
(1) Average equity used in the above table excludes common stock subject to repurchase obligation but includes average unrealized appreciation or depreciation on securities available for sale. (2) Dividends declared divided by net income. 15 ITEM 2. PROPERTIES The Bank's main office is located at 51 West Pearl Street, Coldwater, Michigan and is owned by the Bank. This facility, which opened in 1955 and expanded in 1976, consists of a one story structure comprising 27,945 square feet. Parking is available for approximately 125 cars and 6 teller windows are available to serve the Bank's customers. The Bank owns ten branch offices, two of which are in Coldwater, two in Union City, Michigan, one in Tekonsha, Michigan, one in Hillsdale, Michigan, one in Camden, Michigan, one in Athens, Michigan, one in North Adams, Michigan and one in Pennfield Township (Battle Creek), Michigan. In addition, the Company owns a 15,000 square foot building in Battle Creek, Michigan and a 14,000 square foot building in Coldwater, Michigan. 6,000 square feet of the Battle Creek building is leased to the Bank for use by one of its Battle Creek branches. 3,500 square feet is leased to a local college, 2,300 square feet is leased as office space to local businesses and the remaining space is presently unoccupied. 7,446 square feet of the Coldwater building is leased to the Bank for use as a Consumer Loan center, 3,420 square feet is leased to a local title office, 394 square feet is leased to community nonprofit organizations and the remaining space is presently unoccupied. The Bank's branch offices range in size from 465 square feet to 6,000 square feet, with nine of the branch offices having drive-in facilities and seven of the branches having automated teller machines. All of the Company's and the Bank's facilities are maintained in good condition and are adequately insured. Management of Company believes the present facilities are adequate to meet both current and future needs. ITEM 3. LEGAL PROCEEDINGS The Bank is frequently engaged in litigation, both as plaintiff and defendant, which is incident to its business. In certain proceedings, claims or counterclaims may be asserted against the Bank. Based on the facts known to it to date, management of the Company does not currently anticipate that the ultimate liability, if any, arising out of any such litigation will have a material effect on the consolidated financial statements of the Company, except as disclosed in Note A of the Notes to Consolidated Financial Statements described in Item 14 below. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. PART II ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company's common stock is regularly quoted on the OTC Bulletin Board (OTCBB). The bid prices described below are quotations reflecting inter-dealer prices, without retail markup, markdown or commissions, and may not necessarily represent actual transactions. There were 554 shareholders of record at March 1, 2002. The following table sets forth the range of high and low bid information and dividends declared for the Company's two most recent fiscal years: 16
2001 2000 ------------------------------------------ ------------------------------------------- BID PRICE CASH BID PRICE CASH ------------------------- DIVIDENDS -------------------------- DIVIDENDS HIGH BID LOW BID DECLARED HIGH BID LOW BID DECLARED Quarter Ended ------------------------------------------------------------------------------------------------------------------------ March 31 $ 16.75 $ 14.50 $ .15 $ 32.00 $ 18.25 $ .19 June 30 17.00 15.51 .15 20.50 17.75 .17 September 30 17.30 15.16 .15 17.75 15.38 .17 December 31 16.40 15.45 .16 16.13 13.50 .17
There are restrictions that currently limit the Company's ability to pay cash dividends. Information regarding dividend payment restrictions is described in Note M to the consolidated financial statements for the year ended December 31, 2001. ITEM 6. SELECTED FINANCIAL DATA
Year Ended December 31 2001 2000 1999 1998 1997 ---------------------------------------------------------------------------- Total interest income $ 21,724 $ 23,245 $ 20,051 $ 19,446 $ 18,669 Net interest income 12,079 12,548 11,616 11,414 11,226 Provision for loan losses 1,250 700 852 600 460 Net income 2,744 3,375 3,300 3,549 3,032 Per share data: Basic and diluted earnings per share 1.43 1.75 1.64 1.70 1.44 Cash dividends .61 .70 .68 .60 .52 Balance sheet data: Other borrowings 24,000 25,000 15,000 5,000 3,000 Common stock subject to repurchase 1,523 1,478 3,990 6,029 4,899 Equity 25,547 24,211 19,990 19,345 20,590 Total assets 317,096 303,639 275,825 266,851 238,531 Return on average assets .90% 1.16% 1.23% 1.42% 1.30% Return on average equity 8.59% 15.13% 16.37% 17.48% 14,96%
All per share amounts have been adjusted for a 10% stock dividend declared in 1999 and a 1997 stock split effected in the form of a 100% stock dividend. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion provides information about the Company's financial condition which supplements the Consolidated Financial Statements. The analysis should be read in conjunction with such financial statements. FINANCIAL CONDITION The Company functions as a financial intermediary and, as such, its financial condition should be examined in terms of trends in its sources and uses of funds. The Company uses its funds primarily to support its lending activities. Loans decreased by .9% in 2001 and increased by 10.9% in 2000. The 2001 decline occurred in the real estate mortgage and installment loan categories. Commercial loans increased 16.1% as the Bank focused attention on this area of lending and actively called on current and potential customers. Installment loans decreased 29.6% as the Bank chose not to compete with manufacturers offering 0% new car loans and the Bank placed less emphasis on indirect lending. Real estate mortgage loans decreased 16.7% as the Bank increased sales of loans in the secondary market. With interest rates declining, a number of real estate mortgage loans were refinanced and sold in the secondary market. This reduced the number and amount of loans that the Bank retained. 17 Gains recognized on the sale of real estate mortgage loans to the secondary market increased in 2001 from $533,000 in 2000 to $1,161,000. The secondary market loan activity increased in 2001 as mortgage rates decreased. Fixed rate loans which represent all of the loans sold on the secondary market became very attractive. Loans held for sale at December 31, 2001 were $1,863,000. The real estate portfolio largely consists of residential mortgages within the local area with a low risk of loss. The loan growth in 2000 occurred in the commercial and real estate loan categories. Commercial loans increased by 16.5% as local businesses expanded and the Bank focused on this area. Installment loans decreased 5.4% as the Bank chose to focus on its commercial and residential real estate lending and placed less emphasis on indirect lending. Real estate mortgage loans increased 10.9% as the Bank funded larger real estate loans, construction loans and other loans that did not conform to secondary market guidelines. Loan commitments, consisting of unused credit card and home equity lines, available amounts on revolving lines of credit and other approved loans which have not been funded, were $47,450,000 and $38,056,000 at December 31, 2001 and 2000, respectively. Most of these commitments are priced at a variable interest rate thus minimizing the Bank's risk in a changing interest rate environment. There were no significant concentrations in any loan category as to borrower or industry. Substantially all loans are granted to customers located in the Bank's service area, which is primarily southern Michigan. Another significant component of cash flow is the securities portfolio. Total securities increased by 19.5% in 2001 and decreased by 5.1% in 2000. The funds received from maturing securities were reinvested in the portfolio in 2001 and used to partially fund the 2000 loan growth. The securities available for sale portfolio had net unrealized gains of $605,000 and $280,000 at December 31, 2001 and 2000, respectively. There is no concentration of securities in the portfolio which would constitute an unusual risk except at year-end 2001 and 2000, the amortized cost of securities issued by the State of Michigan and all its political subdivisions totaled $10,455,000 and $11,079,000 with an estimated market value of $10,563,000 and $11,511,000, respectively. Deposits traditionally represent the Company's principal source of funds. Total deposits increased 6.4% in 2001 and 5.2% in 2000. In 2001, the Bank experienced a substantial increase in deposits, however this was not unexpected. Because of the erratic financial markets the Bank did see a higher increase in our money market accounts than was expected. This was due to customers leaving the financial markets and placing their funds in accounts that paid slightly more interest than savings accounts, but were not restricted as to withdrawals. In 2000, the Bank chose to increase the rates offered on certificates of deposit (CDs) in order to attract deposits. The largest increases in CDs were the over $100,000 category and the 24 - 36 month term CDs. Growth also occurred in other categories of deposits as lenders were encouraged to bring deposits in with their loan relationships. Business checking and money market accounts increased by $10,952,000 in 2000. Attracting and keeping traditional deposit relationships will continue to be a challenge to the Bank, particularly with the increased competition from nondeposit products. As an alternate funding source, the Bank obtains putable advances from the Federal Home Loan Bank (FHLB). The advances are secured by a blanket collateral agreement with the FHLB giving the FHLB an unperfected security interest in the Bank's one-to-four family mortgage loans. FHLB advances may be a less expensive way to obtain longer term funds than paying a premium for long term deposits. Accordingly, the Company borrowed $10 million in 2000. Premises and equipment increased by 3.3% and 13.6% in 2001 and 2000, respectively. In 2001, the Bank upgraded its hardware and software to better serve its customers in the ever changing technological area. In 2000, the Bank spent approximately $1,459,000 to renovate the Coldwater main office and the Beckley Road office. 18 CAPITAL RESOURCES The Company maintains a strong capital base to take advantage of business opportunities while ensuring that it has resources to absorb the risk inherent in the business. The FRB has imposed risk-based capital guidelines applicable to the Company. These guidelines require that bank holding companies maintain capital commensurate with both on and off balance sheet credit risks of their operations. Under the guidelines, a bank holding company must have a minimum ratio of total capital to risk-weighted assets of 8 percent. In addition, a bank holding company must maintain a minimum ratio of Tier 1 capital equal to 4 percent of risk-weighted assets. Tier 1 capital includes common shareholders' equity, qualifying perpetual preferred stock and minority interests in equity accounts of consolidated subsidiaries less goodwill. As a supplement to the risk-based capital requirements, the FRB has also adopted leverage capital ratio requirements. The leverage ratio requirements are intended to ensure that adequate capital is maintained against risk other than credit risk. The leverage ratio requirements establish a minimum ratio of Tier 1 capital to total assets of 3 percent for the most highly rated bank holding companies and banks that do not anticipate and are not experiencing significant growth. All other bank holding companies are required to maintain a ratio of Tier 1 capital to assets of 4 to 5 percent, depending on the particular circumstances and risk profile of the institution. Regulatory agencies have determined that the capital component created by the adoption of FASB Statement 115 should not be included in Tier 1 capital. As such, the net unrealized appreciation or depreciation on available for sale securities is not included in the ratios listed in Note P to the financial statements. The ratios include the common stock subject to repurchase obligation in the Company's employee stock ownership plan (ESOP). As seen in Note P, the Company exceeds the well capitalized requirements at December 31, 2001. In addition to these regulatory requirements, a certain level of capital growth must be achieved to maintain appropriate levels of equity to total assets. During 2001 and 2000, total average assets grew 5.2% and 8.2%. At the same time, average equity (including common stock held by the ESOP) increased 10.7% in 2001 and decreased .5% in 2000. Current year growth is an indication that the Company has retained adequate capital to support its asset growth and has the ability to continue growing. Future growth opportunities will focus on maintaining the existing customer base and growing within selected other markets identified as providing significant growth potential. LIQUIDITY AND INTEREST RATE SENSITIVITY The primary functions of asset/liability management are to assure adequate liquidity and maintain an appropriate balance between interest-earning assets and interest-bearing liabilities. Liquidity management involves the ability to meet the cash flow requirements of customers who may be either depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Interest rate sensitivity management seeks to avoid fluctuating net interest margins and enhance consistent growth of net interest income through periods of changing interest rates. Maturing loans and investment securities are the principal sources of asset liquidity. Securities maturing or callable within 1 year were $22,170,000 at December 31, 2001 representing 36.0% of the market value of the investment securities portfolio, an increase from the 26.1% level of 2000. Loans maturing within 1 year were $50,505,000 at December 31, 2001 representing 23.8% of the gross loan portfolio, an increase from the 21.6% level of 2000. Financial institutions are subject to prepayment risk in falling rate environments. Prepayments of assets carrying higher rates reduce the Company's interest income and overall asset yields. Certain portions of an institution's liabilities may be short-term or due on demand, while most of it assets may be invested in long-term loans or investments. Accordingly, the Company seeks to have in place sources of cash to meet short-term 19 demands. These funds can be obtained by increasing deposits, borrowing, or selling assets. Also, Federal Home Loan Bank advances and short-term borrowings provide additional sources of liquidity for the Company. During the year ended December 31, 2001, there was a net increase in cash and cash equivalents of $4,943,000. The major sources of cash in 2001 were increases in deposits, maturing securities, loan sales and sales of securities. The major uses of cash in 2001 were security purchases and loans originated for sale. During the year ended December 31, 2000, there was a net increase in cash and cash equivalents of $6,443,000. The major sources of cash in 2000 were increase in deposits, maturing securities, loan sales and additional borrowings from the Federal Home Loan Bank. The major uses of cash in 2000 were loan growth and loans originated for sale. During the year ended December 31, 1999, there was a net decrease in cash and cash equivalents of $4,182,000. The major sources of cash in 1999 were loan sales and maturing securities. The major uses of cash in 1999 were loan growth and loans originated for sale. Federal law places restrictions on extensions of credit from banks to their parent holding company and, with certain exceptions, to other affiliates, on investments in stock or other securities thereof, and on taking of such securities as collateral for loans. State law also places restrictions on the payment of dividends by the Bank to the Company. Note M to the Consolidated Financial Statements discusses these dividend limitations. Interest rate risk arises when the maturity or repricing characteristics of assets differ significantly from the maturity or the repricing characteristics of liabilities. Accepting this risk can be an important source of profitability and shareholder value, however excessive levels of interest rate risk could pose a significant threat to the Company's earnings and capital base. Accordingly, effective risk management that maintains interest rate risk at prudent levels is essential to the Company's safety and soundness. The Company measures the impact of changes in interest rates on net interest income through a comprehensive analysis of the Bank's interest rate sensitive assets and liabilities. Interest rate sensitivity varies with different types of interest-earning assets and interest-bearing liabilities. Overnight federal funds and mutual funds on which rates change daily and loans which are tied to the prime rate or a comparable index differ considerably from long-term investment securities and fixed-rate loans. Similarly, certificates of deposit and money market investment accounts are much more interest sensitive than passbook savings accounts. The shorter term interest rate sensitivities are key to measuring the interest sensitivity gap, or excess interest-earning assets over interest-bearing liabilities. In addition to reviewing the interest sensitivity gap, the Company also analyzes projected changes in market interest rates and the resulting effect on net interest income. The following table shows the interest sensitivity gaps for five different time intervals as of December 31, 2001:
0-30 31-90 91-365 1-5 Over 5 Days Days Days Years Years ---- ---- ---- ----- ----- Interest-earning assets $101,313 $ 6,494 $ 50,026 $101,152 $ 21,354 Interest-bearing liabilities $ 72,780 $ 88,150 $ 42,030 $ 40,559 $ 1,050 Interest sensitivity gap $ 28,533 $(81,656) $ 7,996 $ 60,593 $ 20,304
The primary interest sensitive assets in the one year repricing range are commercial loans and adjustable rate mortgage loans. The primary interest sensitive liabilities in the one year repricing range are money market investment accounts, certificates of deposit and interest bearing checking accounts. This analysis indicates that growth in rate sensitive liabilities has outpaced the growth in rate sensitive assets in the one year range. This has occurred primarily as a result of the inclusion of interest bearing checking accounts and savings accounts in a repricing period of one year or less as these accounts have become rate sensitive as interest rates have 20 fluctuated. The long-term interest sensitivity gap indicates that the Company's net interest margin would improve with an increase in interest rates and decline with further declines in interest rates. Trying to minimize the interest sensitivity gap is a continual challenge in a changing rate environment and one of the objectives of the Company's asset/liability strategy. RESULTS OF OPERATIONS Net interest income is an effective measurement of how well management has balanced the Company's interest rate sensitive assets and liabilities. Net interest income decreased by 3.7% in 2001 and increased by 8.0% in 2000 and 1.8% in 1999. The 2001 decrease is largely due to the eleven decreases in prime rate throughout the year. The 2000 increase is due to the increase in the commercial and real estate mortgage loan portfolio and the increases to prime rate throughout the year. These increases were partially offset by the increased interest paid for money market and CD deposits and increased interest paid for Federal Home Loan Bank borrowings. The 1999 increase is due to the reinvestment of funds held in the investment securities portfolio into the higher yielding loan portfolio, partially offset by increased interest expense as a result of increased FHLB advances. The uncertain economic environment and potential fluctuations in interest rates are expected to continue to impact the Company and the industry in 2002. The Company monitors deposit rates on a weekly basis and adjusts deposit rates as the market dictates. Loan rates are subject to change as the national prime rate changes and are also influenced by competitors' rates. An increase in deposit rates occurring at the same time as loan rate decreases would cause the Company's net interest income to decline. The provision for loan losses is based on an analysis of the required additions to the allowance for loan losses. The allowance for loan losses is maintained at a level believed adequate by management to absorb probable losses in the loan portfolio. Some factors considered by management in determining the level at which the allowance is maintained include specific credit reviews, past loan loss experience, current economic conditions and trends, results of examinations by regulatory agencies and the volume, growth and composition of the loan portfolio. The provision for loan losses was $1,250,000 in 2001, $700,000 in 2000 and $852,000 in 1999. The increase in the 2001 provision occurred to provide for increased charge offs, which included one loan totaling $673,000 during the first quarter. Also contributing to the increase was increased impaired loans and higher delinquency rates. The 2000 provision was set at a level considered necessary to cover expected loan losses. The 1999 provision increase occurred to provide for loan growth and increased charge-offs, primarily as a result of increased customer bankruptcies. In 2001, net commercial loan charge-offs totaled $918,000. As mentioned above, $673,000 was related to one borrower. Net commercial loan charge-offs totaled $417,000 in 2000. This was primarily attributable to three commercial customers. Two of these customers had been provided for in 1999. Net commercial loan charge-offs totaled $334,000 in 1999; $267,000 of this was attributable to three commercial borrowers that discontinued business operations during 1999. It is not anticipated that the Company will continue to experience higher than normal losses in 2002. The provision will be adjusted quarterly, if necessary, to reflect actual charge-off experience and any known future losses. Non-interest income, excluding security gains and losses, increased 15.6% in 2001, remained constant in 2000 and decreased by 5.4% in 1999. In order to reduce the risk associated with changing interest rates, the Bank regularly sells fixed rate real estate mortgage loans on the secondary market. The Bank recognizes a profit at the time of the sale. In 2001 gains recognized on the sale of real estate mortgage loans to the secondary market increased $628,000 or 117.8% from 2000. This increase was due to low mortgage rates that made refinancing and new home purchases very attractive. In addition, security gains increased $532,000 during 2001. In 2000, trust fees, service charges on loans and earnings on life insurance assets increased but were offset by a decrease in the gains recognized on the sale of real estate mortgage loans to the secondary market. The Bank increased its deposit base by 5.2% and generated additional service charges as a result of the growth. Trust fees increased due to a new fee schedule put in place January 1, 2000. 21 Security gains of $529,000 were recognized in 2001. Security losses of $3,000 were recognized on sales of securities in 2000. No gains or losses occurred in 1999. Non-interest expense increased by 8.9% in 2001, 8.8% in 2000 and 2.2% in 1999. In 2001, salaries and benefit expenditures increased as additional employees were added in Battle Creek to assist with the commercial and mortgage volumes projected in this region. In addition, over $100,000 more in commissions were paid to mortgage loan originators based on loan volumes generated for the year. Other non interest expenses increased $562,000. $190,000 was charged to earnings to write down impaired assets from cost to market value. In addition, $220,000 was charged to earnings relating to a potential liability arising out of litigation. In February of 2002, the Company resolved the litigation which will not result in any material additional losses to the Company. In 2000, the largest increase came in the professional and outside services category. The Company spent $456,000 in legal and accounting fees in an attempt to merge with Sturgis Bank & Trust. The merger was called off in October of 2000 after Sturgis Bank and Trust did not obtain a fairness opinion from their investment advisors. In 2000, salaries and benefit expenditures increased as a cost of living increase of 2.6% was given to all employees at the beginning of the year. In addition, the loan department employees hired during 1999 were employees for the entire year of 2000 adding to the increase. Income tax expense was $875,000 in 2001, $1,179,000 in 2000 and $1,005,000 in 1999. Tax-exempt income continues to have a major impact on the Company's tax expense. The benefit offsetting lower coupon rates on municipal instruments is the nontaxable feature of the income earned on such instruments. This resulted in a lower effective tax rate and reduced federal income tax expense by approximately $267,000 in 2001, $290,000 in 2000 and $360,000 in 1999. Results of operations can be measured by various ratio analyses. Two widely recognized performance indicators are the return on equity and the return on assets. The Company's return on equity was 10.47% in 2001, 15.13% in 2000 and 16.37% in 1999. The return on average assets was .90% in 2001, 1.16% in 2000 and 1.23% in 1999. The majority of assets and liabilities of a financial institution are monetary in nature and therefore differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. However, inflation does have an important impact on the growth of total assets in the banking industry and the resulting need to increase equity capital at higher than normal rates in order to maintain an appropriate equity-to-assets ratio. Another significant effect of inflation is on other expenses, which tend to rise during periods of general inflation. Management believes the most significant impact on financial results is the Company's ability to react to changes in interest rates. As discussed previously, management is attempting to maintain an essentially balanced position between interest sensitive assets and liabilities in order to protect against wide interest rate fluctuations. NONPERFORMING ASSETS Nonperforming assets include nonaccrual loans, accruing loans past due 90 days or more, and other real estate which includes foreclosures, deeds in lieu of foreclosure and real estate in redemption. A loan generally is classified as nonaccrual when full collectibility of principal or interest is doubtful or a loan becomes 90 days past due as to principal or interest, unless management determines that the estimated net realizable value of the collateral is sufficient to cover the principal balance and accrued interest. When interest accruals are discontinued, unpaid interest credited to income in the current year is reversed, and unpaid interest accrued in prior years is charged to the allowance for loan losses. Nonperforming loans are returned to 22 performing status when the loan is brought current and has performed in accordance with contract terms for a period of time. The following table sets forth the aggregate amount of nonperforming loans in each of the following categories:
December 31 2001 2000 1999 ---- ---- ---- (Dollars in thousands) Nonaccrual loans: Commercial, financial and agricultural $1,853 $1,759 $ 306 Real estate mortgage 84 - 23 Installment - - - ------ ------ ------ 1,937 1,759 329 Loans contractually past due 90 days or more: Commercial, financial and agricultural 510 123 432 Real estate mortgage 223 277 134 Installment 36 55 34 ------ ------ ------ 769 455 600 ------ ------ ------ Total nonperforming loans 2,706 2,214 929 Other real estate owned 1,406 1,415 161 ------ ------ ------ Total nonperforming assets $4,112 $3,629 $1,090 ====== ====== ====== Nonperforming loans to year-end loans 1.27% 1.03% .48% ====== ====== ====== Nonperforming assets to year-end loans and other real estate owned 1.93% 1.69% .56% ====== ====== ======
Nonperforming loans increased in 2001 with the largest increase coming in commercial, financial and agricultural loans contractually past due 90 days or more. In 2001, nonaccrual loans were made up of several commercial and agricultural loans where the borrower experienced severe financial difficulties and therefore became delinquent. Nonperforming loans are subject to continuous monitoring by management and are specifically reserved for in the allowance for loan losses where appropriate. At December 31, 2001 and 2000, the Company had loans of $2,097,000 and $815,000, which were considered impaired, but performing. At December 31, 2001, the Company had approximately $3,644,000 in commercial, financial and agricultural loans for which payments are presently current but the borrowers are experiencing certain financial and/or operational difficulties. These loans are subject to frequent management review and their classification is reviewed on a monthly basis. In management's evaluation of the loan portfolio risks, any significant future increases in nonperforming loans is dependent to a large extent on the economic environment. In a deteriorating or uncertain economy, management applies more conservative assumptions when assessing the future prospects of borrowers and when estimating collateral values. This may result in a higher number of loans being classified as nonperforming. REGULATORY MATTERS Representatives of the Office of Financial and Insurance Services (OFIS) completed an examination at the Company's subsidiary bank using financial information as of December 31, 2000. The purpose of the examination was to determine the safety and soundness of the bank. 23 Examination procedures require individual judgments about a borrower's ability to repay loans, sufficiency of collateral values and the effects of changing economic circumstances. These procedures are similar to those employed by the Company in determining the adequacy of the allowance for loan losses and in classifying loans. Judgments made by regulatory examiners may differ from those made by management. The Company's level and classification of identified potential problem loans was not revised significantly as a result of this regulatory examination process. Management and the Board of Directors evaluate existing practices and procedures on an ongoing basis. In addition, regulators often make recommendations during the course of their examination that relate to the operations of the Company and the Bank. As a matter of practice, management and the Board of Directors consider such recommendations promptly. NEW ACCOUNTING PRONOUNCEMENTS In 2001, a new accounting standard was issued that will, beginning in 2002, revise the accounting for goodwill and intangible assets. Identifiable intangible assets with finite useful lives will be amortized under the new standard, whereas goodwill, both amounts previously recorded and future amounts purchased, will cease being amortized starting in 2002. Annual impairment testing will be required for goodwill with impairment being recorded if the carrying amount of goodwill exceeds its implied fair value. The Company's current intangible assets resulted from branch acquisitions. Current interpretations issued by the Financial Accounting Standards Board (FASB) will require the amortization of the core deposit intangibles and the goodwill resulting from branch acquisitions. However, the FASB is reconsidering their interpretation and it is possible that in the future there may no longer be a requirement to amortize the goodwill resulting from branch acquisitions. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company's primary market risk exposure is interest rate risk and liquidity risk. See Liquidity and Interest Rate Sensitivity, above. Business is transacted in U.S. dollars with no foreign exchange rate risk or any exposure to changes in commodity prices. The following tables provide information about the Company's financial instruments that are sensitive to changes in interest rates as of December 31, 2001 and 2000. The Company had no derivative financial instruments, or trading portfolio, at either date. The expected maturity date values for loans receivable, mortgage-backed securities and investment securities were calculated without adjusting the instrument's contractual maturity date for expectations of prepayments. Expected maturity date values for interest-bearing core deposits were not based upon estimates of the period over which the deposits would be outstanding, but rather the opportunity for repricing. Similarly, with respect to its variable rate instruments, the Company believes that repricing dates, as opposed to expected maturity dates may be more relevant in analyzing the value of such instruments and are reported as such in the following table. Company borrowings are also reported based on conversion or repricing dates. 24
Principal Amount Maturing in: Fair Value 2002 2003 2004 2005 2006 Thereafter Total 12/31/01 ---- ---- ---- ---- ---- ---------- ---- -------- Rate sensitive assets: Fixed interest rate loan $11,330 $4,212 $14,555 $7,677 $16,520 $16,747 $71,041 $73,350 Average interest rate 7.44% 9.01% 8.90% 9.25% 8.39% 8.82% 8.46% Variable interest rate loans 40,421 3,103 5,945 8,167 21,191 62,667 141,494 141,494 Average interest rate 5.66 5.71 5.75 5.84 5.92 7.31 6.65 Fixed interest rate Securities 13,152 7,686 16,531 6,298 3,513 10,318 57,498 57,498 Average interest rate 4.66 4.88 4.13 4.32 4.02 4.41 4.43 Variable interest rate securities 4,033 4,033 4,033 Average interest rate Other interest bearing assets 8,115 8,115 8,115 Average interest rate 1.80 1.80 Rate sensitive liabilities: Interest bearing checking 104,261 104,261 104,261 Average interest rate .89 .89 Savings 33,129 33,129 33,129 Average interest rate 2.27 2.27 Time deposits 63,633 12,663 4,772 2,104 6 83,178 84,806 Average interest rate 3.99 4.15 4.20 4.21 4.21 3.57 Fixed interest rate borrowings 23,000 78 88 90 94 650 24,000 29,669 Average interest rate 6.47 4.57 4.57 4.57 4.57 4.57 6.39
25
Principal Amount Maturing in: Fair Value 2000 2001 2002 2003 2004 Thereafter Total 12/31/00 ---- ---- ---- ---- ---- ---------- ---- -------- Rate sensitive assets: Fixed interest rate loans $11,510 $5,997 $10,769 $11,439 $16,581 $23,127 $79,423 $78,477 Average interest rate 8.98% 9.01% 9.03% 9.52% 9.72% 9.31% 9.12% Variable interest rate loans 84,171 5,636 4,514 6,928 10,934 1,765 113,948 113,948 Average interest rate 8.65 8.92 8.89 9.03 8.90 9.17 8.75 Fixed interest rate securities 9,638 7,985 11,546 11,217 2,902 10,941 54,229 54,229 Average interest rate 5.45 5.57 5.64 5.87 5.44 5.32 5.60 Other interest bearing assets 655 655 655 Average interest rate 5.14 5.14 Rate sensitive liabilities: Interest bearing checking 82,498 82,498 82,498 Average interest rate 3.19 3.19 Passbook saving 30,793 30,793 30,793 Average interest rate 2.40 2.40 Time deposits 65,261 8,988 7,898 2,598 29 84,774 84,868 Average interest rate 5.11 5.65 5.55 5.15 5.14 5.23 Fixed interest rate borrowings 13,000 2,000 15,000 15,000 Average interest rate 5.32 5.77 5.38
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information required by this Item is set forth in the Section entitled "Quantitative and Qualitative Disclosures about Market Risk" included under Item 7 of this report and is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See consolidated financial statements of the Company which are included in Item 14., Exhibits, Financial Statement Schedules and Reports on Form 8-K, and begin on page FS-1. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY The following table lists the names of the directors and their ages as of February 28, 2002, their principal occupations and the year in which each became a director. 26
YEAR FIRST BECAME A PRINCIPAL OCCUPATION(S) FOR DIRECTOR OF THE NAME OF DIRECTOR AGE PAST 5 YEARS(1) COMPANY --------------------------------------------------------------------------------------------------------------- Marcia Albright 37 Director of Engineering - Dana Towing 2002 Corporation James P. Briskey 68 Owner - Pittsford Grain Incorporated 1982 (grain elevator operator) H. Kenneth Cole 53 Treasurer - Hillsdale College 1998 William E. Galliers 59 Co-Owner and Chief Executive Officer - G & 1993 W Display Fixtures, Inc. (manufacturer of display fixtures) James T. Grohalski (1) 61 President and Chief Executive Officer of 1982 the Company and the Bank since December 31, 1998; Executive Vice President and Chief Financial Officer of the Company and President of the Bank from January 1, 1984 until December 31, 1998; Mr. Grohalski joined the Bank in 1967. Nolan E. Hooker 50 Owner - Hooker Oil Co. (distributor of 1991 heating oil); Co-Owner - Best American Car Washes Gregory J. Hull 53 Farmer 1995 Thomas E. Kolassa 54 Partner - Burnham Insurance Group 1995 James J. Morrison 53 Chairman of the Board of Directors of the 1991 Company; Owner - Morrison & Associates (insurance) Jane L. Randall 80 Owner - Dally Tire Co. (tire distributor) 1982 Freeman E. Riddle 69 Owner - Spoor & Parlin, Inc. (farm 1982 equipment)
(1) Mr. Grohalski and Jaylen Johnson are the only executive officers of the Company. Mr. Johnson, age 49, is Executive Vice-President, Chief Operating Officer, and Secretary of the Company and has held such positions since December, 2000. Mr. Johnson was a senior vice president of the Company from 1998 to 2000 and was a Vice President and cashier of the Bank from 1991 to 1998. Mr. Johnson joined the Bank in 1975. The executive officers are elected annually and serve at the pleasure of the Board of Directors. 27 ITEM 11. EXECUTIVE COMPENSATION The following table shows the total compensation received by the Company's Chief Executive Officer for the last three fiscal years. No executive officer of the Company, other than the Chief Executive Officer, received total annual salary and bonus in excess of $100,000 during the last fiscal year. SUMMARY COMPENSATION TABLE
LONG TERM ANNUAL COMPENSATION COMPENSATION ------ ------------ ------------ SECURITIES ALL OTHER NAME AND UNDERLYING COMPENSATION PRINCIPAL POSITION YEAR SALARY ($)(1) OPTIONS ($)(2) ----------------------------------------------------------------------------------------------------------------------------- James T. Grohalski President and Chief Executive Officer 2001 $163,000 2,440 $7,689 of the Company and the Bank 2000 $161,665 0 $7,844 1999 $140,570 0 $7,344
(1) The amounts shown include amounts deferred under the 401(k) provisions of the ESOP and the Bank's Executives' Deferred Compensation Plan. (2) The amounts shown include the following for 2001: (i) employer contributions to accounts in the ESOP and the Deferred Compensation Plan (as defined herein) of $4,200 and $3,000 respectively for Mr. Grohalski; and (ii) $489 constituting the value of insurance premiums paid by the Bank for term life insurance for Mr. Grohalski's benefit. Option Grant Table. The following table provides information regarding stock options granted in fiscal year 2001 to the Chief Executive Officer of the Company. OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE NO. OF SHARES % OF TOTAL OPTIONS VALUE AT ASSUMED UNDERLYING GRANTED TO ANNUAL RATES OF STOCK OPTIONS EMPLOYEES EXERCISE PRICE PRICE APPRECIATION NAME GRANTED (#) IN FISCAL YEAR ($/SH) EXPIRATION DATE (1) FOR OPTION TERM ---- ----------- -------------- ------ ------------------ --------------- 5%($) 10%($) ----- ------ James T. Grohalski 2,440 32.6% $15.32 4/17/11 $23,509 $59,575
-------- (1) The options granted to Mr. Grohalski will become exercisable on April 17, 2003. In the event the Company shall dispose of substantially all of its assets, dissolve, or consolidate or merge with any other corporation, then, the Board of Directors shall have the power to amend all outstanding options to permit the exercise of all such options prior to the effectiveness of any such transaction and to terminate such options as of such effectiveness. The option exercise price is not adjustable over the 10-year term of the options except due to stock splits and similar occurrences affecting all outstanding stock. Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values. The following table provides information on the value of options held by the Chief Executive Officer of the Company at December 31, 2001. There were no options exercised by an officer during the fiscal year ended December 31, 2001. 28
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT DECEMBER 31, 2001 (#) DECEMBER 31, 2001 ($) --------------------- --------------------- NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ---- James T. Grohalski -0- 2,440 -0- $317
Retirement Benefits Officers of the Company participate in the Southern Michigan Bank & Trust Retirement Plan (the "Retirement Plan"), which has been adopted by the Bank. Under the terms of the Retirement Plan, a normal monthly retirement benefit is provided to covered employees who attain the age of 65. It provides for a normal retirement benefit after 30 years of credited service equal to 35% of a participant's actual monthly compensation based on the participant's highest consecutive five year average compensation (see column captioned "Remuneration"). For participants with less than 30 years credited service, reduced benefits are available in an amount equal to the normal retirement benefit reduced by 1/30 for each year of service less than 30. Participants are 100% vested after five years of credited service, and are subject to forfeiture upon termination of employment with credited service less than five years. The following table represents estimated normal annual benefits payable on a straight-life annuity basis upon retirement at age 65 and are not subject to deduction for social security benefits: PENSION PLAN TABLE
YEARS OF SERVICE ----------------------------------------------------------- REMUNERATION 25 30 35 -------------------------------------------------------------------------------- $120,000 $35,000 $42,000 $42,000 $130,000 $37,900 $45,500 $45,500 $140,000 $40,800 $49,000 $49,000 $150,000 $43,750 $52,500 $52,500 $160,000 $46,700 $56,000 $56,000
James T. Grohalski has 34 years of credited service and $146,900 current covered remuneration. The Bank also has in effect a supplemental retirement arrangement in the form of an Executive Employee Salary Continuation Agreement with Mr. Grohalski under which a specified annual benefit, in addition to that provided under the Retirement Plan, is payable to the participant upon retirement at age 65. The participant is entitled to a reduced benefit if his retirement occurs between the ages of 62 and 65. No benefit is payable if the participant voluntarily terminates his employment or is discharged for cause prior to the age of 62. However, the specified benefit is payable beginning at age 65, if the participant's employment is terminated after a "change in control" of the Company, and in connection with such change, his title, responsibility or compensation is significantly lessened or the status of his employment is changed without his consent. The specified annual benefit, when added to the benefit under the Retirement Plan, is intended to be approximately equal to the benefit the participant would have received under the Retirement Plan but for a plan amendment which changed the Retirement Plan's benefit formula to comply with changes in pension laws and which substantially reduced the participants' benefits. For James T. Grohalski, the specified benefit payable upon retirement at age 65 under the supplemental retirement arrangement is $22,060 per year for 15 years. The Board of Directors may increase the benefit by not more than 2% per year prior to retirement. 29 The Bank also has an Executives' Deferred Compensation Plan (the "Deferred Compensation Plan") for directors and certain officers. Under the Deferred Compensation Plan, participants elect to defer a portion of their compensation (in the case of directors, their fees) on a pretax basis. Upon retirement at or after age 65, the participant or his or her designated beneficiary is entitled to a benefit equal to the amount of the participant's deferrals to the Deferred Compensation Plan plus earnings on such deferrals at a specified rate of interest compounded annually, payable in equal monthly amounts for not less than 180 months. Upon the participant's termination of employment or retirement before age 65, the benefit payable to the participant at age 65 is determined by multiplying the amount deferred under the Deferred Compensation Plan by the ratio of the number of months for which the participant made deferrals to the number of months from the time the participant began making deferrals to the participant's reaching age 65. The amounts shown in the summary compensation table above include amounts deferred as contributions under the Deferred Compensation Plan. The Company and the Bank have executed an Employment Agreement with Mr. Grohalski whereby Mr. Grohalski will serve as the President and Chief Executive Officer of the Company and the Bank (the "Employment Agreement"). The term of the Employment Agreement is for one year and it may be renewed by mutual agreement of the Company, the Bank and Mr. Grohalski. Pursuant to the Employment Agreement, commencing January 1, 2002, Mr. Grohalski's annual salary will be $167,000 plus such additional or special compensation based upon his performance as the Company's Board of Directors, in its discretion, may from time to time determine. Under the Employment Agreement, in the event that Mr. Grohalski is terminated for any reason other than for cause, or in the event of Mr. Grohalski's "voluntary termination for good reason," then, in addition to receiving the compensation and benefits under the Employment Agreement, upon the expiration of the term of the Employment Agreement, Mr. Grohalski will be entitled to monthly installments equal to 1/12th of his annual salary, commencing thirty days after expiration of the term of the Employment Agreement, until the earlier of his death, the age of 65, or the date he receives twelve monthly installments. Under the Employment Agreement, the term "voluntary termination for good reason" means voluntary termination of employment by Mr. Grohalski after any of the following actions without Mr. Grohalski's express written consent: (1) the assignment of duties of a nonexecutive nature or for which Mr. Grohalski is not reasonably equipped by his skills and experience; (2) without reasonable justification, a reduction in the salary, or a material reduction in the amount of paid vacations or in the fringe benefits and perquisites, of Mr. Grohalski; (3) the relocation of Mr. Grohalski's principal business office or principal place of residence to a place that is more than sixty miles from Coldwater, Michigan or the assignment of duties to Mr. Grohalski that would reasonably require such relocation; (4) the assignment of duties to Mr. Grohalski which would reasonably require him to spend more than ninety working days away from Coldwater, Michigan during any consecutive twelve month period; (5) the failure to provide office facilities, secretarial services, and other administrative services to Mr. Grohalski which are substantially equivalent to the facilities and services provided to him on the date the Employment Agreement was executed; or (6) the termination of incentive and benefit plans or arrangements provided to Mr. Grohalski under the Employment Agreement, or a material reduction in the aggregate value of Mr. Grohalski's incentive compensation and benefits below their aggregate value as of the date of the Employment Agreement. The Employment Agreement also provides that in the event of a "termination for cause," Mr. Grohalski will not be entitled to receive compensation or other benefits for any period after such termination. The term "termination for cause" means the termination of employment based on: (1) conviction of any criminal violation involving dishonesty, fraud or breach of trust; (2) the willful engagement in any misconduct in the performance of Mr. Grohalski's duties that materially injures the Company or its subsidiaries; (3) the performance of any act which, if known to the customers, clients or shareholders of the Company or any of its subsidiaries, would materially and adversely impact the business of the Company or any of its subsidiaries; (4) the willful and substantial nonperformance of Mr. Grohalski's duties if such nonperformance continues for more than ten days after written notice of such nonperformance and of the Company's intention to terminate his employment; (5) the willful violation of the noncompetition and nondisclosure obligations contained in the Employment Agreement; (6) the suspension and/or temporary prohibition, or the removal and/or permanent prohibition, from participating in the conduct of the affairs of the Company or any of its affiliates by a notice, order, ruling or 30 other finding of any state or federal agency (including, but not limited to, any Federal Reserve Bank, the FDIC, or Michigan's Office of Financial and Insurance Services); or (7) any determination or action by any federal or state regulatory agency that the Company's Board of Directors determines to reflect adversely on the Company and to be related to Mr. Grohalski's duties under the Employment Agreement. The Employment Agreement also provides for a severance payment equal to two year's salary in accordance with Section 280G of the Internal Revenue Code in the event of a termination of employment without cause or a voluntary termination with good reason within three years after a change in control that occurs during the term of the Employment Agreement. In the event that it is in the best interests of the Company and Mr. Grohalski, then Mr. Grohalski shall have the right to elect to have the severance payment paid in installments, with the first installment being equal to one year's salary and the balance being paid in installments in accordance with Section 280G of the Internal Revenue Code. For purposes of the Employment Agreement, the term "change in control" means: (1) the acquisition by any entity, person, or group of beneficial ownership of more than 50% of the outstanding capital stock of the Company entitled to vote in an election of directors; (2) the commencement by any entity, person, or group (other than the Company or a subsidiary of the Company) of a tender offer or an exchange offer for more than 25% of the outstanding voting stock of the Company entitled to vote in an election of directors; (3) the merger of the Company with another entity that results in the holders of the outstanding voting stock entitled to vote for the election of directors of the Company immediately prior to such merger holding less than 50% of the voting stock entitled to vote for the election of directors of the surviving or resulting corporation; (4) the transfer of substantially all of the assets of the Company other than to an entity of which the Company owns at least 80% of the voting stock entitled to vote for the election of directors; or (5) the election to the Board of Directors of the Company, without the recommendation or approval of the incumbent Board of Directors, of the lesser of three directors or directors constituting a majority of the number of directors then in office. The Employment Agreement also provides that during the term thereof, and for a period of one year following the termination of employment, Mr. Grohalski will not: (1) within a geographic radius of 75 miles from Coldwater, Michigan, engage in, or work for, manage, operate, control or participate in the ownership, management, operation or control of, or be connected with, or have any financial interest in, any individual, partnership, firm, corporation or institution engaged in the same or similar activities to those now or hereafter carried on by the Company or the Bank; (2) interfere with the relationship of the Company or the Bank and any of their employees, agents or representatives; or (3) directly or indirectly divert or attempt to divert from the Company or the Bank any business in which the Company or the Bank has been actively engaged during the term of the Employment Agreement, nor interfere with the relationships of the Company or the Bank with their dealers, distributors, sources of supply or customers. Finally, the Employment Agreement prohibits Mr. Grohalski, during the term of the Employment Agreement and at any time thereafter, from disclosing any confidential information of the Company or the Bank. Compensation Committee Report on Executive Compensation Executive Compensation Policies. The Company's executive compensation policies are designed to support the corporate objective of maximizing the long-term value of the Company to its shareholders and employees. To achieve this objective, the Compensation Committee believes it is important to provide competitive levels of compensation to attract and retain the most qualified executives, to recognize individuals who exceed expectations and to link closely overall corporate performance and executive pay. The Company has established two primary components of the Company's executive compensation plan. The two components are: (a) base compensation; and (b) stock-based performance compensation through stock option grants. 31 Base Compensation. The Compensation Committee annually reviews base salaries of executive officers. Factors which influence decisions made by the Compensation Committee regarding base salaries are levels of responsibility and potential for future responsibilities, salary levels offered by competitors and overall performance of the Company. The Compensation Committee's practice in establishing salary levels is based in part upon overall Company performance and is not based upon any specific objectives or policies, but reflects the subjective judgment of the Compensation Committee. However, specific annual performance goals are established for each executive officer. Based on the Compensation Committee's comparison of the Company's overall compensation levels as a percent of revenues and net income to comparable companies in the industry, the Compensation Committee believes its overall compensation levels are in the middle of the range. Stock Option Grants. Executive compensation to reward past performance and to motivate future performance will also be provided through stock options granted under the Southern Michigan Bancorp, Inc. 2000 Stock Option Plan. The purpose of the plan is to encourage executive officers to maintain a long-term stock ownership position in the Company in order that their interests are aligned with those of the Company's shareholders. The Board of Directors, in its discretion, has the authority to determine participants in the plan, the number of shares to be granted and the option price and term. Consideration for stock option awards are evaluated on a subjective basis and granted to participants until an ownership position exists which is consistent with the participant's current responsibilities. 10,191 options were granted in April 2001. Chief Executive Officer Compensation. The Compensation Committee established Mr. Grohalski's base salary based primarily on a subjective evaluation of the Company's prior year's financial results, past salary levels and compensation paid to other chief executive officers in the Company's industry. Based on the Compensation Committee's comparison of the Company's overall compensation level for Mr. Grohalski as a percent of revenue and net income to comparable companies in the industry, the Compensation Committee believes his overall compensation level is in the middle of the range. RESPECTFULLY SUBMITTED BY THE MEMBERS OF THE COMPENSATION COMMITTEE, James J. Morrison, H. Kenneth Cole and James P. Briskey. Director Compensation Currently, each director of the Company whose principal occupation is not with the Company or the Bank receives an annual fee of $6,709 which will be indexed for inflation in 2002. In addition, outside directors are compensated $150 for each committee meeting attended which will also be indexed for inflation in 2002. Outside directors also participate in a bonus program based upon the achievement of growth and profitability goals. There were no bonus payments for 2001. The directors are eligible to receive stock options under the Southern Michigan Bancorp, Inc. 2000 Stock Option Plan. In 2001, 300 options were granted to each director with an exercise price of $15.32. These options have a two year vesting, and are therefore not exercisable until April of 2003. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of February 15, 2002, the names and addresses of all beneficial owners of 5% or more of the Common Stock showing the amount and nature of such beneficial ownership: 32
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) CLASS ------------------------------------------------------------------------------------------------------------ Common Stock Southern Michigan Bank 259,099(a) 13.50% & Trust 51 West Pearl Street Coldwater, MI 49036 Common Stock Harvey B. Randall 146,079(b) 7.61% 8391 Old U.S. 27 South Marshall, MI 49068
(1) Based upon information furnished to the Company by the beneficial owners named above. The nature of beneficial ownership for shares shown is sole voting and investment power, except as set forth below. Shares have been rounded to the nearest whole share. (a) Shares are held by the Trust Department of Southern Michigan Bank & Trust in various fiduciary capacities. (b) Includes 146,022 shares held by Mr. Randall as trustee. The following table sets forth, as of February 15, 2002, the total number of shares of the Common Stock beneficially owned, and the percent of such shares so owned, by each director and by all directors and executive officers of the Company as a group. 33
NAME OF BENEFICIAL OWNER OR NUMBER OF AMOUNT AND NATURE OF TOTAL PERCENT OF PERSONS IN GROUP BENEFICIAL OWNERSHIP(1) CLASS ------------------------------------------------------------------------------------------------------------- Marcia Albright 55(a) 55 (2) James P. Briskey 14,178 28,357 1.48 14,179 (a) H. Kenneth Cole 381 381 (2) William E. Galliers 4,145 (a) 4,145 (2) James T. Grohalski(3) 12,631 (b) 12,631 (2) Nolan E. Hooker 1,044 (a) 1,196 (2) 152 Gregory J. Hull 1,797 (a) 1,797 (2) Thomas E. Kolassa 2,246 (a) 2,246 (2) James J. Morrison 2,042 4,804 (2) 2,762 (a) Jane L. Randall 6,235 (c) 6,235 (2) Freeman E. Riddle 4,554 7,000 (2) 2,446 (a) All directors and executive officers as a 73,925 73,925 3.95% group (12 persons)
(1) Based upon information furnished to the Company by the individual named and the members of the designated group. The nature of beneficial ownership for shares shown is sole voting and investment power except as set forth below. Shares have been rounded to the nearest whole share. (a) Shared voting and investment power. (b) Includes 11,746 shares held by the Bank's Employee Stock Ownership Plan (the "ESOP") as to which Mr. Grohalski has voting power only. (c) Shares indicated are held as trustee. (2) Less than one percent (1%). (3) Mr. Grohalski is an executive officer of the Company. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Directors and officers of the Company and their associates were customers of, and had transactions with the Bank in the ordinary course of business during 2001. All loans and commitments included in such transactions were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility or present other unfavorable features. 34 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a)(1) The following consolidated financial statements of the Company are filed as a part of this report and are included herewith beginning on page FS-1: - Report of Crowe, Chizek and Company LLP, independent auditors - Consolidated Balance Sheets - December 31, 2001 and 2000 - Consolidated Statements of Changes in Shareholders' Equity - Years ended December 31, 2001, 2000 and 1999 - Consolidated Statements of Income - Years ended December 31, 2001, 2000 and 1999 - Consolidated Statements of Cash Flows - Years ended December 31, 2001, 2000 and 1999 - Notes to Consolidated Financial Statements - December 31, 2001 (a)(2) Not applicable. (a)(3) Exhibits (Numbered in accordance with Item 601 of Regulation S-K). Exhibit No. Description of Exhibit Exhibit 2 Not applicable. Exhibit 3(i) Articles of Incorporation incorporated by reference to Exhibit 3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991 and Exhibit 3 to Form S-3D filed April 30, 1998. Exhibit 3(ii) Amended and Restated By-Laws are incorporated by reference to Exhibit 3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997. Exhibit 4 Instruments Defining the Rights of Security Holders of the Company are the Articles of Incorporation and By-Laws (see Exhibits 3(i) and (ii) above). Exhibit 9 Not applicable. Exhibit 10(a) Material Contracts - Executive Compensation Plans and Arrangements: (1) Master Agreements for Directors' Deferred Income Plan; (2) Composite form of Executive Employee Salary Continuation Agreement, as amended; and (3) Master Agreements for Executives' Deferred Compensation Plan, as amended, are incorporated by reference to Exhibit 10 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994. 35 Exhibit 10(b) Southern Michigan Bancorp, Inc. 2000 Stock Option Plan is incorporated by reference to Exhibit 10(b) to the Company's Annual Report on Form 10-K for the year ended December 31, 1999. Exhibit 10(c) Employment Agreement dated January 1, 2002 by and between the Bank and the Company and James T. Grohalski. Exhibit 11 Not applicable. Exhibit 12 Not applicable. Exhibit 13 Not applicable. Exhibit 16 Not applicable. Exhibit 18 Not applicable. Exhibit 21 Subsidiaries of the Company. Exhibit 22 Not applicable. Exhibit 23 Consent of Independent Auditors. Exhibit 24 Not applicable. Exhibit 27 Not applicable. (b) No reports were filed on Form 8-K in the last quarter of the period covered by this report. (c) Exhibits - See Item 14(a)(3) above. (d) Financial Statement Schedules - Omitted due to inapplicability or because required information is shown in the Financial Statements and Notes thereto. SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT The Company will furnish to the Security Holders of the Company an annual report and proxy materials for its 2002 annual meeting of its shareholders subsequent to the filing of this Form 10-K. (The remainder of this page is intentionally blank. The next page is FS-1). 36 SOUTHERN MICHIGAN BANCORP, INC. REPORT OF INDEPENDENT AUDITORS [CROWE, CHIZEK AND COMPANY LLP LOGO] Shareholders and Board of Directors Southern Michigan Bancorp, Inc. Coldwater, Michigan We have audited the accompanying consolidated balance sheets of Southern Michigan Bancorp, Inc. as of December 31, 2001 and 2000 and the related consolidated statements of income and comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Southern Michigan Bancorp, Inc. as of December 31, 2001 and 2000 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. As disclosed in Note C, on July 1, 1999 the Company changed its method of accounting for derivative instruments and hedging activities to comply with new accounting guidance. Crowe, Chizek and Company LLP South Bend, Indiana February 8, 2002 FS-1 SOUTHERN MICHIGAN BANCORP, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except number of shares)
December 31, 2001 2000 --------------------------- ASSETS Cash $ 3,448 $ 3,769 Due from banks 19,984 14,720 --------------------------- Cash and cash equivalents 23,432 18,489 Securities available for sale 61,531 51,475 Loans, net of allowance for loan losses $2,065 - 2001 ($2,096 - 2000) 210,470 212,309 Premises and equipment 7,868 7,619 Accrued interest receivable 2,310 3,062 Net cash surrender value of life insurance 5,732 5,507 Other assets 5,753 5,178 --------------------------- TOTAL ASSETS $ 317,096 $ 303,639 =========================== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Non-interest bearing $ 40,515 $ 37,677 Interest bearing 220,568 207,753 --------------------------- Total deposits 261,083 245,430 Accrued expenses and other liabilities 4,943 3,520 Federal funds purchased 0 4,000 Other borrowings 24,000 25,000 --------------------------- 290,026 277,950 Common stock subject to repurchase obligation in Employee Stock Ownership Plan, shares outstanding - 98,549 in 2001 (109,438 in 2000) 1,523 1,478 Shareholders' equity Preferred stock, 100,000 shares authorized; none issued or outstanding Common stock, $2.50 par value: Authorized - 4,000,000 shares Issued - 1,920,651 shares in 2001 (1,940,502 in 2000) Outstanding - 1,822,102 shares in 2001 (1,831,064 in 2000) 4,555 4,578 Additional paid-in capital 9,652 10,072 Retained earnings 11,528 9,964 Accumulated other comprehensive income 400 185 Unearned Employee Stock Ownership Plan shares (588) (588) --------------------------- TOTAL SHAREHOLDERS' EQUITY 25,547 24,211 --------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 317,096 $ 303,639 ===========================
See accompanying notes to consolidated financial statements. FS-2 SOUTHERN MICHIGAN BANCORP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (In thousands, except number of shares and per share data)
Accumulated Other Additional Compre- Unearned Common Paid-In Retained hensive ESOP Stock Capital Earnings Income (Loss) Shares TOTAL ------------------------------------------------------------------------------- BALANCE AT JANUARY 1, 1999 $ 4,305 $ 3,863 $ 11,505 $ 260 $ (588) $ 19,345 Net income for 1999 3,300 3,300 Cash dividends declared - $.68 per share (1,373) (1,373) 10% stock dividend issued (179,024 shares) 447 5,036 (5,483) Common stock repurchased and retired (82,442 shares) (206) (2,466) (2,672) Change in common stock subject to repurchase 51 1,988 2,039 Net change in unrealized gain (loss) on available for sale securities, net of tax (649) (649) ----------------------------------------------------------------------------- BALANCE AT DECEMBER 31, 1999 4,597 8,421 7,949 (389) (588) 19,990 Net income for 2000 3,375 3,375 Cash dividends declared - $.70 per share (1,360) (1,360) Common stock repurchased and retired (28,757 shares) (72) (808) (880) Change in common stock subject to repurchase 53 2,459 2,512 Net change in unrealized gain (loss) on available for sale securities, net of tax 574 574 ----------------------------------------------------------------------------- BALANCE AT DECEMBER 31, 2000 4,578 10,072 9,964 185 (588) 24,211 Net income for 2001 2,744 2,744 Cash dividends declared - $.61 per share (1,180) (1,180) Common stock repurchased and retired (19,851 shares) (50) (348) (398) Change in common stock subject to repurchase 27 (72) (45) Net change in unrealized gain (loss) on available for sale securities, net of tax 215 215 ----------------------------------------------------------------------------- BALANCE AT DECEMBER 31, 2001 $ 4,555 $ 9,652 $ 11,528 $ 400 $ (588) $ 25,547 =============================================================================
See accompanying notes to consolidated financial statements. FS-3 SOUTHERN MICHIGAN BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In thousands, except per share data)
Year ended December 31, 2001 2000 1999 ------------------------------------------ Interest income: Loans, including fees $ 18,466 $ 20,102 $ 16,577 Securities: Taxable 2,360 2,212 2,235 Tax-exempt 862 908 1,132 ------------------------------------------ 3,222 3,120 3,367 Other 36 23 107 ------------------------------------------ Total interest income 21,724 23,245 20,051 Interest expense: Deposits 7,895 8,912 7,738 Other 1,750 1,785 697 ------------------------------------------ Total interest expense 9,645 10,697 8,435 ------------------------------------------ NET INTEREST INCOME 12,079 12,548 11,616 Provision for loan losses 1,250 700 852 ------------------------------------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 10,829 11,848 10,764 Non-interest income: Service charges on deposit accounts 1,062 1,102 1,064 Trust fees 565 535 486 Securities gains (losses) 529 (3) Net gains on loan sales 1,161 533 758 Earnings on life insurance assets 253 247 208 Other 461 614 509 ------------------------------------------ 4,031 3,028 3,025 Non-interest expense: Salaries and employee benefits 5,275 4,803 4,569 Occupancy 843 820 854 Equipment 1,195 1,040 979 Printing, postage and supplies 413 409 385 Advertising and marketing 316 271 287 Professional and outside services 690 1,032 428 Other 2,509 1,947 1,982 ------------------------------------------ 11,241 10,322 9,484 ------------------------------------------ Income before income taxes 3,619 4,554 4,305 Federal income taxes 875 1,179 1,005 ------------------------------------------ NET INCOME 2,744 3,375 3,300 Other comprehensive income: Unrealized gains (losses) on securities arising during the year 854 866 (1,599) Net cumulative effect of adopting new accounting principle 616 Reclassification adjustment for accumulated (gains) losses included in net income (529) 3 Tax effect (110) (295) 334 ------------------------------------------ Other comprehensive income (loss) 215 574 (649) ------------------------------------------ COMPREHENSIVE INCOME $ 2,959 $ 3,949 $ 2,651 ========================================== BASIC AND DILUTED EARNINGS PER COMMON SHARE $ 1.43 $ 1.75 $ 1.64 ==========================================
See accompanying notes to consolidated financial statements. FS-4 SOUTHERN MICHIGAN BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
Year ended December 31, 2001 2000 1999 ------------------------------------------ OPERATING ACTIVITIES Net income $ 2,744 $ 3,375 $ 3,300 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 1,250 700 852 Depreciation 900 741 711 Net amortization of investment securities 121 45 206 Net realized (gains) losses on sales and calls of securities (529) 3 Loans originated for sale (55,835) (18,805) (27,348) Proceeds on loans sold 56,157 19,305 27,773 Net gains on loan sales (1,161) (533) (758) Net realized (gain) loss on disposal of fixed assets 8 (25) Net change in: Accrued interest receivable 752 (620) (24) Other assets (685) (1,560) (607) Accrued expenses and other liabilities 1,447 (13) 481 ------------------------------------------ Net cash from operating activities 5,169 2,613 4,586 INVESTING ACTIVITIES Net decrease in federal funds sold Activity in available-for-sale securities: Sales 12,559 997 4,000 Maturities and calls 22,570 12,731 19,238 Purchases (44,452) (10,153) (19,387) Activity in held-to-maturity securities: Maturities and calls 12,625 Increase in net cash surrender value of life insurance (225) (256) (225) Loan originations and payments, net 1,428 (21,737) (30,481) Proceeds from sale of premises and equipment 15 206 Additions to premises and equipment (1,172) (1,836) (380) ------------------------------------------ Net cash from investing activities (9,277) (20,048) (14,610) FINANCING ACTIVITIES Net change in deposits 15,653 12,127 (58) Net change in federal funds purchased (4,000) 4,000 Proceeds from other borrowings (1,000) 10,000 10,000 Cash dividends paid (1,204) (1,369) (1,428) Repurchase of common stock (398) (880) (2,672) ------------------------------------------ Net cash from financing activities 9,051 23,878 5,842 ------------------------------------------ NET CHANGE IN CASH AND CASH EQUIVALENTS 4,943 6,443 (4,182) Beginning cash and cash equivalents 18,489 12,046 16,228 ------------------------------------------ ENDING CASH AND CASH EQUIVALENTS $ 23,432 $ 18,489 $ 12,046 ========================================== Transfers of securities from held to maturity to available for sale $ - $ - $ 19,747 Cash paid for interest $ 9,825 $ 10,687 $ 8,397
See accompanying notes to consolidated financial statements. FS-5 SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS AND INDUSTRY SEGMENTS: Southern Michigan Bancorp, Inc. is a bank holding company. The Company's business is concentrated in the banking industry segment. The business of commercial and retail banking accounts for more than 90% of its revenues, operating income and assets. While the Company's chief decision makers monitor the revenue stream of various company products and services, operations are managed and financial performance is evaluated on a company-wide basis. Accordingly, all of the Company's banking operations are considered by management to be aggregated into one operating segment. The Bank offers individuals, businesses, institutions and government agencies a full range of commercial banking services primarily in the southern Michigan communities in which the Bank is located and in areas immediately surrounding these communities. The Bank grants commercial and consumer loans to customers. The majority of loans are secured by business assets, commercial real estate, and consumer assets. There are no foreign loans. SMB Mortgage Company was established in August 2000 as a wholly-owned subsidiary of the Bank. All residential real estate loans are transacted through this subsidiary. The majority of loans are secured by residential real estate. PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the accounts of Southern Michigan Bancorp, Inc. (the Company) and its wholly owned subsidiary, Southern Michigan Bank & Trust (the Bank), after elimination of significant intercompany balances and transactions. USE OF ESTIMATES: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates that are more susceptible to change in the near term include the allowance for loan losses, deferred income tax provisions, fair values of certain securities and other financial instruments and the actuarial present value of pension benefit obligations, net periodic pension expense and accrued pension costs. SECURITIES: Management determines the appropriate classification of securities at the time of purchase. If management has the intent and the Company has the ability at the time of purchase to hold securities until maturity, they are classified as held to maturity and carried at amortized historical cost. Securities to be held for indefinite periods of time and not intended to be held to maturity are classified as available for sale and carried at fair value, with unrealized gains and losses reported in other comprehensive income and shareholders' equity, net of tax. Securities classified as available for sale include securities that management intends to use as part of its asset/liability management strategy and that may be sold in response to changes in interest rates, prepayment risk, and other factors. Premiums and discounts on securities are recognized in interest income using the level yield method over the estimated life of the security. Gains and losses on the sale of available for sale securities are determined using the specific identification method. Securities are written down to fair value when a decline in fair value is not temporary. LOANS HELD FOR SALE: Loans held for sale are reported at the lower of cost or market value in the aggregate. Net unrealized losses are recorded in a valuation allowance by charges to income. LOANS: Loans are reported at the principal balance outstanding, net of unearned interest, deferred loan fees and costs, and an allowance for loan losses. Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term. Interest income is not reported when full loan repayment is in doubt, typically when payments are past due over 90 days, unless the loan is both well secured and in the process of collection. Payments received on such loans are reported as principal reductions. FS-6 SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE A - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ALLOWANCE FOR LOAN LOSSES: The allowance for loan losses is a valuation allowance for probable incurred credit losses, increased by the provision for loan losses and decreased by charge-offs less recoveries. Estimating the risk of loss and the amount of loss on any loans is necessarily subjective. Accordingly, management estimates the allowance balance based on past loan loss experience, nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, should be charged-off. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Loan impairment is reported when full payment under the loan terms is not expected. Impairment is evaluated in total for smaller-balance loans of similar nature such as residential mortgage and consumer loans and on an individual loan basis for other loans. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan's existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Loans are evaluated for impairment when payments are delayed, typically 90 days or more, or when it is probable that all principal and interest amounts will not be collected according to the original terms of the loan. PREMISES AND EQUIPMENT: Premises and equipment are stated at cost, less accumulated depreciation. Depreciation is computed principally using accelerated methods over their estimated useful lives. These assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. Maintenance, repairs and minor alterations are charged to current operations as expenditures occur. Major improvements are capitalized. Land is carried at cost. SERVICING RIGHTS: Servicing rights represent both purchased rights and the allocated value of servicing rights retained on loans sold. Servicing rights are expensed in proportion to, and over the period of, estimated net servicing revenues. Impairment is evaluated based on the fair value of the rights, using groupings of the underlying loans as to interest rates and then, secondarily, as to geographic and prepayment characteristics. Any impairment of a grouping is reported as a valuation allowance. GOODWILL AND CORE DEPOSIT INTANGIBLES: Goodwill is the excess of purchase price over identified net assets in business acquisitions. Goodwill is currently amortized on the straight-line method over 15 years. Identified intangibles represent the value of depositor relationships purchased and are amortized on accelerated methods over 10 years. Goodwill and identified intangibles are assessed for impairment based on estimated undiscounted cash flows, and written down if necessary. Goodwill was $620,000 and $682,000 and core deposit intangibles were $189,000 and $320,000 at December 31, 2001 and 2000, respectively. These balances are included in other assets. OTHER REAL ESTATE: Other real estate was $1,406,000 and $1,415,000 at December 31, 2001 and 2000 and is included in other assets. Other real estate is comprised of properties acquired through a foreclosure proceeding or acceptance of a deed in lieu of foreclosure. These properties are initially recorded at the lower of cost or fair value at the date of foreclosure, establishing a new cost basis. After foreclosure, valuations are periodically performed by management and real estate is carried at the lower of cost or fair value less estimated cost of disposal. Expenses, gains and losses on disposition, and changes in the valuation allowance are reported in other expense. STOCK COMPENSATION: Employee compensation expense under stock option plans is reported if options are granted below market price at grant date. Pro forma disclosures of net income and earnings per share are shown using the fair value method of SFAS No. 123 to measure expense for options granted after 1994, using an option pricing model to estimate fair value. FS-7 SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE A - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INCOME TAXES: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. EARNINGS AND DIVIDENDS PER COMMON SHARE: Basic earnings per common share is based on net income divided by the weighted average number of common shares outstanding during the period. ESOP shares are considered outstanding for this calculation unless unearned. Diluted earnings per common share reflects the dilutive effect of any additional potential common shares. Earnings and dividends per share are restated for all stock splits and stock dividends through the date of issue of the financial statements. CASH FLOW INFORMATION: For purposes of the consolidated statements of cash flows, the Company considers cash and due from banks as cash and cash equivalents. The Company reports net cash flows for customer loan and deposit transactions. COMPREHENSIVE INCOME: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes the net change in unrealized gains and losses on securities available for sale, net of tax, which is also recognized as a separate component of shareholders' equity. FAIR VALUES OF FINANCIAL INSTRUMENTS: Fair values of financial instruments are estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect such estimates. The fair value estimates of existing on-and off- balance sheet financial instruments does not include the value of anticipated future business or values of assets and liabilities not considered financial instruments. CONCENTRATIONS OF CREDIT RISK: The Company grants commercial, real estate and installment loans to customers mainly in Southern Michigan. Commercial loans include loans collateralized by commercial real estate, business assets and agricultural loans collateralized by crops and farm equipment. Commercial, financial and agricultural loans make up approximately 62% of the loan portfolio and the loans are expected to be repaid from cash flow from operations of businesses. Residential mortgage loans make up approximately 28% of the loan portfolio and are collateralized by mortgages on residential real estate. Consumer loans make up approximately 10% of the loan portfolio and are primarily collateralized by consumer assets. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK: Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and standby letters of credit issued to meet customer needs. The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. NEW ACCOUNTING PRONOUNCEMENT: A new accounting standard requires all business combinations to be recorded using the purchase method of accounting for any transaction initiated after June 30, 2001. Under the purchase method, all identifiable tangible and intangible assets and liabilities of the acquired company must be recorded at fair value at date of acquisition, and the excess of cost over fair value of net assets acquired is recorded as goodwill. Identifiable intangible assets must be separate from goodwill. Identifiable intangible assets with finite useful lives will be amortized under the new standard, whereas goodwill, both amounts previously recorded and future amounts purchased, will cease being amortized starting in 2002. Annual impairment testing will be required for goodwill with impairment being recorded if the carrying amount of goodwill exceeds its implied fair value. The Company's current intangible assets resulted from branch acquisitions. Current interpretations issued by the Financial Accounting Standards Board (FASB) will require the amortization of the core deposit intangibles and the goodwill resulting from branch acquisitions. However, the FASB is reconsidering their interpretation and it is possible that in the future there may no longer be a requirement to amortize the goodwill resulting from branch acquisitions. FS-8 SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE A - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) LOSS CONTINGENCIES: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management charged $220,000 against earnings in 2001 representing the Company's estimate as of December 31, 2001 of the potential liability arising out of litigation involving the Bank's trust department. In February of 2002, the Company resolved the litigation which will not result in any additional material losses to the Company. RECLASSIFICATIONS: Some items in the prior year consolidated financial statements have been reclassified to conform with the current year presentation. NOTE B - BASIC AND DILUTED EARNINGS PER COMMON SHARE A reconciliation of the numerators and denominators of basic and diluted earnings per common share for the years ended is presented below:
2001 2000 1999 ---- ---- ---- BASIC EARNINGS PER COMMON SHARE Net income (in thousands) $ 2,744 $ 3,375 $ 3,300 ========================================== Weighted average common shares outstanding 1,937,844 1,947,384 2,027,015 Less: Unallocated ESOP shares (15,400) (15,400) (15,400) ------------------------------------------ Weighted average common shares outstanding for basic earnings per common share 1,922,444 1,931,984 2,011,615 ========================================== Basic earnings per common share $ 1.43 $ 1.75 $ 1.64 ========================================== DILUTED EARNINGS PER COMMON SHARE Net income (in thousands) $ 2,744 $ 3,375 $ 3,300 ========================================== Weighted average common shares outstanding for basic earnings per common share 1,922,444 1,931,984 2,011,615 Add: Dilutive effects of assumed exercises of stock options 121 - - ------------------------------------------ Average shares and dilutive potential of common shares outstanding 1,922,515 1,931,984 2,011,615 ========================================== Diluted earnings per common share $ 1.43 $ 1.75 $ 1.64 ==========================================
FS-9 SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE C - SECURITIES Year end investment securities were as follows (in thousands):
GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR AVAILABLE FOR SALE, 2001 COST GAINS LOSSES VALUE --------------------------------------------------------- U.S. Treasury and Government agencies $ 21,156 $ 324 $ (4) $ 21,476 States and political subdivisions 30,098 293 (69) 30,322 Corporate securities 4,410 35 4,445 Mortgage-backed securities 1,473 22 1,495 --------------------------------------------------------- Total debt securities 57,137 674 (73) 57,738 Equity securities 3,789 4 3,793 --------------------------------------------------------- TOTAL $ 60,926 $ 678 $ (73) $ 61,531 =========================================================
Included above are $4,033,000 in floating rate securities that are putable on a weekly basis.
GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR AVAILABLE FOR SALE, 2000 COST GAINS LOSSES VALUE --------------------------------------------------------- U.S. Treasury and Government agencies $ 19,023 $ 160 $ (20) $ 19,163 States and political subdivisions 22,575 176 (14) 22,737 Corporate securities 6,031 102 (79) 6,054 Mortgage-backed securities 2,283 (45) 2,238 --------------------------------------------------------- Total debt securities 49,912 438 (158) 50,192 Equity securities 1,283 1,283 --------------------------------------------------------- TOTAL $ 51,195 $ 438 $ (158) $ 51,475 =========================================================
There were no securities held to maturity as of December 31, 2001 or 2000. Sales of available for sale securities were (in thousands):
2001 2000 1999 ------------------------------------------ Proceeds $ 12,559 $ 997 $ 0 Gross gains 545 1 0 Gross losses (44) (4) 0
Contractual maturities of debt securities at year-end 2001 were as follows (in thousands). Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
AMORTIZED FAIR COST VALUE --------------------------- Due in one year or less $ 14,187 $ 14,330 Due from one to five years 32,722 33,118 Due from five to ten years 5,784 5,832 Due after ten years 2,971 2,963 Mortgage-backed securities 1,473 1,495 --------------------------- $ 57,137 $ 57,738 ===========================
Securities with a carrying value of $ 0 and $20,407,000 as of December 31, 2001 and 2000, respectively, were pledged to secure FHLB borrowings. Securities with a carrying value of $13,047,000 and $2,355,000 were pledged as collateral for public deposits and for other purposes in 2001 and 2000. FS-10 SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE C - SECURITIES (CONTINUED) Except as indicated, total securities of any state (including all its political subdivisions) were less than 10% of shareholders' equity. At year-end 2001 and 2000, the amortized cost of securities issued by the state of Michigan and all its political subdivisions totaled $10,455,000 and $11,079,000 with an estimated market value of $10,563,000 and $11,511,000, respectively. As of July 1, 1999, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." Under SFAS No. 133, all derivative instruments are recorded at their fair values. If derivative instruments are designated as hedges of fair values, both the change in the fair value of the hedge and the hedged item are included in current earnings. Fair value adjustments related to cash flow hedges are recorded in other comprehensive income and reclassified to earnings when the hedged transactions are reflected in earnings. Ineffective portions of hedges are reflected in income currently. The Company does not have any derivative instruments nor does the Company have any hedging activities. As permitted by SFAS No. 133, the Company transferred securities with an amortized cost of $19,131,000 and a fair value of $19,747,000 from the held to maturity portfolio to the available for sale portfolio. None of these securities were sold during 1999. NOTE D - LOANS Loans at year-end were as follows (in thousands):
2001 2000 --------------------------- Commercial $ 130,903 $ 112,748 Consumer 22,118 31,411 Real estate mortgage 57,651 69,222 Loans held for sale, net of valuation allowance of $-0- in 2001 and 2000 1,863 1,024 --------------------------- 212,535 214,405 Less allowance for loan losses (2,065) (2,096) --------------------------- LOANS, NET $ 210,470 $ 212,309 ===========================
Certain directors and executive officers of the Company and the Bank, including their associates and companies in which they are principal owners, were loan customers of the Bank. The following is a summary of loans (in thousands) exceeding $60,000 in the aggregate to these individuals and their associates.
2001 2000 --------------------------- Balance at January 1 $ 4,113 $ 4,502 New loans 6,294 5,807 Repayments (6,341) (5,766) Other changes, net (254) (430) --------------------------- BALANCE AT DECEMBER 31 $ 3,812 $ 4,113 ===========================
The unpaid principal balance of mortgage loans serviced for others, which are not included on the consolidated balance sheet, was $46,690,000 and $72,920,000 at December 31, 2001 and 2000, respectively. Activity for capitalized mortgage servicing rights was as follows (in thousands):
2001 2000 1999 ------------------------------------------ Balance at January 1 $ 780 $ 796 $ 595 Additions - 184 377 Amortized to expense (356) (200) (176) ------------------------------------------ BALANCE AT DECEMBER 31 $ 424 $ 780 $ 796 ==========================================
No valuation allowance for capitalized mortgage servicing rights was necessary at December 31, 2001, 2000 or 1999. FS-11 SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE E - ALLOWANCES FOR LOAN LOSSES Changes in the allowance for loan losses for the years ended December 31 were as follows (in thousands):
2001 2000 1999 ------------------------------------------ Balance at January 1 $ 2,096 $ 2,132 $ 2,026 Provision for loan losses 1,250 700 852 Loans charged off (1,765) (942) (1,050) Recoveries 484 206 304 ------------------------------------------ Net charge-offs (1,281) (736) (746) ------------------------------------------ BALANCE AT DECEMBER 31 $ 2,065 $ 2,096 $ 2,132 ==========================================
2001 2000 --------------------------- Information regarding impaired loans follows: Year end loans with allowance for loan losses allocated $ 3,405 $ 2,312 Year end loans with no allowance for loan losses allocated 1,102 421 --------------------------- Total impaired loans $ 4,507 $ 2,733 =========================== Amount of allowance allocated to these loans 845 $ 850
2001 2000 1999 ------------------------------------------ Average balance of impaired loans during the year $ 5,950 $ 3,121 $ 2,415 Cash basis interest income recognized during the year $ 267 $ 275 $ 191 Interest income recognized during the year $ 233 $ 257 $ 200
NOTE F - PREMISES AND EQUIPMENT Premises and equipment consist of (in thousands):
2001 2000 --------------------------- Land $ 786 $ 786 Buildings and improvements 8,897 8,782 Equipment 4,907 3,959 --------------------------- 14,590 13,527 Less accumulated depreciation 6,722 5,908 --------------------------- TOTALS $ 7,868 $ 7,619 ===========================
Depreciation and amortization expense charged to operations was approximately $900,000, $741,000 and $711,000 in 2001, 2000 and 1999, respectively. FS-12 SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE G - DEPOSITS The carrying amount of domestic deposits at year-end follows (in thousands):
2001 2000 --------------------------- Non-interest bearing checking $ 40,515 $ 37,677 Interest bearing checking 40,640 39,222 Passbook savings 31,085 29,799 Money market accounts 63,621 46,253 Time deposits 83,178 90,289 Other deposits 2,044 2,190 --------------------------- TOTALS $ 261,083 $ 245,430 ===========================
The carrying amount of time deposits over $100,000 was $26,027,000 and $29,512,000 at December 31, 2001 and 2000, respectively. Interest expense on time deposits over $100,000 was $1,737,000, $1,482,000 and $1,263,000 for the years ended December 31, 2001, 2000 and 1999, respectively. At year-end, scheduled maturities of time deposits were as follows for the years ending December 31 (in thousands): 2002 $ 63,633 2003 12,663 2004 4,772 2005 2,104 2006 6 ----------- TOTALS $ 83,178 ===========
Related party deposits were $2,047,000 and $1,934,000 at December 31, 2001 and 2000, respectively. NOTE H - OTHER BORROWINGS Other borrowings represents advances obtained by the Bank from the Federal Home Loan Bank (FHLB) of Indianapolis. $23,000,000 of the advances have fixed interest rates ranging from 5.71% to 6.89% until the stated call dates ranging from February 20, 2001 to July 5, 2005. On the stated call dates, the FHLB will have the option to convert the advances to a periodic adjustable rate and will continue to have this option quarterly thereafter. The advances may not be prepaid by the Bank prior to the FHLB exercising its option to convert the advances to an adjustable rate. The remaining $1,000,000 FHLB advance is at a fixed rate of 4.57% with principal payments beginning in December of 2003 and continuing through December of 2013. The advances are secured by a blanket collateral agreement with the FHLB which gives the FHLB an unperfected security interest in the Bank's one-to-four family mortgage loans. Eligible FHLB collateral at December 31, 2001 and 2000 was approximately $43,000,000 and $73,000,000. At year-end 2001, scheduled principal reductions on these advances were as follows for the years ending December 31 (in thousands): 2002 $ 3,000 2003 78 2004 10,088 2005 10,090 2006 94 Thereafter 650 ----------- TOTAL FHLB ADVANCES $ 24,000 ===========
FS-13 SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE I - INCOME TAXES Income tax expense consists of:
2001 2000 1999 ------------------------------------------ Current $ 1,096 $ 1,100 $ 1,021 Deferred (221) 79 (16) ------------------------------------------ TOTALS $ 875 $ 1,179 $ 1,005 ==========================================
Income tax expense calculated at the statutory federal income tax rate of 34% differs from actual income tax expense as follows (in thousands):
2001 2000 1999 ------------------------------------------ Statutory rates $ 1,230 $ 1,548 $ 1,464 Tax-exempt interest income (267) (288) (358) Increase in net cash surrender value of life insurance policies (89) (87) (77) Other items, net 1 6 (24) ------------------------------------------ TOTALS $ 875 $ 1,179 $ 1,005 ==========================================
Year-end deferred tax assets and liabilities consist of (in thousands):
2001 2000 --------------------------- Deferred tax assets: Allowance for loan losses $ 476 $ 484 Deferred compensation and supplemental retirement liability 605 574 Intangible asset amortization 96 69 Pension liability 70 90 Other 25 - --------------------------- Totals 1,272 1,217 Deferred tax liabilities: Net unrealized appreciation on available for sale securities 205 95 Mortgage servicing rights 144 265 Other 15 60 --------------------------- Totals 364 420 --------------------------- NET DEFERRED TAX ASSET $ 908 $ 797 ===========================
The Company made income tax payments of $1,102,000 in 2001, $965,000 in 2000 and $1,160,000 in 1999. An allowance against the net deferred tax asset was not considered necessary at December 31, 2001 or 2000. NOTE J - BENEFIT PLANS The defined benefit pension plan covers substantially all full-time employees. The benefits are based on years of service and the employee's average highest compensation during five consecutive years of employment. The funding policy is to contribute annually an amount sufficient to meet the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974, plus additional amounts as may be appropriate from time to time. Contributions are intended to provide not only for benefits attributed to service to date but also for those expected to be earned in the future. Assets held by the plan primarily include corporate and foreign bonds and common equity securities. FS-14 SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE J - BENEFIT PLANS (CONTINUED) Information about the pension plan was as follows (in thousands):
2001 2000 ----------------------- Change in benefit obligation: Beginning benefit obligation $ (1,510) $ (1,415) Service cost (120) (113) Interest cost (107) (99) Actuarial (gain) loss 3 (122) Benefits paid 89 239 --------------------------- Ending benefit obligation $ (1,645) $ (1,510) =========================== Change in plan assets, at fair value: Beginning plan assets $ 1,527 $ 1,772 Actual return (103) (86) Employer contribution 144 80 Benefits paid (89) (239) --------------------------- Ending plan assets $ 1,479 $ 1,527 =========================== Net amount recognized: Funded status $ (166) $ 17 Unrecognized net actuarial gain (30) (273) Unrecognized transition obligation 6 9 Unrecognized prior service cost 12 25 --------------------------- Accrued pension cost $ (178) $ (222) ===========================
The components of pension expense and related actuarial assumptions were as follows:
2001 2000 1999 ------------------------------------------ Components of net periodic benefit cost: Service cost $ 120 $ 113 $ 133 Interest cost 108 99 134 Expected return on plan assets (129) (137) (153) Net amortization and deferral - (6) 16 ------------------------------------------ Net periodic benefit cost $ 99 $ 69 $ 130 ========================================== Discount rate on benefit obligation 7.0% 7.0% 7.0% Long-term expected rate of return on plan assets 8.0% 8.0% 8.0% Rate of compensation increase 3.0% 3.0% 3.0%
The Company has an employee stock ownership plan (ESOP) for substantially all full-time employees. The Board of Directors determines the Company's contribution level annually. Assets of the plan are held in trust by the Bank and administrative costs of the plan are borne by the plan sponsor. Costs charged to operations for contributions to the plan totaled $91,000, $73,000 and $78,000 in 2001, 2000 and 1999. During 2000, the Company amended its ESOP plan to adopt 401(k) provisions allowing for employee salary deferrals to purchase mutual funds. Company matching is provided in Company stock. Substantially all employees have converted their ESOP accounts to the amended plan. FS-15 SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE J - BENEFIT PLANS (CONTINUED) Shares held by the ESOP at year-end are as follows:
2001 2000 --------------------------- Allocated shares 98,549 109,438 Unallocated shares 15,400 15,400 --------------------------- TOTAL ESOP SHARES 113,949 124,838 ===========================
The fair value of the allocated shares held by the ESOP is approximately $1,523,000 and $1,478,000 at December 31, 2001 and 2000, respectively. Upon distribution of shares to a participant, the participant has the right to require the Company to purchase shares at their fair value in accordance with terms and conditions of the plan. As such these shares are not classified in shareholders' equity as permanent equity. As an incentive to retain key members of management and directors, the Bank has a deferred compensation plan whereby participants defer a portion of current compensation. Benefits are based on salary and length of service and are vested as service is provided from the date of participation through age 65. A liability is recorded on a present value basis and discounted at current interest rates. This liability may change depending upon changes in long-term interest rates. Deferred compensation expense was $204,000, $216,000 and $218,000 in 2001, 2000 and 1999. The liability for vested benefits was $1,548,000 and $1,467,000 at December 31, 2001 and 2000, respectively. NOTE K - STOCK OPTIONS On April 17, 2000, the Company approved a Stock Option Plan to advance the interests of the Company and its shareholders by affording to directors, officers and other employees of the Company an opportunity to acquire or increase their proprietary interest in the Company using stock options. Option shares authorized under the plan total 110,000. Options are to be granted with an exercise period of 10 years or less, an exercise price of not less than the fair market value of the stock on the date the options are granted and a vesting period as determined by the Board of Directors. The plan will terminate on the earliest of: (i) March 20, 2010; (ii) when all shares have been issued through exercise of options granted under this Plan; or (iii) at any earlier time that the Board of Directors may determine. A total of 10,191 options were granted in 2001. FS-16 SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE K - STOCK OPTIONS (CONTINUED) A summary of the activity in the plan is as follows for the year ended December 31, 2001.
WEIGHTED AVERAGE EXERCISE SHARES PRICE --------------------------- Outstanding at beginning of year - $ - Granted 10,191 15.32 Exercised - - Forfeited 311 15.32 --------- --------- Outstanding at end of year 9,880 $ 15.32 ========= ========= Options exercisable at year-end - - Weighted-average fair value of options granted during year $ 2.55
Options outstanding at year-end 2001 were as follows.
OUTSTANDING EXERCISABLE ----------- ----------- WEIGHTED AVERAGE WEIGHTED REMAINING AVERAGE CONTRACTUAL EXERCISE RANGE OF EXERCISE PRICES NUMBER LIFE NUMBER PRICE ---------------------------------------------------------------------------------------------------- $15 - $16 9,880 9.33 years - -
Had compensation cost for stock options been measured using FASB Statement No. 123, net income and earnings per share would have been the pro forma amounts indicated below for the year ended December 31, 2001. Net income as reported $ 2,744 Pro forma net income 2,737 Basic earnings per share as reported 1.43 Pro forma basic earnings per share 1.42 Diluted earnings per share as reported 1.43 Pro forma diluted earnings per share 1.42
The pro forma effects are computed using option pricing models, using the following weighted-average assumptions as of grant date. Risk-free interest rate 5.00% Expected option life 6.00 years Expected stock price volatility 19.04% Dividend yield 3.95%
FS-17 SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE L - COMMITMENTS There are various commitments which arise in the normal course of business, such as commitments under commercial letters of credit, standby letters of credit and commitments to extend credit. Accounting principles generally accepted in the United States of America recognize these transactions as contingent liabilities and accordingly, they are not reflected in the accompanying financial statements. These arrangements have credit risk essentially the same as that involved in extending loans to customers and are subject to the Bank's normal credit policies. Collateral generally consists of receivables, inventory and equipment and is obtained based on management's credit assessment of the customer. At December 31, 2001 and 2000, respectively, the Bank had commitments under commercial letters of credit, used to facilitate customers' trade transactions, of $0 and $147,000. Under standby letter of credit agreements, the Bank agrees to honor certain commitments in the event that its customers are unable to do so. At December 31, 2001 and 2000, respectively, commitments under outstanding standby letters of credit were $183,000 and $480,000. Loan commitments outstanding to extend credit are detailed below (in thousands):
2001 2000 --------------------------- Fixed rate $ 3,359 $ 2,963 Variable rate 44,091 35,093 ---------------------------- TOTALS $ 47,450 $ 38,056 ============================
The fixed rate commitments have stated interest rates ranging from 4.75% to 10.00%. The terms of the above commitments range from 1 to 60 months. Management does not anticipate any losses as a result of the above related transactions; however, the above amount represents the maximum exposure to credit loss for loan commitments and commercial and standby letters of credit. At December 31, 2001, the Company had line of credit agreements with LaSalle Bank and Fifth Third Bank for $4,000,000 and $750,000, respectively. The balances on these lines were $0 at December 31, 2001. The line of credit at LaSalle Bank is secured by Bank stock. At December 31, 2001, the Bank had line of credit agreements with Fifth Third Bank, Bank One and Federal Home Loan Bank for $5,500,000, $7,000,000 and $4,000,000, respectively. The balances on these lines were $0 at December 31, 2001. NOTE M - RESTRICTIONS ON TRANSFERS FROM SUBSIDIARY Banking laws and regulations restrict the amount the Bank may transfer to the Company in the form of cash dividends, loans and advances. At December 31, 2001, approximately $7,015,000 of the subsidiaries' retained earnings is available for transfer in the form of dividends without prior regulatory approval. FS-18 SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE N - SOUTHERN MICHIGAN BANCORP, INC. (PARENT COMPANY ONLY) FINANCIAL INFORMATION Condensed financial statements of Southern Michigan Bancorp, Inc. follow (in thousands):
Balance Sheets December 31, 2001 2000 --------------------------- ASSETS Cash $ 2 $ 1 Securities available for sale 1,708 2,944 Investment in subsidiary 24,594 22,243 Premises and equipment 1,078 1,109 Other 601 295 --------------------------- TOTAL ASSETS $ 27,983 $ 26,592 =========================== LIABILITIES AND SHAREHOLDERS' EQUITY Dividends payable $ 307 $ 331 Other liabilities 606 572 Common stock subject to repurchase obligation in ESOP 1,523 1,478 Shareholders' equity 25,547 24,211 --------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 27,983 $ 26,592 ===========================
Statements of Income Year ended December 31, 2001 2000 1999 ------------------------------------------ Dividends from Bank $ 457 $ 1,415 $ 3,718 Interest income 105 151 154 Other income 240 249 269 Other expenses (177) (500) (98) ------------------------------------------ 625 1,315 4,043 Federal income tax (expense) benefit (31) 71 (35) ------------------------------------------ 594 1,386 4,008 Equity in undistributed (excess) distributed net income of subsidiary 2,150 1,989 (708) ------------------------------------------ NET INCOME 2,744 3,375 3,300 Net change in unrealized gains (losses) on securities available for sale 215 574 (649) ------------------------------------------ Other comprehensive income 215 574 (649) ------------------------------------------ COMPREHENSIVE INCOME $ 2,959 $ 3,949 $ 2,651 ==========================================
Statements of Cash Flows Year ended December 31, 2001 2000 1999 ------------------------------------------ OPERATING ACTIVITIES Net income $ 2,744 $ 3,375 $ 3,300 Adjustments to reconcile net income to net cash provided by operating activities: Equity in (undistributed)/excess distributed net income of subsidiary (2,150) (1,989) 708 Depreciation 31 34 35 Net amortization of investment securities 10 22 25 Net realized gain on disposal of fixed assets (150) Other (279) 329 54 ------------------------------------------ Net cash from operating activities 356 1,621 4,122
FS-19 SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE N - SOUTHERN MICHIGAN BANCORP, INC. (PARENT COMPANY ONLY) FINANCIAL INFORMATION (CONTINUED)
Statements of Cash Flows (continued) Year ended December 31, 2001 2000 1999 ---------------------------------------- INVESTING ACTIVITIES Activity in available for sale investment securities: Proceeds from sales of investment securities 799 Maturities and calls 1,757 516 776 Purchases (510) (986) (717) Proceeds from sale of premises and equipment 204 Additions to premises and equipment (1) ---------------------------------------- Net cash from investing activities 1,247 532 59 FINANCING ACTIVITIES Common stock issued Cash dividends paid (1,204) (1,369) (1,428) Repurchase of common stock (398) (880) (2,672) ---------------------------------------- Net cash from financing activities (1,602) (2,249) (4,100) ---------------------------------------- NET CHANGE IN CASH AND CASH EQUIVALENTS 1 (96) 81 Beginning cash and cash equivalents 1 97 16 ---------------------------------------- ENDING CASH AND CASH EQUIVALENTS $ 2 $ 1 $ 97 ========================================== Transfers of securities held to maturity to securities available for sale $ - $ - $ 250
NOTE O - FAIR VALUE INFORMATION The following methods and assumptions were used by the Company in estimating fair values for financial instruments: CASH AND CASH EQUIVALENTS AND FEDERAL FUNDS SOLD: The carrying amounts reported in the balance sheet for cash and due from banks approximate those assets' fair values. SECURITIES: Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. The fair value of restricted equity securities approximates amortized cost. LOANS: For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for other loans are estimated using discounted cash flows analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. OFF-BALANCE-SHEET INSTRUMENTS: The estimated fair value of off balance sheet instruments is based on current fees or costs that would be charged to enter or terminate the arrangements. The estimated fair value is not considered to be significant for this presentation. FS-20 SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE O - FAIR VALUE INFORMATION (CONTINUED) DEPOSITS: The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of expected monthly maturities on time deposits. OTHER BORROWINGS: The fair value of other borrowings is estimated using discounted cash flows analysis based on the Bank's current incremental borrowing rate for similar types of borrowing arrangements. While these estimates of fair value are based on management's judgment of the most appropriate factors, there is no assurance that if the Company had disposed of such items at December 31, 2001 and 2000, the estimated fair values would have been achieved. Market values may differ depending on various circumstances not taken into consideration in this methodology. The estimated fair values at December 31, 2001 and 2000 should not necessarily be considered to apply at subsequent dates. In addition, other assets and liabilities that are not defined as financial instruments are not included in the following disclosures, such as property and equipment. Also, non-financial instruments typically not recognized in financial statements may have value but are not included in the following disclosures. These include, among other items, the estimated earnings power of core deposit accounts, the trained work force, customer goodwill and similar items. The estimated fair values of the Company's financial instruments at year end are as follows (in thousands):
2001 2000 --------------------------- --------------------------- CARRYING FAIR Carrying Fair AMOUNT VALUE Amount Value --------------------------- --------------------------- Financial assets: Cash and cash equivalents $ 23,432 $ 23,432 $ 18,489 $ 18,489 Securities available for sale 61,531 61,531 51,475 51,475 Loans 210,470 212,779 212,309 208,191 Financial liabilities: Deposits $ (261,083) $ (262,711) $ (245,430) $ (245,268) Federal funds purchased - - (4,000) (4,000) Other borrowings (24,000) (25,339) (25,000) (25,067)
NOTE P - REGULATORY MATTERS The Company and Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings and other factors, and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the consolidated financial statements. FS-21 SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE P - REGULATORY MATTERS (CONTINUED) The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required. At year end, actual capital levels (in thousands) and minimum required levels were:
MINIMUM REQUIRED TO BE MINIMUM REQUIRED WELL CAPITALIZED FOR CAPITAL UNDER PROMPT CORRECTIVE ACTUAL ADEQUACY PURPOSES ACTION REGULATIONS ----------------------- ------------------------- ------------------------ AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO ----------------------- ------------------------- ------------------------ 2001 TOTAL CAPITAL (TO RISK WEIGHTED ASSETS) CONSOLIDATED $27,884 12.0% $18,556 8.0% $23,195 10.0% BANK 25,435 11.1 18,420 8.0 23,024 10.0 TIER 1 CAPITAL (TO RISK WEIGHTED ASSETS) CONSOLIDATED 25,819 11.1 9,278 4.0 13,917 6.0 BANK 23,370 10.2 9,210 4.0 13,815 6.0 TIER 1 CAPITAL (TO AVERAGE ASSETS) CONSOLIDATED 25,819 8.3 12,520 4.0 15,651 5.0 BANK 23,370 7.6 12,380 4.0 15,475 5.0 2000 Total capital (to risk weighted assets) Consolidated $26,520 11.6% $18,369 8.0% $22,962 10.0% Bank 23,087 10.2 18,059 8.0 22,574 10.0 Tier 1 capital (to risk weighted assets) Consolidated 24,424 10.6 9,185 4.0 13,777 6.0 Bank 20,991 9.3 9,030 4.0 13,544 6.0 Tier 1 capital (to average assets) Consolidated 24,424 8.1 12,052 4.0 15,065 5.0 Bank 20,991 7.1 11,898 4.0 14,873 5.0
Both the Company and the Bank, at year-end 2001 and 2000, was categorized as well capitalized. NOTE Q - QUARTERLY FINANCIAL DATA (UNAUDITED)
INTEREST NET INTEREST NET EARNINGS PER SHARE INCOME INCOME INCOME BASIC FULLY DILUTED --------------------------------------------------------------------- 2001 FIRST QUARTER $ 5,738 $ 2,974 $ 674 $ .35 $ .35 SECOND QUARTER 5,508 2,904 656 .34 .34 THIRD QUARTER 5,449 3,109 722 .37 .37 FOURTH QUARTER 5,029 3,092 692 .37 .37 2000 First Quarter $ 5,434 $ 3,088 $ 757 $ .39 $ .39 Second Quarter 5,697 3,175 901 .47 .47 Third Quarter 6,086 3,140 781 .40 .40 Fourth Quarter 6,028 3,145 936 .49 .49
FS-22 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SOUTHERN MICHIGAN BANCORP, INC. Dated: March 11, 2002 By: /s/ James T. Grohalski ------------------------------------- James T. Grohalski Its: President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated. /s/ James P. Briskey /s/ Thomas E. Kolassa ------------------------------------- ------------------------------------- James P. Briskey, Director Thomas E. Kolassa, Director /s/ H. Kenneth Cole /s/ James J. Morrison ------------------------------------- ------------------------------------- H. Kenneth Cole, Director James J. Morrison, Director /s/ William E. Galliers /s/ Jane L. Randall ------------------------------------- ------------------------------------- William E. Galliers, Director Jane L. Randall, Director /s/ James T. Grohalski ------------------------------------- James T. Grohalski, President, Chief Executive Officer and Director (Principal Financial & Accounting Officer) /s/ Nolan E. Hooker /s/ Gregory J. Hull ------------------------------------- ------------------------------------- Nolan E. Hooker, Director Gregory J. Hull, Director /s/ Marcia Albright Dated: March 11, 2001 ------------------------------------- Marcia Albright, Director S-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Annual Report on Form 10-K For the Year Ended December 31, 2001 Index to Exhibits Exhibits SOUTHERN MICHIGAN BANCORP, INC. (A Michigan corporation) 51 West Pearl Street Coldwater, Michigan 49036 INDEX TO EXHIBITS Exhibit No. Description of Exhibit Exhibit 2 Not applicable. Exhibit 3(i) Articles of Incorporation incorporated by reference to Exhibit 3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991 and Exhibit 3 to Form S-3D filed April 30, 1998. Exhibit 3(ii) Amended and Restated By-Laws are incorporated by reference to Exhibit 3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997. Exhibit 4 Instruments Defining the Rights of Security Holders of the Company are the Articles of Incorporation and By-Laws (see Exhibits 3(i) and (ii) above). Exhibit 9 Not applicable. Exhibit 10(a) Material Contracts - Executive Compensation Plans and Arrangements: (1) Master Agreements for Directors' Deferred Income Plan; (2) Composite form of Executive Employee Salary Continuation Agreement, as amended; and (3) Master Agreements for Executives' Deferred Compensation Plan, as amended, are incorporated by reference to Exhibit 10 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994. Exhibit 10(b) Southern Michigan Bancorp, Inc. 2000 Stock Option Plan is incorporated by reference to Exhibit 10(b) to the Company's Annual Report on Form 10-K for the year ended December 31, 1999. Exhibit 10(c) Employment Agreement dated January 1, 2002 by and between the Bank and the Company and James T. Grohalski. Exhibit 11 Not applicable. Exhibit 12 Not applicable. Exhibit 13 Not applicable. Exhibit 16 Not applicable. Exhibit 18 Not applicable. Exhibit 21 Subsidiaries of the Company. Exhibit 22 Not applicable. Exhibit 23 Consent of Independent Auditors. Exhibit 24 Not applicable. Exhibit 27 Not applicable.