UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
- OR -
TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-20987
Grand Premier Financial Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-4077455
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
486 W. Liberty St., Wauconda, IL 60084-2489
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (847) 487-1818
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
or No
The number of shares of the registrant's Common Stock outstanding on
July 31, 1998 was 20,043,730 shares.
GRAND PREMIER FINANCIAL INCORPORATED
FORM 10-Q: QUARTERLY REPORT
FOR QUARTER ENDED JUNE 30, 1998
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets
June 30, 1998 (unaudited) and December 31, 1997. 2 - 3
Consolidated Statements of Income (unaudited)
Six Months Ended June 30, 1998 and 1997 4 - 5
Three Months Ended June 30, 1998 and 1997 6 - 7
Consolidated Statements of Cash Flow (unaudited)
Six Months Ended June 30, 1998 and 1997 8 - 9
Notes to Unaudited Consolidated Financial Statements 10 - 12
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 13 - 18
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 19
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5. Other Information
Item 6. A. Exhibits 20 - 22
B. Reports on Form 8-K 22
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(000's omitted
except share data)
June 30, December 31,
1998 1997
(Unaudited) (Audited)
Cash and non-interest bearing deposits $ 49,892 $ 63,502
Interest bearing deposits 91 159
Federal funds sold 28,000 -
Cash and cash equivalents 77,983 63,661
Securities available for sale, at fair value 458,933 454,400
Securities purchased under agreements to resell 13,726 19,922
Loans 996,631 1,028,863
Less: Unearned discount (932) (991)
Allowance for possible loan losses (13,162) (15,404)
Net loans 982,537 1,012,468
Bank premises and equipment 35,243 35,154
Excess cost over fair value of net
net assets acquired, net 16,083 16,885
Accrued interest receivable 11,994 12,994
Other assets 22,182 30,896
Total assets $1,618,681 $1,646,380
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
(000's omitted
except share data)
June 30, December 31,
1998 1997
(Unaudited) (Audited)
Liabilities
Non-interest bearing deposits $ 191,470 $ 187,943
Interest bearing deposits 1,138,065 1,142,588
Total deposits 1,329,535 1,330,531
Short-term borrowings 13,707 47,598
Long-term borrowings 70,000 70,000
Other liabilities 26,062 25,736
Total liabilities 1,439,304 1,473,865
Stockholders' equity
Preferred stock - $1 par value, 2,000,000
shares authorized:
Series B convertible, $1,000 stated value,
8.00%, 7,250 shares authorized, issued
and outstanding 7,250 7,250
Series C perpetual, $1,000 stated value,
8.00%, 2,000 shares authorized, issued
and outstanding 2,000 2,000
Common stock - $.01 par value
Number of Shares 6/30/98 12/31/97
Authorized 30,000,000 30,000,000
Issued 20,018,020 20,002,563
Outstanding 19,972,176 20,002,563 200 200
Surplus 49,788 49,735
Retained earnings 104,226 98,781
Accumulated other comprehensive income 16,389 14,549
Treasury stock, at cost
(45,844 shares at 6/30/98) (476) -
Stockholders' equity 179,377 172,515
Total liabilities &
stockholders' equity $1,618,681 $1,646,380
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(000's omitted
except per share data)
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
1998 1997
Interest income
Interest and fees on loans $44,637 $43,566
Interest and dividends on
investment securities:
Taxable 8,661 11,889
Exempt from federal income tax 4,129 3,800
Other interest income 961 477
Total interest income 58,388 59,732
Interest expense
Interest on deposits 24,239 26,252
Interest on short-term borrowings 606 1,114
Interest on long-term borrowings 2,152 952
Total interest expense 26,997 28,318
Net interest income 31,391 31,414
Provision for possible loan losses 1,800 1,360
Net interest income after provision
for possible loan losses 29,591 30,054
Other income
Service charges on deposits 2,841 2,810
Trust fees 1,698 1,433
Investment securities gains, net 1,926 2,824
Other income 1,983 2,328
Total other income 8,448 9,395
Other expenses
Salaries 9,501 9,999
Pension, profit sharing and other
employee benefits 2,516 2,444
Net occupancy of bank premises 2,173 2,362
Furniture and equipment 1,990 1,735
Amortization of excess cost over fair
value of net assets acquired 802 802
Other 7,156 7,349
Total other expenses 24,138 24,691
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Continued)
(000's omitted
except per share data)
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
1998 1997
Income before income taxes $13,901 $14,758
Applicable income taxes 4,482 4,867
Net income $ 9,419 $ 9,891
Earnings per share
Basic $ .45 $ .48
Diluted $ .44 $ .47
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(000's omitted
except per share data)
THREE MONTHS ENDED JUNE 30, 1998 AND 1997
1998 1997
Interest income
Interest and fees on loans $22,322 $22,735
Interest and dividends on
investment securities:
Taxable 4,147 5,792
Exempt from federal income tax 2,044 1,910
Other interest income 673 196
Total interest income 29,186 30,633
Interest expense
Interest on deposits 12,143 13,048
Interest on short-term borrowings 160 771
Interest on long-term borrowings 1,082 479
Total interest expense 13,385 14,298
Net interest income 15,801 16,335
Provision for possible loan losses 900 950
Net interest income after provision
for possible loan losses 14,901 15,385
Other income
Service charges on deposits 1,451 1,403
Trust fees 849 716
Investment securities gains (losses), net 1,743 (616)
Other income 746 1,114
Total other income 4,789 2,617
Other expenses
Salaries 4,732 4,877
Pension, profit sharing and other
employee benefits 1,324 991
Net occupancy of bank premises 1,082 1,075
Furniture and equipment 1,007 926
Amortization of excess cost over fair
value of net assets acquired 401 401
Other 3,789 3,981
Total other expenses 12,335 12,251
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Continued)
(000's omitted
except per share data)
THREE MONTHS ENDED JUNE 30, 1998 AND 1997
1998 1997
Income before income taxes $ 7,355 $ 5,751
Applicable income taxes 2,394 1,767
Net income $ 4,961 $ 3,984
Earnings per share
Basic $ .24 $ .19
Diluted $ .23 $ .19
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(000's omitted)
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
1998 1997
Cash flows from operating activities:
Net earnings $ 9,419 $ 9,891
Adjustments to reconcile net earnings to
net cash from operating activities:
Amortization net, related to:
Investment securities 844 499
Excess of cost over net assets acquired 802 802
Other 152 392
Depreciation 2,067 1,652
Provision for possible loan losses 1,800 1,360
Gain on sale related to:
Investment securities (1,926) (2,824)
Loans sold to secondary market (185) (84)
Loans originated for sale (36,794) (12,644)
Loans sold to secondary market 36,794 12,644
Change in:
Other assets 8,572 2,301
Other liabilities 324 1,628
Net cash from operating activities 21,869 15,617
Cash flows from investing activities:
Purchase of securities available for sale (109,028) (68,405)
Proceeds from:
Maturities of securities available for sale 93,933 59,239
Sales of securities available for sale 14,660 64,832
Net (increase) decrease in loans 28,157 (64,987)
Purchase of bank premises and equipment (2,183) (3,257)
Net (increase) decrease in securities under
resale agreements 6,196 (4,793)
Net cash from investing activities 31,735 (17,371)
Cash flows from financing activities
Net decrease in deposits (996) (45,979)
Net increase (decrease) in short term borrowings (33,891) 61,683
Proceeds from exercise of stock options 53 65
Payments to acquire treasury stock (476) -
Dividends paid (3,972) (3,571)
Net cash from financing activities (39,282) 12,198
Net increase in cash and cash equivalents 14,322 10,444
Cash and cash equivalents at beginning of year 63,661 65,955
Cash and cash equivalents at end of period $77,983 $ 76,399
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(continued)
(000's omitted)
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
1998 1997
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest 27,512 28,547
Income taxes 2,300 4,211
Non-cash activities:
Loans transferred to other real estate owned 34 336
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying consolidated financial statements include the
financial information of Grand Premier and its subsidiaries, all of
which are wholly owned. Significant intercompany balances and
transactions have been eliminated. The consolidated financial
statements for the three months and six months ended June 30, 1998
and 1997 are unaudited. In the opinion of management, the interim
financial statements reflect all adjustments (consisting only of
adjustments of a normal recurring nature) necessary for a fair
presentation of Grand Premier's financial position, results of
operations and cash flows for the interim periods presented. The
results for such interim periods are not necessarily indicative of
the results for the full year. The consolidated financial statements
and notes to the consolidated financial statements contained in the
Annual Report on Form 10-K for the year ended December 31, 1997,
should be read in conjunction with these consolidated financial
statements. Certain amounts for 1997 have been reclassified to
conform to the 1998 presentation.
2. In 1997, the Company adopted Statement of Financial Accounting
Standards No. 128, "Earnings per share" ("SFAS No. 128"). Under SFAS
No. 128, basic earnings per share is computed by dividing net income
less preferred stock dividends by the average number of common
shares outstanding during the period. Diluted earnings per share is
computed by dividing net income less preferred stock dividends
excluding dividends on convertible preferred stock by the average
number of common shares outstanding during the period plus the
average number of shares that would be issued upon exercise of
dilutive stock options using the treasury method plus the average
number of shares that would be issued upon conversion of dilutive
convertible preferred stock. Earnings per share amounts for the six
months and three months ended June 30, 1997 have been restated.
The following schedule reconciles net income to income available to
common stockholders and the number of average shares used in the
computation of basic and diluted earnings per share.
Per
Income Shares Share
(Numerator) (Denominator) Amount
(in thousands)
Six months ended June 30, 1998:
Net income $ 9,419
Less: Preferred stock dividends (370)
Basic EPS
Income available to
common stockholders 9,049 20,013,940 $ .45
Effect of Dilutive securities
Stock options 303,582
Convertible preferred stock 290 851,684
Diluted EPS
Income available to common
stockholders and assumed
conversions $ 9,339 21,169,206 $ .44
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
2. (Continued)
Six months ended June 30, 1997:
Net income $ 9,891
Less: Preferred stock dividends (370)
Basic EPS
Income available to
common stockholders 9,521 20,001,311 $ .48
Effect of Dilutive securities
Stock options 193,329
Convertible preferred stock 290 851,684
Diluted EPS
Income available to common
stockholders and assumed
conversions $ 9,811 21,046,324 $ .47
Three months ended June 30, 1998:
Net income $ 4,961
Less: Preferred stock dividends (185)
Basic EPS
Income available to
common stockholders 4,776 20,018,020 $ .24
Effect of Dilutive securities
Stock options 312,187
Convertible preferred stock 145 851,684
Diluted EPS
Income available to common
stockholders and assumed
conversions $ 4,921 21,181,891 $ .23
Three months ended June 30, 1997:
Net income $ 3,984
Less: Preferred stock dividends (185)
Basic EPS
Income available to
common stockholders 3,799 20,002,563 $ .19
Effect of Dilutive securities
Stock options 218,086
Convertible preferred stock 145 851,684
Diluted EPS
Income available to common
stockholders and assumed
conversions $ 3,944 21,072,333 $ .19
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
3. In 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130")
which establishes standards for reporting and the display of
comprehensive income and its components in a full set of general
purpose financial statements. SFAS 130 requires all items to be
recognized under accounting standards as components of comprehensive
income be reported in a financial statement that is displayed in
equal prominence with other financial statements. The Company is
required to classify items of "other comprehensive income" by their
nature in the financial statement and display the balance of other
comprehensive income separately in the stockholders' equity section
of the balance sheet. For interim reporting purposes, the
disclosure of other comprehensive income may be included in the
notes to the interim financial statements.
The Company's comprehensive income includes net income and other
comprehensive income comprised entirely of unrealized gains or
losses on securities available for sale, net of tax.
Six months ended
June 30,
1998 1997
Net income $ 9,419 $ 9,891
Other comprehensive income, net of tax
Unrealized gains on securities:
Unrealized gain arising
during the period 2,870 6,424
Reclassification adjustment for
(gains) losses included in net income (1,030) (1,771)
Other comprehensive income 1,840 4,653
Comprehensive income $11,259 $14,544
Three months ended
June 30,
1998 1997
Net income $ 4,961 $ 3,984
Other comprehensive income, net of tax
Unrealized gains on securities:
Unrealized gain arising
during the period 355 6,675
Reclassification adjustment for
(gains) losses included in net income (1,195) 256
Other comprehensive income (loss) (840) 6,931
Comprehensive income $ 4,121 $10,915
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
This discussion provides an analysis of the Company's financial condition
and results of operations, and is intended to cover significant factors
affecting the Company's overall performance during the interim periods
presented. It is designed to provide shareholders with a more
comprehensive review of the operating results and financial condition
than could be obtained from an examination of the consolidated financial
statements alone, and should be read in conjunction with the consolidated
financial statements, accompanying notes and other financial information
included elsewhere in this report and in the 1997 Annual Report on Form
10-K.
Statements or comments contained in the following discussion and analysis
of financial condition and results of operations that are not historical
facts may contain forward looking information that involve substantial
risks and uncertainties. Actual results, performance or achievements
could differ materially from the results, performance or achievements
expressed or implied by these forward looking statements. For a
discussion of these risks and uncertainties, see the "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
in the 1997 Annual Report on Form 10-K.
Results of Operations
Net income for the quarter ended June 30, 1998 totaled $5.0 million, or
$.23 per diluted share, compared to $4.0 million, or $.19 per diluted
share, for the quarter ended June 30, 1997. For the six months ended June
30, net income in 1998 totaled $9.4 million, $.44 per diluted share,
compared to $9.9 million, $.47 per diluted share, in 1997. Year-to-date
securities gains, net of tax, contributed $1.2 million, or $.05 per
diluted share in 1998 and $1.7 million, $.08 per diluted share, in 1997.
Excluding securities gains, net income for the six month periods remained
comparable at $8.2 million for both years.
Taxable equivalent net interest income was essentially unchanged at $33.7
and $33.6 million for the six months ended June 30, 1998 and 1997,
respectively. Net interest income remained stable despite lower average
earning assets; $1.52 billion in 1997 versus $1.48 billion in 1998. The
yield on average earning assets was 8.28% in 1998, up from 8.22% in 1997.
The increase is the result of an improvement in average loan yield from
8.90% in 1997 to 9.04% in 1998, but is partially offset by declining
investment yields; from 7.04% in 1997 to 6.73% in 1998. The cost of funds
also declined from 3.76% in 1997 to 3.69% in 1998 primarily due to lower
rates paid on interest bearing deposits. For the six month periods, the
Company's taxable equivalent net interest margin improved from 4.46% in
1997 to 4.60% in 1998.
For the quarters ended June 30, taxable equivalent net interest income
declined $524,000, from $17.4 million in 1997 to $16.9 million in 1998.
During the comparable quarters, average earnings asset were $1.48 billion
in 1998 and $1.53 billion in 1997. Average accruing loans, at $987
million, were $29 million lower in the second quarter 1998 compared to
$1.02 billion in 1997. The average yield on loans increased to 9.09% in
1998 versus 8.99% in 1997. Average investment securities were $445
million in 1998, $53 million lower than $498 million in 1997. The average
yield on investment securities declined from 7.08% in 1997 to 6.57% in
1998. During the first quarter of 1998, the average yield on investment
securities was 6.89%. The decline in yield on investment securities from
7.08% during the second quarter 1997 to 6.89% during the first
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
(continued)
quarter 1998 is primarily due to lower market interest rates. The decline
from first quarter 1998 to 6.57% in the second quarter 1998 is primarily
the result of additional premium amortization on mortgage-backed
securities. During the quarter ended June 30, 1998, prepayments on
collateralized mortgage obligations exceeded management's estimates and
resulted in approximately $350,000 of premium amortization above the
amount recorded in the first quarter of 1998. Management believes that
the rate of prepayments may continue at higher than historical levels in
the current interest rate environment. The Company's cost of funds
declined from 3.76% during the second quarter of 1997 to 3.64% in the
comparable quarter of 1998. The average rate paid on interest bearing
deposits dropped from 4.37% in 1997 to 4.29% in 1998. Lower rates paid
for short and long term borrowings also contributed to the lower cost of
funds. Overall, net interest margin was up slightly to 4.60% during the
second quarter 1998 compared to 4.58% for the second quarter of 1997.
The Company's provision for possible loan losses was $900,000 for the
second quarter of 1998 compared to $950,000 in the similar quarter last
year. Year-to-date provisions through June 30, were $1.8 and $1.4 million
for 1998 and 1997, respectively. The Company's provision is based on
periodic evaluations by management of the adequacy of the allowance for
possible loan losses. These evaluations consider numerous factors
including, but not limited to, current economic conditions, loan
portfolio composition, prior loan loss experience, and an estimation of
potential losses. The allowance for possible loan losses was $13.2
million, 1.32% of gross loans, at June 30, 1998 compared to $15.4
million, 1.50% of gross loans, at December 31, 1997.
Nonperforming loans (nonaccrual loans, loans past due 90 days or more and
still accruing and renegotiated loans) totaled $10.6 million at June 30,
1998 compared to $8.0 million at December 31, 1997. The increase in
nonperforming loans is primarily attributable to loans secured by real
estate consisting of nonfarm, nonresidential properties and is partially
offset by a $1.1 million reduction in nonaccruing indirect auto loans.
Net charge-offs for first six months of 1998 were $4.0 million, compared
to $620,000 for the same period in 1997. Approximately $3.2 million of
the net charge-offs recorded in 1998 were from the indirect auto segment
of the portfolio. During the final quarter of 1997, the Company made a
provision for possible loan losses of approximately $6 million as a
result of deterioration specifically identified in the indirect
portfolio. In addition, the Company announced its intention to
discontinue originating new indirect loans. Management believes the
allowance for possible loan losses is adequate to absorb future losses in
the loan portfolio.
Other income for the six month periods decreased from $9.4 million in
1997 to $8.4 million in 1998. The decrease is primarily attributable to
$2.8 million in securities gains realized in 1997 compared to $1.9
million in 1998. Excluding securities gains, other income was $6.5
million and $6.6 million for the six months ended June 30, 1998 and 1997,
respectively. Service charges on deposits continues to be the predominant
source of other income at $2.8 million in each of the six month periods.
Trust fees have increased 18% from $1.4 million in 1997 to $1.7 million
due to growth in managed assets as well as the number of clients served
by the Company. Net gains on the sale of loans contributed $185,000 to
other income in 1998 compared to $84,000 in 1997.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
(continued)
For the quarter ended June 30, securities gains contributed $1.7 million
to other income in 1998 compared to losses of $616,000 realized in 1997.
Also during the comparable quarters, the Company recorded $200,000 gains
on the sale of loans from residential mortgage loan originations in 1998
as compared to $50,000 in 1997. The gains from the sale of loans to the
secondary market in 1998, were more than offset by a loss of
approximately $266,000 relating to a sale of $8.1 million in indirect
loans. Excluding the effects of gains and losses from sales of loans and
securities, other income remained comparable between the second quarter
of 1998 and 1997. The largest component of other income, service charges
on deposits, was $1.45 million in 1998 and $1.40 million in 1997.
Total other expenses were $24.1 million and $24.7 million for the six
months ended June 30, 1998 and 1997, respectively. Salaries and benefits,
the largest component of other expenses, decreased $426,000 from $12.4
million in 1997 to $12.0 million in 1998. In the first quarter of 1997,
the Company completed a restructuring plan that eliminated 45 full time
equivalent positions and resulted in lower salaries and benefits. Year-
to-date net occupancy, furniture and equipment expense remained
comparable at $4.2 million and $4.1 million at June 30, 1998 and 1997,
respectively. Other expenses decreased to $7.2 million for the first six
months in 1998 from $7.4 million in 1997. In response to aggressive
collection efforts in the indirect loan portfolio, loan expenses relating
to collections were approximately $399,000 in 1998, compared to $36,000
in 1997. Forgery losses of approximately $200,000 were incurred in 1997,
mainly in the second quarter.
Total other expenses were comparable at $12.3 million for the quarters
ended June 30, 1998 and 1997. During the quarters, salaries and benefits
increased slightly to $6.1 million in 1998 from $5.9 in 1997. Furniture
and equipment expense also increased modestly, to $1.0 million in 1998
from $926,000 in 1997 primarily due to standardization of computer
equipment in 1997. Other expenses decreased in 1998 to $3.8 million from
$4.0 million in the second quarter 1997 despite the increased loan costs
associated with the indirect loan portfolio.
Year to date income tax expense decreased from $4.9 million in 1997 to
$4.5 million in 1998. The effective tax rate for the six months ended
June 30, 1998 was 32.2% compared to 33.0% in 1997. The change in the
effective tax rate is primarily the result of changes in the amount of
interest income exempt from federal income taxes as a percentage of
income before taxes.
Financial Condition
Total assets were $1.62 billion at June 30, 1998 compared to $1.65
billion at December 31, 1997. An increase in federal funds sold, $28
million, less a $14 million decrease in cash and non-interest bearing
deposits created a net increase in cash and cash equivalents from $64
million at year end 1997, to $78 at June 30. Securities available for
sale increased slightly from $454.4 million to $458.9 million mainly due
to an increase in fair value. Loans, net of unearned discount, decreased
$32 million from $1.028 billion at December 31, 1997 to $996 million at
June 30, 1998. As a result of the Company's decision to exit the indirect
auto loan market, the balance of indirect loan portfolio has declined
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
(continued)
from $88.4 million at December 31, 1997 to $56.7 million at June 30,
1998. The decline in indirect loans is from normal principal repayments
and a sale of loans totaling approximately $8.1 million during the second
quarter. Total deposits were virtually unchanged at $1.33 billion at
December 31, 1997 and June 30, 1998. Short-term borrowings at $13.7
million, were $33.9 million lower at June 30 compared to $47.6 million at
December 31, 1997. Nearly all of the reduction in short-term borrowings
is in the form of federal funds purchased, $33 million at December 31,
1997 and zero at June 30, 1998.
Current Accounting Developments
The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (SFAS 131), which is effective for
fiscal years beginning after December 15, 1997. This statement
establishes standards for the way that public business enterprises report
information about operating segments in annual financial statements and
requires that those enterprises report selected information about
operating segments in interim financial reports issued to shareholders.
It also establishes standards for related disclosures about products and
services, geographic areas, and major customers. The Company adopted
SFAS 131 on January 1, 1998 and required disclosures will be included
beginning with the Company's 1998 Form 10-K Annual Report. The Company
operates as a single segment.
The FASB has issued Statement of Financial Accounting Standards No. 132,
"Employer's Disclosures about Pensions and Other Post-Retirement
Benefits" (SFAS 132), which is effective for fiscal years beginning after
December 15, 1997. This statement revises employers' disclosures about
pension and other post-retirement benefit plans. It does not change the
measurement of recognition of those plans. It standardizes the disclosure
requirements for pensions and other post-retirement benefits to the
extent practicable, requires additional information on changes in the
benefit obligations and fair values of plan assets that will facilitate
financial analysis, and eliminates certain disclosures that are no longer
as useful. The Company adopted SFAS 132 on January 1, 1998.
The FASB has issued Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" (SFAS 133)
in June 1998. SFAS 133 standardizes the accounting for derivative
instruments, including certain derivative instruments embedded in other
contracts. Under the standard, entities are required to carry all
derivative instruments in the statement of financial position at fair
value. The accounting changes in the fair value (i.e. gains or losses)
of a derivative instrument depends on whether it has been designated and
qualifies as part of a hedging relationship and, if so, on the reason for
holding it. If certain conditions are met, entities may elect to
designate a derivative instrument as a hedge of exposures to changes in
fair values, cash flows, or foreign currencies. If the hedged exposure
is a fair value exposure, the gain or loss on the derivative instrument
is recognized in earnings in the period of change together with the
offsetting loss or gain on the hedged item attributable to the risk being
hedged. If the hedged exposure is a cash flow exposure, the effective
portion of the gain or loss on the derivative instrument is reported
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
(continued)
initially as a component of other comprehensive income (outside earnings)
and subsequently reclassified into earnings when the forecasted
transaction affects earnings. Any amounts excluded from the assessment
of hedge effectiveness as well as the ineffective portion of the gain or
loss is reported in earnings immediately. Accounting for foreign
currency hedges is similar to the accounting for fair value and cash flow
hedges. If the derivative instrument is not designated as a hedge, the
gain or loss is recognized in earnings in the period of change.
The Company has not determined the impact that SFAS 133 will have on its
financial statements and believes that such determination will not be
meaningful until closer to the date of initial adoption.
Risks and Uncertainties - Year 2000
Many existing computer programs use only two digits to identify a year in
a date field. These programs were designed and developed without
considering the impact of a change in century. If not corrected, many
computer programs could fail, or create erroneous results which could
affect a company's ability to do business prior to, at, or after December
31, 1999.
Financial service organizations such as Grand Premier are heavily reliant
upon computer systems in processing and accounting for services provided
to customers. Substantially all of the Company's major computer systems
are contracted with third party providers. Although the contracted
vendors bear the responsibility of making their systems "year 2000
compliant", assuming the costs associated with necessary changes, keeping
the Company appraised of their progress in meeting established
benchmarks, and certifying to the Company that the systems are in fact
"year 2000 ready", the Company bears ultimate responsibility for testing,
due diligence and assurance that its major vendors will continue to
provide service without interruption due to the change in century at
year-end 1999.
In mid 1997, the Company established an internal task force to identify
and/or resolve issues related to the year 2000 change. The task force has
inventoried all of the systems used by the Company, and has identified
those which are deemed "mission critical" to its business. As a part of
its responsibilities, the task force maintains regular communications
with vendors providing critical systems to the Company to verify that 1)
their time-lines and benchmarks are met, 2) testing is performed
regularly and according to schedule, and 3) necessary changes are being
identified and addressed. Similarly, the task force has established its
own benchmarks and time-lines for managing the "year 2000 project", for
evaluating and changing if necessary other systems used internally by the
Company, and for prioritizing efforts with regard to overall year 2000
issues as they apply to the Company. In addition, the task force is in
the process of developing contingency plans to provide vital services in
case of vendor and/or system failures.
The Company is using the services of an outside technical consultant to
assist the task force in its efforts. Fees associated with the
contractual arrangement are estimated at $50,000 over 1998 and 1999. All
external costs associated with the "year 2000 project" will be charged to
expense as incurred.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
(continued)
In August of 1998, the Company entered into an agreement to obtain a
major data processing system different from that currently in use. The
vendor has asserted that its system is fully "year 2000 ready."
Management anticipates the conversion from its current system to the new
system will occur in the second quarter of 1999.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The Company's exposure to market risk arises from changes in interest
rates and equity prices. Managing these risks is the responsibility of
the Company's Asset/Liability Management Committee ("ALCO") established
by the Board of Directors. ALCO meets periodically, at least quarterly,
to evaluate the Company's market risk exposure.
Based upon ALCO's most recent evaluation, management does not believe the
Company's risk position at June 30, 1998 has changed materially from
year-end 1997 which is more thoroughly discussed in the Company's Form
10-K.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The following matters were submitted to a vote of security holders,
through solicitation of proxies or otherwise, during the quarter ended
June 30, 1998, at the Annual Meeting of Grand Premier Financial, Inc.,
held on May 27, 1998.
1. Election of five (5) Class II directors for a term of three years.
There was no solicitation in opposition to management's nominees
as listed in the proxy statement. Stockholders voted and elected
the following five nominees to serve until the 2001 Annual
Stockholders Meeting.
Nominee Votes For Votes Against
Jean M. Barry 16,364,745 280,328
James Esposito 16,629,597 15,476
R. Gerald Fox 16,638,766 6,308
David L. Murray 16,547,676 97,398
Stephen J. Schostok 16,586,302 58,771
2. Ratification and approval of the Non-employee Directors Stock
Option Plan, which was adopted by the Board of Directors effective
February 23, 1998. Stockholders voted and approved the plan with
15,869,322 votes cast for the plan. Votes cast against the plan
totaled 496,692 and 279,058 votes abstained.
Item 5. Other Information
The Company has determined that four of its rural offices, in Polo,
Stockton, Warren and Mount Carroll, Illinois, no longer fit its long-
term organizational profile. As a result, the deposit liabilities
totaling approximately $80 million, property and equipment of these
offices are currently being marketed for potential sale to non-
affiliated financial institutions. Subject to execution of purchase
and assumption agreement(s) at terms acceptable to the Company,
management anticipates the offices will be sold during the fourth
quarter, 1998.
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits as follows
The following exhibits are filed with, or incorporated by
reference in, this report. Each management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this report has been marked with an asterisk.
2.1 Agreement and Plan of Merger, dated January 22, 1996, among
Northern Illinois Financial Corporation, Premier Financial
Services, Inc and the Company (incorporated by reference to
Exhibit 2.1 to the Company's Registration Statement on Form
S-4, as amended, File No. 333-03327), as amended by the
First Amendment thereto, dated March 18, 1996 (incorporated<PAGE>
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
by reference to Exhibit 2.2 to the Company's Registration
Statement on Form S-4, as amended, File No. 333-03327), and
the Second Amendment thereto (incorporated by reference to
Exhibit 2.3 to the Company's Current Report on Form 8-K,
dated August 22, 1996, Commission File No. 0-20987).
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Appendix F to the
final proxy-statement prospectus included in the Company's
Registration Statement on Form S-4, as amended, File No.
333-03327).
3.2 By-laws of the Company (incorporated by reference to
Exhibit 3.4 to the Company's Registration Statement on Form
S-4, as amended, File No. 333-03327).
4 Rights Agreement, dated as of July 8, 1996, between Grand
Premier Financial, Inc. and Premier Trust Services, Inc.
(incorporated by reference to the Company's Registration
Statement on Form S-4, as amended, File No. 333-03327).
10.1* Form of Change in Control Agreement, dated October (2)/(8),
1996, entered into between the Company and each of Richard
L. Geach, David L. Murray, Kenneth A. Urban, Steven E.
Flahaven and Scott Dixon (incorporated by reference to the
Company's Quarterly Report on Form 10-Q dated September 30,
1996, Commission file No. 0-20987).
10.2* Form of Change in Control Agreement, dated October (2)/(8),
1996, entered into between the Company and each of Robert
Hinman, Alan Emerick, Jack Emerick, Joseph Esposito,
William Theobald, Reid French, Larry O'Hara and Ralph Zicco
(incorporated by reference to the Company's Quarterly
Report on Form 10-Q dated September 30, 1996, Commission
file No. 0-20987).
10.3* Grand Premier Financial, Inc. 1996 Non-Qualified Stock
Option Plan, as amended (incorporated by reference to
Exhibit 10.3 of the Company's Annual Report on Form 10-K
dated December 31, 1997, Commission file No. 0-20987).
10.4* Premier Financial Services, Inc. 1995 Non-Qualified Stock
Option Plan, as amended (incorporated by reference to
Exhibit 10.4 of the Company's Annual Report on Form 10-K
dated December 31, 1997, Commission file No. 0-20987).
10.5* Premier Financial Services, Inc. 1988 Non-Qualified Stock
Option Plan, as amended (incorporated by reference to
Exhibit 10.5 of the Company's Annual Report on Form 10-K
dated December 31, 1997, Commission file No. 0-20987).
10.6* Premier Financial Services, Inc. Senior Leadership and
Directors Deferred Compensation Plan, as amended
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8, File No. 333-11645).
10.7* Consulting Agreement, dated February, 17, 1995, between
Howard A. McKee and Grand National Bank (incorporated by
reference to Exhibit 10.1 to the Company's Registration
Statement on Form S-4, as amended, File No. 333-03327).
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
10.8* Grand Premier Financial, Inc. Deferred Compensation Plan
(incorporated by reference to Exhibit 10.8 of the Company's
1996 Annual Report on Form 10-K, File No. 0-20987).
10.9* Grand Premier Financial, Inc. Savings and Stock Plan and
Trust (incorporated by reference to Exhibit 10.9 of the
Company's 1996 Annual Report on Form 10-K, File No. 0-
20987).
10.10*Employment and Consulting Agreement, dated May 1, 1997,
between Grand Premier Financial, Inc., and Howard A. McKee
(incorporated by reference to Exhibit 10.10 to the
Company's Quarterly Report on Form 10-Q dated June 30,
1997, Commission file No. 0-20987.)
10.11*Grand Premier Financial, Inc. Non-Employee Directors Stock
Option Plan (incorporated by reference to Appendix A of the
Company's definitive Proxy Statement dated April 13, 1998.)
11. Statement re computation of per share earnings (See Note 2
to the Consolidated Financial Statements for the three and
six months ended June 30, 1998).
27. Financial Data Schedule, for the six months ended June 30,
1998
(B) Reports on Form 8-K
No Form 8-K was required to be filed during the quarter ended June
30, 1998 as there were no events or transactions to be reported.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GRAND PREMIER FINANCIAL, INC
(Registrant)
August 11, 1998 /s/ David L. Murray
Date David L. Murray, Executive Vice President
and Chief Financial Officer
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<PERIOD-END> JUN-30-1998
<CASH> 49,892,000
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