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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-29598
MIDWEST BANC HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 36-3252484
(State of Incorporation) (I.R.S. Employer Identification Number)
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501 WEST NORTH AVENUE,
MELROSE PARK, ILLINOIS
60160
(Address of principal executive offices including ZIP Code)
(708) 865-1053
(Registrant's telephone number including Area Code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.01 PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by Reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 17, 2000, the aggregate market value of the registrant's common
stock held by nonaffiliates of the registrant was approximately $89,428,560
based upon the price of the last sale on that date.(1)
As of March 17, 2000, the number of shares outstanding of the registrant's
common stock, par value $0.01 per share, was 10,777,392.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Proxy Statement for the 2000 Annual Meeting of
Stockholders are incorporated by reference into Part III.
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1 Based upon the closing price of the registrant's common stock on March 17,
2000, and reports of beneficial ownership filed by directors and executive
officers of registrant and by beneficial owners of more than 5% of the
outstanding shares of common stock of the registrant. However, such
determination of shares owned by affiliates does not constitute an admission
of affiliate status or beneficial interest in shares of registrant's common
stock.
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MIDWEST BANC HOLDINGS, INC.
FORM 10-K
INDEX
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PAGE NO.
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PART I
Item 1. Business 1
Item 2. Properties 16
Item 3. Legal Proceedings 17
Item 4. Submission of Matters to a Vote of Security Holders 17
PART II
Item 5. Market for the Registrant's Common Equity and Related Security Holder Matters 18
Item 6. Selected Consolidated Financial Data 19
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 20
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 39
Item 8. Consolidated Financial Statements and Supplementary Data 39
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 39
PART III
Item 10. Directors and Executive Officers of the Registrant 40
Item 11. Executive Compensation 40
Item 12. Security Ownership of Certain Beneficial Owners and Management 40
Item 13. Certain Relationships and Related Transactions 40
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 40
Signature(s) Page 42
Index to Consolidated Financial Statements F-1
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PART I
ITEM 1. BUSINESS
THE COMPANY
The Company is a community-based bank holding company headquartered in
Melrose Park, Illinois. The Company provides a wide range of services, including
traditional banking services, personal and corporate trust services, residential
mortgage services, insurance brokerage and retail securities brokerage services.
The Company's principal operating subsidiaries are four Illinois community
banks: Midwest Bank and Trust Company, Midwest Bank, Midwest Bank of McHenry
County, and Midwest Bank of Western Illinois (collectively, the "Banks"). Each
of the Banks is chartered as an Illinois state bank. In addition, two of the
Banks have nonbank subsidiaries that provide insurance and investment brokerage
services, and the Company has one nonbank subsidiary that provides data
processing services.
The Banks are community-oriented, full-service commercial banks,
providing traditional banking services to individuals, small-to-medium-sized
businesses, government and public entities and not-for-profit organizations. The
Banks operate out of 16 locations with eleven banking centers in the greater
Chicago metropolitan area and five banking centers in Western Illinois. Porter
Insurance Agency, Inc., a subsidiary of Midwest Bank of Western Illinois, acts
as an insurance agency for individuals and corporations. Midwest One Financial
Services, L.L.C., a limited liability company controlled by Midwest Bank of
McHenry County, offers insurance services and retail brokerage activities within
McHenry County. First Midwest Data Corp., a subsidiary of the Company, provides
data processing services to the Company and all subsidiaries except Midwest Bank
of Western Illinois and Porter Insurance Agency, Inc.
The Company focuses on establishing and maintaining long-term
relationships with customers and is committed to serving the financial services
needs of the communities it serves. In particular, the Company has emphasized in
the past and intends to continue to emphasize its relationships with individual
customers and small-to-medium-sized businesses. The Company actively evaluates
the credit needs of its markets, including low- and moderate-income areas, and
offers products that are responsive to the needs of its customer base. The
markets served by the Company provide a mix of real estate, commercial and
consumer lending opportunities, as well as a stable core deposit base.
The Company is a Delaware corporation. The Company was founded in 1983
as a bank holding company under the Bank Holding Company Act of 1956, as
amended, for Midwest Bank and Trust Company.
Certain information with respect to the Banks and the Company's nonbank
consolidated subsidiaries as of December 31, 1999, is set forth below:
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NUMBER OF BANKING
COMPANY SUBSIDIARIES HEADQUARTERS MARKET AREA CENTERS OR OFFICES
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Banks:
Midwest Bank and Trust Company Elmwood Park, IL Chicago, Elmwood Park, 5
Melrose Park, Oak Park,
River Forest, Forest
Park, Franklin Park,
River Grove, and Maywood
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NUMBER OF BANKING
COMPANY SUBSIDIARIES HEADQUARTERS MARKET AREA CENTERS OR OFFICES
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Midwest Bank Hinsdale, IL Hinsdale, Downers Grove, 2
Burr Ridge, Westmont, Oak
Brook, and Clarendon Hills
Midwest Bank of McHenry County Union, IL Union, Algonquin, 4
Marengo, Crystal Lake,
East Dundee, McHenry,
Lake in the Hills,
Huntley, Island Lake,
Wauconda, and
Carpentersville
Midwest Bank of Western Illinois Monmouth, IL Monmouth, Galesburg, 5
Oquawka, Kirkwood,
and Aledo
Nonbanks:
Porter Insurance Agency, Inc. Alexis, IL Western Illinois 2
Midwest One Financial Services, L.L.C. Algonquin, IL McHenry County 2
First Midwest Data Corp Melrose Park, IL * 1
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* Performs data processing services for the Company, all of the Banks, except
Midwest Bank of Western Illinois, and all of the nonbank subsidiaries,
except Porter Insurance Agency, Inc.
HISTORY
The Banks
Midwest Bank and Trust Company was established in 1959 in Elmwood Park
to provide community and commercial banking services to individuals and
businesses in the contiguous and neighboring western suburbs of Chicago. Midwest
Bank and Trust Company grew in the 1960s and 1970s with the economic development
and population expansion of Elmwood Park, Melrose Park, Forest Park, River
Grove, Franklin Park and, to a lesser extent, River Forest, and Oak Park.
Midwest Bank and Trust Company's original facility was located at the
corner of North and Harlem Avenues in Elmwood Park, a central point for
residential traffic and commercial business throughout the 1970s. As state
banking regulations permitted, Midwest Bank and Trust Company established a
drive-up facility at the corner of North and Fifth Avenues in Melrose Park in
1978. This facility provided a convenient location to serve business customers,
which were an increasingly important part of the economic development of Melrose
Park at that time. In 1987, this location and surrounding acreage were developed
into Midwest Centre, a commercial office building with a full-service banking
center of Midwest Bank and Trust Company located on its main floor. Midwest
Centre is the Company's current headquarters.
The Company pursued growth opportunities through acquisitions beginning
in the mid-to-late 1980s. Illinois State Bank of Chicago was acquired in 1986,
providing the Company with a prime downtown Chicago location on South Michigan
Avenue. Illinois State Bank of Chicago was merged into Midwest Bank and Trust
Company in 1991 and is operated as a full-service banking center.
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Midwest Bank and Trust Company added two additional banking centers in
Northwest Chicago on Pulaski Road in 1993 and Addison Street in 1996. Midwest
Bank and Trust Company currently has a network of five full-service banking
centers in diverse markets within Cook County, Illinois.
The Company acquired the State Bank of Union in McHenry County in 1987
and changed its name to Midwest Bank of Union in 1991. This acquisition
represented the first bank location for the Company outside of Cook County. The
bank was renamed Midwest Bank of McHenry County in 1994 and opened a
full-service banking center in Algonquin in southeastern McHenry County in
August 1994. New banking centers were opened in Island Lake in 1998 and McHenry
in 1999.
The Company established Midwest Bank of DuPage County, in Hinsdale, in
1991. Midwest Bank of DuPage County was created to develop markets through the
opening of a new banking center. The bank was subsequently renamed Midwest Bank
of Hinsdale in 1991, and Midwest Bank in 1996. Midwest Bank opened a convenience
banking center in 1996 in Downers Grove, Illinois which has been expanded into a
full-service banking center. A third banking center in Roselle, Illinois opened
in February 2000.
In an effort to diversify the Company's core deposit base and develop
profitable growth opportunities at a reasonable cost of market entry, the
Company began an expansion program in West Central Illinois in the early 1990s.
The Company acquired the Bank of Oquawka in Henderson County in 1991 and The
National Bank of Monmouth via a merger with West Central Illinois Bancorp in
1993. Subsequently, the Bank of Oquawka was merged into The National Bank of
Monmouth in 1994. A new full-service banking center was opened in Galesburg in
Knox County in 1996. In 1998, The National Bank of Monmouth converted from a
national bank to an Illinois state chartered bank and changed its name to
Midwest Bank of Western Illinois. On December 18, 1999, Midwest Bank of Western
Illinois acquired the deposits and fixed assets of the Aledo Banking Center of
Associated Bank-Illinois. Midwest Bank of Western Illinois currently has a
network of five banking centers in Monmouth, Galesburg, Oquawka, Kirkwood, and
Aledo.
Nonbank Subsidiaries
The Company's nonbank subsidiaries were created to support the core
retail and commercial banking activities of the Company and the Banks. First
Midwest Data Corp. was established in 1991 to replace third party data
processing services and provide competitive advantages in terms of service and
delivery for the Banks. First Midwest Data Corp. provides a variety of services
to the Company and all of the Banks except Midwest Bank of Western Illinois,
including processing of demand deposits, savings accounts, time deposits, loans
and general ledgers, and managing telephone banking and on-line computer
services for retail and commercial customers. Midwest Bank of Western Illinois
and Porter Insurance Agency, Inc. provide their own data processing services.
Midwest Trust Services, Inc. was a full-service Illinois trust company
offering land trusts, personal trusts, custody accounts, retirement plan
services, and corporate trust services. Effective February 1999, Midwest Trust
Services, Inc. sold certain trusts representing certain lines of trust business,
including personal trusts, individual retirement accounts and life insurance
trusts, to a third party. Subsequently, Midwest Trust Services, Inc. was
dissolved during the fourth quarter of 1999 and existing trust operations became
a department of Midwest Bank and Trust Company.
Midwest One Mortgage Services, Inc. was formed by the Company in 1994
to provide secondary market mortgage origination for the Banks and independent
customers. Mortgages originated by Midwest One Mortgage Services, Inc. were
generally sold with servicing rights released to a large, diversified group of
qualified secondary market investors. The Company transferred ownership of
Midwest One Mortgage Services, Inc. to Midwest Bank as a capital contribution in
1997. Subsequently, Midwest One Mortgage Services, Inc. was dissolved in
September 1999 with mortgage origination marketing activities transferred to
each of the Banks.
Porter Insurance Agency, Inc. was acquired by Midwest Bank of Western
Illinois in 1998 to provide insurance services to customers of the bank. This
subsidiary also maintains an independent customer base that represents more than
90% of its current premiums and commissions.
Midwest One Financial Services, L.L.C. began operations in January 1999
as a joint venture between Midwest Bank of McHenry County and First Midwest
Financial Group, Inc. (subsequently acquired by the Greater Chicago Group, Inc.)
to provide insurance services and products within McHenry County. In addition,
Midwest One Financial Services, L.L.C. provides retail securities brokerage
services. Midwest Bank of McHenry County owns 51% of Midwest One Financial
Services, L.L.C. and serves as its managing member.
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THE BANKS
The Company functions as a network of autonomous banks with centralized
planning and staff support functions performed at the holding company level.
Each Bank faces different levels and varied types of competition, which are
addressed by the local, decentralized nature of each Bank. The Banks maintain
full responsibility for the day-to-day operations of each banking center,
including lending practices and decision-making, pricing, sales, and customer
service. The Banks are supported by centralized staff services provided by the
Company for accounting, auditing, financial and strategic planning, marketing,
human resources, loan review, and regulatory compliance.
Set forth below is selected financial and other information for each
Bank for the year ended December 31, 1999.
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TOTAL TOTAL NET
(IN THOUSANDS) ASSETS EQUITY INCOME
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Midwest Bank and Trust Company(1) $555,677 $ 32,716 $ 7,340
Midwest Bank(2) 256,791 13,770 2,577
Midwest Bank of McHenry County(3) 252,213 13,600 2,254
Midwest Bank of Western Illinois(4) 187,315 12,084 1,351
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(1) Does not include net income for Midwest Trust Services, Inc.
(2) Does not include net income for Midwest One Mortgage Services, Inc.
(3) Does not include net income of Midwest One Financial Services, L.L.C.
(4) Does not include net income of Porter Insurance Agency, Inc.
The Banks accounted for nearly 99.0% of assets and virtually all the
net income of the Company as of and for the years ended 1999, 1998, and 1997.
MARKETS
The Banks operate in broadly diverse markets, with varying levels and
growth rates of economic development and activity. Population trends, geographic
density, and the demographic mix vary by market. The largest segments of the
Company's customer base live and work in relatively mature markets in Cook
County and West Central Illinois. The market in Hinsdale is a more affluent and
upwardly mobile segment with a higher percentage of white collar professionals.
The southern portion of McHenry County is a high growth market characterized by
a core middle class base, augmented by a rapid influx of young families and
professional couples.
The Company considers its primary market areas to be those areas
immediately surrounding its offices for retail customers and generally within a
10-20 mile radius of each Bank for commercial relationships. The Banks operate
out of 11 full-service locations in the Chicago metropolitan area and out of
five offices in West Central Illinois. Accordingly, the Company's business
extends throughout the Chicago metropolitan area and Western Illinois, but is
highly concentrated in the areas in which the Banks' offices are located. The
communities in which the Banks' offices are located have a broad spectrum of
demographic characteristics. These communities include a number of densely
populated areas as well as rural areas, and some extremely high-income areas as
well as many middle-income and some low-to-moderate income areas.
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STRATEGY
The Company believes that its continued success is dependent on its
ability to provide to its customers value-added retail and commercial banking
programs and other financial products and services which are delivered by
experienced, committed banking professionals operating under the highest
standards of customer service. The growth strategy of the Company is to increase
its core banking business, develop its insurance and retail brokerage
activities, and expand into other financial services. The Company's strategy
includes the following objectives: (i) maintain high levels of customer service
through a decentralized operating structure; (ii) increase market share within
existing markets and expand into new markets; (iii) enhance cross-selling of
value-added products and services; (iv) maintain a leadership position in
product development and marketing; (v) increase the revenue base of nonbank
financial services subsidiaries; (vi) increase existing loan-to-deposit ratios
of the Banks; and (vii) expand funding sources for liquidity and interest rate
risk management. Management believes that these strategies, which are subject to
change at any time based upon market conditions, will support the continued
profitable growth of the Company and allow it to maintain consistent high
performance and leadership positions in its markets.
PRODUCTS AND SERVICES
Deposit Products
Management believes the Company and the Banks are leaders in developing
and marketing innovative deposit products and programs which address the needs
of customers in each of the local markets served. These products include:
Checking Accounts. The Company has developed a range of different
checking account products designed and priced to meet specific target segments
(e.g., age and industry groups) of the local markets served by each Bank.
NOW and Money Market Accounts. The Company offers several types of
premium rate NOW accounts and money market accounts with interest rates indexed
to the prime rate or the 91-day U.S. Treasury bill rate. The Banks were one of
the first to offer these products in specific local markets.
Time Deposits. The Company offers a wide range of innovative time
deposits, usually offered at premium rates with special features to protect the
customer's interest earnings in changing interest rate environments. For
example, specific products include the FlexRate CD, which permits interest rate
adjustments at the customer's option, the Customer Choice CD, which has limited
or reduced prepayment penalties, and the ADDvantage CD where customers can add
additional amounts to an existing certificate at any time prior to maturity.
Lending Services
The Company's loan portfolio consists of commercial loans, commercial
real estate loans, agricultural loans, consumer real estate loans (including
home equity lines of credit) and consumer installment loans. Management of the
Company emphasizes sound credit analysis and loan documentation. Management also
seeks to avoid undue concentrations of loans to a single industry or based on a
single class of collateral. The Company has focused efforts on building its
lending business in the following areas:
Commercial Loans. Commercial and individual loans are made to small- to
medium-sized businesses that are sole proprietorships, partnerships, and
corporations. Generally, these loans are secured with collateral including
accounts receivable, inventory and equipment, and require personal guarantees of
the principals. Frequently, these loans are further secured with real estate
collateral.
Commercial Real Estate Loans. Commercial real estate loans include
loans for acquisition, development, and construction of real estate which are
secured by the real estate involved, and other loans secured by farmland,
commercial real estate, multifamily residential properties, and other nonfarm,
nonresidential properties. Loans are generally short-term balloon loans and
adjustable rate mortgages with initial fixed terms of one to five years.
Agricultural Loans. A relatively small but important segment of the
loan portfolio consists of farm crop production loans on a seasonal basis,
machinery and equipment loans of a medium term nature and longer term real
estate loans to purchase acreage. Farm production loans are concentrated
primarily in corn and bean crops, with
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only a small portion tied to livestock. Midwest Bank of Western Illinois is a
major agribusiness lender in West Central Illinois and Midwest Bank of McHenry
County has a small agricultural loan portfolio in Northern Illinois.
Consumer Real Estate Loans. Consumer real estate loans are made to
finance residential units that will house from one to four families. While the
Company originates both fixed and adjustable rate consumer real estate loans,
most one- to five-year adjustable rate loans originated pursuant to Fannie Mae
and FHLMC guidelines are sold in the secondary market. In the normal course of
business, the Company retains medium-term fixed-rate loans. See "Management's
Discussion and Analysis of Financial Condition and Results of Operation."
Home equity lines of credit, included within the Company's consumer
real estate loan portfolio, are secured by the borrower's home and can be drawn
on at the discretion of the borrower. These lines of credit are generally at
variable interest rates. When made, home equity lines, combined with the
outstanding loan balance of prior mortgage loans, generally do not exceed 80% of
the appraised value of the underlying real estate collateral.
Consumer Loans. Consumer loans (other than consumer real estate loans)
are collateralized loans to individuals for various personal reasons such as
automobile financing and home improvements.
Lending officers are assigned various levels of loan approval authority
based upon their respective levels of experience and expertise. Loan approval is
also subject to the Company's formal loan policy, as established by each Bank's
Board of Directors, and to the concurrence of an officers' credit committee (or
the Bank's Board of Directors or a committee of the Board) in addition to the
recommendation of the lending officer. This system is intended to assure that
commercial credit requests are subjected to independent objective review on at
least two different levels.
ATMs
The Banks maintain a network of 23 ATM sites generally located within
the Banks' local markets. All ATM equipment is owned by the Banks. Fourteen of
the ATM sites are located at various banking centers, and nine are maintained
off-site at hotels, supermarkets and schools.
Trust Activities
Midwest Trust Services, Inc. was, until December 1999, a full-service
Illinois trust company subsidiary of Midwest Bank and Trust Company offering
land trusts, personal trusts, custody accounts, retirement plan services, and
corporate trust services. Effective February 1999, Midwest Trust Services, Inc.
and Midwest Bank and Trust Company sold certain trusts representing certain
lines of trust business, including personal trusts, individual retirement
accounts and life insurance trusts, to a third party. Subsequently, Midwest
Trust Services, Inc. was dissolved during the fourth quarter of 1999 and
remaining trust operations were transferred to the Trust Department of Midwest
Bank and Trust Company.
As of December 31, 1999, the Trust Department of Midwest Bank and Trust
Company maintained relationships representing an aggregate market value of
$155.5 million in assets with an aggregate book value of $147.0 million. In
addition, the Trust Department of Midwest Bank and Trust Company administered
2,068 land trust accounts as of December 31, 1999.
Midwest Bank of Western Illinois also provides trust services to its
customers and maintained trust accounts with an aggregate market value of $56.5
million and an aggregate book value of $41.0 million as of December 31, 1999.
Insurance Services
Porter Insurance Agency, Inc. is a full line independent insurance
agency acquired by Midwest Bank of Western Illinois in 1998. Concentrating in
agricultural-related insurance products, Porter Insurance Agency, Inc. is one of
the largest writers of crop hail insurance in Western Illinois. In addition, the
mix of services includes individual health care contracts, homeowners'
insurance, as well as commercial and retail automobile insurance for
individuals, new car dealerships and commercial trucking fleets.
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Securities Brokerage
Securities brokerage services are provided through arrangements with
three independent regional brokerage firms. Licensed brokers are located at four
banking centers and provide services with respect to stocks and securities
trading, financial planning, mutual funds sales, fixed and variable rate
annuities and tax-exempt and conventional unit trusts.
COMPETITION
The Company competes in the financial services industry through the
Banks, Porter Insurance Agency, Inc. and Midwest One Financial Services, L.L.C.
The financial services business is highly competitive. The Company encounters
strong direct competition for deposits, loans, and other financial services. The
Company's principal competitors include other commercial banks, savings banks,
savings and loan associations, mutual funds, money market funds, finance
companies, credit unions, mortgage companies, insurance companies and agencies,
private issuers of debt obligations and suppliers of other investment
alternatives, such as securities firms.
In addition, in recent years, several major multibank holding companies
have entered or expanded in the Chicago metropolitan market. Generally, these
financial institutions are significantly larger than the Company and have access
to greater capital and other resources. In addition, many of the Company's
nonbank competitors are not subject to the same degree of regulation as that
imposed on bank holding companies, federally insured banks and Illinois
chartered banks. As a result, such nonbank competitors have advantages over the
Company in providing certain services.
The Company addresses these competitive challenges by creating market
differentiation and by maintaining an independent community bank presence with
local decision-making within its markets. The Banks compete for deposits
principally by offering depositors a variety of deposit programs, convenient
office locations and hours and other services. The Banks compete for loan
originations primarily through the interest rates and loan fees they charge, the
efficiency and quality of services they provide to borrowers, the variety of
their loan products and their trained staff of professional bankers.
The Company competes for qualified personnel by offering competitive
levels of compensation, management and employee cash incentive programs, and by
augmenting compensation with stock options pursuant to its stock option plan.
Attracting and retaining high quality employees is important in enabling the
Company to compete effectively for market share.
EMPLOYEES
As of December 31, 1999, the Company and its subsidiaries had 285
full-time employees and 129 part-time employees, or 339 full-time equivalent
employees. Management considers its relationship with its employees to be good.
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SUPERVISION AND REGULATION
Bank holding companies and banks are extensively regulated under
federal and state law. References under this heading to applicable statutes or
regulations are brief summaries of portions thereof which do not purport to be
complete and which are qualified in their entirety by reference to those
statutes and regulations. Any change in applicable laws or regulations may have
a material adverse effect on the business of commercial banks and bank holding
companies, including the Company and the Banks. However, management is not aware
of any current recommendations by any regulatory authority which, if
implemented, would have or would be reasonably likely to have a material effect
on the liquidity, capital resources or operations of the Company or the Banks.
RECENT LEGISLATION
On November 12, 1999, the Gramm-Leach-Bliley Act (the "GLB Act") was
enacted. The GLB Act amended or repealed certain provisions of the
Glass-Steagall Act and other legislation that restricted the ability of bank
holding companies, securities firms and insurance companies from affiliating
with one another. Further, the GLB Act expanded the kinds of activities in which
bank holding companies may engage by allowing well managed and well capitalized
bank holding companies to be designated as "financial holding companies." In
addition, the GLB Act contains provisions intended to safeguard consumer
financial information in the hands of financial service providers by, among
other things, requiring such entities to disclose their privacy policies to
their customers and allowing customers to "opt out" of having their financial
service providers disclose their confidential financial information to third
parties, subject to certain exceptions. The federal regulatory agencies have not
as of this date issued final regulations under the GLB Act. However, it is not
anticipated that the GLB Act will have a material adverse effect on the
operations or prospects of the Company and its subsidiaries.
BANK HOLDING COMPANY REGULATION
The Company is registered as a "bank holding company" with the Federal
Reserve and, accordingly, is subject to supervision by the Federal Reserve under
the Bank Holding Company Act (the Bank Holding Company Act and the regulations
issued thereunder are collectively the "BHC Act"). The Company is required to
file with the Federal Reserve periodic reports and such additional information
as the Federal Reserve may require pursuant to the BHC Act. The Federal Reserve
examines the Company and the Banks, and may examine Midwest One Financial
Services, L.L.C., Porter Insurance Agency, Inc., and First Midwest Data Corp.
The BHC Act requires prior Federal Reserve approval for, among other
things, the acquisition by a bank holding company of direct or indirect
ownership or control of more than five percent of the voting shares or
substantially all the assets of any bank or bank holding company, or for a
merger or consolidation of a bank holding company with another bank holding
company. With certain exceptions, the BHC Act prohibits a bank holding company
from acquiring direct or indirect ownership or control of voting shares of any
company which is not a bank or bank holding company and from engaging directly
or indirectly in any activity other than banking or managing or controlling
banks or performing services for its authorized subsidiaries. A bank holding
company may, however, engage in or acquire an interest in a company that engages
in activities which the Federal Reserve has determined, by regulation or order,
to be so closely related to banking or managing or controlling banks as to be a
proper incident thereto, such as owning and operating the data processing
operations of First Midwest Data Corp. Under the BHC Act, the Company and the
Banks are prohibited from engaging in certain tie-in arrangements in connection
with an extension of credit, lease, sale of property, or furnishing of services.
Any company, including associates and affiliates of and groups acting
in concert with such company, which purchases or subscribes for five percent or
more of the Company's Common Stock may be required to obtain prior approval of
the Illinois Office of Banks and Real Estate (the "Illinois Commissioner") and
the Federal Reserve. Prior regulatory notice and approval requirements under the
Change in Bank Control Act and the Illinois Banking Act may also apply with
respect to any person who acquires stock of the Company such that its interest
exceeds ten percent of the Company. In addition, any corporation, partnership,
trust or organized group that acquires a controlling interest in the Company or
the Banks may have to obtain approval of the Federal Reserve to become a bank
holding company and thereafter be subject to regulation as such.
It is the policy of the Federal Reserve that the Company is expected to
act as a source of financial strength to the Banks and to commit resources to
support the Banks. The Federal Reserve takes the position that in implementing
this policy, it may require the Company to provide such support when the Company
otherwise would not consider itself able to do so.
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The Federal Reserve has adopted risk-based capital requirements for
assessing bank holding company capital adequacy. These standards define
regulatory capital and establish minimum capital standards in relation to assets
and off-balance sheet exposures, as adjusted for credit risks. The Federal
Reserve's risk-based guidelines apply on a consolidated basis for bank holding
companies with consolidated assets of $150 million or more and on a "bank-only"
basis for bank holding companies with consolidated assets of less than $150
million, subject to certain terms and conditions. Under the Federal Reserve's
risk-based guidelines, capital is classified into two categories. For bank
holding companies, Tier 1 or "core" capital consists of common stockholders'
equity, noncumulative perpetual preferred stock (including related surplus),
cumulative perpetual preferred stock (including related surplus) (subject to
certain limitations) and minority interests in the common equity accounts of
consolidated subsidiaries, and is reduced by goodwill, certain other intangible
assets and certain investments in other corporations ("Tier 1 Capital"). Tier 2
capital consists of the allowance for loan and lease losses (subject to certain
limitations), perpetual preferred stock and related surplus (subject to certain
conditions), "hybrid capital instruments," perpetual debt, mandatory convertible
debt securities, term subordinated debt and intermediate-term preferred stock
(including related surplus) (subject to certain limitations).
Under the Federal Reserve's capital guidelines, bank holding companies
are required to maintain a minimum ratio of qualifying total capital to
risk-weighted assets of eight percent, of which at least four percent must be in
the form of Tier 1 Capital. The Federal Reserve also requires a minimum leverage
ratio of Tier 1 Capital to total assets of three percent, except that bank
holding companies not rated in the highest category under the regulatory rating
system are required to maintain a leverage ratio of one percent to two percent
above such minimum. The three percent Tier 1 Capital to total assets ratio
constitutes the minimum leverage standard for bank holding companies, and will
be used in conjunction with the risk-based ratio in determining the overall
capital adequacy of banking organizations. In addition, the Federal Reserve
continues to consider the Tier 1 leverage ratio in evaluating proposals for
expansion or new activities.
In its capital adequacy guidelines, the Federal Reserve emphasizes that
the foregoing standards are supervisory minimums and that banking organizations
generally are expected to operate well above the minimum ratios. These
guidelines also provide that banking organizations experiencing internal growth
or making acquisitions will be expected to maintain strong capital positions
substantially above the minimum levels.
As of December 31, 1999, the Company had regulatory capital in excess
of the Federal Reserve's minimum requirements. The Company had a total capital
to risk-weighted assets ratio of 12.2% and a Tier 1 capital to risk-weighted
assets ratio of 11.1% as of December 31, 1999.
BANK REGULATION
Under Illinois law, the Banks are subject to supervision and
examination by the Illinois Commissioner. Each of the Banks is a member of the
Federal Reserve System and as such is also subject to examination by the Federal
Reserve. The Federal Reserve also supervises compliance with the provisions of
federal law and regulations which place restrictions on loans by member banks to
their directors, executive officers, and other controlling persons. Each Bank is
also a member of the FHLB of Chicago and may be subject to examination by the
FHLB of Chicago. As affiliates of the Banks, the Company, Porter Insurance
Agency, Inc., and Midwest One Financial Services, L.L.C. are also subject to
examination by the Federal Reserve.
The deposits of the Banks are insured by the Bank Insurance Fund
("BIF") under the provisions of the Federal Deposit Insurance Act (the "FDIA"),
and the Banks are, therefore, also subject to supervision and examination by the
FDIC. The FDIA requires that the appropriate federal regulatory authority
approve any merger and/or consolidation by or with an insured bank, as well as
the establishment or relocation of any bank or branch office.
Furthermore, banks are affected by the credit policies of other
monetary authorities, including the Federal Reserve, which regulate the national
supply of bank credit. Such regulation influences overall growth of bank loans,
investments, and deposits and may also affect interest rates charged on loans
and paid on deposits. The monetary policies of the Federal Reserve 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.
9
<PAGE> 12
FINANCIAL INSTITUTION REGULATION
Transactions with Affiliates. Transactions between a bank and its
holding company or other affiliates are subject to various restrictions imposed
by state and federal regulatory agencies. Such transactions include loans and
other extensions of credit, purchases of securities and other assets, and
payments of fees or other distributions. In general, these restrictions limit
the amount of transactions between a bank and an affiliate of such bank, as well
as the aggregate amount of transactions between a bank and all of its
affiliates, impose collateral requirements in some cases, and require
transactions with affiliates to be on terms comparable to those for transactions
with unaffiliated entities.
Dividend Limitations. As a holding company, the Company is primarily
dependent upon dividend distributions from its operating subsidiaries for its
income. Federal and state statutes and regulations impose restrictions on the
payment of dividends by the Company and the Banks.
Federal Reserve policy provides that a bank holding company should not
pay dividends unless (i) the bank holding company's net income over the prior
year is sufficient to fully fund the dividends and (ii) the prospective rate of
earnings retention appears consistent with the capital needs, asset quality and
overall financial condition of the bank holding company and its subsidiaries.
Delaware law also places certain limitations on the ability of the
Company to pay dividends. For example, the Company may not pay dividends to its
stockholders if, after giving effect to the dividend, the Company would not be
able to pay its debts as they become due. Because a major source of the
Company's revenue is dividends the Company receives and expects to receive from
the Banks, the Company's ability to pay dividends is likely to be dependent on
the amount of dividends paid by the Banks. No assurance can be given that the
Banks will, in any circumstances, pay such dividends to the Company on their
stock.
As Illinois state-chartered banks, none of the Banks may pay dividends
in an amount greater than its current net profits after deducting losses and bad
debts out of undivided profits provided that its surplus equals or exceeds its
capital. For the purpose of determining the amount of dividends that an Illinois
bank may pay, bad debts are defined as debts upon which interest is past due and
unpaid for a period of six months or more unless such debts are well-secured and
in the process of collection.
In addition to the foregoing, the ability of the Company and the Banks
to pay dividends may be affected by the various minimum capital requirements and
the capital and noncapital standards established under the Federal Deposit
Insurance Corporation Improvements Act of 1991 ("FDICIA"), as described below.
The right of the Company, its stockholders and its creditors to participate in
any distribution of the assets or earnings of its subsidiaries is further
subject to the prior claims of creditors of the respective subsidiaries.
Standards for Safety and Soundness. The FDIA, as amended by FDICIA and
the Riegle Community Development and Regulatory Improvement Act of 1994 requires
the Federal Reserve, together with the other federal bank regulatory agencies,
to prescribe standards of safety and soundness, by regulations or guidelines,
relating generally to operations and management, asset growth, asset quality,
earnings, stock valuation, and compensation. The Federal Reserve and the other
federal bank regulatory agencies adopted, effective August 9, 1995, a set of
guidelines prescribing safety and soundness standards pursuant to FDICIA, as
amended. The guidelines establish general standards relating to internal
controls and information systems, internal audit systems, loan documentation,
credit underwriting, interest rate exposure, asset growth, and compensation,
fees and benefits. In general, the guidelines require, among other things,
appropriate systems and practices to identify and manage the risks and exposures
specified in the guidelines. The guidelines prohibit excessive compensation as
an unsafe and unsound practice and describe compensation as excessive when the
amounts paid are unreasonable or disproportionate to the services performed by
an executive officer, employee, director or principal shareholder. In addition,
the Federal Reserve adopted regulations that authorize, but do not require, the
Federal Reserve to order an institution that has been given notice by the
Federal Reserve that it is not satisfying any of such safety and soundness
standards to submit a compliance plan. If, after being so notified, an
institution fails to submit an acceptable compliance plan or fails in any
material respect to implement an accepted compliance plan, the Federal Reserve
must issue an order directing action to correct the deficiency and may issue an
order directing other actions of the types to which an undercapitalized
association is subject under the "prompt corrective action" provisions of
FDICIA. If an institution fails to comply with such an order, the Federal
Reserve may seek to enforce such order in judicial proceedings and to impose
civil money penalties. The Federal Reserve and the other federal bank regulatory
agencies also adopted guidelines for asset quality and earnings standards.
10
<PAGE> 13
A range of other provisions in FDICIA include requirements applicable
to closure of branches; additional disclosures to depositors with respect to
terms and interest rates applicable to deposit accounts; uniform regulations for
extensions of credit secured by real estate; restrictions on activities of and
investments by state-chartered banks; modification of accounting standards to
conform to generally accepted accounting principles including the reporting of
off-balance sheet items and supplemental disclosure of estimated fair market
value of assets and liabilities in financial statements filed with the banking
regulators; increased penalties in making or failing to file assessment reports
with the FDIC; greater restrictions on extensions of credit to directors,
officers and principal stockholders; and increased reporting requirements on
agricultural loans and loans to small businesses.
In August 1995, the Federal Reserve, FDIC and other federal banking
agencies published a final rule modifying their existing risk-based capital
standards to provide for consideration of interest rate risk when assessing the
capital adequacy of a bank. Under the final rule, the Federal Reserve and the
FDIC must explicitly include a bank's exposure to declines in the economic value
of its capital due to changes in interest rates as a factor in evaluating a
bank's capital adequacy. The Federal Reserve, the FDIC and other federal banking
agencies also have adopted a joint agency policy statement providing guidance to
banks for managing interest rate risk. The policy statement emphasizes the
importance of adequate oversight by management and a sound risk management
process. The assessment of interest rate risk management made by the banks'
examiners will be incorporated into the banks' overall risk management rating
and used to determine the effectiveness of management.
Prompt Corrective Action. FDICIA requires the federal banking
regulators, including the Federal Reserve and the FDIC, to take prompt
corrective action with respect to depository institutions that fall below
certain capital standards and prohibits any depository institution from making
any capital distribution that would cause it to be undercapitalized.
Institutions that are not adequately capitalized may be subject to a variety of
supervisory actions including, but not limited to, restrictions on growth,
investment activities, capital distributions and affiliate transactions and will
be required to submit a capital restoration plan which, to be accepted by the
regulators, must be guaranteed in part by any company having control of the
institution (such as the Company). In other respects, FDICIA provides for
enhanced supervisory authority, including greater authority for the appointment
of a conservator or receiver for undercapitalized institutions. The
capital-based prompt corrective action provisions of FDICIA and their
implementing regulations apply to FDIC-insured depository institutions. However,
federal banking agencies have indicated that, in regulating bank holding
companies, the agencies may take appropriate action at the holding company level
based on their assessment of the effectiveness of supervisory actions imposed
upon subsidiary insured depository institutions pursuant to the prompt
corrective action provisions of FDICIA.
Insurance of Deposit Accounts. Under FDICIA, as a FDIC-insured
institution, each of the Banks is required to pay deposit insurance premiums
based on the risk it poses to the insurance fund. The FDIC has authority to
raise or lower assessment rates on insured deposits in order to achieve certain
designated reserve ratios in the insurance funds and to impose special
additional assessments. The FDIC amended the risk-based assessment system and on
December 11, 1995, adopted an assessment rate schedule for BIF-insured deposits.
The assessment rate schedule, effective with respect to the semiannual premium
assessment beginning January 1, 1996, provides for an assessment range of zero
to 0.27% (subject to a $2,000 minimum) of deposits depending on capital and
supervisory factors. Each depository institution is assigned to one of three
capital groups: "well capitalized," "adequately capitalized" or "less than
adequately capitalized." Within each capital group, institutions are assigned to
one of three supervisory subgroups: "healthy," "supervisory concern" or
"substantial supervisory concern." Accordingly, there are nine combinations of
capital groups and supervisory subgroups to which varying assessment rates would
be applicable. An institution's assessment rate depends on the capital category
and supervisory category to which it is assigned.
During 1999, the Banks were assessed deposit insurance in the aggregate
amount of $102,548. Deposit insurance may be terminated by the FDIC upon a
finding that an institution has engaged in unsafe or unsound practices, is in an
unsafe or unsound condition, or has violated any applicable law, regulation,
rule, order or condition imposed by the FDIC. The management of each of the
Banks does not know any practice, condition or violation that might lead to
termination of deposit insurance.
The Economic Growth and Regulatory Paperwork Reduction Act of 1996
enacted on September 30, 1996 provides that beginning with semi-annual periods
after December 31, 1996, Bank Insurance Fund deposits will also be assessed to
pay interest on the bonds issued in the late 1980s by the Financing Corporation
(the "FICO Bonds") to recapitalize the now defunct Federal Savings & Loan
Insurance Corporation. For purposes of the assessments to pay interest on the
FICO Bonds, BIF deposits will be assessed at a rate of 20% of the assessment
rate applicable to SAIF deposits until December 31, 1999. After the earlier of
December 31, 1999 or the date on which the last
11
<PAGE> 14
savings association ceases to exist, full pro rata sharing of FICO assessments
will begin. It has been estimated that the rates of assessment for the payment
of interest on the FICO Bonds will be approximately 1.3 basis points for
BIF-assessable deposits and approximately 6.4 basis points for SAIF-assessable
deposits. The payment of the assessment to pay interest on the FICO Bonds should
not materially affect the Banks.
Federal Reserve System. The Banks are subject to Federal Reserve
regulations requiring depository institutions to maintain non-interest-earning
reserves against their transaction accounts (primarily NOW and regular checking
accounts). The Federal Reserve regulations generally require three percent
reserves on the first $51.9 million of transaction accounts and $1.6 million
plus ten percent on the remainder. The first $4.0 million of otherwise
reservable balances (subject to adjustments by the Federal Reserve) are exempted
from the reserve requirements. The Banks are in compliance with the foregoing
requirements.
Community Reinvestment. Under the Community Reinvestment Act ("CRA"), a
financial institution has a continuing and affirmative obligation, consistent
with the safe and sound operation of such institution, to help meet the credit
needs of its entire community, including low- and moderate-income neighborhoods.
The CRA does not establish specific lending requirements or programs for
financial institutions nor does it limit an institution's discretion to develop
the types of products and services that it believes are best suited to its
particular community, consistent with the CRA. The CRA requires each federal
banking agency, in connection with its examination of a financial institution,
to assess and assign one of four ratings to the institution's record of meeting
the credit needs of its community and to take such record into account in its
evaluation of certain applications by the institution, including applications
for charters, branches and other deposit facilities, relocations, mergers,
consolidations, acquisitions of assets or assumptions of liabilities, and
savings and loan holding company acquisitions. The CRA also requires that all
institutions make public disclosure of their CRA ratings. Each of the Banks
received "satisfactory" ratings on its most recent CRA performance evaluation.
In April 1995, the Federal Reserve and other federal banking agencies
adopted amendments revising their CRA regulations. Among other things, the
amended CRA regulations substitute for the prior process-based assessment
factors a new evaluation system that would rate an institution based on its
actual performance in meeting community needs. In particular, the proposed
system would focus on three tests: (i) a lending test, to evaluate the
institution's record of making loans in its assessment areas; (ii) an investment
test, to evaluate the institution's record of investing in community development
projects, affordable housing, and programs benefiting low or moderate income
individuals and businesses; and (iii) a service test, to evaluate the
institution's delivery of services through its branches, ATMs, and other
offices. The amended CRA regulations also clarify how an institution's CRA
performance would be considered in the application process. All of the Banks
have been examined under the revised CRA regulations.
Consumer Compliance. Each Bank has been examined for consumer
compliance during the past twelve months. The Federal Reserve has made Midwest
Bank of McHenry County aware of certain deficiencies in its consumer compliance
program as it relates to the accuracy of its past Home Mortgage Disclosure Act
("HMDA") filings and has presented a draft Memorandum of Understanding ("MOU")
to the bank. The directors of Midwest Bank of McHenry County have executed the
MOU and delivered it to the Federal Reserve. Consistent with the MOU, management
is working with the Federal Reserve to resolve the HMDA reporting deficiency in
an appropriate manner. In addition, management has retained regulatory
consultants to assess current practices and develop action plans to resolve
outstanding consumer compliance issues. While management believes it is
addressing this HMDA reporting problem appropriately, if management should fail
to do so over time, enforcement or administrative actions by the appropriate
federal banking regulators may impact the Company's ability to implement its
growth strategy.
Brokered Deposits. Well-capitalized institutions are not subject to
limitations on brokered deposits, while an adequately capitalized institution is
able to accept, renew or rollover brokered deposits only with a waiver from the
FDIC and subject to certain restrictions on the yield paid on such deposits.
Undercapitalized institutions are not permitted to accept brokered deposits.
Enforcement Actions. Federal and state statutes and regulations provide
financial institution regulatory agencies with great flexibility to undertake
enforcement action against an institution that fails to comply with regulatory
requirements, particularly capital requirements. Possible enforcement actions
range from the imposition of a capital plan and capital directive to
receivership, conservatorship, or the termination of deposit insurance.
12
<PAGE> 15
Interstate Banking and Branching Legislation. On September 29, 1994,
the Riegle-Neal Interstate Banking and Efficiency Act of 1994 (the "Interstate
Banking Act") was enacted. Under the Interstate Banking Act, adequately
capitalized and adequately managed bank holding companies will be allowed to
acquire banks across state lines subject to certain limitations. In addition,
under the Interstate Banking Act, since June 1, 1997, banks have been permitted,
under some circumstances, to merge with one another across state lines and
thereby create a main bank with branches in separate states. After establishing
branches in a state through an interstate merger transaction, a bank may
establish and acquire additional branches at any location in the state where any
bank involved in the interstate merger could have established or acquired
branches under applicable federal and state law.
While the State of Illinois has adopted legislation "opting in" to
interstate bank mergers, it did not allow out of state banks to enter the
Illinois market through de novo branching or through branch-only acquisitions.
Since many states ("host states") allow out of state banks to enter a host state
by de novo branching or branch-only acquisitions only if the banks of the host
state are afforded reciprocal treatment in the other state, the Banks have
limited opportunities to expand in other states except through whole bank or
bank holding company acquisitions. It is anticipated that this interstate merger
and branching ability will increase competition and further consolidate the
financial institutions industry.
In 1997, the State of Illinois enacted legislation allowing a state
bank to act as agent for any fire, life or other insurance company authorized to
do business in the State of Illinois. Similarly, the Illinois Insurance Code was
amended to allow a state bank to form a subsidiary for the purpose of becoming a
firm registered to sell insurance. Such sales of insurance by a state bank may
only take place through individuals who have been issued and maintain an
insurance producer's license pursuant to the Illinois Insurance Code.
State banks are prohibited from assuming or guaranteeing any premium on
an insurance policy issued through the bank. Moreover, state law expressly
prohibits tying the provision of any insurance product to the making of any loan
or extension of credit, and requires state banks to make disclosures of this
fact in some instances. Other consumer oriented safeguards are also required.
In October 1998, Midwest Bank of Western Illinois acquired the Porter
Insurance Agency, Inc. Porter Insurance Agency, Inc. is a subsidiary of Midwest
Bank of Western Illinois and is a full-lines insurance agency. In December 1998,
Midwest Bank of McHenry County acquired a majority interest in Midwest One
Financial Services, L.L.C., a newly formed limited liability company whose
purpose is to engage in the insurance agency business. Porter Insurance Company,
Inc. and Midwest One Financial Services, L.L.C. are registered with, and subject
to examination by, the Illinois Department of Insurance, and the Company
believes that each is operating in compliance with applicable laws of the State
of Illinois.
13
<PAGE> 16
MONETARY POLICY AND ECONOMIC CONDITIONS
The earnings of banks and bank holding companies are affected by
general economic conditions and also by the fiscal and monetary policies of
federal regulatory agencies, including the Federal Reserve. Through open market
transactions, variations in the discount rate and the establishment of reserve
requirements, the Federal Reserve exerts considerable influence over the cost
and availability of funds obtainable for lending or investing.
The above monetary and fiscal policies and resulting changes in
interest rates have affected the operating results of all commercial banks in
the past and are expected to do so in the future. The Banks and their respective
holding companies cannot fully predict the nature or the extent of any effects
which fiscal or monetary policies may have on their business and earnings.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
This report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Reform Act of
1995, and is including this statement for purposes of these safe harbor
provisions. Forward-looking statements, which are based on certain assumptions
and describe future plans, strategies, and expectations of the Company, are
generally identifiable by use of the words "believe," "expect," "intend,"
"anticipate," "estimate," "project," or similar expressions. The Company's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain. Factors which could have a material adverse affect on the
operations and future prospects of the Company and its subsidiaries include, but
are not limited to, changes in interest rates; general economic conditions;
legislative/regulatory changes; monetary and fiscal policies of the U.S.
government, including policies of the U.S. Treasury and the Federal Reserve
Board; the quality or composition of the loan or investment portfolios; demand
for loan products; deposit flows; competition; demand for financial services in
the Company's market area; the impact of undetected year 2000 issues; and
accounting principles, policies, and guidelines. These risks and uncertainties
should be considered in evaluating forward-looking statements and undue reliance
should not be placed on such statements. Further information concerning the
Company and its business, including additional factors that could materially
affect the Company's financial results, is included in the Company's filings
with the Securities and Exchange Commission.
14
<PAGE> 17
EXECUTIVE OFFICERS OF THE REGISTRANT
The following executive officers were employed by the Company and its
subsidiaries as of March 29, 2000.
Robert L. Woods (70) has served as President and Chief Executive
Officer and as a director of the Company since 1983. Previously, he was the
President of Midwest Bank and Trust Company from 1967 to 1991. Mr. Woods also
serves as Chairman of the Board of Directors of Midwest Bank and as a director
of Midwest Bank and Trust Company and First Midwest Data Corp. In addition, he
was a director of Midwest Trust Services, Inc. and Midwest One Mortgage
Services, Inc. until their dissolution in 1999.
Brad A. Luecke (49) was named Executive Vice President of the Company
in 2000 and has served as President and Chief Executive Officer and director of
Midwest Bank and Trust Company since 1991. Mr. Luecke previously served as
President, Trust Officer and director of Midwest Trust Services, Inc. and as a
director of Midwest One Mortgage Services, Inc. until their dissolution in 1999.
Edward H. Sibbald (51) was named a Senior Vice President of the Company
in 2000 and has served as Chief Financial Officer of the Company since 1997.
Previously, Mr. Sibbald served as Executive Vice President from 1997 to 1999 and
Senior Vice President-Administration from 1991 to 1997. Mr. Sibbald also serves
as Chairman of the Executive Committee and director of Midwest Bank of Western
Illinois and as a director of Midwest Bank of McHenry County and First Midwest
Data Corp. In addition, he served as Vice President and Secretary and as a
director of Midwest One Mortgage Services, Inc. until its dissolution in 1999.
Stephen M. Karaba (42) was named a Senior Vice President of the Company
in 2000 and has served as President of Midwest Bank of McHenry County since
1994. Mr. Karaba also serves as Chairman of Midwest One Financial Services,
L.L.C. Previously, Mr. Karaba had management and executive positions within
Midwest Bank and Trust Company and Midwest Bank of McHenry County since 1989.
Mr. Karaba has been a director of Midwest Bank of McHenry County since 1994 and
Midwest Bank of Western Illinois since 1998. In addition, he served as a
director of Midwest Trust Services, Inc. and Midwest One Mortgage Services, Inc.
until their dissolution in 1999.
Christopher J. Gavin (38) was named a Senior Vice President of the
Company in 2000 and has served as President and Chief Executive Officer of
Midwest Bank of Western Illinois since 1998. He also has been a director of
Midwest Bank of Western Illinois since 1997 and has served as a director of
Porter Insurance Agency, Inc. since 1998. Mr. Gavin was Executive Vice President
and Chief Credit Officer of Midwest Bank of Western Illinois from 1997 to 1998.
Previously, Mr. Gavin had fifteen years of experience in commercial and
community banking with Monmouth Trust and Savings Bank.
James I. McMahon (46) served as President and Chief Executive Officer
and a director of Midwest Bank since 1991. Mr. McMahon has been a Vice President
of the Company since 1987 and previously had management and executive positions
within Midwest Bank and Trust Company. He previously served as President and
director of Midwest One Mortgage Services, Inc. and as a director of Midwest
Trust Services, Inc. until their dissolution in 1999. Mr. McMahon resigned from
all positions with the Company and its subsidiaries effective March 1, 2000.
Mary M. Henthorn (42) was named President of Midwest Bank in March
2000, succeeding James I. McMahon. Previously, she served as Executive Vice
President and a director of Midwest Bank since 1996 and in various management
capacities at Midwest Bank since 1992.
15
<PAGE> 18
ITEM 2. PROPERTIES
The following table sets forth certain information regarding the
Company's principal office and subsidiary facilities.
<TABLE>
<CAPTION>
NET BOOK VALUE AT
DECEMBER 31, 1999 LEASED OR
LOCATION DATE ACQUIRED (IN THOUSANDS) OWNED
-------- ------------- ----------------- ---------
<S> <C> <C> <C>
Principal Office
501 West North Avenue
Melrose Park, Illinois 60160 1987 $ 2,201 Owned
Midwest Bank and Trust Company Facilities
1606 North Harlem Avenue
Elmwood Park, Illinois 60607 1959 1,911 Owned
300 South Michigan Avenue
Chicago, Illinois 60604 1986 -0- Leased
4012 North Pulaski Road
Chicago, Illinois 60641 1993 1,267 Owned
7227 West Addison Street
Chicago, Illinois 60634 1996 1,291 Owned
Midwest Bank Facilities
500 West Chestnut Street
Hinsdale, Illinois 60521 1991 1,847 Owned
927 Curtiss Street
Downers Grove, Illinois 60515 1996 5 Leased
505 N. Roselle Rd (1)
Roselle, Illinois 60172 1999 1,984 Owned
Midwest Bank of McHenry County Facilities
17622 Depot Street
Union, Illinois 60180 1987 55 Owned
2045 East Algonquin Road
Algonquin, Illinois 60102 1994 956 Owned
204 E. State Road
Island Lake, Illinois 60042 1998 373 Owned
5555 Bull Valley Road
McHenry, Illinois 60050 1998 1,428 Owned
Midwest Bank of Western Illinois Facilities
200 East Broadway (2)
Monmonth, Illinois 61462 1993 2,829 Owned
</TABLE>
16
<PAGE> 19
<TABLE>
<CAPTION>
NET BOOK VALUE AT
DECEMBER 31, 1999 LEASED OR
LOCATION DATE ACQUIRED (IN THOUSANDS) OWNED
-------- ------------- ----------------- ---------
<S> <C> <C> <C>
612 West Main Street
Galesburg, Illinois 61401 1996 $ 580 Owned
Schuyler Street
Oquawka, Illinois 61469 1991 94 Owned
104 S.E. 3rd Avenue
Aledo, Illinois 61231 1999 75 Owned
106 South Kirk
Kirkwood, Illinois 61473 1993 -0- Owned
</TABLE>
(1) Roselle banking center opened in February 2000.
(2) Bank facility acquired in 1993. New headquarters built in 1999 including
renovation of former facilities at 208 East Broadway. Original headquarters
at 100 East Broadway will be donated to City of Monmouth in 2000.
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are from time to time parties to
various legal actions arising in the normal course of business. Management
believes that there is no proceeding threatened or pending against the Company
or any of its subsidiaries which, if determined adversely, would have a material
adverse effect on the financial condition or results of operations of the
Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
17
<PAGE> 20
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY
HOLDER MATTERS
The Company's common stock is traded over-the-counter and quoted on the
Nasdaq National Market under the symbol "MBHI". As of March 17, 2000, the
Company had 1,758 stockholders. The table below sets forth the high and low sale
prices of the common stock during the periods indicated.
<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
1998
First Quarter $17.75 $14.00
Second Quarter 20.50 17.00
Third Quarter 18.50 14.06
Fourth Quarter 15.88 14.50
1999
First Quarter $16.38 $15.25
Second Quarter 19.00 15.88
Third Quarter 19.38 14.88
Fourth Quarter 17.88 13.50
</TABLE>
The Company has declared per share cash dividends with respect to its
common stock as follows:
<TABLE>
<S> <C>
1998
First Quarter $0.020
Second Quarter 0.020
Third Quarter 0.030
Fourth Quarter 0.075
1999
First Quarter $0.075
Second Quarter 0.075
Third Quarter 0.075
Fourth Quarter 0.125
</TABLE>
Holders of common stock are entitled to receive such dividends as may
be declared by the Board of Directors from time to time and paid out of funds
legally available therefor. Because the Company's consolidated net income
consists largely of net income of the Banks, the Company's ability to pay
dividends depends, in part, upon its receipt of dividends from the Banks. The
Banks' ability to pay dividends is regulated by banking statutes. See
"Supervision and Regulation--Dividend Limitations." The declaration of dividends
by the Company is discretionary and depends on the Company's earnings and
financial condition, regulatory limitations, tax considerations, and other
factors including limitations imposed by the terms of the Company's revolving
lines of credit. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity." While the Board of Directors
expects to continue to declare dividends quarterly, there can be no assurance
that dividends will be paid in the future.
18
<PAGE> 21
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth certain summary consolidated financial
data at or for the periods indicated. This information should be read in
conjunction with the Consolidated Financial Statements and notes thereto
included herein. See "Item 8, Consolidated Financial Statements and
Supplementary Data."
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Total interest income $ 84,146 $ 74,827 $ 67,326 $ 57,298 $ 47,603
Total interest expense 44,262 41,014 35,311 28,918 22,619
----------- ----------- ----------- ----------- -----------
Net interest income 39,884 33,813 32,015 28,380 24,984
Provision for loan losses 2,203 1,326 2,454 1,718 1,542
Other income 6,734 6,787 5,563 4,410 3,522
Other expenses 25,774 22,895 21,076 19,167 17,781
----------- ----------- ----------- ----------- -----------
Income before income taxes 18,641 16,379 14,048 11,905 9,183
Provision for income taxes 6,750 5,974 5,537 4,597 3,151
----------- ----------- ----------- ----------- -----------
Net income $ 11,891 $ 10,405 $ 8,511 $ 7,308 $ 6,032
=========== =========== =========== =========== ===========
PER SHARE DATA: (1)
Net income (basic) $ 1.08 $ 0.94 $ 0.85 $ 0.73 $ 0.60
Net income (diluted) 1.07 0.94 0.85 0.73 0.60
Cash dividends declared 0.35 0.145 0.055 0.055 0.055
Book value at end of year 6.22 6.88 5.29 4.29 3.83
Tangible book value at end of year 6.00 6.65 5.05 4.03 3.55
SELECTED FINANCIAL RATIOS:
Return on average assets 1.04% 1.04% 1.01% 1.01% 1.02%
Return on average equity 16.39 14.60 18.36 19.36 18.65
Dividend payout ratio 32.28 15.72 6.47 7.53 9.70
Average equity to average assets 6.31 7.11 5.51 5.20 5.49
Net interest margin (tax equivalent) 3.75 3.61 4.11 4.27 4.67
Allowance for loan losses to total loans
at the end of year 1.17 1.26 1.26 1.27 1.28
Nonperforming loans to total loans
at the end of year (2) 0.37 0.90 0.66 1.03 0.60
Net loans charged off to average total loans 0.21 0.18 0.36 0.26 0.28
Tier 1 risk-based capital 11.11 13.47 9.60 9.57 7.64
Total risk-based capital 12.20 14.64 10.78 10.76 8.66
</TABLE>
19
<PAGE> 22
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets $ 1,256,462 $ 1,071,314 $ 908,642 $ 786,070 $ 660,315
Total earning assets 1,184,546 1,014,691 855,675 737,338 611,597
Average assets (3) 1,148,675 1,002,848 841,707 725,420 589,102
Total loans 646,455 521,880 488,099 420,655 359,639
Allowance for loan losses 7,567 6,576 6,143 5,342 4,603
Total deposits 970,954 869,152 794,362 701,205 590,671
Notes payable and other borrowings (4) 177,150 107,800 42,575 27,495 16,077
Shareholders' equity 67,694 77,629 52,960 42,962 38,387
Tangible book value 65,320 75,019 50,536 40,344 35,554
</TABLE>
(1) All per share amounts have been adjusted to reflect two-for-one stock
splits effective on December 17, 1997 and in April 1996.
(2) Includes total nonaccrual, impaired and all other loans 90 days past due.
(3) Average for the year ended.
(4) Borrowings do not include short-term Federal funds purchased or securities
sold under agreements to repurchase.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis is intended as a review of
significant factors affecting the financial condition and results of operations
of the Company for the periods indicated. The discussion should be read in
conjunction with the Consolidated Financial Statements and the Notes thereto and
the Selected Consolidated Financial Data presented herein. In addition to
historical information, the following Management's Discussion and Analysis of
Financial Condition and Results of Operations contains forward-looking
statements that involve risks and uncertainties. The Company's actual results
could differ significantly from those anticipated in these forward-looking
statements as a result of certain factors discussed elsewhere in this report.
OVERVIEW
The Company's principal business is conducted by the Banks and consists
of a full range of community-based financial services, including commercial and
retail banking. The profitability of the Company's operations depends primarily
on its net interest income, provision for loan losses, other income and other
expenses. Net interest income is the difference between the income the Company
receives on its loan and securities portfolios and its cost of funds, which
consists of interest paid on deposits and borrowings. The provision for loan
losses reflects the cost of credit risk in the Company's loan portfolio. Other
income consists of service charges on deposit accounts, securities gains,
mortgage origination fees, insurance and brokerage commissions, trust fees and
other income. Other expenses include salaries and employee benefits, occupancy
and equipment expenses, professional services, marketing expenses, and other
noninterest expenses.
Net interest income is dependent on the amounts of and yields on
interest-earning assets as compared to the amounts of and rates on
interest-bearing liabilities. Net interest income is sensitive to changes in
market rates of interest and the Company's asset/liability management procedures
in coping with such changes. The provision for loan losses is dependent upon
management's assessment of the collectibility of the loan portfolio under
current economic conditions. Other expenses are influenced by the growth of
operations, with additional employees necessary to staff and open new banking
centers and marketing expenses necessary to promote them. Growth in the number
of account relationships directly affects such expenses as data processing
costs, supplies, postage and other miscellaneous expenses.
20
<PAGE> 23
CONSOLIDATED RESULTS OF OPERATIONS
Total assets increased $185.1 million or 17.3% to $1.26 billion as of
December 31, 1999 from $1.07 billion as of December 31, 1998. Net income
increased $1.5 million or 14.3% to $11.9 million for the year ended December 31,
1999 compared to $10.4 million for the year ended December 31, 1998. The return
on average assets was 1.04% for both 1999 and 1998. The return on average equity
increased to 16.39% in 1999 from 14.60% in 1998.
1999 COMPARED TO 1998
Net Interest Income. Net interest income on a tax-equivalent basis
increased $6.4 million or 18.4% to $40.9 million in 1999 from $34.5 million in
1998. Interest income on total earning assets increased $9.6 million in 1999
from 1998. Interest income on loans increased $5.1 million in 1999 from 1998 due
to a $75.2 million increase in average loans outstanding, offsetting a decrease
in average loan rates from 9.39% to 8.99%. Interest expense on interest-bearing
liabilities increased $3.2 million in 1999 from 1998, as a result of a $2.5
million increase in interest expense on other borrowings and a $692,000 increase
in interest expense on deposits. The increase in interest expense was due
primarily to a combination of a $79.0 million increase in average deposits
offset in part by a decrease in the average rate paid on deposits from 4.91% in
1998 to 4.52% in 1999. The increase in interest expense on other borrowings was
due primarily to a $50.0 million increase in average FHLB advances and $4.6
million increase in average fed funds purchased and repurchase agreements. The
increase was offset, in part, by a $1.0 million decrease in average borrowings
under lines of credit, and a decrease in overall interest rates on borrowings
from 5.46% in 1998 to 5.20% in 1999. The net interest margin on a tax-equivalent
basis increased from 3.61% in 1998 to 3.75% for 1999. The primary reason for the
increase in net interest margin was the increase in average yields on securities
from 6.24% in 1998 to 6.47% in 1999 and the decrease in the average rate on
interest-bearing liabilities from 4.97% in 1998 to 4.62% in 1999.
Provision for Loan Losses. The provision for loan losses increased
$877,000 or 66.1% to $2.2 million in 1999 from $1.3 million in 1998. As of
December 31, 1999, the allowance for loan losses totaled $7.6 million, or 1.17%
of total loans, and was equal to 319% of nonperforming loans. The amounts of the
provision and allowance for loan losses are influenced by current economic
conditions, actual loss experience, industry trends and management's assessment
of current collection risks within its loan portfolio.
Other Income. The Company's total other income decreased $53,000 or
0.78% to $6.7 million in 1999 from $6.8 million in 1998. Other income as a
percentage of average assets was 0.59% for the year ended 1999 compared to 0.68%
for the year ended 1998. The $53,000 decrease in total other income in 1999 from
1998 was primarily due to a $676,000 decrease in gains from all securities
transactions, a $365,000 decrease in mortgage origination fees and a $5,000
decrease in trust income. The decrease in mortgage origination fees was due to
the overall increase in mortgage rates and the reduction in refinancing volume
in 1999 compared to 1998. These decreases were offset, in part, by a $258,000
increase in service charges on deposit accounts resulting from increased volume
and pricing, a $354,000 increase in insurance and brokerage fees, and a $381,000
increase in other income, including a $300,000 gain on the sale of other real
estate during 1999. The growth in insurance and brokerage fees was primarily due
to the full year impact of the Porter Insurance Agency, Inc. acquisition in
November 1998 and increased retail brokerage volumes during 1999.
Other Expenses. The Company's total other expenses increased $2.9
million or 12.6% to $25.8 million in 1999 from $22.9 million in 1998. Other
expenses as a percentage of average assets were 2.24% for the year ended 1999
compared to 2.28% for the year ended 1998. Net overhead expenses were 1.66% and
1.61% as a percentage of average assets in 1999 and 1998, respectively. The
increase in total other expenses in 1999 was primarily due to the following
factors. Salaries increased $1.5 million in 1999 compared to 1998 due to
additional staffing to support new Midwest Bank of McHenry County banking
centers, growth in existing banking centers, the full year impact of the Porter
Insurance Agency, Inc. acquisition in November 1998, and annual merit increases.
Occupancy expenses increased $620,000 due to the construction of new banking
centers for Midwest Bank of McHenry County, higher depreciation levels related
to the renovation of the flagship banking center of Midwest Bank and Trust
Company in 1998, and hardware and software systems upgrades at the Banks and
First Midwest Data Corp. Other expenses rose $772,000 as a result of increases
in legal costs and other real estate costs related to loan collection and
workout activities, increased marketing expenses, acquisition costs related to
the purchase of the
21
<PAGE> 24
Aledo Banking Center, start-up costs for Midwest One Financial Services, LLC,
outsourcing services and general increases in other categories.
Federal and State Income Tax. The Company's consolidated income tax
rate varies from statutory rates principally due to interest income from
tax-exempt securities and loans. The Company recorded income tax expense of $6.8
million in 1999 compared to $6.0 million in 1998 due to changes in income.
1998 COMPARED TO 1997
Net Interest Income. Net interest income on a tax-equivalent basis
increased $1.9 million or 5.8% to $34.5 million in 1998 from $32.6 million in
1997. Interest income on total earning assets increased $7.6 million in 1998
from 1997. Interest income on loans increased $3.7 million in 1998 from 1997 due
to a $47.8 million increase in average loans outstanding, offsetting a decrease
in average loan rates from 9.56% to 9.39%. Interest expense on interest-bearing
liabilities increased $5.7 million in 1998 from 1997, as a result of a $3.4
million increase in interest expense on deposits and a $2.3 million increase in
interest expense on other borrowings. The increase in interest expense was due
primarily to a combination of a $71.3 million increase in average deposits and a
decrease in the average rate paid on deposits to 4.91% from 4.92%. The increase
in interest expense on other borrowings was due primarily to a $57.6 million
increase in average FHLB advances. The increase was offset, in part, by a $9.4
million decrease in average borrowings under lines of credit, and a decrease in
overall interest rates on borrowings from 6.24% in 1997 to 5.46% in 1998. The
net interest margin on a tax-equivalent basis decreased to 3.61% in 1998 from
4.11% for 1997. The primary reason for the decrease in net interest margin was
the decrease in average yields on securities from 7.23% in 1997 to 6.24% in
1998.
Provision for Loan Losses. The provision for loan losses decreased $1.2
million or 46.0% to $1.3 million in 1998 from $2.5 million in 1997. The decrease
in the provision for loan losses was due to a general improvement in the credit
quality of the loan portfolio in 1998 compared to 1997. As of December 31, 1998,
the allowance for loan losses totaled $6.6 million, or 1.26% of total loans, and
was equal to 139% of nonperforming loans.
Other Income. The Company's total other income increased $1.2 million
or 22.0% to $6.8 million in 1998 from $5.6 million in 1997. Other income as a
percentage of average assets was 0.68% for the year ended 1998 compared to 0.66%
for the year ended 1997. The $1.2 million increase in total other income in 1998
from 1997 was primarily due to a $269,000 increase in service charges on deposit
accounts due to increased volume and pricing, a $247,000 increase in gains from
securities transactions, a $494,000 increase in mortgage origination fees, a
$107,000 increase in insurance and brokerage fees and a $96,000 increase in
trust service fees.
Other Expenses. The Company's total other expenses increased $1.8
million or 8.6% to $22.9 million in 1998 from $21.1 million in 1997. Other
expenses as a percentage of average assets were 2.28% for the year ended 1998
compared to 2.50% for the year ended 1997. Net overhead expenses were 1.61% and
1.84% as a percentage of average assets in 1998 and 1997, respectively. The
increase in total other expenses in 1998 was primarily due to the following
factors. Salaries increased $1.1 million in 1998 compared to 1997 because of
additional staffing and commissions at Midwest One Mortgage Services, Inc. due
to an increase in volume, additional staffing to support a new Midwest Bank of
McHenry County banking center, growth in existing banking centers, and annual
merit increases. Occupancy expenses increased $473,000 due to the construction
of the new banking center for Midwest Bank of McHenry County, renovation of the
flagship banking center of Midwest Bank and Trust Company, and hardware and
software systems upgrades at the Banks and First Midwest Data Corp. Other
expenses rose $258,000 as a result of increases in legal costs and other real
estate costs related to loan collection and workout activities, increased
marketing expenses, acquisition costs related to the purchase of the Porter
Insurance Agency, Inc. and general increases in other categories.
Federal and State Income Tax. The Company recorded income tax expense
of $6.0 million in 1998 compared to $5.5 million in 1997 due to changes in
income.
22
<PAGE> 25
INTEREST-EARNING ASSETS AND INTEREST-BEARING LIABILITIES
The following table sets forth the average balances, net interest
income and expense and average yields and rates for the Company's
interest-earning assets and interest-bearing liabilities for the indicated
periods on a tax-equivalent basis assuming a 34% tax rate.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------------------------
1999 1998 1997
------------------------------ ----------------------------- -----------------------------
AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE
BALANCE INTEREST RATE BALANCE INTEREST RATE BALANCE INTEREST RATE
------- -------- ------- ------- -------- ------- ------- -------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST-EARNING ASSETS:
Federal funds sold $ 7,186 $ 363 5.05% $ 8,964 $ 481 5.37% $ 8,014 $ 444 5.54%
Securities:
Taxable 465,134 30,003 6.45 410,459 25,267 6.16 300,684 21,792 7.25
Exempt from
federal income
taxes(1) 34,124 2,285 6.70 27,498 2,050 7.46 22,496 1,579 7.02
---------- ------- -------- ------- -------- -------
Total securities 499,258 32,288 6.47 437,957 27,317 6.24 323,180 23,371 7.23
Loans:
Commercial loans 169,339 14,771 8.72 143,911 13,216 9.18 129,678 12,125 9.35
Commercial
real estate loans 264,896 24,702 9.33 221,550 21,419 9.67 205,852 20,368 9.89
Agricultural loans 37,093 3,106 8.37 30,023 2,652 8.83 19,292 1,739 9.01
Consumer
real estate loans 96,677 8,124 8.40 96,510 8,269 8.57 86,206 7,732 8.97
Consumer
installment loans 15,678 1,766 11.26 16,471 2,170 13.17 19,504 2,084 10.68
---------- ------- -------- ------- -------- -------
Total loans 583,683 52,469 8.99 508,465 47,726 9.39 460,532 44,048 9.56
---------- ------- -------- ------- -------- -------
Total interest-
earning assets $1,090,127 $85,120 7.81 $955,386 $75,524 7.91 $791,726 $67,863 8.57
========== ======= ======== ======= ======== =======
</TABLE>
23
<PAGE> 26
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------------------------
1999 1998 1997
------------------------------ ----------------------------- -----------------------------
AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE
BALANCE INTEREST RATE BALANCE INTEREST RATE BALANCE INTEREST RATE
------- -------- ------- ------- -------- ------- ------- -------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST-BEARING LIABILITIES:
Deposits:
Interest-bearing
demand deposits $ 97,823 $ 2,887 2.95% $ 84,591 $ 2,614 3.09% $ 70,047 $ 2,108 3.01%
Money-market
demand accounts
and savings accounts 232,308 8,579 3.69 196,417 7,486 3.81 199,364 7,444 3.73
Time deposits less
than $100,000 371,160 19,698 5.31 370,718 21,418 5.78 315,763 18,589 5.89
Time deposits of
$100,000 or more 64,369 3,309 5.14 56,614 3,132 5.53 47,714 2,857 5.99
Public funds 47,208 2,257 4.78 25,488 1,388 5.45 29,667 1,619 5.46
-------- -------- -------- -------- -------- --------
Total interest-
bearing deposits 812,868 36,730 4.52 733,828 36,038 4.91 662,555 32,617 4.92
Borrowings:
Federal funds and
repurchase agreements 12,167 651 5.35 7,522 416 5.53 7,821 443 5.66
FHLB advances 126,444 6,463 5.11 76,424 4,031 5.27 18,836 1,085 5.76
Notes payable and
other borrowings 6,112 418 6.84 7,108 529 7.44 16,514 1,166 7.06
-------- -------- -------- -------- -------- --------
Total borrowings 144,723 7,532 5.20 91,054 4,976 5.46 43,171 2,694 6.24
-------- -------- -------- -------- -------- --------
Total interest-
bearing liabilities $957,591 $ 44,262 4.62 $824,882 $ 41,014 4.97 $705,726 $ 35,311 5.00
======== ======== ======== ======== ======== ========
Net interest income
(tax equivalent) $ 40,858 3.19% $ 34,510 2.94% $ 32,552 3.57%
======== ==== ======== ==== ======== ====
Net interest margin 3.75% 3.61% 4.11%
==== ==== ====
</TABLE>
(1) Adjusted for 34% tax rate.
CHANGES IN INTEREST INCOME AND EXPENSE
The changes in net interest income from period to period are reflective
of changes in the rate environment, changes in the composition of assets and
liabilities as to type and maturity (and the inherent rate differences related
thereto), and volume changes. Later sections of this discussion and analysis
address the changes in maturity composition of loans and investments, and in the
asset and liability repricing gaps associated with interest rate risk, all of
which contribute to changes in net interest margin.
The following table sets forth an analysis of volume and rate changes
in interest income and interest expense of the Company's average
interest-earning assets and average interest-bearing liabilities for the
indicated periods on a tax-equivalent basis assuming a 34% tax rate. The table
distinguishes between the changes related to average outstanding balances
(changes in volume holding the interest rate constant) and the changes related
to average interest rates (changes in average rate holding the outstanding
balance constant). The change in interest due to both volume and rate has been
allocated to volume and rate changes in proportion to the relationship of the
absolute dollar amounts of the change in each.
24
<PAGE> 27
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------
1999 COMPARED TO 1998 1998 COMPARED TO 1997
CHANGE DUE TO CHANGE DUE TO
---------------------------------- ----------------------------------
NET VOLUME RATE NET VOLUME RATE
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
INTEREST-EARNING ASSETS:
Federal funds sold $ (118) $ (91) $ (27) $ 37 $ 51 $ (14)
Securities taxable 4,736 3,484 1,252 3,475 7,108 (3,633)
Securities exempt from
federal income taxes 235 459 (224) 471 368 103
Commercial loans 1,555 2,244 (689) 1,091 1,310 (219)
Commercial real estate loans 3,283 4,065 (782) 1,051 1,526 (475)
Agricultural loans 454 598 (144) 913 949 (36)
Consumer real estate loans (145) 14 (159) 537 894 (357)
Consumer installment loans (403) (102) (303) 86 (354) 440
-------- -------- -------- -------- -------- --------
Total interest-earning
assets $ 9,597 $ 10,671 $ (1,076) $ 7,661 $ 11,852 $ (4,191)
======== ======== ======== ======== ======== ========
INTEREST-BEARING LIABILITIES:
Interest-bearing demand
deposits $ 273 $ 395 $ (122) $ 506 $ 448 $ 58
Money market demand
accounts and savings accounts 1,093 1,332 (239) 42 (111) 153
Time deposits of less
than $100,000 (1,720) 26 (1,746) 2829 3,181 (352)
Time deposits of $100,000
or more 177 409 (232) 275 504 (229)
Public funds 869 1,057 (188) (231) (228) (3)
Federal funds and repurchase
agreements 235 249 (14) (27) (17) (10)
FHLB advances 2,432 2,560 (128) 2,946 3,045 (99)
Notes payable and other
borrowings (111) (70) (41) (637) (697) 60
-------- -------- -------- -------- -------- --------
Total interest-bearing
liabilities $ 3,248 $ 5,958 $ (2,710) $ 5,703 $ 6,125 $ (422)
======== ======== ======== ======== ======== ========
Net interest $ 6,349 $ 4,713 $ 1,634 $ 1,958 $ 5,727 $ (3,769)
======== ======== ======== ======== ======== ========
</TABLE>
25
<PAGE> 28
FINANCIAL CONDITION
Loans
The Company's loan portfolio largely reflects the profile of the
communities in which it operates. The following table sets forth the composition
of the Company's loan portfolio as of the indicated dates.
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------------------------------
1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Commercial $ 187,822 $ 148,081 $ 140,815 $ 118,475 $ 107,590
Commercial real estate 300,071 229,489 212,184 180,519 144,346
Agricultural 41,745 33,231 24,065 20,079 15,875
Consumer real estate 103,681 95,604 93,338 81,007 73,336
Consumer installment 13,889 16,128 18,811 21,542 20,051
--------- --------- --------- --------- ---------
Total loans, gross 647,208 522,533 489,213 421,622 361,198
Unearned discount (753) (653) (1,114) (967) (1,559)
--------- --------- --------- --------- ---------
Total loans 646,455 521,880 488,099 420,655 359,639
Allowance for loan losses (7,567) (6,576) (6,143) (5,342) (4,603)
--------- --------- --------- --------- ---------
Net loans $ 638,888 $ 515,304 $ 481,956 $ 415,313 $ 355,036
========= ========= ========= ========= =========
Loans held for sale:(1)
Consumer real estate $ 449 $ 3,829 $ 6,627 $ 1,555 $ 1,137
========= ========= ========= ========= =========
</TABLE>
(1) Included in consumer real estate above.
Total loans increased $124.6 million to $646.5 million as of December
31, 1999 from $521.9 million as of December 31, 1998. The increase in total
loans was principally due to increased commercial, commercial real estate, and
agricultural loans.
Commercial loans increased $39.7 million to $187.8 million as of
December 31, 1999 from $148.1 million as of December 31, 1998. The increase
reflects increased demand due to a strong economy, and increased working capital
and equipment requirements both by existing borrowers and new customer
relationships.
Commercial real estate loans increased $70.6 million to $300.1 million
as of December 31, 1999 from $229.5 million as of December 31, 1998. The
increase in commercial real estate loans reflects the strong economy, continued
growth in the commercial real estate market, increased commitments with existing
borrowers and market penetration and market share growth of new banking centers.
Agricultural loans increased $8.5 million to $41.7 million as of
December 31, 1999 from $33.2 million as of December 31, 1998. The increase in
agricultural loans reflects increased market share in West Central Illinois.
Consumer real estate loans increased $8.1 million to $103.7 million as
of December 31, 1999 from $95.6 million as of December 31, 1998. The Company
originates medium-term fixed-rate and adjustable rate residential loans for its
own portfolio. Prior to its dissolution in the third quarter of 1999, most
long-term, fixed-rate residential loan requests were referred to Midwest One
Mortgage Services, Inc. for sale into the secondary market with servicing rights
released. The Banks hold a small percentage of long-term, fixed-rate consumer
real estate loans. The increase in consumer real estate loans has been limited
since 1996 due to secondary market activities and represents a decreasing
percentage of total loans. Consumer real estate loans were 16.0% and 18.3% of
total loans as of December 31, 1999 and 1998, respectively.
26
<PAGE> 29
Consumer installment loans decreased $2.2 million to $13.9 million as
of December 31, 1999 from $16.1 million as of December 31, 1998. The decreases
in 1999 was due to the runoff of other installment loans, including indirect
auto loans by Midwest Bank of Western Illinois. As of December 31, 1999 and
1998, the Company's consumer loan portfolio included $1.7 million and $2.5
million, respectively, of indirect auto loans.
Although the risk of nonpayment for any reason exists with respect to
all loans, certain other more specific risks are associated with each type of
loan. The primary risks associated with commercial loans are quality of the
borrower's management and the impact of local economic factors. Risks associated
with real estate loans include concentrations of loans in a loan type such as
commercial or residential and fluctuating land values. Consumer loans also have
risks associated with concentrations of loans in a single type of loan. Consumer
loans additionally face the risk of a borrower's unemployment as a result of
deteriorating economic conditions.
The Company attempts to balance the types of loans in its portfolio
with the objective of reducing risk. While the Company has a sizable portion of
its loan portfolio secured by real estate in one form or another, a significant
portion of those loans have fixed or adjustable or floating interest rates. The
Company believes that most credits should have both a primary and a secondary
source of repayment, and that the primary source should generally be supported
by operating cash flows, while the secondary source should generally be
disposition of collateral. The Company engages in very little unsecured lending,
and generally requires personal guarantees of principals for business
obligations. The Company practices a system of concurrence in the approval of
commercial credit whereby the documented concurrence of an officer's credit
committee (or approval by the Board or a Board committee, where applicable) is
obtained in addition to that of the recommending officer. This system is
intended to assure that commercial credit is subjected to an independent
objective review on at least two different levels.
Loan Maturities
The following table sets forth the remaining maturities, based upon
contractual dates, for selected loan categories as of December 31, 1999.
<TABLE>
<CAPTION>
1-5 YEARS OVER 5 YEARS
ONE YEAR ---------------------- ---------------------
OR LESS FIXED VARIABLE FIXED VARIABLE TOTAL
--------- --------- --------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Commercial $ 129,432 $ 22,280 $ 28,278 $ 3,125 $ 4,707 $ 187,822
Commercial real estate 114,740 115,871 48,759 9,180 11,521 300,071
Agricultural 15,552 3,721 1,716 4,678 16,078 41,745
Consumer real estate 17,887 35,679 16,878 23,050 10,187 103,681
Consumer installment 3,090 10,082 -- 717 -- 13,889
--------- --------- --------- --------- --------- ---------
Total loans, gross 280,701 187,633 95,631 40,750 42,493 647,208
Unearned discount (753) -- -- -- -- (753)
--------- --------- --------- --------- --------- ---------
Total loans $ 279,948 $ 187,633 $ 95,631 $ 40,750 $ 42,493 $ 646,455
========= ========= ========= ========= ========= =========
</TABLE>
Nonperforming Loans
The Company discontinues the accrual of interest income on all loan
types when, in the opinion of management, there is reasonable doubt as to the
timely collectibility of interest or principal. On a case-by-case basis, the
Company discontinues the accrual of interest on a loan once it becomes 90 days
past due. All accrued and uncollected interest is charged against income at the
time a loan is placed on nonaccrual status. Nonaccrual loans are returned to an
accrual status when, in the opinion of management, the financial position of the
borrower indicates that there is no longer any reasonable doubt as to the timely
payment of principal and interest. There are no potential problem loans as to
which management has serious doubts as to collectibility that are not included
in the following table.
27
<PAGE> 30
The following table sets forth information on the Company's
nonperforming loans and other nonperforming assets as of the indicated dates.
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------------------------
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Nonaccrual and impaired loans
not accruing $1,567 $2,190 $1,400 $2,375 $1,138
Impaired and other loans 90 days
past due and accruing 806 2,528 1,823 1,972 1,015
------ ------ ------ ------ ------
Total nonperforming loans 2,373 4,718 3,223 4,347 2,153
Other real estate 2,651 1,245 789 925 937
------ ------ ------ ------ ------
Total nonperforming assets $5,024 $5,963 $4,012 $5,272 $3,090
====== ====== ====== ====== ======
Total nonperforming loans to
total loans 0.37% 0.90% 0.66% 1.03% 0.60%
Total nonperforming assets to
total loans and other real estate 0.77 1.14 0.82 1.25 0.86
Total nonperforming assets to
total assets 0.40 0.56 0.44 0.67 0.47
</TABLE>
During 1999, 1998 and 1997, the Company recognized interest income on
impaired loans of $170,000, $148,000 and $208,000, respectively.
Nonperforming loans decreased $2.3 million from $4.7 million at
December 31, 1998 to $2.4 million at December 31, 1999. The decrease in
nonperforming loans was due to successful completion of specific loan workout
situations, loan charge-offs and transfers of foreclosed property collateral to
other real estate for potential sale and liquidation.
Analysis of Allowance for Loan Losses
An allowance for loan losses has been established to provide for those
loans that may not be repaid in their entirety. The allowance for loan losses is
maintained at a level considered by management to be adequate to provide for
potential loan losses. The allowance is increased by provisions charged to
earnings and is reduced by charge-offs, net of recoveries. The provision for
loan losses is based on past loan loss experience and management's evaluation of
the loan portfolio under current economic conditions. Loans are charged to the
allowance for loan losses when, and to the extent, they are deemed by management
to be uncollectible. The allowance for loan losses is composed of allocations
for specific loans and an unallocated portion for all other loans.
The following table sets forth loans charged off and recovered by type
of loan and an analysis of the allowance for loan losses for the indicated
periods.
28
<PAGE> 31
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Average total loans $583,683 $508,465 $460,532 $381,263 $329,032
======== ======== ======== ======== ========
Total loans at end of year $646,455 $521,880 $488,099 $420,655 $359,639
======== ======== ======== ======== ========
Total nonperforming and impaired loans $ 2,373 $ 4,718 $ 3,223 $ 4,347 $ 2,153
======== ======== ======== ======== ========
Allowance at beginning of year $ 6,576 $ 6,143 $ 5,342 $ 4,603 $ 3,979
Charge-offs:
Commercial loans 1,124 883 1,547 950 633
Consumer real estate loans 49 49 53 19 15
Commercial real estate 120 126 51 169 271
Agricultural loans -- -- -- -- 11
Consumer installment loans 124 110 207 160 145
-------- -------- -------- -------- --------
Total charge-offs 1,417 1,168 1,858 1,298 1,075
Recoveries:
Commercial loans 108 197 100 95 64
Consumer real estate loans 1 1 2 33 31
Commercial real estate loans 71 6 10 107 8
Agricultural loans 8 20 30 32 11
Consumer installment loans 17 51 63 52 43
-------- -------- -------- -------- --------
Total recoveries 205 275 205 319 157
-------- -------- -------- -------- --------
Net charge-offs 1,212 893 1,653 979 918
Provision for loan losses 2,203 1,326 2,454 1,718 1,542
-------- -------- -------- -------- --------
Allowance at ending of the year $ 7,567 $ 6,576 $ 6,143 $ 5,342 $ 4,603
======== ======== ======== ======== ========
Net charge-off to average total loans 0.21% 0.18% 0.36% 0.26% 0.28%
Allowance to total loans at end of year 1.17 1.26 1.26 1.27 1.28
Allowance to nonperforming loans 3.19 1.39 1.91 1.23 2.14
</TABLE>
On a quarterly basis, management of each of the Banks, and the Board of
Directors of the Company on a consolidated basis, meet to review the adequacy of
the allowance for loan losses. The Company maintains an internal loan review
function, which reviews commercial and consumer credits with the individual loan
officers and assigns a risk rating grade. In the event loan review downgrades a
loan, it is included in the allowance analysis at the lower grade. The grading
system is in compliance with the regulatory classifications, and the allowance
allocated to the loans is based upon regulatory grading, except in instances
where there are known differences (i.e., collateral value is minimal, etc.).
Once the specific portion of the allowance is calculated, management then
calculates a percentage of each loan category based upon the past five years of
loan loss history. The unallocated portion of the allowance is determined based
upon current economic conditions, trends in the portfolio, including
delinquencies and impairments, as well as changes in the composition of the
portfolio.
The provision for loan losses increased $877,000 or 66.1% to $2.2
million for the year ended December 31, 1999. The allowance for loan losses was
$7.6 million at December 31, 1999 and $6.6 million at December 31, 1998. Total
recoveries on loans previously charged off were $205,000 for the year ended
December 31, 1999 and $275,000 for the year ended December 31, 1998. These
recoveries were due primarily to payments from customers' bankruptcy proceedings
or payment plans on charged off loans, which were negotiated subsequently with
customers.
Net charge-offs increased $319,000 to $1.2 million or 0.21% of average
loans in 1999 compared to $893,000 or 0.18% of average loans in 1998. Management
considers the allowance for loan losses to be adequate to cover potential losses
in the loan portfolio as of December 31, 1999. See "--Nonperforming Loans."
29
<PAGE> 32
Allocation of Allowance for Loan Loss
During 1999, there were no significant changes in the composition of
the loan portfolio. The overall growth in the loan portfolio was consistent in
all categories with prior years, except for consumer installment loans. The
methodology used to determine the adequacy of the allowance for loan losses is
consistent with prior years and there were no reallocations.
The following table sets forth the Company's allocation of the
allowance for loan losses by types of loans as of the indicated dates.
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
---------------- ----------------- ----------------- ------------------ ----------------
LOAN LOAN LOAN LOAN LOAN
CATEGORY CATEGORY CATEGORY CATEGORY CATEGORY
TO GROSS TO GROSS TO GROSS TO GROSS TO GROSS
AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial loans $3,771 29.02% $3,294 28.34% $2,972 28.78% $3,339 28.10% $2,896 29.79%
Commercial real estate loans 1,635 46.36 1,222 43.92 1,026 43.37 247 42.81 226 39.96
Agricultural loans 637 6.45 418 6.36 331 4.92 35 4.76 35 4.40
Consumer real estate loans 194 16.02 177 18.30 56 19.08 67 19.21 55 20.30
Consumer installment loans 146 2.15 169 3.08 223 3.85 319 5.12 241 5.55
Unallocated 1,184 -- 1,296 -- 1,535 -- 1,335 -- 1,150 --
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total allowance
for loan losses $7,567 100.00% $6,576 100.00% $6,143 100.00% $5,342 100.00% $4,603 100.00%
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
</TABLE>
Securities
The Company manages its securities portfolio to provide a source of
both liquidity and earnings. Each Bank has its own asset/liability committee
which develops current investment policies based upon its operating needs and
market circumstances. The investment policy is reviewed by senior financial
management of the Company in terms of its objectives, investment guidelines and
consistency with overall Company performance and risk management goals. Each
Bank's investment policy is formally reviewed and approved annually by its Board
of Directors. The asset/liability committee of each Bank is responsible for
monthly reporting and monitoring compliance with the investment policy. Monthly
reports are provided to each Bank's Board of Directors and the Board of
Directors of the Company.
The securities portfolio represented approximately 42.4% and 45.0% of
the Company's assets as of December 31, 1999 and 1998, respectively. During the
past two years, the securities portfolio ranged between 30-50% of each Bank's
assets, depending upon liquidity requirements, deposit growth and loan demand in
each market.
The total fair value of the securities portfolio was $532.6 million as
of December 31, 1999 or 96.4% of amortized cost. The fair value of the
securities portfolio was $482.4 million and $364.6 million as of December 31,
1998 and December 31, 1997, respectively.
The following tables set forth the composition of the Company's
securities portfolio by major category as of the indicated dates. The securities
portfolio as of December 31, 1999, 1998 and 1997 has been categorized as either
available-for-sale or held-to-maturity in accordance with SFAS No. 115.
30
<PAGE> 33
<TABLE>
<CAPTION>
DECEMBER 31, 1999
---------------------------------------------------------------------------------
HELD-TO-MATURITY AVAILABLE-FOR-SALE TOTAL
--------------------- --------------------- --------------------
AMORTIZED AMORTIZED AMORTIZED % OF
COST FAIR VALUE COST FAIR VALUE COST FAIR VALUE PORTFOLIO
--------- ---------- --------- ---------- --------- ---------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury and obligations
of U. S. government agencies $ -- $ -- $ 2,000 $ 1,905 $ 2,000 $ 1,905 0.36%
Obligations of states and
political subdivisions 29,626 29,175 8,340 8,274 37,966 37,449 6.87
Mortgage-backed securities:
Pass-through securities -- -- 491,411 472,495 491,411 472,495 88.93
Collateralized mortgage
obligations -- -- 2,660 2,621 2,660 2,621 0.48
Equity securities -- -- 18,567 18,147 18,567 18,147 3.36
-------- -------- -------- -------- -------- -------- ------
Total $ 29,626 $ 29,175 $522,978 $503,442 $552,604 $532,617 100.00%
======== ======== ======== ======== ======== ======== ======
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1998
---------------------------------------------------------------------------------
HELD-TO-MATURITY AVAILABLE-FOR-SALE TOTAL
--------------------- --------------------- --------------------
AMORTIZED AMORTIZED AMORTIZED % OF
COST FAIR VALUE COST FAIR VALUE COST FAIR VALUE PORTFOLIO
--------- ---------- --------- ---------- --------- ---------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury and obligations
of U.S. government agencies $ -- $ -- $ 2,000 $ 1,870 $ 2,000 $ 1,870 0.41%
Obligations of states and
political subdivisions 23,598 24,034 6,911 7,004 30,509 31,038 6.32
Mortgage-backed securities:
Pass-through securities -- -- 432,940 432,301 432,940 432,301 89.68
Collateralized mortgage
obligations -- -- 5,811 5,785 5,811 5,785 1.20
Equity securities -- -- 11,523 11,371 11,523 11,371 2.39
-------- -------- -------- -------- -------- -------- ------
Total $ 23,598 $ 24,034 $459,185 $458,331 $482,783 $482,365 100.00%
======== ======== ======== ======== ======== ======== ======
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1997
---------------------------------------------------------------------------------
HELD-TO-MATURITY AVAILABLE-FOR-SALE TOTAL
--------------------- --------------------- --------------------
AMORTIZED AMORTIZED AMORTIZED % OF
COST FAIR VALUE COST FAIR VALUE COST FAIR VALUE PORTFOLIO
--------- ---------- --------- ---------- --------- ---------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury and obligations
of U. S. government agencies $ -- $ -- $ 6,499 $ 6,254 $ 6,499 $ 6,254 1.82%
Obligations of states and
political subdivisions 16,233 16,480 7,555 7,596 23,788 24,076 6.64
Mortgage-backed securities:
Pass-through securities -- -- 313,152 314,580 313,152 313,580 87.41
Collateralized mortgage
obligations -- -- 7,558 7,379 7,558 7,379 2.11
Equity securities -- -- 7,245 7,306 7,245 7,306 2.02
-------- -------- -------- -------- -------- -------- ------
Total $ 16,233 $ 16,480 $342,009 $343,115 $358,242 $359,595 100.00%
======== ======== ======== ======== ======== ======== ======
</TABLE>
As of December 31, 1999, the Company did not hold any off-balance sheet
derivative financial instruments such as futures, forwards, or swaps. The total
amount of options outstanding at any one time during 1999 and 1998 did not
exceed $20 million, and represented less than 2.0% of total assets of the
Company.
31
<PAGE> 34
As of December 31, 1999, the Company held no securities with a book
value exceeding 10% of stockholders' equity of a single issuer other than the
U.S. Treasury or other U.S. government agencies.
The Company's securities portfolio on an amortized cost basis increased
$69.8 million or 14.5% in 1999 compared to 1998. The growth in the securities
portfolio amortized cost was $124.5 million and $48.9 million for 1998 and 1997,
respectively. The growth was attributed to the generation of new deposits and
additional borrowings in excess of the loan funding and operational requirements
of the Banks.
The securities portfolio consists primarily of agency-guaranteed,
mortgage-backed securities. Mortgage-backed securities represented 88.9%, 89.7%,
and 87.4% of total securities as of December 31, 1999, 1998, and 1997,
respectively. Based upon the Company's evaluation, mortgage-backed securities
are a superior investment vehicle for the Banks. Mortgage-backed securities also
offer the best combination of yield and liquidity within the Company's planning
periods. Mortgage-backed securities offer attractive yields, provide monthly
cash flows, serve as acceptable collateral and have most of the liquidity
characteristics of U.S. Treasury notes and bonds.
The Banks' investment strategy during the past two years have been
focused on seasoned and new production mortgage-backed securities of moderate
average lives (5-8 years) which have been purchased at discounts, at par, and at
a premium to par. Historically, management believes these securities are
reasonably predictable in terms of price volatility, prepayment speeds and
monthly cash flows. The sharp decrease in long-term investment yields, and as a
consequence lower mortgage rates, led to a significant increase in prepayment
speeds in 1998. As a result, management repositioned the securities portfolio to
reduce the overall impact on yields and improve longer-term profitability. The
portfolio is still composed primarily of mortgage-backed securities, but a
significant portion of mortgage-backed securities held in 1997 was replaced in
1998 and 1999.
Collateralized mortgage obligations have been a decreasing percentage
of the total portfolio during the past three years. Collateralized
mortgage-backed securities were $2.6 million or 0.48% of the total portfolio as
of December 31, 1999. Collateralized mortgage obligations were $5.8 million and
$7.6 million as of December 31, 1998 and 1997, respectively, and represented
1.2% and 2.1% of the total securities portfolio as of December 31, 1998 and
1997, respectively. Management's decision to reduce collateralized
mortgage-backed obligations was consistent with overall regulatory concerns
regarding this type of investment for community banks.
All fixed and adjustable rate mortgage pools and collateralized
mortgage obligations contain a certain amount of risk related to the uncertainty
of prepayments of the underlying mortgages. Interest rate changes have a direct
impact upon prepayment rates. The Company uses computer simulation models to
test the average life and yield volatility of adjustable rate mortgage pools and
collateralized mortgage obligations under various interest rate assumptions to
monitor volatility. Stress tests are performed quarterly.
Investment Maturities and Yields
The following tables set forth the contractual or estimated maturities
of securities as of December 31, 1999, and the weighted average yields of such
securities on a tax-equivalent basis assuming a 34% tax rate. The table assumes
estimated fair values for available for sale securities and amortized cost for
held-to-maturity securities:
32
<PAGE> 35
<TABLE>
<CAPTION>
MATURING
---------------------------------------------------------------------------------------------
AFTER ONE BUT AFTER FIVE BUT
WITHIN ONE YEAR WITHIN FIVE YEARS WITHIN TEN YEARS AFTER TEN YEARS TOTAL
AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Available-for-Sale Securities:
U.S. Treasury and
obligations of U. S.
government agencies $ 980 2.68% $ 925 3.79% $ -- -- $ -- -- $ 1,905 3.22%
Obligations of states and
political subdivisions 3,034 4.73 2,838 4.77 2,207 5.34% 195 4.92% 8,274 4.91
Mortgage-backed securities:
Pass-through securities -- -- 236,531 7.70 75,184 7.51 160,780 7.36 472,495 7.55
Collateralized mortgage
obligations -- -- 2,621 6.67 -- -- -- -- 2,621 6.67
Equity securities -- -- -- -- -- 18,147 4.56 18,147 4.56
------ -------- ------- -------- --------
Total $4,014 4.23 $242,915 7.64 $77,391 7.45 $179,122 7.08 $503,442 7.38
====== ======== ======= ======== ========
Held-to-Maturity Securities:
Obligations of states and
political subdivisions $4,827 5.28 $ 15,267 4.94 $ 9,282 4.89 $ 250 4.90 $ 29,626 4.98
====== ======== ======= ======== ========
</TABLE>
Deposits
The Company has experienced significant growth in total deposits in
recent years. Total deposits were $971.0 million at December 31, 1999, $869.2
million at December 31, 1998 and $794.4 million at December 31, 1997. Average
total deposits were $925.3 million for the year ended December 31, 1999, $834.6
million for the year ended December 31, 1998 and $753.0 million for the year
ended December 31, 1997. These increases in deposits are the result of increased
marketing activity in the last three years in connection with the opening of new
banking centers in Algonquin, Northwest Chicago, Downers Grove, Galesburg,
Island Lake, and McHenry, the acquisition of the Aledo banking center, as well
as normal growth in the Banks' core market areas.
The following table sets forth the average amount of and the average
rate paid on deposits by category for the indicated periods.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------
1999 1998 1997
-------------------------- -------------------------- ---------------------------
PERCENT PERCENT PERCENT
AVERAGE OF AVERAGE OF AVERAGE OF
BALANCE DEPOSITS RATE BALANCE DEPOSITS RATE BALANCE DEPOSITS RATE
------- -------- ---- ------- -------- ---- ------- -------- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Noninterest-bearing
demand deposits $112,417 12.15 -- $100,757 12.07% -- $ 90,455 12.01% --
Interest-bearing
demand deposits 97,823 10.57% 2.95% 84,591 10.14 3.09% 70,047 9.30 3.01%
Savings and money
market accounts 232,308 25.11 3.69 196,417 23.54 3.81 199,364 26.48 3.73
Time Deposits:
Certificates of deposit,
under $100,000(1) 371,160 40.11 5.31 370,718 44.42 5.78 315,763 41.93 5.89
Certificates of deposit,
over $100,000(1) 64,369 6.97 5.14 56,614 6.78 5.53 47,714 6.34 5.99
Public funds 47,208 5.09 4.78 25,488 3.05 5.45 29,667 3.94 5.46
-------- ------ -------- ------ -------- ------
Total time
deposits 482,737 52.17 5.23 452,820 54.26 5.72 393,144 52.21 5.87
-------- ------ -------- ------ -------- ------
Total deposits $925,285 100.00% 3.97 $ 834 100.00% 4.32 $753,010 100.00% 4.33
======== ====== ======== ====== ======== ======
</TABLE>
(1) Certificates of deposit exclusive of public funds
33
<PAGE> 36
The following table summarizes the maturity distribution of
certificates of deposit in amounts of $100,000 or more as of December 31, 1999.
These deposits have been made by individuals, businesses and public and other
not-for-profit entities, most of which are located within the Company's market
area.
<TABLE>
<CAPTION>
(IN THOUSANDS)
-------------
<S> <C>
Three months or less $ 61,966
Over three months through twelve months 74,546
Over one year through three years 7,191
Over three years 541
--------
Total $144,244
========
</TABLE>
Borrowings
The following table summarizes the Company's borrowings.
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------
1999 1998 1997
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Federal funds purchased and securities sold under
agreements to repurchase $ 18,925 $ 10,469 $ 12,992
Lines of credit 7,500 6,500 16,350
Mortgage payable and other 150 300 225
FHLB advances 169,500 101,000 26,000
-------- -------- --------
Total $196,075 $118,269 $ 55,567
======== ======== ========
</TABLE>
The Company uses short-term borrowings on a limited basis. These
borrowings include overnight funds purchased, securities sold under agreements
to repurchase, FHLB advances and commercial bank lines of credit. The following
table sets forth categories of short-term borrowings of the Company as of the
indicated dates or for the indicated periods.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1999 1998 1997
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Federal funds purchased and securities sold under
repurchase agreements:
Balance at end of year $ 18,925 $ 10,469 $ 12,992
Weighted average interest rate at end of year 5.83% 5.21% 6.14%
Maximum amount outstanding (1) $ 32,671 $ 13,326 $ 24,524
Average amount outstanding 12,167 7,522 7,821
Weighted average interest rate during year 5.35% 5.53% 5.66%
</TABLE>
(1) Based on amount outstanding at month end during each year.
34
<PAGE> 37
The Banks became members of the FHLB of Chicago during 1996. Membership
requirements include common stock ownership in the FHLB. The Banks have FHLB
advances outstanding due at various times through 2009. These advances are used
as a supplemental source of funds. At December 31, 1999, $162 million of these
advances had call provisions. The following table sets forth categories of FHLB
advances of the Company as of the indicated dates or for the indicated periods.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1999 1998 1997
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
FHLB advances:
Balance at end of year $169,500 $101,000 $ 26,000
Weighted average interest rate at end of year 5.22% 5.03% .63%
Maximum amount outstanding (1) $172,000 $101,000 $ 26,000
Average amount outstanding 126,444 76,424 18,836
Weighted average interest rate during year 5.11% 5.27% 5.76%
</TABLE>
(1) Based on amount outstanding at month end during each year.
The following table sets forth categories of short-term or revolving
line of credit correspondent bank borrowings of the Company as of the indicated
dates or for the indicated periods.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1999 1998 1997
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Lines of Credit:
Balance at end of year $ 7,500 $ 6,500 $ 16,350
Weighted average interest rate at end of year 6.85% 5.97% 6.90%
Maximum amount outstanding (1) $ 7,500 $ 16,350 $ 17,275
Average amount outstanding 5,671 6,877 16,040
Weighted average interest rate during year 7.09% 7.29% 6.90%
</TABLE>
(1) Based on amount outstanding at month end during each year.
The Company entered into a credit agreement with a correspondent bank
on January 30, 1998 (the "Credit Agreement"), which provides for borrowings by
the Company and formerly by Midwest One Mortgage Services, Inc. Under the Credit
Agreement, the Company has a revolving line of credit that provides for a
maximum outstanding principal amount of $25.0 million, of which $5 million could
be used by Midwest One Mortgage Services, Inc. for working capital needs. The $5
million portion of the line of credit available to Midwest One Mortgage
Services, Inc. was cancelled upon the subsidiary's dissolution in September,
1999 and the full amount of the $25 million revolving line of credit is now
available to the Company. The original maturity of the revolving line of credit
was January 31, 2000. On January 17, 2000, this revolving line of credit was
extended until January 31, 2002 by an amendment to the existing agreement.
Amounts outstanding under the Company's revolving line of credit
represent borrowings incurred to provide capital contributions to the Banks to
support their growth. The Company makes interest payments, at its option, at the
30-, 60-, 90-, or 180-day London Inter-Bank Offered Rate ("LIBOR") plus 95 basis
points or the prime rate less 25 basis points. The principal balance under the
line was $7.5 million as of December 31, 1999 with $4.5 million maturing in
January 2000 and $3.0 million maturing in February 2000.
The Company has a mortgage outstanding in the principal amount of
$75,000 as of December 31, 1999. The final principal payment of $75,000 is due
August 31, 2000. The Company issued a noninterest-bearing note payable to
acquire the Porter Insurance Agency, Inc. The final $75,000 principal payment on
such note is due on October 31, 2000.
35
<PAGE> 38
CAPITAL RESOURCES
The Company monitors compliance with bank and bank-holding company
regulatory capital requirements, focusing primarily on risk-based capital
guidelines. Under the risk-based capital method of capital measurement, the
ratio computed is dependent upon the amount and composition of assets recorded
on the balance sheet, and the amount and composition of off-balance sheet items,
in addition to the level of capital. Included in the risk-based capital method
are two measures of capital adequacy, Tier 1, or core, capital, and Total
capital, which consists of Tier 1 plus Tier 2 capital. See
"Business--Supervision and Regulation--Bank Holding Company Regulation" for
definitions of Tier 1 and Tier 2 capital.
The following tables set forth the Company's capital ratios as of the
indicated dates.
<TABLE>
<CAPTION>
RISK-BASED CAPITAL RATIOS
DECEMBER 31,
-------------------------------------------------------------------
1999 1998 1997
-------------------- -------------------- -------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
-------- ------ -------- ------ -------- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Tier 1 capital to
risk-weighted assets $ 77,263 11.11% $ 75,541 13.47% $ 49,842 9.60%
Tier 1 capital
minimum requirement 27,821 4.00 22,565 4.00 20,781 4.00
Total capital to
risk-weighted assets 84,829 12.20 82,573 14.64 55,980 10.78
Total capital minimum
requirements 55,643 8.00 45,129 8.00 41,562 8.00
Total risk-
weighted assets 695,532 564,113 519,187
</TABLE>
LIQUIDITY
The Company manages its liquidity position with the objective of
maintaining sufficient funds to respond to the needs of depositors and borrowers
and to take advantage of earnings enhancement opportunities. In addition to the
normal inflow of funds from core-deposit growth, together with repayments and
maturities of loans and securities, the Company utilizes other short-term
funding sources such as securities sold under agreements to repurchase,
overnight funds purchased from correspondent banks and the acceptance of
short-term deposits from public entities. In the third quarter of 1996, the
Banks received approval for membership in the Federal Home Loan Bank ("FHLB"),
which provides an additional source of liquidity. The Banks have used the FHLB
extensively during 1997, 1998, and 1999. Assuming collateral is available to
secure loans, the Banks can borrow up to 35% of assets with the Federal Home
Loan Bank which provided an additional $260.3 million in unused capacity at
December 31, 1999.
The Banks also have various funding arrangements with commercial and
investment banks providing up to $441.5 million of available funding sources in
the form of Federal funds lines, repurchase agreements and brokered certificate
of deposit programs. Unused capacity under these lines was $429.3 million at
December 31, 1999. The Banks maintain these funding arrangements to achieve
favorable costs of funds, manage interest rate risk and to enhance liquidity in
the event of deposit withdrawals.
The Company monitors and manages its position on several bases, which
vary depending upon the time period. As the time period is expanded, other data
is factored in, including estimated loan funding requirements, estimated loan
payoffs, securities portfolio maturities or calls, and anticipated depository
buildups or runoffs.
36
<PAGE> 39
The Company classifies the majority of its securities as
available-for-sale, thereby maintaining significant liquidity. The Company's
liquidity position is further enhanced by structuring the majority of its loan
portfolio interest payments as monthly, and also by the significant
representation of retail credit and residential mortgage loans in the Company's
loan portfolio.
The Company's cash flows are composed of three classifications: cash
flows from operating activities, cash flows from investing activities, and cash
flows from financing activities. Net cash provided by operating activities,
consisting primarily of earnings, was $21.5 million, $20.8 million, and $3.9
million for the years ended December 31, 1999, 1998, and 1997, respectively. A
significant component in the fluctuation of net cash provided by or used in
operating activities is the timing of the proceeds from real estate loans held
for sale to permanent investors. Net cash used in investing activities,
consisting primarily of loan and investment funding, was $179.4 million, $168.6
million, and $115.4 million for the years ended December 31, 1999, 1998, and
1997, respectively. Net cash provided by financing activities, consisting
principally of deposit growth and net bank borrowings, was $153.8 million,
$153.6 million, and $110.7 million for the years ended December 31, 1999, 1998,
and 1997, respectively.
ASSET/LIABILITY MANAGEMENT
The business of the Company and the composition of its balance sheet
consists of investment in interest-earning assets (primarily loans,
mortgage-backed securities and other securities) which are primarily funded by
interest-bearing liabilities (deposits and borrowings). All of the financial
instruments of the Company as of December 31, 1999 were for other than trading
purposes. Such financial instruments have varying levels of sensitivity to
changes in market rates of interest. The Company's net interest income is
dependent on the amounts of and yields on its interest-earning assets as
compared to the amounts of and rates on its interest-bearing liabilities. Net
interest income is therefore sensitive to changes in market rates of interest.
The Company's asset/liability management strategy is to maximize net
interest income while limiting exposure to risks associated with a volatile
interest rate environment. This strategy is implemented by the Company's ongoing
analysis and management of its interest rate risk. A principal function of
asset/liability management is to coordinate the levels of interest-sensitive
assets and liabilities to minimize net interest income fluctuations in times of
fluctuating market interest rates.
Interest rate risk results when the maturity or repricing intervals and
interest rate indices of the interest-earning assets, interest-bearing
liabilities and off-balance sheet financial instruments are different, thus
creating a risk that will result in disproportionate changes in the value of,
and the net earnings generated from, the Company's interest-earning assets,
interest-bearing liabilities and off-balance sheet financial instruments. The
Company's exposure to interest rate risk is managed primarily through the
Company's strategy of selecting the types and terms of interest-earning assets
and interest-bearing liabilities which generate favorable earnings, while
limiting the potential negative effects of changes in market interest rates.
Because the Company's primary source of interest-bearing liabilities is customer
deposits, the Company's ability to manage the types and terms of such deposits
may be somewhat limited by customer maturity preferences in the market areas in
which the Company operates. Borrowings, which include FHLB advances, short-term
borrowings and long-term borrowings, are generally structured with specific
terms which, in management's judgment, when aggregated with the terms for
outstanding deposits and matched with interest-earning assets, reduce the
Company's exposure to interest rate risk. The rates, terms and interest rate
indices of the Company's interest-earning assets result primarily from the
Company's strategy of investing in securities and loans (a substantial portion
of which have adjustable rate terms). This permits the Company to limit its
exposure to interest rate risk, together with credit risk, while at the same
time achieving a positive interest rate spread from the difference between the
income earned on interest-earning assets and the cost of interest-bearing
liabilities.
Management uses a duration model for each Bank's internal
asset/liability management. The model uses cash flows and repricing information
from loans and certificate of deposits, plus repricing assumptions on products
without specific repricing dates (e.g., savings and interest-bearing demand
deposits), to calculate the durations of each Bank's assets and liabilities.
Securities are stress tested, and the theoretical changes in cash flow are key
elements of the Company's model. The model also projects the effect on the
Company's earnings and theoretical value for a change in interest rates. The
model computes the duration of each Bank's rate sensitive assets and
liabilities, a theoretical market value of each Bank and the effects of rate
changes on each Bank's earnings and
37
<PAGE> 40
market value. The Banks' exposure to interest rates is reviewed on a monthly
basis by senior management and the Board of Directors.
Each Bank also maintains specific interest rate risk management policy
limits. Based upon simulation modeling, these guidelines include a +/- 20%
change in net interest income upon an immediate or gradual 200 basis point
change in interest rates.
EFFECTS OF INFLATION
Inflation can have a significant effect on the operating results of all
industries. However, management believes that inflationary factors are not as
critical to the banking industry as they are to other industries, due to the
high concentration of relatively short-duration monetary assets in the banking
industry. Inflation does, however, have some impact on the Company's growth,
earnings and total assets and on its need to closely monitor its equity capital
levels. Management does not expect inflation to be a significant factor in 2000.
Interest rates are significantly affected by inflation, but it is
difficult to assess the impact, since neither the timing nor the magnitude of
the changes in the various inflation indices coincide with changes in interest
rates. Inflation does impact the economic value of longer term, interest-earning
assets and interest-bearing liabilities, but the Company attempts to limit its
long-term assets and liabilities, as indicated in the tables set forth under
"--Financial Condition" and "--Asset/Liability Management."
IMPACT OF NEW ACCOUNTING STANDARDS
Beginning January 1, 2001, Statement on Financial Accounting Standards
No. 133 (the "Statement") on derivatives will require all derivatives to be
recorded at fair value in the balance sheet. Unless designated as hedges,
changes in these fair values will be recorded in the income statement. Fair
value changes involving hedges will generally be recorded by offsetting gains
and losses on the hedge and on the hedged item, even if the fair value of the
hedged item is not otherwise recorded. Since the Company has no significant
derivative instruments or hedging activities, adoption of the Statement is not
expected to have a material effect on the Company's financial statements, but
the effect will depend on derivative holdings when this standard applies.
YEAR 2000 COMPLIANCE
The Company tested its critical systems in connection with the Year
2000 date change. No significant problems were encountered during the testing
phase. The Company also developed a contingency plan to address potential
problems arising with the Year 2000 date change.
The century date change has not affected any of the Company's critical
or noncritical systems. The Company did not experience any significant
disruption in operations as a result of Year 2000. While the Company is not
aware of any Year 2000 issues affecting it at this time and none are expected,
there can be no assurance that problems, not yet apparent to the Company, its
vendors, or its customers will not arise as the year progresses. If potential
problems were to arise, they could have a material adverse affect on the Company
and result in unexpected costs.
Total expenditures on the Year 2000 project through December 31, 1999
were approximately $320,000, which is consistent with the amount management
estimated for the project. Expenditures were primarily related to repair or
replacement of specific software and hardware, expenses associated with
facilities, products and supplier reviews, customer disclosure, marketing
expenses, and project management expenses. The cost does not include internal
salary and employee benefit costs for individuals that had responsibilities or
were involved with the Year 2000 project. Unless undetected problems arise,
management does not anticipate any additional expenditures in the future.
38
<PAGE> 41
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's overall interest rate sensitivity is demonstrated by net
interest income analysis and "Gap" analysis. Net interest income analysis
measures the change in net interest income in the event of hypothetical changes
in interest rates. This analysis assesses the risk of change in net interest
income in the event of sudden and sustained 1.0% and 2.0% increases and
decreases in market interest rates. The tables below present the Company's
projected changes in net interest income for the various rate shock levels at
December 31, 1999 and 1998, respectively.
<TABLE>
<CAPTION>
1999 NET INTEREST INCOME
-------------------------------
AMOUNT CHANGE CHANGE
------ ------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
+200 bp $40,291 $(1,689) (4.02)%
+100 bp 41,498 (482) (1.15)
Base 41,980 -- --
- -100 bp 42,703 723 1.72
- -200 bp 43,098 1,118 2.66
</TABLE>
<TABLE>
<CAPTION>
1998 NET INTEREST INCOME
-------------------------------
AMOUNT CHANGE CHANGE
------ ------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
+200 bp $34,204 $ (501) (1.44)%
+100 bp 34,737 32 0.09
Base 34,705 -- --
- -100 bp 34,855 150 0.43
- -200 bp 35,027 322 0.93
</TABLE>
As shown above, at December 31, 1999, the effect of an immediate 200
basis point increase in interest rates would decrease the Company's net interest
income by 4.02% or approximately $1.7 million. The effect of an immediate 200
basis point decrease in rates would increase the Company's net interest income
by 2.66% or approximately $1.1 million. Overall net interest income sensitivity
has increased slightly from 1998 to 1999, but remains within Company and
recommended regulatory guidelines.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See "Index to Consolidated Financial Statements" on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
39
<PAGE> 42
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding directors of the Registrant is included in the
Registrant's Proxy Statement under the heading "Election of Directors" and the
information included therein is incorporated herein by reference. Information
regarding the executive officers of the Registrant is included in "Part I.
Business".
ITEM 11. EXECUTIVE COMPENSATION
Information regarding compensation of executive officers and directors
is included in the Registrant's Proxy Statement under the headings "Directors'
Compensation," "Executive Compensation," "Employment Agreements," "1996 Stock
Option Plan," "401(k) Plan" and "Compensation Committee Interlocks and Insider
Participation" and the information included therein is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding security ownership of certain beneficial owners
and management is included in the Registrant's Proxy Statement under the
headings "Voting Securities" and "Security Ownership of Certain Beneficial
Owners" and the information included therein is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions is
included in the Registrant's Proxy Statement under the heading "Transactions
with Certain Related Persons" and the information included therein is
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) INDEX TO FINANCIAL STATEMENTS
The consolidated financial statements of the Registrant and its
subsidiaries as required by Item 8 are filed as a part of this document. See
"Index to Consolidated Financial Statements" on page F-1.
(a)(2) FINANCIAL STATEMENT SCHEDULES
All financial statement schedules as required by Item 8 and Item 14 of
Form 10-K have been omitted because the information requested is either not
applicable or has been included in the consolidated financial statements or
notes thereto.
(a)(3) EXHIBITS
The following exhibits are either filed as part of this report or are
incorporated herein by reference:
3.1 Restated Certificate of Incorporation, as amended
(incorporated by reference to Registrant's Registration
Statement on Form S-1, Registration No. 333-42827).
3.2 Restated By-laws, as amended (incorporated by reference to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998, File No. 0-29598).
4.1 Specimen Common Stock Certificate (incorporated by reference
to Registrant's Registration Statement on Form S-1,
Registration No. 333-42827).
40
<PAGE> 43
10.1 $18.0 million Revolving Loan Agreement dated as of May 1,
1995, between the Company and LaSalle National Bank, as
amended (incorporated by reference to Registrant's
Registration Statement on Form S-1, Registration No.
333-42827).
10.2 $4.0 million Revolving Loan Agreement dated as of May 1, 1995,
between Midwest One Mortgage Services, Inc. and LaSalle
National Bank (incorporated by reference to Registrant's
Registration Statement on Form S-1, Registration No.
333-42827).
*10.3 Midwest Banc Holdings, Inc. 1996 Stock Option Plan
(incorporated by reference to Registrant's Registration
Statement on Form S-1, Registration No. 333-42827).
*10.4 Amendment to the Midwest Banc Holdings, Inc. 1996 Stock Option
Plan (incorporated by reference to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1998, File No.
0-29598).
*10.5 Form of Transitional Employment Agreements (incorporated by
reference to Registrant's Registration Statement on Form S-1,
Registration No. 333-42827).
10.6 Lease dated as of December 24, 1958, between Western National
Bank of Cicero and Midwest Bank and Trust Company, as amended
(incorporated by reference to Registrant's Registration
Statement on Form S-1, Registration No. 333-42827).
10.7 Britannica Centre Lease dated as of May 1, 1994, between
Chicago Title and Trust Company, as Trustee under Trust
Agreement dated November 2, 1977, and known as Trust No.
1070932, and Midwest Bank & Trust Company (incorporated by
reference to Registrant's Registration Statement on Form S-1,
Registration No. 333-42827).
10.8 Lease dated as of March 20, 1996, between Grove Lodge No. 824
Ancient Free and Accepted Masons and Midwest Bank of Hinsdale
(incorporated by reference to Registrant's Registration
Statement on Form S-1, Registration No. 333-42827).
10.9 Office Lease undated between Grove Lodge No. 824 Ancient Free
and Accepted masons and Midwest Bank of Hinsdale (incorporated
by reference to Registrant's Registration Statement on Form
S-1, Registration No. 333-42827).
10.10 Credit Agreement as of January 30,1998, between the Company,
Midwest One Mortgage Services, Inc. and Harris Trust & Savings
Bank (incorporated by reference to Registrant's Registration
Statement on Form S-1, Registration No. 333-42827).
10.11 First Amendment to Credit Agreement dated as of September 28,
1998 between the Company, Midwest One Mortgage Services, Inc.
and Harris Trust and Savings Bank.
10.12 Second Amendment to Credit Agreement dated as of
January 7, 1999 between the Company, Midwest One Mortgage
Services, Inc. and Harris Trust and Savings Bank.
10.13 Third Amendment and Waiver to Credit Agreement dated as of
January 17, 2000 between the Company and Harris Trust and
Savings Bank.
21.1 Subsidiaries.
23.1 Consent of Crowe, Chizek and Company LLP.
24.1 Power of Attorney (included on signature page).
27.1 Financial Data Schedule.
(b) REPORTS ON FORM 8-K
None.
- ---------------
* Indicates management contracts on compensatory plans or arrangements required
to be filed as an exhibit.
41
<PAGE> 44
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
MIDWEST BANC HOLDINGS, INC.
Date: March 29, 2000 BY: /s/ Robert L. Woods
----------------------------
Robert L. Woods
President and Chief Executive Officer
Each person whose signature appears below constitutes and appoints
Robert L. Woods and Edward H. Sibbald his true and law attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Annual Report on Form 10-K, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in order to effectuate
such registration process, as fully for all intents and purposes as he might or
could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or his substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1933,
this report has been signed below by the following persons on behalf in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ E.V. Silveri
- ---------------------
E.V. Silveri Chairman of the Board, Director March 29, 2000
/s/ Robert L. Woods
- ---------------------
Robert L. Woods President, Chief Executive Officer, and Director March 29, 2000
/s/ Angelo A. DiPaolo
- ---------------------
Angelo A. DiPaolo Director March 29, 2000
/s/ Daniel Nagle
- ---------------------
Daniel Nagle Director March 29, 2000
/s/ Joseph Rizza
- ---------------------
Joseph Rizza Director March 29, 2000
/s/ LeRoy Rosasco
- ---------------------
LeRoy Rosasco Director March 29, 2000
/s/ Robert D. Small
- ---------------------
Robert D. Small Director March 29, 2000
/s/ Leon Wolin
- ---------------------
Leon Wolin Director March 29, 2000
/s/ Edward H. Sibbald
- ---------------------
Edward H. Sibbald Senior Vice President and Chief Financial Officer March 29, 2000
/s/ Daniel R. Kadolph
- ---------------------
Daniel R. Kadolph Vice President, Comptroller, and Treasurer March 29, 2000
</TABLE>
42
<PAGE> 45
MIDWEST HOLDINGS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Crowe, Chizek and Company LLP, Independent Auditors F-2
Consolidated Balance Sheets as of December 31, 1999 and 1998 F-3
Consolidated Statements of Income for the years ended
December 31, 1999, 1998, and 1997 F-4
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1999, 1998, and 1997 F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998, and 1997 F-6
Notes to Consolidated Financial Statements F-7
</TABLE>
F-1
<PAGE> 46
REPORT OF INDEPENDENT AUDITORS
To the Stockholders and Board of Directors
Midwest Banc Holdings, Inc.
We have audited the accompanying consolidated balance sheets of Midwest Banc
Holdings, Inc. as of December 31, 1999 and 1998 and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the three
years in the period ended December 31, 1999. These financial statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Midwest Banc
Holdings, Inc. at December 31, 1999 and 1998 and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1999, in conformity with generally accepted accounting principles.
Crowe, Chizek and Company LLP
Oak Brook, Illinois
January 15, 2000
F-2
<PAGE> 47
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
December 31 (in thousands, except Share and per share data) 1999 1998
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents ................................................... $ 36,151 $ 40,253
Securities available-for-sale ............................................... 503,442 458,331
Securities held-to-maturity (fair value: 1999 - $29,175; 1998 - $24,034) .... 29,626 23,598
Loans ....................................................................... 646,455 521,880
Allowance for loan losses ................................................... (7,567) (6,576)
---------- ----------
Net loans ................................................................ 638,888 515,304
Premises and equipment, net ................................................. 21,668 17,597
Other real estate ........................................................... 2,651 1,245
Goodwill .................................................................... 4,426 2,610
Other assets ................................................................ 19,610 12,376
---------- ----------
Total assets ............................................................. $ 1,256,462 $ 1,071,314
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits
Non-interest-bearing ................................................... $ 118,553 $ 114,566
Interest-bearing ....................................................... 852,401 754,586
---------- ----------
Total deposits ....................................................... 970,954 869,152
Securities sold under agreements to repurchase and federal
funds purchased ........................................................ 18,925 10,469
Advances from the Federal Home Loan Bank ................................. 169,500 101,000
Notes payable and other borrowings ....................................... 7,650 6,800
Other liabilities ........................................................ 21,739 6,264
---------- ----------
Total liabilities ...................................................... 1,188,768 993,685
Stockholders' equity
Preferred stock .......................................................... -- --
Common stock ............................................................. 114 114
Surplus .................................................................. 29,704 29,704
Retained earnings ........................................................ 56,848 48,795
Accumulated other comprehensive loss ..................................... (11,942) (522)
Treasury stock, at cost (494,346 and 100,000 shares) ..................... (7,030) (462)
---------- ----------
Total stockholders' equity ............................................. 67,694 77,629
---------- ----------
Total liabilities and stockholders' equity ............................. $ 1,256,462 $ 1,071,314
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE> 48
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31 (in thousands, except per share data) 1999 1998 1997
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest income
Loans ............................................. $52,272 $47,725 $44,048
Securities
Taxable ......................................... 29,957 25,098 21,719
Exempt from federal income taxes ................ 1,508 1,353 1,042
Trading account securities ........................ 46 170 73
Federal funds sold and other short-term investments 363 481 444
------- ------- -------
Total interest income ........................... 84,146 74,827 67,326
Interest expense
Deposits .......................................... 36,730 36,038 32,617
Advances from the Federal Home Loan Bank .......... 6,463 4,031 1,085
Notes payable and other borrowings ................ 1,069 945 1,609
------- ------- -------
Total interest expense ........................ 44,262 41,014 35,311
------- ------- -------
NET INTEREST INCOME .................................. 39,884 33,813 32,015
Provision for loan losses ............................ 2,203 1,326 2,454
------- ------- -------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES .. 37,681 32,487 29,561
Other income
Service charges on deposit accounts ............... 3,309 3,051 2,782
Net gains on securities transactions .............. 299 1,111 729
Net trading account profits ....................... 160 24 159
Mortgage loan origination fees .................... 693 1,058 564
Insurance and brokerage commissions ............... 585 231 124
Trust income ...................................... 670 675 579
Other income ...................................... 1,018 637 626
------- ------- -------
Total other income .............................. 6,734 6,787 5,563
Other expenses
Salaries and employee benefits .................... 14,788 13,301 12,213
Occupancy and equipment expense ................... 4,381 3,761 3,288
Professional services ............................. 1,674 1,220 1,124
Marketing ......................................... 928 791 721
Other expenses .................................... 4,003 3,822 3,730
------- ------- -------
Total other expenses ............................ 25,774 22,895 21,076
------- ------- -------
INCOME BEFORE INCOME TAXES ........................... 18,641 16,379 14,048
Provision for income taxes ........................... 6,750 5,974 5,537
------- ------- -------
NET INCOME ........................................... $11,891 $10,405 $ 8,511
======= ======= =======
Basic earnings per share ............................. $ 1.08 $ .94 $ .85
======= ======= =======
Diluted earnings per share ........................... $ 1.07 $ .94 $ .85
======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE> 49
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Accumulated
Other Total
Common Retained Comprehensive Treasury Stockholders'
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) Stock Surplus Earnings Income (Loss) Stock Equity
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1997 $ 3,437 $ 10,489 $ 34,932 $ (1,377) $(4,519) $ 42,962
Cash dividends declared ($.055 per share) - - (551) - - (551)
Recapitalization (3,327) 3,327 - - - -
Purchase 226,212 shares of treasury stock - - - - (2,062) (2,062)
Sale of 224,740 shares of treasury stock - 18 - - 2,030 2,048
Retirement of 885,608 shares of common
stock held in treasury (9) (1,214) (2,866) - 4,089 -
Comprehensive income
Net income - - 8,511 - - 8,511
Net increase in fair value of securities
classified as available-for-sale, net of
income taxes and reclassification
adjustments - - - 2,052 - 2,052
--------
Total comprehensive income 10,563
------- -------- ------- -------- ------- --------
Balance, December 31, 1997 101 12,620 40,026 675 (462) 52,960
Cash dividends declared ($.145 per share) - - (1,636) - - (1,636)
Issuance of 1,265,000 shares of common stock 13 17,084 - - - 17,097
Comprehensive income
Net income - - 10,405 - - 10,405
Net decrease in fair value of securities
classified as available-for-sale, net of
income taxes and reclassification
adjustments - - - (1,197) - (1,197)
--------
Total comprehensive income 9,208
------- -------- ------- -------- ------- --------
Balance, December 31, 1998 114 29,704 48,795 (522) (462) 77,629
Cash dividends declared ($.350 per share) - - (3,838) - - (3,838)
Purchase of 394,858 shares of treasury stock - - - - (6,577) (6,577)
Issuance of stock in connection with
exercise of 512 stock options - - - - 9 9
Comprehensive income
Net income - - 11,891 - - 11,891
Net decrease in fair value of securities
classified as available-for-sale, net of
income taxes and reclassification
adjustments - (11,420) - (11,420)
--------
Total comprehensive income - - - - - 471
------- -------- ------- -------- ------- --------
Balance, December 31, 1999 $ 114 $ 29,704 $ 56,848 $(11,942) $(7,030) $ 67,694
======= ======== ======== ======== ======= ========
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE> 50
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 (IN THOUSANDS) 1999 1998 1997
- ---------------------------------------------------------------------------------------------------------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 11,891 $ 10,405 $ 8,511
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation 2,296 1,964 1,645
Provision for loan losses 2,203 1,326 2,454
Proceeds from sales of trading account securities, net 160 5,032 (4,917)
Net gain on sales of securities (299) (1,111) (729)
Net gain on sales of trading account securities (160) (24) (159)
Net real estate loans originated for sale 3,380 5,781 (2,448)
Deferred income taxes (481) (98) (474)
Change in other assets 1,997 (2,374) (1,368)
Change in other liabilities 536 (85) 1,336
-------- --------- ---------
Net cash provided by operating activities 21,523 20,816 3,851
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales and maturities of securities available-for-sale 123,481 285,131 98,928
Principal payments on securities 102,380 140,959 41,028
Purchases of securities available-for-sale (274,916) (541,842) (185,595)
Purchases of securities held-to-maturity (10,253) (9,023) (3,631)
Maturities of securities held-to-maturity 4,210 1,345 1,052
Net increase in loans (131,808) (40,455) (64,996)
Acquisition of branch, net 13,794 - -
Property and equipment expenditures (6,286) (4,698) (2,136)
-------- --------- ---------
Net cash used in investing activities (179,398) (168,583) (115,350)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 85,858 74,790 93,157
Borrowings 123,200 117,120 65,704
Payments on borrowings (53,850) (51,895) (50,624)
Issuance of common stock - 17,097 -
Dividends paid (3,323) (1,040) (551)
Change in securities sold under agreements to repurchase
and federal funds purchased 8,456 (2,523) 3,001
Treasury stock and option transactions, net (6,568) - (14)
-------- --------- ---------
Net cash provided by financing activities 153,773 153,549 110,673
-------- --------- ---------
Increase (decrease) in cash and cash equivalents (4,102) 5,782 (826)
Cash and cash equivalents at beginning of year 40,253 34,471 35,297
-------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 36,151 $ 40,253 $ 34,471
======== ========= =========
Supplemental disclosures
Cash paid during the period for
Interest $ 43,717 $ 40,692 $ 35,126
Income taxes 6,541 6,347 4,516
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE> 51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998, and 1997
NOTE 1 NATURE OF OPERATIONS
- --------------------------------------------------------------------------------
Midwest Banc Holdings, Inc. (Midwest Banc or the Corporation) is a bank holding
company organized under the laws of the State of Delaware. Through its
commercial bank and nonbank subsidiaries, the Corporation provides a full line
of financial services to corporate and individual customers in the greater
Chicago metropolitan area and in Warren, Knox, Henderson and Mercer counties in
western Illinois. These services include demand, time, and savings deposits;
lending; mortgage banking; insurance products; and trust services. While the
Corporation's management monitors the revenue streams of the various products
and services, operations are managed and financial performance is evaluated on a
Corporation-wide basis. Accordingly, all of the Corporation's banking operations
are considered by management to be aggregated in one reportable operating
segment.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
Basis of Presentation: The consolidated financial statements of Midwest Banc
include the accounts of Midwest Banc and its wholly-owned subsidiaries, Midwest
Bank and Trust Company (MBT), Midwest Bank (MB), Midwest Bank of McHenry County
(MBMC), Midwest Bank of Western Illinois (MBWI), and First Midwest Data Corp.
Significant intercompany balances and transactions have been eliminated.
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles and with general practices in the
banking industry. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and 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.
SECURITIES: Securities are classified as held-to-maturity when the Corporation
has the ability and management has the positive intent to hold those securities
to maturity. Accordingly, they are stated at cost adjusted for amortization of
premiums and accretion of discounts. Securities are classified as
available-for-sale when the Corporation may decide to sell those securities for
changes in market interest rates, liquidity needs, changes in yields or
alternative investments, and for other reasons. They are carried at fair value
with unrealized gains and losses, net of taxes, reported in other comprehensive
income (loss). Interest income is reported net of amortization of premium and
accretion of discount. Realized gains and losses on disposition of securities
available-for-sale are based on the net proceeds and the adjusted carrying
amount of the securities sold, using the specific identification method. Trading
account securities are carried at fair value. Realized and unrealized gains and
losses on trading account securities are recognized in the statement of income
as they occur.
LOANS: Loans are reported net of the allowance for loan losses and unearned
discount. Impaired loans are carried at the present value of expected future
cash flows or the fair value of the related collateral, if the loan is
considered to be collateral dependent. Interest on loans is included in interest
income over the term of the loan based upon the principal balance outstanding.
Where serious doubt exists as to the collectibility of a loan, the accrual of
interest is discontinued. Loan fees and direct loan origination costs are
deferred and amortized over the term of the loan as a yield adjustment.
Mortgage loans originated and intended for sale in the secondary market
are carried at the lower of cost, net of deferred loan fees, or estimated fair
value in the aggregate.
ALLOWANCE FOR LOAN LOSSES: An allowance for loan losses has been established to
provide for the probability that some loans may not be repaid in their entirety.
The allowance is increased by provisions for loan losses charged to expense and
decreased by charge-offs, net of recoveries. Although a loan is charged off by
management when deemed uncollectible, collection efforts may continue and future
recoveries may occur.
The allowance is maintained by management at a level considered adequate
to cover losses that are currently anticipated based on past loss experience,
general economic conditions, information about specific borrower situations
(including their financial position and collateral values), and other factors
and estimates which are subject to change over time. Estimating the risk of loss
and the amount of loss on any loan is necessarily subjective and ultimate losses
may vary from current estimates. These estimates are reviewed periodically and
as adjustments become necessary, they are reported in earnings in the periods in
which they become known.
Loans are considered impaired if it is probable that full principal or
interest payments will not be collected per the loan agreement. Each impaired
loan is carried at the present value of expected cash flows discounted at the
loan's effective
F-7
<PAGE> 52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998, AND 1997
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued
- --------------------------------------------------------------------------------
interest rate or at the fair value of the collateral if the loan is collateral
dependent. A portion of the allowance for loan losses is allocated to an
impaired loan if the present value of cash flows or collateral value indicate
the need for an allowance.
Smaller balance homogeneous loans are evaluated for impairment in total.
Such loans include residential first mortgage loans secured by
one-to-four-family residences; residential construction loans; and automobile,
home equity, and second mortgage loans. Commercial loans and mortgage loans
secured by other properties are evaluated individually for impairment.
PREMISES AND EQUIPMENT: Premises and equipment are stated at cost, less
accumulated depreciation and amortization. Provisions for depreciation and
amortization, included in operating expenses, are computed on the straight-line
method over the estimated useful lives of the assets. The cost of maintenance
and repairs is charged to income as incurred; significant improvements are
capitalized.
OTHER REAL ESTATE: Real estate acquired in settlement of loans is recorded at
fair value when acquired. If fair value declines after acquisition, a valuation
allowance reduces the reported amount to the lower of the initial amount or fair
value less costs to sell. Costs after acquisition are expensed.
GOODWILL: Goodwill results from the application of purchase accounting
principles to the acquisition of subsidiaries and a branch office acquired in
1999. Goodwill represents the excess of acquisition cost over the fair value of
net assets acquired and is amortized over periods ranging from 10 to 25 years
using the straight-line method.
INCOME TAXES: Deferred tax assets and liabilities are recognized for temporary
differences between the financial reporting basis and the tax basis of the
Corporation's assets and liabilities and expected benefits of operating loss
carryforwards and credit carryforwards. Deferred taxes are recognized for the
estimated taxes ultimately payable or recoverable based on enacted tax laws.
Changes in enacted tax rates and laws are reflected in the financial statements
in the periods they occur.
COMPREHENSIVE INCOME: Comprehensive income includes both net income and other
comprehensive income elements, including the change in unrealized gains and
losses on securities available-for-sale, net of tax.
EARNINGS PER COMMON SHARE: Basic earnings per common share is net income divided
by the weighted average number of common shares outstanding during the period.
Diluted earnings per common share includes the dilutive effect of additional
potential common shares issuable under stock options. Earnings and dividends per
share are restated for all stock splits and dividends through the date of issue
of the financial statements.
NEW ACCOUNTING PRONOUNCEMENTS: Beginning January 1, 2001, a new accounting
standard will require all derivatives to be recorded at fair value. Unless
designated as hedges, changes in fair value will be recorded in the income
statement. Fair value changes involving hedges will generally be recorded by
offsetting gains and losses on the hedge and on the hedged item. This is not
expected to have a material effect but the effect will depend on derivative
holdings when this standard applies.
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 does not believe there now are such matters that will have
a material effect on the financial statements.
DIVIDEND RESTRICTION: Banking regulations require maintaining certain capital
levels and may limit the dividends paid by the subsidiary banks to the
Corporation or by the Corporation to the shareholders.
STATEMENT OF CASH FLOWS: Amounts due from banks, federal funds sold, and all
highly liquid debt instruments purchased with a maturity of three months or less
are considered to be cash equivalents. Loan disbursements and collections,
repurchase agreements and transactions in deposit accounts are reported net.
RECLASSIFICATIONS: Certain items in the financial statements as of and for the
years ended December 31, 1998 and 1997 have been reclassified, with no effect on
net income, to conform with the current year presentation.
F-8
<PAGE> 53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998, and 1997
NOTE 3 SECURITIES
- --------------------------------------------------------------------------------
The amortized cost and fair value of securities available-for-sale and
held-to-maturity are as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
December 31, 1999 (In Thousands) Cost Gains Losses Value
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Securities available-for-sale
U.S. Treasury securities and obligations of
U.S. government agencies ......................................... $ 2,000 $ - $ (95) $ 1,905
Obligations of states and political subdivisions ................... 8,340 10 (76) 8,274
Mortgage-backed securities ......................................... 491,411 50 (18,966) 472,495
Collateralized mortgage obligations ................................ 2,660 - (39) 2,621
Equity securities .................................................. 18,567 - (420) 18,147
-------- ------- -------- ---------
Total securities available-for-sale ............................ $522,978 $60 $(19,596) $ 503,442
======== ======= ======== =========
Securities held-to-maturity
Obligations of states and political subdivisions ................... $ 29,626 $45 $ (496) $ 29,175
======== ======= ======== =========
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
December 31, 1998 (In Thousands) Cost Gains Losses Value
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Securities available-for-sale
U.S. Treasury securities and obligations of
U.S. government agencies ......................................... $ 2,000 $ - $ (130) $ 1,870
Obligations of states and political subdivisions ................... 6,911 93 - 7,004
Mortgage-backed securities ......................................... 432,940 587 (1,226) 432,301
Collateralized mortgage obligations ................................ 5,811 - (26) 5,785
Equity securities .................................................. 11,523 101 (253) 11,371
-------- ------- -------- ---------
Total securities available-for-sale ............................ $459,185 $ 781 $ (1,635) $ 458,331
======== ======= ======== =========
Securities held-to-maturity
Obligations of states and political subdivisions ..................... $ 23,598 $ 447 $ (11) $ 24,034
======== ======= ======== =========
</TABLE>
F-9
<PAGE> 54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998, AND 1997
NOTE 3 SECURITIES continued
- -------------------------------------------------------------------------------
The amortized cost and fair value of securities by contractual maturity at
December 31, 1999 are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Amortized Fair
(In Thousands) Cost Value
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Securities available-for-sale
Due in one year or less .................................................... $ 4,035 $ 4,014
Due after one year through five years ...................................... 3,850 3,763
Due after five years through ten years ..................................... 2,259 2,207
Due after ten years ........................................................ 196 195
-------- ---------
.............................................................................. 10,340 10,179
Mortgage-backed securities and collateralized
mortgage obligations ..................................................... 494,071 475,116
-------- ---------
Total debt securities .................................................... 504,411 485,295
Equity securities .......................................................... 18,567 18,147
-------- ---------
Total securities available-for-sale ...................................... $522,978 $ 503,442
======== =========
Securities held-to-maturity
Due in one year or less .................................................... $ 4,827 $ 4,834
Due after one year through five years ...................................... 15,267 15,101
Due after five years through ten years ..................................... 9,282 8,996
Due after ten years ........................................................ 250 244
-------- ---------
Total securities held-to-maturity......................................... $ 29,626 $ 29,175
======== =========
</TABLE>
Proceeds from sales of securities available-for-sale and the realized gross
gains and losses are as follows:
<TABLE>
<CAPTION>
Year Ended December 31 (In Thousands) 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Proceeds from sales ................................................. $ 122,686 $283,011 $ 98,383
Gross realized gains ................................................ 445 1,593 1,010
Gross realized losses ............................................... (146) (482) (281)
</TABLE>
Securities with an approximate carrying value of $270,000,000 and $150,000,000
at December 31, 1999 and 1998 were pledged to secure public deposits,
borrowings, and for other purposes as required or permitted by law. Included in
securities pledged at December 31, 1999 and 1998 are $172,000,000 and
$90,000,000 which have been pledged for FHLB borrowings.
F-10
<PAGE> 55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998, and 1997
NOTE 4 FAIR VALUE OF FINANCIAL INSTRUMENTS
Corporations are required to disclose fair value information about their
financial instruments. The fair value of a financial instrument is the amount at
which the instrument could be exchanged in a current transaction between willing
parties, other than in a forced or liquidation sale. The methods and assumptions
used to determine fair values for each class of financial instruments are
presented below.
CASH AND CASH EQUIVALENTS: Cash and cash equivalents are reported in the
balance sheet at amounts which approximate their fair value.
SECURITIES: Fair values for securities are determined from quoted market
prices if available. For unquoted securities, the reported fair value is
estimated on the basis of financial and other information about the issuer
and quoted market prices of similar securities.
LOANS: Fair values of loans have been determined by calculating the
present value of future cash flows at current rates for similar loans
which would be made to borrowers with similar credit ratings and the same
remaining maturities. Loan prepayments are assumed to occur at the same
rate as in previous periods in which interest rates were at levels similar
to current levels.
DEPOSIT LIABILITIES: Fair value of deposit liabilities with stated
maturities have been calculated at the present value of future cash flows
using rates which approximate current market rates for similar
instruments. Fair values of other deposits are equal to the respective
amounts due on demand. The carrying amount for variable rate instruments
approximates fair value.
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE, FEDERAL FUNDS PURCHASED,
OTHER BORROWINGS, ADVANCES FROM THE FEDERAL HOME LOAN BANK, AND NOTES
PAYABLE: Liabilities with stated maturities have been calculated at
present values of future cash flows using rates which approximate market
rates for similar instruments. The carrying amount for liabilities with no
stated maturities approximates estimated fair value.
ACCRUED INTEREST RECEIVABLE AND PAYABLE: Fair value for accrued interest
receivable and payable approximates the carrying amount.
COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT: The fair value
of commitments is estimated using the fees currently charged to enter into
similar agreements, taking into account the remaining terms of the
agreement and the present creditworthiness of the counterparties. For
fixed-rate loan commitments, fair value also considers the difference
between current levels of interest rates and the committed rates. The fair
value of letters of credit is based on fees currently charged for similar
agreements or on the estimated cost to terminate them or otherwise settle
the obligations with the counterparties at the reporting date. The fair
value of these commitments is not material.
F-11
<PAGE> 56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998, AND 1997
NOTE 4 FAIR VALUE OF FINANCIAL INSTRUMENTS continued
- --------------------------------------------------------------------------------
The estimated fair values of the Corporation's financial instruments were as
follows:
<TABLE>
<CAPTION>
December 31 (In Thousands) 1999 1998
- ----------------------------------------------------------------------------------------------------------------------
Estimated Estimated
Carrying Fair Carrying Fair
Amount Value Amount Value
--------------------------------------------------
<S> <C> <C> <C> <C>
Financial assets
Cash and cash equivalents ..................................... $ 36,151 $ 36,151 $ 40,253 $ 40,253
Securities available-for-sale ................................. 503,442 503,442 458,331 458,331
Securities held-to-maturity ................................... 29,626 29,175 23,598 24,034
Loans, net of allowance for loan losses ....................... 638,888 634,834 515,304 516,676
Accrued interest receivable ................................... 8,304 8,304 7,377 7,377
Financial liabilities
Deposits
Non-interest-bearing ........................................ $(118,553) $(118,553) $(114,566) $(114,566)
Interest-bearing ............................................ (852,401) (853,252) (754,586) (756,990)
Securities sold under agreements to repurchase
and federal funds purchased ................................. (18,925) (18,925) (10,469) (10,469)
Borrowings .................................................... (177,150) (175,375) (107,800) (109,763)
Accrued interest payable ...................................... (3,063) (3,063) (2,518) (2,518)
</TABLE>
Other assets and liabilities of the Corporation not defined as financial
instruments, such as property and equipment, are not included in the above
disclosures. Also not included are nonfinancial instruments such as the value
of core deposits, loan servicing rights, customer goodwill, and similar items.
There is no ready market for a significant portion of the Corporation's
financial instruments. Accordingly, fair values are based on various factors
relative to expected loss experience, current economic conditions, risk
characteristics, and other factors. The assumptions and estimates used in the
fair value determination process are subjective in nature and involve
uncertainties and significant judgment and, therefore, fair values cannot be
determined with precision. Changes in assumptions could significantly affect
these estimated values.
F-12
<PAGE> 57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998, and 1997
NOTE 5 LOANS
- --------------------------------------------------------------------------------
Major classifications of loans are summarized as follows:
<TABLE>
<CAPTION>
December 31 (In Thousands) 1999 1998
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Commercial ................................................................................... $ 187,822 $148,081
Commercial real estate ....................................................................... 300,071 229,489
Agricultural ................................................................................. 41,745 33,231
Consumer real estate ......................................................................... 103,681 95,604
Consumer installment ......................................................................... 13,889 16,128
--------- --------
Total loans, gross ........................................................................ 647,208 522,533
Unearned discount ............................................................................ (753) (653)
--------- --------
Total loans ............................................................................... $ 646,455 $521,880
========= ========
</TABLE>
Included in consumer real estate are $449,000 and $3,829,000 of loans held for
sale at December 31, 1999 and 1998.
NOTE 6 ALLOWANCE FOR LOAN LOSSES
- --------------------------------------------------------------------------------
The following is a summary of changes in the allowance for loan losses:
<TABLE>
<CAPTION>
Year Ended December 31 (In Thousands) 1999 1998 1997
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at beginning of year ....................................................... $ 6,576 $ 6,143 $ 5,342
Provision for loan losses .......................................................... 2,203 1,326 2,454
Loans charged off .................................................................. (1,417) (1,168) (1,858)
Recoveries on loans previously charged off ......................................... 205 275 205
------- ------- -------
Balance at end of year .......................................................... $ 7,567 $ 6,576 $ 6,143
======= ======= =======
</TABLE>
A portion of the allowance for loan losses is allocated to impaired loans.
Information with respect to impaired loans and the related allowance for loan
losses is as follows:
<TABLE>
<CAPTION>
December 31 (In Thousands) 1999 1998
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Impaired loans for which no allowance for loan losses is allocated ............................ $ 639 $ 950
Impaired loans with an allocation of the allowance for loan losses ............................ 995 1,906
------ -------
Total impaired loans........................................................................ $1,634 $ 2,856
====== =======
Allowance for loan losses allocated to impaired loans.......................................... $ 531 $ 849
====== =======
<CAPTION>
Year Ended December 31 (In Thousands) 1999 1998 1997
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Average impaired loans .............................................................. $ 3,105 $ 2,479 $ 3,172
Interest income recognized on impaired loans ........................................ 170 148 208
Interest income recognized on impaired loans on a cash basis ........................ 170 92 206
</TABLE>
Interest payments on impaired loans are generally applied to principal, unless
the loan principal is considered to be fully collectible, in which case interest
is recognized on the cash basis.
F-13
<PAGE> 58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998, and 1997
NOTE 7 PREMISES AND EQUIPMENT
- -------------------------------------------------------------------------------
Premises and equipment are summarized as follows:
<TABLE>
<CAPTION>
December 31 (In Thousands) 1999 1998
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Land and improvements .......................................................................... $ 5,702 $ 4,388
Building and improvements ...................................................................... 20,348 16,739
Furniture and equipment ........................................................................ 12,458 11,926
-------- --------
Total cost .................................................................................. 38,508 33,053
Accumulated depreciation ....................................................................... (16,840) (15,456)
-------- --------
Premises and equipment, net ................................................................. $ 21,668 $ 17,597
======== ========
</TABLE>
NOTE 8 INCOME TAXES
- -------------------------------------------------------------------------------
The provision for income taxes, included in the statements of income, consists
of the following:
<TABLE>
<CAPTION>
Year Ended December 31 (In Thousands) 1999 1998 1997
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current
Federal ............................................................................ $5,959 $ 4,934 $4,941
State .............................................................................. 1,272 1,138 1,070
Deferred .............................................................................. (481) (98) (474)
------ ------- ------
Total provision for income taxes ................................................... $6,750 $ 5,974 $5,537
====== ======= ======
</TABLE>
The difference between the provision for income taxes in the financial
statements and amounts computed by applying the current federal income tax rate
of 35% for 1999 and 34% for 1998 and 1997 to income before income taxes is
reconciled as follows:
<TABLE>
<CAPTION>
Year Ended December 31 (In Thousands) 1999 1998 1997
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income taxes computed at the statutory rate ........................................... $6,524 $5,569 $4,793
Tax-exempt interest income on securities and loans .................................... (552) (446) (377)
Amortization of goodwill .............................................................. 91 81 81
State income taxes, net of federal tax benefit ........................................ 710 724 1,035
Other ................................................................................. (23) 46 5
------ ------ ------
Total provision for income taxes ................................................... $6,750 $5,974 $5,537
====== ====== ======
</TABLE>
F-14
<PAGE> 59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998, and 1997
NOTE 8 INCOME TAXES CONTINUED
- -------------------------------------------------------------------------------
The net deferred tax asset, included in other assets in the accompanying balance
sheets, consisted of the following components:
<TABLE>
<CAPTION>
December 31 (In Thousands) 1999 1998
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Gross deferred tax assets
Unrealized loss on securities available-for-sale ............................................. $ 7,594 $ 332
Allowance for loan losses .................................................................... 3,002 2,547
State operating loss carryforwards ........................................................... - 95
Other real estate ............................................................................ 49 23
------- ------
Total gross deferred tax assets ............................................................ 10,645 2,997
Gross deferred tax liabilities
Depreciation ................................................................................. $ (78) $ (164)
Deferred loan fees ........................................................................... (124) (133)
------- ------
Total gross deferred tax liabilities ....................................................... (202) (297)
------- ------
Net deferred tax asset ................................................................... $10,443 $2,700
======= ======
</TABLE>
NOTE 9 ADVANCES FROM THE FEDERAL HOME LOAN BANK
- -------------------------------------------------------------------------------
Advances from the Federal Home Loan Bank are summarized as follows:
<TABLE>
<CAPTION>
December 31 (In Thousands) 1999 1998
- ---------------------------------------------------------------------------------------------------------------------
Weighted Weighted
Average Average
Rate Amount Rate Amount
-------------------------------------------
<S> <C> <C> <C> <C>
Advances from the Federal Home Loan Bank due
1999 ................................................................... -% $ - 5.73% $ 2,000
2000 ................................................................... - - 5.48 7,000
2001 ................................................................... 5.00 2,000 4.85 3,000
2002 ................................................................... 5.71 3,000 5.39 12,000
2004 ................................................................... 4.98 33,500 - -
2008 ................................................................... 5.23 54,500 4.92 77,000
2009 ................................................................... 5.23 76,500 - -
--------- ---------
Total ................................................................ 5.22% $ 169,500 5.03% $ 101,000
========= =========
</TABLE>
At December 31, 1999, $162 million of the FHLB advances have various call
provisions. The FHLB advances are secured by mortgage-backed securities.
F-15
<PAGE> 60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998, and 1997
NOTE 10 NOTES PAYABLE
- -------------------------------------------------------------------------------
Notes payable consisted of the following:
<TABLE>
<CAPTION>
December 31 (Table amounts in thousands) 1999 1998
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Revolving line of credit ($20,000,000); $4,500,000 maturing in January 2000 and
$3,000,000 maturing in February 2000, interest payments due quarterly at the 30, 60,
90 or 180 day LIBOR plus 95 basis points or prime rate less 25 basis points (weighted
average rate of 6.85% at December 31, 1999); secured by all common stock of the
subsidiary banks. On
January 14, 2000, the revolving line of credit was extended until January 31, 2002. ............... $7,500 $4,000
Revolving warehouse line of credit ($5,000,000); maturing on January 30, 2000;
interest payable monthly at the 30, 60, or 90 day LIBOR plus 95 basis points or
prime rate less 25 basis points; secured by common stock of all subsidiary
banks. This promissory note was
cancelled on September 15, 1999. .................................................................. - 2,500
Non-interest-bearing note payable issued to acquire Porter Insurance Agency,
Inc.;
principal due in the amount of $75,000 on October 31, 2000. ....................................... 75 150
Note payable issued to purchase property for Midwest Bank; principal payment of
$75,000 due August 31, 2000. ...................................................................... 75 150
------ ------
$7,650 $6,800
====== ======
</TABLE>
The revolving lines of credit include the following covenants at December 31,
1999: (1) the banks must not have nonperforming assets in excess of 25% of Tier
1 capital plus loan loss reserves; (2) the Corporation and each subsidiary bank
must be considered well capitalized; (3) the Corporation must maintain
consolidated tangible net worth of not less than $65 million; and (4) the
Corporation must earn a minimum consolidated net income of $5.5 million for the
previous four fiscal quarters. The Corporation had complied with or had obtained
appropriate waiver for these covenants at December 31, 1999.
NOTE 11 EMPLOYEE BENEFIT PLANS
- -------------------------------------------------------------------------------
The Corporation maintains a 401(k) salary reduction plan covering substantially
all employees. Eligible employees may elect to make tax deferred contributions
within a specified range of their compensation as defined in the plan. The
Corporation contributes 1% more than the employee's contribution up to a maximum
5% employer contribution. Contributions to the plan are expensed currently and
were $399,000, $354,000, and $301,000 for the years ended December 31, 1999,
1998, and 1997.
NOTE 12 TIME DEPOSITS
- -------------------------------------------------------------------------------
Interest-bearing deposits in denominations of $100,000 and over were
$144,244,000 as of December 31, 1999 and $96,706,000 as of December 31, 1998.
Interest expense related to deposits in denominations of $100,000 and over was
$5,555,000 for 1999, $4,495,000 for 1998, and $4,476,000 for 1997.
Certificates of deposit have scheduled maturities for the years 2000 through
2004 and thereafter as follows:
(In Thousands)
- --------------------------------------------------------
2000 .......................................... $447,367
2001 .......................................... 39,615
2002 .......................................... 8,861
2003 .......................................... 2,155
2004 .......................................... 174
Thereafter .................................... 62
--------
$498,234
========
F-16
<PAGE> 61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998, and 1997
NOTE 13 LEASES
- -------------------------------------------------------------------------------
The subsidiary banks lease a portion of their banking premises and equipment.
The leases expire in various years through the year 2009. Future rental
commitments under these noncancelable operating leases for the years 2000
through 2004 and thereafter are as follows:
(In Thousands)
- --------------------------------------------------------
2000 ............................................ $ 362
2001 ............................................ 313
2002 ............................................ 297
2003 ............................................ 297
2004 ............................................ 296
Thereafter ...................................... 1,312
------
$2,877
======
Rental expense included in occupancy and equipment expense was $347,000,
$320,000, and $295,000 for the years ended December 31, 1999, 1998, and 1997.
Occupancy expense has been reduced by $495,000, $465,000, and $524,000 for the
years ended December 31, 1999, 1998, and 1997 for rental income from leased
premises.
NOTE 14 RELATED PARTY TRANSACTIONS
- -------------------------------------------------------------------------------
Certain executive officers, directors, and their related interests are loan
customers of the Corporation's subsidiary banks. ~A summary of loans made by the
subsidiary banks in the ~ordinary course of business to or for the benefit of
directors and executive officers is as follows:
(In Thousands)
- --------------------------------------------------------
Balance at December 31, 1998 ................... $ 9,865
New loans ...................................... 6,113
Repayments ..................................... (1,464)
-------
Balance at December 31, 1999 ................... $14,514
=======
NOTE 15 CAPITAL REQUIREMENTS
- -------------------------------------------------------------------------------
The Corporation and its subsidiary banks are subject to regulatory capital
requirements administered by the federal banking agencies. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action,
banks must meet specific capital guidelines that involve quantitative measures
of assets, liabilities, and certain off-balance-sheet items as calculated under
regulatory accounting practices.
Quantitative measures established by regulation to ensure capital adequacy
require banks and bank holding companies to maintain minimum amounts and ratios
of total and Tier 1 capital to risk-weighted assets and Tier 1 capital to
average assets. If banks do not meet these minimum capital requirements, as
defined, bank regulators can initiate certain actions that could have a direct
material effect on a bank's financial statements. Management believes, as of
December 31, 1999 and December 31, 1998, that the Corporation and its subsidiary
banks met all capital adequacy requirements to which they were subject.
As of December 31, 1999 and 1998, the most recent Federal Deposit
Insurance Corporation notification categorized the subsidiary banks as well
capitalized under the regulatory framework for prompt corrective action. There
are no conditions or events since that notification that management believes
have changed the institutions' categories. To be categorized as well
capitalized, banks must maintain minimum total risk-based, Tier 1 risk-based,
and Tier 1 leverage ratios. The actual capital amounts and ratios for the
Corporation and subsidiary banks are presented in the following table.
F-17
<PAGE> 62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998, and 1997
NOTE 15 CAPITAL REQUIREMENTS CONTINUED
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
To Be Well Capitalized
To Be Adequately Under Prompt Corrective
Actual Capitalized Action Provisions
----------------- ------------------ -----------------------
As of December 31, 1999 Amount Ratio Amount Ratio Amount Ratio
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Total Capital (to risk-weighted assets)
Corporation ....................................... $84,829 12.2% $ 55,643 8.0% $69,553 10.0%
MBT ............................................. 41,080 13.0 25,292 8.0 31,615 10.0
MB .............................................. 17,851 11.4 12,573 8.0 15,716 10.0
MBMC ............................................ 17,581 14.2 9,921 8.0 12,401 10.0
MBWI ............................................ 12,952 13.5 7,670 8.0 9,588 10.0
Tier 1 Capital (to risk-weighted assets)
Corporation ....................................... $77,263 11.1 $ 27,821 4.0 $41,732 6.0
MBT ............................................. 37,487 11.9 12,646 4.0 18,969 6.0
MB .............................................. 16,297 10.4 6,286 4.0 9,430 6.0
MBMC ............................................ 16,217 13.1 4,960 4.0 7,441 6.0
MBWI ............................................ 11,897 12.4 3,835 4.0 5,753 6.0
Tier 1 Capital (to average assets)
Corporation ....................................... $77,263 6.7 $ 49,166 4.0 $61,457 5.0
MBT ............................................. 37,487 6.7 22,432 4.0 28,039 5.0
MB .............................................. 16,297 6.5 10,005 4.0 12,506 5.0
MBMC ............................................ 16,217 6.6 9,867 4.0 12,232 5.0
MBWI ............................................ 11,897 7.1 6,689 4.0 8,362 5.0
<CAPTION>
As of December 31, 1998
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Total Capital (to risk-weighted assets)
Corporation ....................................... $82,573 14.6% $ 45,129 8.0% $56,411 10.0%
MBT ............................................. 38,448 14.7 20,968 8.0 26,210 10.0
MB .............................................. 15,981 13.4 9,573 8.0 11,967 10.0
MBMC ............................................ 15,178 15.6 7,796 8.0 9,745 10.0
MBWI ............................................ 11,047 14.0 6,310 8.0 7,888 10.0
Tier 1 Capital (to risk-weighted assets)
Corporation ....................................... $75,541 13.5 $ 22,565 4.0 $33,846 6.0
MBT ............................................. 35,322 13.5 10,484 4.0 15,726 6.0
MB .............................................. 14,610 12.2 4,787 4.0 7,180 6.0
MBMC ............................................ 13,995 14.4 3,898 4.0 5,847 6.0
MBWI ............................................ 10,151 12.9 3,155 4.0 4,733 6.0
Tier 1 Capital (to average assets)
Corporation ....................................... $75,541 7.1 $ 42,686 4.0 $53,358 5.0
MBT ............................................. 35,322 7.1 19,924 4.0 24,906 5.0
MB .............................................. 14,610 7.1 8,288 4.0 10,360 5.0
MBMC ............................................ 13,995 6.8 8,213 4.0 10,266 5.0
MBWI ............................................ 10,151 6.8 6,009 4.0 7,512 5.0
</TABLE>
F-18
<PAGE> 63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998, and 1997
NOTE 16 RECAPITALIZATION
- -------------------------------------------------------------------------------
Effective December 17, 1997, the Corporation's Board of Directors increased the
number of authorized common shares by 11,000,000 shares, changed the par value
to $.01 per share, and approved a two-for-one stock split effected in the form
of a 100% stock dividend. All share and per share amounts included in the
financial statements have been restated to reflect the stock split. In 1998, the
Corporation issued an additional 1,265,000 shares at $15 per share as part of an
initial public offering less offering expenses of $1,878,000.
A summary of preferred stock and common stock at December 31, 1999 and
1998 is as follows:
1999 1998
- ---------------------------------------------------------
Preferred Stock
- ---------------
Authorized shares ............ 1,000,000 1,000,000
Par value .................... $ .01 $ .01
Shares issued ................ - -
Common Stock
- ------------
Authorized shares ............ 17,000,000 17,000,000
Par value .................... $ .01 $ .01
Shares issued ................ 11,379,392 11,379,392
Shares outstanding ........... 10,885,046 11,279,392
NOTE 17 OFF-BALANCE-SHEET RISK AND CONCENTRATIONS OF CREDIT RISK
- -----------------------------------------------------------------
The Corporation is a party to financial instruments with off-balance-sheet risk
in the normal course of business to meet financing needs of customers. Since
many commitments to extend credit expire without being used, the amounts below
do not necessarily represent future cash commitments. These financial
instruments include commitments to extend credit, standby letters of credit, and
unused lines of credit and are summarized as follows:
(In Thousands) 1999 1998
- --------------------------------------------------------------
Financial instruments whose
contract amounts represent
credit risk
Unused lines of credit ............ $175,732 $ 145,191
Commitments to extend credit ...... 52,206 46,089
Standby letters of credit ......... 10,798 11,390
At December 31, 1999 and 1998, commitments to extend credit consisted of
$13,545,000 and $21,192,000 of fixed rate loan commitments. These commitments
are due to expire within 30 to 90 days of issuance and have rates ranging
primarily from 7.625% to 10.75%. Substantially all of the unused lines of credit
are at adjustable rates of interest.
The credit risk amounts represent the maximum accounting loss that would
be recognized at the reporting date if counterparties failed completely to
perform as contracted and any collateral or security proved to be of no value.
Midwest Banc has experienced little difficulty in accessing collateral when
necessary. The amounts of credit risk shown therefore greatly exceed expected
losses.
The Corporation also had outstanding commitments to originate mortgage
loans and sell these loans to the secondary market approximating $2,525,000 at
December 31, 1999 and $3,784,000 at December 31, 1998.
NOTE 18 STOCK OPTION PLAN
- -------------------------------------------------------------------------------
The 1996 Stock Option Plan (the Plan) became effective on November 19, 1996.
Under the Plan, officers, directors, and key employees may be granted incentive
stock options to purchase the Corporation's common stock at no less than 100% of
the market price on the date the option is granted. Options can become
exercisable immediately or can become exercisable in installments of 25% a year
on each of the first through the fourth anniversaries of the grant date. In all
cases, the options have a maximum term of ten years. The Plan also permits
nonqualified stock options to be issued. The Corporation has authorized 500,000
shares for issuance under the Plan.
The Corporation accounts for its stock option plan under Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees."
Accordingly, no compensation expense has been recognized for the stock option
plan in the financial statements. Statement of Financial Accounting Standards
(SFAS) No. 123, "Accounting for Stock Based Compensation," prescribes fair value
accounting method for determining compensation expense under stock option plans,
but allows corporations to use APB No. 25 if they provide pro forma information
computed under the fair value method. The following pro forma information
presents net income and earnings per share under the fair value method
prescribed by SFAS No. 123:
F-19
<PAGE> 64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998, and 1997
NOTE 18 STOCK OPTION PLAN CONTINUED
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998 1997
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net income ........................................................................ $11,891 $10,405 $ 8,511
Pro forma net income .............................................................. 11,342 10,188 8,448
Basic earnings per share as reported .............................................. 1.08 .94 .85
Pro forma basic earnings per share ................................................ 1.03 .92 .85
Diluted earnings per share as reported ............................................ 1.07 .94 .85
Pro forma diluted earnings per share .............................................. 1.02 .92 .85
</TABLE>
Information about option grants follows:
<TABLE>
<CAPTION>
Weighted
Number Average
of Exercise Price
Options Per Share
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Outstanding January 1, 1997 ................................................................... 62,000 $ 8.13
Granted during 1997 ........................................................................... 49,000 12.75
Outstanding December 31, 1997 ................................................................. 111,000 10.17
Granted during 1998 ........................................................................... 141,500 17.88
Outstanding December 31, 1998 ................................................................. 252,500 14.49
Granted during 1999 ........................................................................... 113,044 15.99
Exercised during 1999 ......................................................................... (512) 15.88
------- ------
Outstanding December 31, 1999 ................................................................. 365,032 $14.95
======= =======
</TABLE>
Options exercisable at year end are as follows:
<TABLE>
<CAPTION>
Weighted
Number Average
of Exercise Price
Options Per Share
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1997 .......................................................................................... 15,500 $ 8.13
1998 .......................................................................................... 43,250 9.44
1999 .......................................................................................... 170,907 13.74
</TABLE>
The fair value of the options granted during 1999, 1998, and 1997 is estimated
at $4.33, $4.35, and $2.92 on the date of grant using the Black-Scholes options
value model with the following assumptions: dividend yield of 2.0%, 1.0%, 1.0%;
a risk-free interest rate of 5.5%, 5.5%, and 6.5%; an assumed forfeiture rate of
0 for all years; and an average life of 5 years for all years. The weighted
average remaining life of the stock options was 7.8 years, 8.3 years, and 8.4
years at December 31, 1999, 1998, and 1997.
F-20
<PAGE> 65
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998, and 1997
NOTE 19 PARENT COMPANY FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
The following are condensed balance sheets and statements of income and cash
flows for Midwest Banc Holdings, Inc., without subsidiaries:
<TABLE>
<CAPTION>
Condensed Balance Sheets
December 31 (In Thousands) 1999 1998
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash ..................................................................................... $ 523 $ 1,650
Investment in subsidiaries ............................................................... 72,989 76,719
Other assets ............................................................................. 3,657 4,712
-------- -------
Total assets ........................................................................... $ 77,169 $83,081
======== ========
Liabilities and Stockholders' Equity
Borrowings ............................................................................... $ 7,575 $ 4,150
Other liabilities ........................................................................ 1,900 1,302
Stockholders' equity ..................................................................... 67,694 77,629
-------- -------
Total liabilities and stockholders' equity ............................................. $ 77,169 $83,081
======== ========
</TABLE>
CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Year Ended December 31 (In Thousands) 1999 1998 1997
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating income
Dividends from subsidiary banks ............................................... $ 7,596 $ 7,137 $ 6,387
Fees from subsidiaries ........................................................ 1,203 1,209 1,077
Other income .................................................................. 224 144 3
Interest expense .............................................................. 408 332 975
Other expense ................................................................. 3,848 3,685 3,232
-------- ------- -------
Income before income taxes and equity in
undistributed income of subsidiaries ........................................... 4,767 4,473 3,260
Income tax benefit ............................................................... 1,031 965 1,219
Equity in undistributed income of subsidiaries ................................... 6,093 4,967 4,032
-------- ------- -------
Net income ....................................................................... $ 11,891 $10,405 $ 8,511
======== ======= =======
</TABLE>
F-21
<PAGE> 66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998, and 1997
NOTE 19 PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
- -------------------------------------------------------------------------------
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31 (In Thousands) 1999 1998 1997
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income .................................................................... $ 11,891 $10,405 $ 8,511
Adjustments to reconcile net income to
net cash provided by operating activities
Equity in undistributed income of subsidiaries .............................. (6,093) (4,967) (4,032)
Depreciation ................................................................ 132 112 75
Decrease (increase) in other assets ......................................... 875 (2,537) (873)
Increase in other liabilities ............................................... 83 78 44
-------- ------- -------
Net cash provided by operating activities ................................. 6,888 3,091 3,725
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in subsidiaries .................................................... (1,500) (9,289) (1,350)
Property and equipment expenditures ........................................... (49) (112) (143)
-------- ------- -------
Net cash used in investing activities ....................................... (1,549) (9,401) (1,493)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings .................................................................... 5,000 15,350 -
Payments on borrowings ........................................................ (1,575) (23,775) (2,075)
Issuance of common stock ...................................................... - 17,097 -
Dividends paid ................................................................ (3,323) (1,040) (551)
Treasury stock and option transactions, net ................................... (6,568) - (14)
-------- ------- -------
Net cash provided by (used in) financing activities ......................... (6,466) 7,632 (2,640)
-------- ------- -------
Increase (decrease) in cash and cash equivalents ................................. (1,127) 1,322 (408)
Cash and cash equivalents at beginning of year ................................... 1,650 328 736
-------- ------- -------
Cash and cash equivalents at end of year ......................................... $ 523 $ 1,650 $ 328
======== ======= =======
</TABLE>
NOTE 20 EARNINGS PER SHARE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(In thousands, except share and per share data) 1999 1998 1997
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Basic
Net income .............................................................. $ 11,891 $ 10,405 $ 8,511
=========== =========== ===========
Weighted average common shares outstanding .............................. 11,028,136 11,091,716 10,017,025
=========== =========== ===========
Basic earnings per common share ......................................... $ 1.08 $ .94 $ .85
=========== =========== ===========
Diluted
Net income .............................................................. $ 11,891 $ 10,405 $ 8,511
=========== =========== ===========
Weighted average common shares outstanding .............................. 11,028,136 11,091,716 10,017,025
Dilutive effect of stock options ........................................ 47,976 41,343 12,044
=========== =========== ===========
Dilutive average common shares outstanding .............................. 11,076,112 11,133,059 10,029,069
=========== =========== ===========
Diluted earnings per common share ....................................... $ 1.07 $ .94 $ .85
=========== =========== ===========
</TABLE>
Options to purchase 141,500 shares of common stock at $17.88 per share were
outstanding in 1999 but were not included in the computation of diluted earnings
per share because the options' exercise price was greater than average market
price of the common stock and were, therefore, antidilutive.
F-22
<PAGE> 67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998, and 1997
NOTE 21 OTHER COMPREHENSIVE INCOME (LOSS)
- --------------------------------------------------------------------------------
Changes in other comprehensive income (loss) components and related taxes are as
follows:
<TABLE>
<CAPTION>
Year Ended December 31 (In Thousands) 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Change in unrealized gains (losses)
on securities available-for-sale ............................................ $(18,383) $ (849) $ 3,805
Less reclassification adjustment for gains
recognized in income ........................................................ 299 1,111 729
--------- -------- -------
Net unrealized gains (losses) .............................................. (18,682) (1,960) 3,076
Tax expense (benefit) ......................................................... (7,262) (763) 1,024
--------- -------- -------
Other comprehensive income (loss) ............................................. $(11,420) $(1,197) $ 2,052
======== ======= ========
</TABLE>
NOTE 22 QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended 1999 (In thousands, except per share data) March 31 June 30 September 30 December 31
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest income ................................................... $18,911 $ 19,890 $21,919 $ 23,426
Interest expense .................................................. 10,207 10,438 11,320 12,297
------- -------- ------- --------
Net interest income ............................................... 8,704 9,452 10,599 11,129
Provision for loan losses ......................................... 474 405 639 685
Other income ...................................................... 1,900 1,609 1,637 1,588
Other expense ..................................................... 6,209 6,362 6,539 6,664
------- -------- ------- --------
Income before income taxes ........................................ 3,921 4,294 5,058 5,368
Provision for income taxes ........................................ 1,399 1,514 1,823 2,014
------- -------- ------- --------
Net income ........................................................ $ 2,522 $ 2,780 $ 3,235 $ 3,354
======= ======== ======= ========
Earnings per common share
Basic .......................................................... $ .23 $ .25 $ .29 $ .31
Diluted ........................................................ .23 .25 .29 .30
</TABLE>
F-23
<PAGE> 68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998, and 1997
NOTE 22 QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) CONTINUED
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended 1998 (In thousands, except per share data) March 31 June 30 September 30 December 31
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest income ................................................... $17,671 $ 18,692 $19,355 $ 19,109
Interest expense .................................................. 9,628 10,185 10,649 10,552
------- -------- ------- --------
Net interest income ............................................... 8,043 8,507 8,706 8,557
Provision for loan losses ......................................... 387 438 195 306
Other income ...................................................... 1,527 1,889 1,499 1,872
Other expenses .................................................... 5,510 5,843 5,722 5,820
------- -------- ------- --------
Income before income taxes ........................................ 3,673 4,115 4,288 4,303
Provision for income taxes ........................................ 1,342 1,502 1,570 1,560
------- -------- ------- --------
Net income ........................................................ $ 2,331 $ 2,613 $ 2,718 $ 2,743
======= ======== ======= ========
Earnings per common share
Basic .......................................................... $ .22 $ .23 $ .24 $ .25
Diluted ........................................................ .22 .23 .24 .25
</TABLE>
NOTE 23 BUSINESS ACQUISITION
- -------------------------------------------------------------------------------
On December 18, 1999, the Company acquired the Aledo branch of Associated Bank
Illinois, National Association. At the date of purchase, the branch had deposits
of $15.9 million, premises and equipment of $81,000, and loans of $17,000. The
total acquired cost of $2.2 million resulted in goodwill of $2.1 million. This
transaction was recorded using the purchase method of accounting. As such, the
results of operations are excluded from the consolidated statements of income
for periods prior to the acquisition date. The effects of this transaction are
not material, and therefore, details of the previously separate entity have not
been included.
F-24
<PAGE> 69
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
------- -----------------------
<S> <C>
3.1 Restated Certificate of Incorporation, as amended
(incorporated by reference to Registrant's Registration
Statement on Form S-1, Registration No. 333-42827).
3.2 Restated By-laws, as amended (incorporated by reference to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998, File No. 0-29652).
4.1 Specimen Common Stock Certificate (incorporated by reference
to Registrant's Registration Statement on Form S-1,
Registration No. 333-42827).
10.1 $18.0 million Revolving Loan Agreement dated as of May 1,
1995, between the Company and LaSalle National Bank, as
amended (incorporated by reference to Registrant's
Registration Statement on Form S-1, Registration No.
333-42827).
10.2 $4.0 million Revolving Loan Agreement dated as of May 1, 1995,
between Midwest One Mortgage Services, Inc. and LaSalle
National Bank (incorporated by reference to Registrant's
Registration Statement on Form S-1, Registration No.
333-42827).
*10.3 Midwest Banc Holdings, Inc. 1996 Stock Option Plan
(incorporated by reference to Registrant's Registration
Statement on Form S-1, Registration No. 333-42827).
*10.4 Amendment to the Midwest Banc Holdings, Inc. 1996 Stock Option
Plan (incorporated by reference to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1998, File No.
0-29652).
*10.5 Form of Transitional Employment Agreements (incorporated by
reference to Registrant's Registration Statement on Form S-1,
Registration No. 333-42827).
10.6 Lease dated as of December 24, 1958, between Western National
Bank of Cicero and Midwest Bank and Trust Company, as amended
(incorporated by reference to Registrant's Registration
Statement on Form S-1, Registration No. 333-42827).
10.7 Britannica Centre Lease dated as of May 1, 1994, between
Chicago Title and Trust Company, as Trustee under Trust
Agreement dated November 2, 1977, and known as Trust No.
1070932, and Midwest Bank & Trust Company (incorporated by
reference to Registrant's Registration Statement on Form S-1,
Registration No. 333-42827).
10.8 Lease dated as of March 20, 1996, between Grove Lodge No. 824
Ancient Free and Accepted Masons and Midwest Bank of Hinsdale
(incorporated by reference to Registrant's Registration
Statement on Form S-1, Registration No. 333-42827).
10.9 Office Lease undated between Grove Lodge No. 824 Ancient Free
and Accepted masons and Midwest Bank of Hinsdale (incorporated
by reference to Registrant's Registration Statement on Form
S-1, Registration No. 333-42827).
10.10 Credit Agreement as of January 30, 1998, between the Company,
Midwest One Mortgage Services, Inc. and Harris Trust & Savings
Bank (incorporated by reference to Registrant's Registration
Statement on Form S-1, Registration No. 333-42827).
10.11 First Amendment to Credit Agreement dated as of September 28,
1998 between the Company, Midwest One Mortgage Services, Inc.
and Harris Trust and Savings Bank.
10.12 Second Amendment to Credit Agreement dated as of
January 7, 1999 between the Company, Midwest One Mortgage
Services, Inc. and Harris Trust and Savings Bank.
10.13 Third Amendment and Waiver to Credit Agreement dated as of
January 17, 2000 between the Company and Harris Trust and
Savings Bank.
21.1 Subsidiaries.
23.1 Consent of Crowe, Chizek and Company LLP.
24.1 Power of Attorney (included on signature page).
27.1 Financial Data Schedule.
</TABLE>
- -------------------
* Indicates management contracts on compensatory plans or arrangements required
to be filed as an exhibit.
<PAGE> 1
EXHIBIT 10.11
FIRST AMENDMENT TO CREDIT AGREEMENT
Harris Trust and Savings Bank
Chicago, Illinois
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
January 30, 1998 (the "Credit Agreement"), between the undersigned, Midwest Banc
Holdings, Inc. and Midwest One Mortgage Services, Inc., as "Borrowers", and
Harris Trust and Savings Bank, as "Bank." All capitalized terms used herein
without definition shall have the same meanings herein as such terms have in the
Credit Agreement.
The Borrowers have requested that the Bank modify Section 8.16
(Dividends and Certain other Restricted Payments), and the Bank is willing to do
so under the terms and conditions set forth in this agreement (herein, the
"Amendment").
SECTION 1. AMENDMENT.
Subject to the satisfaction of the conditions precedent set forth in
Section 2 below, Section 8.16 the Credit Agreement shall be amended and restated
in its entirety to read as follows:
Section 8.16. Dividends and Certain Other Restricted
Payments. The Company shall not (a) declare or pay any
dividends on or make any other distributions in respect of any
class or series of its capital stock (other than dividends
payable solely in its capital stock) or (b) directly or
indirectly purchase, redeem or otherwise acquire or retire any
of its capital stock; provided, however, that the Company may
declare and pay dividends and/or redeem its capital stock
during any fiscal year if, and only if, at the time of each
such dividend or redemption and immediately after giving
effect thereto, (x) the aggregate amount of dividends paid and
amount paid to redeem its capital stock in such fiscal year
does not exceed 25% of Consolidated Net Income (deemed 0 if a
loss) for the most recently completed fiscal year and (y) no
Default or Event of Default exists.
<PAGE> 2
SECTION 2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
(a) The Borrowers and the Bank shall have executed and
delivered this Amendment.
(b) Legal matters incident to the execution and delivery of
this Amendment shall be satisfactory to the Bank and its counsel.
SECTION 3. REPRESENTATIONS.
In order to induce the Bank to execute and deliver this Amendment, the
Borrowers hereby represent to the Bank that as of the date hereof the
representations and warranties set forth in Section 6 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 6.5 shall be deemed to refer to the most recent
consolidated financial statements of the Company delivered to the Bank) and the
Borrowers are in compliance with the terms and conditions of the Credit
Agreement and no Default or Event of Default has occurred and is continuing
under the Credit Agreement or shall result after giving effect to this
Amendment.
SECTION 4. MISCELLANEOUS.
(a) The Company has heretofore executed and delivered to the
Bank certain Collateral Documents and the Company hereby acknowledges and agrees
that, notwithstanding the execution and delivery of this Amendment, the
Collateral Documents remain in full force and effect and the rights and remedies
of the Bank thereunder, the obligations of the Company thereunder and the liens
and security interests created and provided for thereunder remain in full force
and effect and shall not be affected, impaired or discharged hereby. Nothing
herein contained shall in any manner affect or impair the priority of the liens
and security interests created and provided for by the Collateral Documents as
to the indebtedness which would be secured thereby prior to giving effect to
this Amendment.
(b) Except as specifically amended herein, the Credit
Agreement shall continue in full force and effect in accordance with its
original terms. Reference to this specific Amendment need not be made in the
Credit Agreement, the Notes, or any other instrument or document executed in
connection therewith, or in any certificate, letter or communication issued or
made pursuant to or with respect to the Credit Agreement, any reference in any
of such items to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.
(c) The Borrowers agree to pay on demand all costs and
expenses of or incurred by the Bank in connection with the negotiation,
preparation, execution and delivery of this Amendment, including the fees and
expenses of counsel for the Bank.
2
<PAGE> 3
(d) This Amendment may be executed in any number of
counterparts, and by the different parties on different counterpart signature
pages, all of which taken together shall constitute one and the same agreement.
Any of the parties hereto may execute this Amendment by signing any such
counterpart and each of such counterparts shall for all purposes be deemed to be
an original. This Amendment shall be governed by the internal laws of the State
of Illinois.
[Signature Page to Follow]
3
<PAGE> 4
This First Amendment to Credit Agreement is dated as of September 28,
1998.
MIDWEST BANC HOLDINGS, INC.
By: /s/ Robert L. Woods
-------------------------------
Name: Robert L. Woods
Title: President
MIDWEST ONE MORTGAGE SERVICES, INC.
By: /s/ Daniel R. Kadolph
-------------------------------
Name: Daniel R. Kadolph
Title: Treasurer
Accepted and agreed to in Chicago, Illinois as of the date and year
last above written.
HARRIS TRUST AND SAVINGS BANK
By: /s/ Michael S. Cameli
-------------------------------
Name: Michael S. Cameli
Title: Vice President
4
<PAGE> 1
EXHIBIT 10.12
SECOND AMENDMENT TO CREDIT AGREEMENT
Harris Trust and Savings Bank
Chicago, Illinois
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
January 30, 1998 (the "Credit Agreement"), between the undersigned, Midwest Banc
Holdings, Inc. and Midwest One Mortgage Services, Inc., as "Borrowers", and
Harris Trust and Savings Bank, as "Bank." All capitalized terms used herein
without definition shall have the same meanings herein as such terms have in the
Credit Agreement.
The Borrowers have requested that the Bank modify Section 8.10 (Minimum
Consolidated Tangible Net Worth) and eliminate Section 8.16 (Dividends and
Certain other Restricted Payments), and the Bank is willing to do so under the
terms and conditions set forth in this agreement (herein, the "Amendment").
Section 1. Amendments.
Subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement shall be and hereby is amended as follows:
1.1 Section 8.10 of the Credit Agreement shall be amended
and restated in its entirety to read as follows:
Section 8.10. Minimum Consolidated Tangible Net
Worth. The Company shall at all times maintain Consolidated
Tangible Net Worth of not less than $65,000,000.
1.2 Section 8.16 of the Credit Agreement shall be amended
and restated in its entirety to read as follows:
Section 8.16. Intentionally deleted.
Section 2. Conditions Precedent.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
(a) The Borrowers and the Bank shall have executed and
delivered this Amendment.
<PAGE> 2
(b) Legal matters incident to the execution and delivery of
this Amendment shall be satisfactory to the Bank and its counsel.
Section 3. Representations.
In order to induce the Bank to execute and deliver this Amendment, the
Borrowers hereby represent to the Bank that as of the date hereof the
representations and warranties set forth in Section 6 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 6.5 shall be deemed to refer to the most recent
consolidated financial statements of the Company delivered to the Bank) and the
Borrowers are in compliance with the terms and conditions of the Credit
Agreement and no Default or Event of Default has occurred and is continuing
under the Credit Agreement or shall result after giving effect to this
Amendment.
Section 4. Miscellaneous.
(a) The Company has heretofore executed and delivered to the Bank
certain Collateral Documents and the Company hereby acknowledges and agrees
that, notwithstanding the execution and delivery of this Amendment, the
Collateral Documents remain in full force and effect and the rights and remedies
of the Bank thereunder, the obligations of the Company thereunder and the liens
and security interests created and provided for thereunder remain in full force
and effect and shall not be affected, impaired or discharged hereby. Nothing
herein contained shall in any manner affect or impair the priority of the liens
and security interests created and provided for by the Collateral Documents as
to the indebtedness which should be secured thereby prior to giving effect to
this Amendment.
(b) Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.
(c) The Borrowers agree to pay on demand all costs and expenses of or
incurred by the Bank in connection with the negotiation, preparation, execution
and delivery of this Amendment, including the fees and expenses of counsel for
the Bank.
(d) This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each such
counterparts shall for all purposes be deemed to be an original. This Amendment
shall be governed by the internal laws of the State of Illinois.
[Signature Page to Follow]
2
<PAGE> 3
This Second Amendment to Credit Agreement is dated as of January 7,
1999.
MIDWEST BANC HOLDINGS, INC.
By: /s/ Robert L. Woods
------------------------------
Name: Robert L. Woods
Title: President
MIDWEST ONE MORTGAGE SERVICES, INC.
By: /s/ Daniel R. Kadolph
------------------------------
Name: Daniel R. Kadolph
Title: Treasurer
Accepted and agreed to in Chicago, Illinois as of the date and year
last above written.
HARRIS TRUST AND SAVINGS BANK
By: /s/ Michael S. Cameli
------------------------------
Name: Michael S. Cameli
Title: Vice President
3
<PAGE> 1
EXHIBIT 10.13
THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT
Harris Trust and Savings Bank
Chicago, Illinois
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
January 30, 1998 (the "Credit Agreement"), between Midwest Banc Holdings, Inc.
and Harris Trust and Savings Bank. All capitalized terms used herein without
definition shall have the same meanings herein as such terms have in the Credit
Agreement.
The Company has requested that the Bank waive the Company's
non-compliance with Section 8.10 of the Credit Agreement (Minimum Consolidated
Tangible Net Worth) through the period ending December 31, 1999, amend the
definition of "Consolidated Tangible Net Worth", extend the Termination Date to
January 31, 2002, and amend Section 8.10 (Minimum Consolidated Tangible Net
Worth) and Section 8.11 (Indebtedness for Borrowed Money), and the Bank is
willing to do so under the terms and conditions set forth in this agreement
(herein, the "Amendment").
SECTION 1. WAIVER.
The Company has informed the Bank that as of December 31, 1999, the
Company was not in compliance Section 8.10 of the Credit Agreement (Minimum
Consolidated Tangible Net Worth). The Company has requested that the Bank waive
compliance with Section 8.10 of the Credit Agreement as of December 31, 1999,
and, by signing in the space provided for that purpose below, the Bank hereby
agrees to waive compliance with Section 8.10 of the Credit Agreement through,
and only through, the period ending December 31, 1999. The waiver set forth in
this Section 1 shall be effective upon the satisfaction of the conditions
precedent set forth in Section 3 below.
SECTION 2. AMENDMENTS.
Subject to the satisfaction of the conditions precedent set forth in
Section 3 below, the Credit Agreement shall be and hereby is amended as follows:
2.1. The definition of "Consolidated Tangible Net Worth"
appearing in Section 5.1 of the Credit Agreement shall be amended and
restated in its entirety to read as follows:
"Consolidated Tangible Net Worth" means, as of any
time the same is to be determined, the total shareholders'
equity (including capital stock, additional paid-in-capital
and retained earnings after
<PAGE> 2
deducting treasury stock, but excluding minority interests in
Subsidiaries) which would appear on the balance sheet of the
Company and its Subsidiaries determined on a consolidated
basis in accordance with RAP (the term "RAP" being defined
herein to mean the accounting rules and regulations as in
effect from time to time established by the appropriate
governmental bank regulatory authority having jurisdiction
over the Company and its Subsidiaries), less the aggregate
book value of all assets which would be classified as
intangible assets under RAP, including, without limitation,
goodwill, patents, trademarks, trade names, copyright,
franchises and deferred charges (including, without
limitation, unamortized debt discount and expense,
organization costs and deferred research and development
expense) and similar assets.
2.2. The definition of "Termination Date" appearing in Section
5.1 of the Credit Agreement shall be amended and restated in its
entirety to read as follows:
"Termination Date" means January 31, 2002, or such
later date to which the Termination Date is extended pursuant
to Section 1.3 hereof, or such earlier date on which the
Commitment is terminated in whole pursuant to Section 3.4,
3.5, 9.2 or 9.3 hereof.
2.3. Section 8.10 of the Credit Agreement shall be amended and
restated in its entirety to read as follows:
Section 8.10. Minimum Consolidated Tangible Net
Worth. The Company shall at all times maintain Consolidated
Tangible Net Worth of not less than $70,000,000.
2.4. Section 8.11 of the Credit Agreement shall be amended by
deleting the word "and" appearing after subsection (g) and deleting
subsection (h) in its entirety and adding a new subsection (h) and (i)
which shall read as follows:
(h) indebtedness consisting of junior subordinated
debentures (which obligations shall be junior and subordinated
to the prior payment in full of the Obligations on terms and
conditions satisfactory to the Bank) issued in connection with
trust preferred securities issued by one or more of the
Company's Wholly-Owned Subsidiaries; and
(i) indebtedness not otherwise covered under this
Section in an aggregate amount not to exceed $2,000,000 at any
one time outstanding.
2
<PAGE> 3
SECTION 3. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
3.1 The Company and the Bank shall have executed and delivered
this Amendment.
3.2 Legal matters incident to the execution and delivery of
this Amendment shall be satisfactory to the Bank and its counsel.
3.3 The Company shall have paid to the Bank an amendment fee
of $15,000.
SECTION 4. REPRESENTATIONS.
In order to induce the Bank to execute and deliver this Amendment, the
Company hereby represents to the Bank that the representations and warranties
set forth in Section 6 of the Credit Agreement are and shall be and remain true
and correct (except that the representations contained in Section 6.5 shall be
deemed to refer to the most recent consolidated financial statements of the
Company delivered to the Bank) and the Company is in compliance with the terms
and conditions of the Credit Agreement and no Default or Event of Default has
occurred and is continuing under the Credit Agreement or shall result after
giving effect to this Amendment.
SECTION 5. MISCELLANEOUS.
5.1 The Company has heretofore executed and delivered to the Bank
certain Collateral Documents and the Company hereby acknowledges and agrees
that, notwithstanding the execution and delivery of this Amendment, the
Collateral Documents remain in full force and effect and the rights and remedies
of the Bank thereunder, the obligations of the Company thereunder and the liens
and security interests created and provided for thereunder remain in full force
and effect and shall not be affected, impaired or discharged hereby. Nothing
herein contained shall in any manner affect or impair the priority of the liens
and security interests created and provided for by the Collateral Documents as
to the indebtedness which would be secured thereby prior to giving effect to
this Amendment.
5.2 Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.
3
<PAGE> 4
5.3 The Company agrees to pay on demand all costs and expenses of or
incurred by the Bank in connection with the negotiation, preparation, execution
and delivery of this Amendment, including the fees and expenses of counsel for
the Bank.
5.4 This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
5.5 The Company hereby represents to the Bank that Midwest One Mortgage
Services, Inc., has been dissolved and, as a result, Midwest One Mortgage
Services, Inc., shall no longer be considered a Borrower under the Credit
Agreement. The Company and the Bank hereby agree that all references in the
Credit Agreement to the term "Borrowers" or "Borrower" shall be deemed a
reference solely to the Company.
[SIGNATURE PAGE TO FOLLOW]
4
<PAGE> 5
This Third Amendment and Waiver to Credit Agreement is dated as of
January 17, 2000.
MIDWEST BANC HOLDINGS, INC.
By /s/ Robert L. Woods
-------------------------
Name Robert L. Woods
-------------------
Title President/CEO
-------------------
Accepted and agreed to in Chicago, Illinois as of the date and year
last above written.
HARRIS TRUST AND SAVINGS BANK
By /s/ Michael S. Cameli
-------------------------
Name Michael S. Cameli
-------------------
Title Vice President
-------------------
5
<PAGE> 1
EXHIBIT 21.1
SUBSIDIARIES OF THE REGISTRANT
MIDWEST BANC HOLDINGS, INC.
Midwest Bank and Trust Company
Midwest Bank
Midwest Bank of McHenry County
Midwest One Financial Services, L.L.C.
Midwest Bank of Western Illinois
Porter Insurance Agency, Inc.
First Midwest Data Corp.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference of our report, included
herein, dated January 15, 2000, relating to the consolidated financial
statements of Midwest Banc Holdings, Inc. and subsidiaries as of December 31,
1999 and 1998 and for the two years then ended in the two Registration
Statements on Form S-8 for the "Midwest Banc Holdings, Inc. 1996 Stock Option
Plan" and "Midwest Banc Holdings, Inc. Employees' Retirement Plan" filed by the
Company with the Securities and Exchange Commission on July 7, 1998 and July 10,
1998, respectively.
/s/ Crowe, Chizek and Company LLP
Oak Brook, Illinois
March 29, 2000
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