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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission file number: 33-80333
First Decatur Bancshares, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 37-1085161
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
130 North Water Street, Decatur, Illinois 62523
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (217) 424-1111
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant at February 28, 1998 was $51,826,068. For purposes of this
determination, directors and executive officers of the Registrant, along with
the Registrant's Employee Stock Ownership Plan (approximately 14% of
outstanding common shares) have been presumed to be affiliates. The market for
Common Stock of the Registrant is very limited; market value is based upon
$21.00 per share, the most recent sale price known to management.
2,878,487 shares of the Registrant's common stock, par value $.01 per share,
were outstanding at February 28, 1998.
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TABLE OF CONTENTS
PART I
PAGE NO.
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Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . 5
Information Regarding Bancshares . . . . . . . . . . . 5
Description of Business . . . . . . . . . . . . . 5
Acquisitions and Mergers . . . . . . . . . . . . . 5
Local Market and Economy . . . . . . . . . . . . . 6
Banking Subsidiaries . . . . . . . . . . . . . . . 6
Lending Activities . . . . . . . . . . . . . . . . 6
Deposits and Financial Service . . . . . . . . . . 7
Competition . . . . . . . . . . . . . . . . . . . 8
Fiscal and Monetary Policies . . . . . . . . . . 8
Employees . . . . . . . . . . . . . . . . . . . . 8
Information Regarding FirsTech . . . . . . . . . . . . 9
Description of Business . . . . . . . . . . . . . 9
Competition . . . . . . . . . . . . . . . . . . . 9
Supervision and Regulation . . . . . . . . . . . . . . 10
General . . . . . . . . . . . . . . . . . . . . . 10
Community Reinvestment Act . . . . . . . . . . . 10
Deposit Insurance . . . . . . . . . . . . . . . . 11
Capital Adequacy . . . . . . . . . . . . . . . . 11
Dividends . . . . . . . . . . . . . . . . . . . . 11
Acquisition and Expansion . . . . . . . . . . . . 12
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . 13
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . 14
Item 4. Submission of Matters to a Vote of Security Holders . 14
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . . . 14
Item 6. Selected Financial Data . . . . . . . . . . . . . . . 15
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . 16
Results of Operations . . . . . . . . . . . . . . 16
Net Interest Income . . . . . . . . . . . . 16
Provision for Loan Losses . . . . . . . . . 19
Other Income . . . . . . . . . . . . . . . 20
Other Expense . . . . . . . . . . . . . . . 21
Income Taxes . . . . . . . . . . . . . . . 22
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TABLE OF CONTENTS
PAGE NO.
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Financial Condition . . . . . . . . . . . . . . . 22
Cash and Cash Equivalents . . . . . . . . . 22
Securities . . . . . . . . . . . . . . . . 22
Loans . . . . . . . . . . . . . . . . . . . 25
Nonperforming Assets . . . . . . . . . . . 26
Allowance for Loan Losses and Impaired Loans 28
Premises and Equipment . . . . . . . . . . . 30
Other Assets . . . . . . . . . . . . . . . . 30
Deposits . . . . . . . . . . . . . . . . . 30
Borrowings . . . . . . . . . . . . . . . . . 31
Other Liabilities . . . . . . . . . . . . . 31
Capital . . . . . . . . . . . . . . . . . . 31
Inflation and Changing Prices . . . . . . . 32
Liquidity . . . . . . . . . . . . . . . . . 32
Market Risk and Interest Rate Sensitivity. . 32
Capital Resources . . . . . . . . . . . . . 35
Year 2000 . . . . . . . . . . . . . . . . . 35
New Accounting Pronouncements . . . . . . . 35
Item 8. Financial Statements . . . . . . . . . . . . . . . . 39
Consolidated Balance Sheet . . . . . . . . . . . . 39
Consolidated Statement of Income . . . . . . . . . 40
Consolidated Statement of Changes in Stockholders Equity 41
Consolidated Statement of Cash Flows . . . . . . 42
Notes to Consolidated Financial Statements . . . . 43
Independent Auditor's Report . . . . . . . . . . . 61
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure . . . . . . . . . . . . . . 62
PART III
Item 10. Directors and Executive Officers of the Registrant 62
Item 11. Executive Compensation . . . . . . . . . . . . . 63
Annual Compensation . . . . . . . . . . . . . . . 63
Retirement Income Plan . . . . . . . . . . . . . 65
Director Compensation . . . . . . . . . . . . . . 65
Employment Contracts . . . . . . . . . . . . . . . 66
Item 12. Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . 67
Item 13. Certain Relationships and Related Transactions . . 69
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TABLE OF CONTENTS
PAGE NO.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K . . . . . . . . . . . . . . . . . . . . 70
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 71
Supplemental Information . . . . . . . . . . . . . . . . . . 71
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . 72
Exhibit 21.1 Registrant's Subsidiaries . . . . . . . . 73
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PART I
ITEM 1. BUSINESS
INFORMATION REGARDING BANCSHARES
DESCRIPTION OF BUSINESS
First Decatur Bancshares, Inc. ("Bancshares"), a Delaware corporation, was
organized on February 28, 1980 and is a registered bank holding company under
the Bank Holding Company Act of 1956, as amended (the "BHCA"). Bancshares owns
all of the outstanding capital stock of the First National Bank of Decatur
("Decatur Bank"), FirsTech, Inc. ("FirsTech") and the First Trust Bank of
Shelbyville ("Shelby Bank"). The Decatur Bank, FirsTech and the Shelby Bank
are referred to as the "Subsidiaries."
The principal activity of Bancshares is the ownership and management of
the Subsidiaries. The Board of Directors of Bancshares establishes corporate
policy, strategy and goals for Decatur Bank, Shelby Bank and FirsTech.
Substantially all of the income of Bancshares is derived from dividends
received from its subsidiaries. The amount of dividends payable by the Decatur
Bank and Shelby Bank are subject to certain regulatory restrictions. See
"Supervision and Regulation."
At December 31, 1997, Bancshares had consolidated total assets of
approximately $392.2 million and stockholders' equity of $52.3 million.
Bancshares had consolidated total revenue of $34.7 million and net income of
$5.1 million for the year ended December 31, 1997. Refer to Note 18 -
"Business Industry Segments" of the Notes to the Consolidated Financial
Statements for financial information relating to Bancshare's industry segments.
ACQUISITIONS AND MERGERS
On April 1, 1996, Bancshares completed the acquisition of First Shelby
Financial Group, Inc. ("First Shelby") and its subsidiary bank, Shelby Bank.
As a result of the transaction, First Shelby became a wholly owned subsidiary
of Bancshares, and each share of First Shelby Common Stock outstanding
immediately prior to the merger was converted into 45.68 shares of Bancshares
Common Stock. Bancshares issued 695,852 shares of its common stock in exchange
for all of the issued and outstanding shares of First Shelby. Cash of
approximately $125,000 was paid to one First Shelby dissenting shareholder for
5,481 shares. No other cash, except for fractional shares, was paid in the
transaction.
The pooling-of-interest method of accounting for business combinations was
used to account for this transaction. Accordingly, the results of operations
and financial position of Bancshares and First Shelby have been combined as if
the combination had been in effect for all periods presented.
On May 13, 1997 First Shelby was dissolved and its subsidiary, First Trust
Bank of Shelbyville, is now a wholly owned subsidiary of Bancshares. The net
assets of First Shelby totaled $11,492,000 on May 13, 1997 and were transferred
to Bancshares.
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LOCAL MARKET AND ECONOMY
Decatur is the largest city in Macon County, Illinois and is a major
manufacturing center in Central Illinois. Jobs in the manufacturing sector are
divided among 10 major employers: Caterpillar, Archer Daniels Midland Co., A.
E. Staley Mfg. Co., Bridgestone/Firestone, Wagner Castings Co., Mueller Co.,
Zexel Illinois, Inc., PPG Industries Inc. and Taylor Pharmacal Co. The largest
employers of non-manufacturing sector jobs are the Decatur School District, two
local hospitals, and Illinois Power Company.
Because a substantial number of employees work for companies that are
under union labor contracts, labor discord and unrest have an impact on the
local economy along with swings in the national economy which effect levels of
employment. Also, with Caterpillar employment levels somewhat dependent on
international sales and Bridgestone/Firestone and Wagner Castings Co.
employment levels dependent on the production and sales to the U.S. automobile
market, Bancshares management carefully monitors what is happening in those
particular industries. The agri-businesses of Archer Daniels Midland Co. and
A. E. Staley Mfg. Co. are not effected by adverse conditions in any one segment
of the economy to the extent that the other manufacturing industries are
affected.
BANKING SUBSIDIARIES
The Decatur Bank is a national banking association located in Decatur,
Illinois. It is operated as a community bank -- a locally-owned and operated
financial institution that uses professional, highly motivated employees to
provide individualized, quality services with personal, "hometown" attention.
The Shelby Bank is an Illinois banking association located in Shelbyville,
Illinois.
The Decatur Bank and the Shelby Bank offer a full range of financial
services to commercial, industrial, and individual customers. These services
include demand, savings, and time deposit accounts and programs including
individual retirement accounts and interest and non-interest bearing checking
accounts; commercial, consumer, agricultural, and real estate lending including
installment loans and personal lines of credit; safe deposit and night
depository services; farm management; and additional services tailored to the
needs of individual customers. In addition, the Decatur Bank and the Shelby
Bank offer an array of non-deposit investment products including mutual funds,
annuities and discount brokerage. The Decatur Bank and the Shelby Bank also
operate full service trust departments.
Principal sources of income are interest and fees on loans and
investments, trust fees and service fees. Their principal expenses are
interest paid on deposits and general operating expenses.
LENDING ACTIVITIES
The lending activities of Bancshares are separated into three lending
areas: commercial/ agricultural, consumer and real estate. Loans are
originated by lending officers at the Decatur Bank and the Shelby Bank. Loan
applications that exceed the loan approval authority of the lending officers
are sent to a Loan Committee. Each Bank has a Loan Committee. The Loan
Committees review and approve loans up to the Bank's legal lending limit,
monitor concentrations of credit, problem and past due loans and charge-offs of
uncollectible loans, and formulate recommendations regarding loan policy
modifications, loan classifications and loan charge-offs. In addition,
Bancshares maintains a separate loan review department. The loan review
department is responsible for monitoring loan activities and ensuring
compliance with loan policies and authorities by loan officers.
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Bancshares maintains conservative loan policies and underwriting practices
in order to address and manage loan risks. These policies and practices
include (i) granting loans on a sound and collectible basis, (ii) investing
funds profitably for the benefit of the shareholders and the protection of the
depositors, (iii) serving the legitimate needs of the community and the general
market area while obtaining a balance between maximum yield and minimum risk,
(iv) ensuring that primary and secondary sources of repayment are adequate in
relation to the amount of the loan, (v) administering loan policies through a
directors loan committee, (vi) developing and maintaining adequate
diversification of the loan portfolio as a whole and of the loans within each
category, (vii) ensuring that each loan is properly documented and, if
appropriate, secured or guaranteed by government agencies, and that insurance
coverage is adequate, especially with respect to certain agricultural loans
because of the risks of poor weather, and (viii) developing and applying
adequate collection procedures.
Bancshares' commercial loans include secured and unsecured loans,
including real estate loans, to individuals and companies for a myriad of
business purposes and to governmental units within the market area of the
Decatur Bank and the Shelby Bank. Bancshares does not have a concentration of
commercial loans in any single industry or business. As of December 31, 1997,
Bancshares had commercial loans of approximately $45.8 million (22.6% of the
loan portfolio), which includes $7.8 million in agricultural credits, $6.7
million in construction loans and $1.6 million in loans to tax exempt entities.
Bancshares' consumer loans include secured and unsecured loans for
personal, family or household purposes, such as automobile installment loans
and personal lines of credit. The consumer lending officers also handle some
business loans for fleet vehicles and small equipment purchases as well as
floor plan loans for both new and used automobile dealers. In addition, home
equity loans and some home improvement loans are also granted. As of December
31, 1997, Bancshares had consumer installment loans of approximately $62.6
million, which represents approximately 30.9% of the loan portfolio.
Bancshares' real estate lending activities consist of residential mortgage
lending. In addition, the Decatur Bank offers 15 to 30 year mortgages that it
sells in the secondary market to the Federal National Mortgage Association
("FNMA"). The Decatur Bank retains servicing rights on loans sold to FNMA. As
of December 31, 1997, Bancshares had loans totaling approximately $93.9 million
for residential real estate purposes, which represents 46.5% of the total loan
portfolio. In addition, the Decatur Bank sold $13.1 million of residential
mortgages in the secondary market during 1997. Mortgage loans serviced for FNMA
totaled $67.0 million as of December 31, 1997.
DEPOSITS AND FINANCIAL SERVICE
The principal deposit services offered by Bancshares are demand, savings
and time deposit accounts and programs, which include interest and non-interest
bearing demand deposits and individual retirement accounts. During 1997, total
average deposits of Bancshares were approximately $312.7 million, consisting of
average demand deposits of $116.2 million, average savings deposits of $45.4
million, and average time deposits of $151.1 million.
To attract and retain stable depositors, Bancshares markets various
programs such as Classic Ones and Senior Savers, which assist senior citizens
in their banking needs, and FirstCheque, a "debit card" or "check card". In
addition, Bancshares has offered brokerage services since 1985.
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Bancshares' trust departments are among the largest in the Central
Illinois market with approximately 860 trust accounts under management as of
December 31, 1997. The trust department provides a full complement of asset
management services for individuals and companies. The trust departments had
assets under management of approximately $343 million at December 31, 1997.
Bancshares also provides farm management, farm consultation, farm
appraisal and farm real estate brokerage services through its farm management
departments. At December 31, 1997, the farm management departments served 182
clients with 201 farms as well as managed or directed approximately 44,000
acres of farmland in Macon County, Illinois, Shelby County, Illinois and
surrounding counties.
COMPETITION
The activities in which Bancshares engages are highly competitive.
Bancshares primarily serves a market area consisting of Macon County, Illinois,
Shelby County, Illinois, and surrounding communities. Within this market area,
each activity engaged in by Bancshares involves competition with other banks,
as well as with non-banking financial institutions and non-financial
enterprises. Bancshares estimates its share of the savings deposit base to be
approximately 18% in Macon County and 19% in Shelby County and estimates its
share of the loan market to be approximately 25% in Macon County and 11% in
Shelby County. Bancshares encounters active competition to obtain deposits and
make loans, in the scope and types of services offered, in interest rates paid
on time deposits and charged on loans, in providing full brokerage, trust,
investment, and farm management services and other aspects of banking.
FISCAL AND MONETARY POLICIES
The commercial banking business is affected not only by general economic
conditions, but also by the fiscal and monetary policies of the Federal Reserve
Board. Changes in the discount rate on Federal Reserve member bank borrowings,
availability of borrowings at the Federal Reserve "discount window", open
market operations, the imposition of and changes in reserve requirements
against member banks' deposits, the imposition of and changes in reserve
requirements against certain borrowings by member banks and their affiliates,
and the placing of limits on interest rates which member banks may pay on time
and savings deposits are some of the instruments of fiscal and monetary policy
available to the Federal Reserve Board. Fiscal and monetary policy influences
to a significant extent the overall growth of bank loans, investments and
deposits and the interest rates charged on loans or paid on time and savings
deposits. The nature of future monetary policies and the effect of such
policies on the future business and earnings of Bancshares, the Decatur Bank
and the Shelby Bank cannot be predicted.
EMPLOYEES
As of December 31, 1997, Bancshares had a total of 233 employees,
consisting of 188 full-time employees and 45 part-time employees. None of the
employees are represented by a union or similar group.
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INFORMATION REGARDING FIRSTECH
DESCRIPTION OF BUSINESS
In 1988 Bancshares organized FirsTech, a retail payment processing
company. FirsTech provides the following services to electric, water and gas
utilities, telecommunication companies, cable television firms and charitable
organizations: retail lockbox processing of payments delivered by mail to the
biller; processing of payments delivered by customer to pay agents such as
grocery stores, convenience stores and check cashers; and concentration of
payments delivered by the Automated Clearing House ("ACH") network, money
management software such as QUICKEN and through networks such as Visa e-Pay and
Mastercard RPS. For the years ended December 31, 1997, 1996 and 1995, FirsTech
accounted for $4,838,000 (14%), $6,230,000 (17%), and $9,661,000 (26%),
respectively, of the consolidated total revenues of Bancshares (prior to the
elimination on a consolidated basis of inter-company transactions) and
accounted for $636,000 (9%), $774,000 (11%), and $1,396,000 (22%),
respectively, of the consolidated income before income tax of Bancshares.
FirsTech provides retail lockbox processing for organizations through the
firm's Decatur, Illinois and Hammond, Indiana processing centers. For 1997,
remittance processing for these companies accounted for approximately 50% of
the total revenue of FirsTech.
FirsTech processes payments delivered by customers to pay agents in the
firm's Decatur center. Many businesses and merchants such as grocery stores
and convenience stores located throughout Illinois, Indiana, Ohio, Michigan,
Missouri, Maine, Florida and the province of Alberta serve as agents of
utilities in collecting customer payments. In 1997, the remittance collection
business for these companies accounted for approximately 41% of the total
revenue of FirsTech.
FirsTech's contracts to process payments for Ameritech, Inc. expired in
1996 and were not renewed. The loss of Ameritech, Inc. was the main
contributor to the decrease in FirsTech's total revenue and net income.
FirsTech provided both remittance processing and remittance collection services
for Ameritech, Inc. For the years ended December 31, 1997, 1996 and 1995 these
services represented approximately 1%, 26%, and 61%, respectively, of
FirsTech's total revenue and approximately 0%, 5%, and 16%, respectively, of
total consolidated revenue of Bancshares.
During 1997, FirsTech was informed that its contract to process payments
for Florida Power and Light would not be renewed. The final phase-out of this
contract will be during the first quarter of 1998. Also, during 1997 FirsTech
signed contracts with the March of Dimes and Sprint Spectrum to provide retail
lockbox processing. The income from the two new contracts is expected to
negate any income losses from Florida Power and Light.
COMPETITION
FirsTech competes in the retail payment processing business with companies
that range from large national companies to small, local businesses. In
addition, many companies do their own remittance processing rather than out-
source the work to an independent processor such as FirsTech. The principal
methods of competition in the remittance processing industry are pricing of
services, use of technology and quality of service.
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SUPERVISION AND REGULATION
GENERAL
Bank holding companies and banks are extensively regulated under federal
and state laws and regulations. As a result, the business, financial condition
and prospects of Bancshares and its subsidiaries can be affected not only by
management decisions and general economic conditions, but also by applicable
statutes and regulations and other regulatory pronouncements and policies
adopted by regulatory agencies with authority over Bancshares and its
subsidiaries. The effect of such statutes, regulations and other
pronouncements and policies can be significant, cannot be predicted with a high
degree of certainty and can change over time. The following information
describes the material state and federal statutory and regulatory provisions
affecting the businesses of Bancshares, Decatur Bank and Shelby Bank, and such
discussion is qualified in its entirety by reference to such statutes and
regulations. These laws and regulations are generally designed for the
protection of bank depositors and not the shareholders of Bancshares.
Bancshares is currently registered as a "bank holding company" with the
Federal Reserve Board. As such, Bancshares is currently subject to supervision
by the Federal Reserve Board under the BHCA. Bank holding companies are
required to file with the Federal Reserve Board periodic reports and such
additional information as the Federal Reserve Board may require pursuant to the
BHCA. The Federal Reserve Board examines Bancshares and may examine its
affiliated financial institutions.
Shelby Bank is an Illinois State bank chartered under the Illinois Banking
Act. Shelby Bank is subject to regulation, supervision and examination by the
Office of Banks and Real Estate, State of Illinois, under the Illinois Banking
Act and by the Federal Deposit Insurance Corporation ("FDIC") under the
provisions of the Federal Deposit Insurance Act. The FDIC and the Office of
Banks and Real Estate regularly examine such areas as reserves, loans,
investments, management practices and other aspects of Shelby Bank's
operations. In addition to these regular examinations, Shelby Bank must
furnish to the FDIC and the Office of Banks and Real Estate quarterly reports
containing a full and accurate statement of affairs. The deposits of Shelby
Bank are insured by the Bank Insurance Fund (the "BIF") which is administered
by the FDIC.
Decatur Bank is a national bank chartered under the banking laws of the
United States. Decatur Bank is a member bank of the Federal Reserve System and
its deposits are insured by the BIF of the FDIC. Decatur Bank's operations are
also subject to the regulations of the Office of the Comptroller of the
Currency (the "OCC"), the Federal Reserve Board and the FDIC. The OCC is the
primary supervisory authority regulating Decatur Bank. The OCC regularly
examines such areas as reserves, loans, investments, management practices and
other aspects of Decatur Bank's operations. In addition to these regular
examinations, Decatur Bank must furnish to the OCC and FDIC quarterly reports
containing a full and accurate statement of affairs.
COMMUNITY REINVESTMENT ACT
In 1977 Congress enacted the Community Reinvestment Act (the "CRA") to
encourage banks and thrifts to help meet the credit needs of their entire
communities, including low- and moderate-income neighborhoods, consistent with
safe and sound lending practices. On April 19, 1995, Federal banking agencies
adopted a new rule amending the CRA. The new CRA rule was phased in over a
period of time and became fully effective July 1, 1997. All institutions are
evaluated under CRA
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performance tests which include the following: (I) thelending test, which
evaluates an institution's record of helping to meet its assessment area's
credit needs through its lending activities by evaluating home mortgage,
small business and community development lending; (ii) an investment test,
which evaluates a financial institution's record of meeting assessment area
credit needs through qualified investments within its assessment area; and
(iii) a service test, by which the FDIC analyzes the availability and
effectiveness of a financial institution's system for delivering retail
banking services and the extent and innovativeness of its community
development services.
The FDIC assigns a rating of outstanding, satisfactory, needs to improve
or substantial noncompliance, depending upon an institution's performance under
each of the tests. Regulatory agencies take into account a financial
institution's rating when evaluating various types of applications, such as
applications for branches, office relocations, mergers, consolidations, and
purchase and assumption transactions, and may deny or condition approval of an
application on the basis of an unsatisfactory CRA rating. In reviewing
applications by bank holding companies, the Federal Reserve Board takes into
account the record of compliance of a holding company's subsidiary banking
institutions with the CRA. The Decatur Bank and the Shelby Bank were assigned
composite ratings of "outstanding" and "satisfactory," respectively, in their
most recent CRA examinations.
DEPOSIT INSURANCE
The Decatur Bank's and the Shelby Bank's deposits are insured by the FDIC
under the BIF. The FDIC also maintains the Savings Association Insurance Fund
(the "SAIF), which primarily insures savings association deposits. Applicable
law requires that the SAIF and BIF funds each achieve and maintain a ratio of
insurance reserves to total deposits equal to 1.25%. The BIF reached this 1.25%
reserve level during 1995, and the FDIC announced a reduction in BIF premiums
for most banks. Based on this reduction, the Decatur Bank and the Shelby
Bank paid $.126 per $1,000 of deposits during 1997.
CAPITAL ADEQUACY
Refer to Note 14 - "Regulatory Capital" of the Notes to the Consolidated
Financial Statements for a discussion of Capital Adequacy as well as a summary
of ratios at December 31, 1997 and 1996.
DIVIDENDS
Bancshares' stockholders are entitled to receive such dividends as are
declared by the Board of Directors, which considers payment of dividends
quarterly. While Bancshares anticipates paying quarterly dividends in the
future, the timing and amount of dividends will depend upon the earnings,
capital requirements and financial condition of Bancshares as well as general
economic conditions and other relevant factors affecting Bancshares. The
ability of the Company to pay dividends is dependent upon its receipt of
dividends from the Decatur Bank, the Shelby Bank and FirsTech.
The Decatur Bank may not pay a dividend in any calendar year in excess of
its net profits for the current year plus its adjusted retained profits for the
two prior years, unless it obtains OCC approval. Net profits from which
dividends may be paid must be adjusted for losses and the amount of statutory
bad debts in excess of the balance of the Bank's allowance for possible credit
losses. As of January 1, 1998, Decatur Bank had approximately $4.9 million
legally available to pay dividends without prior approval of the OCC, provided
Decatur Bank maintains adequate capital.
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Under the Illinois Banking Act, Shelby Bank may not declare dividends
except out of net profits and unless Shelby Bank has transferred to surplus at
least one-tenth of its net profits since the date of the declaration of the
last preceding dividend, until the amount of its surplus is at least equal to
its capital. Net profits under the Illinois Banking Act must be adjusted for
losses and bad debts. As of January 1, 1998, Shelby Bank had approximately
$10.9 million available to pay dividends.
Additionally, the payment of dividends by any financial institution or its
holding company is affected by the requirement to maintain adequate capital
pursuant to applicable capital adequacy guidelines and regulations. Bancshares
and its subsidiaries will be unable to pay dividends in an amount that would
reduce its capital below the amount required by the FDIC. Banking regulators
also have the authority to prohibit the payment of any dividends by Bancshares
or any of its subsidiaries if it is determined the distribution would
constitute an unsafe or unsound practice.
ACQUISITIONS AND EXPANSION
The BHCA requires Bancshares to obtain the prior approval of the Federal
Reserve Board before merging with or consolidating into another bank holding
company, acquiring substantially all the assets of any bank or bank holding
company or acquiring direct or indirect ownership or control of more than 5% of
the voting shares of any bank or bank holding company. In its approval
process, the Federal Reserve Board is required to weigh the expected benefit to
the public, such as greater convenience and increased competition, against the
risks of possible adverse effects, such as undue concentration of resources,
decreased or unfair competition, conflicts of interest or unsound banking
practices. The Federal Reserve Board also gives consideration to compliance
with the CRA, including the rating assigned by the FDIC.
The BHCA prohibits Bancshares, with certain exceptions, from acquiring
direct or indirect ownership or control of more than 5% of the voting shares of
any company which is not a bank and from engaging in any business other than
that of banking, managing and controlling banks or furnishing services to banks
and their subsidiaries. Bancshares, however, may engage in, and may own shares
of companies engaged in, certain businesses determined by the Federal Reserve
Board to be so closely related to banking or managing or controlling banks as
to be a proper incident thereto. The BHCA does not place territorial
restrictions on the activities of non-bank subsidiaries of bank holding
companies.
Traditionally, all banks in Illinois have been restricted as to the number
and geographic location of branches that they could establish. Effective June
7, 1993, the Illinois Banking Act was amended to expand the branching rights of
all banks located in Illinois. The Illinois Banking Act now permits banks in
Illinois to maintain any number of branches anywhere within the State of
Illinois, without regard to any numeric, geographic or home office protection
limits.
On September 29, 1994, the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Branching Act") was enacted. Since September 29,
1995, the Branching Act has permitted bank holding companies that are
adequately capitalized and adequately managed to acquire banks located in any
other state, provided that the acquisition does not result in the bank holding
company controlling more than 10% of the deposits in the United States, or 30%
or more of the deposits in the state in which the bank to be acquired is
located. As of June 1, 1997, the Branching Act also allows interstate
branching and merging of existing banks. States that enacted legislation
before June 1, 1997 could elect to prohibit interstate branching and merger
transactions. This applies equally to all out-of-state banks and expressly
prohibits mergers involving out-of-state banks. This state "opt out"
12
<PAGE>
provision does not apply to bank holding company acquisitions. The State of
Illinois has enacted legislation opting in the Branching Act effective
June 1, 1997.
As a result of the Branching Act, Bancshares is currently permitted to
acquire banks located in any state outside Illinois and any organization
located outside Illinois is permitted to acquire Bancshares. These provisions
should not materially affect Bancshares because Illinois law, for several
years, has permitted institutions located in any state of the United States to
acquire banks or bank holding companies within Illinois subject to the ability
of Illinois institutions to acquire banks and bank holding companies in such
other state on similar conditions as Illinois law. The fact that Illinois has
decided to permit interstate branching beginning June 1, 1997, means that if
Bancshares did acquire an institution outside Illinois, Bancshares could, if it
deemed it appropriate, convert such institution's offices into branches of the
Decatur Bank or any other banking subsidiary then in existence. Bancshares,
however, does not have any current plans to acquire any banking organization
located outside the state of Illinois.
ITEM 2. PROPERTIES
Bancshares principal executive offices are located at 130 North Water
Street, Decatur, Illinois, which is also the main banking office of the Decatur
Bank. The building consists of a three-story office building containing
approximately 10,000 square feet of office space, all of which is utilized by
the Decatur Bank. The Decatur Bank owns the building and the surrounding
parking lots.
In addition, the Decatur Bank owns the land and building for five branch
office facilities. Three of the branch offices are located in Decatur and two
of the branch offices are located in Mt. Zion, Illinois, which is approximately
ten miles from the main office of the Decatur Bank.
FirsTech's business activities are conducted from operations centers
located at 124 North Franklin Street, Decatur, Illinois and 5131 Hohman Avenue,
Hammond, Indiana. These two centers consist of approximately 4,800 square feet
and 6,850 square feet, respectively, of office space. The Franklin Street
facility is owned by Bancshares and the Hammond facility is leased by FirsTech.
Shelby Bank has its main office at 200 West Main Street, Shelbyville,
Illinois, which is comprised of approximately 12,600 square feet and is owned
by the Shelby Bank. The Shelby Bank operates three drive-in lanes at this main
office.
The Shelby Bank also operates a branch office facility in Johnston's IGA
Supermarket in Shelbyville, Illinois. The Shelby Bank leases approximately 420
square feet of space for this branch facility, which was opened in March 1981.
Bancshares and its subsidiaries believe that its facilities are adequate
to serve its present needs.
13
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
Bancshares, the Decatur Bank, FirsTech and the Shelby Bank are from time
to time a party to legal proceedings in the ordinary course of business that
are incident to the business of banking. Neither Bancshares nor any of its
Subsidiaries is engaged in any legal proceedings of a material nature at the
present time.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Shares of Bancshares Common Stock are not traded on any national or
regional securities exchange; however, Bancshares Common Stock is listed in the
"pink sheets" maintained by the National Quotation Bureau. Trades have been
small and infrequent through this listing. Other than trades in which
Bancshares was involved, management of Bancshares has no knowledge of the sales
prices of trades in Bancshares Common Stock. Based on transactions Bancshares
has been involved in, the price for Bancshares Common Stock has been between
$20.00 and $21.00 per share for the last two years. The source of this
information is from privately negotiated transactions (not involving any broker
or dealer) of which Bancshares has been a party.
Following is a listing of sales of unregistered securities for the last 3
years:
<TABLE>
<CAPTION>
# of Share
Date Amount Shares Price Purchaser Relationship
------- -------- ------ ------ ------------------- ------------------------
<S> <C> <C> <C> <C> <C> <C>
3/08/95 $201,260 10,063 $20.00 First Decatur & Co. ESOP Purchase
3/08/95 10,000 500 20.00 J. Gerald Demirjian Bancshares Director
3/14/95 10,000 500 20.00 Tom Sloan Bancshares Director
7/18/95 1,300 65 20.00 A.G. Edwards None
3/15/96 114,744 5,464 21.00 First Decatur & Co. ESOP Purchase
4/30/96 10,500 500 21.00 Shirley Hamilton None
4/30/96 10,500 500 21.00 Lawrence Hamilton None
5/03/96 31,500 1500 21.00 Tom Sloan Bancshares Director
5/03/96 21,000 1000 21.00 Fred L. Kenney Bancshares Director
12/04/96 105,000 5000 21.00 Tom Sloan Bancshares Director
2/20/97 6,300 300 21.00 Patricia Brahier Bancshares Director's Wife
3/10/97 110,607 5,267 21.00 First Decatur & Co. ESOP Purchase
3/12/97 21,000 1,000 21.00 Phil Wise Executive Officer
3/13/97 21,000 1,000 21.00 Thomas Cooley None
3/24/97 21,000 1,000 21.00 Christopher Behnke None
3/27/97 4,200 200 21.00 James Chiligiris None
4/2/97 4,200 200 21.00 First Decatur & Co. Trust
4/3/97 21,000 1,000 21.00 James Gahwiler None
4/14/97 21,000 1,000 21.00 Cynmak None
4/18/97 21,000 1,000 21.00 Ronald Ruecker None
4/24/97 21,000 1,000 21.00 Steve Lewis None
5/6/97 63,000 3,000 21.00 Tom Sloan Bancshares Director
6/5/97 2,100 100 21.00 Patricia Brahier Bancshares Director's Wife
8/25/97 42,000 2,000 21.00 First Trust Bank of Profit Sharing Plan
Shelbyville
Total $895,211 43,159
</TABLE>
14
<PAGE>
As of December 31, 1997, Bancshares had approximately 364 stockholders of
record. Bancshares declared and paid quarterly cash dividends at an annual
dividend rate of $0.48 per share in 1997 and $0.44 per share in 1996. See
"Supervision and Regulation" and Note 13 - "Dividends and Capital Restrictions"
of the Notes to the Consolidated Financial Statements for a discussion of
certain dividend constraints.
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year Ended December 31
(dollars in thousands, except share data)
1997 1996 1995 1994 1993
------------ ------------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
YEAR-END BALANCE SHEET DATA
Total assets $ 392,237 $ 394,123 $ 382,949 $ 376,081 $ 354,457
Earning assets 352,026 343,426 324,573 328,090 316,391
Net loans 196,522 196,514 185,774 191,312 183,468
Deposits 321,128 320,162 322,710 320,561 302,841
Other short-term borrowings 14,553 21,802 9,806 10,636 9,635
Total stockholders' equity 52,299 48,494 45,880 41,369 38,854
AVERAGE BALANCE SHEET DATA
Total assets 384,882 380,844 378,131 368,218 346,918
Earning assets 341,972 336,873 331,148 320,133 304,331
Net loans 204,059 192,783 189,259 190,786 175,783
Deposits 312,699 313,175 319,184 311,852 294,931
Other short-term borrowings 17,298 15,987 10,662 12,735 12,579
Total stockholders' equity 50,277 46,695 43,978 40,285 36,737
EARNINGS AND DIVIDENDS
Net interest income 14,570 13,849 13,328 13,794 14,524
Provision for loan losses 432 310 275 300 800
Other income 8,418 9,687 12,496 11,378 9,552
Other expenses 15,144 16,452 19,236 18,312 16,495
Net earnings 5,093 4,520 4,293 4,432 4,672
Cash dividends declared and paid 1,385 1,277 1,157 1,114 1,025
PER SHARE DATA
Basic earnings 1.77 1.56 1.48 1.53 1.61
Cash dividends declared and paid .48 .44 .40 .38 .35
Book value (at year-end) 18.17 16.80 15.82 14.26 13.42
Weighted average number of shares
outstanding 2,885,090 2,900,533 2,901,477 2,904,495 2,907,990
Number of shares outstanding at year-end 2,878,487 2,887,036 2,900,577 2,900,958 2,895,546
KEY FINANCIAL RATIOS
Return on average total assets 1.32% 1.19% 1.14% 1.20% 1.35%
Return on average total stockholders' equity 10.13% 9.68% 9.76% 11.00% 12.72%
Net interest yield on average earning assets (1) 4.39% 4.23% 4.14% 4.44% 5.06%
Average equity to average assets 13.06% 12.26% 11.63% 10.94% 10.59%
Dividend payout ratio 27.12% 28.21% 27.03% 24.84% 22.98%
</TABLE>
(1) On a fully taxable equivalent basis
15
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis is intended to provide a better
understanding of the consolidated financial condition and results of operations
of Bancshares and its subsidiaries as of December 31, 1997 and 1996 and for
each of the years in the three year period ended December 31, 1997. This
discussion and analysis should be read in conjunction with the consolidated
financial statements, related notes and selected financial data appearing
elsewhere in this report.
On April 1, 1996, Bancshares completed the acquisition of First Shelby and
the Shelby Bank. As a result of the merger, First Shelby and the Shelby Bank
became wholly owned subsidiaries of Bancshares. The acquisition was accounted
for as a pooling of interests and, accordingly, the financial condition and
results of operations of Bancshares and First Shelby have been combined as if
the combination had been in effect for each of the periods presented.
RESULTS OF OPERATIONS
Bancshares recorded net income of $5,093,058 for 1997, an increase of
12.7% over 1996. On a per share basis, net income was $1.77 in 1997, up 13.5%
from $1.56 in 1996. The increase in net income and net income per share in
1997 is attributed to an increase in net interest income and a reduction in
other expenses offset by an increase in provision for loan losses and a
reduction in other income. From 1995 to 1996, net income increased 5.3% and
net income per share increased $0.08 or 5.4%. The increase in net income and
net income per share in 1996 is attributed to an increase in interest income
and a reduction in other expenses offset by a reduction in other income. See
further discussion in "--Net Interest Income", "--Other Income", and "--Other
Expenses" below.
NET INTEREST INCOME
The largest source of operating revenue for Bancshares is net interest
income. Net interest income represents the difference between total interest
income earned on earning assets and total interest expense paid on interest-
bearing liabilities. The amount of interest income is dependent upon many
factors including the volume and mix of earning assets, the general level of
interest rates and the dynamics of changes in interest rates. The cost of
funds necessary to support earning assets varies with the volume and mix of
interest bearing liabilities and the rates paid to attract and retain such
funds.
For purposes of this discussion and analysis, the interest earned on tax-
exempt assets is adjusted to an amount comparable to interest subject to normal
income taxes. The adjustment is referred to as the tax equivalent ("TE")
adjustment.
Bancshares average balances, interest income and expense and rates earned
or paid for major balances are set forth in the following table (in thousands):
16
<PAGE>
TABLE 1 DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY;
INTEREST RATES AND NET YIELDS
<TABLE>
<CAPTION>
1997 1996 1995
-------------------------- ------------------------- --------------------------
Avg Bal Int Rate Avg Bal Int Rate Avg Bal Int Rate
--------- ------ ----- --------- ------ ----- --------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Loans (1) (2) (3) $ 204,058 17,889 8.77% $ 192,783 16,822 8.72% $ 189,259 16,155 8.54%
Taxable securities 110,400 7,018 6.36% 121,997 7,609 6.24% 116,974 7,274 6.22%
Tax exempt securities (3) 15,589 1,186 7.61% 12,753 977 7.66% 12,083 956 7.91%
Federal funds sold 10,681 588 5.51% 8,032 421 5.24% 11,677 656 5.62%
Other invested funds 1,244 62 4.98% 1,308 29 2.22% 1,155 24 2.08%
--------- ------ ----- --------- ------ ----- --------- ------ -----
Total earning assets and
interest income 341,972 26,743 7.82% 336,873 25,858 7.68% 331,148 25,065 7.57%
--------- ------ ----- --------- ------- ----- --------- ------ -----
Cash and due from banks 25,993 25,460 27,799
Premises and equipment 9,603 11,633 11,825
Other assets 7,314 6,878 7,359
--------- --------- ---------
Total noninterest earning assets 42,910 43,971 46,983
--------- --------- ---------
Total assets $ 384,882 $ 380,844 $ 378,131
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing demand deposits $ 66,757 1,680 2.52% $ 63,404 1,509 2.38% $ 69,373 1,713 2.47%
Savings 45,436 1,337 2.94% 46,181 1,357 2.94% 43,761 1,251 2.86%
Time deposits 151,064 8,100 5.36% 155,085 8,299 5.35% 153,902 8,083 5.25%
Federal funds purchased and
securities sold under
repurchase agreements 12,543 304 2.42% 12,755 293 2.30% 8,913 206 2.31%
U.S. Treasury demand notes 1,793 94 5.24% 1,706 84 4.92% 1,749 98 5.60%
FHLB borrowings 2,962 201 6.79% 1,526 77 5.05% 0 0 0.00%
--------- ------ ----- --------- ------ ----- --------- ------ ------
Total interest-bearing
liabilities and interest expense 280,555 11,716 4.18% 280,657 11,619 4.14% 277,698 11,351 4.09%
--------- ------ ---- --------- ------ ----- --------- ------ ------
Noninterest bearing deposits 49,442 48,505 52,148
Other liabilities 4,608 4,987 4,307
--------- --------- ---------
Total liabilities 334,605 334,149 334,153
Stockholders' equity 50,277 46,695 43,978
--------- --------- ---------
Total liabilities and
stockholders' equity $ 384,882 $ 380,844 $ 378,131
========= ========= =========
Interest spread (average rate
earned minus average rate paid) 3.64% 3.54% 3.48%
Net interest income (TE) $15,207 $14,239 $13,714
Net yield on interest earning
Assets (TE) 4.39% 4.23% 4.14%
</TABLE>
(1) Loans are net of the allowance for loan losses. Nonaccrual loans are
included in totals.
(2) Loan fees of approximately $285,000, $283,000, and $292,000 in 1997, 1996
and 1995, respectively, included in loan interest.
(3) Full tax equivalent yields on tax-exempt loans and securities have been
calculated using a 34% tax rate.
Changes in net interest income may also be analyzed by segregating the volume
and rate components of interest income and interest expense. The following
table summarizes the approximate relative contribution of changes in average
volume and interest rates to changes in net interest income (TE) for the past
two years (in thousands). The rate/volume variance has been allocated in the
table to the volume and rate variances according to the ratio of the absolute
value of each of the totals. There are no out-of-period items or adjustments
that should have been excluded.
17
<PAGE>
TABLE 2 ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST EXPENSE
<TABLE>
<CAPTION>
1997 Compared to 1996 1996 Compared to 1995
Total Due to Due to Total Due to Due to
Change Volume Rate Change Volume Rate
-------- ------ -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Loans (1) $1,067 $ 988 $ 79 $ 667 $ 313 $ 354
Taxable securities (591) (735) 144 335 312 23
Tax exempt securities (1) 209 216 (7) 21 52 (31)
Federal funds sold 167 145 22 (235) (193) (42)
Other interest income 33 (1) 34 5 3 2
------- ------ ------- ------- ------- -------
Total interest income $ 885 $ 612 $ 273 $ 793 $ 431 $ 362
------- ------ ------- ------- ------- -------
Interest Expense
Interest bearing demand deposits $ 171 $ 82 $ 89 $ (204) $ (143) $ (61)
Savings (20) (22) 2 106 70 36
Time deposits (199) (216) 17 216 62 154
Federal funds purchased and
securities sold under repurchase
agreements 11 (5) 16 87 88 (1)
U.S. Treasury demand notes 10 4 6 (14) (2) (12)
FHLB borrowings 124 38 86 77 77 0
------- ------ ------- ------- ------- -------
Total interest expense $ 97 $(118) $ 215 $ 268 $ 125 $ 143
------- ------ ------- ------- ------- -------
Net interest income (TE) $ 788 $ 730 $ 58 $ 525 $ 233 $ 292
======= ====== ======= ======= ======= =======
</TABLE>
(1) Full tax equivalent yields on tax exempt loans and securities have been
calculated using a 34% tax rate.
On a tax equivalent basis, net interest income increased $788,000 or 6% in
1997, compared to an increase of $525,000 or 4% in 1996. As set forth in Table
2, the improvement in net interest income in 1997 was mainly due to increases
in the volume of loans, tax exempt securities and Federal funds sold, an
increase in interest rates associated with taxable securities and a decrease in
the volume of time deposits, offset by an increase in the volume and rates of
interest bearing deposits and FHLB borrowings. In 1996 the increase in net
interest income was largely due to increases in the volume of earning assets
and interest rates associated with these earning assets, primarily loans,
offset primarily by an increase in time deposit rates.
Interest income on loans increased $1,067,000 from 1996 to 1997 due to an
increase in volume of $988,000. The increase in volume is the result of an
increase in total average loans of $11,275,000 from 1996 to 1997. The majority
of this increase is attributed to an increase in commercial and real estate
loans offset by a decrease in loans to individuals. Loan interest income
increased $667,000 from 1995 to 1996. This increase is due to an increase in
volume ($313,000) and an increase in rates ($354,000). The increase in volume
is the result of an increase in total average loans of $3,524,000 from 1995 to
1996. The majority of this increase is attributed to commercial and industrial
loans as a result of an increase in major building projects and real estate
loans as a result of keeping loans in-house versus utilization of the secondary
market for mortgage loans.
Interest income on securities decreased $382,000 from 1996 to 1997 due to
a decrease in taxable security volume offset by an increase in taxable security
rates and tax-exempt security volume. The average balance for taxable
securities declined $11,547,000 during 1997 and the average balance for tax-
exempt securities increased $2,836,000. There was a shift from U.S. Treasury
securities to federal agency securities and state and municipal securities.
This change primarily occurred because federal agency and state and municipal
securities were offered at higher interest rates and provided better tax-
effected yields. Interest income on taxable securities increased $356,000 from
1995 to 1996 due to an increase in both taxable and tax-exempt security
volumes. This increase in volume was the result of an increase in deposits on
hand available for investing.
18
<PAGE>
Interest income on Federal funds sold increased $167,000 from 1996 to 1997
due to an increase in volume. The average Federal funds sold increased
$2,649,000 during 1997 as a result of the decline in the average balance of
securities offset by an increase in the average balance of loans. Interest
Income on Federal funds sold decreased $235,000 from 1995 to 1996 due to a
decrease in volume. The average balance of Federal funds sold declined
$3,645,000 during 1996 primarily due to increased liquidity needs as a result
of loan growth. .
Interest expense on interest-bearing demand deposits increased $171,000
and interest expense on time deposits decreased $199,000 from 1996 to 1997.
Both the increase in expense for interest-bearing demand deposits and the
decrease in expense for time deposits can be attributed to the Decatur Bank
adding two new interest-bearing products in 1997. These new accounts provided
increased interest rates for larger balances. As a result, balances were moved
from time deposit accounts to interest bearing demand deposit accounts.
Interest expense on interest-bearing demand deposits decreased $204,000 and
interest expense on time deposits increased $216,000 from 1995 to 1996. Both
the decrease in expense for interest-bearing demand deposits and the increase
in expense for time deposits can be attributed to a 1995 market rate increase
on time deposits. As a result of the increase in market rates, depositors
moved money out of interest-bearing demand deposit accounts into time deposit
accounts for more favorable rates.
Interest expense on FHLB advances increased $124,000 from 1996 to 1997 as
the result of both volume and rates. During January 1997, Bancshares borrowed
$3,000,000 at 6.84% for 10 years. This loan was matched against a commercial
loan with the same maturity. During the last half of 1996, Bancshares borrowed
$2,500,000 at 5.8% for 6 months. Interest expense on FHLB advances increased
$77,000 from 1995 to 1996 due to volume. Bancshares did not have any FHLB
advances outstanding during 1995.
PROVISION FOR LOAN LOSSES
Asset quality, particularly in the loan area, continues to be an important
concern of Bancshares' management. Both the Decatur Bank and the Shelby Bank
maintain a separate loan review department that continuously reviews problem
and significant loans and the adequacy of the allowance for loan losses.
Separate loan committees of the board of directors at the Decatur Bank and
Shelby Bank meet at least quarterly to review past due loans and problem
credits, lending policies and practices and results of the loan review
department's analyses.
The provision for loan losses in 1997 was $432,000 compared to $310,000 in
1996 and $275,000 in 1995. The provision for loan losses has remained
relatively constant, as net charge-offs and potential problem loans have also
remained constant. For information on loss experience and nonperforming loans
see the "Nonperforming Assets" and "Allowance for Loan Losses and Impaired
Loans" sections below.
19
<PAGE>
OTHER INCOME
An important source of Bancshares's revenue is derived from other income.
The following table sets forth the major components of other income for the
last three years (in thousands):
TABLE 3 OTHER INCOME
<TABLE>
<CAPTION>
Change from prior year
-------------------------------------------------
1997 1996
------------------------ --------------------
1997 1996 1995 Amount %age Amount %age
------------ ------------ ------------ ------------- ------ ---------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Remittance processing income $ 4,241 $ 5,748 $ 9,088 $ (1.507) (26%) $ (3,340) (37%)
Fiduciary activities 1,623 1,535 1,457 88 6% 78 5%
Service charges on deposit accounts 1,064 1,128 1,045 (64) (6%) 83 8%
Loan service fees 342 293 163 49 17% 130 80%
Net gains on loan sales 152 118 141 34 29% (23) (16%)
Other income 985 873 594 112 13% 279 47%
Securities gains (losses) 11 (8) 8 19 238% (16) (200%)
------------ ------------- ----------- ------------- ------ ---------- -----
Total other income $ 8,418 $ 9,687 $ 12,496 $ (1,269) (13%) $ (2,809) (22%)
============ ============= =========== ============= ====== ========== =====
</TABLE>
Remittance processing and collecting income generated by FirsTech
decreased by $1,507,000 or 26% during 1997 as compared to a decrease of
$3,340,000 or 37% during 1996. The decrease in both years is primarily the
result of the loss of the Ameritech contracts. FirsTech's contracts to process
payments for Ameritech expired in 1996 and were not renewed. See Note 17 -
"Business Industry Segments" of the Notes to the Consolidated Financial
Statements for further explanation. .
Service charges on deposit accounts increased $83,000 or 8% in 1996. This
increase is primarily attributed to the Decatur Bank increasing fees for non-
sufficient funds checks from $18 to $20 during 1996.
Loan service fees increased $49,000 (17%) and $130,000 (80%) in 1997 and
1996, respectively. This increase is mainly attributed to the adoption of
Statement of Financial Accounting Standards ("SFAS") No. 122, Accounting for
Mortgage Servicing Rights. Income increased due to the capitalization of
mortgage servicing rights of $109,000 and $101,000 for 1997 and 1996,
respectively. For a complete explanation of SFAS No. 122 refer to Note 7 -
"Loan Servicing" of the Notes to Consolidated Financial Statements.
Net gains on loan sales increased $34,000 or 29% in 1997, compared to a
decrease of $23,000 or 16% in 1996. The Decatur Bank sells residential
mortgage loans in the secondary market to FNMA. All loans are sold without
recourse and with normal servicing fees being retained. The fluctuation in
income is based on the fluctuation in the volume of loans sold to FNMA. Loans
sold to FNMA represented $13,066,000, $10,357,000, and $15,932,000 in 1997,
1996, and 1995, respectively. Refer to the "Financial Condition -- Loans"
section below for further explanation.
Other income increased $112,000 or 13% in 1997 as compared to an increase
of $279,000 or 47% in 1996. The increase is both years is mainly attributed to
an increase in brokerage commissions within the investment departments of
Decatur Bank and Shelby Bank and an increase in Automated Teller Machine
("ATM") fees. ATM fee increases were attributed to additional usage and higher
fees in 1997 and additional usage as well as the installation of a new drive up
ATM machine during 1996.
20
<PAGE>
OTHER EXPENSE
The major categories of other expense include salaries and employee
benefits, occupancy and equipment expenses and other operating expenses
associated with the day-to-day operations of Bancshares. The following table
sets forth the major components of other expense for the last three years (in
thousands):
TABLE 4 OTHER EXPENSES
<TABLE>
<CAPTION>
Change from prior year
-------------------------------------------------
1997 1996
----------------------- ------------------------
1997 1996 1995 Amount %age Amount %age
---------- ---------- --------- ----------- ----- ------------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Salaries and employee benefits $ 7,864 $ 8,164 $ 10,030 $ (300) (4%) $ (1,866) (19%)
Net occupancy expenses 1,136 1,142 1,206 (6) (1%) (64) (5%)
Equipment expenses 2,179 2,483 2,358 (304) (12%) 125 5%
Data processing fees 326 370 561 (44) (12%) (191) (34%)
Service charges from corresponding
banks 498 756 1,089 (258) (34%) (333) (31%)
Deposit and other insurance expense 247 223 563 24 11% (340) (60%)
Supplies 409 467 774 (58) (12%) (307) (40%)
Professional fees 366 709 434 (343) (48%) 275 63%
Postage 372 362 451 10 3% (89) (20%)
Other expenses 1,747 1,776 1,770 (29) (2%) 6 0%
---------- ---------- ---------- ----------- ----- ------------- -------
Total other expenses $ 15,144 $ 16,452 $ 19,236 $ (1,308) (8%) $ (2,784) (14%)
========== ========== ========== =========== ===== ============= =======
</TABLE>
Salaries and employee benefits decreased $300,000 (4%) and $1,866,000
(19%) in 1997 and 1996, respectively. The decrease in both years is the result
of the loss of the Ameritech contracts. FirsTech's contracts to process
payments for Ameritech expired in 1996 and were not renewed. See Note 17 -
"Business Industry Segments" of the Notes to the Consolidated Financial
Statements for further explanation.
Equipment expenses decreased $304,000 or 12% in 1997. This decrease is
primarily due to a decrease in depreciation expense of FirsTech equipment of
$259,000 during 1997.
Data processing fees decreased $191,000 (34%) in 1996. This decrease can
be attributed to the acquisition of a new in-house computer system for the
Decatur Bank and new image equipment and software for FirsTech in 1995. These
systems allow for less expensive processing than the previous third party
processor.
Service charges decreased $258,000 or 34% in 1997, compared to a decrease
of $333,000 or 31% in 1996. The decrease in both years is attributed to a
reduction in the number of items processed by FirsTech as the result of the
loss of the Ameritech contracts.
Deposit and other insurance expense decreased $340,000 or 60% in 1996.
The decrease is due to a reduction in the FDIC assessment rate from 23 cents to
0 cents per $100 of deposits as of June 1, 1995. During 1997, FDIC assessments
were 12.6 cents per $1,000 of deposits.
Supplies decreased $58,000 (12%) and $307,000 (40%) in 1997 and 1996,
respectively. The decreases are attributed to the acquisition of a new in-
house computer system for the Decatur Bank and new image equipment and software
to FirsTech and increased efficiencies in technology.
21
<PAGE>
Professional fees decreased $343,000 or 48% in 1997, compared to an
increase $275,000 or 63% in 1996. The decrease in 1997 and the increase in
1996 are mainly attributed to the acquisition of First Shelby during 1996.
Postage expenses decreased $89,000 or 20% in 1996 as a result of the loss
of a major contract by FirsTech.
INCOME TAXES
Income tax expense increased $64,000 in 1997 and increased $234,000 in
1996. Bancshares' effective tax rate (income tax expense divided by income
before taxes) was 31.3% in 1997, 33.3% in 1996 and 32.0% in 1995. Higher
income tax expense in 1997 and 1996 was principally due to the increase in pre-
tax earnings.
FINANCIAL CONDITION
Bancshares assets decreased $1,885,000 from December 31, 1996 to December
31, 1997. Growth occurred primarily in investment securities ($7,217,000),
offset by a decrease in cash and cash equivalents ($8,563,000). The decrease
in total assets was offset by a reduction in Federal funds purchased and
securities sold under repurchase agreements ($8,067,000) net of the increase in
total stockholders' equity ($3,805,000).
CASH AND CASH EQUIVALENTS
Cash and cash equivalents decreased $8,563,000 from December 31, 1996 to
December 31, 1997. This change occurred due to an increase in federal funds
sold offset by a reduction in cash and due from banks. Federal funds sold
increased $1,375,000, while cash and due from banks decreased $9,938,000 during
1997. Refer to the "Consolidated Statement of Cash Flows" in the Consolidated
Financial Statements for details representing this increase. Federal funds
sold are of a short-term nature and provide the needed liquidity to fund loan
growth and security acquisitions.
SECURITIES
Bancshares' overall investment goal is to maximize earnings while
maintaining liquidity in securities having minimal credit risk. The types and
maturities of securities purchased are primarily based on the Bancshares'
current and projected liquidity and interest rate sensitivity positions. The
following table sets forth the year-end book values of securities for the last
three years (in thousands):
22
<PAGE>
TABLE 5 COMPOSITION OF SECURITIES
<TABLE>
<CAPTION>
December 31
---------------------------------------------------------------------------------------
1997 1996 1995
------------------------- ------------------------ ------------------------
% of % of % of
Amount Total Amount Total Amount Total
-------- ------ -------- ----- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Available for sale
U.S. Treasury $ 28,790 21% $ 32,579 25% $ 32,449 24%
Federal agencies 61,598 45% 54,779 42% 52,748 38%
State and municipal 3,137 2% 0 0% 0 0%
Mortgage-backed securities 13,075 9% 6,994 5% 5,986 4%
-------- ----- --------- ------ --------- -----
Total available for sale 106,600 77% 94,352 72% 91,183 66%
-------- ----- --------- ------ --------- -----
Held to maturity
U.S. Treasury 2,449 2% 5,204 4% 11,032 8%
Federal agencies 2,452 2% 2,757 2% 4,565 3%
State and municipal 17,642 13% 14,004 11% 12,207 9%
Mortgage-backed securities 9,216 6% 14,825 11% 18,775 14%
-------- ----- --------- ------ --------- -----
Total held to maturity 31,759 23% 36,790 28% 46,579 34%
-------- ----- --------- ------ --------- -----
Total investment
securities $138,359 100% $131,142 100% $137,762 100%
======== ===== ========= ====== ========= =====
</TABLE>
SFAS No. 115 "Accounting for Certain Investments in Debt and Equity
Securities" requires that all debt and equity securities be classified as held-
to-maturity, available-for-sale or trading. Securities that Bancshares has the
ability and intent to hold to maturity are classified as held-to-maturity and
are carried at amortized cost. Securities that may be sold as part of
liquidity management, interest rate risk strategies or in response to or in
anticipation of changes in interest rates and prepayment risk, or for other
similar factors, are classified as available-for-sale and are carried at market
value with unrealized gains and losses reported as a separate component of
stockholders' equity.
SFAS No. 115 essentially eliminates the ability to transfer investment
securities from held-to-maturity to available-for-sale. Also, SFAS No. 115
only allows for the sale of securities in the held-to-maturity category in
extreme circumstances, such as significant deterioration in the issuer's
creditworthiness. Therefore, prudent management of the investment portfolio
according to SFAS No. 115 should provide for a greater than adequate level of
investment securities to be available for sale in the event of unforeseen
occurrences such as a significant swing in interest rates or a sudden increase
in loan demand or deposit withdrawals.
On November 15, 1995, the Financial Accounting Standards Board ("FASB")
issued a special report on the implementation of SFAS No. 115. As part of the
application of the Special Report, companies were allowed a one-time
opportunity to reclassify securities, including securities classified as held-
to-maturity. In accordance with the Special Report, Bancshares transferred
$29.6 million of its taxable securities classified as held-to-maturity to
available-for-sale. The transfer was made to provide
23
<PAGE>
greater flexibility in managing the investment portfolio. At the date of
transfer, the securities had an aggregate market value of $29.4 million.
The book value of investment securities increased by $7,217,000 from
December 31, 1996 to December 31, 1997. However, the average balance of
securities decreased $8,761,000 during the same time period. The book value of
investments increasing and average balances decreasing is the result of net
purchases of $14,505,000 during the fourth quarter while there was net
sale/maturities of $7,448.000 during the first three-quarters of 1997. During
1997, Bancshares purchased $52,805,000 ($47,998,000 classified as available-
for-sale), sold $5,994,000 of securities classified as available-for-sale, and
had $39,794,000 ($29,987,000 classified as available-for-sale) mature. In
addition to the increase in securities of $7,217,000, Bancshares' management
also changed the mix of the securities. U. S. Treasury securities decreased
$6,544,000 during 1997, while federal agency securities increased $6,514,000
and state and municipal securities increased $6,775,000. This change primarily
occurred because federal agency and state and municipal securities were offered
at higher interest rates and provided better tax-effected yields.
The book value of investment securities decreased $6,620,000 from December
31, 1995 to December 31, 1996. The decrease in 1996 was mainly due to an
increase in loan demand. During 1996, Bancshares purchased $26,833,000
($23,687,000 classified as available-for-sale), sold $2,983,000 of securities
classified as available-for-sale, and had $29,641,000 ($16,782,000 classified
as available-for-sale) mature. Refer to Note 4 - "Investment Securities" of
the Notes to the Consolidated Financial Statements for additional information
on sales of securities.
As of December 31, 1997, Bancshares held $22,291,000 ($13,075,000
classified as available-for-sale) of mortgage-backed securities. These
securities are issued by U.S. Government agencies or one of its sponsored
enterprises and are guaranteed or insured by the issuing agency. Of the total
mortgage-backed securities, $11,534,000 was invested in CMO PAC's, of which all
had ratings of AAA by one or more of the rating agencies. Additionally,
Bancshares investments in CMO PAC's are agency-backed.
Mortgage-backed securities are subject to prepayments and changing yields.
These prepayments, which have increased in recent years as underlying mortgages
have been refinanced at lower interest rates as well as interest rate changes
on adjustable rate mortgage-backed securities, could have an effect on
Bancshares' asset/liability management strategy.
With the exception of securities of the U.S. Treasury and other U.S.
Government agencies and corporations, Bancshares did no hold any securities of
a single issuer, payable from and secured by the same source of revenue or
taxing authority, the book value of which exceeded 10 percent of stockholders'
equity at December 31, 1997.
The contractual maturity of Bancshares' securities as of December 31,
1997, are presented in the following table along with the weighted average
yields (TE) (dollars in thousands). Expected maturities will differ from
contractual maturities because issuers may have the right to call or prepay
obligations with or without call or prepayment penalties.
24
<PAGE>
TABLE 6 SECURITY MATURITIES
<TABLE>
<CAPTION>
Within 1 Year 1 - 5 Years 5 - 10 Years After 10 Years Total
---------------- ---------------- ---------------- ---------------- ---------------
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
------- ----- ------- ----- ------- ----- ------- ----- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Available for sale
U.S. Treasury $ 8,690 5.36% $20,100 6.38% $ 0 $ 0 $ 28,790 6.06%
Federal agencies 29,525 5.71% 25,425 5.01% 6,648 7.20% 0 61,598 5.58%
State and municipal 1,001 5.80% 0 0 2,136 5.04% 3,137 5.29%
Mortgage-backed securities 2,484 5.74% 2,618 6.64% 500 6.78% 7,473 8.23% 13,075 7.39%
------- ----- ------- ----- ------- ----- -------- ----- -------- -----
Total available for sale 41,700 5.64% 48,143 5.65% 7,148 7.17% 9,609 7.53% 106,600 5.92%
------- ----- ------- ----- ------- ----- -------- ----- -------- -----
Held to maturity
U.S. Treasury 1,701 5.33% 748 6.94% 0 0 2,449 5.82%
Federal agencies 1,926 5.81% 526 6.98% 0 0 2,452 6.05%
State and municipal 1,322 8.93% 7,459 6.87% 6,233 6.36% 2,628 5.05% 17,642 6.57%
Mortgage-backed securities 585 8.37% 0 1,000 6.00% 7,631 6.35% 9,216 6.44%
------- ----- ------- ----- ------- ----- -------- ----- -------- -----
Total held to maturity 5,534 6.68% 8,733 6.88% 7,233 6.31% 10,259 6.02% 31,759 6.44%
------- ----- ------- ----- ------- ----- -------- ----- -------- -----
Total investment
securities $47,234 5.77% $56,876 5.69% $14,381 6.68% $19,868 6.75% $138,359 5.97%
======= ===== ======= ===== ======= ===== ======= ===== ======== =====
</TABLE>
The net unrealized gain on securities available-for-sale at December 31,
1997, which is recorded as an increase in stockholders' equity, is $380,000,
net of deferred taxes of $196,000. At December 31, 1996, Bancshares had a
net unrealized gain on securities available-for-sale recorded in
stockholders' equity of $133,000, net of deferred taxes of $79,000.
LOANS
The loan portfolio is the largest category of the Bancshares' earning
assets. Bancshares management was not aware of any loan concentration
exceeding 10% which is not otherwise disclosed as a category of loans. The
following table summarizes the composition of the loan portfolio for the last
five years (in thousands):
TABLE 7 COMPOSITION OF LOANS
<TABLE>
<CAPTION>
December 31
------------------------------------------------------------------------------------------------
1997 1996 1995 1994 1993
----------------- ----------------- ---------------- ---------------- ----------------
% of % of % of % of % of
Amount Total Amount Total Amount Total Amount Total Amount Total
-------- ----- -------- ----- --------- ----- --------- ----- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial and industrial loans $ 29,695 15% $ 25,742 13% $ 21,986 12% $ 29,406 15% $ 31,029 17%
Real estate loans 93,885 47% 84,220 42% 79,296 42% 84,829 44% 71,602 38%
Construction loans 6,708 3% 11,659 6% 10,215 5% 6,734 3% 4,436 2%
Agricultural production
financing and other loans
to farmers 7,822 4% 7,837 4% 7,453 4% 5,296 3% 5,257 3%
Individuals' loans for household
and other personal expenditures
and other loans 60,343 30% 68,404 34% 68,124 36% 66,719 34% 72,684 39%
Tax-exempt loans 1,600 1% 2,033 1% 2,056 1% 1,703 1% 1,719 1%
-------- ----- -------- ----- -------- ----- -------- ----- -------- -----
Total loans $200,053 100% $199,895 100% $189,130 100% $194,687 100% $186,727 100%
======== ===== ======== ===== ======== ===== ======== ===== ======== =====
</TABLE>
Total loans increased by $158,000 from December 31, 1996 to December 31,
1997, however, average loans were $11,275,000 higher in 1997 than in 1996. The
increase was primarily due
25
<PAGE>
to increases in commercial and industrial loans and real estate loans, offset
by decreases in construction loans and loans to individuals for household
and other personal expenditures and other loans. Commercial and industrial
loans increased by $3,953,000 due to increased local demand. Real estate
loans increased by $9,665,000 due to competitive rates in a refinancing
market and construction loans being refinanced as permanent mortgages.
Construction decreased $4,951,000 as a result of construction projects being
completed and refinanced as permanent mortgages. Loans to individuals for
household and other personal expenditures decreased by $8,061,000 due to
stronger underwriting guidelines and increased competition. The reason for
the difference between the slight loan increase and the high average balance
increase is that a substantial amount of loans were paid down during December
1997.
Bancshares continues to sell residential mortgage loans in the secondary
market to FNMA. Since loans are sold to FNMA on the same day as the loan
closes, Bancshares does not carry any loans held for sale in the loan
portfolio. All loans are sold without recourse and with normal servicing fees
being retained. The decision to sell loans to FNMA in the future will depend
on the availability of funds, liquidity needs, and the return available.
Bancshares sold $13,066,000 to FNMA in 1997 and $10,357,000 in 1996.
Total loans increased by $10,765,000 from December 31, 1995 to December
31, 1996, primarily due to large increases in commercial and industrial loans,
real estate loans and construction loans. Commercial and industrial loans
increased by $3,756,000 due to increases in major building projects under
construction and increased demand. Real estate loans increased by $4,924,000
primarily due to a decrease in the utilization of the secondary market for
mortgage loans. Construction loans increased by $1,444,000 due to increased
activity in the residential construction market.
The maturity distribution and interest rate sensitivity of loans at
December 31, 1996 are set forth below (in thousands):
TABLE 8 LOAN MATURITY DISTRIBUTION AND INTEREST RATE SENSITIVITY OF SELECTED
LOAN TYPES
<TABLE>
<CAPTION>
Within 1 Year 1-5 Years After 5 years Total
------------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
Commercial and industrial loans $ 21,541 $ 7,572 $ 582 $ 29,695
Construction loans 5,072 1,636 6,708
Agricultural production financing and other
loans to farmers 5,442 2,231 149 7,822
----------- ----------- ------------- ------------
Total $ 32,055 $ 11,439 $ 731 $ 44,225
=========== =========== ============= ============
Fixed rate loans $ 7,855 $ 10,163 $ 348 $ 18,366
Variable rate loans 24,200 1,276 383 25,859
----------- ----------- ------------- ------------
Total $ 32,055 $ 11,439 $ 731 $ 44,225
=========== =========== ============= ============
</TABLE>
NONPERFORMING ASSETS
Nonperforming assets include nonaccrual loans, loans where scheduled
payments are 90 days or more past due and other real estate owned. Bancshares
places loans on nonaccrual status when management believes, after considering
the borrowers' financial condition and other relevant factors, that future
collection of principal or interest in accordance with contractual terms may be
doubtful. Loans 90 days or more past due are transferred to nonaccrual status
unless they are well secured
26
<PAGE>
and in the process of collection. Other real estate owned includes properties
acquired through foreclosure or deed in lieu of foreclosure. The properties
are recorded at the lower of the book value of the loan or fair value, less
estimated costs to sell. Other real estate owned at December 31, 1997 and
1996 was immaterial.
The following table sets forth the aggregate amount of the Company's
nonperforming assets for the last five years (in thousands):
TABLE 9 NONPERFORMING ASSETS
<TABLE>
<CAPTION>
December 31
------------------------------------------------------------------------
1997 1996 1995 1994 1993
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Nonaccrual loans $322 $173 $ 69 $ 23 $183
===== ===== ===== ===== =====
Loans past due 90 days or more 423 650 372 365 131
===== ===== ===== ===== =====
Restructured loans 0 0 0 0 0
===== ===== ===== ===== =====
Nonperforming loans to loans 0.37% 0.41% 0.23% 0.20% 0.17%
====== ====== ====== ====== ======
</TABLE>
Bancshares' management believes that nonperforming and potential problem
loans are appropriately identified and monitored, based on extensive analysis
performed by internal loan review personnel, management and the board of
directors. Historically, there has not been a significant amount of loans
charged off which had not been previously identified as problem loans.
There were no other interest bearing assets that required to be disclosed
as being nonperforming if such other assets were loans. Interest income that
would have been recorded in 1997 if non-accrual loans had been performing
according to original loan terms and interest income on non-accrual loans that
was included in 1997 interest income were immaterial.
At December 31, 1997, Bancshares had approximately $1,588,000 in potential
problem loans. Potential problem loans are those loans identified by
management that are worthy of special attention, and although currently
performing, may have some underlying weaknesses. Potential problem loans of
$1,502,000 existed at December 31, 1996. Of the potential problem loans
outstanding at December 31, 1997 and 1996, there were no individually
significant problem loans and no specific industry concentration.
Bancshares accounts for impaired loans in accordance with SFAS No. 114 and
No. 118, "Accounting by Creditors for an Impairment of a Loan" and "Accounting
by Creditors for Impairment of a Loan - Income Recognition and Disclosures".
These Statements require that impaired loans within the scope of these
Statements be measured at the present value of expected future cash flows
discounted at the loan's effective interest rate, or as a practical expedient,
at the loan's observable market price or fair value of the collateral, if the
loan is collateral dependent. A loan is impaired when, based on current
information and events, it is probable that a creditor will be unable to
collect all amounts due, both principal and interest, according to the
contractual terms of the note. The amount of impaired loans outstanding at
December 31, 1997 and 1996 and during 1997 and 1996 were immaterial.
27
<PAGE>
ALLOWANCE FOR LOAN LOSSES AND IMPAIRED LOANS
The allowance for loan losses is maintained at a level management believes
to be adequate to provide for known and potential risks inherent in the loan
portfolios. On a quarterly basis, management assesses the adequacy of the
allowance for loan losses. Management's evaluation of the adequacy of the
allowance considers such factors as prior loss experience, loan delinquency
levels and trends, loan portfolio growth and reviews of impaired loans and the
value of underlying collateral securing these loans. The analysis of the
commercial and industrial loan portfolio includes assessments based on historic
loan losses and current quality grades of specific credits, current delinquent
and non-performing loans, current economic conditions, growth in the portfolio
and the results of recent internal loan reviews, audits and regulatory
examinations. For the review of the adequacy of the allowance for loan losses
for real estate loans, assessments are based on current economic conditions and
real estate values, historic loan losses and current quality grades of specific
credits, recent growth and current delinquent and non-performing loans. The
adequacy of the allowance for loan losses as it pertains to the consumer loan
portfolio is based on the assessments of current economic conditions, historic
loan losses and the mix of loans, recent growth and the current delinquent and
non-performing loans.
Although the risk of non-payment 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 and industrial loans are quality
of the borrower's management and the impact of national and local economic
factors. Currently the business atmosphere remains stable for the local
economy in the Decatur, Macon County and Shelby County areas. Risks associated
with real estate loans include concentrations of loans in a loan type, such as
residential real estate, decline in real estate values and a sudden rise in
interest rates. Individual loans face the risk of a borrower's unemployment as
a result of deteriorating economic conditions or renewed contract differences
between unions and management of several large companies in Bancshares' market
area. Bancshares's strategy with respect to addressing and managing these
types of risks is for Bancshares to follow its loan policies and underwriting
criteria.
A provision for loan losses is charged to income to increase the allowance
to a level deemed to be adequate based on management's evaluation. When a loan
or a part thereof is considered by management to be uncollectible, a charge is
made against the allowance. Recoveries of previously charged-off loans are
credited back to the allowance. The following table summarizes the changes in
the allowance for loan losses for the last five years (in thousands):
28
<PAGE>
TABLE 10 ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Allowance - beginning of year $3,382 $3,356 $3,375 $3,259 $2,680
Loans charged off:
Commercial and industrial loans 145 25 62
Real estate loans 25 41 14 110
Individuals' loans for household and
other personal expenditures and other
loans 438 463 417 456 333
------ ------ ------ ------ ------
Total charge -offs 608 463 483 470 505
------ ------ ------ ------ ------
Recoveries on loans previously charged-off:
Commercial and industrial loans 85 14 44 72 91
Real estate loans 131 51 2 64 69
Individuals' loans for household and
other personal expenditures and other
loans 109 114 143 150 124
------ ------ ------ ------ ------
Total recoveries 325 179 189 286 284
------ ------ ------ ------ ------
Net charge-offs 283 284 294 184 221
------ ------ ------ ------ ------
Provision for loan losses 432 310 275 300 800
------ ------ ------ ------ ------
Allowance - end of year $3,531 $3,382 $3,356 $3,375 $3,259
====== ====== ====== ====== ======
Net charge-offs to average loans 0.14% 0.15% 0.16% 0.10% 0.13%
Allowance for loan losses to loans 1.77% 1.72% 1.81% 1.76% 1.78%
</TABLE>
For many years, Bancshares has minimized credit risk by adhering to sound
underwriting and credit review policies. These policies are reviewed at least
annually and changes approved by the board of directors. Senior management is
actively involved in business development efforts and maintenance and
monitoring of credit underwriting and approval.
Management believes the allowance for loan losses is adequate to absorb
probable loan losses and that the policies and procedures in place to identify
and monitor loans for potential losses are satisfactory.
The following table sets forth an allocation of the Bancshares' allowance
for loan losses for the last five years (in thousands):
TABLE 11 ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
------------- ------------- ------------- ------------- -------------
% of % of % of % of % of
Amount Total Amount Total Amount Total Amount Total Amount Total
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial and industrial loans $ 664 25% $ 575 23% $ 460 20% $ 400 17% $ 410 18%
Real estate loans 1,022 40% 1,007 41% 1,001 43% 1,019 44% 952 42%
Construction Loans 0 0 0 0 0
Agricultural production financing
and other loans to farmers 15 1% 18 1% 15 1% 15 1% 15 1%
Individuals' loans for household
and other personal expenditures
and other loans 865 34% 860 35% 855 36% 906 38% 886 39%
Tax exempt loans 0 0 0 0 0
Unallocated 965 N/A 922 N/A 1,025 N/A 1,035 N/A 996 N/A
------ ---- ------ ---- ------ ---- ------ ---- ------ ----
Total $3,531 100% $3,382 100% $3,356 100% $3,375 100% $3,259 100%
====== ==== ====== ==== ====== ==== ====== ==== ====== ====
</TABLE>
29
<PAGE>
The percentages of allocation of the allowance for loan losses among the
various categories of loans have remained relatively steady for the last five
years due to the various loan markets remaining stable. The unallocated
portion of the allowance for loan losses represents the amount that management
feels is necessary to cover any adverse impact on the loan portfolio in the
event of a decline in the real estate or commercial market resulting from
labor/management issues or other causes.
PREMISES AND EQUIPMENT
Premises and equipment decreased $895,000 or 9% from December 31, 1996 to
December 31, 1997. This decrease is attributed to total depreciation of
$1,461,000 offset by purchases of $566,000 during 1997. The majority of
purchases were comprised of non-major items.
Premises and equipment decreased $2,406,000 or 19% from December 31, 1995
to December 31, 1996. This decrease is attributed to the disposal of
$1,514,000 in equipment by FirsTech and total depreciation of $1,720,000 offset
by purchases of $828,000 during 1996. The majority of purchases during 1996
were made by Decatur Bank and were comprised of non-major items.
OTHER ASSETS
Other assets increased by $348,000 from December 31, 1996 to December 31,
1997. This increase is mainly attributed to a two-year equipment maintenance
contract signed by FirsTech. As a result FirsTech was able to substantially
reduce monthly maintenance costs on equipment.
Other assets decreased by $533,000 from December 31, 1995 to December 31,
1996. This decrease is mainly attributed to a decrease in outstanding
receivables due to FirsTech as a result of the loss of the major customer of
FirsTech.
DEPOSITS
Bancshares' earning assets are funded by a combination of consumer,
commercial and public fund deposits. The following table summarizes the
composition of major deposit categories for the last three years (in
thousands):
TABLE 12 AVERAGE BALANCE AND WEIGHTED AVERAGE RATE OF DEPOSITS
<TABLE>
<CAPTION>
December 31,
--------------------------------------------------------------------------
1997 1996 1995
---------------------- --------------------- ----------------------
Weighted Weighted Weighted
Average Average Average Average Average Average
Balance Rate Balance Rate Balance Rate
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Demand
Noninterest bearing $ 49,442 $ 48,505 $ 52,148
Interest bearing 66,757 2.52% 63,404 2.38% 69,373 2.47%
Savings 45,436 2.94% 46,181 2.94% 43,761 2.86%
Time
$100,000 and over 46,976 5.45% 50,757 5.32% 36,282 5.43%
Under $100,000 104,088 5.32% 104,328 5.37% 117,620 5.09%
-------- -------- --------
Total average deposits $312,699 $313,175 $319,184
======== ======== ========
</TABLE>
30
<PAGE>
From 1995 to 1997, total average deposits have remained relatively constant;
however, within the specific deposit types, Bancshares has experienced a
decline in demand deposits with an offsetting increase in savings and time
deposits. This change is attributed to a general rise in market interest
rates associated with savings and time deposits. Refer to "Results of
Operations - Net Interest Income" for an explanation of this change in
interest rates.
The following table sets forth the maturity distribution of time deposits of
$100,000 or more at December 31, 1997 (in thousands):
TABLE 13 MATURITY DISTRIBUTION OF TIME DEPOSITS > $100,000
3 months or less $16,151
3 to 6 months 705
6 to 12 months 21,695
Over 12 months 6,269
-------
Total $44,820
=======
BORROWINGS
Borrowings consist of securities sold under agreements to repurchase,
federal funds purchased, Federal Home Loan Bank ("FHLB") advances and U.S.
Treasury demand notes. Refer to Note 9 - "Short-Term Borrowings" of the Notes
to Consolidated Financial Statements for further explanation of short-term
borrowings.
OTHER LIABILITIES
Other liabilities increased $593,000 from December 31, 1996 to December
31, 1997 mainly due to an increase in deferred income taxes $439,000.
The decrease in other liabilities of $889,000 from December 31, 1995 to
December 31, 1996 was due to several factors. The loss of the major customer
of FirsTech resulted in various accruals decreasing approximately $415,000. In
addition, the deferred taxes associated with securities available for sale
decreased approximately $150,000. The majority of the remaining decrease is
associated with the income tax payable accounts.
CAPITAL
Total stockholders' equity rose $3,805,000 or 7.8% from December 31, 1996
to December 31, 1997. The increase is mainly attributed to net income of
$5,093,000 less cash dividends of $1,385,000, net treasury stock purchases of
$171,000 and an increase in the unrealized gain on securities available for
sale of $247,000, net of deferred taxes.
Total stockholders' equity rose $2,614,000 or 5.7% from December 31, 1995
to December 31, 1996. The increase is mainly attributed to net income of
$4,520,000 less cash dividends of $1,277,000 and a reduction in the unrealized
gain on securities available for sale of $282,000, net of deferred taxes.
Treasury stock has been reacquired for the specific purpose of distributing
shares to Bancshares' ESOP. Approximately 8,549 shares of treasury stock were
reacquired in 1997.
31
<PAGE>
Financial institutions are required by regulatory agencies to maintain
minimum levels of capital based on asset size. Currently, Bancshares is
required to maintain adequate capital based on two measurements used by
Bancshares's primary regulator: the total assets leverage ratio and the risk-
weighted assets ratio. Refer to Note 14 - "Regulatory Capital" of the Notes to
Consolidated Financial Statements for a summary of Bancshares key capital
ratios.
INFLATION AND CHANGING PRICES
Changes in interest rates and Bancshares's ability to react to interest
rate fluctuations have a much greater impact on its balance sheet and net
interest income than inflation. A review of net interest income, liquidity and
rate sensitivity should assist in the understanding of how well Bancshares is
positioned to react to changes in interest rates.
LIQUIDITY
Liquidity management in banking involves the ability to generate funds to
support asset growth and meet cash flow requirements of customers and other
obligations. Cash flows fluctuate with changes in economic conditions, current
interest rate trends and as a result of management strategies and programs.
Bancshares was able to adequately fund asset growth and meet liquidity needs in
1997. At December 31, 1997, federal funds sold and securities having
contractual maturities of one year or less totaled $64.4 million. Bancshares's
immediate liquidity needs have historically been met by federal funds sold and
cash flows from securities. Other sources of potential liquidity include the
sale of securities classified as available-for-sale, borrowings under informal
federal funds lines with correspondent banks and advances with the FHLB.
Refer to the "Consolidated Statement of Cash Flows" in the Consolidated
Financial Statements for details of net cash provided by operating activities,
net cash used by investing activities and net cash provided by financing
activities.
MARKET RISK AND INTEREST RATE SENSITIVITY
Asset/liability management involves the funding and investment strategies
necessary to maintain an appropriate balance between interest sensitive assets
and liabilities. It also involves providing adequate liquidity while
sustaining stable growth in net interest income. Regular review and analysis
of deposit trends, cash flows in various categories of loans and monitoring of
interest spread relationships are vital to this process. The nature of the
banking business requires Bancshares maintain adequate liquidity to meet
changes in composition and volume of assets and liabilities due to seasonal,
cyclical or other reasons. Liquidity describes the ability of Bancshares to
meet financial obligations that arise during the normal course of business.
Liquidity is primarily needed to meet the borrowing and deposit withdrawal
requirements of the customers of Bancshares, as well as meeting current and
future planned expenditures. This liquidity is typically provided by the funds
received through customer deposits, investment maturities, loan repayments,
borrowings and income. Bancshares' management considers the current liquidity
position to be adequate to meet the needs of customers.
Bancshares seeks to contain the risks associated with interest rate
fluctuations by managing the balance between interest sensitive assets and
liabilities. Managing to mitigate interest rate risk is, however, not an exact
science. Not only does the interval until repricing of interest rates on
assets and liabilities change from day to day as the assets and liabilities
change, but for some assets and
32
<PAGE>
liabilities, contractual maturity and actual maturity experienced are not
the same. For example, mortgage-backed securities may have contractual
maturities well in excess of five years but, depending upon the interest rate
carried by the specific underlying mortgages and the then currently prevailing
rate of interest, these securities may be prepaid in a shorter time period.
Accordingly, the mortgage-backed securities and collateralized mortgage
obligations that have average stated maturities in excess of five years, are
evaluated as part of the asset/liability management process using their
expected average lives due to anticipated prepayments on the underlying loans.
NOW and savings accounts, by contract, may be withdrawn in their entirety upon
demand. While these contracts are extremely short, it has been Bancshare's
experience that these accounts turn over at the rate of five percent per year.
If all of the NOW and savings accounts were treated as repricing in one year
or less, the cumulative negative gap at one year or less would be $105.1 million
or 29.56% of interest earning assets. Due to their very liquid nature, the
entire balance of money market accounts is assumed to be repriced within one
year.
Interest rate sensitivity is an important factor in the management of the
composition and maturity configurations of Bancshare's earning assets and
funding sources. An Asset/Liability Committee ("ALCO") manages the interest
rate sensitivity position in order to maintain an appropriate balance between
the maturity and repricing characteristics of assets and liabilities that is
consistent with Bancshare's liquidity analysis, growth, and capital adequacy
goals. Bancshares sells fixed-rate real estate loans in the secondary mortgage
market. Bancshare's management believes that by selling certain loans rather
than retaining them in its portfolio, it is better able to match the maturities
of interest sensitive assets to interest sensitive liabilities. It is the
objective of the ALCO to maximize net interest margins during periods of both
volatile and stable interest rates, to attain earnings growth and to maintain
sufficient liquidity to satisfy depositors' requirements and meet credit needs
of customers.
Sources of market risk include interest rate risk, foreign currency
exchange rate risk, commodity price risk, and equity price risk. Bancshares is
only subject to interest rate risk. Bancshares purchased no financial
instruments for trading purposes during 1997.
The following table summarizes, as of December 31, 1997, the anticipated
maturities or repricing of Bancshare's interest sensitive assets and
liabilities, Bancshare's interest sensitivity gap (interest-earning assets less
interest-bearing liabilities), Bancshares cumulative interest rate sensitivity
gap and Bancshare's cumulative interest sensitivity repricing gap ratio
(cumulative interest rate sensitivity gap divided by total assets). The table
is supposed to reflect expected cash flows from the market risk sensitive
instruments for each of the next five years and in aggregate for any remaining
years. However, as this information was not readily available, the table shows
expected cash flows for the first year, years one through five combined and an
aggregate for years remaining after year five. A negative gap for any period
means that more interest-bearing liabilities will reprice or maturing during
that time period than interest-earning assets. During periods of rising
interest rates, a negative gap position would generally decrease earnings, and
during periods of declining interest rates, a negative gap position would
generally increase earnings. The converse would be true for a positive gap
position.
33
<PAGE>
TABLE 14 GAP TABLE
<TABLE>
<CAPTION>
0 - 3 3 - 12 1 -5 After 5 Fair
months months Years Years Total Value
----------- ---------- ---------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Loans (1)
Fixed rate $ 7,871 $ 15,931 $ 89,875 $ 9,942 $123,619 $130,483
Average interest rate 9.02% 8.28% 8.89% 7.92% 8.74%
Variable rate 33,554 12,018 30,582 280 76,434 80,678
Average interest rate 9.45% 7.42% 7.39% 6.95% 8.27%
Securities (2)
Fixed rate 10,735 36,499 56,876 32,675 136,785 136,622
Average interest rate 6.05% 5.69% 5.69% 6.72% 5.97%
Variable rate 1,574 1,574 2,154
Average interest rate 6.65% 6.65%
Federal funds sold 17,145 17,145 17,145
Average interest rate 5.50% 5.50%
---------- --------- ---------- ----------- --------- ---------
Total interest-earning assets 69,305 64,448 177,333 44,471 355,557 367,082
---------- --------- ---------- ----------- --------- ---------
NOW and savings accounts 1,128 3,385 18,052 67,687 90,252 90,252
Average interest rate 2.97% 2.97% 2.97% 2.97% 2.97%
Money market accounts 29,968 29,968 29,968
Average interest rat 3.71% 3.71%
Time deposits
Fixed rate 34,151 66,958 40,483 141,592 144,889
Average interest rate 4.66% 5.30% 5.99% 5.37%
Variable rate 5,880 5,880 6,017
Average interest rate 4.00% 4.00%
Federal funds purchased and securities
sold under repurchase agreements 8,448 8,448 8,448
Average interest rate 5.20% 5.20%
FHLB advances 13 37 237 2,667 2,954 2,985
Average interest rate 6.84% 6.84% 6.84% 6.84% 6.84%
U.S. Treasury demand notes 3,151 3,151 3,151
Average interest rate 5.25% 5.25%
---------- --------- ---------- ----------- --------- ---------
Total interest-bearing liabilities 82,739 70,380 58,772 70,354 282,245 285,710
---------- --------- ---------- ----------- --------- ---------
Interest-earning assets less interest-
bearing lLiabilities ("Gap") $ (13,434) $ (5,932) $118,561 $ (25,883) $ 73,312 $ 81,372
=========== ========== ========== ============ ========= =========
Cumulative gap $ (13,434) $(19,366) $ 99,195 $ 73,312 $ 73,312 $ 81,372
=========== ========== ========== ============ ========= =========
Cumulative Gap as a percentage of
total interest earning assets (3.78%) (5.45%) 27.90% 20.62% 20.62% 22.17%
=========== ========== ========== ============ ========= =========
</TABLE>
(1) Reflects fair value adjustments for securities available for sale.
(2) Includes consumer loans net of unearned income, and excludes nonaccrual
and impaired loans.
At December 31, 1997, the table above reflects that Bancshares has a
negative liability gap due to the level of interest bearing demand deposits and
savings that are generally subject to immediate withdrawal and are repriceable
at any time. As such, the effect of an increase in the prime rate of 100 basis
points would decrease net interest income by approximately $134,300
(annualized) in 90 days and $193,700 in 12 months assuming no management
intervention. A fall in the interest rates would have the opposite effect for
the same period. In analyzing interest rate sensitivity, Bancshares'
management considers these differences and incorporates other assumptions and
factors, such as balance sheet growth and prepayments, to better measure
interest rate risk.
34
<PAGE>
While the gap analysis provides an indication of interest rate
sensitivity, experience has shown that it does not fully capture the true
dynamics of interest rate changes. Essentially, the analysis presents only a
static measurement of asset and liability volumes based on contractual
maturity, cash flow estimates or repricing opportunity. It fails to reflect
the differences in the timing and degree of repricing of assets and liabilities
due to interest rate changes. In analyzing interest rate sensitivity,
management considers these differences and incorporates other assumptions and
factors, such as balance sheet growth and prepayments, to better measure
interest rate risk.
CAPITAL RESOURCES
At December 31, 1997, Bancshares had no material commitments for capital
expenditures.
YEAR 2000
Bancshares has established a Project Team to address the Year 2000 issue.
They are following guidelines established in an OCC Advisory Letter dated may
16, 1997. This letter contains guidance regarding measures banks should be
taking to make certain they are ready for the year 2000 and beyond. The OCC
describes 5 phases in Year 2000 project management: (1) Awareness - define the
problem and develop a strategy, (2) Assessment - identify, inventory, and
assess, (3) Renovation - enhancements, upgrades, repairs and replacement, (4)
Validation - testing to ensure desired results and (5) Implementation - certify
systems and contingency plans.
The project team is currently in the later stages of phase 2 and getting
ready for phase 3. Based on current assessments, Bancshares does not expect
the amounts to be expended over the next two years to have a material effect on
its financial position or results of operations. The amount expensed in 1997
was immaterial.
NEW ACCOUNTING PRONOUNCEMENTS
During 1995, the FASB issued SFAS No. 122, "Accounting for Mortgage
Servicing Rights". SFAS No. 122 pertains to mortgage banking enterprises and
financial institutions that conduct operations that are substantially similar
to the primary operations of mortgage banking enterprises. SFAS No. 122
eliminates the accounting distinction between mortgage servicing rights that
are acquired through loan origination activities and those acquired through
purchase transactions. Under SFAS No. 122, if a mortgage banking enterprise
sells or securitizes loans and retains the mortgage servicing rights, the
enterprise must allocate the total cost of the mortgage loans to the mortgage
servicing rights and the loans (without the rights) based on their relative
fair values if it is practicable to estimate those fair values. If it is not
practicable, the entire cost should be allocated to the mortgage loans and no
cost should be allocated to the mortgage service rights. An entity would
measure impairment of mortgage servicing rights and loans based on the excess
of the carrying amount of the mortgage servicing rights portfolio over the fair
value of that portfolio.
SFAS No. 122 is to be applied prospectively in fiscal years beginning
after December 15, 1995, to transactions in which an entity acquires mortgage
servicing rights and to impairment evaluations of all capitalized mortgage
servicing rights. Refer to Note 7 - "Loan Servicing" of the Notes to the
Consolidated Financial Statements for additional information on mortgage
servicing rights.
The FASB has issued SFAS No. 123, "Accounting for Stock-based
Compensation". SFAS No. 123 establishes a fair value based method of
accounting for stock-based compensation plans. The
35
<PAGE>
FASB encourages all entities to adopt this method for accounting for all
arrangements under which employees receive shares of stock or other equity
instruments of the employer, or the employer incurs liabilities to employees in
amounts based on the price of its stock.
Due the extremely controversial nature of this project, SFAS No. 123
permits a company to continue the accounting for stock-based compensation
prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees". If a company elects that option, pro forma disclosures
of net income (and EPS, if presented) are required in the notes to the
financial statements as if the provisions of SFAS No. 123 had been used to
measure stock-based compensation. The disclosure requirements of Opinion No.
25 have been superseded by the disclosure requirements of this Statement. Once
an entity adopts the fair value based method of accounting for these
transactions, that election cannot be reversed.
Equity instruments granted or otherwise transferred directly to an
employee by a principal stockholder are stock-based employee compensation to be
accounted for in accordance with either Opinion No. 25 or SFAS No. 123 unless
the transfer clearly is for a purpose other than compensation. The accounting
requirements of SFAS No. 123 became effective for transactions entered into in
fiscal years beginning after December 31, 1995, and the disclosure requirements
became effective for financial statements for fiscal years beginning after
December 15, 1995. Pro forma disclosures required for entities that elect to
continue to measure compensation cost using Opinion No. 25 must include the
effects of all awards granted in fiscal years beginning after December 15,
1994. During the initial phase-in period, the effects of applying this
Statement are not likely to be representative of the effects on reported net
income for future years because options vest over several years and additional
awards generally are made each year.
Bancshares elected to continue to measure compensation costs using Opinion
No. 25. There were no pro forma disclosures required pursuant to SFAS No. 123
as no awards were granted in 1997, 1996 or 1995.
SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities", breaks new ground in resolving long-
standing questions about whether transactions should be accounted for as
secured borrowing or as sales. The Statement provides consistent standards for
distinguishing transfers of financial assets that are sales from transfers that
are considered secured borrowings.
A transfer of financial assets in which the transferor surrenders control
over those assets is accounted for as a sale to the extent that consideration
other than beneficial interests in the transferred assets is received in
exchange. The transferor has surrendered control over transferred assets only
if all of the following conditions are met:
- - The transferred assets have been isolated from the transferor - put
presumptively beyond the reach of the transferor and its creditors, even in
bankruptcy or other receivership.
- - Each transferee obtains the right - free of conditions that constrain it
from taking advantage of that right - to pledge or exchange the
transferred assets, or the transferee is a qualifying special-purpose entity
and the holders of beneficial interest in that entity have the right - free
of conditions that constrain them from taking advantage of that right - to
pledge or exchange those interests.
36
<PAGE>
- - The transferor does not maintain effective control over the transferred
assets through an agreement that both entities and obligates the transferor
to repurchase or redeem them before their maturity, or an agreement that
entitles the transferor to repurchase or redeem transferred assets are not
readily obtainable.
This Statement provides detailed measurement standards for assets and
liabilities included in these transactions. It also includes implementation
guidance for assessing isolation of transferred assets and for accounting for
transfers of partial interest, servicing of financial assets, securitization,
transfers or sales type and direct financing lease receivables, securities
lending transactions, repurchase agreements, "wash sales," loan syndications
and participation, risk participation in banker's acceptances, factoring
arrangements, transfers of receivables with recourse and extinguishment of
liabilities.
The Statement supersedes FASB Statements No. 76, "Extinguishment of Debt"
and No. 77, "Reporting by Transferors for Transfers of Receivables with
Recourse" and No. 122, "Accounting for Mortgage Servicing Rights", and amends
FASB Statement No. 115, "Accounting for Certain Investments in Debt and Equity
Securities", in addition to clarifying or amending a number of other statements
and technical bulletins. Except as amended by Statement No. 127, this
Statement is effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after December 31, 1996 and is to be
applied prospectively. Earlier or retroactive application is not permitted.
The FASB was made aware that the volume of certain transactions and the
related changes to information systems and accounting processes that are
necessary to comply with the requirements of Statement No. 125 would make it
extremely difficult, if not impossible, for some affected enterprises to apply
the transfer and collateral provisions of Statement No. 125 to those
transactions as soon as January 1, 1997. As a result, SFAS No. 127 defers for
one year the effective date (a) of paragraph 15 of Statement No. 125 and (b)
for repurchase agreement, dollar-roll, securities lending, and similar
transactions, of paragraphs 9-12 and 237(b) of Statement No. 125.
Statement No. 127 provides additional guidance on the types of
transactions for which the effective date of Statement No. 125 has been
deferred. It also requires that if it is not possible to determine whether a
transfer occurring during calendar-year 1997 is part of a repurchase agreement,
dollar-roll, securities lending, or similar transaction, then paragraphs 9-12
of Statement No. 125 should be applied to that transfer. All provisions of
Statement No. 125 should continue to be applied prospectively, and earlier or
retroactive application is not permitted.
The FASB has issued SFAS No. 128, "Earnings per Share". SFAS No. 128
establishes standards for computing and presenting earnings per share. SFAS
No. 128 simplifies the current standards for computing earnings per share and
makes them comparable to international earnings per share standards. Under
SFAS No. 128 the presentation of primary earnings per share is replaced with a
presentation of basic earnings per share. SFAS No. 128 also requires dual
presentation of basic and diluted earnings per share on the face of the income
statement for all entities with complex capital structures and requires the
reconciliation of the numerator and denominator of the basic earnings per share
computation to the numerator and denominator of the diluted earnings per share
computation. SFAS No. 128 is effective for financial statements issued for
periods ending after December 15, 1997, including interim periods and early
application is not permitted. SFAS No. 128 will require the restatement of all
prior period earnings per share data presented. Refer to the "Consolidated
37
<PAGE>
Statement of Income" and Note 16 - "Earnings Per Share" in the Consolidated
Financial Statements for this calculation.
The FASB has issued SFAS No. 130, "Reporting Comprehensive Income". SFAS
No. 130 requires all items that are required to be recognized under accounting
standards as components of comprehensive income to be reported in a financial
statement that is displayed in equal prominence with the other financial
statements. It does not require a specific format for that financial
statement, but requires that an enterprise display an amount representing total
comprehensive income for the period in that financial statement. Enterprises
are required to classify items of "other comprehensive income" by their nature
in the financial statement and display the balance of other comprehensive
income separately in the equity section of a statement of financial position.
SFAS No. 130 is effective for both interim and annual periods beginning
after December 15, 1997. Earlier application is permitted. Comparative
financial statements provided for earlier periods are required to be
reclassified to reflect the provisions of this statement. Publicly traded
enterprises that issue condensed financial statements for interim periods are
required to report a total for comprehensive income in those financial
statements. Bancshares will provide a statement of comprehensive income
beginning with its March 31, 1998 quarterly report on Form 10-Q.
The FASB has issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information". SFAS No. 131 requires that a public
business enterprise report financial and descriptive information about its
reportable operating segments. Operating segments are components of an
enterprise about which separate financial information is available and is
evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance.
SFAS No. 131 requires that a public business enterprise report a measure
of segment profit or loss, certain specific revenue and expense items and
segment assets. It requires a reconciliation of total segment revenues, total
segment profit or loss, total segment assets, and other amounts disclosed for
segments to corresponding amounts in the enterprise's general purpose financial
statements. SFAS No. 131 also requires a public business enterprise to report
descriptive information about the way that the operating segments were
determined, the products and services provided by the operating segments,
differences between the measurements used in reporting segment information and
those used in the enterprise's general purpose financial statements and changes
in the measurement of segment amounts from period to period.
SFAS No. 131 is effective for both interim and annual periods beginning
after December 15, 1997. Bancshares will provide a statement of comprehensive
income beginning with its March 31, 1998 quarterly report on Form 10-Q.
38
<PAGE>
ITEM 8. FINANCIAL STATEMENTS
First Decatur Bancshares, Inc. and Subsidiaries
Consolidated Balance Sheet
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
______________ _____________
<S> <C> <C>
ASSETS
Cash and due from banks $ 22,879,696 $ 32,817,670
Federal funds sold 17,145,000 15,770,000
------------- -------------
Cash and cash equivalents 40,024,696 48,587,670
Investment securities
Available for sale 106,600,089 94,352,502
Held to maturity 31,758,682 36,790,361
------------ -------------
Total investment securities 138,358,771 131,142,863
Loans 200,053,156 199,895,080
Allowance for loan losses (3,530,749) (3,381,519)
------------ -------------
Net loans 196,522,407 196,513,561
Premises and equipment 9,271,264 10,166,047
Other assets 8,060,228 7,712,720
------------ -------------
Total assets $392,237,366 $394,122,861
------------ -------------
------------ -------------
LIABILITIES
Deposits
Noninterest bearing $ 53,436,395 $ 54,672,633
Interest bearing 267,691,475 265,489,458
------------- -------------
Total deposits 321,127,870 320,162,091
Federal funds purchased and securities sold under repurchase
agreements 8,448,064 16,969,492
Federal Home Loan Bank advances 2,954,140 2,500,000
U.S. Treasury demand notes 3,151,013 2,332,708
Other liabilities 4,257,076 3,664,260
------------- -------------
Total liabilities 339,938,163 345,628,551
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, no par value
Authorized and unissued - 200,000 shares
Common stock, $0.01 par value
Authorized- 5,000,000 shares
Issued 2,909,397 shares, of which 30,910 shares and
22,361 shares were held as treasury stock 29,094 29,094
Capital surplus 7,857,952 7,853,637
Paid-in capital-phantom stock 166,470 145,862
Retained earnings 44,506,036 40,797,815
Net unrealized gain on securities available for sale 380,134 132,666
------------ -------------
52,939,686 48,959,074
Treasury stock, at cost (640,483) (464,764)
------------ -------------
Total stockholders' equity 52,299,203 48,494,310
------------ -------------
Total liabilities and stockholders' equity $392,237,366 $394,122,861
------------ -------------
------------ -------------
</TABLE>
See notes to consolidated financial statements.
39
<PAGE>
First Decatur Bancshares, Inc. and Subsidiaries
Consolidated Statement of Income
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
INTEREST INCOME
Loans receivable
Taxable $17,731,327 $16,646,331 $15,972,588
Tax exempt 103,761 116,411 120,716
Investment securities
Taxable 7,018,176 7,609,289 7,274,008
Tax exempt 782,958 645,095 630,966
Federal funds sold 587,597 421,399 656,422
Other interest income 62,010 28,609 24,454
----------- ----------- -----------
Total interest income 26,285,829 25,467,134 24,679,154
----------- ----------- -----------
INTEREST EXPENSE
Deposits 11,117,142 11,164,465 11,047,079
Federal funds purchased and securities sold under repurchase
agreements 304,524 293,105 206,442
Federal Home Loan Bank advances 201,017 77,471
U.S. Treasury demand notes 93,522 83,587 97,571
----------- ----------- -----------
Total interest expense 11,716,205 11,618,628 11,351,092
----------- ----------- -----------
NET INTEREST INCOME
14,569,624 13,848,506 13,328,062
Provision for loan losses 432,000 310,000 275,000
----------- ----------- -----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 14,137,624 13,538,506 13,053,062
----------- ----------- -----------
OTHER INCOME
Remittance processing income 4,240,590 5,747,797 9,088,188
Fiduciary activities 1,623,343 1,534,915 1,457,428
Service charges on deposit accounts 1,063,557 1,127,468 1,045,197
Loan servicing fees 342,127 293,163 163,082
Net realized gains (losses) on sales of securities available
for sale 11,019 (7,868) 7,517
Net gains on loan sales 151,706 117,802 140,626
Other income 985,487 873,485 594,069
----------- ----------- -----------
Total other income 8,417,829 9,686,762 12,496,107
----------- ----------- -----------
OTHER EXPENSES
Salaries and employee benefits 7,864,296 8,164,051 10,029,611
Net occupancy expenses 1,136,502 1,141,855 1,205,878
Equipment expenses 2,179,185 2,482,713 2,357,865
Data processing fees 325,828 369,662 561,318
Service charges from corresponding banks 497,987 756,001 1,089,293
Deposit and other insurance expense 247,278 222,768 563,391
Supplies 408,707 466,647 774,406
Professional fees 366,143 709,444 433,667
Postage 371,910 362,334 451,066
Other expenses 1,746,598 1,776,332 1,769,697
----------- ----------- -----------
Total other expenses 15,144,434 16,451,807 19,236,192
----------- ----------- -----------
INCOME BEFORE INCOME TAX 7,411,019 6,773,461 6,312,977
Income tax expense 2,317,961 2,253,537 2,019,717
----------- ----------- -----------
NET INCOME
$ 5,093,058 $ 4,519,924 $ 4,293,260
----------- ----------- -----------
----------- ----------- -----------
EARNINGS PER SHARE
BASIC EARNINGS PER SHARE $ 1.77 $ 1.56 $ 1.48
AVERAGE SHARES OUTSTANDING 2,885,090 2,900,533 2,901,477
DILUTED EARNINGS PER SHARE $ 1.76 $ 1.55 $ 1.48
AVERAGE SHARES OUTSTANDING 2,895,804 2,910,199 2,907,676
</TABLE>
See notes to consolidated financial statements.
40
<PAGE>
First Decatur Bancshares, Inc. and Subsidiaries
Consolidated Statement of Changes in Stockholders' Equity
<TABLE>
<CAPTION>
PAID-IN NET UNREALIZED
COMMON STOCK CAPITAL- GAIN (LOSS) ON
SHARES CAPITAL PHANTOM RETAINED SECURITIES TREASURY
ISSUED AMOUNT SURPLUS STOCK EARNINGS AVAILABLE FOR STOCK TOTAL
SALE
--------- ------- ---------- -------- ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCES, JANUARY 1, 1995 2,909,397 $29,094 $7,843,201 $33,402 $34,529,466 $(905,400) $(159,953) $41,369,810
Net income for 1995 4,293,260 4,293,260
Cash dividends ($.40 per
share) (1,157,489) (1,157,489)
Net change in unrealized gain
(loss) on securities available
for sale 1,320,431 1,320,431
Paid-in capital-phantom stock 58,001 58,001
Net treasury stock
transactions 9,579 (13,686) (4,107)
--------- ------- ---------- -------- ----------- -------------- ---------- ------------
BALANCES, DECEMBER 31, 1995 2,909,397 29,094 7,852,780 91,403 37,665,237 415,031 (173,639) 45,879,906
Net income for 1996 4,519,924 4,519,924
Cash dividends ($.44 per
share) (1,277,085) (1,277,085)
Net change in unrealized gain
(loss) on securities available
for sale (282,365) (282,365)
Cash payment to acquisition
dissenter (14,763) (110,261) (125,024)
Paid-in capital-phantom stock 54,459 54,459
Net treasury stock
transactions 15,620 (291,125) (275,505)
---------- ------- ------------ -------- ----------- -------------- ----------- ------------
BALANCES, DECEMBER 31, 1996 2,909,397 29,094 7,853,637 145,862 40,797,815 132,666 (464,764) 48,494,310
Net income for 1997 5,093,058 5,093,058
Cash dividends ($.48 per
share) (1,384,837) (1,384,837)
Net change in unrealized gain
(loss) on securities available
for sale 247,468 247,468
Paid-in capital-phantom stock 20,608 20,608
Net treasury stock
transactions 4,315 (175,719) (171,404)
---------- ------- ------------ --------- ----------- -------------- ----------- ------------
BALANCES, DECEMBER 31, 1997 2,909,397 $29,094 $7,857,952 $166,470 $44,506,036 $380,134 $(640,483) $52,299,203
---------- ------- ------------ --------- ----------- -------------- ----------- ------------
---------- ------- ------------ --------- ----------- -------------- ----------- ------------
</TABLE>
See notes to consolidated financial statements.
41
<PAGE>
First Decatur Bancshares, Inc. and Subsidiaries
Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 1997 1996 1995
------------- ------------ -----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 5,093,058 $ 4,519,924 $ 4,293,260
Adjustments to reconcile net income to net cash provided
by operating activities
Provision for loan losses 432,000 310,000 275,000
Amortization of goodwill 28,015 26,234 26,236
Depreciation 1,461,133 1,720,233 1,823,086
Deferred income tax 322,598 (119,771) 5,542
Investment securities amortization, net 176,280 384,845 388,336
Investment securities (gains) losses (11,019) 7,868 (7,517)
Gains on loan sales (151,706) (117,802) (140,626)
Loans originated for resale (13,066,120) (10,356,691) (15,932,369)
Proceeds from sales of loans originated for resale 13,217,826 10,474,493 16,072,995
Paid-in capital-phantom stock 20,608 54,459 58,001
Net change in
Other assets (375,523) 527,333 (349,117)
Other liabilities 153,506 (614,844) 596,936
------------- ------------ ------------
Net cash provided by operating activities 7,300,656 6,816,281 7,109,763
------------- ------------ ------------
INVESTING ACTIVITIES
Purchases of securities available for sale (47,977,838) (23,686,550) (40,084,095)
Proceeds from maturities of securities available for sale 29,986,637 16,782,157 18,504,687
Proceeds from sales of securities available for sale 5,993,748 2,983,125 11,186,551
Purchases of securities held to maturity (4,826,700) (3,146,220) (5,493,216)
Proceeds from maturities of securities held to maturity 9,807,164 12,858,791 7,989,716
Net change in loans (440,846) (11,049,087) 5,262,628
Proceeds from disposal of premises and equipment 1,513,744
Purchases of premises and equipment (566,350) (827,791) (4,665,990)
------------- ------------ ------------
Net cash used by investing activities (8,024,185) (4,571,831) (7,299,719)
------------- ------------ ------------
FINANCING ACTIVITIES
Net change in
Demand and savings deposits 9,701,278 (3,555,276) (3,074,262)
Certificates of deposit (8,735,499) 1,007,697 5,223,192
Federal funds purchased and securities sold under repurchase
agreements (8,521,428) 7,988,037 896,117
U.S. Treasury demand notes 818,305 1,507,828 (1,726,013)
Federal Home Loan Bank advances 454,140 2,500,000
Cash dividends (1,384,837) (1,277,085) (1,157,489)
Cash payment to acquisition dissenter (125,024)
Net cash purchase of treasury stock (171,404) (275,505) (4,107)
------------ ------------ ------------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (7,839,445) 7,770,672 157,438
------------ ------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (8,562,974) 10,015,122 (32,518)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 48,587,670 38,572,548 38,605,066
------------ ------------ ------------
CASH AND CASH EQUIVALENTS, END OF YEAR $40,024,696 $48,587,670 $38,572,548
------------ ------------ ------------
------------ ------------ ------------
ADDITIONAL CASH FLOWS INFORMATION
Interest paid $11,773,964 $11,689,216 $10,584,543
Income tax paid 1,902,061 2,338,015 1,961,008
Transfer of investment securities held to maturity to
available for sale 29,576,613
</TABLE>
See notes to consolidated financial statements.
42
<PAGE>
FIRST DECATUR BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of First Decatur Bancshares, Inc.
("Company"), and its wholly owned subsidiaries, The First National Bank of
Decatur ("Decatur Bank"), FirsTech, Inc. ("FirsTech"), and First Shelby
Financial Group, Inc. ("First Shelby") and First Shelby's wholly owned
subsidiary, First Trust Bank of Shelbyville ("Shelby Bank"), conform to
generally accepted accounting principles and reporting practices followed by
the banking industry. The more significant of the policies are described
below.
During May, 1997 First Shelby was dissolved and its subsidiary, Shelby
Bank, is now a wholly owned subsidiary of the Company. The net assets of First
Shelby were transferred to the Company.
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 revenue and expenses during the
reporting period. Actual results could differ from those estimates.
The Company is a holding company whose principal activity is the
ownership and management of the subsidiaries. Decatur Bank operates under a
national charter and provides full banking services, including trust services.
As a national bank, Decatur Bank is subject to regulation by the Office of
the Comptroller of the Currency and the Federal Deposit Insurance Corporation
("FDIC"). Shelby Bank operates under a state bank charter and provides full
banking services, including trust services. As a state bank, Shelby Bank is
subject to regulation by the Office of Banks and Real Estate, State of
Illinois, and the FDIC.
The Banks generate commercial, mortgage and consumer loans and receive
deposits from customers located primarily in Central Illinois. The Banks'
loans are generally secured by specific items of collateral including real
property, consumer assets and business assets. FirsTech is a remittance
processing company that provides various remittance processing services
primarily for several large utility companies.
CONSOLIDATION - The consolidated financial statements include the accounts
of the Company and the subsidiaries after elimination of all material
intercompany transactions and accounts.
INVESTMENT SECURITIES - Debt securities are classified as held to maturity
when the Company has the positive intent and ability to hold the securities
to maturity. Securities held to maturity are carried at amortized Cost.
Debt securities not classified as held to maturity are classified as
available for sale. Securities available for sale are carried at fair value
with unrealized gains and losses reported separately in stockholders' equity,
net of tax.
Amortization of premiums and accretion of discounts are recorded as interest
income from securities. Realized gains and losses are recorded as net security
gains (losses). Gains and losses on sales of securities are determined on the
specific-identification method.
43
<PAGE>
FIRST DECATUR BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
MORTGAGE SERVICING RIGHTS on originated loans are capitalized by allocating
the total cost of the mortgage loans between the mortgage servicing rights
and the loans based on their relative fair values. Capitalized servicing
rights are amortized in proportion to and over the period of estimated
servicing revenues.
LOANS are carried at the principal amount outstanding. Interest income is
accrued on the principal balances of loans, except for installment loans with
add-on interest, for which a method that approximates the level yield method
is used. The accrual of interest on impaired loans is discontinued when, in
management's opinion, the borrowers may be unable to meet payments as they
become due. When interest accrual is discontinued, all unpaid accrued interest
is reversed when considered uncollectible. Interest income is subsequently
recognized only to the extent cash payments are received.
ALLOWANCE FOR LOAN LOSSES is maintained to absorb loan losses based on
management's continuing review and evaluation of the loan portfolios and its
judgment as to the impact of economic conditions on the portfolios. The
evaluation by management includes consideration of past loss experience,
changes in the composition of the portfolios, the current condition and amount
of loans outstanding, and the probability of collecting all amounts due.
Impaired loans are measured by the present value of expected future cash flows,
or the fair value of the collateral of the loan, if collateral dependent.
The determination of the adequacy of the allowance for loan losses is based
on estimates that are particularly susceptible to significant changes in the
economic environment and market conditions. Management believes that as of
December 31, 1997, the allowance for loan losses is adequate based on
information currently available. A worsening or protracted economic decline
in the area within which the Company operates would increase the likelihood
of additional losses due to credit and market risks and could create the need
for additional loss reserves.
PREMISES AND EQUIPMENT are carried at cost net of accumulated depreciation.
Depreciation is computed using primarily the straight-line method based
principally on the estimated useful lives of the assets. Maintenance and
repairs are expensed as incurred while major additions and improvements are
capitalized. Gains and losses on dispositions are included in current
operations.
INTANGIBLE ASSETS are being amortized on a straight-line basis over fifteen
years. Such assets are periodically evaluated as to the recoverability of
their carrying value.
TREASURY STOCK is stated at cost. Cost is determined by the first-in, first-
out method.
INCOME TAX in the consolidated statement of income includes deferred income
tax provisions or benefits for all significant temporary differences in
recognizing income and expenses for financial reporting and income tax
purposes. The Company files consolidated income tax returns with its
subsidiaries.
EARNINGS PER SHARE - Basic earnings per share have been computed based upon
the weighted average common shares outstanding during each year excluding all
dilution. Diluted earnings per share reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the Company.
44
<PAGE>
FIRST DECATUR BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
2. BUSINESS COMBINATION
On April 1, 1996, the Company consummated a business combination with First
Shelby. The Company issued 695,852 shares of common stock in exchange for the
outstanding shares of First Shelby common stock. The pooling-of-interest
method of accounting for business combinations was used to account for the
transaction. Accordingly, the consolidated balance sheet as of December 31,
1995 and the related consolidated statements of income, changes in
stockholders' equity, and cash flows for the year ended December 31, 1995, of
the Company and First Shelby have been combined as if the combination had been
in effect for the period presented.
For the three month period ended March 31, 1996, the Company and First Shelby
had total interest and other income of $7,778,736 and $1,150,385, and net
income of $947,531 and $184,444, respectively. In addition, the Company and
First Shelby paid dividends totaling $243,121 and $77,151, respectively, and
the Company also had net treasury stock sales of $10,992.
Presented below is the combined condensed financial information for the
Company and First Shelby.
Pro Forma Combined Condensed Statements of Income
<TABLE>
<CAPTION>
PRO FORMA
YEAR ENDED DECEMBER 31, 1995 COMPANY FIRST SHELBY COMBINED
------------ ------------ ------------
<S> <C> <C> <C>
Total interest income $20,382,729 $4,296,425 $24,679,154
Total interest expense 9,254,790 2,096,302 11,351,092
------------ ------------ ------------
Net interest income 11,127,939 2,200,123 13,328,062
Provision for loan losses 275,000 275,000
------------ ------------ ------------
Net interest income after provision for loan losses 10,852,939 2,200,123 13,053,062
Total other income 12,180,340 315,767 12,496,107
Total other expenses (17,669,371) (1,566,821) (19,236,192)
------------ ------------ ------------
Income before income tax 5,363,908 949,069 6,312,977
Income tax expense 1,840,921 178,796 2,019,717
------------ ------------ ------------
Net income $3,522,987 $770,273 $4,293,260
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
3. RESTRICTION ON CASH AND DUE FROM BANKS
The Banks are required to maintain reserve funds in cash and/or on deposit
with the Federal Reserve Bank. The reserve required at December 31, 1997, was
$5,466,000.
45
<PAGE>
FIRST DECATUR BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
4. INVESTMENT SECURITIES
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
DECEMBER 31, 1997 COST GAINS LOSSES VALUE
-------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Available for sale
U.S. Treasury $ 28,497,217 $ 305,392 $ (12,244) $ 28,790,365
Federal agencies 61,355,239 299,325 (56,555) 61,598,009
State and municipal 3,103,114 33,768 3,136,882
Mortgage-backed securities 13,068,558 43,265 (36,990) 13,074,833
-------------- ------------- ------------- --------------
Total available for sale 106,024,128 681,750 (105,789) 106,600,089
-------------- ------------- ------------- --------------
Held to maturity
U.S. Treasury 2,449,117 17,336 (1,141) 2,465,312
Federal agencies 2,452,357 9,562 (1,236) 2,460,683
State and municipal 17,641,535 399,122 (107) 18,040,550
Mortgage-backed securities 9,215,673 (6,028) 9,209,645
-------------- ------------- ------------- --------------
Total held to maturity 31,758,682 426,020 (8,512) 32,176,190
-------------- ------------- ------------- --------------
Total investment securities$ 137,782,810 $ 1,107,770 $ (114,301) $138,776,279
-------------- ------------- ------------- --------------
-------------- ------------- ------------- --------------
</TABLE>
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
DECEMBER 31, 1996 COST GAINS LOSSES VALUE
------------- --------- ----------- -------------
<S> <C> <C> <C> <C>
Available for sale
U.S. Treasury $ 32,416,906 $261,241 $ (99,222) $ 32,578,925
Federal agencies 54,686,279 249,647 (156,707) 54,779,219
Mortgage-backed securities 7,037,536 35,867 (79,045) 6,994,358
------------- --------- ----------- -------------
Total available for sale 94,140,721 546,755 (334,974) 94,352,502
------------- --------- ----------- -------------
Held to maturity
U.S. Treasury 5,204,084 37,927 (14,339) 5,227,672
Federal agencies 2,756,587 14,935 (10,057) 2,761,465
State and municipal 14,004,848 235,232 (45,714) 14,194,366
Mortgage-backed securities 14,824,842 118,841 (107,503) 14,836,180
------------- --------- ---------- -------------
Total held to maturity 36,790,361 406,935 (177,613) 37,019,683
------------- --------- ---------- -------------
Total investment securities $ 130,931,082 $953,690 $(512,587) $131,372,185
============= ========= ========== =============
</TABLE>
46
<PAGE>
FIRST DECATUR BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The amortized cost and fair value of securities held to maturity and available
for sale at December 31, 1997, by contractual maturity, are shown below.
Expected maturities will differ from contractual maturities because issuers
may have the right to call or prepay obligations with or without call or
prepayment penalties.
<TABLE>
<CAPTION>
HELD TO MATURITY AVAILABLE FOR SALE
AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Within one year $ 4,948,983 $ 4,960,668 $39,264,052 $39,216,024
One to five years 8,733,626 8,881,137 45,066,531 45,525,336
Five to ten years 6,232,637 6,411,975 6,521,873 6,647,865
After ten years 2,627,763 2,712,765 2,103,114 2,136,031
----------- ----------- ----------- -----------
22,543,009 22,966,545 92,955,570 93,525,256
Mortgage-backed securities 9,215,673 9,209,645 13,068,558 13,074,833
----------- ----------- ----------- -----------
Totals $31,758,682 $32,176,190 $106,024,128 $106,600,089
=========== =========== ============ ============
</TABLE>
Securities with a carrying value of approximately $63,995,000 and $75,039,000
were pledged at December 31, 1997 and 1996 to secure certain deposits and for
other purposes as permitted or required by law.
Proceeds from sales of securities available for sale during 1997, 1996, and
1995 were $5,993,748, $2,983,125, and $11,186,551. Gross gains of $11,019,
$3,527, and $25,563; and gross losses of $0, $11,395, and $18,046 were
realized on those sales.
There were no sales of securities held to maturity in 1997, 1996, or 1995.
In December, 1995, the Company transferred certain securities from held to
maturity to available for sale in accordance with a transition
reclassification allowed by the Financial Accounting Standards Board. Such
securities had a carrying value of $29,576,613 and a fair value of
$29,440,772. There were no securities transfers between classifications
during 1997 or 1996.
With the exception of securities of the U.S. Treasury and other U.S.
Government agencies and corporations, the Company did not hold any securities
of a single issuer, payable from and secured by the same source of revenue or
taxing authority, the book value of which exceeds 10% of stockholders' equity
at December 31, 1997.
47
<PAGE>
FIRST DECATUR BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
5. LOANS AND ALLOWANCE
<TABLE>
<CAPTION>
DECEMBER 31 1997 1996
------------- -------------
<S> <C> <C>
Commercial and industrial loans $ 29,694,594 $ 25,742,303
Real estate loans 93,884,764 84,220,073
Construction loans 6,707,481 11,658,518
Agricultural production financing and other loans to farmers 7,822,468 7,836,475
Individuals' loans for household and other personal expenditures
and other loans 62,578,433 72,377,114
Tax-exempt loans 1,600,170 2,033,154
------------- -------------
202,287,910 203,867,637
Unearned interest on loans (2,234,754) (3,972,557)
------------- -------------
Total loans $200,053,156 $199,895,080
============= =============
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Allowance for loan losses
Balances, January 1 $3,381,519 $3,355,735 $3,375,252
Provision for losses 432,000 310,000 275,000
Recoveries on loans 325,499 178,652 189,115
Loans charged off (608,269) (462,868) (483,632)
----------- ----------- -----------
Balances, December 31 $3,530,749 $3,381,519 $3,355,735
=========== =========== ===========
</TABLE>
The amounts of impaired loans outstanding at December 31, 1997, 1996, and
1995 and during 1997, 1996 and 1995 were immaterial.
48
<PAGE>
FIRST DECATUR BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The Banks have entered into transactions with certain directors, executive
officers, significant stockholders and their affiliates or associates
(related parties). Such transactions were made in the ordinary course of
business on substantially the same terms and conditions, including interest
rates and collateral, as those prevailing at the same time for comparable
transactions with other customers, and did not, in the opinion of management,
involve more than normal credit risk or present other unfavorable features.
The aggregate amount of loans, as defined, to such related parties were as
follows:
Balances, January 1, 1997 $2,882,000
Changes in composition of related parties (310,000)
New loans, including renewals 1,095,000
Payments, etc., including renewals (629,000)
-----------
Balances, December 31, 1997 $3,038,000
===========
6. PREMISES AND EQUIPMENT
<TABLE>
<CAPTION>
DECEMBER 31 1997 1996
<S> <C> <C>
Land $1,655,652 $1,655,652
Buildings and improvements 7,516,037 7,102,734
Equipment 9,121,990 9,067,742
---------- ----------
Total cost 18,293,679 17,826,128
Accumulated depreciation (9,022,415) (7,660,081)
----------- -----------
Net $9,271,264 $10,166,047
=========== ===========
</TABLE>
7. LOAN SERVICING
Mortgage loans serviced for others are not included in the accompanying
consolidated balance sheet. The unpaid principal balances of mortgage loans
serviced for others totaled $67,022,000, $64,902,000, and $65,510,000 at
December 31, 1997, 1996, and 1995.
In 1996, the Company adopted Statement of Financial Accounting Standards
("SFAS") No. 122, ACCOUNTING FOR MORTGAGE SERVICING RIGHTS. This Statement
requires the capitalization of retained mortgage servicing rights on
originated or purchased loans by allocating the total cost of the mortgage
loans between the mortgage servicing rights and the loans (without the
servicing rights) based on their relative fair values. SFAS No. 122 was
superseded during 1996 by SFAS No. 125, ACCOUNTING FOR TRANSFERS AND
SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENT OF LIABILITIES. SFAS No. 125
(as did SFAS No. 122) requires the assessment of impairment of capitalized
mortgage servicing rights and requires that impairment be recognized through
a valuation allowance based on the fair value of those rights. The aggregate
fair value of capitalized mortgage servicing rights at December 31, 1997 and
1996, totaled $210,234 and $101,279. Comparable market values and a valuation
model that calculates the present value of future cash flows were used to
estimate fair value. For purposes of measuring impairment, risk
characteristics including product type, investor type, and interest rates
were used to stratify the originated mortgage servicing rights.
49
<PAGE>
FIRST DECATUR BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 1997 1996
--------- ---------
<S> <C> <C>
Mortgage Servicing Rights
Balances, January 1 $101,279 $ 0
Servicing rights capitalized 130,650 106,186
Amortization of servicing rights (21,695) (4,907)
--------- ---------
Balances, December 31 $210,234 $101,279
========= =========
</TABLE>
8. DEPOSITS
<TABLE>
<CAPTION>
DECEMBER 31 1997 1996
------------ ----------
<S> <C> <C>
Demand deposits $127,287,607 $115,582,157
Savings deposits 46,368,736 48,372,908
Certificates and other time deposits of $100,000 or more 44,819,624 54,139,966
Other certificates and time deposits 102,651,903 102,067,060
------------- ------------
Total deposits $321,127,870 $320,162,091
============= ============
</TABLE>
Certificates and other time deposits maturing in years ending December 31,
1998 $106,988,806
1999 35,917,035
2000 3,780,339
2001 690,991
2002 94,356
------------
$147,471,527
============
9. BORROWINGS
Securities sold under agreements to repurchase totaled $7,993,064 and
$16,324,492 and federal funds purchased totaled $455,000 and $645,000 at
December 31, 1997 and 1996. Securities sold under agreements to repurchase
consist of obligations of the Company to other parties. The obligations are
secured by various investment securities and such collateral is held by
various institutions in safekeeping. The maximum amount of outstanding
agreements at any month-end during 1997 and 1996 totaled $15,249,708 and
$17,469,463 and the daily average of such agreements totaled $10,786,770
and $10,329,748. The agreements at December 31, 1997, mature as follows:
$7,498,064 in 1998 and $950,000 in 1999.
Federal Home Loan Bank ("FHLB") advances, 6.84%, due February, 2007 are
secured by first-mortgage loans. FHLB advances are subject to restrictions
or penalties in the event of prepayment.
50
<PAGE>
FIRST DECATUR BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
10. STOCKHOLDERS' EQUITY
The Company has an employee stock option plan ("Plan") which is accounted for
in accordance with Accounting Principles Board Opinion No. 25, ACCOUNTING FOR
STOCK ISSUED TO EMPLOYEES, and related interpretations. Under this plan, the
Company grants selected key officers stock option awards which vest and become
fully exercisable after the fifth anniversary of date of the grant. Stock
options granted under this plan shall expire ten years from date of grant. At
December 31, 1997, there were options (not intended to be incentive stock
options) for 17,250 shares outstanding. These options were granted on December
31, 1993, with an exercise price of $16.67 per share and a remaining
contractual life of six years. No shares have been exercised pursuant to the
Plan and no shares are vested or exercisable at December 31, 1997, 1996, and
1995. During 1997, options for 1,200 shares were forfeited.
The Company has a deferred compensation plan for nonemployee directors of the
Company in which a participating director may defer directors fees in a fixed
income fund or, alternatively, in the form of "phantom stock units." A
deferred compensation account, for those directors electing to receive phantom
stock, shall be credited with phantom stock units. Phantom stock units shall
also be increased by any stock dividends or stock splits declared by the
Company. At December 31, 1997 and 1996, $166,470 and $145,862 had been
deferred and credited to equity form this plan, which represented 8,172
and 7,331 phantom stock units.
11. INCOME TAX
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Income tax expense
Currently payable
Federal $1,988,381 $2,328,323 $1,907,430
State 6,982 44,985 106,745
Deferred
Federal 322,598 (119,771) 5,542
---------- ----------- -----------
Total income tax expense $2,317,961 $2,253,537 $2,019,717
========== =========== ===========
Reconciliation of federal statutory to actual tax expense
Federal statutory income tax at 34% $2,519,746 $2,302,977 $2,146,412
Tax exempt interest (266,477) (258,912) (223,556)
Nondeductible expenses 22,320 161,301 35,366
Effect of state income taxes 4,608 29,690 70,452
Other 37,764 18,481 (8,957)
---------- ----------- -----------
Actual tax expense $2,317,961 $2,253,537 $2,019,717
========== =========== ===========
</TABLE>
51
<PAGE>
FIRST DECATUR BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
A cumulative net deferred tax liability is included in other liabilities.
The components are as follows:
<TABLE>
<CAPTION>
DECEMBER 31 1997 1996
------------ ------------
<S> <C> <C>
ASSETS
Loan losses $ 501,448 $ 451,544
Equipment sales 11,206 68,013
Other 2,965 40,247
------------ ------------
Total assets 515,619 559,804
------------ ------------
LIABILITIES
Depreciation 691,393 411,882
Pensions and other employee benefits 120,680 161,871
Net unrealized gain on securities available for sale 195,827 79,115
Discount accretion 43,129 40,082
Mortgage servicing rights 71,480 34,434
------------ ------------
Total liabilities 1,122,509 727,384
------------ ------------
$ (606,890) $ (167,580)
============= =============
</TABLE>
The income tax expense (benefit) attributed to net gains or losses on sales
of securities available for sale during 1997, 1996, and 1995 was
approximately $3,750, $(2,700), and $2,600.
12. COMMITMENTS AND CONTINGENT LIABILITIES
In the normal course of business there are outstanding commitments and
contingent liabilities, such as commitments to extend credit and standby
letters of credit, which are not included in the accompanying financial
statements. The Banks' exposure to credit loss in the event of nonperformance
by the other party to the financial instruments for commitments to extend
credit and standby letters of credit is represented by the contractual or
notional amount of those instruments. The Banks use the same credit policies
in making such commitments as they do for instruments that are included in
the consolidated balance sheet.
Financial instruments whose contract amount represents credit risk as of
December 31 were as follows:
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
COMMITMENTS TO EXTEND CREDIT $46,555,000 $50,191,000
STANDBY LETTERS OF CREDIT 4,626,000 7,594,000
</TABLE>
52
<PAGE>
FIRST DECATUR BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Since many of the commitments are
expected to expire without being drawn upon, the total commitment amounts do
not necessarily represent future cash requirements. The Banks evaluate each
customer's credit worthiness on a case-by-case basis. The amount of collateral
obtained, if deemed necessary by the Banks' upon extension of credit, is
based on management's credit evaluation. Collateral held varies but may
include accounts receivable, inventory, property and equipment, and income-
producing commercial properties.
Standby letters of credit are conditional commitments issued by the Banks to
guarantee the performance of a customer to a third party.
The Company and subsidiaries are also subject to claims and lawsuits which
arise primarily in the ordinary course of business. It is the opinion of
management that the disposition or ultimate resolution of such claims and
lawsuits will not have a material adverse effect on the consolidated financial
position of the Company.
13. RESTRICTION ON DIVIDENDS
Without prior approval of the Comptroller of the Currency, Decatur Bank is
restricted by national banking laws as to the maximum amount of dividends
it can pay in any calendar year to Decatur Bank's retained net profits (as
defined) for that year and the two preceding years. At January 1, 1998,
Decatur Bank had available retained earnings of approximately $4,860,000 for
the payment of dividends without obtaining prior regulatory approval.
Without prior approval, Shelby Bank is restricted by Illinois law and
regulations of the Office of Banks and Real Estate, State of Illinois, and
the FDIC as to the maximum amount of dividends it can pay to its parent to the
balance of the retained earnings account, adjusted for defined bad debts. At
January 1, 1998, Shelby Bank had available retained earnings of approximately
$10,949,000 for the payment of dividends.
As a practical matter, the Banks restrict dividends to a lesser amount because
of their goal to maintain a strong capital structure.
14. REGULATORY CAPITAL
The Company and Banks are subject to various regulatory capital requirements
administered by the federal banking agencies and are assigned to a capital
category. The assigned capital category is largely determined by three ratios
that are calculated according to the regulations: total risk adjusted capital,
Tier 1 capital, and Tier 1 leverage ratios. The ratios are intended to measure
capital relative to assets and credit risk associated with those assets and
off-balance sheet exposures of the entity. The capital category assigned to an
entity can also be affected by qualitative judgments made by regulatory
agencies about the risk inherent in the entity's activities that are not part
of the calculated ratios.
There are five capital categories defined in the regulations, ranging from
well capitalized to critically undercapitalized. Classification of a bank
in any of the undercapitalized categories can result in actions by regulators
that could have a material effect on a bank's operations. At December 31,
1997, the Company and Banks are categorized as well capitalized and met all
subject capital adequacy requirements. There are no conditions or events since
December 31, 1997 that management believes have changed the Company's or
Banks' classification.
53
<PAGE>
FIRST DECATUR BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The Company's and Banks' actual and required capital amounts and ratios are
as follows:
<TABLE>
<CAPTION>
REQUIRED FOR TO BE WELL
ACTUAL ADEQUATE CAPITAL {1} CAPITALIZED {1}
DECEMBER 31, 1997 AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
----------- ------ ------------ ------ ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Total capital {1} (to risk-weighted assets)
CONSOLIDATED $54,203,000 26.8% $16,151,000 8.0% N/A
DECATUR BANK 35,103,000 19.3 14,552,000 8.0 $18,190,000 10.0%
SHELBY BANK 12,075,000 45.4 2,128,000 8.0 2,660,000 10.0
TIER I CAPITAL {1} (TO RISK-WEIGHTED ASSETS)
CONSOLIDATED 51,667,000 25.6 8,075,000 4.0 N/A
DECATUR BANK 32,815,000 18.0 7,276,000 4.0 10,914,000 6.0
SHELBY BANK 11,939,000 44.9 1,064,000 4.0 1,596,000 6.0
TIER I CAPITAL {1} (TO AVERAGE ASSETS)
CONSOLIDATED 51,667,000 13.0 15,897,000 4.0 N/A
DECATUR BANK 32,815,000 10.2 12,813,000 4.0 16,016,000 5.0
SHELBY BANK 11,939,000 17.1 2,790,000 4.0 3,487,000 5.0
</TABLE>
<TABLE>
<CAPTION>
REQUIRED FOR TO BE WELL
ACTUAL ADEQUATE CAPITAL {1} CAPITALIZED {1}
DECEMBER 31, 1996 AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------------ ----- ------------ ------ ----------- ------
<S> <C> <C> <C> <C> <C> <C>
Total capital {1} (to risk-weighted assets)
CONSOLIDATED $ 50,756,000 24.0% $ 16,969,000 8.0% N/A
DECATUR BANK 32,610,000 17.5 14,859,000 8.0 $18,573,000 10.0%
SHELBY BANK 11,378,000 51.3 1,775,000 8.0 2,218,000 10.0
TIER I CAPITAL {1} (TO RISK-WEIGHTED ASSETS)
CONSOLIDATED 48,236,000 22.7 8,484,000 4.0 N/A
DECATUR BANK 30,277,000 16.3 7,429,000 4.0 11,144,000 6.0
SHELBY BANK 11,265,000 50.8 887,000 4.0 1,331,000 6.0
TIER I CAPITAL {1} (TO AVERAGE ASSETS)
CONSOLIDATED 48,236,000 12.4 15,516,000 4.0 N/A
DECATUR BANK 30,277,000 9.6 12,593,000 4.0 15,741,000 5.0
SHELBY BANK 11,265,000 16.5 2,726,000 4.0 3,408,000 5.0
{1} As defined by regulatory agencies
</TABLE>
54
<PAGE>
FIRST DECATUR BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
15. EMPLOYEE BENEFIT PLANS
The Company's defined-benefit pension plan covers substantially all of
Decatur Bank's and FirsTech's employees. Each year employees accrue a benefit
of 2.75% of current year compensation. The Company's general funding policy
is to contribute amounts deductible for federal income tax purposes.
Contributions are intended to provide not only for benefits attributed to
service to date but also for those expected to be earned in the future.
Pension expense (benefit) was $(21,882), $60,632, and $58,683 for 1997, 1996,
and 1995.
The following table sets forth the plan's funded status and amounts recognized
in the consolidated balance sheet:
<TABLE>
<CAPTION>
DECEMBER 31 1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Actuarial present value of
ACCUMULATED BENEFIT OBLIGATION INCLUDING VESTED
BENEFITS OF $5,483,509, $4,980,315, AND
$4,517,738 $5,981,613 $5,680,579 $5,191,122
========== ========== ==========
PROJECTED BENEFIT OBLIGATION FOR SERVICE
RENDERED TO DATE $(7,329,830) $(7,143,765) $(6,591,863)
PLAN ASSETS AT FAIR VALUE, PRIMARILY PUBLICLY
TRADED STOCKS AND BONDS 9,606,834 8,315,335 7,547,099
------------ ------------ ------------
PLAN ASSETS IN EXCESS OF PROJECTED BENEFIT
OBLIGATION 2,277,004 1,171,570 955,236
UNRECOGNIZED NET (GAIN) LOSS FROM EXPERIENCE
DIFFERENT THAN THAT ASSUMED (954,917) 254,154 656,639
UNRECOGNIZED PRIOR SERVICE COST (238,038) (257,493) (276,948)
UNRECOGNIZED NET ASSET AT JANUARY 1, 1987 BEING
RECOGNIZED OVER 15 YEARS (424,262) (530,326) (636,390)
------------- ------------ ------------
PREPAID PENSION COST INCLUDED IN OTHER ASSETS $659,787 $ 637,905 $ 698,537
============= ============ ============
PENSION EXPENSE (BENEFIT) INCLUDES THE FOLLOWING COMPONENTS
SERVICE COST - BENEFITS EARNED DURING THE YEAR $ 313,654 $345,998 $ 262,809
INTEREST COST ON PROJECTED BENEFIT OBLIGATION 481,060 469,549 428,466
ACTUAL RETURN ON PLAN ASSETS (1,579,684) (1,058,782) (1,630,891)
NET AMORTIZATION AND DEFERRAL 763,088 303,867 998,299
------------- ------------ ------------
$ (21,882) $ 60,632 $ 58,683
============= ============ ============
ASSUMPTIONS USED IN THE ACCOUNTING WERE:
DISCOUNT RATE 7.25% 7.25% 7.25%
RATE OF INCREASE IN COMPENSATION 5.00 5.00 5.00
EXPECTED LONG-TERM RATE OF RETURN ON ASSETS 8.50 8.50 8.50
</TABLE>
55
<PAGE>
FIRST DECATUR BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Decatur Bank and FirsTech have a retirement savings 401(k) plan in which
substantially all employees may participate. Under this plan, employees are
able to make payroll deferrals not to exceed 15% of a participant's
compensation. No matching contributions are made by the Company.
Decatur Bank and FirsTech also have an Employee Stock Ownership Plan covering
substantially all employees. The cost of the plan is borne by Decatur Bank
and FirsTech through contributions to an Employee Stock Ownership Trust in
amounts determined by the Board of Directors. The contributions to the plan
in 1997, 1996, and 1995 were $173,000, $156,000, and $145,000.
Shelby Bank has a profit sharing plan covering substantially all employees.
Profit sharing expense for this plan was $46,902, $44,948, and $48,215 for
1997, 1996, and 1995.
16. EARNINGS PER SHARE
Earnings per share (EPS) were computed as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997 YEAR ENDED DECEMBER 31, 1996 YEAR ENDED DECEMBER 31, 1995
Weighted Per Weighted Per Weighted Per
Average Share Average Share Average Share
Income Shares Amount Income Shares Amount Income Shares Amount
---------- ---------- ------ --------- --------- ------ ---------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIC EARNINGS PER SHARE
Income available to common
stockholders $5,093,058 2,885,090 $1.77 $4,519,924 2,900,533 $1.56 $4,293,260 2,901,477 $1.48
Effect of Dilutive
Securities
Stock options 3,557 3,804 3,072
Phantom stock units 7,157 5,862 3,127
--------- --------- ---------
Diluted Earnings Per Share
Income available to common
stockholders and assumed
conversions $5,093,058 2,895,804 $1.76 $4,519,924 2,910,199 $1.55 $4,293,260 2,907,676 $1.48
========== ========= ===== ========== ========= ===== ========== ========= =====
</TABLE>
17. FAIR VALUES OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value
of each class of financial instrument:
CASH AND CASH EQUIVALENTS - The fair value of cash and cash equivalents
approximates carrying value.
INVESTMENT SECURITIES - Fair values are based on quoted market prices.
LOANS - For both short-term loans and variable-rate loans that reprice
frequently and with no significant change in credit risk, fair values are
based on carrying values. The fair value for other loans is estimated using
discounted cash flow analyses using interest rates currently being offered
for loans with similar terms to borrowers of similar credit quality.
56
<PAGE>
FIRST DECATUR BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
INTEREST RECEIVABLE/PAYABLE - The fair values of interest receivable/payable
approximate carrying values.
DEPOSITS - The fair values of demand and savings accounts are equal to the
amount payable on demand at the balance sheet date. The carrying amounts
for variable rate, fixed-term certificates and other time deposits
approximate their fair values at the balance sheet date. Fair values for
fixed-rate certificates and other time deposits are estimated using a
discounted cash flow calculation that applies interest rates currently being
offered on certificates to a schedule of aggregated expected monthly
maturities on such time deposits.
FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER REPURCHASE AGREEMENTS -
Federal funds purchased and securities sold under repurchase agreements are
short-term borrowing arrangements. The rates at December 31, 1997 and 1996
approximate market rates, thus, the fair value approximates carrying value.
U.S. TREASURY DEMAND NOTES - The fair value of U.S. Treasury demand notes
approximates carrying value.
FHLB ADVANCES - The fair value of these borrowings is estimated using
discounted cash flow analysis using interest rates currently available for
FHLB advances with similar terms.
OFF-BALANCE SHEET COMMITMENTS - Commitments include commitments to extend
credit and standby letters of credit and are generally of a short-term nature.
The fair value of such commitments are based on fees currently charged to
enter into similar arrangements, taking into account the remaining terms of
the agreements and the counterparties' credit standings.
The estimated fair values of the Company's financial instruments are as
follows:
<TABLE>
<CAPTION>
1997 1996
Carrying Fair Carrying Fair
DECEMBER 31 Amount Value Amount Value
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
CASH AND CASH EQUIVALENTS $ 40,024,696 $ 40,024,696 $48,587,670 $48,587,670
INVESTMENT SECURITIES
AVAILABLE FOR SALE 106,600,089 106,600,089 94,352,502 94,352,502
HELD TO MATURITY 31,758,682 32,176,190 36,790,361 37,019,683
LOANS 200,053,156 211,161,477 199,895,080 201,173,020
INTEREST RECEIVABLE 3,511,452 3,511,452 3,492,262 3,492,262
LIABILITIES
DEPOSITS 321,127,870 324,561,770 320,162,091 320,806,326
FEDERAL FUNDS PURCHASED AND SECURITIES
SOLD UNDER REPURCHASE AGREEMENTS 8,448,064 8,448,064 16,969,492 16,969,492
U.S. TREASURY DEMAND NOTES 3,151,013 3,151,013 2,332,708 2,332,708
FHLB ADVANCES 2,954,140 2,985,306 2,500,000 2,500,000
INTEREST PAYABLE 2,393,781 2,393,781 2,451,541 2,451,541
OFF-BALANCE SHEET ASSETS (LIABILITIES)
COMMITMENTS TO EXTEND CREDIT 0 0 0 0
STANDBY LETTERS OF CREDIT 0 0 0 0
</TABLE>
57
<PAGE>
FIRST DECATUR BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
18. BUSINESS INDUSTRY SEGMENTS
The Company currently operates in two industry segments. The primary business
involves providing the typical banking services of generating loans and
receiving deposits from customers. The Company also provides remittance
processing and remittance collection services. The following is a summary
of selected data for the various business segments:
<TABLE>
<CAPTION>
BANKING REMITTANCE
SERVICES SERVICES COMPANY (1) ELIMINATIONS TOTAL
----------- ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
1997
TOTAL INTEREST AND OTHER
INCOME $30,327,925 $4,838,312 $ 140,654 $(603,233) $ 34,703,658
INCOME BEFORE INCOME TAX 6,737,067 635,613 38,339 7,411,019
TOTAL ASSETS 389,659,511 5,225,033 52,300,955 (54,948,133) 392,237,366
CAPITAL EXPENDITURES 299,553 266,797 566,350
DEPRECIATION AND 1,080,848 384,300 24,000 1,489,148
AMORTIZATION
1996
TOTAL INTEREST AND OTHER
INCOME $29,332,850 $6,230,374 $ 145,951 $(555,279) $ 35,153,896
INCOME (LOSS) BEFORE INCOME
TAX 6,182,229 773,994 (182,762) 6,773,461
TOTAL ASSETS 391,594,756 4,921,160 48,521,772 (50,914,827) 394,122,861
CAPITAL EXPENDITURES 520,373 307,418 827,791
DEPRECIATION AND 1,018,082 704,000 24,385 1,746,467
AMORTIZATION
1995
TOTAL INTEREST AND OTHER
INCOME $28,041,145 $9,661,407 $ 140,191 $(667,482) $ 37,175,261
INCOME BEFORE INCOME TAX 4,874,535 1,396,064 42,378 6,312,977
TOTAL ASSETS 376,796,979 5,231,943 45,910,076 (44,989,929) 382,949,069
CAPITAL EXPENDITURES 2,585,557 2,080,433 4,665,990
DEPRECIATION AND 864,133 960,769 24,420 1,849,322
AMORTIZATION
(1) Excludes dividend income received from subsidiaries.
</TABLE>
58
<PAGE>
FIRST DECATUR BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Information related to services or transfers between business segments is not
reflected because such items are immaterial.
Total revenue from one major customer (defined as a customer who provided in
of ten percent of total consolidated revenue) in the remittance services
segment approximated 5% and 16% of total consolidated revenue in 1996 and
1995. respectively. FirsTech's contracts to process payments for this major
customer expired in 1996 and were not renewed. The loss of these significant
contracts was the main contributor to the decrease in income before income
tax for 1996 for FirsTech of approximately $622,000.
19. CONDENSED FINANCIAL INFORMATION (PARENT COMPANY ONLY)
Presented below is condensed financial information as to financial position,
results of operations and cash flows of the Company:
<TABLE>
<CAPTION>
CONDENSED BALANCE SHEET
DECEMBER 31 1997 1996
------------ -----------
<S> <C> <C>
ASSETS
Cash $ 302,695 $ 116,135
Investment in Banks 45,365,229 41,956,712
Investment in FirsTech 5,282,809 5,060,941
Other assets 1,398,070 1,387,984
Total assets $52,348,803 $48,521,772
=========== ===========
LIABILITIES $ 49,600 $ 27,462
STOCKHOLDERS' EQUITY 52,299,203 48,494,310
----------- -----------
Total liabilities and stockholders' equity $52,348,803 $48,521,772
=========== ===========
</TABLE>
59
<PAGE>
FIRST DECATUR BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
<TABLE>
<CAPTION>
CONDENSED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31 1997 1996 1995
---------- ---------- -----------
<S> <C> <C> <C>
INCOME
Dividends from Banks $1,397,837 $1,367,709 $1,009,659
Dividends from FirsTech 187,102 159,078 242,520
Other income 140,654 145,951 140,191
---------- ---------- -----------
Total income 1,725,593 1,672,738 1,392,370
---------- ---------- -----------
EXPENSES 102,315 328,713 97,813
---------- ---------- -----------
Income before income tax and equity in undistributed
income of subsidiaries 1,623,278 1,344,025 1,294,557
Income tax expense 13,035 690 3,042
---------- ---------- -----------
Income before equity in undistributed income of
subsidiaries 1,610,243 1,343,335 1,291,515
Equity in undistributed income of subsidiaries 3,482,815 3,176,589 3,001,745
---------- ---------- -----------
NET INCOME $5,093,058 $4,519,924 $4,293,260
========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
CONDENSED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31 1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income $5,093,058 $4,519,924 $4,293,260
Adjustments to reconcile net income to net cash
provided by operating activities
Equity in undistributed income of subsidiaries (3,482,815) (3,176,589) (3,001,745)
Depreciation 24,000 24,385 24,240
Net changes in
Other assets 86,420 165,066 (308,840)
Liabilities 22,138 (2,708) 9,455
---------- ----------- -----------
Net cash provided by operating activities 1,742,801 1,530,078 1,016,370
FINANCING ACTIVITIES
Dividends paid (1,384,837) (1,277,085) (1,157,489)
Cash payment to acquisition dissenter (125,024)
Net treasury stock transactions (171,404) (275,505) (4,107)
----------- ----------- -----------
Net cash used by financing activities (1,556,241) (1,677,614) (1,161,596)
----------- ----------- -----------
NET CHANGE IN CASH 186,560 (147,536) (145,226)
CASH AT BEGINNING OF YEAR 116,135 263,671 408,897
---------- ----------- -----------
CASH AT END OF YEAR $ 302,695 $ 116,135 $ 263,671
========== =========== ===========
</TABLE>
60
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Stockholders and Board of Directors
First Decatur Bancshares, Inc.
Decatur, Illinois
We have audited the consolidated balance sheet of First Decatur Bancshares,
Inc. and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of income, changes in stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1997.
These consolidated financial statements are the responsibility of theCompany's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements described above present
fairly, in all material respects, the consolidated financial position of
First Decatur Bancshares, Inc. and subsidiaries as of December 31, 1997 and
1996, and the results of their operations and their cash flows for each of
the years in the three-year period ended December 31, 1997, in conformity
with generally accepted accounting principles.
/s/ Geo. S. Olive & Co. LLC
GEO S. OLIVE & CO. LLC
Certified Public Accountants
Decatur, Illinois
JANUARY 30, 1998
61
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information concerning each person
who is currently a director of Bancshares and each person who is currently an
executive officer of Bancshares:
<TABLE>
<CAPTION>
NAME AGE BANCSHARES POSITION GENERAL INFORMATION
- -------------------- --- --------------------------------------- ----------------------------------------
<S> <C> <C> <C>
Ritchie G. Barnett 60 Senior Vice President and Trust Senior Vice President and Trust
Officer of the Decatur Bank Officer of the Decatur Bank since
1984 and employed by the Decatur Bank
since 1965.
Milton J. Brahier 56 Director and President of the Decatur Director and President of the of the
Bank; and Director of the Shelby Bank Decatur Bank since 1997 and employed
by the Decatur Bank since March 1987.
J. Gerald Demirjian 65 Director of Bancshares, the Decatur President of Climate Control Inc. in
Bank , and FirsTech Decatur, Illinois. Climate Control
Inc. manufactures air conditioning
compressors, carbon seals and
carburetion equipment. Mr. Demirjian
has been a director of Bancshares
since March 1995.
Tom R. Dickes 70 Chairman of the Board and Director of Chairman of the Board of Christy-
Bancshares and the Decatur Bank and Foltz Inc., a construction
Director of FirsTech contracting company located in
Decatur, Illinois. Mr. Dickes has
been a director of Bancshares since
1981.
William T. Eichenauer 68 Director of Bancshares, the Decatur Chairman and Chief Executive Officer
Bank , and FirsTech of Eichenauer Services, Inc., a
distributor and servicer of food
equipment. Mr. Eichenauer has been a
director of Bancshares since 1994.
Pete P. Grosso 62 Secretary and Treasurer of Bancshares Secretary and Treasurer of Bancshares
and Senior Vice President/Personal since 1980 and has been Senior Vice
Banking and Cashier of the Decatur President and Cashier of the Decatur
Bank Bank since 1991.
Larry D. Haab 60 Director of Bancshares, the Decatur Director, Chairman, President and
Bank , and FirsTech Chief Executive Officer of Illinois
Power Company, a public electric and
gas utility. He is also director of
Illinova, the holding company for
Illinois Power Company. Mr. Haab has
been a director of Bancshares since
1987.
Fred L. Kenney 39 Director of Bancshares, the Decatur Attorney for Winters, Featherstun,
Bank , and FirsTech Gaumer, Kenney, Postlewait and
Stocks. He has been a director of
Bancshares since March, 1996.
</TABLE>
62
<PAGE>
<TABLE>
<CAPTION>
NAME AGE BANCSHARES POSITION GENERAL INFORMATION
- -------------------- --- ---------------------------------------- ----------------------------------------
<S> <C> <C> <C>
Gary S. Likins 57 Director of Bancshares, the Decatur President of BLDD Architects, Inc.,
Bank , and FirsTech an architectural firm in Decatur,
Illinois. He has been a director of
Bancshares since 1993.
John W. Luttrell 66 Director and Chief Executive Officer Director and President of Bancshares
of Bancshares; Director of the since 1980. In addition, he has been
Decatur Bank; Chairman of the Board employed by and a Director of the
and Director of FirsTech; and Decatur Bank since 1962 and 1967,
Director of the Shelby Bank respectively.
Robert M. Pancoast 52 Senior Vice President and Trust Senior Vice President and Trust
Officer of the Shelby Bank; Director Officer of the Shelby Bank since 1984
of the Decatur Bank and the Shelby and 1978, respectively. He has been
Bank employed by and director of the
Shelby Bank since 1971 and 1978,
respectively. Mr. Pancoast has been
a director of the Decatur Bank since
May 1996. In addition, he is
President of Shelbyville Abstract and
Title Corporation, an abstracting and
title insurance firm in Shelbyville.
William E. Penhallegon 52 Director of Bancshares, the Decatur Mr. Penhallegon is a farm operator.
Bank , and FirsTech He has been a director of Bancshares
since 1988.
Tom Sloan 47 Director of Bancshares, the Decatur President and Chief Executive Officer
Bank , and FirsTech of Sloan Implement Co., Inc., a John
Deere implement dealer in Assumption,
Illinois. He has been a director of
Bancshares since March 1995.
Jack L. Tate 58 President of the Shelby Bank; President of the Shelby Bank since
Director of Bancshares, the Decatur 1972. In addition, he has been
Bank and the Shelby Bank employed and a director of the Shelby
Bank since 1960 and 1965,
respectively. Mr. Tate has been a
director of Bancshares and the
Decatur Bank since May 1996.
H. Gale Zacheis 59 Director of Bancshares, the Decatur Practicing physician and surgeon in
Bank , and FirsTech Decatur, Illinois. He has been a
director of Bancshares since 1990.
</TABLE>
ITEM 11. EXECUTIVE COMPENSATION
The executive officers of Bancshares do not receive compensation from
Bancshares in their capacities as officers thereof, but instead receive
compensation in their capacities as officers of the Decatur Bank, FirsTech and
the Shelby Bank.
ANNUAL COMPENSATION
The following table sets forth compensation for the years presented for
services in all capacities for Bancshares, the Decatur Bank, FirsTech and the
Shelby Bank by the President of Bancshares and the three executive officers who
earned greater than $100,000 in salary and bonus during the fiscal
63
<PAGE>
year ended December 31, 1997. No other executive officer of Bancshares or
its subsidiaries earned greater than $100,000 in salary and bonus during the
fiscal year ended December 31, 1997.
<TABLE>
<CAPTION>
Annual Compensation (1)
-----------------------------------------------------------------------
All Other
Employee Year Salary ($) Bonus ($) Compensation ($)(2)
- ----------------------------------------------------- ----- ----------- ---------- --------------------
<S> <C> <C> <C> <C>
John W. Luttrell 1997 210,000 30,000 15,054.56 (3)
President and Chief Executive Officer of Bancshares; 1996 210,000 28,000 14,352.21
Director of the Decatur Bank, Chairman of the Board 1995 200,000 20,000 17,118.28
and Director of FirsTech; and Director of the Shelby
Bank
Milton J. Brahier 1997 135,000 20,000 7,122.67 (4)
Director and President of the Decatur Bank; and 1996 120,000 16,000 5,948.26
Director of the Shelby Bank 1995 114,500 12,000 8,784.38
Matthew C. Graves (5) 1997 3,923
Vice President/Financial Officer of the Decatur Bank 1996 102,000 10,000 5,257.86
And President of FirsTech 1995 97,000 12,000 5,270.44
Pete P. Grosso 1997 95,000 10,500 6,338.95 (6)
Secretary and Treasurer of Bancshares and Senior 1996 88,000 10,000 5,770.54
Vice President/Personal Banking and Cashier of the 1995 84,000 7,000 9,792.54
Decatur Bank
Jack L. Tate 1997 97,515 14,550 7,306.32 (7)
President of the Shelby Bank; Director of 1996 93,500 14,025 7,012.50
Bancshares, the Decatur Bank and the Shelby Bank 1995 87,500 13,125 6,562.50
Robert Pancoast 1997 82,630 11,850 6,189.86 (8)
Senior Vice President and Trust Officer of the 1996 79,100 11,265 5,929.50
Shelby Bank; Director of the Decatur Bank 1995 75,165 10,354 5,632.50
and the Shelby Bank
</TABLE>
(1) None of the named executive officers received any perquisites or
other personal benefits, securities or property in an amount exceeding 10% of
his salary and bonus during the period listed.
(2) All allocations to Bancshares Employee Stock Ownership Plan (the
"ESOP") referenced in this column represents allocations determined in the
current year for service in the prior year. Bancshares has not finalized the
allocations to the ESOP accounts for service in 1997.
(3) Includes $10,900.56 in allocations to Mr. Luttrell's account under
the ESOP and $4,154.00 in term life insurance premiums paid.
(4) Includes $6,495.47 in allocations to Mr. Brahier's account under the
ESOP and $627.20 in term life insurance premiums paid.
(5) Mr. Graves gave his resignation during December of 1996, effective
January 10, 1997.
(6) Includes $5,913.05 in allocations to Mr. Grosso's account under the
ESOP and $425.90 in term life insurance premiums paid.
(7) Represents Mr. Tate's allocation of the Shelby Bank Profit Sharing
Plan.
(8) Represents Mr. Pancoast's allocation of the Shelby Bank Profit
Sharing Plan.
64
<PAGE>
The following table shows for each of the named executives the number and
value of unexercised stock options at the end of fiscal year 1997.
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options Held in-the-Money Options
at Fiscal Year-End at Fiscal Year-End
Name Exercisable Unexercisable Exercisable Unexercisable (1)
- ------------------ ----------- ------------- ----------- -----------------
<S> <C> <C> <C> <C>
John W. Luttrell 0 15,000 0 $64,950
Milton J. Brahier 0 1,500 0 6,495
</TABLE>
(1) Based upon an assumed fair market value of a share of Bancshares
Common Stock at December 31, 1997 of $21.00.
No stock options were granted or exercised during the 1997 fiscal year,
however, 1,200 shares were forfeited during the year due to the resignation of
Mr. Graves, effective January 10, 1997. None of the issued options were
exercisable at December 31, 1997.
RETIREMENT INCOME PLAN
Bancshares maintains The First National Bank of Decatur Retirement Income
Plan ("RIP"). The RIP is a non-contributory, defined benefit plan for
substantially all of the employees of the Decatur Bank and FirsTech. To be
eligible to participate in the RIP an employee must have completed one year of
full-time service. The amount of a participant's pension benefit depends
primarily on years of employment, age at retirement, death or disability and
annual compensation levels. Eligible employees accrue an annual pension
benefit of 2.75% of their annual compensation. The normal retirement pension
equals the sum of such annual pension benefits. Participants become fully
vested in their accrued pension benefits after five years of participation in
the RIP. The RIP is not integrated with Social Security. Payment of vested
pension benefits normally begins at age 65 (the normal retirement age) but an
early retirement benefit at a reduced level may be paid if a participant is at
least 55 years of age with 5 years of service. In addition, a disability
benefit will be paid before age 65 if a participant's employment is terminated
by reason of a disability and participant is at least 50 years of age with 15
years of service before termination.
As of December 31, 1997, the estimated annual pension benefits payable
upon retirement at age 65 for the executive officers named above in the Summary
Compensation Table are as follows: $90,000 for Mr. Luttrell and $30,000 for
Mr. Brahier. These estimates are based on the assumptions that each of the
officers, except Mr. Graves, will remain as employees of Bancshares until
age 65 without an increase from 1996 levels in the compensation included for
purposes of the RIP and that the annual benefit rate remains 2.75% of total
annual compensation.
DIRECTOR COMPENSATION
During 1997, Tom R. Dickes, Chairman of the Board of Bancshares, received
a monthly retainer of $2,583.33. He did not receive any other compensation for
board meetings attended. All other non-employee directors of Bancshares
received a monthly retainer of $416.66 in 1996. In addition, for each regular
monthly Bancshares board meeting attended, each non-employee director received
$350; and for each special board meeting of Bancshares, the Decatur Bank or
FirsTech
65
<PAGE>
attended and for each committee meeting of Bancshares, the Decatur Bank or
FirsTech attended, each non-employee director received $175. Directors of
Bancshares who are directors of the Decatur Bank and FirsTech do not receive
any additional compensation for regular monthly meetings of the boards of the
Decatur and FirsTech. Employee directors do not receive any compensation for
serving as directors.
In lieu of receiving cash payments for attendance at board and committee
meetings, non-employee directors of Bancshares may participate in a deferred
directors compensation program which was adopted June 30, 1994. Under the
plan, a non-employee director may defer director fees into a fixed income fund
maintained by the trust department of the Decatur Bank or, alternatively, may
receive phantom stock units in lieu of director fees. Bancshares maintains a
record of the number of phantom stock units each director acquires through the
deferral fees. Phantom stock units are purchased at a price equal to the
market price of Bancshares Common Stock based upon the most recent purchase of
stock by Bancshares. Each participating director's account is increased by an
amount equal to any stock dividend or stock split declared and paid by
Bancshares. At December 31, 1997, 7 non-employee directors had deferred an
aggregate of $166,470 in director fees, which represented 8,172 phantom stock
units.
During 1997, directors of the Shelby Bank received $600 for each regular
monthly board meeting attended and $400 for each special board meeting
attended. In addition, there is a $3,500 annual retainer fee for members of
the Loan Committee and Audit Committee. Jack L. Tate and Robert M. Pancoast
each received a $1,000 annual retainer fee as Chairmen of the Loan and Trust
Advisory Committees, respectively.
Bancshares maintains a compensation committee consisting of six members of
the Board of Directors. The following directors are members of the
compensation committee: Tom Dickes, John Luttrell, Gary Likins, William
Penhallegon, Fred Kenney and Gale Zacheis. Mr. Luttrell is the only executive
officer who is a member of the committee. He does not serve as director of any
other entity whose executive officers are members of Bancshares' compensation
committee.
EMPLOYMENT CONTRACTS
Bancshares and the Decatur Bank have entered into individual employment
agreements with Messrs. Luttrell, Brahier and Grosso. The agreements were made
as of June 1, 1987 for an initial term of employment through December 31, 1989
and successive three-year periods thereafter. The current period expired
December 31, 1995. Neither Bancshares nor either employee has delivered notice
terminating such agreements; accordingly, the agreements will continue for an
additional three-year period until December 31, 1998, unless sooner terminated
by their respective terms. The employment agreements set forth the monthly
salary and general benefits to be provided Messrs. Luttrell, Brahier and
Grosso. The employment agreements are terminable by the employee upon 30 days'
notice to Bancshares. Bancshares may terminate the employment agreement for
cause, such as fraud or illegal acts, and upon 30 days' written notice, without
cause. If the employee is terminated without cause, the Decatur Bank is
required to pay the employee a severance payment equal to two times the
employee's then current annual salary. Messrs. Luttrell, Brahier and Grosso
also are entitled to receive such severance payment amount in the event of
involuntary termination due to a permanent disability.
In the event the employment agreements with Mr. Luttrell, Mr. Brahier or
Mr. Grosso are involuntarily terminated within two years of a change in control
of the Decatur Bank, either terminated employee is entitled to receive a lump
sum cash payment equal to 200% of such employee's then
66
<PAGE>
current base salary. A change in control is defined in the employment
agreements as the acquisition of 40% or more of the voting control of the
Decatur Bank by any one person or group or a change in the majority of the
board of directors following a successful tender offer, merger or other
business combination.
Bancshares and Shelby Bank have entered into an agreement with Messrs.
Tate and Pancoast. The agreement provides that Messrs. Tate and Pancoast will
be employed by the Shelby Bank in his current positions for a five year period
at an agreed upon salary and benefits. The employee may be terminated with or
without cause; however, if the employee is terminated without cause the Shelby
Bank is required to pay the employee a severance payment equal to what the
employee would have been paid under the term of the agreement and is required
to allow the employee to continue to participate in all employee benefit plans
as if the employee continued to be an employee of the Shelby Bank for the
remaining term of the five-year period. During the term of the agreement and
for a five-year period after the employee's employment is terminated
("Noncompete Period"), the employee has agreed not to compete with Bancshares
within a 60-mile radius around the Shelby Bank. However, if a Change in
Control relating to Bancshares or the Shelby Bank occurs, the employee will not
be subject to the noncompetition provisions except that the employee will be
subject to such noncompete provision during such part of the Noncompete Period
the employee is paid monthly compensation equal to the employee's most recent
salary. The agreement defines the term "Change in Control" to mean the
acquisition by one entity, person or group (other than an entity in which
Bancshares holds more than 50% of the voting stock) of 40% or more of the
voting stock of Bancshares or the Shelby Bank or a change in the majority of
the board of directors of Bancshares or the Shelby Bank after a successful
tender offer, merger or other business combination, excluding any merger or
other business combination with any entity in which Bancshares holds more than
50% of the voting stock of such entity.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding Bancshares' Common
Stock beneficially owned on December 31, 1997 with respect to all persons known
to Bancshares to be the beneficial owner of more than five percent of
Bancshares' Common Stock, each director and nominee, each executive officer
named in the Summary Compensation Table and all directors and executive
officers of Bancshares as a group.
67
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF % OF
NAME OF BENEFICIAL OWNER SHARES CLASS (1)
- ----------------------------------------------- ---------- ----------
<S> <C> <C> <C>
5% STOCKHOLDERS:
CEDE & Co. 287,893 (2) 10.00%
P.O. Box 20
Bowling Green Station
New York, NY 10274
The First National Bank of Decatur, as Trustee 547,345 (3) 19.02%
130 North Water Street
Decatur, IL 62523
DIRECTORS:
Milton J. Brahier 8,843 (4) *
J. Gerald Demirjian 500 *
Tom R. Dickes 155,326 (5) 5.40%
William T. Eichenauer 1,000 *
Larry D. Haab 3,600 *
Fred L. Kenney 1,330 (6) *
Gary S. Likins 600 *
John W. Luttrell 32,356 (7) 1.12%
Robert M. Pancoast 20,225 *
William E. Penhallegon 9,242 (8) *
Tom Sloan 14,636 *
Jack L. Tate 33,500 1.16%
H. Gale Zacheis, M.D. 3,900 (9) *
DIRECTORS AS A GROUP (13 persons) 285,058 9.90%
</TABLE>
* Less than one percent.
(1) Based upon 2,878,487 issued and outstanding shares of Bancshares
Common Stock at December 31, 1997.
(2) CEDE & Co. holds such shares as nominee for Midwest Clearing House,
a clearing operation or brokerage firms. Bancshares does not have any
additional information regarding the ownership of such shares.
(3) Includes 125,521 shares held as trustee of Bancshares's ESOP and
421,824 shares held as trustee of other individual trusts, none of which
beneficially holds five percent or more of Bancshares Common Stock.
68
<PAGE>
(4) Includes 500 shares held individually, 2,100 shares held in an
individual retirement account, 1,800 shares held in joint tenancy with his
spouse, 2,559 shares (rounded to nearest whole share) in the ESOP and 1,575
shares held by spouse individually.
(5) Includes 134,526 shares held individually and 20,800 shares held by
spouse individually.
(6) Includes 330 shares held individually and 1,000 shares held in joint
tenancy with his spouse.
(7) Includes 12,750 shares held individually, 3,671 shares held in an
individual retirement account, 12,135 shares (rounded to nearest whole share)
in the ESOP and 3,800 shares held by his spouse individually.
(8) Includes 8,942 shares held individually and 300 shares held by his
spouse individually.
(9) Includes 3,300 shares held individually and 600 shares held by his
spouse individually.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since January 1, 1994, the Decatur Bank has paid Christy-Foltz Inc. a
total of approximately $93,000 for construction services in connection with
remodeling and repairing the Decatur Bank's offices. Tom R. Dickes, Chairman
of the Board of Bancshares, is a shareholder and Chairman of the Board of
Christy-Foltz Inc.
Mr. Kenney is an attorney for Winters, Featherstun, Gaumer, Kenney,
Postlewait and Stocks, a law firm in Decatur, Illinois. Bancshares does not
use the services of this law firm.
Mr. Pancoast owns and operates Shelbyville Abstract and Title Corporation,
a real estate abstract and title company located in Shelbyville, Illinois,
which does real estate work for the Shelby Bank. Shelby Bank utilizes
Shelbyville Abstract and Title Corporation, along with other local abstract and
title companies, for its real estate work. Bancshares intends to increase the
real estate lending activities of the Shelby Bank.
The Decatur Bank and the Shelby Bank has made loans to its directors,
officers and employees in the ordinary course of business. These loans were
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time the loan was originated for comparable
transactions with non-affiliated persons and do not, in the opinion of
Bancshares, involve more than the normal risk of collectibility or present any
other unfavorable features. As of December 31, 1997, the Decatur Bank and the
Shelby Bank had an aggregate of approximately $3.0 million of outstanding loans
to its directors and executive officers and their affiliates.
69
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Financial Statement Schedules
The following consolidated financial statements and financial statement
schedules of the registrant are filed as part of this document under Item 8,
Financial Statements:
Consolidated Balance Sheet - December 31, 1997 and 1996
Consolidated Statement of Income - For the Years Ended December 31,
1997, 1996 and 1995
Consolidated Statement of Changes in Stockholders' Equity - For the
Years Ended December 31, 1997, 1996 and 1995
Consolidated Statement of Cash Flows - For the Years Ended December
31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements - For the Years Ended
December 31, 1997, 1996 and 1995
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the registrant during the
quarter ended December 31, 1997.
(c) Exhibits
The exhibits required by Item 601 of Regulation S-K and filed herewith are
listed in the Exhibit Index that follows the Signature Page and immediately
precedes the exhibits filed.
70
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FIRST DECATUR BANCSHARES, INC.
By: /s/ John W. Luttrell 3/10/98
--------------------------- -------
John W. Luttrell, President Date
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated.
By: /s/ John W. Luttrell 3/10/98 By: /s/ Tom R. Dickes 3/10/98
--------------------------- ------- ---------------------- -------
John W. Luttrell, President Date Tom R. Dickes, Date
and Chief Executive Officer Chairman of the Board
By: /s/ Craig A. Wells 3/10/98
--------------------------- ------
Craig A. Wells, Principal Date
Principal Financial and
Controller
By: /s/ Milton J. Brahier 3/10/98 By: /s/ Gerald Demirjian 3/10/98
--------------------------- ------- ---------------------- ------
Milton J. Brahier, Date Gerald Demirjian, Date
Director Director
By: /s/ William Eichenauer 3/10/98 By:
--------------------------- ------- ---------------------- ------
William Eichenauer, Date Larry D. Haab, Date
Director Director
By: /s/ Fred L. Kenney 3/10/98 By: /s/ Gary S. Likins 3/10/98
--------------------------- ------- ---------------------- -------
Fred L. Kenney, Date Gary S. Likins, Date
Director Director
By: /s/ William E. Penhallegon 3/10/98 By: /s/ Tom Sloan 3/10/98
--------------------------- ------- ---------------------- -------
William E. Penhallegon, Date Tom Sloan, Date
Director Director
By: /s/ Jack L. Tate 3/10/98 By: /s/ H. Gale Zacheis 3/10/98
--------------------------- ------- ---------------------- -------
Jack L. Tate, Date H. Gale Zacheis, M.D., Date
Director Director
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT.
Bancshares Annual Report to Stockholders and Proxy Statement have been
supplied supplementally to the Commission.
71
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Filing or Incorporation Reference
- ------- ----------------------------- -------------------------------------------
<S> <C> <C>
3.1 Articles of Incorporation Incorporated by reference to Exhibit 3.1
to the Registrant's Form S-4,
Registration Statement, filed on December
13, 1995, Registration No. 33-80333
3.2 Bylaws of the Company Incorporated by reference to Exhibit 3.2
to the Registrant's Form S-4,
Registration Statement, filed on December
13, 1995, Registration No. 33-80333
10.1 First Decatur Bancshares, Inc. Employee Incorporated by reference to Exhibits
Stock Option Plan 10.1 to the Registrant's Form S-4,
Registration Statement filed on December
13, 1995, Registration No. 33-80333
10.2 Employment Contract dated as of June 1, Incorporated by reference to Exhibits
1997 with John W. Luttrell 10.2 to the Registrant's Form S-4,
Registration Statement filed on December
13, 1995, Registration No. 33-80333
10.3 Employment Contract dated as of June 3, Incorporated by reference to Exhibits
1987 with Milton J. Brahier 10.3 to the Registrant's Form S-4,
Registration Statement filed on December
13, 1995, Registration No. 33-80333
10.4 Employment Contract dated as of June 1, Incorporated by reference to Exhibits
1987 with Pete P. Grosso 10.4 to the Registrant's Form S-4,
Registration Statement filed on December
13, 1995, Registration No. 33-80333
10.5 Employment Agreement with Jackie L. Tate Incorporated by reference to Exhibits
10.5 to the Registrant's Form S-4,
Registration Statement filed on December
13, 1995, Registration No. 33-80333
10.6 Employment Agreement with Robert M. Incorporated by reference to Exhibits
Pancoast 10.6 to the Registrant's Form S-4,
Registration Statement filed on December
13, 1995, Registration No. 33-80333
21.1 Subsidiaries of the Registrant Filed herewith
27.1 Financial Data Schedule Filed herewith
</TABLE>
72
<PAGE>
Exhibit 21.1
The following is a complete listing of the Registrant's subsidiaries at
December 31, 1997.
<TABLE>
<CAPTION>
NAME JURISDICTION OF INCORPORATION
------------------------------ -----------------------------
<S> <C>
First National Bank of Decatur United States
FirsTech, Inc. Illinois
First Trust Bank of Shelbyville Illinois
</TABLE>
73
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<CASH> 22,880
<INT-BEARING-DEPOSITS> 267,691
<FED-FUNDS-SOLD> 17,145
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 106,600
<INVESTMENTS-CARRYING> 137,783
<INVESTMENTS-MARKET> 138,776
<LOANS> 200,053
<ALLOWANCE> 3,531
<TOTAL-ASSETS> 392,237
<DEPOSITS> 321,127
<SHORT-TERM> 11,599
<LIABILITIES-OTHER> 4,257
<LONG-TERM> 2,954
0
0
<COMMON> 29
<OTHER-SE> 52,270
<TOTAL-LIABILITIES-AND-EQUITY> 392,237
<INTEREST-LOAN> 17,835
<INTEREST-INVEST> 7,801
<INTEREST-OTHER> 650
<INTEREST-TOTAL> 26,286
<INTEREST-DEPOSIT> 11,117
<INTEREST-EXPENSE> 11,716
<INTEREST-INCOME-NET> 14,570
<LOAN-LOSSES> 432
<SECURITIES-GAINS> 11
<EXPENSE-OTHER> 15,144
<INCOME-PRETAX> 7,411
<INCOME-PRE-EXTRAORDINARY> 7,411
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,093
<EPS-PRIMARY> 1.77
<EPS-DILUTED> 1.76
<YIELD-ACTUAL> 3.64
<LOANS-NON> 322
<LOANS-PAST> 423
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 1,588
<ALLOWANCE-OPEN> 3,382
<CHARGE-OFFS> 608
<RECOVERIES> 325
<ALLOWANCE-CLOSE> 3,531
<ALLOWANCE-DOMESTIC> 2,566
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 922
</TABLE>
