U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
X Annual report under section 13 or 15(d) of the Securities Exchange Act
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of 1934 [Fee Required] for the fiscal year ended 12/31/96
Transition report under section 13 or 15(d) of the Securities Exchange
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Act of 1934 [No Fee Required] for the transition period from
______________ to _______________
COMMISSION FILE NUMBER 000-21671
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The National Bank of Indianapolis Corporation
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(Name of small business issuer in its charter)
Indiana 35-1887991
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
107 North Pennsylvania Street, Suite 700, Indianapolis, IN 46204
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (317) 261-9000
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Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None
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Securities to be registered under Section 12(g) of the Act:
Common Stock
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(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 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
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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy of
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenue's for its
most recent fiscal year $11,892,958
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State the aggregate market value of NOTE.--If determining whether a
the voting stock held by person is an affiliate will involve
non-affiliates computed by an unreasonable effort and expense,
reference to the price at which the the issuer may calculate the
stock was sold, or the average bid aggregate market value of the
and asked prices of such stock, as common equity held by non-
of a specified date within the past affiliates on the basis of
60 days. (See definition of reasonable assumptions, if the
affiliate in Rule 12b-2 of the assumptions are stated.
Exchange Act). $17,910,413
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(APPLICABLE ONLY TO CORPORATE REGISTRANTS) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the latest
practicable date. 1,823,575 at 2/28/97
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DOCUMENTS INCORPORATED BY REFERENCE. If the following documents are
incorporated by reference, briefly describe them and identify the part of the
Form 10-KSB (e.g., Part I, Part II, etc.) Into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and(3) any prospectus filed pursuant to Rule 424(b) or of
the Securities Act of 1933 ("Securities Act".) The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1990). None
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TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES NO X
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FORM 10-KSB CROSS REFERENCE INDEX
Item Disclosure Required Page
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PART I
Item 1. Description of Business 3
Item 2. Description of Property 9
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security Holders 9
PART II
Item 5. Market for Common Equity and Related Stockholder Matters 9
Item 6. Management's Discussion and Analysis or Plan of Operations 11
Item 7. Financial Statements 22
Item 8. Changes In and Disagreements With Accountants on Accounting 41
and Financial Disclosure
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons, 41
Compliance With Section 16(a) of Exchange Act
Item 10. Executive Compensation 44
Item 11. Security Ownership and Certain Beneficial Owners and Management 49
Item 12. Certain Relationship and Related Transactions 51
Item 13. Exhibits and Reports on Form 8-K 52
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
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The Corporation. The National Bank of Indianapolis Corporation (the
"Corporation") was formed on January 29, 1993, for the purpose of forming a
banking institution in the Indianapolis, Indiana metropolitan area and holding
all of the shares of common stock of such banking institution. The Corporation
formed a national banking association entitled "The National Bank of
Indianapolis" (the "Bank") as a wholly-owned subsidiary.
The Bank was officially chartered by the Office of the Comptroller of
the Currency ("OCC") on December 8, 1993 and opened for business to the public
on December 21, 1993. The Bank's deposits are insured by the Federal Deposit
Insurance Corporation ("FDIC"). The Bank currently conducts its business
through its downtown headquarters located at 107 North Pennsylvania Street in
Indianapolis, at neighborhood bank offices located at 84th Street and Ditch Road
in northwestern Marion County and 82nd Street and Bash Road in northeastern
Marion County and in the Chamber of Commerce Building in downtown Indianapolis.
The Bank provides a full range of deposit, credit, and money management
services to its targeted market, which is small to medium size businesses,
affluent executive and professional individuals, and not-for-profit
organizations. In February of 1994, the Bank received full trust powers and
offers full trust services.
Management has sought to position the Bank to capitalize on the
customer disruption, dissatisfaction, and turn-over which it believes has
resulted from the acquisition of the three largest commercial banks located in
Indianapolis by out-of-state holding companies. As such, The National Bank of
Indianapolis enjoys a unique position as the only locally-owned and operated
national bank in Marion County. On December 31, 1996, the Corporation had
consolidated total assets of $201 million and total deposits of $170 million.
The key ingredients in the initial growth of the Bank have been an
aggressive business plan, an experienced Board of Directors and management team,
a seasoned group of bank employees, and a very attractive local economy. The
basic strategy of the Bank continues to emphasize the delivery of highly
personalized services to the target client base with an emphasis on quick
response and financial expertise.
Business Plan Overview. The business plan of the Bank is based on
being a strong, locally owned bank providing superior service to a small group
of customers, which are primarily corporations with annual sales under $30
million, executives, professionals, and not-for-profit organizations. The Bank
provides highly personalized banking services with an emphasis on knowledge of
the particular financial needs and objectives of its clients and quick response
to customer requests. Because the management of the Bank is located in
Indianapolis, all credit and related decisions are made locally, thereby
facilitating prompt response. The Bank emphasizes both highly personalized
service at the customer's convenience and non-traditional delivery services that
do not require customers to frequent the Bank. This personal contact has become
a trademark of the Bank and a key means of differentiating the Bank from other
financial service providers.
The Bank offers a broad range of deposit services typically available
from most banks and savings associations, including checking accounts, NOW
accounts, savings and other kinds of deposits of various types (ranging from
daily money market accounts to longer term certificates of deposit). The Bank
also offers a full range of credit services, including commercial loans (such as
lines of credit, term loans, refinancings, etc.), personal lines of credit,
direct installment consumer loans, credit card loans, residential mortgage
loans, construction loans, and letters of credit. In addition, the Bank offers
full trust services. The Bank also has formed arrangements with outside
providers of tax, and financial planning services to better accommodate its
customers.
The Bank's growth in deposits is attributable in part to the efforts of
its staff who provide personal banking services to the Bank's customers. In
addition, the Bank has emphasized paying competitive interest rates on deposit
products. Finally, the Bank has offered savings and certificate of deposit
products with competitive rates to larger
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depositors in an effort to minimize the operating costs of obtaining these
deposits. Lending strategies focus primarily on commercial loans to small and
medium size businesses as well as personal loans to executives and
professionals. In addition, residential mortgage lending is focused
predominantly on the executive and professional marketplace. In the future, the
Bank intends to develop a secondary market for its residential mortgage loans.
Consumer lending is directed to executive and professional clients through
residential mortgages, credit cards, and personal lines of credit to include
home equity loans.
The Market. The Bank plans to derive a substantial proportion of its
business from the Indianapolis/Marion County, Indiana area. Indianapolis has
been ranked by a number of national publications as a "top" Midwestern city. A
1991 study ranked Indianapolis as the 10th best city in the United States in
which to do business. Another 1991 study called Indianapolis the best
Midwestern city for growing a business. In addition, Indianapolis is the most
centrally located city in the United States to the top 100 markets. As such,
the city is a major distribution center where more highways converge than any
other city in the entire United States. The city is home to such large
employers as Eli Lilly and Company, Clarian Health Partners, Simon Debartolo,
USA Group, Conseco, St. Vincent Hospital, Anthem, Thomson Consumer Electronics,
and Marsh Supermarkets.
Marion County is the largest county in the Indianapolis Metropolitan
Statistical Area ("MSA"), and comprises 65% of the Indianapolis MSA population.
According to the 1990 census, Marion County had a total population of 797,159.
This represents an increase of almost 32,000 people or 4.2% over the 1980
census. The population of Marion County is projected to grow by another 42,071
to 839,230, or approximately 5.3%, by the year 2000.
Competition. The Bank's service area is highly competitive. There are
currently approximately 65 financial institutions operating in the Marion County
marketplace. In addition to competition from commercial banks, significant
competition also comes from savings and loans associations, credit unions,
finance companies, insurance companies, mortgage companies, securities and
brokerage firms, money market mutual funds, loan production offices, and other
providers of financial services in the area. The Bank competes in this
marketplace primarily on the basis of highly personalized service, responsive
decision making, and competitive pricing.
Employees. The Bank has 62 employees, of which 58 are full-time
employees. The Bank has employed persons with substantial experience in the
Indianapolis banking market. The average experience level for all Bank
employees is in excess of 9 years.
Lending Activity. The Bank's lending strategy emphasizes the
development of a high quality, well-diversified loan portfolio. The Bank's
principal lending categories are commercial, residential mortgage, private
banking/personal, and home equity. Commercial loans include loans for working
capital, machinery and equipment purchases, premises and equipment acquisitions
and other corporate needs. Residential mortgage lending includes loans on first
mortgage residential properties. Private banking loans include secured and
unsecured personal lines of credit as well as home equity loans.
Commercial loans typically entail a thorough analysis of the borrower,
its industry, current and projected economic conditions and other factors.
Credit analysis involves collateral, the type of loan, loan maturity, terms and
conditions, and various loan to value ratios as they relate to loan policy. The
Bank typically requires commercial borrowers to have annual financial statements
prepared by independent accountants and often requires such financial statements
to be audited or reviewed by accountants. The Bank requires appraisals or
evaluations in connection with loans secured by real estate. Such appraisals or
evaluations are usually obtained prior to the time funds are advanced. The Bank
also often requires personal guarantees from principals involved with
closely-held corporate borrowers.
The Bank requires loan applications and personal financial statements
from its personal borrowers on loans that the Bank originates. Loan officers
complete a debt to income analysis that should meet established standards of
lending policy.
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The Bank maintains a comprehensive loan policy that establishes
guidelines with respect to all categories of lending. In addition, loan policy
sets forth lending authority for each loan officer. The Loan Committee of the
Bank reviews all loans made under $200,000. Any loan in excess of $200,000
must receive the approval of the Loan Committee prior to the Bank making such
loan. The Board of Directors does not generally approve loans unless they are
above $1,800,000 or are loans to directors or executive officers. All loans are
assigned a numerical rating based on creditworthiness and are monitored for
improvement or deterioration.
Loans are made primarily in the Bank's designated market area.
Bank Holding Company Regulation. The Corporation is registered as a
bank holding company and is subject to the regulations of the Board of Governors
of the Federal Reserve System ("Federal Reserve") under the Bank Holding Company
Act of 1956, as amended ("BHCA"). Bank holding companies are required to file
periodic reports with and are subject to periodic examination by the Federal
Reserve. The Federal Reserve has the authority to issue cease-and-desist orders
against a bank holding company and nonbank subsidiaries if it determines that
activities of such entities represent an unsafe and unsound practice or a
violation of law.
The Corporation is prohibited by the BHCA from acquiring direct or
indirect control of more than 5% of the outstanding shares of any class of
voting stock or substantially all of the assets of any bank or merging or
consolidating with another bank holding company without prior approval of the
Federal Reserve. In addition, the Corporation may not acquire direct or
indirect control of a savings association without the prior approval of the
Federal Reserve and the Office of Thrift Supervision. Additionally, the
Corporation is prohibited by the BHCA from engaging in or from acquiring
ownership or control of more than 5% of the outstanding shares of any class of
voting stock of any company engaged in a nonbanking business unless such
business is determined by the Federal Reserve to be so closely related to
banking as to be a proper incident thereto. The BHCA does not place territorial
restrictions on the activities of such nonbanking-related activities.
The Federal Reserve has issued regulations under the BHCA requiring a
bank holding company to serve as a source of financial and managerial strength
to its subsidiary banks. It is the policy of the Federal Reserve that, pursuant
to this requirement, a bank holding company should stand ready to use its
resources to provide adequate capital funds to its subsidiary banks during
periods of financial stress or adversity. Additionally, under the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), a bank holding
company is required to guarantee the compliance of any insured depository
institution subsidiary that may become "undercapitalized" (as defined in the
statute) with the terms of any capital restoration plan filed by such subsidiary
with its appropriate federal banking agency, up to the lesser of (i) an amount
equal to 5% of the institution's total assets at the time the institution became
undercapitalized, or (ii) the amount that is necessary (or would have been
necessary) to bring the institution into compliance with all applicable capital
standards as of the time the institution fails to comply with such capital
restoration plan. As a result of these policies, the Corporation may be
required to commit resources to its subsidiary bank in circumstances where it
might not otherwise do so.
Capital Adequacy Guidelines for Bank Holding Companies. The Federal
Reserve, as the regulatory authority for bank holding companies, has adopted
capital adequacy guidelines for bank holding companies. Bank holding companies
with assets in excess of $150 million must comply with the Federal Reserve's
risk-based capital guidelines which require a minimum ratio of total capital to
risk-weighted assets (including certain off-balance sheet activities such as
standby letters of credit) of 8%. At least half of the total required capital
must be "Tier 1 capital," consisting principally of common stockholders' equity,
noncumulative perpetual preferred stock, a limited amount of cumulative
perpetual preferred stock and minority interest in the equity accounts of
consolidated subsidiaries, less certain goodwill items. The remainder ("Tier 2
capital") may consist of a limited amount of subordinated debt and
intermediate-term preferred stock, certain hybrid capital instruments and other
debt securities, cumulative perpetual preferred stock, and a limited amount of
the general loan loss allowance. In addition to the risk-based capital
guidelines, the Federal Reserve has adopted a Tier 1 (leverage) capital ratio
under which the bank holding company must maintain a minimum level of Tier 1
capital to average total consolidated assets of 3% in the case of bank holding
companies which have the highest regulatory examination ratings and are not
contemplating significant
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growth or expansion. All other bank holding companies are expected to maintain
a ratio of at least 1% to 2% above the stated minimum.
Certain regulatory capital ratios for the Corporation as of December
31, 1996 are shown below
Tier 1 Capital to Risk-Weighted Assets 12.7%
Total Risk Based Capital to Risk-Weighted Assets 13.7%
Tier 1 Leverage Ratio 8.4%
Bank Regulation. The Bank is organized under the laws of the United
States of America and is subject to the supervision of the Office of the
Comptroller of the Currency ("OCC"), whose examiners conduct periodic
examinations of national banks. The deposits of the Bank are insured by the
Bank Insurance Fund ("BIF") administered by the FDIC and are subject to the
FDIC's rules and regulations respecting the insurance of deposits. See
"--Deposit Insurance."
Both federal and state law extensively regulate various aspects of the
banking business such as reserve requirements, truth-in-lending and
truth-in-savings disclosure, equal credit opportunity, fair credit reporting,
trading in securities and other aspects of banking operations. Current federal
law also requires banks, among other things to make deposited funds available
within specified time periods.
Under federal and Indiana law, the Bank may establish an additional
banking location anywhere in Indiana. The Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994 allows for interstate banking and interstate
branching without regard to whether such activity is permissible under state
law. Beginning on September 29, 1995, bank holding companies may acquire banks
anywhere in the United States subject to certain state restrictions. Beginning
on June 1, 1997, an insured bank may merge with an insured bank in another state
without regard to whether such merger is prohibited by state law. Additionally,
an out-of-state bank may acquire the branches of an insured bank in another
state without acquiring the entire bank; provided, however, that the law of the
state where the branch is located permits such an acquisition. States may permit
interstate branching earlier than June 1, 1997, whether both states involved
with the bank merger expressly permit it by statute. Further, bank holding
companies may merge existing bank subsidiaries located in different states into
one bank.
With certain exceptions, a bank and a subsidiary may not extend credit,
lease or sell property or furnish any services or fix or vary the consideration
for the foregoing on the condition that (i) the customer must obtain or provide
some additional credit, property or services from, or to, any of them, or (ii)
the customer may not obtain some other credit, property or service from a
competitor, except to the extent reasonable conditions are imposed to assure the
soundness of credit extended.
Beginning on September 29, 1995, an insured bank subsidiary may act as
an agent for an affiliated bank or thrift in offering limited banking services
(receive deposits, renew time deposits, close loans, service loans and receive
payments on loan obligations) both within the same state and across state lines.
Dividend Limitations. Under Federal Reserve supervisory policy, a bank
holding company generally should not maintain its existing rate of cash
dividends on common shares unless (i) the organization's net income available to
common shareholders over the past year has been sufficient to fully fund the
dividends, and (ii) the prospective rate of earnings retention appears
consistent with the organization's capital needs, asset quality, and overall
financial condition. The FDIC also has authority under the Financial
Institutions Supervisory Act to prohibit a bank from paying dividends if, in its
opinion, the payment of dividends would constitute an unsafe or unsound practice
in light of the financial condition of the bank. The Corporation's Board of
Directors has not yet declared any dividends and does not anticipate that it
will do so in the immediate future. In addition, there can be no assurance as
to when, if ever, the Corporation will declare and pay any cash dividends.
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Under federal law, the Bank must comply with various restrictions
applicable to its ability to pay dividends. In addition, the Bank is subject to
certain restrictions imposed by the Federal Reserve on extensions of credit to
the Corporation, on investments in the stock or other securities of the
Corporation, and in taking such stock or securities as collateral for loans.
The most stringent capital requirement affecting the Bank, however, are
those established by the prompt corrective action provisions of FDICIA, which
are discussed below. At December 31, 1996, the Bank's total risk-based capital,
Tier 1 risk-based capital and leverage capital exceeded the amounts required to
be designated "well capitalized."
Lending Limits. Under federal law, the total loans and extension of
credit by a national bank to a borrower outstanding at one time and not fully
secured may not exceed 15% of such bank's capital and unimpaired surplus. An
additional amount up to 10% of the bank's capital and unimpaired surplus may be
loaned to the same borrower if such loan is fully secured by readily marketable
collateral having a market value, as determined by reliable and continuously
available price quotations, at least equal to the amount of such additional
loans outstanding.
Affiliates. The Bank is subject to Sections 22(h), 23A and 23B of the
Federal Reserve Act, which restrict financial transactions between banks and
affiliated companies. The statute limits credit transactions between a bank and
its executive officers and its affiliates, prescribes terms and conditions for
bank affiliate transactions deemed to be consistent with safe and sound banking
practices, and restricts the types of collateral security permitted in
connection with a bank's extension of credit to an affiliate.
FDICIA. FDICIA requires, among other things, federal bank regulatory
authorities to take "prompt corrective action" with respect to banks which do
not meet minimum capital requirements. For these purposes, FDICIA establishes
five capital tiers: well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized, and critically undercapitalized.
The FDIC has adopted regulations to implement the prompt corrective
action provisions of FDICIA, effective as of December 19, 1992. Among other
things, the regulations define the relevant capital measures for the five
capital categories. An institution is deemed to be "well capitalized" if it has
a total risk-based capital ratio of 10% or greater, a Tier 1 risk-based capital
ratio of 6% or greater, and a leverage ratio of 5% or greater, and is not
subject to a regulatory order, agreement or directive to meet and maintain a
specific capital level for any capital measure. An institution is deemed to be
"adequately capitalized" if it has a total risk-based capital ratio of 8% or
greater, a Tier 1 risk-based capital ratio of 4% or greater, and generally a
leverage ratio 4% or greater. An institution is deemed to be "undercapitalized"
if it has a total risk-based capital ratio of less than 8%, a Tier 1 risk-based
capital ratio of less than 4%, or generally a leverage ratio of less than 4%. An
institution is deemed to be "significantly undercapitalized" if it has a total
risk-based capital ratio of less than 6%, a Tier 1 risk-based capital ratio of
less than 3%, or a leverage ratio of less than 3%. An institution is deemed to
be "critically undercapitalized" if it has a ratio of tangible equity (as
defined in the regulations) to total assets that is equal to or less than 2%.
"Undercapitalized" banks are subject to growth limitations and are
required to submit a capital restoration plan. A bank's compliance with such
plan is required to be guaranteed by any company that controls the
undercapitalized institution as described above. If an "undercapitalized" bank
fails to submit an acceptable plan, it is treated as if it is significantly
undercapitalized. "Significantly undercapitalized" banks are subject to one or
more of a number of requirements and restrictions, including an order by the
FDIC to sell sufficient voting stock to become adequately capitalized,
requirements to reduce total assets and case receipt of deposits from
correspondent banks, and restrictions on compensation of executive officers.
"Critically undercapitalized" institutions may not, beginning 60 days after
becoming "critically undercapitalized", make any payment of principal or
interest on certain subordinated debt or extend credit for a highly leveraged
transaction or enter into any transaction outside the ordinary course of
business. In addition, "critically undercapitalized" institutions are subject
to appointment of a receiver or conservator.
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The federal banking agencies have established guidelines, effective
August 9, 1995, which prescribe standards for depository institutions relating
to internal controls, information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth, and
management compensation. The agencies may require an institution which fails to
meet the standards set forth in the guidelines to submit a compliance plan. The
agencies are also currently proposing standards for asset quality and earnings.
The Corporation cannot predict what effect such guidelines will have on the
Bank.
Deposit Insurance. The Bank's deposits are insured up to $100,000 per
insured account by the BIF. As an institution whose deposits are insured by BIF,
the Bank is not currently required to pay deposit insurance premiums to BIF but,
was required to pay $10,500 for the FICO assessment for the first semi-annual
period in 1997. The Bank's deposit insurance assessments may increase depending
upon the risk category and subcategory, if any, to which the Bank is assigned by
the FDIC. Any increase in insurance assessments could have an adverse effect on
the Bank's earnings.
Bank Capital Requirements. The OCC has adopted risk-based capital
ratio guidelines to which the Bank is subject. The guidelines establish a
systematic analytical framework that makes regulatory capital requirements more
sensitive to differences in risk profiles among banking organizations.
Risk-based capital ratios are determined by allocating assets and specified
off-balance sheet commitments to four risk weighted categories, with higher
levels of capital being required for the categories perceived as representing
greater risk.
These guidelines divide a bank's capital into two tiers. The first
tier (Tier 1) includes common equity, certain non-cumulative perpetual preferred
stock (excluding auction rate issues) and minority interests in equity accounts
of consolidated subsidiaries, less goodwill and certain other intangible assets
(except mortgage servicing rights and purchased credit card relationships,
subject to certain limitations). Supplementary (Tier 2) capital includes, among
other items, cumulative perpetual and long-term limited-life preferred stock,
mandatory convertible securities, certain hybrid capital instruments, term
subordinated debt and the allowance for loan and lease losses, subject to
certain limitations, less required deductions. Banks are required to maintain a
total risk-based capital ratio of 8%, of which 4% must be Tier 1 capital. The
OCC may, however, set higher capital requirements when a bank's particular
circumstances warrant. Banks experiencing or anticipating significant growth
are expected to maintain capital ratios, including tangible capital positions,
well above the minimum levels.
In addition, the OCC established guidelines prescribing a minimum Tier
1 leverage ratio (Tier 1 capital to adjusted total assets as specified in the
guidelines). These guidelines provide for a minimum Tier 1 leverage ratio of 3%
for banks that meet certain specified criteria, including that they have the
highest regulatory rating and are not experiencing or anticipating significant
growth. All other banks are required to maintain a Tier 1 leverage ratio of 3%
plus an additional cushion of at least 100 to 200 basis points.
Certain regulatory capital ratios under the OCC's risk-based capital
guidelines for the Bank at December 31, 1996 are shown below:
Tier 1 Capital to Risk-Weighted Assets....................... 11.8%
Total Risk-Based Capital to Risk-Weighted Assets............. 12.9%
Tier 1 Leverage Ratio........................................ 7.8%
Additional Matters. In addition to the matters discussed above, the
Corporation and the Bank are subject to additional regulation of their
activities, including a variety of consumer protection regulations affecting
their lending, deposit and collection activities and regulations affecting
secondary mortgage market activities.
The earnings of financial institutions, including the Corporation and
the Bank, are also affected by general economic conditions and prevailing
interest rates, both domestic and foreign and by the monetary and fiscal
policies of the U.S. Government and its various agencies, particularly the
Federal Reserve.
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Additional legislation and administrative actions affecting the banking
industry may be considered by the United States Congress, the Indiana General
Assembly and various regulatory agencies, including those referred to above. It
cannot be predicted with certainty whether such legislation of administrative
action will be enacted or the extent to which the banking industry in general or
the Corporation and the Bank in particular would be affected thereby.
ITEM 2. DESCRIPTION OF PROPERTY
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The Corporation and the Bank have their main office in downtown
Indianapolis at 107 North Pennsylvania Street. The Corporation has executed
three leases for this location, one for space on the seventh floor which is used
for the Corporation's and Bank's executive offices, and one for space on the
ground floor which is used for retail branch transactions, and one on the sixth
floor which is used for the Bank's trust operations. The leases expire in 2001
and 2003. The Corporation also has an option to lease additional space in the
building under certain circumstances. This space has been leased from an
affiliate of one of the directors of the Corporation and the Bank. See "Certain
Relationship and Related Transactions."
The Bank opened its first neighborhood bank office on February 21, 1995
at 84th and Ditch Road. The Bank also opened a neighborhood bank office 82nd
and Bash Road on the northeast side of Indianapolis in December, 1995. The Bank
owns the land and the premises for both of these offices. In 1996 the Bank
opened an office in the Chamber of Commerce building at 320 N. Meridian Street
in the downtown Indianapolis area. The Bank leases the premises at this banking
office.
The Bank has installed a remote ATM at the Indianapolis City Market and
at the University of Indianapolis. These remote ATMs provide additional banking
convenience for the customers of the Bank, and generate an additional source of
fee income for the Bank.
ITEM 3. LEGAL PROCEEDINGS
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Neither the Corporation nor the Bank are involved in any pending legal
proceedings at this time.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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None.
PART II
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
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OTHER SHAREHOLDER MATTERS.
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There has been no active public trading market for the Common Stock.
The Shares currently issued and outstanding bear restrictions upon transfer
which restrict the ability of an Investor to shift his investment in any Shares
to an alternative investment in the future. Beginning in November, 1996,
shareholders of the Corporation who purchased Shares in 1993 may, depending upon
the circumstances of the individual shareholder, be able to transfer the Shares
purchased in 1993 without complying with many existing provisions currently
applicable to any proposed transfer. Shareholders of the Corporation who
purchased Shares in 1995 may, depending upon the circumstances of the individual
shareholder, be able to transfer such Shares without complying with many
existing provisions currently applicable to any proposed transfer in 1997.
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The Corporation sold 400,000 Shares in a private placement in 1995-1996
at a price of $12.50 per share. However, because there is not an established
public trading market for any Shares, the offering price of $12.50 may not
reflect the price which would be paid for the Shares on an active market and
should not necessarily be relied upon when determining the value of a
shareholder's investment.
At December 31, 1996, there were approximately 549 holders of record of
the Common Stock.
The Corporation has not declared or paid any cash dividends on its
Shares of Common Stock since its organization in 1993. The Corporation and the
Bank continue to expect that earnings will be retained to finance the Bank's
growth. Future dividend payments by the Corporation, if any, will be largely
dependent upon dividends paid by the Bank, which are subject to regulatory
limitations.
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ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS.
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The following table sets forth certain consolidated information concerning the
Company for the periods and dates indicated and should be read in connection
with, and is qualified in its entirety by, the detailed information and
consolidated financial statements and related notes set forth in the
Corporation's audited financial statements included elsewhere herein (in 000's).
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1996 1995 1994 1993(4)
-----------------------------------------------------
<S> <C> <C> <C> <C>
CONSOLIDATED OPERATING DATA:
Interest income $ 10,969 $ 6,252 $ 2,043 $ 107
Interest expense 6,234 3,425 811 12
---------- ----------- ----------- -----------
Net interest income 4,735 2,827 1,232 95
Provision for loan losses 420 600 360 25
---------- ----------- ----------- -----------
Net income after provision for loan 4,315 2,227 872 70
Securities gains (losses) net 23 (2) 0 0
Other income 901 445 151 0
Non-interest expense 5,161 3,537 2,313 732
---------- ----------- ----------- -----------
Income (loss) before income taxes 78 (867) (1,290) (662)
Applicable income taxes 0 0 0 0
---------- ----------- ----------- -----------
Net income (loss) $ 78 $ (867) $ (1,290) $ (662)
========== =========== =========== ===========
CONSOLIDATED BALANCE SHEET DATA (AT END OF PERIOD):
Total Assets $ 201,118 $ 120,531 $ 58,386 $ 14,235
Total investment securities 38,988 26,370 14,459 10,088
Total loans 122,832 70,538 32,427 278
Allowance for loan losses 1,356 985 385 25
Deposits 170,148 98,309 46,630 1,378
Shareholders' equity $ 15,999 $ 15,705 $ 11,433 $ 12,619
Weighted average shares outstanding 1,820 1,498 1,403 1,379
PER SHARE DATA:
Net income (loss) per common share (1) $ 0.04 $ (0.58) $ (0.92) $ (0.48)
Cash dividends declared 0 0 0 0
Book value (2) $ 8.78 $ 8.75 $ 8.08 $ 9.15
OTHER STATISTICS AND OPERATING DATA:
Return on average assets 0.1% (1.0)% (3.3)% (9.3)%
Return on average equity 0.5% (7.7)% (10.8)% (10.5)%
Net interest margin (3) 3.1% 3.4% 3.6% 1.5%
Average loans to average deposits 69.7% 66.1% 77.9% 18.9%
Allowance for loan losses to loans at end of period 1.1% 1.4% 1.2% 9.0%
Allowance for loan losses to non-performing loans 1639.8% N/A N/A N/A
Non-performing loans to loans at end of period 0.1% N/A N/A N/A
Net charge-offs to average loans 0.1% N/A N/A N/A
Number of offices 4 3 1 1
Number of full and part-time employees 58 47 28 21
Number of Shareholders of Record 549 542 436 414
CAPITAL RATIOS:
Average shareholders' equity to average assets 9.2% 12.8% 30.8% 88.8%
Equity to Assets 8.0% 13.0% 19.7% 88.7%
Total risk-based capital ratio (Bank Only) 12.7% 18.1% 31.6% 283.8%
</TABLE>
(1) Based upon weighted average shares oustanding during the period.
(2) Based on Common Stock outstanding at the end of the period.
(3) Net interest income as a percentage of average interest-earning assets.
(4) The Bank did not commence operations until December 21, 1993.
11
<PAGE>
THE FOLLOWING DISCUSSION AND ANALYSIS OF THE CORPORATION RELATES TO THE YEARS
ENDED DECEMBER 31, 1996 AND 1995 AND SHOULD BE READ IN CONJUNCTION WITH THE
CORPORATION'S CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED
ELSEWHERE HEREIN.
RESULTS OF OPERATIONS
Year Ended December 31, 1996 Compared to the Year Ended December 31, 1995
The Corporation's results of operations depends primarily on the level of its
net interest income, its non-interest income and its operating expenses. Net
interest income depends on the volume of and rates associated with interest
earning assets and interest bearing liabilities which results in the net
interest spread. The Corporation had net income of $77,584 for the year ended
December 31, 1996 compared to a net loss of $866,686 for the year ended December
31, 1995. This change is primarily due to the growth of the Bank allowing for
more interest earning assets and net interest income compared to the same period
during 1995, thereby offsetting more of the operating expenses.
Net Interest Income
- -------------------
Net interest income increased $1,908,301 or 67.5% to $4,735,473 for the year
ended December 31, 1996, from $2,827,172 for the year ended December 31, 1995.
Total interest income increased $4,716,683 for the year ended December 31, 1996
to $10,969,308 from $6,252,625 for the year ended December 31, 1995. This
increase is primarily a result of average total loans for the year ended
December 31, 1996 being approximately $94,556,000 compared to average total
loans of approximately $48,596,000 for the year ended December 31, 1995. The
loan portfolio produces the highest yield of all earning assets. Investment
portfolio income increased $1,013,222 or 86.0% to $2,191,032 for the year ended
December 31, 1996, as compared to $1,177,810 for the year ended December 31,
1995. This increase is primarily a result of the increase in the average
investment securities portfolio from approximately $18,032,000 for the year
ended December 31, 1995, to approximately $36,394,000 for the year ended
December 31, 1996. Interest on federal funds sold also increased due to an
increase in average federal funds sold of approximately $6,104,000 for the year
ended December 31, 1996 over the same period the previous year.
Total interest expense increased $2,808,382 or 82.0% to $6,233,835 for the year
ended December 31, 1996, from $3,425,453 for the year ended December 31, 1995.
This increase is due to an increase in interest bearing deposits and an advance
from FHLB. Total interest bearing liabilities averaged approximately
$124,841,000 for the year ended December 31, 1996 as compared to approximately
$63,801,000 for the year ended December 31, 1995. The average cost of interest
bearing liabilities at December 31, 1996, was approximately 4.99% as compared to
average cost of interest bearing liabilities of approximately 5.37% at December
31, 1995. The rate decrease was due to an overall decline in the market.
12
<PAGE>
The following table details average balances, interest income/expense and
average rates/yields for the Bank's earning assets and interest bearing
liabilities for the years ended December 31, 1996 and 1995 (in 000's):
<TABLE>
<CAPTION>
1996 1995
Interest Average Interest Average
Average Income/ Rate/ Average Income/ Rate/
Balance Expense Yield Balance Expense Yield
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Federal Funds $ 21,952 $ 1,166 5.31% $ 15,848 $ 930 5.87%
Investments 36,394 2,191 6.02 18,032 1,178 6.53
Loans (gross) 94,556 7,612 8.05 48,596 4,144 8.53
----------------------------------------------------------------------------
Total earning assets 152,902 $ 10,969 7.17% 82,476 $ 6,252 7.58%
Non-earning assets 7,607 5,351
--------- ---------
Total assets $ 160,509 $ 87,827
========= =========
Liabilities:
Interest bearing DDA $ 11,311 $ 261 2.31% $ 6,367 $ 188 2.95%
Savings 52,033 2,409 4.63 28,593 1,461 5.11
CD's under $100,000 27,611 1,656 6.00 14,452 919 6.36
CD's over $100,000 21,718 1,271 5.85 10,036 609 6.07
Individual
Retirement Accounts 2,917 186 6.38 1,707 107 6.29
Repurchase Agreements 8,950 431 4.81 2,645 141 5.33
FHLB Advances 301 20 6.51 0 0 0.00
----------------------------------------------------------------------------
Total Interest
-bearing Liabilities $ 124,841 $ 6,234 4.99% $ 63,800 $ 3,425 5.37%
Non-Interest-bearing
Liabilities 20,027 12,336
Other Liabilities 947 418
--------- ---------
Total Liabilities 145,815 76,554
Equity 14,694 11,273
--------- ---------
Total Liabilities & Equity $ 160,509 $ 87,827
========= =========
Recap:
Interest Income $ 10,969 7.17% $ 6,252 7.58%
Interest Expense 6,234 4.99% 3,425 5.37%
-------------------- ---------------------
Net Interest
Income/ Spread $ 4,735 2.18% $ 2,827 2.21%
==================== =====================
Contribution of Non-
Interest-bearing funds 0.92 1.22
Net Interest Margin 3.10% 3.43%
===== =====
</TABLE>
Average balances computed using daily actual balances.
13
<PAGE>
The following table sets forth an analysis of volume and rate changes in
interest income and interest expense of the Company's average earning assets and
average interest-bearing liabilities. The table distinguishes between the
changes related to average outstanding balances of assets and liabilities
(changes in volume holding the initial average interest rate constant) and the
changes related to average interest rates (changes in average rate holding the
initial average outstanding balance constant). The change in interest due to
both volume and rate has been allocated to volume and rate changes in proportion
to the relationship of the absolute dollar amounts of the change in each.
Year ended December 31, 1996 compared to year ended December 31, 1995 (in
000's)
<TABLE>
<CAPTION>
Increase in Net Interest Income
-------------------------
Net Due to Due to
Change Rate Volume
------ ---- ------
<S> <C> <C> <C>
Interest earning assets:
Federal funds sold $ 236 $ (96) $ 332
Investment securities 1,013 (99) 1,112
Loans 3,468 (245) 3,713
------------------------------------
Total 4,717 (440) 5,157
Interest bearing liabilities:
Demand deposits 73 (48) 121
Savings deposits 948 (148) 1,096
Certificates of deposit under $100,000 737 (56) 793
Certificates of deposit over $100,000 662 (23) 685
Individual Retirement Accounts 79 1 78
Repurchase agreements 290 (15) 305
FHLB Advances 20 0 20
------------------------------------
Total 2,809 (289) 3,098
------------------------------------
Net Change in Net Interest Income $ 1,908 $ (151) $ 2,059
====================================
</TABLE>
NOTE: Due to Rate Increase was calculated by taking the change in the rate
times prior year average balance.
Due to Volume Increase was calculated by taking the change in average
balance times the prior year rate.
14
<PAGE>
Provision for Loan Losses
- -------------------------
The amount charged to the provision for loan losses by the Bank is based on
management's evaluation as to the amounts required to maintain an allowance
adequate to provide for potential losses inherent in the loan portfolio. The
level of this allowance is dependent upon the total amount of past due and
non-performing loans, general economic conditions and management's assessment of
potential losses based upon internal credit evaluations of loan portfolios and
particular loans. Loans are entirely to borrowers in central Indiana.
During the year ended December 31, 1996, $420,000 was charged to the provision
for loan losses compared to $600,000 for the year ended December 31, 1995. At
December 31, 1996, the allowance was $1,355,800 or 1.10% of total loans. This
compares to an allowance of $985,000 or 1.40% as of December 31, 1995. There
were no charge-offs for the year ended December 31, 1995 and a total of $49,200
was charged-off for the year ended December 31, 1996. There were no loans past
due over 30 days at December 31, 1996 and 1995.
Other Operating Income
- ----------------------
Other operating income for the year ended December 31, 1996, increased $480,648
or 108.5% to $923,650 from $443,002 for the year ended December 31, 1995. The
increase is primarily due to an increase in trust fees and commissions of
$324,279 or 132.2% from $245,302 for the year ended December 31, 1995 to
$569,581 for the year ended December 31, 1996. The increase in trust income is
attributable to the increase in total assets under trust management of
approximately $120,000,000 from approximately $100,000,000 at December 31, 1995
to approximately $220,000,000 at December 31, 1996.
Other Operating Expenses
- ------------------------
Other operating expenses for the year ended December 31, 1996 increased
$1,624,679 or 45.9% to $5,161,539 from $3,536,860 for the year ended December
31, 1995. Salaries, wages and employee benefits increased $879,845 or 47.7% to
$2,723,717 for the year ended December 31, 1996 from $1,843,872 for the year
ended December 31, 1995. This increase is primarily due to the increase in the
number of employees from 47 full time equivalents at December 31, 1995 to 58
full time equivalents at December 31, 1996 to staff the expanded trust
department and two new branch locations. Net occupancy expense increased
$146,930 for the year ended December 31, 1996 over the same period the previous
year primarily due to the additional expense for the new branch locations and
trust department. Furniture and equipment expense increased $199,300 for the
year ended December 31, 1996 over the same period the previous year primarily
due to the depreciation for the Bash Road branch which opened in late December
1995 and the trust department. Professional services expense increased $41,581
or 16.8% from $247,130 for the year ended December 31, 1995 to $288,711 for the
year ended December 31, 1996 due to increased costs associated with initial
public reporting. Data processing expenses increased $142,254 for the year
ended December 31, 1996 over the same period the previous year primarily due to
increased service bureau fees relating to increased transaction activity by the
Bank and trust department.
Tax (Benefit)/Expense
- ---------------------
The Corporation applies a federal income tax rate of 34% and a state tax rate of
8.5% in the computation of tax expense or benefit. For the year ended December
31, 1996, the provision for income taxes consisted of current tax expense of
$230,000, a deferred tax benefit of $30,000 and a benefit of $200,000 from the
reversal of valuation allowance for deferred tax assets.
The Corporation has total deferred tax assets of $1,061,394 with a corresponding
valuation allowance of $830,444 as of December 31, 1996. The tax asset
represents net operating losses from previous years' operations. In accordance
with accounting pronouncements, a valuation allowance was originally established
and maintained because net income had not been reported previous to 1996. The
Corporation believes that sufficient net income in future operating years will
be sufficient to reverse the valuation allowance, although, there can be no
assurance of this. Operating results will depend upon numerous factors
including those over which the Corporation has little, if any, control.
15
<PAGE>
EFFECTS OF INFLATION
Inflation can have a significant effect on the operating results of all
industries. This is especially true in industries with a high proportion of
fixed assets and inventory. However, management believes that these factors are
not as critical in the banking industry. Inflation does, however, have an
impact on the growth of total assets and the need to maintain a proper level of
equity capital.
Interest rates are significantly affected by inflation, but it is difficult to
assess the impact since neither the timing nor the magnitude of the changes in
the various inflation indices coincides with changes in interest rates. There
is, of course, an impact on longer-term earning assets; however, this effect
continues to diminish as investment maturities are shortened and
interest-earning assets and interest-bearing liabilities shift from fixed rate,
long-term to rate-sensitive, short-term.
LIQUIDITY AND INTEREST RATE SENSITIVITY
The Corporation must maintain an adequate liquidity position in order to respond
to the short-term demand for funds caused by withdrawals from deposit accounts,
extensions of credit and for the payment of operating expenses. Maintaining
this position of adequate liquidity is accomplished through the management of a
combination of liquid assets; those which can be converted into cash and access
to additional sources of funds. Primary liquid assets of the Corporation are
cash and due from banks, federal funds sold, investments held as "available for
sale" and maturing loans. Federal funds sold represent the Corporations primary
source of immediate liquidity and were maintained at a level adequate to meet
immediate needs. Federal funds averaged approximately $21,952,000 and
$15,848,000 for the twelve months ended December 31, 1996 and 1995,
respectively. Maturities in the Corporation's loan and investment portfolios are
monitored regularly to avoid matching short-term deposits with long-term loans
and investments. Other assets and liabilities are also monitored to provide the
proper balance between liquidity, safety, and profitability. This monitoring
process must be continuous due to the constant flow of cash which is inherent in
a financial institution.
The Corporation actively manages its interest rate sensitive assets and
liabilities to reduce the impact of interest rate fluctuations. At December 31,
1996, the Corporation's rate sensitive liabilities exceeded rate sensitive
assets due within one year by $14,611,645.
The purpose of the Bank's Investment Committee is to manage and balance interest
rate risk, to provide a readily available source of liquidity to cover deposit
runoff and loan growth, and to provide a portfolio of safe, secure assets of
high quality that generate a supplemental source of income in concert with the
overall asset/liability policies and strategies of the Bank.
The Bank holds securities of the U.S. Government and its agencies along with
asset-backed securities and Federal Home Loan Bank and Federal Reserve Bank
stock. In order to properly manage market risk, credit risk and interest rate
risk, the Bank has guidelines it must follow when purchasing investments for the
portfolio and adherence to these policy guidelines are reported monthly to the
board of directors.
A significant portion of the Bank's investment securities consist of
asset-backed securities and collateralized mortgage obligations. The Bank
limits the level of these securities that can be held in the portfolio to a
specified percentage of total average assets. Also, asset-backed securities
collateralized by receivables other than mortgages will not have a stated final
maturity greater than seven years. In addition, only credit card receivables or
mortgage-related securities rated "AA" or better by Standard & Poor's, or an
equivalent rating by another rating agency, will be purchased.
All mortgage-related securities must pass the FFIEC "stress" test. This stress
test determines if price volatility under a 200 basis point interest rate shock
for each security exceeds a benchmark 30 year mortgage-backed security. If the
security fails the test, it is considered high risk and the Bank will not
purchase it. All mortgage-related securities purchased and included in the
investment portfolio will be subject to the FFIEC test as of December 31 each
year to determine if they have become high risk holdings. If a mortgage-related
security becomes high risk, it will be
16
<PAGE>
evaluated by the Bank's Investment Committee to determine if the security should
be liquidated. At December 31, 1996, the Bank held no high risk
mortgage-related securities.
As of December 31, 1996, the average yield on the Bank's investment portfolio is
as follows:
U.S. Treasuries 6.48%
U.S. Government agencies 5.59%
Collateralized mortgage obligations 6.44%
Asset-backed securities 5.71%
Other securities 5.58%
With the exception of securities of the U.S. Government and U.S. Government
agencies and corporations, the Corporation had the following securities with a
book and market value greater than 10% of shareholders' equity as of December
31, 1996 (in 000's):
Book Market
Security Value Value
-------- ----- -----
MBNA Credit Card Floaters $ 1,600 $ 1,600
As part of managing liquidity, the Corporation monitors its loan to deposit
ratio on a daily basis. At December 31, 1996 the ratio was 72.2 percent which
is within the Corporation's acceptable range.
The following table shows the composition of the Bank's loan portfolio as of the
dates indicated (in 000's):
<TABLE>
<CAPTION>
December 31
-----------
1996 1995
% of % of
Amount Total Amount Total
------------------------------------------------------
<S> <C> <C> <C> <C>
TYPES OF LOANS
Commercial $ 55,678 45.33% $34,881 49.45%
Construction 1,784 1.45 2,375 3.37
Commercial Mortgage 3,017 2.46 3,403 4.82
Residential Mortgage 56,455 45.95 28,403 40.27
Installment 836 0.68 679 0.96
Credit Card 793 0.65 541 0.77
Other 4,269 3.48 256 0.36
------------------------------------------------------
Total-Gross 122,832 100.00% 70,538 100.00%
======= =======
Allowance (1,356) (985)
--------- --------
Total-Net $121,476 $69,553
========= ========
</TABLE>
17
<PAGE>
The following table shows the composition of the Bank's deposit portfolio as of
the dates indicated (in 000's):
<TABLE>
<CAPTION>
December 31
1996 1995
-----------------------------------------------------
% of % of
Amount Total Amount Total
-----------------------------------------------------
<S> <C> <C> <C> <C>
TYPES
OF DEPOSITS
Demand Deposits $ 30,402 29.69% $ 17,144 26.55%
MMDA/Savings 71,798 70.12 47,328 73.30
Individual Retirement Accounts 191 0.19 95 0.15
-----------------------------------------------------
Total Demand Deposits 102,391 100.00% 64,567 100.00%
======= =======
Certificates of Deposit
Under $100,000 38,082 56.20 17,333 51.37
Over $100,000 25,716 37.95 14,570 43.18
Individual Retirement Accounts 3,959 5.85 1,839 5.45
-----------------------------------------------------
Total Certificates of Deposit 67,757 100.00% 33,742 100.00%
--------- ======= --------- =======
Total Deposits $ 170,148 $ 98,309
========= =========
</TABLE>
The Corporation experienced an increase in cash and cash equivalents, its
primary source of liquidity, of $6,944,177 during 1996. The primary financing
activity for 1996 was deposit growth which provided net cash of $71,839,381.
Lending used $52,342,676 and increasing federal funds sold used $8,125,000. The
Corporation's management believes its liquidity sources are adequate to meet its
operating needs and does not know of any trends, events or uncertainties that
may result in a significant adverse effect on the Corporation's liquidity
position.
18
<PAGE>
The following table illustrates the projected maturities and the repricing
mechanisms of the major asset/liabilities categories of the Corporation as of
December 31, 1996, based on certain assumptions. No prepayment rate assumptions
have been made for the loan portfolio. Maturity and repricing dates for
investments have been projected by applying the assumptions set forth below to
contractual maturity and repricing dates.
<TABLE>
<CAPTION>
NON-
INTEREST
0-180 DAYS 181-365 1-2 YEARS 2-3 YEARS 3-5 YEARS 5+ YEARS EARNING/ TOTAL
DAYS BEARING
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-Earning Assets:
Fed Funds/Overnight Time $25,675,000 - - - - - - $25,675,000
Investments 23,008,069 8,186,084 3,995,041 1,665,987 932,410 1,199,921 - 38,987,512
Loans:
Commercial & Industrial:
Fixed 2,234,236 2,577,906 3,842,817 3,554,648 4,727,708 2,095,079 82,683 19,115,077
Variable 36,691,179 - - - - - - 36,691,179
Loans Secured by Real
Estate:
Fixed 949,902 619,707 1,233,698 1,148,386 2,159,874 8,251,370 - 14,362,937
Variable 11,127,810 1,312,495 2,582,209 4,820,768 9,787,853 17,263,028 - 46,894,163
Other:
Fixed 188,314 171,926 265,004 167,810 99,673 2,689 70,108 965,524
Variable 794,426 4,008,267 - - - - - 4,802,693
-------------------------------------------------------------------------------------------------------
Total Interest-Earning
Assets 100,668,936 16,876,385 11,918,769 11,357,599 17,707,518 28,812,087 152,791 187,494,085
Non-Interest Earning
Assets 13,624,294 13,624,294
-------------------------------------------------------------------------------------------------------
Total Assets 201,118,379
=======================================================================================================
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
NON-
INTEREST
0-180 DAYS 181-365 1-2 YEARS 2-3 YEARS 3-5 YEARS 5+ YEARS EARNING/ TOTAL
DAYS BEARING
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-Bearing Liabilities:
Demand Deposits 5,824,734 - - - - - 24,576,917 30,401,651
Interest-Bearing Demand 12,639,697 - - - - - - 12,639,697
Savings Deposits - - - - - - 719,668 719,668
Money Market Accounts 58,630,117 - - - - - - 58,630,117
Certificate of Deposits 13,658,831 10,471,574 9,349,340 5,503,795 1,983,564 576,208 - 41,543,312
Jumbo CD's 14,734,528 4,214,135 4,229,451 1,787,473 1,248,030 - - 26,213,617
Repurchase Agreements 11,983,349 - - - - - - 11,983,349
FHLB Advances - - - - 2,000,000 - - 2,000,000
-------------------------------------------------------------------------------------------------------
Total Interest-Bearing
Liabilities 111,471,256 14,685,709 13,578,791 7,291,268 5,231,594 576,208 25,296,585 184,131,411
Non-Interest Bearing
Liabilities - - - - - - 987,664 987,664
Equity - - - - - - 15,999,304 15,999,304
-------------------------------------------------------------------------------------------------------
201,118,379
=======================================================================================================
Interest Sensitivity Gap
per Period (16,802,320) 2,190,675 (1,660,022) 4,066,331 12,475,924 28,235,879) (28,506,467)
=======================================================================================================
Cumulative Interest
Sensitivity Gap (16,802,320) (14,611,645) (16,271,667) (12,205,336) 270,588 28,506,467 0
=======================================================================================================
Interest Sensitivity Gap
as a Percentage of Earning
assets -8.96% 1.17% -0.89% 2.17% 6.65% 15.06% -15.20% -
=======================================================================================================
Cumulative Sensitivity Gap
as a Percentage of Earning
Assets -8.96% -7.79% -8.68% -6.51% 0.14% 15.20% 0.00% -
=======================================================================================================
</TABLE>
20
<PAGE>
CAPITAL RESOURCES
The Corporation's only source of capital since commencing operations has been
from issuance of common stock and results of operations. It has not issued long
term debt nor does it have any long term debt facility arrangements. The Bank
has incurred indebtedness pursuant to a FHLB advance at a rate of 6.40% maturing
8/1/2001. The Bank may add indebtedness of this nature in the future if
determined to be in the best interest of the Bank. In late 1995, the
Corporation increased its common stock by approximately $5,000,000 with the sale
of 400,000 shares. Capital for the Corporation is above regulatory requirements
at December 31, 1996. Pertinent capital ratios for the Corporation as of
December 31, 1996 are as follows:
Minimum
Actual Requirements
Tier 1 risk-based capital ratio 12.7% 4.0%
Total risk-based capital ratio 13.7% 8.0%
Leverage ratio 8.4% 4.0%
Dividends from the Bank to the Corporation may not exceed the undivided profits
of the Bank (included in consolidated retained earnings) without prior approval
of a federal regulatory agency. In addition, Federal banking laws limit the
amount of loans the Bank may make to the Corporation, subject to certain
collateral requirements. No dividends were declared, or loans made, during 1996
or 1995 by the Bank to the Corporation.
21
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
- -----------------------------
Report of Independent Auditors
Board of Directors
The National Bank of Indianapolis Corporation
We have audited the accompanying consolidated balance sheets of The National
Bank of Indianapolis Corporation as of December 31, 1996 and 1995, and the
related consolidated statements of income, shareholders' equity and cash flows
for the years then ended. These financial statements are the responsibility of
the Corporation's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of The National Bank
of Indianapolis Corporation at December 31, 1996 and 1995, and the consolidated
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
Ernst & Young LLP
Indianapolis, IN
February 5, 1997
22
<PAGE>
The National Bank of Indianapolis Corporation
Consolidated Balance Sheets
<TABLE>
<CAPTION>
DECEMBER 31
1996 1995
---------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks (Note 2) $ 14,776,994 $ 7,832,817
Federal funds sold 20,675,000 12,550,000
Investment securities:
Available-for-sale securities 28,981,801 16,376,391
Held-to-maturity securities 10,005,711 9,993,329
---------------------------------
Total investment securities (Note 3) 38,987,512 26,369,720
Loans (Note 4) 122,831,573 70,538,097
Less: Allowance for loan losses (1,355,800) (985,000)
---------------------------------
Net loans 121,475,773 69,553,097
Premises and equipment (Note 5) 3,576,117 3,487,107
Accrued interest 1,197,510 599,593
Other assets 429,473 139,094
---------------------------------
Total assets $ 201,118,379 $ 120,531,428
=================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing demand deposits $ 30,401,651 $ 17,144,277
Money market and saving deposits 71,989,482 47,422,437
Time deposits over $100,000 (Note 6) 26,213,617 14,669,622
Other time deposits 41,543,312 19,072,344
---------------------------------
Total deposits 170,148,062 98,308,680
Security repurchase agreements (Note 7) 11,983,349 5,964,512
FHLB advances (Note 7) 2,000,000 0
Other liabilities 987,664 553,231
---------------------------------
Total liabilities 185,119,075 104,826,423
Shareholders' equity (Notes 8 and 9):
Common stock, no par value:
Authorized shares 3,000,000
Issued and outstanding shares; 1996 1,821,775;
1995 1,795,663 18,645,376 18,324,671
Retained earnings-deficit (2,741,520) (2,819,104)
Net unrealized gains on available-for-sale
securities (Note 4) 95,448 199,438
---------------------------------
Total shareholders' equity 15,999,304 15,705,005
---------------------------------
Total liabilities and shareholders' equity $ 201,118,379 $ 120,531,428
=================================
</TABLE>
See accompanying notes.
23
<PAGE>
The National Bank of Indianapolis
Corporation
Consolidated Statements of Income
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1996 1995
------------------------------------
<S> <C> <C>
Interest income:
Interest and fees on loans $ 7,612,377 $ 4,144,440
Interest on investment securities 2,191,032 1,177,810
Interest on federal funds sold 1,165,899 930,375
------------------------------------
Total interest income 10,969,308 6,252,625
Interest expense:
Interest on deposits 5,783,680 3,284,592
Interest on repurchase agreements 430,599 140,861
Interest on FHLB advances 19,556 -
------------------------------------
Total interest expense 6,233,835 3,425,453
------------------------------------
Net interest income 4,735,473 2,827,172
Provision for loan losses 420,000 600,000
------------------------------------
Net interest income after provision for loan losses 4,315,473 2,227,172
Other operating income:
Trust fees and commissions 569,581 245,302
Service charges and fees on deposit accounts 174,414 113,203
Net securities gains (losses) 22,950 (2,394)
Other 156,705 86,891
------------------------------------
Total other operating income 923,650 443,002
Other operating expenses:
Salaries, wages and employee benefits 2,723,717 1,843,872
Net occupancy expense 482,494 335,564
Furniture and equipment expense 469,289 269,989
Professional services 288,711 247,130
Data processing 280,976 138,722
Other expenses 916,352 701,583
------------------------------------
Total other operating expenses 5,161,539 3,536,860
------------------------------------
Net income (loss) $ 77,584 $ (866,686)
====================================
Net income (loss) per common share (based on average number
of common shares outstanding) $ 0.04 $ (0.58)
====================================
Average number of shares of common stock 1,820,032 1,498,204
====================================
</TABLE>
See accompanying notes.
24
<PAGE>
The National Bank of Indianapolis
Corporation
Consolidated Statements of Shareholders' Equity
<TABLE>
<CAPTION>
UNREALIZED
RETAINED GAIN/(LOSS)
COMMON EARNINGS ON
STOCK SURPLUS DEFICIT INVESTMENTS TOTAL
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1995 $13,631,225 $ - $ (1,952,418) $ (245,849) $ 11,432,958
Issuance of stock (380,877 shares) 4,693,446 - - - 4,693,446
Net loss - - (866,686) - (866,686)
Unrealized gain on investments - - - 445,287 445,287
----------------------------------------------------------------------------
Balance on December 31, 1995 18,324,671 - (2,819,104) 199,438 15,705,005
Issuance of stock (26,112 shares) 320,705 - - - 320,705
Net income - - 77,584 - 77,584
Unrealized loss on investments - - - (103,990) (103,990)
----------------------------------------------------------------------------
Balance at December 31, 1996 $18,645,376 $ - $ (2,741,520) $ 95,448 $ 15,999,304
============================================================================
</TABLE>
See accompanying notes
25
<PAGE>
The National Bank of Indianapolis
Corporation
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1996 1995
----------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 77,584 $ (866,686)
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities:
Provision for loan losses 420,000 600,000
Depreciation and amortization 545,583 313,861
Amortization of intangibles -- 41,974
Net accretion of investments (169,586) (110,693)
Increase (decrease) in:
Interest receivable (597,917) (340,697)
Other assets 432,802 77,969
Other liabilities (290,378) 309,278
----------------------------------
Net cash provided by operating activities 418,088 25,006
INVESTING ACTIVITIES
Net change in federal funds sold (8,125,000) (6,425,000)
Loss (gain) on sale of investment securities
available for sale (22,950) 2,394
Proceeds from maturities of investment securities
held to maturity 3,963,343 --
Proceeds from maturities of investment securities
available for sale 23,051,634 3,595,497
Proceeds from sales of investment securities
available for sale 3,004,844 3,470,141
Purchases of investment securities held to maturity (3,931,421) (5,048,059)
Purchases of investment securities available for sale (38,617,646) (13,374,634)
Net increase in loans (52,342,676) (38,110,858)
Purchases of premises and equipment (634,593) (1,551,034)
----------------------------------
Net cash used by investing activities (73,654,465) (57,441,553)
FINANCING ACTIVITIES
Net increase in deposits 71,839,381 51,678,655
Increase in security repurchase agreements 6,020,468 5,884,834
Increase in FHLB borrowings 2,000,000 --
Proceeds from issuance of stock 320,705 4,693,446
----------------------------------
Net cash provided by financing activities 80,180,554 62,256,935
----------------------------------
Increase in cash and cash equivalents 6,944,177 4,840,388
Cash and cash equivalents at beginning of year 7,832,817 2,992,429
----------------------------------
Cash and cash equivalents at end of year $ 14,776,994 $ 7,832,817
==================================
Interest paid $ 6,139,346 $ 3,207,157
==================================
</TABLE>
See accompanying notes.
26
<PAGE>
The National Bank of Indianapolis
Corporation
Notes to Consolidated Financial Statements
December 31, 1996
1. ORGANIZATION AND ACCOUNTING POLICIES
ORGANIZATION
The National Bank of Indianapolis Corporation (the Corporation) was incorporated
in the State of Indiana on January 29, 1993. From that date through December 8,
1993 the Corporation was in the development stage with its principal activities
directed towards organization, raising capital and formation of a de novo
national bank, The National Bank of Indianapolis (the Bank). The Bank is a
wholly owned subsidiary and commenced operations in December, 1993. The
Corporation and the Bank engage in a wide range of commercial, personal banking
and trust activities primarily in Central Indiana.
The consolidated financial statements include the accounts of the Corporation
and the Bank with intercompany balances and transactions eliminated.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and interest-bearing deposits.
Interest-bearing deposits are available on demand.
INVESTMENT SECURITIES
Investments in debt securities are classified as held-to-maturity or
available-for-sale (see Note 3). Management determines the appropriate
classification of the securities at the time of purchase and reevaluates such
designation as of each balance sheet date.
Debt securities are classified as held-to-maturity when the Corporation has the
positive intent and ability to hold the securities to maturity. Held-to-maturity
securities are stated at amortized cost.
Debt securities not classified as held-to-maturity are classified as
available-for-sale. Available-for-sale securities are stated at fair value,
with the unrealized gains and losses, net of tax, reported as a separate
component of shareholders' equity.
The amortized cost of debt securities classified as held-to-maturity or
available-for-sale is adjusted for amortization of premiums and accretion of
discounts to maturity, or in the case of mortgage-backed securities, over the
estimated life of the security. Such amortization is included in interest
income from investments and is computed using a method which approximates the
level-yield method. Interest and dividends are included
27
<PAGE>
The National Bank of Indianapolis
Corporation
Notes to Consolidated Financial Statements (continued)
1. ORGANIZATION AND ACCOUNTING POLICIES (CONTINUED)
in interest income from investments. Realized gains and losses, and declines in
value judged to be other-than-temporary are included in net securities gains
(losses). The cost of securities sold is based on the specific identification
method.
LOANS
Interest income on commercial, mortgage and certain installment loans is accrued
on the principal amount of such loans outstanding. Loans are placed on
nonaccrual status when significant doubt exists as to the collectibility of
principal or interest.
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is established through provisions for loan losses
charged against income. Loans deemed to be uncollectible are charged against
the allowance for loan losses, and subsequent recoveries, if any, are credited
to the allowance. The Corporation applies the provisions of Financial
Accounting Standards Board Statement No. 114, "Accounting by Creditors for
Impairment of a Loan" as amended by Statement No. 118 "Accounting by Creditors
for Impairment of a Loan-Income Recognition and Disclosures." The allowance for
loan losses related to loans that are identified for evaluation in accordance
with Statement 114 is based on discounted cash flows using the loan's initial
effective interest rate, or the fair value of the collateral for certain
collateral dependent loans. The Corporation collectively evaluates consumer
loans and loans secured by real estate for impairment as homogeneous loan groups
which are outside the scope of Statement 114.
The allowance for loan losses is maintained at a level believed adequate by
management to absorb potential losses in the loan portfolio. The determination
of the allowance is based on factors which, in management's judgment, deserve
recognition under existing economic conditions in estimating possible loan
losses. This evaluation is inherently subjective as it requires material
estimates including the amounts and timing of future cash flows expected to be
received on impaired loans that may be susceptible to significant change. The
allowance is increased by provisions for loan losses charged against income and
reduced by net charge-offs.
28
<PAGE>
The National Bank of Indianapolis
Corporation
Notes to Consolidated Financial Statements (continued)
1. ORGANIZATION AND ACCOUNTING POLICIES (CONTINUED)
MORTGAGE SERVICING RIGHTS
Mortgage servicing rights are carried at their relative fair value and
separately from the loan asset. They are expensed in correlation to estimated
net servicing revenues. The capitalized mortgage servicing rights are assessed
for impairment based on the fair value of those rights.
PREMISES AND EQUIPMENT
Premises and equipment are stated at cost less accumulated depreciation computed
by the straight-line method over their useful lives or, for leasehold
improvements, the remaining lease term.
The Bank recognizes impairment losses on long-lived assets used in operations
when indicators of impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the assets' carrying
amount.
STOCK BASED COMPENSATION
The Corporation grants stock options for a fixed number of shares to employees
with an exercise price which approximates the fair value of shares at the date
of grant. Expense for employee compensation under stock option plans is based
on Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," (APB 25), with expense reported only if options are granted below
market price at grant date. Pro forma disclosures of net income and earnings
per share are provided as if the fair value method of Financial Accounting
Standard No. 123 were used for stock-based compensation.
FAIR VALUES OF FINANCIAL INSTRUMENTS
The fair values of financial instruments are estimated using relevant market
information and other assumptions (see Note 12). Fair value estimates involve
uncertainties and matters of significant judgment concerning several factors,
especially in the absence of broad markets for particular items.
EARNINGS PER SHARE
Earnings per share of common stock is based on weighted-average outstanding
shares during the year plus dilutive common stock equivalents using the average
stock price. Diluted earnings per share is calculated assuming any conversions
occurred at the beginning of the year and uses ending market price, if more
dilutive.
29
<PAGE>
The National Bank of Indianapolis
Corporation
Notes to Consolidated Financial Statements (continued)
1. ORGANIZATION AND ACCOUNTING POLICIES (CONTINUED)
RECLASSIFICATIONS
Certain amounts in the 1995 financial statements have been reclassified to
conform with the 1996 presentation.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
2. RESTRICTIONS ON CASH AND DUE FROM BANK ACCOUNTS
The Corporation is required to maintain average reserve balances with the
Federal Reserve Bank or as cash on hand or on deposit with a correspondent bank.
The required amount of reserve was approximately $633,000 and $535,000 at
December 31, 1996 and 1995, respectively.
3. INVESTMENT SECURITIES
The following is a summary of available-for-sale securities and held-to-maturity
securities:
<TABLE>
<CAPTION>
AVAILABLE-FOR-SALE SECURITIES
------------------------------------------------
GROSS ESTIMATED
AMORTIZED UNREALIZED FAIR
COST GAINS VALUE
------------------------------------------------
<S> <C> <C> <C>
DECEMBER 31, 1996
U.S. Treasury securities $ 4,423,366 $ 55,919 $ 4,479,285
U.S. Government agencies 14,643,182 16,986 14,660,168
Collateralized mortgage obligations 6,969,805 17,167 6,986,972
Asset-backed securities 2,850,000 5,376 2,855,376
------------------------------------------------
$28,886,353 $ 95,448 $28,981,801
================================================
DECEMBER 31, 1995
U.S. Treasury securities $ 5,376,070 $ 157,735 $ 5,533,805
U.S. Government agencies 4,924,376 24,979 4,949,355
Asset-backed securities 5,876,507 16,724 5,893,231
------------------------------------------------
$16,176,953 $ 199,438 $16,376,391
================================================
</TABLE>
30
<PAGE>
The National Bank of Indianapolis
Corporation
Notes to Consolidated Financial Statements (continued)
3. INVESTMENT SECURITIES (CONTINUED)
<TABLE>
<CAPTION>
HELD-TO-MATURITY SECURITIES
------------------------------------------------
GROSS ESTIMATED
AMORTIZED UNREALIZED FAIR
COST GAINS VALUE
------------------------------------------------
<S> <C> <C> <C>
DECEMBER 31, 1996
Collateralized mortgage obligations $ 9,042,711 $ 67,376 $ 9,110,087
Other securities 963,000 1,583 964,583
------------------------------------------------
$10,005,711 $ 68,959 $10,074,670
================================================
DECEMBER 31, 1995
Collateralized mortgage obligations $ 9,536,829 $ 156,845 $ 9,693,674
Other securities 456,500 2,662 459,162
------------------------------------------------
$ 9,993,329 $ 159,507 $10,152,836
================================================
</TABLE>
Sales of available-for-sale securities during 1996 resulted in gross realized
gains of $22,950. Sales of available-for-sale securities during 1995 resulted in
gross realized gains of $949 and gross realized losses of $3,343.
Investment securities with a carrying value of approximately $13,943,296 and
$6,943,877 at December 31, 1996 and 1995, respectively were pledged as
collateral for public and trust deposits, securities sold under agreements to
repurchase, and for other purposes as required by law or contract.
The amortized cost and estimated fair value of debt and marketable equity
securities at December 31, 1996, by contractual maturity, are shown below.
Expected maturities will differ from contractual maturities because the issuers
of the securities may have the right to prepay obligations without prepayment
penalties.
<TABLE>
<CAPTION>
ESTIMATED
AMORTIZED FAIR
COST VALUE
--------------------------------
<S> <C> <C>
AVAILABLE-FOR-SALE
Due in one year or less $ 15,637,980 $15,663,213
Due after one year through five years 11,648,373 11,718,588
Due after five years through ten years 1,600,000 1,600,000
--------------------------------
$ 28,886,353 $28,981,801
================================
HELD-TO-MATURITY
Due after five years through ten years $ 75,000 $ 76,583
No scheduled maturity 888,000 888,000
Collateralized mortgage obligations 9,042,711 9,110,087
--------------------------------
$10,005,711 $10,074,670
================================
</TABLE>
31
<PAGE>
The National Bank of Indianapolis
Corporation
Notes to Consolidated Financial Statements (continued)
4. LOANS AND LOAN COMMITMENTS
Loans consist of the following at December 31:
<TABLE>
<CAPTION>
1996 1995
------------------------------
<S> <C> <C>
Loans secured by real estate $ 69,266,404 $38,656,887
Commercial and industrial loans 42,913,291 25,083,665
Loans to individuals for household, family and other
consumer expenditures 10,651,878 6,797,545
------------------------------
Total loans $122,831,573 $70,538,097
==============================
</TABLE>
In the normal course of business, the Corporation has outstanding letters of
credit and loan commitments to meet the financing needs of its customers. At
December 31, 1996 and 1995, unused loan commitments totaled approximately
$49,596,508 and $31,390,035, respectively. Since some of these commitments are
expected to expire without being drawn upon, the outstanding amounts do not
necessarily represent future cash requirements.
Activity in the allowance for loan losses was as follows:
<TABLE>
<CAPTION>
1996 1995
----------------------------
<S> <C> <C>
Beginning balance $ 985,000 $ 385,000
Loans charged off (49,200) -
Provision for loan losses 420,000 600,000
----------------------------
Ending balance $1,355,800 $ 985,000
============================
</TABLE>
One loan was considered to be impaired at December 31, 1996 with a balance of
$84,000. The average balance of impaired loans during the year was immaterial.
No allocation from the Corporation's allowance for loan losses has been made for
impaired loans.
Loans are entirely to borrowers in the Central Indiana area.
5. PREMISES AND EQUIPMENT
Premises and equipment consist of the following:
<TABLE>
<CAPTION>
1996 1995
------------------------------
<S> <C> <C>
Land and improvements $ 1,422,453 $1,400,695
Building and improvements 660,639 596,308
Construction in progress - 8,168
Leasehold improvements 605,371 467,112
Furniture and equipment 1,953,380 1,534,967
------------------------------
4,641,843 4,007,250
Less accumulated depreciation and amortization (1,065,726) (520,143)
------------------------------
$ 3,576,117 $3,487,107
==============================
</TABLE>
32
<PAGE>
The National Bank of Indianapolis
Corporation
Notes to Consolidated Financial Statements (continued)
5. PREMISES AND EQUIPMENT (CONTINUED)
The Corporation occupies office space in a downtown office building pursuant to
three operating leases; two of which expire in 2001 and one which expires in
2003. These leases are noncancelable, except under certain circumstances for
which penalties may be imposed. The lease which expires in 2003 may be renewed
for two successive five-year periods. On February 13, 1996 the Corporation
executed a fourth noncancelable operating lease which expires in 1999 for office
space at the Chamber of Commerce building. This lease may be renewed for one
additional term of five years. Rent expense under these leases was $239,070 and
$163,193 for 1996 and 1995, respectively. Remaining minimum rental commitments
for these leases at December 31, 1996 total approximately $247,000 for 1997,
$263,000 for 1998; $284,000 for 1999; $278,000 for 2000; $208,000 for 2001; and
aggregate approximately $113,000 for all years thereafter. They also require
payment of a proportionate share of insurance, real estate taxes and certain
other operating expenses of the building in which the space is leased.
DEPOSITS
At December 31, 1996 the stated maturities of time deposits are as follows:
<TABLE>
<CAPTION>
LESS THAN GREATER THAN
$100,000 $100,000
-----------------------------
<S> <C> <C>
Mature in three months or less $ 5,210,154 $ 8,386,433
Mature after three months through six months 8,448,677 6,348,095
Mature after six months through twelve months 10,471,574 4,214,135
Mature in 1998 9,349,340 4,229,451
Mature in 1999 5,503,795 1,787,473
Thereafter 2,559,772 1,248,030
-----------------------------
$41,543,312 $26,213,617
=============================
</TABLE>
OTHER BORROWINGS
Other borrowings consist of the following at December 31:
<TABLE>
<CAPTION>
1996 1995
-----------------------------
<S> <C> <C>
Security repurchase agreements $11,983,349 $5,964,512
FHLB advances 2,000,000 -
-----------------------------
Total other borrowings $13,983,349 $5,964,512
=============================
</TABLE>
33
<PAGE>
The National Bank of Indianapolis
Corporation
Notes to Consolidated Financial Statements (continued)
7. OTHER BORROWINGS (CONTINUED)
Security repurchase agreements are short-term borrowings that generally mature
within one to four days from the transaction date. The FHLB advance has a fixed
interest rate of 6.4% and requires monthly interest payments. The maturity date
for this advance is August 1, 2001 at which time the principal is due. The
advance is secured by a pledge covering certain of the Corporation's mortgage
loans and investment securities.
Investment securities with a carrying value of approximately $13,943,296 and
$6,943,877 at December 31, 1996 and 1995, respectively were pledged as
collateral for public and trust deposits, securities sold under agreements to
repurchase, and for other purposes as required by law or contract.
8. STOCK OPTION AND EMPLOYEE BENEFIT PROGRAMS
The Board of Directors of the Corporation adopted stock option plans for
directors and key employees at the initial formation of the Bank in 1993. The
Board of Directors authorized 130,000 shares in 1993 and an additional 90,000
shares during 1996. All of the options in these plans remain exercisable for a
period of 10 years from the date of issuance, subject to the terms and
conditions of the plans.
Shares subject to outstanding options are summarized as follows:
<TABLE>
<CAPTION>
1996 1995
------------------------
<S> <C> <C>
Options outstanding at beginning of year 116,500 104,000
New options granted 15,000 12,500
------------------------
Options outstanding at end of year 131,500 116,500
========================
</TABLE>
As of December 31, 1996, total shares which may be purchased under the plans is
131,500 with option prices ranging from $10.00 to $12.50. There were no options
exercised or forfeited during 1996 and 1995.
The Board of Directors also approved a restricted stock plan in 1993. Shares
reserved by the Corporation for the restricted stock plan include 50,000 shares
in 1994 and an additional 20,000 shares during 1996. In 1993, the Corporation
granted shares under this plan to employees for 48,000 shares subject to the
terms and conditions of the restricted plan. These options remain outstanding
for a period of 7 years from the date of issuance. No options have been
exercised or forfeited as of December 31, 1996.
34
<PAGE>
The National Bank of Indianapolis
Corporation
Notes to Consolidated Financial Statements (continued)
8. STOCK OPTION AND EMPLOYEE BENEFIT PROGRAMS (CONTINUED)
In consideration of their efforts in organizing the Corporation and the Bank,
two officers/directors of the Corporation were issued warrants on October 18,
1993 to purchase an additional 345,500 common shares. The warrants became
exercisable, subject to certain regulatory conditions and restrictions, on
October 18, 1994 and will remain exercisable for a period of ten years
thereafter at a purchase price of $10 per share. During 1995, the Corporation
issued warrants to purchase an additional 76,875 common shares at a purchase
price of $12.50 to one officer/director. The warrants expire on July 20, 2005.
The Corporation has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25) and related
Interpretations in accounting for its director and employee stock options,
restricted stock and warrants, because, as discussed below, the alternative fair
value accounting provided for under FASB Statement No. 123, "Accounting for
Stock-Based Compensation," requires use of option valuation models that were not
developed for use in valuing employee stock options. Under APB 25, because the
exercise price of the Corporation's director and employee stock options and
warrants equals the market price of the underlying stock on the date of grant,
no compensation expense is recognized.
Pro forma information regarding net income and earnings per share is required by
Statement 123, which also requires that the information be determined as if the
Corporation has accounted for its stock options, restricted stock and warrants
granted subsequent to December 31, 1994 under the fair value method of that
Statement. The fair value for the options and warrants was estimated at the
date of grant using a Black-Scholes option pricing model with the following
weighted-average assumptions for 1995 and 1996, respectively: risk-free
interest rates of 5.73% and 6.56%; a dividend yield of -0-%; volatility factor
of the expected market price of the Corporation's common stock of .001; and an
expected life of the option of 10 years. The fair value for the restricted
stock was estimated at the date of the grant using a Black-Scholes option
pricing model with the following weighted-average assumptions for 1995 and 1996,
respectively: risk-free interest rates of 5.51% and 6.33%, a dividend yield of
- -0-%, volatility factor of the expected market price of the Corporation's common
stock of .001, and an expected life of 7 years.
35
<PAGE>
The National Bank of Indianapolis
Corporation
Notes to Consolidated Financial Statements (continued)
8. STOCK OPTION AND EMPLOYEE BENEFIT PROGRAMS (CONTINUED)
The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Corporation's director and employee stock options, restricted stock and
warrants have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can materially
affect the fair value estimate, in management's opinion, the existing models do
not necessarily provide a reliable single measure of the fair value of its
employee stock options.
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The Corporation's pro
forma information follows:
1996 1995
----------------------------
Pro forma net loss $(70,436) $(1,536,132)
Pro forma earnings per share:
Primary $ (.04) $ (1.03)
Effective January 1, 1994, the Bank adopted a trusteed 401(k) retirement savings
plan covering substantially all employees and encouraging employee
contributions. Employer contributions include Board of Director discretionary
contributions and the matching of a portion of employee contributions. The Bank
expensed approximately $33,000 and $28,000 for employer contributions to the
plan during 1996 and 1995, respectively.
9. DIVIDEND AND LOAN LIMITATION AND REGULATORY CAPITAL RATIOS
Dividends from the Bank to the Corporation may not exceed the undivided profits
of the Bank (included in consolidated retained earnings) without prior approval
of a federal regulatory agency. In addition, Federal banking laws limit the
amount of loans the Bank may make to the Corporation, subject to certain
collateral requirements. No dividends were declared, or loans made, during 1996
by the Bank to the Corporation
36
<PAGE>
The National Bank of Indianapolis
Corporation
Notes to Consolidated Financial Statements (continued)
9. DIVIDEND AND LOAN LIMITATION AND REGULATORY CAPITAL RATIOS (CONTINUED)
The Federal Reserve Board has established standards for measuring capital
adequacy based on "risk-weighting" assets according to potential credit risk
and classifying capital into two tiers. At December 31, 1996, the Corporation's
Tier 1 capital, consisting of shareholders' equity, was $15,999,304. Tier 2
capital, which consists of a portion of the allowance for loan losses, amounted
to $1,355,800. Total qualifying capital, combining Tier 1 and Tier 2 capital,
therefore, amounted to $17,355,104 and risk-weighted assets (including
off-balance sheet exposures) totaled $126,457,345 against which Tier 1 and Tier
1 plus Tier 2 capital are compared to determine risk-based capital ratios. The
capital adequacy standards also require a minimum leverage ratio which
represents the ratio of total qualifying capital to total adjusted assets.
As shown in the following table, the Corporation's regulatory capital ratios are
above minimum levels as of December 31, 1996 and 1995.
<TABLE>
<CAPTION>
MINIMUM
ACTUAL REQUIREMENTS
------------------------
<S> <C> <C>
As of December 31, 1996
Tier 1 risk-based capital ratio 12.7% 4.0%
Total risk-based capital ratio 13.7 8.0
Leverage ratio 8.4 4.0
As of December 31, 1995
Tier 1 risk-based capital ratio 18.1% 4.0%
Total risk-based capital ratio 19.3 8.0
Leverage ratio 13.1 4.0
</TABLE>
10. RELATED PARTIES
Certain directors and principal shareholders of the Corporation, including their
families and companies in which they are principal owners, were loan customers
of and had other transactions with the Corporation or its subsidiary in the
ordinary course of business during 1996. The aggregate dollar amount of these
loans was approximately $1,704,590 and $1,820,620 on December 31, 1996 and 1995,
respectively. All of the loans made were on substantially the same terms,
including interest rate and collateral, as those prevailing at the time for
comparable transactions with unrelated parties. The amounts do not include
loans made in the ordinary course of business to companies in which officers or
directors of the Corporation are either officers or directors, but are not
principal owners, of such companies.
37
<PAGE>
The National Bank of Indianapolis
Corporation
Notes to Consolidated Financial Statements (continued)
10. RELATED PARTIES (CONTINUED)
During 1996, new loans to these parties amounted to $181,238 and repayments
amounted to $397,264.
A director of the Corporation has a minority ownership interest in one of the
leased premises. The Corporation received a report from an independent property
consultant at the inception of the lease that the rent and other terms appeared
to be customary and fair.
11. INCOME TAXES
The Corporation applies a federal income tax rate of 34% and a state tax rate of
8.5% in the computation of tax expense or benefit. The provision for income
taxes consisted of current tax expense of $230,000, a deferred tax benefit of
$30,000 and a benefit of $200,000 from the reversal of valuation allowance for
deferred tax assets.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Deferred tax assets are
recognized for the estimated tax effects attributable to deductible temporary
differences and operating loss carryforwards, net of any valuation allowances
for amounts which may not be realized by the Corporation. At December 31, 1996,
the Corporation has net operating loss carryforwards of approximately $55,000,
$840,000 and $120,000 that expire in the years 2008, 2009 and 2010,
respectively. For financial reporting purposes, a valuation allowance has been
recognized to offset the deferred tax assets related to those carryforwards and
part of the Corporation's deductible temporary differences.
The components of the Corporation's net deferred tax asset in the consolidated
statement of condition as of December 31 are as follows:
<TABLE>
<CAPTION>
1996 1995
------------------------------
<S> <C> <C>
Deferred tax assets:
Tax operating loss carryforwards:
Federal $ 320,923 $ 502,879
State 87,684 137,399
------------------------------
408,607 640,278
Allowance for loan losses 542,320 334,900
Other 110,467 58,494
------------------------------
Total deferred tax assets 1,061,394 1,033,672
Valuation allowance for deferred tax assets (830,444) (1,033,672)
------------------------------
Net deferred tax assets $ 230,950 $ -
==============================
</TABLE>
38
<PAGE>
The National Bank of Indianapolis
Corporation
Notes to Consolidated Financial Statements (continued)
12. FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement No. 107, "Disclosures About Fair Value of Financial Instruments,"
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is practicable to
estimate that value. In cases where quoted market prices are not available, fair
values are based on estimates using present value or other valuation techniques.
Those techniques are significantly affected by the assumptions used, including
the discount rate and estimates of future cash flows. In that regard, the
derived fair value estimates cannot be substantiated by comparison to
independent markets and, in many cases, could not be realized in immediate
settlement of the instrument. Statement No. 107 excludes certain financial
instruments and all nonfinancial instruments from its disclosure requirements.
Accordingly, the aggregate fair value amounts presented do not represent the
underlying value of the Corporation.
The following methods and assumptions were used by the Corporation in estimating
its fair value disclosures for financial instruments:
Cash and short-term investments: The carrying amounts reported in the
balance sheet for cash and short-term investments approximate those assets'
fair values.
Investment securities (including collateral mortgage obligations): Fair
values for investment securities are based on quoted market prices, where
available. If quoted market prices are not available, fair values are based
on quoted market prices of comparable instruments.
Loans receivable: For variable-rate loans that reprice frequently and with
no significant change in credit risk, fair values are based on carrying
values. The fair values for all other loans are estimated using discounted
cash flow analyses, using interest rates currently being offered for loans
with similar terms to borrowers of similar credit quality. The carrying
amount of accrued interest approximates its fair value.
Deposit liabilities: The fair values disclosed for demand deposits,
including interest-bearing and noninterest-bearing accounts, passbook
savings, and certain types of money market accounts are, by definition,
equal to the amount payable on demand at the reporting date (i.e., their
carrying amounts). Fair values for fixed-rate certificates of deposit are
estimated using a discounted cash flow calculation that applies interest
rates currently being offered on certificates to a schedule of aggregated
expected monthly maturities on time deposits.
39
<PAGE>
The National Bank of Indianapolis
Corporation
Notes to Consolidated Financial Statements (continued)
12. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
Short-term borrowings: The carrying amounts of borrowings under repurchase
agreements, and other short-term borrowings approximate their fair values.
Off-balances-sheet instruments: Fair values of the Corporation's
off-balance-sheet instruments (loan commitments) are based on quoted fees
currently charged to enter into similar agreements, taking into account the
counterparties' credit standing.
The estimated fair values of the Corporation's financial instruments at December
31, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
1996 1995
-----------------------------------------------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS:
Cash and due from banks $ 14,776,944 $ 14,776,994 $ 7,832,817 $ 7,832,817
Federal funds sold 20,675,000 20,675,000 12,550,000 12,550,000
Investment securities
available-for-sale 28,981,801 28,981,801 16,376,391 16,376,391
Investment securities held-to-
maturity 10,005,711 10,074,670 9,993,329 10,152,836
Net loans 121,475,773 121,964,142 69,553,097 69,983,374
LIABILITIES:
Deposits 170,148,062 170,503,668 98,308,680 98,717,597
Short-term borrowings 13,983,349 13,983,349 5,964,512 5,964,512
OFF-BALANCE-SHEET INSTRUMENTS:
Loan commitments - 208,317 - 117,138
Standby and commercial
letters of credit - 28,240 - 11,490
</TABLE>
40
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE.
- ---------------------
Not applicable.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
- ----------------------------------------------------------------------
The following sets forth information as to each director and each
executive officer of the Corporation and the Bank as of December 31, 1996,
including their ages, present principal occupations, other business experience
during the last five years and directorships in other publicly held companies.
Each individual's service with the Corporation and the Bank began at the
formation of the Corporation in 1993, unless otherwise noted. In addition, all
current directors of the Corporation are also current directors of the Bank.
Certain family relationships exist among the directors of the Corporation.
Michael S. Maurer and Morris L. Maurer are cousins. There are no arrangements
or understandings between any of the directors pursuant to which any of them
have been selected for their respective positions.
MICHAEL S. MAURER - Age 54, Term Expires 1998. Mr. Maurer, the
chairman of the board of the Corporation and the Bank, was self-employed as an
attorney from 1969 through 1988. In 1987 Mr. Maurer became chief executive
officer and fifty percent owner of MYSTAR Corp., a broadcasting company which
owns Indianapolis radio stations WTPI, WZPL-FM and WMyS-AM. In 1990 Mr. Maurer
became chief executive officer and fifty percent owner of IBJ Corp., a
publishing company which owns The Indianapolis Business Journal, The Court and
Commercial Record, and the Indiana Lawyer. From April 1991 through December
1992, Mr. Maurer served as a director and member of the Executive Committee of
Merchants National Bank/National City Bank, Indianapolis, Indiana. Mr. Maurer
is currently a director of IPALCO Enterprises, Inc. and Indianapolis Power and
Light Company.
MORRIS L. MAURER - Age 45, Term Expires 1999. Mr. Maurer is the
president, chief executive officer and a director of the Corporation and the
Bank. He was employed by Indiana National Bank/INB Financial Corporation from
1975 through 1992. In Mr. Maurer's capacity as senior vice president, he was
responsible for corporate-wide strategic planning, venture capital, chairman of
corporate and lead bank ALCO committees, mergers and acquisitions, and economic
research. As chief financial officer, Mr. Maurer was responsible for general
accounting, controller, investment, funds desk, security sales and brokerage
functions. In addition, Mr. Maurer was a member of the executive management
committee, and chairman of the state-wide bank integration committee.
PHILIP B. ROBY - Age 53, Term Expires 1997. Mr. Roby is the executive
vice president, chief operating officer and a director of the Corporation and
the Bank and is also the chief lending officer of the Bank. He began his
career at Indiana National Bank in 1965 in its Management Training Program.
During the years between 1967 to 1973, Mr. Roby worked as a Commercial Lending
Officer and Correspondent Banking Officer at Indiana National Bank. In 1973,
he was named manager of the Commercial Credit Department with responsibility for
the Commercial Credit Training Program in Commercial Loan Analysis. In 1975, he
became president of two real estate subsidiaries of the parent holding company,
Indiana National Financial Corporation.
41
<PAGE>
From 1978 to 1990, he held the position of senior vice president and
division head of the Metropolitan Division. Mr. Roby served as a member of the
Commercial Loan Committee during this period. In 1990, Mr. Roby became
president of INB Banking Company, Northeast, an affiliate bank of INB Financial
Corporation, located in Fort Wayne, Indiana. Subsequent to the INB merger with
NBD Bancorp, he was elected executive vice president and senior commercial
lending officer for the Northeast Region of the merged bank and was also named
one of the eight members of the Senior Indiana Loan Committee of NBD Indiana,
Inc.
JAMES M. CORNELIUS - Age 53, Term Expires 1998. Mr. Cornelius, a
director, is chairman of the board of directors of Guidant Corporation, a global
medical device company traded on the New York and Pacific Stock Exchanges. He
was elected to this position in September 1994 and joined Guidant full time
following his retirement from Eli Lilly and Company in October 1995. He served
as vice president of finance and chief financial officer at Lilly from January
1983 until his retirement and served on its Board and Executive Committee from
December 1986. Mr. Cornelius serves on the Board of Directors for American
United Life Insurance Company and Lilly Industries, Inc. He served as a
director of Indiana National Bank from 1982 through 1992.
TODD H. STUART - Age 31, Term Expires 1999. Mr. Stuart, a director,
has been employed by Stuart's Household Furniture Moving & Storage, Inc., a
household and commercial moving, packing and warehousing business since 1983. As
vice president of the company, Mr. Stuart's responsibilities include sales,
daily operations and supervision of more than 40 employees. Mr. Stuart is also
a director of Bankers Life Holding Corporation, Chicago, Illinois.
G. BENJAMIN LANTZ - Age 60, Term Expires 1998. Dr. Lantz, a
director, has been employed as president of the University of Indianapolis from
1988 through the present. He served approximately 18 years in the
administration of various colleges before he became vice president,
administration and development at NESCO, Inc., a privately held manufacturing,
real estate and engineering company located in Mayfield Heights, Ohio. Dr.
Lantz's responsibilities included supervision of legal counsel and corporate
recruitment. Dr. Lantz was also involved in acquisitions and divestitures and
locating, analyzing and negotiating and conducting due diligence activities for
the purchase of companies. Dr. Lantz also monitored corporate activities for
four companies.
ANDRE B. LACY - Age 57, Term Expires 1999. Mr. Lacy, a director,
began his career in 1961 with the predecessor of Lacy Diversified Industries,
Inc. as an analyst. Mr. Lacy held various positions with the company before
becoming chairman and chief executive officer of LDI, Ltd. (Limited Partnership)
and its subsidiaries. Its various entities include: Lacy Diversified
Industries; Jessup Door Company; Major Video Concepts; Tucker-Rocky
Distributing; and Answer Products, Inc.
Mr. Lacy was a director of Merchants National Bank & Trust Company and
Merchants National Corporation/National City Corporation from 1979 through 1992.
He also served as chairman of the Finance Committee and as a member of the
Executive Committee. Mr. Lacy is currently a director of Albemarle Corporation,
Richmond, Virginia; IPALCO Enterprises, Indianapolis; Tredegar Industries,
Richmond, Virginia; and Patterson Dental Company, St. Paul, Minnesota.
DAVID R. FRICK - Age 52, Term Expires 1997. Mr. Frick, a director, is
the executive vice president and chief administrative officer of Athem, Inc. (an
insurance and financial services company). He served as managing partner of
Baker & Daniels, one of Indiana's largest law firms, from 1987 through 1992. Mr.
Frick was engaged in the private practice of law from 1969 to 1976, when he
became Corporation Counsel and Deputy Mayor of the City of Indianapolis. Mr.
Frick returned to the private practice of law in 1982 in Indianapolis. Mr.
Frick is also a director of Broadcasting Management, Inc., a venture capital
fund which owns radio stations.
42
<PAGE>
KATHRYN G. BETLEY - Age 54, Term Expires 1997. Ms. Betley, a director,
has been chairman of the board, secretary and co-owner of Romancing the
Seasons, a retail store located in Indianapolis, from 1989 through the present.
Ms. Betley is an extremely active community volunteer in the Indianapolis area
and is involved with and serves on the boards of many civic organizations.
WILLIAM J. LOVEDAY - Age 53, Term Expires 1998. Mr. Loveday, a
director, is currently the president and chief executive officer of Clarian
Health Partners, Inc. Mr. Loveday has served in that capacity from 1988 through
the present. Mr. Loveday is also a director of Indianapolis Life Insurance
Company. From 1983 to 1988, Mr. Loveday was executive vice president and chief
operating officer of Memorial Medical Center of Long Beach, California.
DEBRA L. ROSS - Age 35. Ms. Ross is the chief financial officer of
the Corporation and Bank. She was employed by Summit Bank from 1989 to 1993. In
Ms. Ross' capacity as assistant vice president and assistant controller, she was
responsible for developing and administering accounting policies and procedures,
regulatory reporting, financial analysis, budgeting and directing and
supervising the activities of the accounting and cash management departments.
43
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.
- ---------------------------------
Compensation Committee
- ----------------------
Decisions on compensation of the Corporation's executives are made by
the Compensation Committee of the Board, which also serves as the Compensation
Committee of the Bank. Each member of the Compensation Committee is a
non-employee director. All decisions of the Compensation Committee relating to
the compensation of the Corporation and the Bank's executive officers are
reviewed by the full Board.
Compensation of Directors
- -------------------------
Directors of the Corporation and the Bank have never received a fee for
serving in such capacity and neither the Corporation nor the Bank are currently
paying any director fees. In June 1996 the Board of Directors has adopted a
resolution providing that Directors be compensated with stock options each June
having a net present value between approximately $17,500 to $20,000 until such
time as the Directors are compensated with cash compensation. In June 1996,
Messrs. Cornelius, Frick, Lacy, Lantz and Stuart were each granted options for
2,000 shares, exercisable at $12.50 per share, during a ten year period. Ms.
Betley and Mr. Loveday, who became directors in October 1995, were each granted
options in March 1996 for 2,500 shares, exercisable at $12.50 per share, during
a ten year period.
Compensation Policies Toward Executive Officers
- -----------------------------------------------
The Compensation Committee's executive compensation policies are
designed to provide competitive levels of compensation to the executive officers
and to reward officers for individual performance and for performance of the
Corporation as a whole. Although there are established goals and standards
relating to performance of the Corporation, these goals and standards have not
been established solely for utilization in setting compensation of individual
employees. The Compensation Committee does, however, consider the Corporation
and the Bank's performance compared to the Annual Plan and compared to certain
established non-financial goals in setting compensation levels.
Base Salary
Each executive officer is reviewed individually by the Compensation
Committee, which review includes an analysis of the performance of the
Corporation and the Bank. In addition, the review includes, among other things,
an analysis of the individual's performance during the past fiscal year,
focusing primarily upon the following aspects of the individual's job or
characteristics of the individual exhibited during the most recent fiscal year:
quality and quantity of work; supervisory skills; dependability; initiative;
attendance; overall skill level; and overall value to the Corporation.
Bonus Amounts
During 1996, the Board of Directors approved a bonus plan ("Bonus
Plan") for all employees of the Bank applicable only to 1996. Under the terms
of the Bonus Plan, all employees were entitled to receive a bonus equal to 3% to
5% of their salary depending upon the amount, if any, by which the Bank exceeded
its budget. Mr. Maurer received a bonus of $5,525 and Mr. Roby a bonus of
$4,896, payable in 1997.
Other Compensation Plans
At various times in the past, the Corporation has adopted certain
broad-based employee benefit plans for all employees. Senior executives are
permitted to participate in these plans on the same terms as non-executive
employees who meet applicable eligibility criteria, subject to any legal
limitations on the amount that may be contributed or the benefits that may be
payable under the plans. These plans include such customary employee benefit
plans as medical insurance, life insurance, and a 401(k) plan.
44
<PAGE>
Summary Compensation Table
- --------------------------
The following table sets forth for the fiscal year ending December 31,
1996 the cash compensation paid by the Corporation or the Bank, as well as
certain other compensation paid or awarded during those years, to the chief
executive officer and any other executive officer whose total annual salary and
bonus equaled or exceeded $100,000. Michael S. Maurer receives no salary from
either the Corporation or the Bank; however, Mr. Maurer did receive warrants to
purchase 76,875 shares at $12.50 per share during 1995. See "Employee Benefit
Plans -- Warrants."
<TABLE>
<CAPTION>
ANNUAL COMPENSATION (1) LONG TERM COMPENSATION
--------------------------------------------------------------
SECURITIES
RESTRICTED STOCK UNDERLYING ALL OTHER
NAME AND SALARY ($) BONUS AWARDS (#) OPTIONS/SARS COMPENSATION
PRINCIPAL POSITION YEAR (2) ($) (3) (#) (4)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Morris L. Maurer, 1996 $125,272 $ 5,525 -0- -0- $3,300
President and Chief
Executive Officer
1995 $114,615 $30,000 -0- -0- $2,522
1994 $110,000 -0- 25,000 35,000 $2,330
-------------------------------------------------------------------------------------------
Philip B. Roby, 1996 $113,243 $ 4,986 -0- -0- $2,921
Executive Vice
President and Chief
Operating Officer
1995 $107,154 $20,000 -0- -0- $2,357
1994 $100,000 -0- 15,000 25,000 $2,194
-------------------------------------------------------------------------------------------
</TABLE>
(1) While executive officers enjoy certain perquisites, such perquisites
are less than 5% of such officer's salary and bonus and are not
required to be reported.
(2) Effective July 1, 1996 the salary of Morris L. Maurer was increased
from $120,000 to $126,000 and the salary of Philip B. Roby was
increased from $110,000 to $115,500. Effective July 1, 1995, the salary
of Morris L. Maurer was increased from $110,000 to $120,000 and the
salary of Philip B. Roby was increased from $100,000 to $110,000.
(3) No shares of restricted stock will begin to vest until the Corporation
has achieved pre-tax net income exceeding $500,000 in a fiscal year,
after which 50% of such shares will vest on December 31 of such fiscal
year with an additional 25% vesting on each subsequent December 31. The
restricted stock awards will be forfeited if not vested within 7 years.
No dividends will be paid on shares of restricted stock until such
stock vests.
(4) These amounts represent Corporation contributions under the
Corporation's 401(k) savings plan.
45
<PAGE>
Employee Benefit Plans
- ----------------------
Warrants
In consideration of their efforts in organizing the Corporation and the
Bank and for services to be rendered after the Bank began operations, Michael S.
Maurer and Morris L. Maurer were issued warrants to purchase 307,500 and 38,000
shares, respectively, in connection with the formation of the Corporation and
the Bank in 1993. Such warrants are exercisable and will remain exercisable
until 2003 at a purchase price of $10.00 per share. The warrants will
immediately become null and void, without any action required by the Corporation
or the Bank, the Federal Deposit Insurance Corporation ("FDIC"), the Office of
the Comptroller of the Currency ("OCC"), or the Board of Governors of the
Federal Reserve System ("Federal Reserve") if either the Federal Reserve, the
FDIC, or the OCC issues a directive or final order to the Corporation or the
Bank requiring a contribution of capital.
In addition, in 1995 Michael S. Maurer received warrants for 76,875
shares, exercisable at a price of $12.50 per share, exercisable until 2005. Such
warrants were granted to Mr. Maurer in recognition of the fact that he had not
received any cash compensation from either the Bank or the Corporation since its
inception, and that the initial directors of the Corporation and the Bank who
are still directors had received at that time options individually for 6,500
shares since the Corporation and the Bank were organized.
Stock Plans
The Corporation has adopted a stock option program for directors of the
Corporation and the Bank, and a separate stock option program for officers and
key employees of the Corporation and the Bank. The Corporation has also adopted
a restricted stock plan for officers and employees of the Corporation and the
Bank. Under the option programs, options for an aggregate of 220,000 shares may
be granted. A total of 70,000 shares have been reserved for issuance under the
restricted stock plan. The Board of Directors of the Corporation believes these
programs provide an important incentive to those who will be instrumental to the
success of the Corporation and of the Bank. A more detailed description of each
of the programs is set forth below.
1993 Employees' Stock Option Plan. This plan provides for the grant of
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code and the grant of nonqualified stock options (the "Plan"). The Plan
provides for the award of stock options to elected officers and key employees of
the Corporation and its subsidiaries, including the Bank, which currently is the
Corporation's only subsidiary. The exercise price for all options granted under
the Plan will not be less than the greater of $10.00 or the fair market value of
the Shares on the date of grant. The Plan will expire on May 31, 2003.
Options may be granted under the Plan only to officers and other key
employees who are in positions to make significant contributions to the success
of the Corporation. The Compensation Committee, consisting of outside
directors of the Corporation who are ineligible under the Plan to receive
options themselves, administers the Plan.
Options are exercisable in whole or in part upon such terms and
conditions as may be determined by the Compensation Committee, but in no event
will any incentive stock options be exercisable later than ten years after date
of grant.
A total of 120,000 shares has been reserved for issuance under the
Employee Stock Option Plan. Options for 84,000 shares have been granted under
the Plan. Morris L. Maurer received options for 35,000 shares and Philip B.
Roby received options for 25,000 shares, representing 41.7% and 29.8% of the
total options granted under the Plan in 1994. No options were granted under the
Plan in 1995. All of the options which have been granted are exercisable at
$10.00 per share. Twenty percent of the options which have been granted vested
on December 31, 1994, an additional 20% vested on December 31, 1995, with an
46
<PAGE>
additional 20% vesting every December 31 thereafter until the options will be
fully vested on December 31, 1998.
The following table shows the number of shares covered by both
exercisable and non-exercisable stock options by Messrs. M. L. Maurer and Roby
as of December 31, 1996. Also reported are the values for the "in-the-money"
options, which represent the positive spread between the exercise price of any
such existing stock options and the year-end assumed price of the Common Stock.
For purposes of the following table, the year-end price of the stock was assumed
to be $12.50. Because there is not an established trading market for the Common
Stock, the assumed price of $12.50 may not reflect the actual price which would
be paid for shares of the Common Stock in an active or established trading
market and should not necessarily be relied upon when determining the value of a
shareholder's investment.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR END AT FISCAL YEAR END
(#) ($)
---------------------------------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Morris L. Maurer 21,000 14,000 $52,500 $35,000
Philip B. Roby 15,000 10,000 $37,500 $25,000
</TABLE>
1993 Directors' Stock Option Plan. As previously stated, Directors
have not received any fees for their services as a director. However in 1993,
the Board of Directors of the Corporation adopted a nonqualified stock option
plan (the "Directors' Plan") which provides for the grant of nonqualified stock
options to those individuals who are not officers or employees of the
Corporation or the Bank and who serve as directors (the "Outside Directors") of
the Corporation or any of its subsidiaries, including the Bank. The Chairman of
the Board of Directors of the Corporation, Michael S. Maurer, is not eligible to
receive grants of options under the Directors' Plan. The Plan will expire on
May 31, 2003.
The Directors' Plan provides for the grant of nonqualified stock
options to acquire shares of the Corporation at a price equal to the greater of
$10.00 or the fair market value of the shares on the date of grant. A total of
100,000 shares has been reserved for issuance under the Directors' Plan. There
are currently 52,500 shares available for issuance under the Directors' Plan.
The options under this program are exercisable for ten years from the
date of grant. In addition, the options will immediately become null and void,
without any action required by the Corporation or the Bank, the FDIC, the OCC,
or the Federal Reserve if either the Federal Reserve, the FDIC, or the OCC
issues a directive or final order to the Corporation or the Bank requiring a
contribution of capital. Messrs. Cornelius, Frick, Lacy, Lantz, and Stuart have
each received options to acquire a total of 8,500 shares. These individuals
received options for 2,000 shares in 1996 at an exercise price of $12.50 per
share. Ms. Betley and Mr. Loveday were not appointed as directors until October
1995. They were each granted options for 2,500 shares at an exercise price of
$12.50 per share under the Directors' Plan in 1996. Individuals become eligible
to receive grants of options under the Directors' Plan upon their election to a
qualifying board of directors but do not receive additional options because they
are a member of more than one such board.
1993 Restricted Stock Plan. On June 1, 1993, the Board of Directors of
the Corporation adopted a Restricted Stock Plan (the "Restricted Stock Plan"),
which provides for the grant of shares to officers and key employees of the
Corporation and the Bank.
47
<PAGE>
The Restricted Stock Plan provides for the outright grant of shares,
subject to the vesting schedule set forth in the agreement between the recipient
and the Administrative Committee of the Restricted Stock Plan, to officers and
employees of the Corporation and the Bank. Grants under the Restricted Stock
Plan may be made only to officers and other employees who are in position to
make significant contributions to the success of the Corporation. The
Compensation Committee, consisting of outside directors of the Corporation who
are ineligible under the Plan to receive grants of restricted stock, administers
the Restricted Stock Plan. Such committee has the authority to determine the
number of grants to issue and to whom such grants are made, what price, if any,
will be required to purchase shares of stock issued under the Restricted Stock
Plan and the vesting schedule of the restricted stock.
The Restricted Stock Plan provides for the issuance of up to 70,000
Shares. The plan expires on May 31, 2006. Grants for 48,000 shares have been
made under the Restricted Stock Plan. Morris L. Maurer received grants for
25,000 shares and Philip B. Roby received grants for 15,000 shares during 1994.
As set forth in their respective agreements, these shares of restricted stock
will not begin to vest until the Corporation has achieved pre-tax net income
exceeding $500,000 in a fiscal year. No grants were made during 1995.
401(k) Savings Plan
The Corporation sponsors The National Bank of Indianapolis Corporation
401(k) Savings Plan ("401(k) Plan") for the benefit of substantially all of the
employees of the Corporation and its subsidiaries. All employees of the
Corporation and its subsidiaries become participants in the 401(k) Plan after
completing one year of service for the Corporation or its subsidiaries and
attaining age 21.
Each participant may enter into a salary redirection agreement with the
Corporation or the Bank whereby the Corporation or the Bank redirects to the
participant's account in the 401(k) Plan an amount, on a pre-tax basis, equal to
not less than one percent (1%) or more than (10%) of the participant's
compensation, as defined in the 401(k) Plan. If a participant makes salary
redirection contributions to the 401(k) Plan, the Corporation will make a
matching contribution in the amount necessary to match 60% of the participant's
salary redirection contribution up to two percent (2%) of the participant's
compensation, as defined in the 401(k) Plan. The Board of Directors of the
Corporation may, in its discretion, make an additional matching contribution to
the 401(k) Plan in such amount as the Board may determine. In addition, the
Corporation may fund all or any part of its matching contributions with shares
of its stock. The Corporation also may, in its discretion, make a profit
sharing contribution to the 401(k) Plan.
An employee who has an interest in a qualified retirement plan with a
former employee may transfer the eligible portion of that benefit into a
rollover account in the 401(k) Plan. The participant may request that the
trustee invest up to 25% of the fair market value of the participant's rollover
contribution (valued as of the effective date of the contribution to the 401(k)
Plan) in whole and fractional shares of the common stock to the Corporation.
Benefits under the 401(k) Plan are distributable to participants or
their beneficiaries in a single lump sum payment.
48
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
- -------------------------------------------------------------------------
The following table contains information concerning individuals or entities who,
to the knowledge of the Corporation, beneficially owned on December 31, 1996,
more than 5% of the common stock of the Corporation:
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED PERCENT OF CLASS
----------------------------------------------------------------------------------------------
<S> <C> <C>
Michael S. Maurer 656,250(1) 29.7%
Eugene and Marilyn Glick 125,000 6.9%
Morris L. and Janis Maurer 106,985(2) 5.7%
</TABLE>
(1) Includes 384,375 shares which Mr. Maurer may acquire pursuant to stock
warrants. See "Employee Benefit Plans -- Warrants."
(2) Includes 21,000 shares which Mr. Maurer has the right to acquire
pursuant to the exercise of stock options and 38,000 shares which Mr.
Maurer has the right to acquire pursuant to stock warrants, and 485
shares in the 401(k) Plan allocated to the account of Mr. Maurer. The
401(k) shares for the 1996 employer match have not yet been allocated
to the account of Mr. Maurer due to the fact that the year-end stock
valuation has not yet been received. See "Employee Profit Plans --
1993 Employees' Stock Option Plan, and -- Warrants."
49
<PAGE>
The following table sets forth as of December 31, 1996 the total
number of shares of common stock of the Corporation beneficially owned by
each director and executive officer of the Corporation and by all directors
and executive officers as a group. The number of shares shown as being
beneficially owned by each director and executive officer are those over
which he or she has sole or shared voting or investment power.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Kathryn G. Betley 4,375 (1) 0.2%
James M. Cornelius 21,000 (2) 1.1%
David R. Frick 14,750 (2) 0.8%
Andre B. Lacy 36,500 (2) 2.0%
G. Benjamin Lantz, Jr. 12,250 (2) 0.7%
William J. Loveday 2,900 (1) 0.2%
Michael S. Maurer 656,250 (3) 29.7%
Morris L. Maurer 106,985 (4) 5.7%
Philip B. Roby 27,955 (5) 1.5%
Todd H. Stuart 11,625 (2) 0.6%
--------------------------------
Directors and executive officers as a group
(consisting of 11 individuals) 896,618 (6) 38.5%
</TABLE>
(1) Includes 2,500 shares which such individual has the right to acquire
pursuant to the exercise of options. See "Employee Benefit Plans --
1993 Directors' Stock Option Plan."
(2) Includes 8,500 shares which such individual has the right to acquire
pursuant to the exercise of options. See "Employee Benefit Plans --
1993 Directors' Stock Option Plan."
(3) Includes 384,375 shares which Mr. Maurer may acquire pursuant to stock
warrants. See "Employee Benefit Plans -- Warrants."
(4) Includes 21,000 shares which Mr. Maurer has the right to acquire
pursuant to the exercise of stock options, 38,000 shares which Mr.
Maurer has the right to acquire pursuant to stock warrants, and 485
shares in the 401(k) Plan allocated to the account of Mr. Maurer. The
401(k) shares for the 1996 employer match have not yet been allocated
to the account of Mr. Maurer due to the fact that the year-end stock
valuation has not yet been received. See "Employee Benefit Plans --
1993 Employee Stock Option Plan, and -- Warrants."
(5) Includes 15,000 shares which Mr. Roby has the right to acquire pursuant
to the exercise of stock options and 455 shares in the 401(k) Plan
allocated to the account of Mr. Roby. The 401(k) shares for the 1996
employer match have not yet been allocated to the account of Mr. Roby
due to the fact that the year-end stock valuation has not yet been
received. See "Employee Benefit Plans -- 1993 Employee Stock Option
Plan."
(6) Includes 1,800 shares which Ms. Ross has the right to acquire pursuant
to the exercise of stock options and 228 shares in the 401(k) Plan
allocated to the account of Ms. Ross. The 401(k) shares for the 1996
employer match have not yet been allocated to the account of Ms. Ross
due to the fact
50
<PAGE>
that the year-end stock valuation has not yet been received. See
"Employee Benefit Plans -- 1993 Employee Stock Option Plan, and --
Warrants."
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- ---------------------------------------------------------
The offices of the Corporation and the Bank at 107 North Pennsylvania
Street, Indianapolis, Indiana are leased from a company in which Andre B. Lacy,
a director of the Corporation and a director of the Bank, has an ownership
interest. The Corporation has received a report from an independent property
consultant that the terms and conditions of the leases fall within a reasonable
range of market terms and do not involve more than normal risk or present
unfavorable features to the Corporation.
It is anticipated that the Corporation's officers and directors, as
well as firms and companies with which they are associated, will have banking
transactions with the Bank. It is the policy of the Bank that any credit
extended to such persons, firms and companies will be extended only in the
ordinary course of business and on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and will not involve more than the normal risk
of collectability or present other unfavorable features.
51
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------
(a) List of exhibits
Exhibit Number Description
-------------- -----------
3a) Articles of Incorporation of the Corporation,
filed as Exhibit 3(i) to the Corporation's
Form 10-SB are incorporated by reference
3b) Bylaws of the Corporation, filed as Exhibit
3(ii) to the Corporation's Form 10-SB are
incorporated by reference
10a) 1993 Key Employees' Stock Option Plan of the
Corporation, filed as Exhibit 10(i) to the
Corporation's Form 10-SB are incorporated by
reference
10b) 1993 Directors' Stock Option Plan of the
Corporation, filed as Exhibit 10(ii) to the
Corporation's Form 10-SB are incorporated by
reference
10c) 1993 Restricted Stock Plan of the Corporation,
filed as Exhibit 10(iii) to the Corporation's
Form 10-SB are incorporated by reference
21 Subsidiaries of the Corporation
27 Financial Data Schedule
(b) No Form 8-K was filed during the last quarter of the fiscal year.
52
<PAGE>
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
(Registrant) The National Bank of Indianapolis Corporation
-------------------------------------------------------------------
By (Signature and Title) /S/ March 27, 1997
----------------------------------- --------------
Morris L. Maurer, Principal Date
Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title) /S/ March 27, 1997
----------------------------------- --------------
Morris L. Maurer, Principal Date
Executive Officer
By (Signature and Title) /S/ March 27, 1997
----------------------------------- --------------
Philip B. Roby, Executive Vice Date
President
By (Signature and Title) /S/ March 27, 1997
----------------------------------- --------------
Debra L. Ross, Principal Financial Date
and Accounting Officer
By (Signature and Title) /S/ March 27, 1997
----------------------------------- --------------
Michael S. Maurer, Chairman of the Date
Board
By (Signature and Title) /S/ March 27, 1997
----------------------------------- --------------
Kathryn G. Betley, Director Date
By (Signature and Title) /S/ March 27, 1997
----------------------------------- --------------
James M. Cornelius, Director Date
By (Signature and Title) /S/ March 27, 1997
----------------------------------- --------------
David R. Frick, Director Date
By (Signature and Title) /S/ March 27, 1997
----------------------------------- --------------
Andre B. Lacy, Director Date
By (Signature and Title) /S/ March 27, 1997
----------------------------------- --------------
William J. Loveday, Director Date
By (Signature and Title) /S/ March 27, 1997
----------------------------------- --------------
G. Benjamin Lantz, Director Date
By (Signature and Title) /S/ March 27, 1997
----------------------------------- --------------
Todd H. Stuart, Director Date
53
<PAGE>
EXHIBIT INDEX
- -------------
3(i) Articles of Incorporation of The National Bank of Indianapolis
Corporation
3(ii) By-laws of The National Bank of Indianapolis Corporation
10(i) 1993 Key Employees' Stock Option Plan
10(ii) 1993 Directors' Stock Option Plan
10(iii) 1993 Restricted Stock Plan
21 Subsidiaries of The National Bank of Indianapolis Corporation
27 Financial Data Schedules
54
EXHIBIT 21
- ----------
Subsidiaries of The National Bank of Indianapolis Corporation
- -------------------------------------------------------------
1. The National Bank of Indianapolis
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> DEC-31-1996 DEC-31-1995
<CASH> 14,776,994 7,832,817
<INT-BEARING-DEPOSITS> 139,746,411 81,164,403
<FED-FUNDS-SOLD> 20,675,000 12,550,000
<TRADING-ASSETS> 28,981,801 16,376,391
<INVESTMENTS-HELD-FOR-SALE> 0 0
<INVESTMENTS-CARRYING> 10,005,711 9,993,329
<INVESTMENTS-MARKET> 10,074,670 10,152,836
<LOANS> 122,831,573 70,538,097
<ALLOWANCE> (1,355,800) (985,000)
<TOTAL-ASSETS> 201,118,379 120,531,428
<DEPOSITS> 170,148,062 98,308,680
<SHORT-TERM> 11,983,349 5,964,512
<LIABILITIES-OTHER> 987,664 553,231
<LONG-TERM> 2,000,000 0
0 0
0 0
<COMMON> 18,645,376 18,324,671
<OTHER-SE> (2,646,072) (2,619,666)
<TOTAL-LIABILITIES-AND-EQUITY> 201,118,379 120,531,428
<INTEREST-LOAN> 7,612,377 4,144,440
<INTEREST-INVEST> 2,191,032 1,177,810
<INTEREST-OTHER> 1,165,899 930,375
<INTEREST-TOTAL> 10,969,308 6,252,625
<INTEREST-DEPOSIT> 5,783,680 3,284,592
<INTEREST-EXPENSE> 6,233,835 3,425,453
<INTEREST-INCOME-NET> 4,735,473 2,827,172
<LOAN-LOSSES> 420,000 600,000
<SECURITIES-GAINS> 22,950 (2,394)
<EXPENSE-OTHER> 5,161,539 3,536,860
<INCOME-PRETAX> 77,584 (866,686)
<INCOME-PRE-EXTRAORDINARY> 77,584 (866,686)
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 77,584 (866,686)
<EPS-PRIMARY> 0.04 (0.58)
<EPS-DILUTED> 0.04 (0.58)
<YIELD-ACTUAL> 3.10 3.43
<LOANS-NON> 84,000 0
<LOANS-PAST> 0 0
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 0 0
<ALLOWANCE-OPEN> 985,000 385,000
<CHARGE-OFFS> 49,200 0
<RECOVERIES> 0 0
<ALLOWANCE-CLOSE> 1,355,800 985,000
<ALLOWANCE-DOMESTIC> 0 0
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 1,355,800 985,000
</TABLE>
