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 of 1934 [Fee Required] for the fiscal year ended
12/31/97
--- Transition report under section 13 or 15(d) of the Securities
Exchange 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 (I.R.S. Employer
of incorporation or organization) Identification No.)
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:
Name of each exchange
Title of each class on which registered
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None
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
--- ---
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
$16,894,515
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State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. (See definition of affiliate in Rule 12b-2 of the Exchange Act).
$20,534,640
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NOTE.--If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.
(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.
1,903,833 at 2/28/98
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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
- ---- ------------------- ----
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 10
Item 6. Management's Discussion and Analysis or Plan of
Operations 11
Item 7. Financial Statements 26
Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure 51
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons, Compliance With Section 16(a)
of Exchange Act 51
Item 10. Executive Compensation 54
Item 11. Security Ownership and Certain Beneficial Owners
and Management 59
Item 12. Certain Relationship and Related Transactions 61
Item 13. Exhibits and Reports on Form 8-K 62
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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, in the Chamber of Commerce Building in downtown
Indianapolis, and at 4930 North Pennsylvania Street in northern Marion County.
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, 1997, the Corporation had
consolidated total assets of $243 million and total deposits of $203 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 depositors in an effort to minimize
the operating costs of obtaining these deposits. Lending strategies focus
primarily
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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.
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, 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 60 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 77 employees, of which 64 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 12 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.
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 Loan Policy Committee does not
generally
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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 growth or expansion.
All other bank holding companies are expected to maintain a ratio of at least
1% to 2% above the stated minimum.
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Certain regulatory capital ratios for the Corporation as of December
31, 1997 are shown below
Tier 1 Capital to Risk-Weighted Assets 10.8%
Total Risk Based Capital to Risk-Weighted Assets 12.1%
Tier 1 Leverage Ratio 7.3%
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 bank holding companies to acquire
banks anywhere in the United States subject to certain state restrictions, and
permits an insured bank to 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. 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.
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.
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.
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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, 1997, 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 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. 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.
The federal banking agencies have established guidelines which
prescribe standards for depository institutions relating to internal controls,
information systems, internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, asset quality, earnings,
compensation fees and benefits, 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. Failure to submit an acceptable plan
or adhere to an accepted plan may be grounds for further enforcement action.
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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 $6,100 for the FICO assessment for the first
quarter in 1998. 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, 1997 are shown below:
Tier 1 Capital to Risk-Weighted Assets.................. 10.7%
Total Risk-Based Capital to Risk-Weighted Assets........ 11.4%
Tier 1 Leverage Ratio................................... 7.2%
In 1996, the FDIC, along with the Office of the Comptroller of the
Currency and the Federal Reserve, issued a joint policy statement to provide
guidance on sound practices for managing interest rate risk. The statement
sets forth the factors the federal regulatory examiners will use to determine
the adequacy of a bank's capital for interest rate risk. These qualitative
factors include the adequacy and effectiveness of the bank's internal interest
rate risk management process and the level of interest rate exposure. Other
qualitative factors that will be considered include the size of the bank, the
nature and complexity of its activities, the adequacy of its capital and
earnings in relation to the bank's overall risk profile, and its earning
exposure to interest rate movements. The interagency supervisory policy
statement describes the responsibilities of a bank's board of directors in
implementing a risk management process and the requirements of the bank's
senior management in ensuring the effective management of interest rate risk.
Further, the statement specifies the elements that a risk management process
must contain.
The Office of the Comptroller of the Currency, the Federal Reserve
and the FDIC have issued final regulations further revising their risk-based
capital standards to include a supervisory framework for measuring market
risk. The effect of these regulations is that any bank holding company or
bank which has significant exposure to market risk must measure such risk
using its own internal model, subject to the requirements contained in the
regulations, and must maintain adequate capital to support that exposure.
These regulations apply to any bank holding company or bank whose trading
activity equals 10% or more of its total assets, or whose trading activity
equals $1 billion or more. Examiners
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may require a bank holding company or bank that does not meet the
applicability criteria to comply with the capital requirements if necessary
for safety and soundness purposes. These regulations contain supplemental
rules to determine qualifying and excess capital, calculate risk-weighted
assets, calculate market risk equivalent assets and calculate risk- based
capital ratios adjusted for market risk.
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.
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
at 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 March
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. In March 1998, the Bank opened an office at
4930 North Pennsylvania Street and leases the premises at this banking office.
In July 1997, the Bank purchased a parcel of land in Greenwood for future
business development.
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.
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PART II
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND 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 may restrict the ability of an Investor to shift his investment in any
Shares to an alternative investment in the future.
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, 1997, there were approximately 567 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.
10
<PAGE>
ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS.
- --------------------------------------------
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
1997 1996 1995 1994
---------------------------------------------
<S> <C> <C> <C> <C>
CONSOLIDATED OPERATING DATA:
Interest income $ 15,597 $ 10,969 $ 6,252 $ 2,043
Interest expense 9,005 6,234 3,425 811
--------- --------- ---------- ---------
Net interest income 6,592 4,735 2,827 1,232
Provision for loan losses 624 420 600 360
--------- --------- ---------- ---------
Net income after provision for loan 5,968 4,315 2,227 872
Securities gains (losses) net 0 23 (2) 0
Other income 1,297 901 445 151
Non-interest expense 6,091 5,161 3,537 2,313
--------- --------- ---------- ---------
Income (loss) before income taxes 1,174 78 (867) (1,290)
Applicable income taxes 0 0 0 0
--------- --------- ---------- ---------
Net income (loss) $ 1,174 $ 78 $ (867) $ (1,290)
========= ========= ========== =========
CONSOLIDATED BALANCE SHEET DATA (AT END OF
PERIOD):
Total Assets $ 243,067 $ 201,118 $ 120,531 $ 58,386
Total investment securities 54,313 38,988 26,370 14,459
Total loans 157,905 122,832 70,538 32,427
Allowance for loan losses 1,963 1,356 985 385
Deposits 203,234 170,148 98,309 46,630
Shareholders' equity 17,394 15,999 15,705 11,433
Weighted average shares outstanding 1,831 1,820 1,498 1,403
PER SHARE DATA:
Basic Net income (loss) per common share (1) $ 0.64 $ 0.04 $ (0.58) $ (0.92)
Cash dividends declared 0 0 0 0
Book value (2) $ 9.18 $ 8.78 $ 8.75 $ 8.08
OTHER STATISTICS AND OPERATING DATA:
Return on average assets 0.5% 0.1% (1.0)% (3.3)%
Return on average equity 7.7% 0.5% (7.7)% (10.8)%
Net interest margin (3) 3.1% 3.1% 3.4% 3.6%
Average loans to average deposits 74.7% 69.7% 66.1% 77.9%
Allowance for loan losses to loans at end of
period 1.2% 1.1% 1.4% 1.2%
Allowance for loan losses to non-performing
loans 1846.7% 1639.8% N/A N/A
Non-performing loans to loans at end of period 0.1% 0.1% N/A N/A
Net charge-offs to average loans 0.0% 0.1% N/A N/A
Number of offices 4 4 3 1
Number of full and part-time employees 77 58 47 28
Number of Shareholders of Record 567 549 542 436
CAPITAL RATIOS:
Average shareholders' equity to average assets 7.0% 9.2% 12.8% 30.8%
Equity to Assets 7.2% 8.0% 13.0% 19.7%
Total risk-based capital ratio (Bank Only) 11.4% 12.7% 18.1% 31.6%
</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.
11
<PAGE>
THE FOLLOWING DISCUSSION AND ANALYSIS OF THE CORPORATION RELATES TO THE YEARS
ENDED DECEMBER 31, 1997 AND 1996 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, 1997 Compared to the Year Ended December 31, 1996
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 $1,174,128 for the year
ended December 31, 1997 compared to net income of $77,584 for the year ended
December 31, 1996. 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 1996, thereby offsetting more of the operating
expenses.
Net Interest Income
- -------------------
Net interest income increased $1,856,826 or 39.2% to $6,592,299 for the year
ended December 31, 1997, from $4,735,473 for the year ended December 31, 1996.
Total interest income increased $4,628,011 for the year ended December 31,
1997 to $15,597,319 from $10,969,308 for the year ended December 31, 1996.
This increase is primarily a result of average total loans for the year ended
December 31, 1997 being approximately $138,984,000 compared to average total
loans of approximately $94,556,000 for the year ended December 31, 1996. The
loan portfolio produces the highest yield of all earning assets. Investment
portfolio income increased $1,060,897 or 48.4% to $3,251,929 for the year
ended December 31, 1997, as compared to $2,191,032 for the year ended December
31, 1996. This increase is primarily a result of the increase in the average
investment securities portfolio from approximately $36,394,000 for the year
ended December 31, 1996, to approximately $54,117,000 for the year ended
December 31, 1997. Interest on federal funds sold decreased due to a decrease
in average federal funds sold of approximately $4,612,000 for the year ended
December 31, 1997 over the same period the previous year.
Total interest expense increased $2,771,185 or 44.5% to $9,005,020 for the
year ended December 31, 1997, from $6,233,835 for the year ended December 31,
1996. This increase is due to an increase in interest bearing deposits and an
advance from FHLB. Total interest bearing liabilities averaged approximately
$176,590,000 for the year ended December 31, 1997 as compared to approximately
$124,841,000 for the year ended December 31, 1996. The average cost of
interest bearing liabilities at December 31, 1997, was approximately 5.10% as
compared to average cost of interest bearing liabilities of approximately
4.99% at December 31, 1996. The rate increase was due to the lengthening of
the average deposit maturity.
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, 1997 and 1996 (in 000's):
<TABLE>
<CAPTION>
1997 1996 1995
Interest Average Interest Average Interest Average
Average Income/ Rate/ Average Income/ Rate/ Average Income/ Rate/
Balance Expense Yield Balance Expense Yield Balance Expense Yield
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Federal Funds $ 17,340 $ 953 5.50 % $ 21,952 $ 1,166 5.31% $15,848 $ 930 5.87%
Investments 54,117 3,252 6.01 36,394 2,191 6.02 18,032 1,178 6.53
Loans (gross) 138,984 11,392 8.20 94,556 7,612 8.05 48,596 4,144 8.53
----------------------------------------------------------------------------------------------------
Total earning assets 210,441 $15,597 7.41 % 152,902 $10,969 7.17% 82,476 $6,252 7.58%
Non-earning assets 9,734 7,607 5,351
-------- -------- -------
Total assets $220,175 $160,509 $87,827
======== ======== =======
Liabilities:
Interest bearing DDA $ 13,824 $ 323 2.34 % $ 11,311 $ 261 2.31% $ 6,367 $ 188 2.95%
Savings 65,640 3,077 4.69 52,033 2,409 4.63 28,593 1,461 5.11
CD's under $100,000 44,513 2,629 5.91 27,611 1,656 6.00 14,452 919 6.36
CD's over $100,000 30,269 1,784 5.89 21,718 1,271 5.85 10,036 609 6.07
Individual
Retirement Accounts 5,020 303 6.04 2,917 186 6.38 1,707 107 6.29
Repurchase Agreements 15,324 759 4.95 8,950 431 4.81 2,645 141 5.33
FHLB Advances 2,000 130 6.50 301 20 6.51 0 0 0.00
----------------------------------------------------------------------------------------------------
Total Interest
-bearing Liabilities $176,590 $ 9,005 5.10 % $124,841 $ 6,234 4.99% $63,800 $ 3,425 5.37%
Non-Interest-bearing
Liabilities 26,872 20,027 12,336
Other Liabilities 1,369 947 418
-------- -------- -------
Total Liabilities 204,831 145,815 76,554
Equity 15,344 14,694 11,273
-------- -------- -------
Total Liabilities & Equity $220,175 $160,509 $87,827
======== ======== =======
Recap:
Interest Income $15,597 7.41 % $10,969 7.17% $ 6,252 7.58%
Interest Expense 9,005 5.10 6,234 4.99 3,425 5.37%
----------------- ----------------- ---------------
Net Interest
Income/ Spread $ 6,592 $ 4,735 2.18 $ 2,827 2.21
======= ======= =======
2.31
Contribution of Non-
Interest-bearing funds 0.82 0.92 1.22
---- ---- ----
Net Interest Margin 3.13 % 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.
Net Interest Income Changes Due to Volume and Rates (in 000's):
<TABLE>
<CAPTION>
Year Ended December 31,
1997 Changes from 1996 1996 Changes from 1995
Net Due to Due to Net Due to Due to
Change Rate Volume Change Rate Volume
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest earning assets:
Federal funds sold $ (213) $ 41 $ (254) $ 236 $ (96) $ 332
Investment Securities 1,061 (4) 1,065 1,013 (99) 1,112
Loans 3,780 138 3,642 3,468 (245) 3,713
---------------------------------------------------------------------
Total $ 4,628 $ 175 $ 4,453 $ 4,717 $ (440) $ 5,157
Interest bearing liabilities:
Demand deposits $ 62 $ 3 $ 59 $ 73 $ (48) $ 121
Savings deposits 668 30 638 948 (148) 1,096
Certificates of deposit under $100,000 973 (25) 998 737 (56) 793
Certificates of deposit over $100,000 513 9 504 662 (23) 685
Individual Retirement Accounts 117 (10) 127 79 1 78
Repurchase agreements 328 13 315 290 (15) 305
FHLB Advances 110 0 110 20 0 20
---------------------------------------------------------------------
Total $ 2,771 $ 20 $ 2,751 $ 2,809 $ (289) $ 3,098
---------------------------------------------------------------------
Net Change in Net Interest Income $ 1,857 $ 155 $ 1,702 $ 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, 1997, $624,000 was charged to the provision
for loan losses compared to $420,000 for the year ended December 31, 1996. At
December 31, 1997, the allowance was $1,963,040 or 1.2% of total loans. This
compares to an allowance of $1,355,800 or 1.1% as of December 31, 1996. A
total of $16,760 was charged-off for the year ended December 31, 1997 compared
to a total of $49,200 for the year ended December 31, 1996.
Other Operating Income
- ----------------------
Other operating income for the year ended December 31, 1997, increased
$373,546 or 40.4% to $1,297,196 from $923,650 for the year ended December 31,
1996. The increase is primarily due to an increase in trust fees and
commissions of $140,962 or 24.7% from $569,581 for the year ended December 31,
1996 to $710,543 for the year ended December 31, 1997. The increase in trust
income is attributable to the increase in total assets under trust management
of approximately $60,800,000 from approximately $220,000,000 at December 31,
1996 to approximately $280,800,000 at December 31, 1997.
Other Operating Expenses
- ------------------------
Other operating expenses for the year ended December 31, 1997 increased
$929,828 or 18.0% to $6,091,367 from $5,161,539 for the year ended December
31, 1996. Salaries, wages and employee benefits increased $679,196 or 24.9%
to $3,402,913 for the year ended December 31, 1997 from $2,723,717 for the
year ended December 31, 1996. This increase is primarily due to the increase
in the number of employees from 58 full time equivalents at December 31, 1996
to 71 full time equivalents at December 31, 1997. Net occupancy expense
increased $26,137 for the year ended December 31, 1997 over the same period
the previous year primarily due to the additional expense related to real
estate taxes. Furniture and equipment expense decreased $30,672 for the year
ended December 31, 1997 over the same period the previous year primarily due a
reduction in depreciation expense resulting from fully depreciated assets.
Professional services expense increased $53,172 or 18.4% from $288,711 for the
year ended December 31, 1996 to $341,883 for the year ended December 31, 1997.
Data processing expenses increased $88,104 for the year ended December 31,
1997 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, 1997, the provision for income taxes consisted of current tax
expense of $808,000, a net operating loss carryforward benefit of $409,000, a
deferred tax benefit of $295,000 and a benefit of $104,000 from the reduction
of the valuation allowance for deferred tax assets.
The Corporation has total deferred tax assets of $947,925 with a corresponding
valuation allowance of $553,567 as of December 31, 1997. The deferred tax
assets represent primarily a temporary difference for the recognition of loan
losses. The valuation allowance represents the extent to which current tax
expense has not been adequate to absorb the benefit of temporary
differences.
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 $17,340,000 and $21,952,000 for the twelve months ended December
31, 1997 and 1996, 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, 1997, the Corporation's rate sensitive liabilities exceeded rate sensitive
assets due within one year by $12,189,733.
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 evaluated by the
Bank's Investment Committee to determine if the security should be liquidated.
At December 31, 1997, the Bank held no high risk mortgage-related
securities.
16
<PAGE>
As of December 31, 1997, the average yield on the Bank's investment portfolio
is as follows:
U.S. Treasuries 6.53%
U.S. Government agencies 5.75%
Collateralized mortgage obligations 6.30%
Asset-backed securities 5.80%
Other securities 5.99%
With the exception of securities of the U.S. Government and U.S. Government
agencies and corporations, the Corporation had no other securities with a book
or market value greater than 10% of shareholders' equity as of December 31,
1997.
The following is a summary of available-for-sale securities and
held-to-maturity securities:
<TABLE>
<CAPTION>
AVAILABLE-FOR-SALE SECURITIES
----------------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAIN LOSS VALUE
----------------------------------------------------------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1997
U.S. Treasury securities $ 3,470,956 $ 23,424 $ - $ 3,494,380
U.S. Government agencies 28,120,198 4,369 (25,832) 28,098,734
Collateralized mortgage obligations 6,404,920 2,833 (8,133) 6,399,620
Asset-backed securities 2,850,000 3,787 - 2,853,788
----------------------------------------------------------------
$ 40,846,074 $ 34,413 $ (33,965) $40,846,522
================================================================
DECEMBER 31, 1996
U.S. Treasury securities $ 4,423,366 $ 55,919 $ - $4,479,285
U.S. Government agencies 14,643,182 21,493 (4,507) 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 $ 99,955 $ (4,507) $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
================================================================
HELD-TO-MATURITY SECURITIES
----------------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAIN LOSS VALUE
----------------------------------------------------------------
DECEMBER 31, 1997
Collateralized mortgage obligations $ 12,198,686 $ 155,089 $ (1,287) $ 12,352,488
Other securities 100,000 3,834 - 103,834
----------------------------------------------------------------
$ 12,298,686 $ 158,923 $ (1,287) $ 12,456,322
================================================================
DECEMBER 31, 1996
Collateralized mortgage obligations $ 9,042,711 $ 68,185 $ (809) $ 9,110,087
Other securities 75,000 1,583 - 76,583
----------------------------------------------------------------
$ 9,117,711 $ 69,768 $ (809) $ 9,186,670
================================================================
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>
17
<PAGE>
As part of managing liquidity, the Corporation monitors its loan to deposit
ratio on a daily basis. At December 31, 1997 the ratio was 77.7 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,
1997 1996 1995
% of % of % of
Amount Total Amount Total Amount Total
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
TYPES OF LOANS
Commercial $ 78,855 49.9 % $ 55,678 45.3 % $ 34,881 49.4 %
Construction 2,174 1.4 1,784 1.5 2,375 3.4
Commercial Mortgage 3,624 2.3 3,017 2.5 3,403 4.8
Residential Mortgage 62,666 39.7 56,455 46.0 28,403 40.3
Installment 1,326 0.8 836 0.7 679 1.0
Credit Card 860 0.5 793 0.6 541 0.8
Other 8,400 5.4 4,269 3.4 256 0.3
-------------------------------------------------------------------------------
Total-Gross 157,905 100.0 % 122,832 100.0 % 70,538 100.0 %
===== ===== =====
Allowance (1,963) (1,356) (985)
---------- --------- ----------
Total-Net $ 155,942 $ 121,476 $ 69,553
========== ========= ==========
</TABLE>
<TABLE>
<CAPTION>
December 31,
1994 1993
% of % of
Amount Total Amount Total
------------------------------------------------
<S> <C> <C> <C> <C>
TYPES OF LOANS
Commercial $ 19,155 59.1 % $ 278 100.0 %
Construction 0 0.0 0 0
Commercial Mortgage 400 1.2 0 0
Residential Mortgage 11,966 36.9 0 0
Installment 382 1.2 0 0
Credit Card 355 1.1 0 0
Other 169 0.5 0 0
------------------------------------------------
Total-Gross 32,427 100.0 % 278 100.0 %
===== =====
Allowance (385) (25)
--------- ---------
Total-Net $ 32,042 $ 253
========= =========
</TABLE>
18
<PAGE>
The following table shows the composition of the commerical loan category by
industry type at December 31, 1997 (in $000's):
Type Amount Percentage
---- ------ ----------
Agri/Forestry $ 61 0.1
Construction 549 0.7
Manufacturing 6,842 8.7
Transportation, Communication & Utilities 106 0.1
Wholesale Trade 3,460 4.4
Retail Trade 6,719 8.5
Finance, Insurance & Real Estate 22,721 28.8
Services 38,235 48.5
Public Administration 162 0.2
-------------------
$ 78,855 100.0 %
===================
The allowance for loan losses is allocated to each loan category based on the
Bank's peer median charge off percentages by loan category added to actual
reserves maintained for non-performing or specifically identified loans
needing a reserve. Any remaining allowance is considered unallocated. The
following table shows the dollar amount of the allowance for loan losses using
management's estimate by loan category:
Loan Loss Reserve Allocation ($000):
<TABLE>
<CAPTION>
December 31,
1997 1996 1995 1994 1993
-------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Commercial $ 181 $ 57 $ 73 $ 103 $ 0
Construction 0 0 0 0 0
Commercial Mortgage 0 0 0 0 0
Residential Mortgage 0 0 0 0 0
Installment 4 2 1 1 0
Credit Card 5 4 4 0 0
Other 22 8 1 0 0
Unallocated 1,751 1,285 906 231 25
-------------------------------------------------------------
$ 1,963 $ 1,356 $ 985 $ 335 $ 25
=============================================================
</TABLE>
Management considers the present allowance to be appropriate and adequate to
cover losses inherent in the loan portfolio based on the current economic
environment. However, future economic changes cannot be predicted.
Deterioration in economic conditions could result in an increase in the risk
characteristics of the loan portfolio and an increase in the provision for
loan losses.
19
<PAGE>
The following table presents a summary of non-performing assets ($000):
<TABLE>
<CAPTION>
1997 1996 1995
Amount % of Total Amount % of Total Amount % of Total
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Non-Accrual Loans
Commercial $ 57 63.3 % $ 84 100.0% $ 0 0.0 %
Construction 0 0.0 0 0.0 0 0.0
Commercial Mortgage 0 0.0 0 0.0 0 0.0
Residential Mortgage 33 36.7 0 0.0 0 0.0
Installment 0 0.0 0 0.0 0 0.0
Credit Card 0 0.0 0 0.0 0 0.0
Other 0 0.0 0 0.0 0 0.0
--------------------------------------------------------------------------
$ 90 100.0 % $ 84 100.0% $ 0 0.0 %
==========================================================================
Loans 90 Days Past Due -
Still Accruing $ 0 $ 418 0
</TABLE>
<TABLE>
<CAPTION>
1994 1993
Amount % of Amount % of
Total Total
----------------------------------------------
<S> <C> <C> <C> <C>
Non-Accrual Loans
Commercial $ 0 0.0 % $ 0 0.0 %
Construction 0 0.0 0 0.0
Commercial Mortgage 0 0.0 0 0.0
Residential Mortgage 0 0.0 0 0.0
Installment 0 0.0 0 0.0
Credit Card 0 0.0 0 0.0
Other 0 0.0 0 0.0
----------------------------------------------
$ 0 0.0 % $ 0 0.0 %
==============================================
Loans 90 Days Past Due -
Still Accruing $ 0 $ 0
</TABLE>
During 1997, the Corporation had one non-accrual commercial loan and
recognized no interest income on the loan. If the loan had been accruing,
$10,195 in interest income would have been recognized. Also, the Corporation
had one non-accrual residential mortgage loan. A total of $943 was included
in interest income and if the loan had been accruing, an additional $806 would
have been recorded.
During 1996, the Corporation had one non-accrual commercial loan and
recognized $6,905 in interest income and would have recorded an additional
$1,875 in interest if the loan had been accruing. The Corporation generally
stops accruing interest on loans when payments of principal and/or interest is
past due 90 days or more. There were student loans in the amount of $418,000
that were past due 90 days or more and still accruing interest at December 31,
1996. This is due to the fact that the loans are guaranteed by the government
and loss of principal and/or interest is remote.
The Corporation had no restructured loans due to troubled conditions of the
borrower in any of the years presented in the above table.
20
<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
1997 1996
--------------------------------------------------
% of % of
Amount Total Amount Total
--------------------------------------------------
<S> <C> <C> <C> <C>
TYPES
OF DEPOSITS
Demand Deposits $ 33,601 28.90% $ 30,402 29.69%
MMDA/Savings 82,222 70.73 71,798 70.12
Individual Retirement Accounts 430 0.37 191 0.19
--------------------------------------------------
Total Demand Deposits 116,253 100.00% 102,391 100.00%
Certificates of Deposit
Under $100,000 48,932 56.26 38,082 56.20
Over $100,000 32,769 37.67 25,716 37.95
Individual Retirement Accounts 5,280 6.07 3,959 5.85
--------------------------------------------------
Total Certificates of Deposit 86,981 100.00% 67,757 100.00%
====== ======
Total Deposits $203,234 $ 170,148
======== =========
</TABLE>
The Corporation experienced a decrease in cash and cash equivalents, its
primary source of liquidity, of $3,330,844 during 1997. The primary financing
activity for 1997 was deposit growth which provided net cash of $33,085,577.
Lending used $35,090,195 and decreasing federal funds sold provided
$5,250,000. 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.
21
<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, 1997, 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>
- -----------------------------------------------------------------------------------------
0-180 DAYS 181-365 1-2 YEARS 2-3 YEARS
DAYS
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------
Interest-Earning Assets:
- -----------------------------------------------------------------------------------------
Fed Funds/Overnight Time 15,449,217
Investments 34,455,437 4,878,544 3,175,082 2,903,618
- -----------------------------------------------------------------------------------------
Loans:
- -----------------------------------------------------------------------------------------
Commercial & Industrial:
Fixed 4,243,535 2,920,820 4,841,906 4,207,012
Variable 36,330,934
- -----------------------------------------------------------------------------------------
Loans Secured by Real Estate:
Fixed 909,425 1,317,254 2,024,954 1,645,664
Variable 23,631,161 2,623,926 5,274,897 4,898,980
- -----------------------------------------------------------------------------------------
Other:
Fixed 513,909 414,809 667,933 546,733
Variable 8,736,679 6,961,193
- -----------------------------------------------------------------------------------------
Total Interest-Earning Assets 124,270,297 19,116,546 15,984,772 14,202,007
- -----------------------------------------------------------------------------------------
Non-Interest Earning Assets
- -----------------------------------------------------------------------------------------
Total Assets
- -----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
3-5 Years 5+ Years Non-Interest
Earning/Bearing Total
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------
Interest-Earning Assets:
- ----------------------------------------------------------------------------------------------
Fed Funds/Overnight Time 15,449,217
Investments 5,642,797 3,257,730 54,313,208
- ----------------------------------------------------------------------------------------------
Loans:
- ----------------------------------------------------------------------------------------------
Commercial & Industrial:
Fixed 3,734,433 1,913,034 56,773 21,917,513
Variable 36,330,934
- ----------------------------------------------------------------------------------------------
Loans Secured by Real Estate:
Fixed 2,563,855 4,881,938 32,525 13,375,615
Variable 12,536,531 18,482,803 67,448,298
- ----------------------------------------------------------------------------------------------
Other:
Fixed 798,637 192,755 3,134,776
Variable 15,697,872
- ----------------------------------------------------------------------------------------------
Total Interest-Earning Assets 25,276,253 28,535,505 282,053 227,667,433
- ----------------------------------------------------------------------------------------------
Non-Interest Earning Assets 15,399,275 15,399,275
- ----------------------------------------------------------------------------------------------
Total Assets 243,066,708
- ----------------------------------------------------------------------------------------------
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
0-180 DAYS 181-365 1-2 YEARS 2-3 YEARS 3-5 YEARS
DAYS
<S> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
Interest-Bearing Liabilities:
- -------------------------------------------------------------------------------------------------------
Demand Deposits 281,416
- -------------------------------------------------------------------------------------------------------
Interest-Bearing Demand 17,253,557
- -------------------------------------------------------------------------------------------------------
Savings Deposits
- -------------------------------------------------------------------------------------------------------
Money Market Accounts 64,499,022
- -------------------------------------------------------------------------------------------------------
Certificate of Deposits 17,390,411 13,171,792 15,051,532 5,111,752 2,019,683
- -------------------------------------------------------------------------------------------------------
Jumbo CD's 17,833,538 5,805,285 7,216,988 1,311,788 1,115,422
- -------------------------------------------------------------------------------------------------------
Repurchase Agreements 19,341,555
- -------------------------------------------------------------------------------------------------------
FHLB Advances 2,000,000
- -------------------------------------------------------------------------------------------------------
Total Interest-Bearing
Liabilities 136,599,499 18,977,077 22,268,520 6,423,540 5,135,105
- -------------------------------------------------------------------------------------------------------
Non-Interest Bearing
Liabilities
- -------------------------------------------------------------------------------------------------------
Shareholder's Equity
- -------------------------------------------------------------------------------------------------------
Total Liabilities and
Shareholder's Equity
- -------------------------------------------------------------------------------------------------------
Interest Sensitivity Gap per
Period (12,329,202) 139,469 (6,283,748) 7,778,467 20,141,148
=======================================================================================================
Cumulative Interest
Sensitivity Gap (12,329,202) (12,189,733) (18,473,481) (10,695,014) 9,446,134
- -------------------------------------------------------------------------------------------------------
Interest Sensitivity Gap as a
Percentage of Earning assets -5.42% 0.06% -2.76% 3.42% 8.85%
- -------------------------------------------------------------------------------------------------------
Cumulative Sensitivity Gap as
a Percentage of Earning Assets -5.42% -5.35% -8.11% -4.70% 4.15%
=======================================================================================================
</TABLE>
<TABLE>
<CAPTION>
5+ Years Non-Interest
Earning/Bearing Total
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------
Interest-Bearing Liabilities:
- ----------------------------------------------------------------------------------
Demand Deposits 33,319,967 33,601,383
- ----------------------------------------------------------------------------------
Interest-Bearing Demand 17,253,557
- ----------------------------------------------------------------------------------
Savings Deposits 898,842 898,842
- ----------------------------------------------------------------------------------
Money Market Accounts 64,499,022
- ----------------------------------------------------------------------------------
Certificate of Deposits 850,921 53,596,091
- ----------------------------------------------------------------------------------
Jumbo CD's 101,723 33,384,744
- ----------------------------------------------------------------------------------
Repurchase Agreements 19,341,555
- ----------------------------------------------------------------------------------
FHLB Advances 2,000,000
- ----------------------------------------------------------------------------------
Total Interest-Bearing
Liabilities 952,644 34,218,809 224,575,194
- ----------------------------------------------------------------------------------
Non-Interest Bearing
Liabilities 1,097,267 1,097,267
- ----------------------------------------------------------------------------------
Shareholder's Equity 17,394,247 17,394,247
- ----------------------------------------------------------------------------------
Total Liabilities and
Shareholder's Equity 243,066,078
- ----------------------------------------------------------------------------------
Interest Sensitivity Gap per
Period 27,582,861 (37,028,995)
==================================================================================
Cumulative Interest
Sensitivity Gap 37,028,995 (0)
- ----------------------------------------------------------------------------------
Interest Sensitivity Gap as a
Percentage of Earning assets 12.12% -16.26%
- ----------------------------------------------------------------------------------
Cumulative Sensitivity Gap as
a Percentage of Earning Assets 16.26% 0.00%
==================================================================================
</TABLE>
23
<PAGE>
MARKET RISK
Market risk is the risk of loss due to adverse changes in market prices and
rates. The Corporation's market risk arises primarily from interest rate risk
inherent in its lending and deposit taking activities. Management actively
monitors and manages its interest rate exposure.
The Corporation's profitability is affected by fluctuations in interest rates.
A sudden and substantial increase in interest rates may adversely impact the
Corporation's earnings to the extent that the interest rates earned by assets
and paid on liabilities do not change at the same speed, to the same extent,
or on the same basis. The Corporation monitors the impact of changes in
interest rates on its net interest income. The Corporation attempts to
maintain a relatively neutral gap between earning assets and liabilities at
various time intervals to minimize the effects of interest rate risk. The
Corporation also performs a 200 basis point upward interest rate shock and
makes sure that there is not an adverse impact on its annual net interest
income.
The following table shows the impact of a 200 basis upward shock on the
Corporation's Gap Report as of December 31, 1997 (in $000's):
<TABLE>
<CAPTION>
Current Cost/Revenue
Under 1 Year Over 1 Year Total
------------ ------------ -----
<S> <C> <C> <C>
Assets $10,743 $6,373 $17,116
Liabilities / Equity 7,710 2,074 9,784
------- ------ -------
Net Interest Income $ 3,033 $4,299 $ 7,332
Shock Calculation Cost/Revenue
Under 1 Year Over 1 Year Total
------------ ------------ -----
Assets $12,946 $6,373 $19,319
Liabilities / Equity 10,279 2,074 12,353
------- ------ -------
Net Interest Income $ 2,667 $4,299 $ 6,966
Summary:
Net interest income - current $7,332
Net interest income - shocked 6,966
------
Change $ $ 366
Change % -5.25%
</TABLE>
24
<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 August 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, 1997. Pertinent capital ratios for the
Corporation as of December 31, 1997 are as follows:
Minimum
Actual Requirements
------ ------------
Tier 1 risk-based capital ratio 10.8% 4.0%
Total risk-based capital ratio 12.1% 8.0%
Leverage ratio 7.3% 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 1997 or 1996 by the Bank to the Corporation.
YEAR 2000
The Corporation has compiled a year 2000 checklist. This checklist includes
all computer equipment and software currently used, with the most critical
systems being listed as top priority.
The assessment of year 2000 compliance has been completed and an action plan
is in place. Many systems are already in compliance and the remaining are
scheduled to be done by December 1998.
Since the Corporation does not have a main frame computer, the cost to become
year 2000 compliant in all operating systems and software is estimated to be
immaterial.
The Corporation's Board of Directors are updated quarterly on progress to
date.
25
<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, 1997 and 1996, 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, 1997 and 1996, and the
consolidated results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
/S/ Ernst & Young LLP
Indianapolis, IN
January 30, 1998
26
<PAGE>
The National Bank of Indianapolis Corporation
Consolidated Balance Sheets
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
----------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks (Note 2) $ 11,446,150 $ 14,776,994
Federal funds sold 15,425,000 20,675,000
Available-for-sale securities 40,846,522 28,981,801
Held-to-maturity securities 12,298,686 9,117,711
----------------------------------
Total investment securities (Note 3) 53,145,208 38,099,512
Loans (Note 4) 157,905,008 122,831,573
Less: Allowance for loan losses (1,963,040) (1,355,800)
----------------------------------
Net loans 155,941,968 121,475,773
Premises and equipment (Note 5) 3,707,907 3,576,117
Accrued interest 1,685,761 1,197,510
Stock in federal banks 1,168,000 888,000
Other assets 546,714 429,473
----------------------------------
Total assets $ 243,066,708 $ 201,118,379
==================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing demand deposits $ 33,601,383 $ 30,401,651
Money market and saving deposits 82,651,421 71,989,482
Time deposits over $100,000 (Note 6) 33,384,744 26,213,617
Other time deposits 53,596,091 41,543,312
----------------------------------
Total deposits 203,233,639 170,148,062
Security repurchase agreements (Note 7) 19,341,555 11,983,349
FHLB advances (Note 7) 2,000,000 2,000,000
Other liabilities 1,097,267 987,664
----------------------------------
Total liabilities 225,672,461 185,119,075
Shareholders' equity (Notes 8 and 9):
Common stock, no par value:
Authorized shares - 1997 and 1996 -
3,000,000 Issued and outstanding shares;
1997 - 1,901,433; 1996-1,821,775 19,661,133 18,645,376
Unearned compensation (Note 8) (699,942) -
Retained earnings-deficit (1,567,392) (2,741,520)
Net unrealized gains on available-for-sale
securities (Note 4) 448 95,448
----------------------------------
Total shareholders' equity 17,394,247 15,999,304
----------------------------------
Total liabilities and shareholders' equity $ 243,066,708 $ 201,118,379
==================================
</TABLE>
See accompanying notes.
27
<PAGE>
The National Bank of Indianapolis
Corporation
Consolidated Statements of Income
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1997 1996
----------------------------------------
<S> <C> <C>
Interest income:
Interest and fees on loans $ 11,392,221 $ 7,612,377
Interest on investment securities 3,251,929 2,191,032
Interest on federal funds sold 953,169 1,165,899
----------------------------------------
Total interest income 15,597,319 10,969,308
Interest expense:
Interest on deposits 8,116,427 5,783,680
Interest on repurchase agreements 758,815 430,599
Interest on FHLB advances 129,778 19,556
----------------------------------------
Total interest expense 9,005,020 6,233,835
----------------------------------------
Net interest income 6,592,299 4,735,473
Provision for loan losses 624,000 420,000
----------------------------------------
Net interest income after provision for loan losses 5,968,299 4,315,473
Other operating income:
Trust fees and commissions 710,543 569,581
Service charges and fees on deposit accounts 239,040 174,414
Net gain on sale of securities -- 22,950
Net gain on sale of mortgage loans 84,716 --
Other income 262,897 156,705
----------------------------------------
Total other operating income 1,297,196 923,650
Other operating expenses:
Salaries, wages and employee benefits 3,402,913 2,723,717
Net occupancy expense 508,631 482,494
Furniture and equipment expense 438,617 469,289
Professional services 341,883 288,711
Data processing 369,080 280,976
Other expenses 1,030,243 916,352
----------------------------------------
Total other operating expenses 6,091,367 5,161,539
----------------------------------------
Net income $ 1,174,128 $ 77,584
========================================
Basic earnings per share $0.64 $0.04
========================================
Diluted earnings per share $0.61 $0.04
========================================
See accompanying notes.
28
<PAGE>
The National Bank of Indianapolis
Corporation
Consolidated Statements of Shareholders' Equity
</TABLE>
<TABLE>
<CAPTION>
UNREALIZED
RETAINED GAIN/(LOSS)
COMMON UNEARNED EARNINGS ON
STOCK COMPENSATION DEFICIT INVESTMENTS TOTAL
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
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
Issuance of stock (79,658
shares) 1,015,757 (849,465) - - 166,292
Compensation earned - 149,523 - - 149,523
Net income - - 1,174,128 - 1,174,128
Unrealized loss on
investments - - - (95,000) (95,000)
-------------------------------------------------------------------------
Balance at December 31, 1997 $19,661,133 $ (699,942) $ (1,567,392) $ 448 $17,394,247
=========================================================================
</TABLE>
See accompanying notes
29
<PAGE>
The National Bank of Indianapolis
Corporation
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1997 1996
---------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 1,174,128 $ 77,584
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 624,000 420,000
Depreciation and amortization 513,197 545,583
Net accretion of investments (436,467) (169,586)
Increase (decrease) in:
Interest receivable (488,251) (597,917)
Other assets (117,241) 432,802
Increase (decrease) in:
Other liabilities 109,603 (290,378)
---------------------------------
Net cash provided by operating activities 1,378,969 418,088
INVESTING ACTIVITIES
Net change in federal funds sold 5,250,000 (8,125,000)
(Gain) on sale of investment securities available for sale - (22,950)
Proceeds from maturities of investment securities held to maturity 5,130,350 3,963,343
Proceeds from maturities of investment securities available for sale 50,497,348 23,051,634
Proceeds from sales of investment securities available for sale - 3,004,844
Purchases of investment securities held to maturity (8,571,759) (3,931,421)
Purchases of investment securities available for sale (62,040,168) (38,617,646)
Net increase in loans (35,090,195) (52,342,676)
Purchases of premises and equipment (644,987) (634,593)
---------------------------------
Net cash used by investing activities (45,469,411) (73,654,465)
FINANCING ACTIVITIES
Net increase in deposits 33,085,577 71,839,381
Increase in security repurchase agreements 7,358,206 6,020,468
Increase in FHLB borrowings - 2,000,000
Proceeds from issuance of stock 315,815 320,705
---------------------------------
Net cash provided by financing activities 40,759,598 80,180,554
Increase (decrease) in cash and cash equivalents (3,330,844) 6,944,177
Cash and cash equivalents at beginning of year 14,776,994 7,832,817
---------------------------------
Cash and cash equivalents at end of year $ 11,446,150 $ 14,776,994
=================================
Interest paid $ 8,932,800 $ 6,139,346
=================================
</TABLE>
See accompanying notes.
30
<PAGE>
The National Bank of Indianapolis
Corporation
Notes to Consolidated Financial Statements
December 31, 1997
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. The Corporation
subsequently formed 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. 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.
31
<PAGE>
The National Bank of Indianapolis Corporation
Notes to Consolidated Financial Statements (continued)
1. ORGANIZATION AND ACCOUNTING POLICIES (CONTINUED)
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 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 allowance for loan losses related to loans that
are identified as impaired 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.
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.
32
<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.
STOCK BASED COMPENSATION
The Corporation grants stock options for a fixed number of shares to directors
and employees with an exercise price which approximates the fair value of
shares at the date of grant. Expense for director and 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. Fair value estimates involve uncertainties
and matters of significant judgment concerning several factors, especially in
the absence of broad markets for particular items.
33
<PAGE>
The National Bank of Indianapolis Corporation
Notes to Consolidated Financial Statements (continued)
1. ORGANIZATION AND ACCOUNTING POLICIES (CONTINUED)
EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board issued Statement No. 128,
Earnings per Share. Statement 128 replaced the calculation of primary and
fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants, and convertible securities. Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share. Earnings per share amounts for 1996 have been restated to
conform to the Statement 128 requirements.
RECLASSIFICATIONS
Certain amounts in the 1996 financial statements have been reclassified to
conform with the 1997 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 $1,081,000 and $633,000
at December 31, 1997 and 1996, respectively.
34
<PAGE>
The National Bank of Indianapolis Corporation
Notes to Consolidated Financial Statements (continued)
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 GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAIN LOSS VALUE
----------------------------------------------------------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1997
U.S. Treasury securities $ 3,470,956 $ 23,424 $ - $ 3,494,380
U.S. Government agencies 28,120,198 4,369 (25,832) 28,098,734
Collateralized mortgage obligations 6,404,920 2,833 (8,133) 6,399,620
Asset-backed securities 2,850,000 3,787 - 2,853,788
----------------------------------------------------------------
$ 40,846,074 $ 34,413 $ (33,965) $40,846,522
================================================================
DECEMBER 31, 1996
U.S. Treasury securities $ 4,423,366 $ 55,919 $ - $ 4,479,285
U.S. Government agencies 14,643,182 21,493 (4,507) 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 $ 99,955 $ (4,507) $28,981,801
================================================================
HELD-TO-MATURITY SECURITIES
----------------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAIN LOSS VALUE
----------------------------------------------------------------
DECEMBER 31, 1997
Collateralized mortgage obligations $ 12,198,686 $ 155,089 $ (1,287) $12,352,488
Other securities 100,000 3,834 - 103,834
----------------------------------------------------------------
$ 12,298,686 $ 158,923 $ (1,287) $12,456,322
================================================================
DECEMBER 31, 1996
Collateralized mortgage obligations $ 9,042,711 $ 68,185 $ (809) $ 9,110,087
Other securities 75,000 1,583 - 76,583
----------------------------------------------------------------
$ 9,117,711 $ 69,768 $ (809) $ 9,186,670
================================================================
</TABLE>
35
<PAGE>
The National Bank of Indianapolis Corporation
Notes to Consolidated Financial Statements (continued)
3. INVESTMENT SECURITIES (CONTINUED)
Sales of available-for-sale securities during 1996 resulted in gross realized
gains of $22,950. There were no sales of securities in 1997.
Investment securities with a carrying value of approximately $22,110,000 and
$13,943,296 at December 31, 1997 and 1996, respectively were pledged as
collateral for bankruptcy accounts to the U.S. Department of Justice, Treasury
Tax and Loan, and securities sold under agreements to repurchase.
The amortized cost and estimated fair value of debt and marketable equity
securities at December 31, 1997, 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.
ESTIMATED
AMORTIZED FAIR
COST VALUE
-----------------------------
AVAILABLE-FOR-SALE
Due in one year or less $ 27,606,277 $ 27,595,574
Due after one year through five years 13,239,797 13,250,948
-----------------------------
$ 40,846,074 $ 40,846,522
=============================
HELD-TO-MATURITY
Due after five years through ten years $ 100,000 $ 103,834
Collateralized mortgage obligations 12,198,686 12,352,488
-----------------------------
$ 12,298,686 $ 12,456,322
=============================
4. LOANS AND LOAN COMMITMENTS
Loans consist of the following at December 31:
1997 1996
----------------------------
Loans secured by real estate $ 80,823,913 $ 69,266,404
Commercial and industrial loans 58,248,447 42,913,291
Loans to individuals for household, family,
and other consumer expenditures 18,832,648 10,651,878
----------------------------
Total loans $ 157,905,008 $122,831,573
============================
36
<PAGE>
The National Bank of Indianapolis Corporation
Notes to Consolidated Financial Statements (continued)
4. LOANS AND LOAN COMMITMENTS (CONTINUED)
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, 1997 and 1996, unused loan commitments totaled approximately
$70,926,833 and $49,596,508, 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:
1997 1996
---------------------------
Beginning balance $1,355,800 $ 985,000
Loans charged off (net) (16,760) (49,200)
Provision for loan losses 624,000 420,000
---------------------------
Ending balance $1,963,040 $1,355,800
===========================
Two loans were considered to be impaired at December 31, 1997 with a combined
balance of $74,000. The average balance of impaired loans during the year was
immaterial.
Loans are entirely to borrowers in the Central Indiana area.
5. PREMISES AND EQUIPMENT
Premises and equipment consist of the following:
1997 1996
---------------------------
Land and improvements $ 1,789,444 $ 1,422,453
Building and improvements 660,639 660,639
Construction in progress 62,758 -
Leasehold improvements 674,324 605,371
Furniture and equipment 2,099,665 1,953,380
---------------------------
5,286,830 4,641,843
Less accumulated depreciation
and amortization (1,578,923) (1,065,726)
---------------------------
$ 3,707,907 $ 3,576,117
===========================
37
<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, amended in 1997
to expire in 2002 for office space at the Chamber of Commerce building. This
lease may be renewed for one additional term of five years. On September 15,
1997, the Corporation executed a fifth noncancelable operating lease which
expires in 2004 for the office space at 4930 North Pennsylvania Street. This
lease may be renewed for two successive five-year periods.
Rent expense under these leases was $246,996 and $239,070 for 1997 and 1996,
respectively. Remaining minimum rental commitments for these leases at
December 31, 1997 total approximately $333,000 for 1998, $393,000 for 1999;
$395,000 for 2000; $308,000 for 2001; $113,000 for 2002; and aggregate
approximately $91,000 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.
6. DEPOSITS
At December 31, 1997 the stated maturities of time deposits are as follows:
<TABLE>
<CAPTION>
GREATER
LESS THAN THAN
$100,000 $100,000
-----------------------------
<C> <C> <C>
Mature in three months or less $ 7,666,707 $12,697,907
Mature after three months through six months 9,664,171 5,135,631
Mature after six months through twelve months 13,199,053 5,805,285
Mature in 1999 15,083,803 7,216,988
Mature in 2000 5,111,751 1,311,788
Thereafter 2,870,606 1,217,145
-----------------------------
$53,596,091 $33,384,744
=============================
</TABLE>
38
<PAGE>
The National Bank of Indianapolis Corporation
Notes to Consolidated Financial Statements (continued)
7. OTHER BORROWINGS
Security repurchase agreements are short-term borrowings that generally mature
within one to three days from the transaction date. At December 31, 1997 and
1996 the weighted average interest rate on these borrowings was 5.05% and
4.81%, respectively. 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.
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.
39
<PAGE>
The National Bank of Indianapolis Corporation
Notes to Consolidated Financial Statements (continued)
8. STOCK OPTION AND EMPLOYEE BENEFIT PROGRAMS (CONTINUED)
Shares subject to outstanding options are summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
------------------------------------------------
WEIGHTED- WEIGHTED-
AVERAGE AVERAGE
EXERCISE EXERCISE
OPTIONS PRICE OPTIONS PRICE
------------------------------------------------
<S> <C> <C> <C> <C>
Options outstanding at
beginning of year 131,500 $10.29 116,500 $10.00
New options granted 47,500 $12.93 15,000 $12.50
Options exercised (1,800) $10.00 - -
Options forfeited (1,800) $10.00 - -
------- -------
Options outstanding at end of year 175,400 $11.01 131,500 $10.29
======= =======
Exercisable at year end 128,600 $10.70 97,900 $10.38
Weighted-average fair value of
options granted during the year $ 5.64 $ 5.86
</TABLE>
As of December 31, 1997, total shares which may be purchased under the plans
is 175,400 with option prices ranging from $10.00 to $13.00. The
weighted-average remaining contractual life of those options is 7.4 years.
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 1993 and an additional 20,000 shares during 1996. In 1994, the
Corporation issued 48,000 shares under this plan to employees subject to the
terms and conditions of the restricted plan. These restricted shares were
originally issued with a requirement that they would not vest unless a defined
net income level was achieved, and to the extent the restricted shares issued
were not vested by 2001, they would expire. During 1997, the restriction on
these shares was modified, eliminating the defined net income threshold and
specifying a vesting schedule of 50% as of July 1, 1998, and 25% as of July 1,
1999 and 2000. As a result of the
40
<PAGE>
The National Bank of Indianapolis Corporation
Notes to Consolidated Financial Statements (continued)
8. STOCK OPTION AND EMPLOYEE BENEFIT PROGRAMS (CONTINUED)
1997 modification, the Corporation recorded the stock issuance in
shareholders' equity with an offsetting contra-equity account, unearned
compensation, equal to the fair market value of the shares at the date of the
modification of $611,000. The unearned compensation is being amortized over
the vesting period and the amortization is included in salaries and wages
expense.
In 1997 the Corporation issued 19,000 shares pursuant to the 1993 restricted
stock plan. These shares vest 20% per year beginning with the first vesting
date of January 1, 1998 and will be fully vested on January 1, 2002. The
Corporation recorded the stock issuance in shareholders' equity with an
offsetting contra-equity account, unearned compensation, in the amount of
$238,465. The unearned compensation is being amortized over the vesting
period.
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 1995 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 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
41
<PAGE>
The National Bank of Indianapolis Corporation
Notes to Consolidated Financial Statements (continued)
8. STOCK OPTION AND EMPLOYEE BENEFIT PROGRAMS (CONTINUED)
assumptions: risk free interest rates of 6.56% and 5.89%; 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 options of 10 years. The fair value
for the restricted stock issued in 1994 was estimated to equal the fair value
of unrestricted stock and be restricted for a weighted average of six years.
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 director and employee stock options.
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over their vesting periods. Also, for purposes of pro
forma disclosure, the estimated fair value of restricted stock issued in 1994
is amortized to expense through June 30, 1997, when compensation was recorded
for these shares as a result of modifications of the restrictions. The
Corporation's pro forma information follows:
1997 1996
---------------------
Pro forma net income (loss) $1,018,497 $(70,436)
Pro forma earnings per share:
Basic $ .56 $ (.04)
Diluted $ .53 $ (.04)
Effective January 1, 1994, the Corporation 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 Corporation expensed approximately $39,000 and $33,000 for
employer contributions to the plan during 1997 and 1996, respectively.
42
<PAGE>
The National Bank of Indianapolis Corporation
Notes to Consolidated Financial Statements (continued)
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 1997 or 1996 by the Bank to the Corporation.
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, 1997, the
Corporation's Tier 1 capital, consisting of shareholders' equity, was
$17,393,799. Tier 2 capital, which consists of the allowance for loan losses,
amounted to $1,963,040. Total qualifying capital, combining Tier 1 and Tier 2
capital, therefore, amounted to $19,356,839 and risk-weighted assets
(including off- balance sheet exposures) totaled $161,968,250 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, 1997 and 1996.
MINIMUM
ACTUAL REQUIREMENTS
---------------------------
AS OF DECEMBER 31, 1997
Tier 1 risk-based capital ratio 10.8% 4.0%
Total risk-based capital ratio 12.1% 8.0%
Leverage ratio 7.3% 4.0%
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%
43
<PAGE>
The National Bank of Indianapolis Corporation
Notes to Consolidated Financial Statements (continued)
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 1997. The aggregate dollar amount of
these loans was approximately $2,590,841 and $1,704,590 on December 31, 1997
and 1996, 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.
During 1997, new loans to these parties amounted to $1,100,725 and repayments
amounted to $214,477.
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 the following:
1997 1996
----------------------
Current tax expense $ 808,000 $ 232,000
Net operating loss carryforward benefit (409,000) (232,000)
Deferred tax benefit (295,000) (260,000)
Increase (reduce) valuation allowance for
deferred tax assets (104,000) 260,000
----------------------
$ - $ -
======================
44
<PAGE>
The National Bank of Indianapolis Corporation
Notes to Consolidated Financial Statements (continued)
11. INCOME TAXES (CONTINUED)
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. For financial
reporting purposes, a valuation allowance has been recognized to offset the
deferred tax assets related to part of the Corporation's deductible temporary
differences.
The components of the Corporation's net deferred tax assets in the
consolidated statement of condition as of December 31 are as follows:
1997 1996
----------------------
Deferred tax assets:
Tax operating loss carryforwards:
Federal $ - $ 320,923
State - 87,684
----------------------
- 408,607
Allowance for loan losses 785,200 542,320
Other 162,725 110,467
----------------------
Total deferred tax assets 947,925 1,061,394
Valuation allowance for deferred tax assets (553,567) (1,061,394)
----------------------
Net deferred tax assets $ 394,358 $ -
======================
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.
45
<PAGE>
The National Bank of Indianapolis Corporation
Notes to Consolidated Financial Statements (continued)
12. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
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.
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.
45
<PAGE>
The National Bank of Indianapolis Corporation
Notes to Consolidated Financial Statements (continued)
12. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
The estimated fair values of the Corporation's financial instruments at
December 31 are as follows:
<TABLE>
<CAPTION>
1997 1996
----------------------------------------------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
----------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 11,446,150 $ 11,446,150 $ 14,776,944 $ 14,776,994
Federal funds sold 15,425,000 15,425,000 20,675,000 20,675,000
Investment securities available-
for-sale 40,846,522 40,846,522 28,981,801 28,981,801
Investment securities held-to-
maturity 13,466,686 13,624,322 10,005,711 10,074,670
Net loans 155,941,967 157,017,483 121,475,773 121,964,142
LIABILITIES
Deposits 203,233,639 203,384,691 170,148,062 170,503,668
Short-term borrowings 21,341,555 21,341,555 13,983,349 13,983,349
OFF-BALANCE-SHEET INSTRUMENTS
Loan commitments - 316,042 - 208,317
Standby and commercial letters of
credit - 44,582 - 28,240
</TABLE>
47
<PAGE>
The National Bank of Indianapolis Corporation
Notes to Consolidated Financial Statements (continued)
13. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings
per share:
<TABLE>
<CAPTION>
1997 1996
---------------------------
<S> <C> <C>
Net income $1,174,128 $77,584
===========================
Weighted average shares for basic earnings per share 1,830,600 1,820,032
Effect of dilutive securities:
Employee stock options 15,077 13,548
Restricted Stock 39,300 27,900
Warrants 46,589 41,460
---------------------------
100,966 82,908
---------------------------
Shares for diluted earnings per share - weighted
average shares and assumed conversions 1,931,566 1,902,940
===========================
Basic earnings per share $0.64 $0.04
===========================
Diluted earnings per share $0.61 $0.04
===========================
</TABLE>
48
<PAGE>
The National Bank of Indianapolis Corporation
Notes to Consolidated Financial Statements (continued)
14. PARENT COMPANY FINANCIAL STATEMENTS
The condensed financial statements of the Corporation, prepared on a parent
company unconsolidated basis, are presented as follows:
<TABLE>
<CAPTION>
BALANCE SHEET
DECEMBER 31
1997 1996
--------------------------------
<S> <C> <C>
ASSETS
Cash $ 246,264 $ 1,056,481
Investment in The National Bank of Indianapolis 17,171,214 14,965,631
--------------------------------
Total assets $ 17,417,478 $ 16,022,112
================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued expenses $ 23,231 $ 22,808
--------------------------------
Total liabilities 23,231 22,808
Shareholders' equity 17,394,247 15,999,304
--------------------------------
Total liabilities and shareholders' equity $ 17,417,478 $ 16,022,112
================================
STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31
1997 1996
--------------------------------
Interest income $ 51,905 $ 45,026
Expenses:
Unearned compensation amortization 149,523 -
Other expenses 28,837 38,558
--------------------------------
Total expenses 178,360 38,558
--------------------------------
Net income (loss) before equity in undistributed net income
of The National Bank of Indianapolis (126,455) 6,468
Equity in undistributed net income of The National Bank of
Indianapolis 1,300,583 71,116
--------------------------------
Net income $ 1,174,128 $ 77,584
================================
</TABLE>
49
<PAGE>
The National Bank of Indianapolis Corporation
Notes to Consolidated Financial Statements (continued)
14. PARENT FINANCIAL STATEMENTS (CONTINUED)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1997 1996
OPERATING ACTIVITIES ----------------------------
<S> <C> <C>
Net income $ 1,174,128 $ 77,584
Adjustments to reconcile net income to net cash provided by
operating activities:
Undistributed income of The National Bank of Indianapolis (1,300,583) (71,116)
Unearned compensation amortization 149,523 -
Increase (decrease) in liabilities 423 (28,234)
----------------------------
Net cash provided by operating activities 23,491 (21,766)
INVESTING ACTIVITIES
Capital contribution to The National Bank of Indianapolis (1,000,000) -
----------------------------
Net cash used by investing activities (1,000,000) -
FINANCING ACTIVITIES
Proceeds from issuance of stock 166,292 320,705
----------------------------
Net cash provided by financing activities 166,292 320,705
----------------------------
Increase (decrease) in cash and cash equivalents (810,217) 298,939
Cash and cash equivalents at beginning of year 1,056,481 757,542
----------------------------
Cash and cash equivalents at end of year $ 246,264 $1,056,481
============================
</TABLE>
50
<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, 1997,
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 55, 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 46, 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 54, Term Expires 2000. 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.
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.
51
<PAGE>
JAMES M. CORNELIUS - Age 54, 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 32, 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 61, 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 58, 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 53, Term Expires 2000. Mr. Frick, a director,
is the executive vice president and chief administrative officer of Anthem,
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.,
Accordia Mid-Atlantic, All-Med, Inc., and Anthem Companies, Inc.
KATHRYN G. BETLEY - Age 55, Term Expires 2000. 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 54, 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.
52
<PAGE>
DEBRA L. ROSS - Age 36. Ms. Ross is the chief financial officer of
the Corporation and Bank. She was employed as a staff accountant at KPMG-Peat
Marwick from 1987 to 1989. From 1989 to 1993, Ms. Ross was employed by Summit
Bank as assistant vice president and assistant controller, where 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.
53
<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 neither the Corporation nor the Bank have ever received fees for
serving in such capacities. In June 1996 the Board of Directors adopted a
resolution providing that Directors be compensated with stock options each
year having a net present value between approximately $17,500 to $20,000 until
such time as the Directors are compensated with cash compensation. In 1997,
Messrs. Cornelius, Frick, Lacy, Lantz, Loveday and Stuart and Ms. Betley were
each granted options for 2,500 shares, exercisable at $13.00 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 1997, the Board of Directors approved a bonus plan ("Bonus Plan") for
all employees of the Bank applicable only to 1997. Under the terms of the
Bonus Plan, all employees were entitled to receive a bonus of up to 10% of
their salary depending upon the amount, if any, by which the Bank exceeded its
budget. Mr. Maurer received a bonus of $9,797 and Mr. Roby a bonus of $8,817
payable in 1998.
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.
54
<PAGE>
Summary Compensation Table
- --------------------------
The following table sets forth for the fiscal year ending December 31, 1997
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 ($) OPTIONS/SARS COMPENSATION
PRINCIPAL YEAR (2) ($) (3) (#) (4)
POSITION
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Morris L. Maurer, 1997 $139,731 $9,797 $28,000 -0- $3,916
President and
Chief Executive 1996 $125,272 $5,525 $0 -0- $3,300
Officer
1995 $114,615 $30,000 $0 -0- $2,522
- --------------------------------------------------------------------------------------------------------------------
Philip B. Roby, 1997 $125,750 $8,817 $56,000 -0- $2,876
Executive Vice
President and 1996 $113,243 $4,986 $0 -0- $2,921
Chief Lending
Officer 1995 $107,154 $20,000 $0 -0- $2,357
- --------------------------------------------------------------------------------------------------------------------
</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, 1997 the salary of Morris L. Maurer was increased
from $126,000 to $150,000 and the salary of Philip B. Roby was
increased from $115,000 to $130,000. 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
$115,000.
(3) The 1997 award reported in the table represents awards under the 1993
Restricted Stock Plan of the Corporation. Twenty percent of these
shares of restricted stock awarded in 1997 vest on January 1, 1998,
with an additional 20% vesting on January 1 of each subsequent year
until the shares are fully vested on January 1, 2002. The amounts in
the table represent a value of $14.00 per share. This amount
represents the value determined by the Board of Directors for
purposes of the Corporation's 401(k) Savings Plan to be the "fair
market value" of a share of the Corporation's common stock at
December 31, 1997, without giving effect to the restrictions on such
stock . Because there is not an established trading market for the
Common Stock, the assumed price of $14.00 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.
Dividends, if declared by the Corporation, would be paid on the
restricted shares at the same time and rate as dividends paid to
shareholders of unrestricted shares. At December 31, 1997, the total
number and value (based on a value of $14.00 per share) of shares of
restricted stock held by Messrs. Maurer and Roby were as follows: Mr.
Maurer (27,000 shares; $378,000); and Mr. Roby (19,000 shares;
$266,000).
4) These amounts represent Corporation contributions under the
Corporation's 401(k) savings plan.
55
<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 the date of
grant.
A total of 120,000 shares has been reserved for issuance under the Employee
Stock Option Plan, of which 1,800 shares have been forfeited and 1,800 shares
have been exercised. Options for 84,000 shares were granted under the Plan
in 1994. 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 were granted in 1994 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 additional 20% vesting every December 31 thereafter until
the options will be fully vested on December 31, 1998. Options for 30,000
shares were granted under the Plan in 1997 and are exercisable
56
<PAGE>
at $12.89 per share. Twenty percent of the options will vest on January 1,
1998 with an additional 20% to vest each January 1 thereafter until the
options will be fully vested on January 1, 2002.
The following table shows the number of shares covered by both exercisable and
non-exercisable stock options by Messrs. M. L. Maurer and P. B. Roby as of
December 31, 1997. 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 $14.00 which is the value determined by the Board of
Directors for purposes of the Corporation's 401(k) Savings Plan to be the
"fair market value" of a share of the Corporation's common stock at December
31, 1997. Because there is not an established trading market for the Common
Stock, the assumed price of $14.00 may not reflect the actual price which
would be paid for shares of the Common Stock in an active or established
trading market and should not necessarily be relied upon when determining the
value of a shareholder's investment.
- ----------------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR END AT FISCAL YEAR END
(#) ($)
- ----------------------------------------------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------------
Morris L. Maurer 28,000 7,000 $112,000 $28,000
- ----------------------------------------------------------------------------
Philip B. Roby 20,000 5,000 $80,000 $20,000
- ----------------------------------------------------------------------------
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 have been reserved for issuance under the Directors' Plan.
There are currently 35,000 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 10,000 shares. Ms. Betley
and Mr. Loveday were not appointed as directors until October 1995. They
have each received options to acquire a total of 2,500 shares. All of these
individuals received options for 2,500 shares in 1997 at an exercise price of
$13.00 per share. 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.
57
<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 67,000 shares have been made
under the Restricted Stock Plan with 1,500 shares being forfeited.
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 50% 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 of the
Corporation.
Benefits under the 401(k) Plan are distributable to participants or their
beneficiaries in a single lump sum payment.
58
<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,
1997, more than 5% of the common stock of the Corporation:
- ------------------------------------------------------------------------------
Name of Beneficial Owner Shares Beneficially Owned Percent of Class
- ------------------------------------------------------------------------------
Michael S. Maurer 656,250(1) 28.7%
- ------------------------------------------------------------------------------
Eugene and Marilyn Glick 125,000 6.6%
- ------------------------------------------------------------------------------
Morris L. and Janis Maurer 141,488(2) 7.2%
- ------------------------------------------------------------------------------
(1) Includes 384,375 shares which Mr. Maurer may acquire pursuant to
stock warrants. See "Employee Benefit Plans -- Warrants."
(2) Includes 28,000 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, 27,000
shares of restricted stock, and 988 shares in the 401(k) Plan
allocated to the account of Mr. Maurer. See "Employee Profit Plans
-- 1993 Employees' Stock Option Plan, and -- Warrants."
59
<PAGE>
The following table sets forth as of December 31, 1997 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.
- ----------------------------------------------------------------------------
Name of Beneficial Owner Number of Shares Percent of Class
- ----------------------------------------------------------------------------
Kathryn G. Betley 6,875 (1) 0.4%
- ----------------------------------------------------------------------------
James M. Cornelius 23,500 (2) 1.2%
- ----------------------------------------------------------------------------
David R. Frick 17,250 (2) 0.9%
- ----------------------------------------------------------------------------
Andre B. Lacy 39,000 (2) 2.0%
- ----------------------------------------------------------------------------
G. Benjamin Lantz, Jr. 14,750 (2) 0.8%
- ----------------------------------------------------------------------------
William J. Loveday 5,400 (1) 0.3%
- ----------------------------------------------------------------------------
Michael S. Maurer 656,250 (3) 28.7%
- ----------------------------------------------------------------------------
Morris L. Maurer 141,488 (4) 7.2%
- ----------------------------------------------------------------------------
Philip B. Roby 52,404 (5) 2.7%
- ----------------------------------------------------------------------------
Todd H. Stuart 14,125 (2) 0.7%
- ----------------------------------------------------------------------------
Directors and executive officers as
a group (consisting of 11 individuals) 975,391 (6) 40.0%
- ----------------------------------------------------------------------------
(1) Includes 5,000 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 10,000 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 28,000 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, 27,000
shares of restricted stock, and 988 shares in the 401(k) Plan
allocated to the account of Mr. Maurer. See "Employee Profit Plans
-- 1993 Employees' Stock Option Plan."
(5) Includes 20,000 shares which Mr. Roby has the right to acquire
pursuant to the exercise of stock options, 19,000 shares of
restricted stock, and 904 shares in the 401(k) Plan allocated to the
account of Mr. Roby. See "Employee Profit Plans -- 1993 Employees'
Stock Option Plan."
(6) Includes 2,400 shares which Ms. Ross has the right to acquire
pursuant to the exercise of stock options, 1,500 shares of restricted
stock, and 449 shares in the 401(k) Plan allocated to the account of
Ms. Ross. See "Employee Profit Plans -- 1993 Employees' Stock Option
Plan."
60
<PAGE>
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.
61
<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) Form 8-K was filed during the last quarter of the fiscal year.
62
<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, 1998
----------------------------------------------------
Morris L. Maurer, Date
Principal 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, 1998
----------------------------------------------------
Morris L. Maurer, Date
Principal Executive Officer
By (Signature and Title) /S/ March 27, 1998
----------------------------------------------------
Philip B. Roby, Date
Executive Vice President
By (Signature and Title) /S/ March 27, 1998
----------------------------------------------------
Debra L. Ross, Principal Financial Date
and Accounting Officer
By (Signature and Title) /S/ March 27, 1998
----------------------------------------------------
Michael S. Maurer, Date
Chairman of the Board
By (Signature and Title) /S/ March 27, 1998
----------------------------------------------------
Kathryn G. Betley, Director Date
By (Signature and Title) /S/ March 27, 1998
----------------------------------------------------
James M. Cornelius, Director Date
By (Signature and Title) /S/ March 27, 1998
----------------------------------------------------
David R. Frick, Director Date
By (Signature and Title) /S/ March 27, 1998
----------------------------------------------------
Andre B. Lacy, Director Date
By (Signature and Title) /S/ March 27, 1998
----------------------------------------------------
William J. Loveday, Director Date
By (Signature and Title) /S/ March 27, 1998
----------------------------------------------------
G. Benjamin Lantz, Director Date
By (Signature and Title) /S/ March 27, 1998
----------------------------------------------------
Todd H. Stuart, Director Date
63
<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
64
EXHIBIT 21
- ----------
Subsidiaries of The National Bank of Indianapolis Corporation
- -------------------------------------------------------------
1. The National Bank of Indianapolis
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 11,446,150
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 15,425,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 40,846,522
<INVESTMENTS-CARRYING> 12,298,686
<INVESTMENTS-MARKET> 12,456,322
<LOANS> 157,905,008
<ALLOWANCE> (1,963,040)
<TOTAL-ASSETS> 243,066,708
<DEPOSITS> 203,233,639
<SHORT-TERM> 19,341,555
<LIABILITIES-OTHER> 1,097,267
<LONG-TERM> 2,000,000
0
0
<COMMON> 18,961,191
<OTHER-SE> (1,566,944)
<TOTAL-LIABILITIES-AND-EQUITY> 243,066,708
<INTEREST-LOAN> 11,392,221
<INTEREST-INVEST> 3,251,929
<INTEREST-OTHER> 953,169
<INTEREST-TOTAL> 15,597,319
<INTEREST-DEPOSIT> 8,116,427
<INTEREST-EXPENSE> 9,005,020
<INTEREST-INCOME-NET> 6,592,299
<LOAN-LOSSES> 624,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 6,091,367
<INCOME-PRETAX> 1,174,128
<INCOME-PRE-EXTRAORDINARY> 1,174,128
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,174,128
<EPS-PRIMARY> 0.64
<EPS-DILUTED> 0.61
<YIELD-ACTUAL> 3.10
<LOANS-NON> 89,000
<LOANS-PAST> 254,652
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,355,800
<CHARGE-OFFS> 19,620
<RECOVERIES> 2,500
<ALLOWANCE-CLOSE> 1,963,040
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,963,040
</TABLE>
