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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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 12/31/99
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
THE NATIONAL BANK OF INDIANAPOLIS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
INDIANA 35-1887991
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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107 NORTH PENNSYLVANIA STREET, SUITE 700, INDIANAPOLIS, IN 46204
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (317) 261-9000
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Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
NONE
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Securities to be registered under Section 12(g) of the Act:
COMMON STOCK
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(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No
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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K 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-K
or any amendment to this Form 10-K. /x/
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).
$29,992,278
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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. 1,950,171 AT 2/29/00
-----------------------------
DOCUMENTS INCORPORATED BY REFERENCE. If the following documents are incorporated
by reference, briefly describe them and identify the part of the Form 10-K
(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 (c) the Securities
Act of 1933 ("Securities Act".) The listed documents should be clearly
described for identification purposes. NONE
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES NO X
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FORM 10-K CROSS REFERENCE INDEX
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ITEM DISCLOSURE REQUIRED PAGE
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PART I
Item 1. Business 3
Item 2. Property 10
Item 3. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security Holders 10
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 11
Item 6. Selected Financial Data 12
Item 7. Management's Discussion and Analysis of Financial Condition 13
And Results of Operations
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 30
Item 8. Financial Statements and Supplementary Data 32
Item 9. Changes In and Disagreements With Accountants on Accounting 53
and Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the Registrant 53
Item 11. Executive Compensation 55
Item 12. Security Ownership and Certain Beneficial Owners and Management 65
Item 13. Certain Relationships and Related Transactions 67
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 68
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PART I
ITEM 1. BUSINESS
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 and AUL Office Complex 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, 1999, the Corporation had consolidated total
assets of $430 million and total deposits of $345 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.
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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 on commercial loans to small and medium size businesses as well as
personal loans to executives and professionals.
In the residential mortgage lending area, the Bank offers regular, jumbo
and CRA mortgage products. The Bank has developed 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.
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 127 employees, of which 118 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. Any loan in excess of a lending officer's lending authority must
receive the approval of the CEO or CLO up to their lending limit. Any loan
greater than the CEO and CLO's lending authority but less than $2,500,000 must
be approved by the Loan Committee prior to the Bank making such loan. The Board
of Directors Loan Policy Committee does not generally approve loans unless they
are above $2,500,000 or are loans to directors or executive
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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.
Certain regulatory capital ratios for the Corporation as of December 31,
1999 are shown below:
Tier 1 Capital to Risk-Weighted Assets 7.2%
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Total Risk Based Capital to Risk-Weighted Assets 8.4%
Tier 1 Leverage Ratio 5.0%
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.
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, 1999, the Bank's total risk-based capital,
Tier 1 risk-based capital and leverage capital exceeded the amounts required to
be designated "well capitalized."
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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.
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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.
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 the
BIF, the Bank is not currently required to pay deposit insurance premiums to BIF
but, was required to pay $17,300 for the Financing Corporation ("FICO")
assessment for the first quarter in 2000. 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.
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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, 1999 are shown below:
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Tier 1 Capital to Risk-Weighted Assets....................... 9.1%
Total Risk-Based Capital to Risk-Weighted Assets............. 10.2%
Tier 1 Leverage Ratio........................................ 6.3%
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In 1996, the FDIC, along with the OCC 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 OCC, 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 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.
RECENT LEGISLATION. On November 12, 1999 the President of the United States
signed into law the Gramm-Leach-Bliley Act ("GLBA"). The GLBA contains a number
of provisions that will fundamentally alter the banking and financial services
industries. The GLBA repeals Section 20 of the Banking Act of 1933, commonly
known as the Glass-Steagall Act, which generally has separated commercial from
investment banking. The GLBA will also for the first time allow banks,
securities firms and insurance companies to affiliate in a new financial holding
company structure.
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Under the GLBA, national bank affiliates will be able to conduct a broad
range of financial activities, including providing insurance and securities
services. However, the national bank must be well-capitalized and well-managed.
In addition, insurance and securities activities will be functionally regulated.
For example, the Securities and Exchange Commission will regulate most national
bank affiliates' securities activities and the states will regulate their
insurance activities. The GLBA preserves the thrift charter, but bars new
unitary thrift holding companies from approval that were applied for after May
4, 1999.
It is not possible to predict what impact the GLBA will have on the
Corporation and the Bank. One consequence may be increased competition from
large financial services companies, that under the GLBA, will be permitted to
provide many types of financial services to customers. Another consequence will
be the imposition of new regulations regarding the privacy of consumer and
customer financial information. Recently, regulations were proposed governing
the privacy of financial information of bank customers. The privacy regulations,
which will apply to the Corporation and the Bank, are due to be finalized in
May, with an effective date next fall.
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. PROPERTY
The Bank purchased the downtown office building which houses its main
office as well as the Corporation's main office at 107 North Pennsylvania Street
in December 1998. It was previously being leased from an affiliate of one of the
directors of the Corporation and the Bank.
The Bank opened its first neighborhood bank office in February 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 June 1999, the Bank opened an
office in the AUL Office Complex located at One American Square in the downtown
Indianapolis area. The Bank 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,
University of Indianapolis, TGI Friday's at Keystone Crossing, and Meridian Mark
II Office Complex. 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
Neither the Corporation nor the Bank are involved in any pending legal
proceedings at this time, other than routine litigation incidental to its
business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
10
<PAGE>
None.
PART II
ITEM 5. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
Shares of the common stock of the Corporation are not traded on any
national or regional exchange or in the over-the-counter market. Accordingly,
there is no established market for the common stock. These are occasional trades
as a result of private negotiations not involving a broker or a dealer.
The Corporation had 619 shareholders on record as of December 31, 1999.
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
anticipate that earnings will be retained to finance the Bank's growth in the
immediate future. Future dividend payments by the Corporation, if any, will be
dependent upon dividends paid by the Bank, which are subject to regulatory
limitations, earnings, general economic conditions, financial condition, capital
requirements, and other factors as may be appropriate in determining dividend
policy.
11
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth certain consolidated information concerning the
Corporation 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
1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED OPERATING DATA:
Interest income $ 26,247 $ 21,052 $ 15,597 $ 10,969 $ 6,252
Interest expense 14,355 12,367 9,005 6,234 3,425
Net interest income 11,892 8,685 6,592 4,735 2,827
Provision for loan losses 1,010 680 624 420 600
Net income after provision for loan losses 10,882 8,005 5,968 4,315 2,227
Securities gains (losses) net 0 0 0 23 (2)
Other income 3,363 2,041 1,297 901 445
Non-interest expense 11,198 8,168 6,091 5,161 3,537
Income (loss) before income taxes 3,047 1,878 1,174 78 (867)
Applicable income taxes 1,217 198 0 0 0
Net income (loss) $ 1,830 $ 1,680 $ 1,174 $ 78 $ (867)
CONSOLIDATED BALANCE SHEET DATA (AT END OF PERIOD):
Total assets $ 429,501 $ 358,600 $ 243,067 $ 201,118 $ 120,531
Total investment securities 55,660 79,707 54,313 38,988 26,370
Total loans 311,478 227,848 157,905 122,832 70,538
Allowance for loan losses (3,393) 2,626 1,963 1,356 985
Deposits 345,008 297,914 203,234 170,148 98,309
Shareholders' equity 21,636 19,355 17,394 15,999 15,705
Weighted average shares outstanding 1,889 1,868 1,831 1,820 1,498
PER SHARE DATA:
Basic net income (loss) per common share (1) $ 0.97 $ 0.90 $ 0.64 $ 0.04 $ (0.58)
Cash dividends declared 0 0 0 0 0
Book value (2) $ 11.09 $ 10.14 $ 9.18 $ 8.78 $ 8.75
OTHER STATISTICS AND OPERATING DATA:
Return on average assets 0.5% 0.6% 0.5% 0.1% (1.0)%
Return on average equity 7.6% 9.3% 7.7% 0.5% (7.7)%
Net interest margin (3) 3.2% 3.0% 3.1% 3.1% 3.4%
Average loans to average deposits 83.4% 74.6% 74.7% 69.7% 66.1%
Allowance for loan losses to loans at end of
period 1.1% 1.2% 1.2% 1.1% 1.4%
Allowance for loan losses to non-performing loans 881.5% N/A 1846.7% 1639.8% N/A
Non-performing loans to loans at end of period 0.1% 0.0% 0.1% 0.1% N/A
Net charge-offs to average loans 0.1% 0.0% 0.0% 0.1% N/A
Number of offices 6 5 4 4 3
Number of full and part-time employees 127 96 77 58 47
Number of Shareholders of Record 619 579 567 549 542
CAPITAL RATIOS:
Average shareholders' equity to average assets 6.1% 5.9% 7.0% 9.2% 12.8%
Equity to Assets 5.0% 5.4% 7.2% 8.0% 13.0%
Total risk-based capital ratio (Bank Only) 10.2% 9.5% 11.4% 12.7% 18.1%
</TABLE>
(1) Based upon weighted average shares outstanding 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.
12
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS OF THE CORPORATION RELATES TO THE YEARS
ENDED DECEMBER 31, 1999, 1998, AND 1997 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, 1999 COMPARED TO THE YEAR ENDED DECEMBER 31, 1998 AND
YEAR ENDED DECEMBER 31, 1998 COMPARED TO THE YEAR ENDED DECEMBER 31, 1997
The Corporation's results of operations depend 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 $1,830,320 for the year ended
December 31, 1999 compared to net income of $1,680,346 for the year ended
December 31, 1998 and net income of $1,174,128 for the year ended December 31,
1997. 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 1998 and 1997, thereby offsetting more of the operating expenses.
The Bank experienced exceptional growth during 1999 and 1998. Total assets
increased $70,901,363 or 19.8% to $429,501,464 for the year ended December 31,
1999 from $358,600,101 for the year ended December 31, 1998 and total assets
increased $115,533,393 or 47.5% from $243,066,708 for the year ended December
31, 1997. This growth is in part due to an increase in customers as a result of
the local merger of Bank One with NBD and the entrance of Union Planters to the
Indianapolis market.
NET INTEREST INCOME
Net interest income increased $3,207,042 or 36.9% to $11,892,278 for the year
ended December 31, 1999, from $8,685,236 for the year ended December 31, 1998
and net interest income increased $2,092,937 or 31.7% from $6,592,299 for the
year ended December 31, 1997. Total interest income increased $5,195,410 for the
year ended December 31, 1999 to $26,247,188 from $21,051,778 for the year ended
December 31, 1998 and total interest income increased $5,454,459 from
$15,597,319 for the year ended December 31, 1997. This increase is primarily a
result of average total loans for the year ended December 31, 1999 being
approximately $265,000,000 compared to average total loans of approximately
$190,000,000 for the year ended December 31, 1998 and average total loans of
approximately $139,000,000 for the year ended December 31, 1997. The loan
portfolio produces the highest yield of all earning assets. Investment portfolio
income increased $136,242 or 3.2% to $4,420,281 for the year ended December 31,
1999, as compared to $4,284,039 for the year ended December 31, 1998 and
investment portfolio income increased $1,032,110 or 31.7% from $3,251,929 for
the year ended December 31, 1997. This increase is primarily a result of the
increase in the average investment securities portfolio to approximately
$83,000,000 for the year ended December 31, 1999 from approximately $74,000,000
for the year ended December 31, 1998 and from approximately $54,000,000 for the
year ended December 31, 1997. The overall increase in investment income during
1999 was not greater due to the fact that there was a decrease in the weighted
average rate of the investment portfolio from 5.79% for the year ended December
31, 1998 to 5.35% for the year ended December 31, 1999. For the year ended
December 31, 1998, investment income was not greater due to the fact that there
was a decrease in the weighted average rate of the investment portfolio from
6.01% for the year ended December 31, 1997. Interest on federal funds sold
decreased for the year ended December 31, 1999 over the same period the previous
year due to a decrease in average federal funds sold of approximately
$5,000,000. Interest on federal funds sold increased for the year ended December
31, 1998 over the same period the previous year due to an increase in average
federal funds sold of approximately $11,000,000.
Total interest expense increased $1,988,368 or 16.1% to $14,354,910 for the year
ended December 31, 1999, from $12,366,542 for the year ended December 31, 1998
and total interest expense increased $3,361,522 or 37.3% from $9,005,020 for the
year ended December 31, 1997. This increase is due to an increase in interest
bearing deposits, long term debt, and FHLB advances. Total interest bearing
liabilities averaged approximately $318,000,000 for the year ended December 31,
1999 as compared to approximately $249,000,000 for the year ended December 31,
13
<PAGE>
1998 and approximately $174,000,000 for the year ended December 31, 1997. The
average cost of interest bearing liabilities at December 31, 1999, was
approximately 4.5% as compared to average cost of interest bearing liabilities
of approximately 5.0% at December 31, 1998 and approximately 5.1% at December
31, 1997. The rate decrease was due to the run off of higher priced deposits
being replaced by lower priced deposits.
14
<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, 1999, 1998 and 1997 (in 000's):
<TABLE>
<CAPTION>
1999 1998
Interest Average Interest Average
Average Income/ Rate/ Average Income/ Rate/
Balance Expense Yield Balance Expense Yield
----------------------------------------- --------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Federal Funds $23,880 $ 1,187 4.97% $28,681 $ 1,543 5.38%
Investments 82,636 4,420 5.35% 74,025 4,284 5.79%
Loans (gross) 264,848 20,640 7.79% 189,582 15,225 8.03%
----------------------------------------- --------------------------------------------
Total earning assets $371,364 $26,247 7.07% $292,287 $21,052 7.20%
Non-earning assets 27,767 14,194
------------- --------------
Total assets $399,131 $306,482
============= ==============
Liabilities:
Interest bearing DDA $29,156 $ 471 1.62% $19,760 $ 438 2.21%
Savings 125,510 5,307 4.23% 96,114 4,457 4.64%
CD's under $100,000 64,485 3,495 5.42% 58,410 3,406 5.83%
CD's over $100,000 36,793 1,962 5.33% 35,847 2,082 5.81%
Individual Retirement
Accounts 7,194 390 5.42% 6,367 368 5.79%
Repurchase Agreements 36,218 1,603 4.43% 26,625 1,281 4.81%
FHLB Advances 14,000 807 5.76% 5,452 323 5.93%
Long Term Debt 4,230 319 7.55% 0 0 0.00%
----------------------------------------- --------------------------------------------
Total Interest Bearing
Liabilities $317,585 $14,355 4.52% $248,575 $12,356 4.97%
Non-Interest Bearing
Liabilities 54,547 37,635
Other Liabilities 2,815 2,244
------------- --------------
Total Liabilities $374,947 $288,454
Equity 24,184 18,028
------------- --------------
Total Liabilities & Equity $399,131 $306,482
============= ==============
Recap:
Interest Income $26,247 7.07% $21,052 7.20%
Interest Expense 14,355 4.52% 12,356 4.97%
---------------------------- ----------------------------
Net Interest Income/Spread $11,892 2.55% $8,696 2.23%
============================ ============================
Contribution of
Non-Interest Bearing Funds 0.65% 0.74%
Net Interest Margin 3.20% 2.98%
</TABLE>
<TABLE>
<CAPTION>
1997
Interest Average
Average Income/ Rate/
Balance Expense Yield
-------------- -------------------------
<S> <C> <C> <C>
Assets:
Federal Funds $17,340 $ 953 5.50%
Investments 54,117 3,252 6.01%
Loans (gross) 138,984 11,392 8.20%
-------------- -------------------------
Total earning assets $210,441 $15,597 7.41%
Non-earning assets 9,733
-------------
Total assets $220,174
=============
Liabilities:
Interest bearing DDA $13,824 $ 323 2.34%
Savings 65,640 3,077 4.69%
CD's under $100,000 44,513 2,629 5.91%
CD's over $100,000 30,269 1,784 5.89%
Individual Retirement
Accounts 5,020 303 6.04%
Repurchase Agreements 15,324 759 4.95%
FHLB Advances 2,000 130 6.49%
Long Term Debt
-------------- -------------------------
Total Interest Bearing
Liabilities $176,589 $9,005 5.10%
Non-Interest Bearing
Liabilities 26,872
Other Liabilities 1,369
-------------
Total Liabilities $204,830
Equity 15,344
-------------
Total Liabilities & Equity $220,174
=============
Recap:
Interest Income $15,597 7.41%
Interest Expense 9,005 5.10%
-------------------------
Net Interest Income/Spread $6,592 2.31%
=========================
Contribution of
Non-Interest Bearing Funds 0.82%
Net Interest Margin 3.13%
</TABLE>
15
<PAGE>
Average balances computed using daily actual balances.
The following table sets forth an analysis of volume and rate changes in
interest income and interest expense of the Corporation'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
1999 Changes from 1998 1998 Changes from 1997 1997 Changes from 1996
-------------------------------- ------------------------------- ------------------------------
Due to Due to Due to Due to Net Change Due to Due to
Net Change Rate Volume Net Change Rate Volume Rate Volume
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest earning assets:
Federal funds sold $ (356) $ (117) $ (239) $ 590 $ (20) $ 610 (213) $ 41 $ (254)
Investment Securities 136 (324) 461 1,032 (120) 1,152 1,061 (4) 1,065
Loans 5,415 (451) 5,866 3,833 (231) 4,064 3,780 138 3,642
---------- ---------- ---------- ---------- ---------- --------- --------- --------- ---------
Total $ 5,195 $ (892) $ 6,088 $ 5,455 $ (371) $ 5,826 4,628 $ 175 $ 4,453
Interest bearing liabilities:
Demand deposits $ 34 $ (118) $ 152 $ 115 $ (17) $ 132 62 $ 3 $ 59
Savings deposits 850 (393) 1,243 1,381 (33) 1,413 668 30 638
Certificates of deposit under
$100,000 89 (241) 329 777 (33) 810 973 (25) 998
Certificates of deposit over
$100,000 (119) (170) 51 298 (26) 324 513 9 504
Individual Retirement
Accounts 22 (23) 45 65 (13) 78 117 (10) 127
Repurchase agreements 322 (103) 425 522 (21) 543 328 13 315
FHLB Advances 484 (9) 493 193 (11) 204 110 0 110
Long term debt 319 0 319 0 0 0 0 0 0
---------- ---------- ---------- ---------- ---------- --------- --------- --------- ---------
Total $ 1,999 $ (1,057) $ 3,056 $ 3,350 $ (154) $ 3,504 2,771 $ 20 $ 2,751
---------- ---------- ---------- ---------- ---------- --------- --------- --------- ---------
Net change in Net Interest
Income $ 3,196 $ 164 $ 3,032 $ 2,105 $ (217) $ 2,322 1,857 $ 155 $ 1,702
==================================================================================================
</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.
16
<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, 1999, $1,010,000 was charged to the provision
for loan losses compared to $680,000 for the year ended December 31, 1998 and
$624,000 for the year ended December 31, 1997. At December 31, 1999, the
allowance was $3,392,587 or 1.1% of total loans. This compares to an allowance
of $2,626,279 or 1.2% as of December 31, 1998 and an allowance of $1,963,040 or
1.2% as of December 31, 1997. A total of $243,692 was charged-off for the year
ended December 31, 1999 compared to a total of $16,761 for the year ended
December 31, 1998 and $16,760 for the year ended December 31, 1997.
OTHER OPERATING INCOME
Other operating income for the year ended December 31, 1999, increased
$1,321,394 or 64.7% to $3,362,438 from $2,041,044 for the year ended December
31, 1998 and other operating income increased $743,848 or 57.3% from $1,297,196
for the year ended December 31, 1997. The increase in other operating income is
primarily due to an increase in service charges and fees on deposit accounts of
$220,875 or 69.3% to $539,468 for the year ended December 31, 1999 from $318,593
for the year ended December 31, 1998 and an increase of $79,553 or 33.3% from
$239,040 for the year ended December 31, 1997. This increase is attributable to
the increase in average demand deposit accounts of $56,000,000 to $210,000,000
for the year ended December 31, 1999 from $154,000,000 for the year ended
December 31, 1998 and an increase of $46,000,000 from $108,000,000 for the year
ended December 31, 1997. The increase in other operating income is also
attributable to an increase in trust fees of $336,746 or 35.7% to $1,279,621 for
the year ended December 31, 1999 from $942,875 for the year ended December 31,
1998 and an increase in trust fees of $232,332 or 32.7% from $710,543 for the
year ended December 31, 1997. The increase in trust income is attributable to
the increase in total assets under trust administration of approximately
$141,063,000 to approximately $530,663,000 at December 31, 1999 from
approximately $389,600,000 at December 31, 1998 and an increase $108,800,000
from approximately $280,800,000 at December 31, 1997. Also contributing to the
increase in other operating income was the increase in the net gain on the sale
of mortgages of $118,638 or 140.0% from $84,716 for the year ended December 31,
1997 compared to $203,354 for the year ended December 31, 1998 but the net gain
on sale of mortgages decreased to $66,698 for the year ended December 31, 1999.
In December 1998, the Bank purchased the downtown office building at 107 North
Pennsylvania Street which houses its main office as well as the Corporation's
main office. Contributing to the increase in other operating income was the
rental income from the other tenants in the building. For the year ended
December 31, 1999, building rental income was $636,048 compared to $80,511 for
the year ended December 31, 1998 and $0 for the year ended December 31, 1997.
OTHER OPERATING EXPENSES
Other operating expenses for the year ended December 31, 1999 increased
$3,029,401 or 37.1% to $11,197,835 from $8,168,434 for the year ended December
31, 1998 and increased $2,077,067 or 34.1% from $6,091,367 for the year ended
December 31, 1997. Salaries, wages and employee benefits increased $1,730,416 or
37.6% to $6,332,548 for the year ended December 31, 1999 from $4,602,132 for the
year ended December 31, 1998 and increased $1,199,219 or 35.2% from $3,402,913
for the year ended December 31, 1997. This increase is primarily due to the
increase in the number of employees to 118 full time equivalents at December 31,
1999 from 89 full time equivalents at December 31, 1998 and from 71 full time
equivalents at December 31, 1997. Net occupancy expense increased $450,901 for
the year ended December 31, 1999 over the same period the previous year and it
increased $142,638 for the year ended December 31, 1998 over the same period for
the previous year primarily due to the additional expense related to the
operations of the building at 107 North Pennsylvania Street and the opening of
the new branch at 4930 North Pennsylvania Street in March 1998 and at the AUL
Office Complex in June 1999. Furniture and equipment expense increased $66,421
for the year ended December 31, 1999 over the same period the previous year and
it increased $98,599 for the year ended
17
<PAGE>
December 31, 1998 over the same period the previous year primarily due to the
opening of the new branches. Professional services expense increased $121,497 or
27.9% to $556,707 for the year ended December 31, 1999 from $435,210 for the
year ended December 31, 1998 and professional services expense increased $93,327
or 27.3% for the year ended December 31, 1997. Data processing expenses
increased $191,548 for the year ended December 31, 1999 over the same period the
previous year and also increased $91,092 for the year ended December 31, 1998
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. For the year ended December 31, 1999,
the provision for income taxes consisted of current tax expense of $1,417,719,
and a deferred tax benefit of $201,158. For the year ended December 31, 1998,
the provision for income taxes consisted of current tax expense of $1,068,011, a
deferred tax benefit of $316,944 and a benefit of $553,567 from the reduction of
the valuation allowance for deferred tax assets.
The Corporation has total deferred tax assets of $1,482,266 as of December 31,
1999 and $1,295,488 as of December 31, 1998. The deferred tax assets represent
primarily a temporary difference for the recognition of the allowance for loan
losses.
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 Aavailable for
sale@ and maturing loans. Federal funds sold represent the Corporation's primary
source of immediate liquidity and were maintained at a level adequate to meet
immediate needs. Federal funds sold averaged approximately $24,000,000,
$29,000,000 and $17,000 for the twelve months ended December 31, 1999, 1998 and
1997 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,
1999, the Corporation's rate sensitive liabilities exceeded rate sensitive
assets due within one year by $44,510,927. At December 31, 1998, the
Corporation's rate sensitive liabilities exceeded rate sensitive assets due
within one year by $32,581,749.
18
<PAGE>
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,
1999 and 1998, the Bank held one high risk mortgage-related security.
The average yield on the Bank's investment portfolio is as follows as of
December 31,
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
U.S. Treasuries 4.97% 5.70% 6.53%
U.S. Government agencies 5.17% 5.43% 5.75%
Collateralized mortgage securities 6.03% 6.65% 6.30%
Asset-backed securities 5.24% 5.63% 5.80%
Other securities 5.19% 5.60% 5.99%
</TABLE>
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, 1999
and 1998.
19
<PAGE>
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, 1999
U.S. Treasury securities $29,026,049 $ 9,474 $(20,852) $29,014,671
U.S. Government agencies 10,000,000 - (22,200) 9,977,800
Collateralized mortgage obligations 6,970,433 8,523 (16,133) 6,962,823
Asset-backed securities 208,333 194 - 208,527
-----------------------------------------------------------------------
$46,204,815 $18,191 $(59,185) $46,163,821
=======================================================================
DECEMBER 31, 1998
U.S. Treasury securities $ 6,496,513 $ 9,775 $ (6,428) $ 6,499,860
U.S. Government agencies 42,175,157 678 (22,534) 42,153,301
Collateralized mortgage obligations 15,984,303 13,252 (73,043) 15,924,512
Asset-backed securities 2,850,000 1,000 - 2,851,000
-----------------------------------------------------------------------
$67,505,973 $24,705 $(102,005) $67,428,673
=======================================================================
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
=======================================================================
</TABLE>
<TABLE>
<CAPTION>
HELD-TO-MATURITY SECURITIES
-----------------------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAIN LOSS VALUE
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1999
Collateralized mortgage obligations $ 7,156,647 $ 5,551 $(82,378) $7,079,820
Other securities 541,773 6,541 (11) 548,303
-----------------------------------------------------------------------
$ 7,698,420 $12,092 $(82,389) $7,628,123
=======================================================================
DECEMBER 31, 1998
Collateralized mortgage obligations $10,839,214 $75,600 $(333) $10,914,481
Other securities 125,000 4,488 - 129,488
-----------------------------------------------------------------------
$10,964,214 $80,088 $(333) $11,043,969
=======================================================================
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
=======================================================================
</TABLE>
As part of managing liquidity, the Corporation monitors its loan to deposit
ratio on a daily basis. At December 31, 1999 the ratio was 90.3 percent and as
of December 31, 1998 the ratio was 76.5 percent which is within the
Corporation's acceptable range.
20
<PAGE>
The following table shows the composition of the Bank's loan portfolio as of the
dates indicated (in 000's):
<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
% of % of % of % of % of
Amount Total Amount Total Amount Total Amount Total Amount Total
------------------------ ---------------------- ---------------------- --------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TYPES OF LOANS
Commercial $135,897 43.6% $102,427 45.0% $78,855 49.9% $55,678 45.3% $34,881 49.4%
Construction 14,472 4.6% 5,347 2.3% 2,174 1.4% 1,784 1.5% 2,375 3.4%
Commercial Mortgage 34,726 11.1% 21,990 9.7% 3,624 2.3% 3,017 2.5% 3,403 4.8%
Residential Mortgage 109,787 35.2% 86,095 37.8% 62,666 39.7% 56,455 46.0% 28,403 40.3%
Installment 2,084 0.7% 1,607 0.7% 1,326 0.8% 836 0.7% 679 1.0%
Credit Card 1,556 0.5% 1,179 0.5% 860 0.5% 793 0.6% 541 0.8%
Other 12,956 4.2% 9,202 4.0% 8,400 5.3% 4,269 3.5% 256 0.4%
------------------------ ---------------------- ---------------------- --------------------------------------
Total - Gross $311,478 100.0% $227,847 100.0% $157,905 100.0% $122,832 100.0% $ 70,538 100.0%
=========== =========== ======== ========== ========
Allowance (3,393) (2,626) (1,963) (1,356) (985)
------------- ----------- -------------- ---------- ----------
Total - Net $308,085 $225,221 $155,942 $121,476 $69,553
============= =========== ============== ========== ==========
</TABLE>
21
<PAGE>
The following table shows the composition of the commercial loan category by
industry type at December 31, 1999 (in $000's):
<TABLE>
<CAPTION>
December
1999 1998 1997
Type Amount % Amount % Amount %
- ---- ------ - ------ - ------ -
<S> <C> <C> <C> <C> <C> <C>
Agriculture, Forestry, & Fishing $ 26 0.0% $ 128 0.1% $ 61 0.1%
Mining 253 0.2% - 0.0% - 0.0%
Construction 599 0.4% 330 0.3% 549 0.7%
Manufacturing 4,698 3.5% 4,528 4.4% 6,842 8.7%
Transportation, Communication &Utilities 1,360 1.0% 134 0.1% 106 0.1%
Wholesale Trade 5,476 4.0% 4,393 4.3% 3,460 4.4%
Retail Trade 10,430 7.7% 5,028 4.9% 6,719 8.5%
Finance, Insurance & Real Estate 39,119 28.8% 27,239 26.6% 22,721 28.8%
Services 73,853 54.3% 60,510 59.1% 38,235 48.5%
Public Administration 82 0.1% 137 0.1% 162 0.2%
------------------------- ------------------------ -------------------------
$ 135,897 100.0% $ 102,427 100.0% $ 78,855 100.0%
========================= ======================== =========================
</TABLE>
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,
-------------------------------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Commercial $ 109 $ 51 $ 181 $ 57 $ 73
Construction 0 0 0 0 0
Commercial Mortgage 0 0 0 0 0
Residential Mortgage 3 2 0 0 0
Installment 0 0 4 2 1
Credit Card 0 0 5 4 4
Other 0 0 22 8 1
Unallocated 3,081 2,573 1,751 1,285 906
Y2K 200 0 0 0 0
-------------------------------------------------------------------------------
$3,393 $2,626 $1,963 $1,356 $985
===============================================================================
</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.
22
<PAGE>
The following table presents a summary of non-performing assets ($000):
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
% of % of % of
Amount Total Amount Total Amount Total
------------------------ ------------------------ ------------------------
NON-ACCRUAL LOANS
<S> <C> <C> <C> <C> <C> <C>
Commercial $271,642 70.6% $ 0 0.0% $ 57 63.3%
Construction 0 0.0% 0 0.0% 0 0.0%
Commercial Mortgage 0 0.0% 0 0.0% 0 0.0%
Residential Mortgage 86,535 22.5% 0 0.0% 33 36.7%
Installment 26,612 6.9% 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%
------------------------ ------------------------ ------------------------
Total $384,789 100.0% $ 0 0.0% $ 90 100.0%
======================== ======================== ========================
Loans 90 Days Past Due -
Still Accruing $ 0 $ 0 $ 0
</TABLE>
<TABLE>
<CAPTION>
1996 1995
---- ----
% of % of
Amount Total Amount Total
------------------------ ------------------------
NON-ACCRUAL LOANS
<S> <C> <C> <C> <C>
Commercial $ 84 100.0% $ 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%
------------------------ ------------------------
Total $ 84 100.0% $ 0 0.0%
======================== ========================
Loans 90 Days Past Due -
Still Accruing $ 418 $ 0
</TABLE>
During 1999, the Corporation had two non-accrual commercial loans and recognized
$43,771 in interest income and would have recorded an additional $1,897 in
interest if the loan had been accruing. Also, the Corporation had one
non-accrual installment loan and recognized $1,615 in interest income and would
have recorded an additional $1,921 in interest income if the loan had been
accruing. In addition, the Corporation had one non-accrual residential mortgage
loan and recognized $4,563 in interest income and would have recorded an
additional $1,483 in interest if the loan had been accruing.
During 1998, the Corporation had one non-accrual commercial loan and recognized
no interest income on the loan. The loan was charged off in February 1998. If
the loan had been accruing, $2,041 in interest income would have been
recognized. Also, the Corporation had one non-accrual residential mortgage loan
and recognized no interest income on the loan. The loan was charged off in June
1998. If the loan had been accruing, $1,327 in interest income would have been
recognized.
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.
23
<PAGE>
The Corporation had no restructured loans due to troubled conditions of the
borrower in any of the years presented in the above table.
24
<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
1999 1998 1997
---- ---- ----
% of % of % of
Amount Total Amount Total Amount Total
--------------------------- --------------------------- ---------------------------
TYPES OF DEPOSITS
<S> <C> <C> <C> <C> <C> <C>
Demand $66,799 28.07% $54,670 28.86% $33,601 28.90%
MMDA/Savings 171,147 71.93% 134,485 71.00% 82,222 70.73%
Individual Retirement Accounts 0 0.00% 262 0.14% 430 0.37%
--------------------------- --------------------------- ---------------------------
Total Demand Deposits $237,946 100.00% $189,417 100.00% $116,253 100.00%
CDs LESS THAN $100,000 $65,024 60.73% 62,309 57.43% 48,932 56.26%
CDs LESS THAN $100,000 34,279 32.02% 39,657 36.55% 32,769 37.67%
Individual Retirement Accounts 7,759 7.25% 6,531 6.02% 5,280 6.07%
--------------------------- --------------------------- ---------------------------
Total Certificates of $107,062 100.00% $108,497 100.00% $86,981 100.00%
Deposit
-------------- -------------- --------------
Total Deposits $345,008 $297,914 $203,234
============== ============== ==============
</TABLE>
The Corporation experienced an increase in cash and cash equivalents, its
primary source of liquidity, of $8,261,566 during 1999. During 1998, it
experienced an increase of $15,101,820. The primary financing activity for 1999
was deposit growth which provided net cash of $47,094,360 and security
repurchase agreements which provided net cash of $14,636,811. The primary
financing activity for 1998 was deposit growth which provided net cash of
$94,680,122. Lending used $83,873,785 and increasing federal funds sold used
$1,152,304 during 1999. Lending used $69,959,495 and increasing federal funds
sold used $725,000 during 1998. 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.
25
<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, 1999, 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 - 180 181 - 365 1 - 2 2 - 3 3 -5
Days Days Years Years Years
---- ---- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Interest Earning Assets:
Fed Funds/ Overnight Time $34,302,304
Investments 46,288,592 1,589,222 2,401,109 2,561,926 504,622
Loans
Commercial & Industrial
Fixed 15,371,940 7,700,296 11,927,138 9,150,979 10,595,303
Variable 39,778,310
Loans Secured by Real Estate
Fixed 4,351,408 4,068,464 7,085,145 5,983,734 10,015,299
Variable 57,036,956 3,377,052 5,336,937 5,085,426 18,855,733
Other
Fixed 850,603 736,320 1,376,456 856,216 1,804,648
Variable 15,530,634 12,392,640
------------------------------------------------------------------------------
Total Interest Earning Assets $213,510,747 $29,863,994 $28,126,785 $23,638,281 $41,775,605
Non-Interest Earning Assets
------------------------------------------------------------------------------
Total Assets $213,5100,747 $29,863,994 $28,126,785 $23,638,281 $41,775,605
==============================================================================
Interest Bearing Liabilities:
Demand Deposits $88,690
Interest Bearing Demand 35,759,574
Savings Deposits
Money Market Accounts 132,896,593
Certificate of Deposits 34,476,582 16,252,983 9,250,384 7,115,599 2,698,197
Jumbo CDs 18,485,991 9,730,238 4,930,466 1,608,343 648,351
Repurchase Agreements 40,195,017
FHLB Advances 2,000,000 6,000,000
Long term debt 6,000,000
------------------------------------------------------------------------------
Total Interest Bearing Liabilities $261,902,447 $25,983,221 $16,180,850 $8,723,942 $15,346,548
Non-Interest Bearing Liabilities
Equity
------------------------------------------------------------------------------
Total Liabilities & Shareholders' Equity $261,902,447 $25,983,221 $16,180,850 $8,723,942 $15,346,548
==============================================================================
Interest Sensitivity Gap per Period ($48,391,700) $3,880,773 $11,945,935 $14,914,339 $26,429,057
Cumulative Interest Sensitivity Gap ($48,391,700) ($44,510,927) ($32,564,992) ($17,650,653) $8,778,404
Interest Sensitivity Gap as a Percentage
of Earning Assets -12.05% 0.97% 2.98% 3.72% 6.58%
</TABLE>
<TABLE>
<CAPTION>
5 + Non-interest
Years Earning Total
----- ------- -----
<S> <C> <C> <C>
Interest Earning Assets:
Fed Funds/ Overnight Time $34,302,304
Investments 2,314,270 55,659,741
Loans
Commercial & Industrial
Fixed 271,642 58,224,588
Variable 39,778,310
Loans Secured by Real Estate
Fixed 86,535 64,420,131
Variable 25,423,943 115,116,047
Other
Fixed 8,447 382,795 6,015,485
Variable 27,923,274
--------------------------------------------
Total Interest Earning Assets $63,783,496 $740,972 $401,439,880
Non-Interest Earning Assets 28,061,584 28,061,584
--------------------------------------------
Total Assets $64,141,673 $28,444,379 $429,501,464
============================================
Interest Bearing Liabilities:
Demand Deposits $66,784,141 $66,872,831
Interest Bearing Demand 35,759,574
Savings Deposits 2,490,503 2,490,503
Money Market Accounts 132,896,593
Certificate of Deposits 1,391,486 71,185,231
Jumbo CDs 400,000 35,803,389
Repurchase Agreements 40,195,017
FHLB Advances 6,000,000 14,000,000
Long term debt 6,000,000
--------------------------------------------
Total Interest Bearing Liabilities $7,791,486 $69,274,644 $405,203,138
Non-Interest Bearing Liabilities 2,662,482 2,662,482
Equity 21,635,844 21,635,844
--------------------------------------------
Total Liabilities & Shareholders' Equity $7,791,486 $93,572,970 $429,501,464
============================================
Interest Sensitivity Gap per Period $55,992,010 ($64,770,414)
Cumulative Interest Sensitivity Gap $64,770,414 $0
Interest Sensitivity Gap as a Percentage
of Earning Assets 13.95% -16.13%
</TABLE>
26
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Cumulative Sensitivity Gap as a
Percentage of Earning Assets -12.05% -11.09% -8.11% -4.40% 2.19% 16.13%
</TABLE>
<TABLE>
<S> <C> <C>
Cumulative Sensitivity Gap as a
Percentage of Earning Assets 0.00%
</TABLE>
27
<PAGE>
CAPITAL RESOURCES
The Corporation's only source of capital since commencing operations has been
from issuance of common stock, results of operations, and the issuance of long
term debt to a non-affiliated third party.
The Corporation incurred indebtedness in the amount of $6,000,000 pursuant to a
Revolving Credit Agreement with Harris Trust and Savings Bank dated March 26,
1999. The aggregate amount of the revolving line of credit is $7,500,000
maturing December 31, 2005. Mandatory principal payments based on amounts
outstanding at December 31, 1999 are due as follows, thus reducing the aggregate
line amounts available:
<TABLE>
<CAPTION>
Date Amount
---- -------
<S> <C>
December 31, 2003 $3,000,000
December 31, 2004 $1,000,000
December 31, 2005 $3,500,000
----------
$6,000,000
</TABLE>
There are many different interest rate options available. Each option is
available for a fixed term of one to three months. As of December 31, 1999, the
Corporation was paying Adjusted LIBOR plus 2.0% which equated to 8.21%. Interest
payments are due quarterly. The Corporation also pays a commitment fee of .25%
per annum on the average daily unused portion of the line of credit. This line
is collateralized by the issued and outstanding stock of the Bank. In addition,
this agreement requires the maintenance of certain ratios and compliance with
various other restrictive covenants. The Corporation made a $6,000,000 capital
contribution to the Bank from the loan proceeds.
All of the FHLB advances have a fixed interest rate and require monthly interest
payments. The principal balances for each of the advances is due at maturity.
The advances are secured by a pledge covering certain of the Corporation's
mortgage loans and investment securities. A schedule of the FHLB advances is as
follows:
<TABLE>
<CAPTION>
Amount Rate Maturity
------------------------------------------
<S> <C> <C>
$2,000,000 6.40% 08/01/2001
6,000,000 5.66% 09/04/2003
3,000,000 5.39% 10/03/2005
3,000,000 5.55% 10/02/2005
----------
$14,000,000
===========
</TABLE>
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, 1999. Pertinent capital ratios for the
Corporation as of December 31, 1999 are as follows:
<TABLE>
<CAPTION>
Minimum
Actual Requirements
------ ------------
<S> <C> <C>
Tier 1 risk-based capital ratio 7.2% 4.0%
Total risk-based capital ratio 8.4% 8.0%
Leverage ratio 5.0% 4.0%
</TABLE>
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
28
<PAGE>
amount of loans the Bank may make to the Corporation, subject to certain
collateral requirements. No dividends were declared, or loans made, during 1999
or 1998 by the Bank to the Corporation.
29
<PAGE>
FORWARD-LOOKING STATEMENTS
The sections that follow, Quantitative and Qualitative Disclosures about Market
Risk and Other, contain certain forward-looking statements (as defined in the
Private Securities Litigation Reform Act of 1995). These forward-looking
statements involve significant risks and uncertainties including changes in
general economic and financial market conditions, the Corporation's ability to
execute its business plans. Although the Corporation believes the expectations
reflected in such forward-looking statements are reasonable, actual results may
differ materially.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT 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, 1999 (in $000's):
<TABLE>
<CAPTION>
Current Cost/revenue
Under 1 Year Over 1 Year Total
------------ ----------- -----
<S> <C> <C> <C>
Assets $17,878 $11,844 $29,722
Liabilities / Equity 12,985 2,365 15,350
------------ ----------- ---------
Net Interest Income $4,893 $9,479 $ 14,372
Shock Calculation Cost/Revenue
UNDER 1 YEAR OVER 1 YEAR TOTAL
------------ ----------- -----
Assets $23,048 $11,844 $34,892
Liabilities / Equity 18,402 2,365 20,767
------------ ----------- ---------
Net Interest Income $4,646 $9,479 $14,125
Summary:
Net interest income - current $14,372
Net interest income - shocked 14,125
------------
Change $ $ (246)
Change % -1.74%
</TABLE>
30
<PAGE>
OTHER
YEAR 2000
The Corporation established and implemented a plan to thoroughly address the
issues related to the Year 2000. Management of the Corporation finished an
assessment of systems, programs, computers, and equipment used in the daily
operation of the Bank, concluding that after remediation of certain programs and
equipment all key systems are Year 2000 compliant. Key systems were
satisfactorily tested to affirm management's assessment of such compliance.
The Corporation has not discovered any problems related to the Year 2000
subsequent to December 31, 1999. Regular status reports were made by management
to the Bank's Board of Directors.
Since the Bank's main computer and software services are provided by outside
third-party vendors, the cost to make computer systems and software and
operating equipment Year 2000 compliant was immaterial.
31
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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, 1999 and 1998, and the
related consolidated statements of income, shareholders' equity and cash flows
for each of the three years in the period ended December 31, 1999. These
financial statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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, 1999 and 1998, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States.
/S/
Ernst & Young LLP
Indianapolis, Indiana
January 28, 2000
32
<PAGE>
The National Bank of Indianapolis Corporation
Consolidated Balance Sheets
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
---------------------------------------
ASSETS
<S> <C> <C>
Cash and due from banks $ 34,809,536 $ 26,547,970
Federal funds sold 17,302,304 16,150,000
Available-for-sale securities 46,163,821 67,428,673
Held-to-maturity securities 7,698,420 10,964,214
---------------------------------------
Total investment securities 53,862,241 78,392,887
Loans 311,477,835 227,847,742
Less: Allowance for loan losses (3,392,587) (2,626,279)
---------------------------------------
Net loans 308,085,248 225,221,463
Premises and equipment 7,925,669 7,124,929
Accrued interest receivable 3,296,010 1,774,536
Stock in federal banks 1,797,500 1,314,600
Other assets 2,422,956 2,073,716
---------------------------------------
Total assets $ 429,501,464 $ 358,600,101
=======================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing demand deposits $ 66,799,489 $ 54,670,008
Money market and saving deposits 171,147,030 134,746,677
Time deposits over $100,000 35,403,389 40,617,911
Other time deposits 71,658,213 67,879,165
---------------------------------------
Total deposits 345,008,121 297,913,761
Security repurchase agreements 40,195,017 25,558,206
FHLB advances 14,000,000 14,000,000
Long-term debt 6,000,000
-
Other liabilities 2,662,482
1,772,702
---------------------------------------
Total liabilities 407,865,620 339,244,669
Shareholders' equity:
Common stock, no par value:
Authorized shares; 1999 and 1998-3,000,000
Issued and outstanding shares; 1999-1,950,171;
1998-1,908,279 20,534,340 19,747,320
Unearned compensation (817,014) (460,394)
Retained earnings 1,943,274 112,954
Accumulated other comprehensive income (24,756) (44,448)
---------------------------------------
Total shareholders' equity 21,635,844 19,355,432
---------------------------------------
Total liabilities and shareholders' equity $ 429,501,464 $ 358,600,101
=======================================
</TABLE>
SEE ACCOMPANYING NOTES.
33
<PAGE>
The National Bank of Indianapolis Corporation
Consolidated Statements of Income
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1999 1998 1997
---------------------------------------------------------
<S> <C> <C> <C>
Interest income:
Interest and fees on loans $ 20,639,845 $ 15,224,821 $ 11,392,221
Interest on investment securities 4,420,281 4,284,039 3,251,929
Interest on federal funds sold 1,187,062 1,542,918 953,169
---------------------------------------------------------
Total interest income 26,247,188 21,051,778 15,597,319
Interest expense:
Interest on deposits 11,625,462 10,751,116 8,116,427
Interest on repurchase agreements 1,603,397 1,281,340 758,815
Interest on FHLB advances 806,777 323,215 129,778
Long term debt 319,274 - -
Other - 10,871 -
---------------------------------------------------------
Total interest expense 14,354,910 12,366,542 9,005,020
---------------------------------------------------------
Net interest income 11,892,278 8,685,236 6,592,299
Provision for loan losses 1,010,000 680,000 624,000
---------------------------------------------------------
Net interest income after provision for loan losses 10,882,278 8,005,236 5,968,299
Other operating income:
Trust fees and commissions 1,279,621 942,875 710,543
Building rental income 636,048 80,511 -
Service charges and fees on deposit accounts 539,468 318,593 239,040
Net gain on sale of mortgage loans 66,698 203,354 84,716
Other income 840,603 495,711 262,897
---------------------------------------------------------
Total other operating income 3,362,438 2,041,044 1,297,196
Other operating expenses:
Salaries, wages, and employee benefits 6,332,548 4,602,132 3,402,913
Net occupancy expense 1,102,170 651,269 508,631
Furniture and equipment expense 603,637 537,216 438,617
Professional services 556,707 435,210 341,883
Data processing 651,720 460,172 369,080
Business development 383,889 318,344 228,906
Other expenses 1,567,164 1,164,091 801,337
---------------------------------------------------------
Total other operating expenses 11,197,835 8,168,434 6,091,367
---------------------------------------------------------
Net income before tax 3,046,881 1,877,846 1,174,128
Federal and state income tax 1,216,561 197,500 -
---------------------------------------------------------
Net income after tax $ 1,830,320 $ 1,680,346 $ 1,174,128
=========================================================
Basic earnings per share $0.97 $0.90 $0.64
=========================================================
Diluted earnings per share $0.88 $0.84 $0.61
=========================================================
</TABLE>
34
<PAGE>
The National Bank of Indianapolis Corporation
Consolidated Statements of Shareholders' Equity
<TABLE>
<CAPTION>
ACCUMULATED
RETAINED AND OTHER
COMMON UNEARNED EARNINGS COMPREHENSIVE
STOCK COMPENSATION (DEFICIT) INCOME TOTAL
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1996 $ 18,645,376 $ - $ (2,741,520) $ 95,448 $ 15,999,304
Comprehensive income:
Net income - - 1,174,128 - 1,174,128
Other comprehensive income
Net unrealized loss on
investments - - - (95,000) (95,000)
----------------
Total comprehensive income - - - - 1,079,128
Issuance of stock (79,658 shares) 1,015,757 (849,465) - - 166,292
Compensation earned - 149,523 - - 149,523
-----------------------------------------------------------------------------
Balance at December 31, 1997 19,661,133 (699,942) (1,567,392) 448 17,394,247
Comprehensive income:
Net income - - 1,680,346 - 1,680,346
Other comprehensive income
Net unrealized loss on
investments, net of tax
of $32,852
- - - (44,896) (44,896)
----------------
Total comprehensive income - - - - 1,635,450
Issuance of stock (6,846 shares) 86,187 (14,000) - - 72,187
Compensation earned
- 253,548 - - 253,548
-----------------------------------------------------------------------------
Balance at December 31, 1998 19,747,320 (460,394) 112,954 (44,448) 19,355,432
Comprehensive income:
Net income - - 1,830,320 - 1,830,320
Other comprehensive income
Net unrealized gain on
investments, net of tax
of $16,614 - - - 19,692 19,692
----------------
Total comprehensive income 1,850,012
Issuance of stock (41,892 shares) 787,020 (684,000) - - 103,020
Compensation earned - 327,380 - - 327,380
-----------------------------------------------------------------------------
Balance at December 31, 1999 $ 20,534,340 $ (817,014) $1,943,274 $ (24,756) $ 21,635,844
=============================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
35
<PAGE>
The National Bank of Indianapolis Corporation
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1999 1998 1997
-----------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 1,830,320 $ 1,680,346 $ 1,174,128
Adjustments to reconcile net income to net
cash provided by operating
activities:
Provision for loan losses 1,010,000 680,000 624,000
Depreciation and amortization 758,900 608,624 513,197
Net accretion of investments (1,213,816) (714,539) (436,467)
Unearned compensation amortization 327,380 253,548 149,523
(Increase) in:
Interest receivable (1,521,474) (88,775) (488,251)
Other assets (365,854) (1,494,150) (117,241)
Increase in:
Other liabilities 889,780 675,435 109,603
-----------------------------------------------
Net cash provided by operating activities 1,715,236 1,600,489 1,528,492
INVESTING ACTIVITIES
Net change in federal funds sold (1,152,304) (725,000) 5,250,000
Proceeds from maturities of investment
securities held to maturity 5,174,107 2,369,193 5,130,350
Proceeds from maturities of investment
securities available for sale 132,636,137 84,204,222 50,497,348
Purchases of investment securities held to maturity (2,302,070) (1,117,056) (8,571,759)
Purchases of investment securities available for sale (110,210,306) (110,213,847) (62,040,168)
Net increase in loans (83,873,785) (69,959,495) (35,090,195)
Purchases of premises and equipment (1,559,640) (4,025,646) (644,987)
-----------------------------------------------
Net cash used by investing activities (61,287,861) (99,467,629) (45,469,411)
FINANCING ACTIVITIES
Net increase in deposits 47,094,360 94,680,122 33,085,577
Increase in security repurchase agreements 14,636,811 6,216,651 7,358,206
Increase in FHLB advances - 12,000,000 -
Proceeds from issuance of long-term debt 6,000,000 - -
Proceeds from issuance of stock 103,020 72,187 166,292
-----------------------------------------------
Net cash provided by financing activities 67,834,191 112,968,960 40,610,075
-----------------------------------------------
Increase (decrease) in cash and cash equivalents 8,261,566 15,101,820 (3,330,844)
Cash and cash equivalents at beginning of year 26,547,970 11,446,150 14,776,994
-----------------------------------------------
Cash and cash equivalents at end of year $ 34,809,536 $ 26,547,970 $ 11,446,150
===============================================
Interest paid $ 14,120,910 $ 12,221,455 $ 8,932,800
===============================================
Income taxes paid $ 1,405,028 $ 1,304,090 $ 72,147
===============================================
</TABLE>
SEE ACCOMPANYING NOTES.
36
<PAGE>
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.
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.
37
<PAGE>
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.
EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income applicable to common
shareholders by the weighted average numbers of shares of common shares
outstanding for the period. Diluted earnings per share is computed by dividing
an adjusted net income by the sum of the weighted average number of shares and
the potentially dilutive shares that could be issued through stock award
programs or convertible securities.
RECLASSIFICATIONS
Certain amounts in the 1998 and 1997 financial statements have been reclassified
to conform with the 1999 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.
COMPREHENSIVE INCOME
Comprehensive income is defined as net income plus other comprehensive income,
which, under existing accounting standards includes foreign currency items,
minimum pension liability adjustments and unrealized gains and losses on certain
investments in debt and equity securities. Comprehensive income is reported by
the Corporation in the consolidated statements of shareholders' equity.
2. RECENT ACCOUNTING AND REPORTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) 133,
38
<PAGE>
"Accounting for Derivative Instruments and Hedging Activities," which requires
all derivative instruments to be recognized at fair value as either assets or
liabilities in the balance sheet. Changes in the fair value of a derivative
instrument are to be reported as earnings or other comprehensive income,
depending upon the intended use of the derivative instrument.
39
<PAGE>
2. RECENT ACCOUNTING AND REPORTING PRONOUNCEMENTS (CONTINUED)
In June 1999, the FASB issued SFAS 137, "Accounting for Derivative Instruments
and Hedging Activities - Deferral of the Effective Date of FASB Statement No.
133," which defers the effective date of SFAS 133 for one year, to years
beginning after June 15, 2000. Adoption of SFAS 133 is not expected to have a
material impact on the Corporation's consolidated results of operations or
financial position.
3. 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 $4,800,000 and $25,000 at
December 31, 1999 and 1998, respectively.
4. 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, 1999
U.S. Treasury securities $29,026,049 $ 9,474 $(20,852) $29,014,671
U.S. Government agencies 10,000,000 - (22,200) 9,977,800
Collateralized mortgage obligations
6,970,433 8,523 (16,133) 6,962,823
Asset-backed securities 208,333 194 - 208,527
-----------------------------------------------------------------------
$46,204,815 $18,191 $(59,185) $46,163,821
=======================================================================
DECEMBER 31, 1998
U.S. Treasury securities $ 6,496,513 $ 9,775 $ (6,428) $ 6,499,860
U.S. Government agencies 42,175,157 678 (22,534) 42,153,301
Collateralized mortgage obligations 15,984,303 13,252 (73,043) 15,924,512
Asset-backed securities 2,850,000 1,000 - 2,851,000
=======================================================================
$67,505,973 $24,705 $(102,005) $67,428,673
=======================================================================
</TABLE>
40
<PAGE>
4. INVESTMENT SECURITIES (CONTINUED)
<TABLE>
<CAPTION>
HELD-TO-MATURITY SECURITIES
-----------------------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAIN LOSS VALUE
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1999
Collateralized mortgage obligations $ 7,156,647 $ 5,551 $(82,378) $7,079,820
Other securities 541,773 6,541 (11) 548,303
-----------------------------------------------------------------------
$ 7,698,420 $12,092 $(82,389) $7,628,123
=======================================================================
DECEMBER 31, 1998
Collateralized mortgage obligations $10,839,214 $75,600 $(333) $10,914,481
Other securities 125,000 4,488 - 129,488
=======================================================================
$10,964,214 $80,088 $(333) $11,043,969
=======================================================================
</TABLE>
There were no sales of investment securities in 1999, 1998 or 1997.
Investment securities with a carrying value of approximately $41,200,000 and
$32,100,000 at December 31, 1999 and 1998, 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, 1999, by contractual maturity, are shown below.
Expected maturities will differ from contractual maturities because the issuers
of the securities may have the right to prepay obligations without prepayment
penalties.
<TABLE>
<CAPTION>
ESTIMATED
AMORTIZED FAIR
COST VALUE
------------------------------------
<S> <C> <C>
AVAILABLE-FOR-SALE
Due in one year or less $40,274,765 $40,262,348
Due after one year through five years 5,930,050 5,901,473
====================================
$46,204,815 $46,163,821
====================================
HELD-TO-MATURITY
Due after one year through five years $ 416,773 $ 423,314
Due after five years through ten years 125,000 124,989
Collateralized mortgage obligations 7,156,647 7,079,820
------------------------------------
====================================
$ 7,698,420 $ 7,628,123
====================================
</TABLE>
5. LOANS AND LOAN COMMITMENTS
Loans consist of the following at December 31:
<TABLE>
<CAPTION>
1999 1998
------------------------------------
<S> <C> <C>
Loans secured by real estate $179,569,663 $126,731,804
Commercial and industrial loans 97,669,242 64,559,573
Loans to individuals for household, family, and
other consumer expenditures 34,238,930 36,556,365
------------------------------------
Total loans $311,477,835 $227,847,742
====================================
</TABLE>
In the normal course of business, the Corporation has outstanding letters of
credit and loan commitments to meet the financing needs of its customers. At
December 31, 1999 and 1998, unused loan commitments totaled approximately
$108,956,004 and $79,746,309,
41
<PAGE>
respectively. Since some of these commitments are expected to expire without
being drawn upon, the outstanding amounts do not necessarily represent future
cash requirements.
42
<PAGE>
5. LOANS AND LOAN COMMITMENTS (CONTINUED)
Activity in the allowance for loan losses was as follows:
<TABLE>
<CAPTION>
1999 1998 1997
--------------------------------------------------------
<S> <C> <C> <C>
Beginning balance $2,626,279 $1,963,040 $1,355,800
Loans charged off (net) (243,692) (16,761) (16,760)
Provision for loan losses 1,010,000 680,000 624,000
========================================================
Ending balance $3,392,587 $2,626,279 $1,963,040
========================================================
</TABLE>
At December 31, 1999 four loans with a combined balance of $384,789 were
considered to be impaired. No loans were determined to be impaired at December
31, 1998. The average balance of impaired loans during 1999 and 1998 was
immaterial.
Loans are entirely to borrowers in the Central Indiana area.
6. PREMISES AND EQUIPMENT
Premises and equipment consist of the following:
<TABLE>
<CAPTION>
1999 1998
------------------------------------
<S> <C> <C>
Land and improvements $ 2,270,444 $ 2,270,444
Building and improvements 3,694,573 3,315,464
Construction in progress 65,649 53,945
Leasehold improvements 984,352 847,931
Furniture and equipment 3,857,100 2,824,693
------------------------------------
10,872,118 9,312,477
Less accumulated depreciation and amortization (2,946,449) (2,187,548)
------------------------------------
Net premises and equipment $ 7,925,669 $ 7,124,929
====================================
</TABLE>
The Corporation purchased the downtown office building which houses the main
office and was previously being leased from a third party on December 2, 1998
for $3,100,000.
Certain Corporation facilities and equipment are leased under various operating
leases. Rental expense under these leases was $95,086, $309,255, and $246,996
for 1999, 1998, and 1997, respectively.
Future minimum rental commitments under noncancelable leases are:
<TABLE>
<S> <C>
2000 $ 159,722
2001 165,383
2002 147,601
2003 144,881
2004 126,735
Thereafter 620,864
=======================
$1,365,186
=======================
</TABLE>
7. LOAN SERVICING
Mortgage loans serviced for others are not included in the accompanying
consolidated statements of financial condition. The unpaid principal balances of
mortgage loans serviced for others was $41,562,991 and $37,146,000 at December
31, 1999 and 1998, respectively.
43
<PAGE>
8. DEPOSITS
At December 31, 1999 the stated maturities of time deposits are as follows:
<TABLE>
<CAPTION>
GREATER
LESS THAN THAN
$100,000 $100,000
------------------------------------
<S> <C> <C>
Mature in three months or less $18,696,533 $14,328,818
Mature after three months through six months 15,595,625 4,157,173
Mature after six months through twelve months 16,493,280 9,730,238
Mature in 2001 9,267,495 4,930,466
Mature in 2002 7,115,600 1,608,343
Thereafter 4,489,680 648,351
====================================
$71,658,213 $35,403,389
====================================
</TABLE>
9. OTHER BORROWINGS
Security repurchase agreements are short-term borrowings that generally mature
within one to three days from the transaction date. At December 31, 1999 and
1998 the weighted average interest rate on these borrowings was 4.71% and 4.83%,
respectively.
All of the FHLB advances have a fixed interest rate and require monthly interest
payments. The principal balances for each of the advances is due at maturity.
The advances are secured by a pledge covering certain of the Corporation's
mortgage loans and investment securities. A schedule of the FHLB advances is as
follows:
<TABLE>
<CAPTION>
AMOUNT RATE MATURITY
---------------------- -------------------- --------------------
<S> <C> <C> <C>
$2,000,000 6.40% 08/1/2001
6,000,000 5.66% 09/4/2003
3,000,000 5.39% 10/3/2005
3,000,000 5.55% 10/2/2008
======================
$14,000,000
======================
</TABLE>
The Corporation incurred indebtedness in the amount of $6,000,000 pursuant to a
Revolving Credit Agreement with Harris Trust and Savings Bank dated March 26,
1999. The aggregate amount of the revolving line of credit is $7,500,000
maturing December 31, 2005. Mandatory principal payments based on amounts
outstanding at December 31, 1999 are due as follows, thus reducing the aggregate
line amount available:
<TABLE>
<CAPTION>
DATE AMOUNT
------------------------------ ---------------------
<S> <C>
December 31, 2003 $1,500,000
December 31, 2004 1,000,000
December 31, 2005 3,500,000
---------------------
$6,000,000
=====================
</TABLE>
There are many different interest rate options available. Each option is
available for a fixed term of one to three months. As of December 31, 1999, the
Corporation was paying Adjusted LIBOR plus 2.0% which equated to 8.21%. Interest
payments are due quarterly. The Corporation also pays a commitment fee of .25%
per annum on the average daily unused portion of the line of credit. This line
is collateralized by the issued and outstanding stock of the Bank. In addition,
this agreement requires the maintenance of certain ratios and compliance with
various other restrictive covenants. The Corporation made a $6,000,000 capital
contribution to the Bank from the loan proceeds.
44
<PAGE>
10. 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, 90,000 shares in 1996, and
an additional 150,000 shares during 1999 to be reserved for issuance under the
Corporation's stock option plan. All of the options in these plans remain
exercisable for a period of 10 years from the date of issuance, subject to the
terms and conditions of the plans.
Shares subject to outstanding options are summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998 1997
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
OPTIONS PRICE OPTIONS PRICE OPTIONS PRICE
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Options outstanding at
beginning of year 190,000 $11.36 175,400 $11.01 131,500 $10.29
New options granted 97,500 $19.00 17,000 $14.82 47,500 $12.93
Options exercised - - (2,400) $10.00 (1,800) $10.00
Options forfeited - - - - (1,800) $10.00
--------------- ---------------- ----------------
Options outstanding at end of
year 287,500 $13.95 190,000 $11.36 175,400 $11.01
=============== ================ ================
Exercisable at year end 183,600 $11.76 163,000 $11.09 128,600 $10.70
Weighted-average fair value of
options granted during the year
$8.55 $5.74 $5.64
</TABLE>
As of December 31, 1999 total shares which may be purchased under the plans is
287,500 with option prices ranging from $10.00 to $19.00. The weighted-average
remaining contractual life of those options is 7.0 years.
10. STOCK OPTION AND EMPLOYEE BENEFIT PROGRAMS (CONTINUED)
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, 20,000 shares in 1996, and an additional 40,000 shares in 1999. 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 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 1998, the Corporation issued 1,000 shares pursuant to the 1993 restricted
stock plan. These shares vest 20% per year beginning with the first vesting date
of January 1, 1999 and will be fully vested on January 1, 2003. The Corporation
recorded the stock issuance in shareholders' equity with an offsetting
contra-equity account, unearned compensation, in the amount of $14,000. The
unearned compensation is being amortized over the vesting period.
45
<PAGE>
In 1999, the Corporation issued 36,000 shares pursuant to the 1993 restricted
stock plan. These shares vest on a cliff vesting schedule. The employee must
remain as an employee of the Corporation for a period of at least five years to
become fully vested. The shares may become fully vested on June 30, 2004. The
Corporation recorded the stock issuance in shareholders' equity with an
offsetting contra-equity account, unearned compensation, in the amount of
$684,000. 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
FASB Statement No. 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
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, 1998, when compensation was recorded for
these shares as a result of modifications of the restrictions. The Corporation's
pro forma information follows:
<TABLE>
<CAPTION>
1999 1998 1997
----------------------------------------------------
<S> <C> <C> <C>
Pro forma net income $1,661,194 $1,561,978 $1,047,828
Pro forma earnings per share:
Basic $ .88 $ .84 $ .57
Diluted $ .80 $ .78 $ .55
</TABLE>
The Corporation has 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 $75,000, $55,000, and $39,000 for employer contributions to the
plan during 1999, 1998, and 1997, respectively.
46
<PAGE>
11. 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 1999,
1998, or 1997 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, 1999, the Bank's Tier 1
capital, consisting of shareholders' equity, was $27,173,794. Tier 2 capital,
which consists of the allowance for loan losses, amounted to $3,392,587. Total
qualifying capital, combining Tier 1 and Tier 2 capital, therefore, amounted to
$30,566,381 and risk-weighted assets (including off-balance sheet exposures)
totaled $298,385,108 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 Bank's regulatory capital ratios are above
minimum levels as of December 31, 1999 and 1998.
<TABLE>
<CAPTION>
MINIMUM
ACTUAL REQUIREMENTS
--------------------------------------
<S> <C> <C>
AS OF DECEMBER 31, 1999
Tier 1 risk-based capital ratio 9.1% 4.0%
Total risk-based capital ratio 10.2 8.0
Leverage ratio 6.3 4.0
AS OF DECEMBER 31, 1998
Tier 1 risk-based capital ratio 8.3% 4.0%
Total risk-based capital ratio 9.5 8.0
Leverage ratio 5.5 4.0
</TABLE>
12. 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 1999. The aggregate dollar amount of these
loans was approximately $5,188,640 and $4,917,128 on December 31, 1999 and 1998,
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 1999, new loans to these parties amounted to $2,140,252 and repayments
amounted to $1,868,740.
13. 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:
<TABLE>
<CAPTION>
1999 1998 1997
------------------------------------------------------
<S> <C> <C> <C>
Current tax expense $1,417,719 $1,068,011 $808,000
Net operating loss carryforward benefit - - (409,000)
Deferred tax benefit (201,158) (316,944) (295,000)
Reduce valuation allowance for deferred
tax assets - (553,567) (104,000)
======================================================
$1,216,561 $ 197,500 $ -
======================================================
</TABLE>
47
<PAGE>
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
The components of the Corporation's net deferred tax assets in the consolidated
statement of condition as of December 31 are as follows:
<TABLE>
<CAPTION>
1999 1998
------------------------------------
<S> <C> <C>
Deferred tax assets:
Allowance for loan losses $1,343,804 $1,040,269
Other 300,127 255,219
------------------------------------
Total deferred tax assets 1,643,931 1,295,488
Deferred tax liability:
Mortgage servicing rights (161,665) -
Valuation allowance for deferred tax assets - -
------------------------------------
Net deferred tax assets $1,482,266 $1,295,488
====================================
</TABLE>
14. FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement No. 107, "Disclosures About Fair Value of Financial Instruments,"
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is practicable to
estimate that value. In cases where quoted market prices are not available, fair
values are based on estimates using present value or other valuation techniques.
Those techniques are significantly affected by the assumptions used, including
the discount rate and estimates of future cash flows. In that regard, the
derived fair value estimates cannot be substantiated by comparison to
independent markets and, in many cases, could not be realized in immediate
settlement of the instrument. Statement No. 107 excludes certain financial
instruments and all nonfinancial instruments from its disclosure requirements.
Accordingly, the aggregate fair value amounts presented do not represent the
underlying value of the Corporation.
The following methods and assumptions were used by the Corporation in estimating
its fair value disclosures for financial instruments:
CASH AND SHORT-TERM INVESTMENTS: The carrying amounts reported in the
balance sheet for cash and short-term investments approximate those assets' fair
values.
INVESTMENT SECURITIES (INCLUDING COLLATERAL MORTGAGE OBLIGATIONS AND STOCK
IN FEDERAL BANKS): 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.
48
<PAGE>
14. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
SHORT-TERM BORROWINGS: The carrying amounts of borrowings under repurchase
agreements, and other short-term borrowings approximate their fair values.
LONG-TERM DEBT: The carrying amounts of borrowings under a long-term
revolving line of credit approximate their fair values.
OFF-BALANCES-SHEET INSTRUMENTS: Fair values of the Corporation's
off-balance-sheet instruments (loan commitments) are based on quoted fees
currently charged to enter into similar agreements, taking into account the
counterparties' credit standing.
The estimated fair values of the Corporation's financial instruments at December
31 are as follows:
<TABLE>
<CAPTION>
1999 1998
-----------------------------------------------------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 34,809,536 $34,809,536 $ 26,547,970 $ 26,547,970
Federal funds sold 17,302,304 17,302,304 16,150,000 16,150,000
Investment securities available-for-sale
46,163,821 46,163,821 67,428,673 67,428,673
Investment securities held-to-maturity
7,698,420 7,628,123 12,278,814 12,358,569
Stock in federal banks 1,797,500 1,797,500 1,314,600 1,314,600
Net loans 308,085,248 307,113,000 225,221,463 227,338,847
LIABILITIES
Deposits 345,008,121 344,588,000 297,913,761 299,408,327
Short-term borrowings 40,195,017 40,195,017 25,558,206 25,558,206
FHLB advances 14,000,000 14,000,000 14,000,000 14,000,000
Long-term debt 6,000,000 6,000,000 - -
OFF-BALANCE-SHEET INSTRUMENTS
Loan commitments - 206,547 - 147,726
Standby and commercial letters of credit
- 44,467 - 50,431
</TABLE>
49
<PAGE>
15. EARNINGS PER SHARE
Basic net income per common share is computed by dividing net income applicable
to common stock by the weighted average number of shares of common stock
outstanding during the period. Diluted net income per common share is computed
by dividing net income applicable to common stock by the weighted average number
of shares, nonvested stock and dilutive common stock equivalents outstanding
during the period. Common stock equivalents consist of common stock issuable
under the assumed exercise of warrants and stock options granted under the
Corporation's stock plans, using the treasury stock method. A computation of
earnings per share follows:
<TABLE>
<CAPTION>
1999 1998 1997
-----------------------------------------------------
<S> <C> <C> <C>
Basic average shares outstanding 1,888,514 1,867,710 1,830,600
=====================================================
Net income $1,830,320 $1,680,346 $1,174,128
=====================================================
Basic net income per common share $0.97 $0.90 $0.64
=====================================================
Diluted
Average shares outstanding 1,888,514 1,867,710 1,830,600
Nonvested restricted stock 35,820 23,520 39,300
Common stock equivalents
Net effect of the assumed exercise of stock options 45,831 27,710 15,077
Net effect of the assumed exercise of warrants 113,974 76,905 46,589
-----------------------------------------------------
Diluted average shares 2,084,139 1,995,845 1,931,566
=====================================================
Net income $1,830,320 $1,680,346 $1,174,128
=====================================================
Diluted net income per common share $0.88 $0.84 $0.61
=====================================================
</TABLE>
50
<PAGE>
16. PARENT COMPANY FINANCIAL STATEMENTS
The condensed financial statements of the Corporation, prepared on a parent
company unconsolidated basis, are presented as follows:
BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
------------------------------------
<S> <C> <C>
ASSETS
Cash $ 558,183 $ 472,073
Investment in The National Bank of Indianapolis 27,189,852 18,969,359
------------------------------------
Total assets $27,748,035 $19,441,432
====================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Other liabilities $ 112,191 $ 86,000
Long-term debt 6,000,000 -
------------------------------------
Total liabilities 6,112,191 86,000
Shareholders' equity 21,635,844 19,355,432
------------------------------------
Total liabilities and shareholders' equity $27,748,035 $19,441,432
====================================
</TABLE>
<TABLE>
<CAPTION>
STATEMENTS OF INCOME YEARS ENDED DECEMBER 31
1999 1998 1997
-----------------------------------------------------
<S> <C> <C> <C>
Interest income $ 10,938 $ 9,299 $ 51,905
Interest expense 319,274 - -
Other operating expenses:
Unearned compensation amortization 327,380 253,493 149,523
Other expenses 31,092 25,212 28,837
-----------------------------------------------------
Total other operating expenses 358,472 278,705 178,360
-----------------------------------------------------
Net loss before tax benefit and equity in undistributed
net loss of The National Bank of Indianapolis (666,808) (269,406) (126,455)
Tax benefit 296,326 106,712 -
-----------------------------------------------------
Net loss before equity in undistributed net income of The National
Bank of Indianapolis (370,482) (162,694) (126,455)
Equity in undistributed net income of The National Bank of
Indianapolis 2,200,802 1,843,040 1,300,583
-----------------------------------------------------
Net income $1,830,320 $1,680,346 $1,174,128
=====================================================
</TABLE>
51
<PAGE>
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
1999 1998 1997
-----------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 1,830,320 $1,680,346 $1,174,128
Adjustments to reconcile net income to net cash provided by
operating activities:
Undistributed income of The National Bank of Indianapolis
(2,200,802) (1,843,040) (1,300,583)
Unearned compensation amortization 327,380 253,493 149,523
Increase in other liabilities 26,192 62,823 423
-----------------------------------------------------
Net cash (used by) provided by operating activities (16,910) 153,622 23,491
INVESTING ACTIVITIES
Capital contribution to The National Bank of Indianapolis
(6,000,000) - (1,000,000)
-----------------------------------------------------
Net cash used by investing activities (6,000,000) - (1,000,000)
FINANCING ACTIVITIES
Proceeds from issuance of stock 103,020 72,187 166,292
Proceeds of issuance of long-term debt 6,000,000 - -
-----------------------------------------------------
Net cash provided by financing activities 6,103,020 72,187 166,292
-----------------------------------------------------
Increase in cash and cash equivalents 86,110 225,809 (810,217)
Cash and cash equivalents at beginning of year 472,073 246,264 1,056,481
=====================================================
Cash and cash equivalents at end of year $ 558,183 $ 472,073 $246,264
=====================================================
</TABLE>
52
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following sets forth information as to each director and executive
officer of the Corporation and the Bank as of December 31, 1999, 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.
KATHRYN G. BETLEY - AGE 57, 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 active community volunteer in the Indianapolis area and is involved
with and serves on the boards of many civic organizations.
JAMES M. CORNELIUS - AGE 56, TERM EXPIRES 2001. 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, Lilly Industries, Inc., and The Chubb
Corporation. He served as a director of Indiana National Bank from 1982 through
1992.
DAVID R. FRICK - AGE 55, TERM EXPIRES 2000. Mr. Frick, a director, is
the executive vice president and chief legal and administrative officer of
Anthem, Inc. (a health care management and health insurance 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 a director of Artistic Media Partners, Inc., Anthem
Foundation, Inc., Anthem Life Insurance Company of California, Anthem Life
Insurance Company of Indiana, Anthem Companies, Inc., and Associated Group, Inc.
ANDRE B. LACY - AGE 60, TERM EXPIRES 2002. 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 Distributions, Inc.; Major
Video Concepts; Tucker-Rocky Distributing; Answer Products, Inc.; and
FinishMaster, 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; Patterson Dental Company, St. Paul, Minnesota; Herff Jones,
Indianapolis, Indiana; and FinishMaster, Inc., Indianapolis, Indiana.
53
<PAGE>
G. BENJAMIN LANTZ, JR. - AGE 63, TERM EXPIRES 2001. Dr. Lantz, a
director, was president of the University of Indianapolis from 1988 through May
1998. He is currently retired. 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.
WILLIAM J. LOVEDAY - AGE 56, TERM EXPIRES 2001. Mr. Loveday, a
director, is currently the president and chief executive officer of Clarian
Health Partners, Inc. Mr. Loveday has served in that capacity since 1988. 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.
MICHAEL S. MAURER - AGE 57, TERM EXPIRES 2001. 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-FM, 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, INDIANA LAWYER, AND SENIOR BEACON. 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 48, TERM EXPIRES 2002. 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 56, 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.
TODD H. STUART - AGE 35, TERM EXPIRES 2002. 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
54
<PAGE>
supervision of more than 40 employees. Mr. Stuart is also a director of
Brightpoint, Inc.
DEBRA L. ROSS - AGE 38. Ms. Ross is the chief financial officer of the
Corporation and the Bank. She was employed as a staff accountant at KPMG-Peat
Marwick from 1987 to 1989. From 1989 to 1993 she 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.
EXECUTIVE OFFICERS OF THE CORPORATION
The executive officers of the Corporation, all of whom serve for a one
year term, consist of Michael S. Maurer, chairman of the board; Morris L.
Maurer, president and chief executive officer; Philip B. Roby, executive vice
president, chief operating officer and chief lending officer; and Debra L. Ross,
chief financial officer.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Directors of the Corporation and the Bank did not receive a fee in cash
for serving in such capacity during 1999 and neither the Corporation nor the
Bank are currently paying any director fees in cash. 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 1999, Messrs. Cornelius, Frick, Lacy, Lantz, Loveday and Stuart
and Ms. Betley each were granted options for 2,000 shares, exercisable at $19.00
per share, during a ten year period.
COMPENSATION COMMITTEE REPORT
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. Set forth below is a report submitted by Messrs.
Cornelius, Michael S. Maurer, Lacy, and Loveday in their capacity as the
Compensation Committee, addressing the Corporation's compensation policies for
the fiscal year ended December 31, 1999 as they affected the Corporation's and
the Bank's executive officers.
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
55
<PAGE>
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.
56
<PAGE>
BONUS AMOUNTS
During 1999, the Board of Directors approved an incentive bonus plan
("Incentive Bonus Plan") for all employees of the Bank applicable only in 1999.
Under the terms of the Incentive Bonus Plan, all employees were entitled to
receive a bonus of up to 15% of their salary, depending upon the amount, if any,
by which the Bank exceeded its profit plan. In addition, additional bonus
payments in the aggregate amount of $24,000 were made to individuals for
exceptional individual performance in areas considered to be critical to the
success of the Bank.
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.
MR. MAURER'S 1999 COMPENSATION.
Regulations of the Securities and Exchange Commission require that the
Compensation Committee disclose the Committee's basis for compensation reported
for any individual who served as the Chief Executive Officer during the last
fiscal year. Mr. Maurer's salary is determined in the same manner as discussed
above for other senior executives. Mr. Maurer did not participate in the
deliberations of the Compensation Committee with respect to his compensation
level. See "Compensation Committee Insider Participation."
COMPENSATION COMMITTEE INSIDER PARTICIPATION
During the past fiscal year, none of the executive officers who
received compensation from the Corporation served on the Compensation Committee,
did not participate in any discussion with respect to their salary as an
executive officer, and were not present in the room during the discussion by the
Compensation Committee of their compensation.
57
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth for the fiscal year ending December 31,
1999 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 $100,000.
<TABLE>
<CAPTION>
- ----------------------------- -------------------------------- ------------------------------------ ------------------
ANNUAL COMPENSATION (1) LONG TERM COMPENSATION
- -------------------- -------- --------------- ---------------- ---------------- ------------------- ------------------
NAME AND PRINCIPAL YEAR SALARY($)(2) BONUS($) (3) RESTRICTED SECURITIES ALL
POSITION STOCK UNDERLYING OTHER
AWARDS($)(4) OPTIONS/SARS COMPENSATION
(#) (5)
- -------------------- -------- --------------- ---------------- ---------------- ------------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Morris L. Maurer, 1999 $177,231 $26,585 $120,000 12,500 $3,520
President and -------- --------------- ---------------- ---------------- ------------------- ------------------
Chief Executive 1998 $167,019 $20,952 $0 -0- $3,520
Officer -------- --------------- ---------------- ---------------- ------------------- ------------------
1997 $139,731 $9,797 $28,000 -0- $3,195
- -------------------- -------- --------------- ---------------- ---------------- ------------------- ------------------
Philip B. Roby, 1999 $156,770 $23,515 $100,000 10,000 $3,520
Executive Vice -------- --------------- ---------------- ---------------- ------------------- ------------------
President and 1998 $146,144 $18,864 $0 -0- $3,409
Chief Operating -------- --------------- ---------------- ---------------- ------------------- ------------------
Officer 1997 $125,750 $8,817 $56,000 -0- $2,876
- -------------------- -------- --------------- ---------------- ---------------- ------------------- ------------------
</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, 1999 the salary of Morris L. Maurer was increased
from $165,000 to $180,000 and the salary of Philip B. Roby was
increased from $145,000 to $160,000. Effective July 1, 1998 the salary
of Morris L. Maurer was increased from $150,000 to $165,000 and the
salary of Philip B. Roby was increased from $130,000 to $145,000.
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.
(3) Amounts include amounts awarded under the Incentive Bonus Plan and
additional amounts deemed appropriate by the Board of Directors in
recognition of performance critical to the success of the Bank.
(4) The 1999 award reported in the table represents awards under the 1993
Restricted Stock Plan of the Corporation. One hundred percent of these
shares of restricted stock awarded in 1999 will vest on June 17, 2004.
The amounts in the table represent an assumed value of $20.00 per share
for 1999, 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, 1999, without giving effect to the diminution in value attributable
to the restrictions on such stock. The 1997 award reported in the table
also represents awards under the 1993 Restricted Stock Plan of the
Corporation. Twenty percent of these shares of restricted stock awarded
in 1997 vested 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 an assumed value of
$14.00 per share for 1997, 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, without giving effect to the diminution in value
attributable to the restrictions on such stock. 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, 1999, the total number and value (based on a value of
$20.00 per share) of shares of restricted stock held by Messrs. Maurer
and Roby were as follows: Mr. Maurer (33,000 shares; $660,000); and Mr.
Roby (24,000 shares; $480,000). The assumed value of $20.00 at December
31, 1999 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, 1999,
without giving effect to the diminution in value attributable to the
restrictions on such stock. Because there is not an established trading
market for the Common Stock, the assumed price of $20.00 may not
reflect the actual price which would be paid for a share 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.
(5) These amounts represent amounts contributed by the Corporation under
the Corporation's 401(k) plan.
58
<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 or stock options from either the Bank or the
Corporation since its inception, and that the other Directors of the Corporation
and the Bank have received options for their service to the Corporation and the
Bank.
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 370,000 shares may
be granted. A total of 110,000 shares have been reserved for issuance under the
restricted stock plan. The Board of Directors of the Corporation believes these
programs provide an important incentive to those who will be instrumental to the
success of the Corporation and of the Bank. A more detailed description of each
of the programs is set forth below.
1993 EMPLOYEES' STOCK OPTION PLAN. This plan provides for the grant of
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code and the grant of nonqualified stock options (the "Plan"). The Plan
provides for the award of stock options to elected officers and key employees of
the Corporation and its subsidiaries, including the Bank, which currently is the
Corporation's only subsidiary. The exercise price for all options granted under
the Plan will not be less than the greater of $10.00 or the fair market value of
the Shares on the date of grant. The Plan will expire on May 31, 2003.
Options may be granted under the Plan only to officers and other key
employees who are in positions to make significant contributions to the success
of the Corporation. The Compensation Committee, consisting of outside directors
of the Corporation who are ineligible under the Plan to receive options
themselves, administers the Plan.
Options are exercisable in whole or in part upon such terms and conditions
as may be determined by the Compensation Committee, but in no event will any
incentive stock options be exercisable later than ten years after date of grant.
A total of 220,000 shares has been reserved for issuance under the Employee
Stock Option Plan. As of March 31, 2000, 6,300 shares were available for
issuance under the Employee Stock Option Plan.
59
<PAGE>
OPTIONS GRANTS IN LAST FISCAL YEAR
The following table provides details regarding stock options granted to
Messrs. M.L. Maurer and Roby during the fiscal year ended December 31, 1999. On
June 17, 2000, 20% of the options will vest, with an additional 20% vesting on
each subsequent June 17 until the options are fully vested on June 17, 2004. For
purposes of the following table, the "fair market value" of a share of the
Corporation's Common Stock on the date of the grant of the options was
determined by the Compensation Committee. Because there is not an established
trading market for the Common Stock, the "fair market value" amount of $19.00
set forth below may not reflect the actual price which would have been paid for
shares of the Common Stock in an active or established trading market and should
not necessarily be relied upon when determining the value of a shareholder's
investment. In addition, in accordance with the rules of the Securities and
Exchange Commission, there are shown the hypothetical gains or "options spreads"
that would exist for respective options. These gains are based on assumed rates
of annual compound stock price appreciation of five percent (5%) and ten percent
(10%) from the date the options were granted over the full option term. Gains
are reported net of the option exercise price, but before any effect of taxes.
In assessing these values, it should be kept in mind that no matter what value
is placed on a stock option on the date of grant, its ultimate value will be
dependent on the market value of the Corporation's stock at a future date, and
that value would depend on the efforts of such executive to foster the future
success of the Corporation for the benefit of all shareholders. The amounts
reflected in the table may not necessarily be achieved.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED RATES
INDIVIDUAL GRANTS OF STOCK PRICE
APPRECIATION FOR OPTION
TERM
- --------------------------------------------------------------------------------------------------------------------
NUMBER OF PERCENT OF EXERCISE OR MARKET PRICE EXPIRATION
NAME SHARES TOTAL OPTIONS BASE PRICE ON DATE OF DATE
UNDERLYING GRANTED TO ($/SHARE) GRANT
OPTIONS EMPLOYEES IN ($/SHARE) 5% ($) 10% ($)
GRANTED FISCAL YEAR (%)
- -------------- -------------- ----------------- ------------- -------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Morris L. 12,500 14.9% $19.00 $19.00 6/17/09 $149,375 $378,500
Maurer
- -------------- -------------- ----------------- ------------- -------------- ------------ ------------ -------------
Philip B. 10,000 11.9% $19.00 $19.00 6/17/09 $119,500 $302,800
Roby
- -------------- -------------- ----------------- ------------- -------------- ------------ ------------ -------------
</TABLE>
60
<PAGE>
AGGREGATE FISCAL YEAR-END OPTION VALUES TABLE
The following table shows the number of shares covered by both exercisable
and non-exercisable stock options by Messrs. M.L. Maurer and Roby as of December
31, 1999. 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
$20.00, 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, 1999. Because there is not an
established trading market for the Common Stock, the assumed price of $20.00 may
not reflect the actual price which would be paid for shares of the Common Stock
in an active or established trading market and should not necessarily be relied
upon when determining the value of a shareholder's investment.
<TABLE>
<CAPTION>
- ----------------------- ------------------------------------------- -------------------------------------------
NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR END AT FISCAL YEAR END
(#) ($)
- ----------------------- --------------------- --------------------- --------------------- ---------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- --------------------- --------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Morris L. Maurer 35,000 12,500 $350,000 $12,500
- ----------------------- --------------------- --------------------- --------------------- ---------------------
Philip B. Roby 25,000 10,000 $250,000 $10,000
- ----------------------- --------------------- --------------------- --------------------- ---------------------
</TABLE>
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 150,000
shares has been reserved for issuance under the Directors' Plan. There are
currently 57,000 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. 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.
61
<PAGE>
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.
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 110,000
shares. The plan expires on May 31, 2006. There are currently 8,500 shares
available to be awarded under the Restricted Stock Plan.
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 to the Corporation.
Benefits under the 401(k) Plan are distributable to participants or their
beneficiaries in a single lump sum payment.
62
<PAGE>
FIVE-YEAR TOTAL SHAREHOLDER RETURN
The following indexed graph indicates the Corporation's total return to its
shareholders on its common stock for the past five years, assuming dividend
reinvestment, as compared to total return for the Russell 2000 Index and the
peer group index (which is a line-of-business index developed by an independent
third party consisting of stocks of banks with assets between $250 million and
$500 million). The comparison of total return on investment for each of the
periods assumes that $100 was invested on January 1, 1995, in each of the
Corporation, the Russell 2000 Index, and the peer group index. Shares of the
common stock of the Corporation are not traded on any national or regional
exchange or in the over-the-counter market and there is no established market
for the common stock. As such, the values set forth below as of December 31 of
each year 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 such date. Because there is not an established
trading market for the common stock, these prices may not reflect the actual
price which would have been paid for a share 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.
COMPARATIVE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG THE CORPORATION,
RUSSELL 2000 INDEX AND PEER GROUP INDEX
63
<PAGE>
[GRAPHIC]
ASSUMES $100 INVESTED ON JANUARY 1, 1995
ASSUMES DIVIDENDS REINVESTED
YEAR ENDED DECEMBER 31
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Corporation $100.00 $110.85 $125.92 $146.90 $183.63 $209.86
Peer Group Index $100.00 $128.45 $149.64 $183.10 $178.44 $216.37
Russell 2000 Index $100.00 $134.95 $175.23 $303.07 $271.41 $252.50
</TABLE>
64
<PAGE>
ITEM 12. 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,
1999, more than 5% of the Common Stock of the Corporation:
<TABLE>
<CAPTION>
- ---------------------------------------- ------------------------------------- --------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED PERCENT OF CLASS
- ---------------------------------------- ------------------------------------- --------------------------------
<S> <C> <C>
Michael S. Maurer 656,250 (1) 28.1%
- ---------------------------------------- ------------------------------------- --------------------------------
Morris L. and Janis Maurer 154,865 (2) 7.7%
- ---------------------------------------- ------------------------------------- --------------------------------
Eugene and Marilyn Glick 125,000 6.4%
- ---------------------------------------- ------------------------------------- --------------------------------
</TABLE>
(1) Includes 384,375 shares which Mr. Maurer may acquire pursuant to stock
warrants. See "Employee Benefit Plans -- Warrants."
(2) Includes 35,000 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, 33,000 shares of restricted
stock, and 1,365 shares in the 401(k) Plan allocated to the account of Mr.
Maurer. See "Employee Benefit Plans -- 1993 Employees' Stock Option Plan,
and -- Warrants."
65
<PAGE>
The following table sets forth as of December 31, 1999 the total number of
shares of Common Stock of the Corporation beneficially owned by each director
and executive officer of the Corporation and by all directors and executive
officers as a group. The number of shares shown as being beneficially owned by
each director and executive officer are those over which he or she has sole or
shared voting or investment power.
<TABLE>
<CAPTION>
- ----------------------------------------------------- ------------------------------- -------------------------
NAME OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
- ----------------------------------------------------- ------------------------------- -------------------------
<S> <C> <C>
Kathryn G. Betley 10,875 (1) 0.6%
- ----------------------------------------------------- ------------------------------- -------------------------
James M. Cornelius 27,500 (2) 1.4%
- ----------------------------------------------------- ------------------------------- -------------------------
David R. Frick 21,250 (2) 1.1%
- ----------------------------------------------------- ------------------------------- -------------------------
Andre B. Lacy 43,000 (2) 2.2%
- ----------------------------------------------------- ------------------------------- -------------------------
G. Benjamin Lantz, Jr. 18,750 (2) 1.0%
- ----------------------------------------------------- ------------------------------- -------------------------
William J. Loveday 9,400 (1) 0.5%
- ----------------------------------------------------- ------------------------------- -------------------------
Michael S. Maurer 656,250 (3) 28.1%
- ----------------------------------------------------- ------------------------------- -------------------------
Morris L. Maurer 154,865 (4) 7.7%
- ----------------------------------------------------- ------------------------------- -------------------------
Philip B. Roby 62,774 (5) 3.2%
- ----------------------------------------------------- ------------------------------- -------------------------
Todd H. Stuart 18,125 (2) 0.9%
- ----------------------------------------------------- ------------------------------- -------------------------
Directors and executive officers as a group 1,028,933 (6) 40.7%
(consisting of 11 individuals)
- ----------------------------------------------------- ------------------------------- -------------------------
</TABLE>
(1) Includes 9,000 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 15,000 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 35,000 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, 33,000 shares of restricted
stock, and 1,365 shares in the 401(k) Plan allocated to the account of Mr.
Maurer. See "Employee Benefit Plans -- 1993 Employee Stock Option Plan,"
"--1993 Restricted Stock Plan," and " -- Warrants."
(5) Includes 25,000 shares which Mr. Roby has the right to acquire pursuant to
the exercise of stock options, 24,000 shares of restricted stock, and 1,274
shares in the 401(k) Plan allocated to the account of Mr. Roby. See
"Employee Benefit Plans -- 1993 Employee Stock Option Plan" and "--1993
Restricted Stock Plan."
(6) Includes 643 shares in the Corporation's 401(k) Plan allocated to the
account of Debra L. Ross, the Chief Financial Officer of the Corporation,
2,500 shares of restricted stock owned by Ms. Ross, and 3,000 shares which
Ms. Ross has the right to acquire pursuant to the exercise of stock
options. See "Employee Benefit Plans -- 1993 Employee Stock Option Plan"
and "--1993 Restricted Stock Plan."
66
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The offices of the Corporation and the Bank at 107 North Pennsylvania
Street, Indianapolis, Indiana were leased from, and in 1998 purchased 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 received a report from an
independent property consultant that the terms and conditions of the lease, and
the terms and conditions of the purchase, were within a reasonable range of
market terms and did 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.
67
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FROM 8-K
(a) (1) The following consolidated financial statements are included in Item 8:
<TABLE>
<CAPTION>
Page Number in
10-K
<S> <C>
Independent Auditor's Report on Consolidated Financial Statements 32
Consolidated Balance Sheets December 31, 1999 and 1998 33
Consolidated Statement of Income 34
For the years ended December 31, 1999, 1998 and 1997
Consolidated Statements of Shareholders' Equity 35
For the years ended December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flow 36
For the years ended December 31, 1999, 1998, and 1997
Notes to consolidated Financial Statements 37
</TABLE>
(2) See response to Item 14 (a)(1). All other financial statement schedules
have been omitted because they are not applicable, or the required
information is shown in the consolidated financial statements or notes
thereto.
(3) List of Exhibits
EXHIBIT NUMBER DESCRIPTION
3a) Articles of Incorporation of the Corporation, filed as Exhibit 3(i) to the
Corporation's Form 10-K are incorporated by reference
3b) Bylaws of the Corporation, filed as Exhibit 3(ii) to the Corporation's Form
10-K 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-K are incorporated by reference
10b) 1993 Directors' Stock Option Plan of the Corporation, filed as Exhibit
10(ii) to the Corporation's Form 10-K are incorporated by reference
10c) 1993 Restricted Stock Plan of the Corporation, filed as Exhibit 10(iii) to
the Corporation's Form 10-K are incorporated by reference
21 Subsidiaries of the Corporation
68
<PAGE>
27 Financial Data Schedule
69
<PAGE>
(b) No reports on Form 8-K were filed during the last quarter of the fiscal
year.
(c) See the list of exhibits in Item 14 (a) (3).
(d) No other financial statement schedules are required to be submitted.
70
<PAGE>
Signatures
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
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
<S> <C> <C>
By (Signature and Title) /S/ Morris L. Maurer March 29, 2000
-------------------------------------------------------------------------------------------- ----------------
Morris L. Maurer, President & Principal Executive Officer Date
--------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------- --
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.
<S> <C> <C>
By (Signature and Title) /S/ Morris L. Maurer March 29, 2000
------------------------------------------------------------ -----------------
Morris L. Maurer, President & Principal Executive Officer Date
By (Signature and Title) /S/ Philip B. Roby March 29, 2000
------------------------------------------------------------ -----------------
Philip B. Roby, Executive Vice President Date
By (Signature and Title) /S/ Debra L. Ross March 29, 2000
------------------------------------------------------------ -----------------
Debra L. Ross, Principal Financial and Accounting Officer Date
By (Signature and Title) /S/ Michael S. Maurer March 29, 2000
------------------------------------------------------------ -----------------
Michael S. Maurer, Chairman of the Board Date
By (Signature and Title) /S/ Kathryn G. Betley March 29, 2000
------------------------------------------------------------ -----------------
Kathryn G. Betley, Director Date
By (Signature and Title) /S/ James M. Cornelius March 29, 2000
------------------------------------------------------------ -----------------
James M. Cornelius, Director Date
By (Signature and Title) /S/ David R. Frick March 29, 2000
------------------------------------------------------------ -----------------
David R. Frick, Director Date
By (Signature and Title) /S/ Andre B. Lacy March 29, 2000
------------------------------------------------------------ -----------------
Andre B. Lacy, Director Date
By (Signature and Title) /S/ William J. Loveday March 29, 2000
------------------------------------------------------------ -----------------
William J. Loveday, Director Date
By (Signature and Title) /S/ G. Benjamin Lantz March 29, 2000
------------------------------------------------------------ -----------------
G. Benjamin Lantz, Director Date
By (Signature and Title) /S/ Todd H. Stuart March 29, 2000
------------------------------------------------------------ -----------------
Todd H. Stuart, Director Date
-------------------------------------------------------------------------------------------------------------------
</TABLE>
71
<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
72
<PAGE>
EXHIBIT 21
Subsidiaries of the National Bank of Indianapolis Corporation
- ---------------------------------------------------------------
1. The National Bank of Indianapolis
73
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 17,809,536
<INT-BEARING-DEPOSITS> 17,000,000
<FED-FUNDS-SOLD> 17,302,304
<TRADING-ASSETS> 46,163,821
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 7,698,420
<INVESTMENTS-MARKET> 7,628,123
<LOANS> 311,477,835
<ALLOWANCE> (3,392,587)
<TOTAL-ASSETS> 429,501,464
<DEPOSITS> 345,008,121
<SHORT-TERM> 40,195,017
<LIABILITIES-OTHER> 2,662,482
<LONG-TERM> 20,000,000
19,717,326
0
<COMMON> 0
<OTHER-SE> 1,918,518
<TOTAL-LIABILITIES-AND-EQUITY> 429,501,464
<INTEREST-LOAN> 20,639,845
<INTEREST-INVEST> 4,420,281
<INTEREST-OTHER> 1,187,062
<INTEREST-TOTAL> 26,247,188
<INTEREST-DEPOSIT> 11,625,462
<INTEREST-EXPENSE> 14,354,910
<INTEREST-INCOME-NET> 11,892,278
<LOAN-LOSSES> 1,010,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 11,197,835
<INCOME-PRETAX> 3,046,881
<INCOME-PRE-EXTRAORDINARY> 3,046,881
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,830,320
<EPS-BASIC> 0.97
<EPS-DILUTED> 0.88
<YIELD-ACTUAL> 3.20
<LOANS-NON> 384,789
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2,626,279
<CHARGE-OFFS> 252,452
<RECOVERIES> 8,760
<ALLOWANCE-CLOSE> 3,392,587
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 3,392,587
</TABLE>
