SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Section 240.14a-12
SOUTHERN MICHIGAN BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[Letterhead of Southern Michigan Bancorp, Inc.]
March 11, 2002
Dear Shareholder:
We invite you to attend our 2002 Annual Meeting of Shareholders. This
year's meeting will be held on Monday, April 15, 2002, at 4:00 p.m. at Southern
Michigan Bank & Trust, 51 West Pearl Street, Coldwater, Michigan.
Many of the traditional elements of our annual report, including our
audited financial statements, can be found in Appendix A to the Proxy Statement.
For your convenient reference, a table of contents is located on page A-1 of the
Proxy Statement.
It is important that your shares are represented at the Annual Meeting.
Please carefully read the Notice of Annual Meeting of Shareholders and Proxy
Statement. Whether or not you expect to attend the Annual Meeting, please sign,
date and return the enclosed Proxy using the envelope provided at your earliest
convenience.
Sincerely,
/s/ James T. Grohalski
- ------------------------------------
James T. Grohalski
President and
Chief Executive Officer
SOUTHERN MICHIGAN BANCORP, INC.
51 West Pearl Street
Coldwater, Michigan 49036
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Southern Michigan Bancorp, Inc.
will be held on Monday, April 15, 2002 at Southern Michigan Bank & Trust, 51
West Pearl Street, Coldwater, Michigan at 4:00 p.m. for the purpose of
considering and voting on the following matters:
(1) Election of three (3) directors to serve for a three year
period ending with the annual meeting of shareholders
following the year ended December 31, 2004.
(2) Ratification of the selection of Crowe, Chizek and Company LLP
as Independent Auditors for 2002.
(3) Transact such other business as may properly come before the
meeting or any adjournments thereof.
Shareholders of record at the close of business on March 1, 2002 are
entitled to notice of and to vote at the Annual Meeting.
It is important that your shares be represented at the meeting. We urge
you to sign and return the enclosed proxy as promptly as possible, whether or
not you plan to attend the meeting in person. If you do attend the meeting, you
may revoke your proxy and vote in person.
By Order of the Board of Directors
/s/ Jaylen T. Johnson
-------------------------------------------
Jaylen T. Johnson
Secretary
Date: March 11, 2002
SOUTHERN MICHIGAN BANCORP, INC.
51 West Pearl Street
Coldwater, Michigan 49036
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Southern Michigan Bancorp,
Inc., a Michigan corporation (the "Company"), to be voted at the Annual Meeting
of Shareholders of the Company to be held Monday, April 15, 2002 at 4:00 p.m. at
Southern Michigan Bank & Trust, 51 West Pearl Street, Coldwater, Michigan (the
"Annual Meeting"), or any adjournment thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders.
The costs of soliciting proxies will be paid by the Company. Proxies
may be solicited by mail, in person or by telephone by directors, officers and
regular employees of the Company. These persons will not be specially
compensated for soliciting proxies. The Company will request brokerage houses
and other custodians, nominees and fiduciaries to forward materials to
beneficial owners of shares of the Company held of record by such persons and
will reimburse them for their reasonable charges and out-of-pocket expenses in
connection therewith.
As of March 1, 2002, the record date for the Annual Meeting, there were
1,919,632 shares of common stock of the Company, par value $2.50 per share (the
"Common Stock"), issued and outstanding. Each outstanding share is entitled to
one (1) vote on each matter submitted to a vote at the Annual Meeting. The
transaction of business at the Annual Meeting requires the presence of a quorum,
which will be established by the presence or representation at the Annual
Meeting of shares of the Company entitled to cast a majority of the votes at the
meeting. Directors will be elected by a plurality of the votes cast, whether in
person or by proxy, by holders of the Common Stock entitled to vote at the
Annual Meeting (see "Proposal (1) - Election of Directors"). The affirmative
vote of a majority of the outstanding shares entitled to vote at the Annual
Meeting is necessary to approve Proposal (2). Shares as to which authority is
withheld in the election of directors, abstentions and broker non-votes will be
counted for purposes of determining the presence of a quorum. Since they are not
votes cast, shares as to which authority is withheld will have no effect on the
election of directors. Abstentions and broker non-votes will have the same
effect as votes against Proposal (2).
Proxies are revocable by the delivery of written notice of revocation
to the Secretary of the Company at any time before the proxy is exercised. The
signing of a proxy does not preclude a shareholder from attending the Annual
Meeting and voting in person. All proxies returned before the Annual Meeting
will be voted in accordance with the instructions contained therein. If the
proxy is not marked with the shareholder's instructions as to voting, the shares
to which the proxy relates will be voted for the nominees for director named in
this Proxy Statement, for Proposal (2) and in the discretion of the proxies on
any other business as may properly come before the Annual Meeting. All
shareholders are encouraged to mark, date and sign the enclosed proxy card and
return it to Registrar and Transfer Company, the transfer agent for the
Company's stock. This Proxy Statement and accompanying proxy card were first
sent or given to shareholders on March 11, 2002.
1
Principal Shareholders
The following table sets forth, as of February 15, 2002, the names and
addresses of all beneficial owners of 5% or more of the Common Stock showing the
amount and nature of such beneficial ownership:
NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF BENEFICIAL PERCENT OF
TITLE OF CLASS OWNER OWNERSHIP(1) CLASS
- ------------------------ ------------------------------------ --------------------------------- -------------
Common Stock Southern Michigan Bank 259,099(a) 13.50%
& Trust
51 West Pearl Street
Coldwater, MI 49036
Common Stock Harvey B. Randall 146,079(b) 7.61%
8391 Old U.S. 27 South
Marshall, MI 49068
(1) Based upon information furnished to the Company by the
beneficial owners named above. The nature of beneficial
ownership for shares shown is sole voting and investment
power, except as set forth below. Shares have been rounded to
the nearest whole share.
(a) Shares are held by the Trust Department of Southern
Michigan Bank & Trust (the "Bank") in various
fiduciary capacities.
(b) Includes 146,022 shares held by Mr. Randall as trustee.
PROPOSAL (1) - ELECTION OF DIRECTORS
The Company's Board of Directors is currently composed of ten directors
who are divided into three classes. One class is elected each year for a three
year term. Three directors are proposed to be elected at the Annual Meeting to
serve for a three year term ending with the annual meeting of shareholders
following the year ended December 31, 2004. All of the nominees are currently
serving as directors. If any of the nominees are unable or unwilling to serve as
a director, it is intended that the proxies will be voted for the election of
the person nominated by the Board of Directors in substitution. The Company has
no reason to believe that any nominee of the Board of Directors will be unable
to serve as a director if elected.
2
The following table lists the names of the nominees and the other
current directors (except Jane L. Randall whose term of office as a director
will not continue after the 2002 Annual Meeting of Shareholders) and their ages
as of February 28, 2002, their principal occupations and the year in which each
became a director.
YEAR FIRST BECAME A
PRINCIPAL OCCUPATION(S) FOR PAST 5 DIRECTOR OF THE
NAME OF DIRECTOR AGE YEARS(1) COMPANY
- ----------------------------------- --------- ---------------------------------------- ---------------------------
Nominees of the Board of Directors for Election at the Annual Meeting:
James P. Briskey 68 Owner - Pittsford Grain Incorporated 1982
(grain elevator operator)
Nolan E. Hooker 50 Owner - Hooker Oil Co. (distributor of 1991
heating oil); Co-Owner - Best American Car
Washes
Marcia Albright 37 Director of Engineering - Dana Towing 2002
Corporation
Directors Whose Terms Continue until the 2003 Annual Meeting:
Gregory J. Hull 53 Farmer 1995
Freeman E. Riddle 69 Owner - Spoor & Parlin, Inc. (farm 1982
equipment)
Thomas E. Kolassa 54 Partner - Burnham Insurance Group 1995
Directors Whose Terms Continue until the 2004 Annual Meeting:
H. Kenneth Cole 53 Treasurer - Hillsdale College 1998
William E. Galliers 59 Co-Owner and Chief Executive Officer - 1993
G & W Display Fixtures, Inc. (manufacturer
of display fixtures)
James T. Grohalski (1) 61 President and Chief Executive Officer of 1982
the Company and the Bank since December
31, 1998; Executive Vice President and
Chief Financial Officer of the Company and
President of the Bank from January 1, 1984
until December 31, 1998; Mr. Grohalski
joined the Bank in 1967.
James J. Morrison 53 Chairman of the Board of Directors of the 1991
Company; Owner - Morrison & Associates
(insurance)
(1) Mr. Grohalski and Jaylen Johnson are the only executive officers of the
Company. Mr. Johnson, age 49, is Executive Vice-President, Chief
Operating Officer, and Secretary of the Company and has held such
positions since December, 2000. Mr. Johnson was a senior vice president
of the Company from 1998 to 2000 and was a Vice President and cashier
of the Bank from 1991 to 1998. Mr. Johnson joined the Bank in 1975.
3
The following table sets forth, as of February 15, 2002, the total
number of shares of the Common Stock beneficially owned, and the percent of such
shares so owned, by each director and by all directors and executive officers of
the Company as a group.
NAME OF BENEFICIAL OWNER OR NUMBER OF AMOUNT AND NATURE OF BENEFICIAL TOTAL PERCENT OF
PERSONS IN GROUP OWNERSHIP(1) CLASS
- ------------------------------------------- ----------------------------------- ---------------- --------------
Marcia Albright 55 (a) 55 (2)
James P. Briskey 14,178 28,357 1.48
14,179 (a)
H. Kenneth Cole 381 381 (2)
William E. Galliers 4,145 (a) 4,145 (2)
James T. Grohalski(3) 12,631 (b) 12,631 (2)
Nolan E. Hooker 1,044 (a) 1,196 (2)
152
Gregory J. Hull 1,797 (a) 1,797 (2)
Thomas E. Kolassa 2,246 (a) 2,246 (2)
James J. Morrison 2,042 4,804 (2)
2,762 (a)
Jane L. Randall 6,235 (c) 6,235 (2)
Freeman E. Riddle 4,554 7,000 (2)
2,446 (a)
All directors and executive officers as a 73,925 73,925 3.95%
group (12 persons)
(1) Based upon information furnished to the Company by the
individual named and the members of the designated group. The
nature of beneficial ownership for shares shown is sole voting
and investment power except as set forth below. Shares have
been rounded to the nearest whole share.
(a) Shared voting and investment power.
(b) Includes 11,746 shares held by the Bank's Employee
Stock Ownership Plan (the "ESOP") as to which Mr.
Grohalski has voting power only.
(c) Shares indicated are held as trustee.
(2) Less than one percent (1%).
(3) Mr. Grohalski is an executive officer of the Company.
4
Meetings, Committees and Compensation of the Board of Directors
The Board of Directors of the Company held eight (8) meetings during
2001. Except for director Kolassa, all directors attended at least 75 percent
(75%) of the aggregate of the total number of meetings of the Board of Directors
and the total number of meetings held by all standing committees of the Board on
which they serve.
The Company's Board of Directors has an Audit Committee which held
three (3) meetings during 2001. During 2001, the committee was comprised of
Messrs. Cole, Galliers, Hull, Hooker and Kolassa. The Audit Committee determines
whether adequate internal controls are being maintained. It meets with the
Company's independent auditors to review internal controls, procedures of the
Company and the Bank, the scope of internal audits, the financial position of
the Company and external audits of the Company.
The Company's Board of Directors has a Compensation Committee which
held four (4) meetings during 2001. The Committee is comprised of Messrs.
Morrison, Cole and Briskey. The Compensation Committee is responsible for
setting and administering the policies which govern annual compensation and
incentive programs. In addition, from time to time, it reviews all executive
compensation and benefit programs available to executive officers of the Company
and to all officers and staff of the Bank. In this respect, the Committee makes
recommendations to the Board of Directors with respect to the Compensation of
the President and Chief Executive Officer, as well as reviewing and approving
the President and Chief Executive Officer's recommendations for other officers
of the Company.
The Company's Board of Directors has an Executive Committee which held
three (3) meetings during 2001. The Committee is comprised of Messrs. Cole,
Grohalski, Hull, Riddle, Kolassa and Mrs. Randall. The Executive Committee
reviews major policy changes, evaluates the performance of the President and
Chief Executive Officer and reviews any merger or expansion plans. The Executive
Committee also reviews any executive officer promotions and acts as the
nominating committee for future members of the Board of Directors.
The Executive Committee, acting as the nominating committee, will
consider nominees recommended by shareholders of the Company. The Company's
Bylaws establish a procedure with regard to nominations, other than by or at the
direction of the Board of Directors of the Company, of candidates for election
as directors (the "Notice Procedure"). The Notice Procedure provides that only
such persons who are nominated by the Board of Directors or by a shareholder who
has given timely written notice to the Secretary of the Company prior to the
meeting at which directors are to be elected will be eligible for election, as
the case may be, at the Annual Meeting. To timely nominate an individual under
the Notice Procedure, a shareholder must deliver notice to the Secretary of the
Company not less than thirty (30) days, but no more than ninety (90) days, prior
to the anniversary date of the record date for determination of shareholders
entitled to vote in the immediately preceding annual meeting of shareholders. To
be timely for consideration at the Annual Meeting, notice of shareholder
proposals and/or shareholder nominations must have been received by January 28,
2002. The Secretary has not received any such notice. Nominees proposed by a
shareholder for which written proxy solicitation by the Board of Directors is
sought shall be made in writing and shall be delivered to the Chairman or the
Secretary of the Company by December 31 of the year preceding the year in which
the nomination is proposed. Under the Notice Procedure, notice to the Company
from a shareholder who proposes to nominate a person at an annual meeting for
election as a director must contain such nominee's name, occupation, age,
business and residential address and beneficial ownership interest in the
Company, together with evidence of such person's willingness to serve as a
director if elected. Such notice must also be accompanied by a completed
Director Qualification,
5
Eligibility and Disclosure Questionnaire and evidence that the proposed nominee
is eligible to serve as a director, all as required by, and in accordance with
the Company's Bylaws.
Currently, each director of the Company whose principal occupation is
not with the Company or the Bank receives an annual fee of $6,709 which will be
indexed for inflation in 2002. In addition, outside directors are compensated
$150 for each committee meeting attended which will also be indexed for
inflation in 2002. Outside directors also participate in a bonus program based
upon the achievement of growth and profitability goals. There were no bonus
payments for 2001. The directors are eligible to receive stock options under the
Southern Michigan Bancorp, Inc. 2000 Stock Option Plan. In 2001, 300 options
were granted to each director with an exercise price of $15.32. These options
have a two year vesting, and are therefore not exercisable until April of 2003.
Audit Committee Report, Charter, and Independence
Audit Committee Report.
The Audit Committee reports as follows with respect to the Company's
audited financial statements for the year ended December 31, 2001 (the
"Consolidated Financial Statements"): (i) the Audit Committee has reviewed and
discussed the Consolidated Financial Statements with the Company's management;
(ii) the Audit Committee has discussed with its independent auditors (Crowe,
Chizek and Company LLP) the matters required to be discussed by Statement on
Auditing Standards 61, which include, among other items, matters related to the
conduct of the audit of the Consolidated Financial Statements; (iii) the Audit
Committee has received written disclosures and the letter from the independent
auditors required by Independence Standards Board Standard No. 1 (which relates
to the auditor's independence from the Company and its related entities) and has
discussed with the auditors the auditors' independence from the Company; and
(iv) based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the Consolidated Financial Statements
be included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001 for filing with the Securities and Exchange Commission.
RESPECTFULLY SUBMITTED BY THE MEMBERS OF THE AUDIT COMMITTEE
H. Kenneth Cole, William E. Galliers, Nolan E. Hooker, Gregory J. Hull &
Thomas E. Kolassa.
Audit Committee Charter.
The Board of Directors has adopted a written charter for the Audit
Committee, a copy of which is attached hereto as Appendix B.
Independence of Audit Committee Members.
During 2001, the Company's Audit Committee was comprised of Messrs.
Cole, Galliers, Hull, Hooker and Kolassa. Each of these members meets the
requirements for independence as defined in Rule 4200(a)(15) of the National
Association of Securities Dealers' listing standards.
Executive Compensation
The following table shows the total compensation received by the
Company's Chief Executive Officer for the last three fiscal years. No executive
officer of the Company, other than the Chief Executive Officer, received total
annual salary and bonus in excess of $100,000 during the last fiscal year.
6
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
SECURITIES ALL OTHER
NAME AND UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($)(1) OPTIONS ($)(2)
- ---------------------------------------- --------------------- -------------------- --------------------- -----------------
James T. Grohalski
President and Chief Executive Officer 2001 $163,000 2,440 $7,689
of the Company and the Bank 2000 $161,665 0 $7,844
1999 $140,570 0 $7,344
(1) The amounts shown include amounts deferred under the 401(k) provisions
of the ESOP and the Bank's Executives' Deferred Compensation Plan.
(2) The amounts shown include the following for 2001: (i) employer
contributions to accounts in the ESOP and the Deferred Compensation
Plan (as defined herein) of $4,200 and $3,000 respectively for Mr.
Grohalski; and (ii) $489 constituting the value of insurance premiums
paid by the Bank for term life insurance for Mr. Grohalski's benefit.
Option Grant Table. The following table provides information regarding
stock options granted in fiscal year 2001 to the Chief Executive Officer of the
Company.
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
NO. OF SHARES % OF TOTAL OPTIONS VALUE AT ASSUMED
UNDERLYING GRANTED TO ANNUAL RATES OF STOCK
OPTIONS EMPLOYEES EXERCISE PRICE EXPIRATION DATE PRICE APPRECIATION
NAME GRANTED (#) IN FISCAL YEAR ($/SH) (1) FOR OPTION TERM
---- ----------- -------------- ------ ---------------- ----------------------
5%($) 10%($)
----- ------
James T. Grohalski 2,440 32.6% $15.32 4/17/11 23,509 59,575
- ------------
(1) The options granted to Mr. Grohalski will become exercisable on April
17, 2003. In the event the Company shall dispose of substantially all
of its assets, dissolve, or consolidate or merge with any other
corporation, then, the Board of Directors shall have the power to amend
all outstanding options to permit the exercise of all such options
prior to the effectiveness of any such transaction and to terminate
such options as of such effectiveness. The option exercise price is not
adjustable over the 10-year term of the options except due to stock
splits and similar occurrences affecting all outstanding stock.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values. The following table provides information on the value of options
held by the Chief Executive Officer of the Company at December 31, 2001. There
were no options exercised by an officer during the fiscal year ended December
31, 2001.
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 2001 (#) DECEMBER 31, 2001 ($)
--------------------- ---------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----
James T. Grohalski -0- 2,440 -0- $317
7
Retirement Benefits
Officers of the Company participate in the Southern Michigan Bank &
Trust Retirement Plan (the "Retirement Plan"), which has been adopted by the
Bank. Under the terms of the Retirement Plan, a normal monthly retirement
benefit is provided to covered employees who attain the age of 65. It provides
for a normal retirement benefit after 30 years of credited service equal to 35%
of a participant's actual monthly compensation based on the participant's
highest consecutive five year average compensation (see column captioned
"Remuneration"). For participants with less than 30 years credited service,
reduced benefits are available in an amount equal to the normal retirement
benefit reduced by 1/30 for each year of service less than 30. Participants are
100% vested after five years of credited service, and are subject to forfeiture
upon termination of employment with credited service less than five years. The
following table represents estimated normal annual benefits payable on a
straight-life annuity basis upon retirement at age 65 and are not subject to
deduction for social security benefits:
PENSION PLAN TABLE
YEARS OF SERVICE
------------------------------------------
REMUNERATION 25 30 35
- -------------------------- ------------ ------------- ---------------
$120,000 $35,000 $42,000 $42,000
$130,000 $37,900 $45,500 $45,500
$140,000 $40,800 $49,000 $49,000
$150,000 $43,750 $52,500 $52,500
$160,000 $46,700 $56,000 $56,000
James T. Grohalski has 34 years of credited service and $146,900 current covered
remuneration. The Bank also has in effect a supplemental retirement arrangement
in the form of an Executive Employee Salary Continuation Agreement with Mr.
Grohalski under which a specified annual benefit, in addition to that provided
under the Retirement Plan, is payable to the participant upon retirement at age
65. The participant is entitled to a reduced benefit if his retirement occurs
between the ages of 62 and 65. No benefit is payable if the participant
voluntarily terminates his employment or is discharged for cause prior to the
age of 62. However, the specified benefit is payable beginning at age 65, if the
participant's employment is terminated after a "change in control" of the
Company, and in connection with such change, his title, responsibility or
compensation is significantly lessened or the status of his employment is
changed without his consent. The specified annual benefit, when added to the
benefit under the Retirement Plan, is intended to be approximately equal to the
benefit the participant would have received under the Retirement Plan but for a
plan amendment which changed the Retirement Plan's benefit formula to comply
with changes in pension laws and which substantially reduced the participants'
benefits. For James T. Grohalski, the specified benefit payable upon retirement
at age 65 under the supplemental retirement arrangement is $22,060 per year for
15 years. The Board of Directors may increase the benefit by not more than 2%
per year prior to retirement.
The Bank also has an Executives' Deferred Compensation Plan (the
"Deferred Compensation Plan") for directors and certain officers. Under the
Deferred Compensation Plan, participants elect to defer a portion of their
compensation (in the case of directors, their fees) on a pretax basis. Upon
retirement at or after age 65, the participant or his or her designated
beneficiary is entitled to a benefit equal to the amount of the participant's
deferrals to the Deferred Compensation Plan plus earnings on such deferrals at a
specified rate of interest compounded annually, payable in equal monthly amounts
8
for not less than 180 months. Upon the participant's termination of employment
or retirement before age 65, the benefit payable to the participant at age 65 is
determined by multiplying the amount deferred under the Deferred Compensation
Plan by the ratio of the number of months for which the participant made
deferrals to the number of months from the time the participant began making
deferrals to the participant's reaching age 65. The amounts shown in the summary
compensation table above include amounts deferred as contributions under the
Deferred Compensation Plan.
The Company and the Bank have executed an Employment Agreement with Mr.
Grohalski whereby Mr. Grohalski will serve as the President and Chief Executive
Officer of the Company and the Bank (the "Employment Agreement"). The term of
the Employment Agreement is for one year and it may be renewed by mutual
agreement of the Company, the Bank and Mr. Grohalski. Pursuant to the Employment
Agreement, commencing January 1, 2002, Mr. Grohalski's annual salary will be
$167,000 plus such additional or special compensation based upon his performance
as the Company's Board of Directors, in its discretion, may from time to time
determine. Under the Employment Agreement, in the event that Mr. Grohalski is
terminated for any reason other than for cause, or in the event of Mr.
Grohalski's "voluntary termination for good reason," then, in addition to
receiving the compensation and benefits under the Employment Agreement, upon the
expiration of the term of the Employment Agreement, Mr. Grohalski will be
entitled to monthly installments equal to 1/12th of his annual salary,
commencing thirty days after expiration of the term of the Employment Agreement,
until the earlier of his death, the age of 65, or the date he receives twelve
monthly installments.
Under the Employment Agreement, the term "voluntary termination for
good reason" means voluntary termination of employment by Mr. Grohalski after
any of the following actions without Mr. Grohalski's express written consent:
(1) the assignment of duties of a nonexecutive nature or for which Mr. Grohalski
is not reasonably equipped by his skills and experience; (2) without reasonable
justification, a reduction in the salary, or a material reduction in the amount
of paid vacations or in the fringe benefits and perquisites, of Mr. Grohalski;
(3) the relocation of Mr. Grohalski's principal business office or principal
place of residence to a place that is more than sixty miles from Coldwater,
Michigan or the assignment of duties to Mr. Grohalski that would reasonably
require such relocation; (4) the assignment of duties to Mr. Grohalski which
would reasonably require him to spend more than ninety working days away from
Coldwater, Michigan during any consecutive twelve month period; (5) the failure
to provide office facilities, secretarial services, and other administrative
services to Mr. Grohalski which are substantially equivalent to the facilities
and services provided to him on the date the Employment Agreement was executed;
or (6) the termination of incentive and benefit plans or arrangements provided
to Mr. Grohalski under the Employment Agreement, or a material reduction in the
aggregate value of Mr. Grohalski's incentive compensation and benefits below
their aggregate value as of the date of the Employment Agreement.
The Employment Agreement also provides that in the event of a
"termination for cause," Mr. Grohalski will not be entitled to receive
compensation or other benefits for any period after such termination. The term
"termination for cause" means the termination of employment based on: (1)
conviction of any criminal violation involving dishonesty, fraud or breach of
trust; (2) the willful engagement in any misconduct in the performance of Mr.
Grohalski's duties that materially injures the Company or its subsidiaries; (3)
the performance of any act which, if known to the customers, clients or
shareholders of the Company or any of its subsidiaries, would materially and
adversely impact the business of the Company or any of its subsidiaries; (4) the
willful and substantial nonperformance of Mr. Grohalski's duties if such
nonperformance continues for more than ten days after written notice of such
nonperformance and of the Company's intention to terminate his employment; (5)
the willful violation of the noncompetition and nondisclosure obligations
contained in the Employment Agreement; (6) the suspension and/or temporary
prohibition, or the removal and/or permanent prohibition, from participating in
the conduct of the affairs of the Company or any of its affiliates by a notice,
order, ruling or other finding of any state or federal agency (including, but
not limited to, any
9
Federal Reserve Bank, the FDIC, or Michigan's Office of Financial and Insurance
Services); or (7) any determination or action by any federal or state regulatory
agency that the Company's Board of Directors determines to reflect adversely on
the Company and to be related to Mr. Grohalski's duties under the Employment
Agreement.
The Employment Agreement also provides for a severance payment equal to
two year's salary in accordance with Section 280G of the Internal Revenue Code
in the event of a termination of employment without cause or a voluntary
termination with good reason within three years after a change in control that
occurs during the term of the Employment Agreement. In the event that it is in
the best interests of the Company and Mr. Grohalski, then Mr. Grohalski shall
have the right to elect to have the severance payment paid in installments, with
the first installment being equal to one year's salary and the balance being
paid in installments in accordance with Section 280G of the Internal Revenue
Code.
For purposes of the Employment Agreement, the term "change in control"
means: (1) the acquisition by any entity, person, or group of beneficial
ownership of more than 50% of the outstanding capital stock of the Company
entitled to vote in an election of directors; (2) the commencement by any
entity, person, or group (other than the Company or a subsidiary of the Company)
of a tender offer or an exchange offer for more than 25% of the outstanding
voting stock of the Company entitled to vote in an election of directors; (3)
the merger of the Company with another entity that results in the holders of the
outstanding voting stock entitled to vote for the election of directors of the
Company immediately prior to such merger holding less than 50% of the voting
stock entitled to vote for the election of directors of the surviving or
resulting corporation; (4) the transfer of substantially all of the assets of
the Company other than to an entity of which the Company owns at least 80% of
the voting stock entitled to vote for the election of directors; or (5) the
election to the Board of Directors of the Company, without the recommendation or
approval of the incumbent Board of Directors, of the lesser of three directors
or directors constituting a majority of the number of directors then in office.
The Employment Agreement also provides that during the term thereof,
and for a period of one year following the termination of employment, Mr.
Grohalski will not: (1) within a geographic radius of 75 miles from Coldwater,
Michigan, engage in, or work for, manage, operate, control or participate in the
ownership, management, operation or control of, or be connected with, or have
any financial interest in, any individual, partnership, firm, corporation or
institution engaged in the same or similar activities to those now or hereafter
carried on by the Company or the Bank; (2) interfere with the relationship of
the Company or the Bank and any of their employees, agents or representatives;
or (3) directly or indirectly divert or attempt to divert from the Company or
the Bank any business in which the Company or the Bank has been actively engaged
during the term of the Employment Agreement, nor interfere with the
relationships of the Company or the Bank with their dealers, distributors,
sources of supply or customers. Finally, the Employment Agreement prohibits Mr.
Grohalski, during the term of the Employment Agreement and at any time
thereafter, from disclosing any confidential information of the Company or the
Bank.
Compensation Committee Report on Executive Compensation
Executive Compensation Policies.
The Company's executive compensation policies are designed to support
the corporate objective of maximizing the long-term value of the Company to its
shareholders and employees. To achieve this objective, the Compensation
Committee believes it is important to provide competitive levels of compensation
to attract and retain the most qualified executives, to recognize individuals
who exceed expectations and to link closely overall corporate performance and
executive pay.
10
The Company has established two primary components of the Company's
executive compensation plan. The two components are: (a) base compensation; and
(b) stock-based performance compensation through stock option grants.
Base Compensation.
The Compensation Committee annually reviews base salaries of executive
officers. Factors which influence decisions made by the Compensation Committee
regarding base salaries are levels of responsibility and potential for future
responsibilities, salary levels offered by competitors and overall performance
of the Company. The Compensation Committee's practice in establishing salary
levels is based in part upon overall Company performance and is not based upon
any specific objectives or policies, but reflects the subjective judgment of the
Compensation Committee. However, specific annual performance goals are
established for each executive officer. Based on the Compensation Committee's
comparison of the Company's overall compensation levels as a percent of revenues
and net income to comparable companies in the industry, the Compensation
Committee believes its overall compensation levels are in the middle of the
range.
Stock Option Grants.
Executive compensation to reward past performance and to motivate
future performance will also be provided through stock options granted under the
Southern Michigan Bancorp, Inc. 2000 Stock Option Plan. The purpose of the plan
is to encourage executive officers to maintain a long-term stock ownership
position in the Company in order that their interests are aligned with those of
the Company's shareholders. The Board of Directors, in its discretion, has the
authority to determine participants in the plan, the number of shares to be
granted and the option price and term. Consideration for stock option awards are
evaluated on a subjective basis and granted to participants until an ownership
position exists which is consistent with the participant's current
responsibilities. 10,191 options were granted in April 2001.
Chief Executive Officer Compensation.
The Compensation Committee established Mr. Grohalski's base salary
based primarily on a subjective evaluation of the Company's prior year's
financial results, past salary levels and compensation paid to other chief
executive officers in the Company's industry. Based on the Compensation
Committee's comparison of the Company's overall compensation level for Mr.
Grohalski as a percent of revenue and net income to comparable companies in the
industry, the Compensation Committee believes his overall compensation level is
in the middle of the range.
RESPECTFULLY SUBMITTED BY THE MEMBERS OF THE COMPENSATION COMMITTEE, James J.
Morrison, H. Kenneth Cole and James P. Briskey.
Transactions with Directors and Officers
Directors and officers of the Company and their associates were
customers of, and had transactions with the Bank in the ordinary course of
business during 2001. All loans and commitments included in such transactions
were made in the ordinary course of business on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve more than the
normal risk of collectibility or present other unfavorable features.
11
PROPOSAL (2) - RATIFICATION OF INDEPENDENT AUDITORS
The firm of Crowe, Chizek and Company LLP conducted an independent
audit of the financial statements of the Company for the year ended December 31,
2001. Upon the recommendation of the Audit Committee, the Board of Directors has
selected Crowe, Chizek and Company LLP to act as the Company's independent
auditors for 2002.
This selection is being submitted to shareholders for ratification.
While such ratification is not required, the Company believes it is an important
corporate decision in which shareholders should participate. If the selection is
not ratified, the Board of Directors may, nevertheless, choose to retain Crowe,
Chizek and Company LLP as auditors for 2002.
Audit Fees. The aggregate fees billed by Crowe, Chizek and Company LLP
for professional services rendered for the audit (including fees relating to
annual report on form 10-K and quarterly reports on form 10-Q) of the Company's
financial statements for the year ended December 31, 2001 were $43,100.
Financial Information Systems Design and Implementation. The aggregate
fees billed by Crowe, Chizek and Company LLP for professional services described
in Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X (relating to financial
information systems design and implementation) for the year ended December 31,
2001 were $0.
All Other Fees. The aggregate fees billed for services rendered by
Crowe, Chizek and Company LLP, other than services included above under the
captions "Audit Fees" and "Financial Information Systems Design and
Implementation" for the year ended December 31, 2001 were $73,641.
The Audit Committee of the Company believes the services provided by
Crowe, Chizek and Company LLP in exchange for the fees set forth above under the
captions "Financial Information Systems Design and Implementation" and "All
Other Fees" are compatible with maintaining Crowe, Chizek and Company LLP's
independence. Greater than 50% of the hours expended on Crowe, Chizek and
Company LLP's engagement to audit the Company's financial statements for the
year ended December 31, 2001 were performed by full-time permanent employees of
Crowe, Chizek and Company LLP.
A representative of Crowe, Chizek and Company LLP is expected to be
present at the Annual Meeting to respond to appropriate questions from
shareholders and to make any comments deemed appropriate. THE BOARD OF DIRECTORS
RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION OF THE SELECTION OF CROWE,
CHIZEK AND COMPANY LLP AS INDEPENDENT AUDITORS FOR 2002.
OTHER MATTERS
The Board of Directors had not received notice by February 5, 2002 and
does not know, of any other matters which may come before the meeting. However,
if any other matters are properly presented to the meeting, it is the intention
of the holders of the proxies to vote, or otherwise to act, in accordance with
their judgment on such matters.
2003 SHAREHOLDER PROPOSALS
In order for shareholder proposals for the 2003 Annual Meeting of
Shareholders to be eligible for inclusion in the Company's proxy statement, they
must be received by the Company at its principal office, 51 West Pearl Street,
Coldwater, Michigan 49036, on or before November 10, 2002. To be
12
considered for presentation at the 2002 Annual Meeting of Shareholders, a
shareholder proposal not included in the Company's proxy statement must be
received by the Company on or before January 29, 2003 and not earlier than
December 1, 2002. Any such notice shall set forth a description of the business
the shareholder proposes to be brought before the annual meeting and shall
comply with the requirements of the Company's Bylaws.
The financial statements of the Company, supplementary financial
information and management's discussion and analysis of operations for the
fiscal year ended December 31, 2001 are included in Appendix A to this Proxy
Statement.
The Company files an Annual Report on Form 10-K with the Securities and
Exchange Commission. The 2001 Annual Report filed on Form 10-K will be available
upon written request after March 31, 2002. To request a copy of the Form 10-K,
address the request to Southern Michigan Bancorp, Inc., 51 West Pearl Street,
Coldwater, Michigan 49036, Attention: Jaylen T. Johnson, Secretary.
By Order of the Board of Directors
/s/ Jaylen T. Johnson
-------------------------------------------
Jaylen T. Johnson
Secretary
13
APPENDIX A
Southern Michigan Bancorp, Inc. is a one bank holding company. The Company's
subsidiary bank (the "Bank") offers individuals, businesses, institutions and
governmental agencies a full range of commercial banking services primarily in
the southern Michigan communities in which the Bank is located and in areas
immediately surrounding these communities.
CONTENTS
Management's Discussion and Analysis.........................................A-2
Management's Responsibility for Financial Information.......................A-10
Independent Auditor's Report................................................A-11
Consolidated Financial Statements...........................................A-12
Notes to Consolidated Financial Statements..................................A-16
Board of Director and Strategic Management Team.............................A-33
Selected Financial Data/Common Stock Market Prices and Dividends............A-34
Shareholder Information.....................................................A-35
A-1
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion provides information about the Company's financial
condition which supplements the Consolidated Financial Statements. The analysis
should be read in conjunction with such financial statements.
FINANCIAL CONDITION
The Company functions as a financial intermediary and, as such, its financial
condition should be examined in terms of trends in its sources and uses of
funds.
The Company uses its funds primarily to support its lending activities. Loans
decreased by .9% in 2001 and increased by 10.9% in 2000. The 2001 decline
occurred in the real estate mortgage and installment loan categories. Commercial
loans increased 16.1% as the Bank focused attention on this area of lending and
actively called on current and potential customers. Installment loans decreased
29.6% as the Bank chose not to compete with manufacturers offering 0% new car
loans and the Bank placed less emphasis on indirect lending. Real estate
mortgage loans decreased 16.7% as the Bank increased sales of loans in the
secondary market. With interest rates declining, a number of real estate
mortgage loans were refinanced and sold in the secondary market. This reduced
the number and amount of loans that the Bank retained.
Gains recognized on the sale of real estate mortgage loans to the secondary
market increased in 2001 from $533,000 in 2000 to $1,161,000. The secondary
market loan activity increased in 2001 as mortgage rates decreased. Fixed rate
loans which represent all of the loans sold on the secondary market became very
attractive. Loans held for sale at December 31, 2001 were $1,863,000. The real
estate portfolio largely consists of residential mortgages within the local area
with a low risk of loss.
The loan growth in 2000 occurred in the commercial and real estate loan
categories. Commercial loans increased by 16.5% as local businesses expanded and
the Bank focused on this area. Installment loans decreased 5.4% as the Bank
chose to focus on its commercial and residential real estate lending and placed
less emphasis on indirect lending. Real estate mortgage loans increased 10.9% as
the Bank funded larger real estate loans, construction loans and other loans
that did not conform to secondary market guidelines.
Loan commitments, consisting of unused credit card and home equity lines,
available amounts on revolving lines of credit and other approved loans which
have not been funded, were $47,450,000 and $38,056,000 at December 31, 2001 and
2000, respectively. Most of these commitments are priced at a variable interest
rate thus minimizing the Bank's risk in a changing interest rate environment.
There were no significant concentrations in any loan category as to borrower or
industry. Substantially all loans are granted to customers located in the Bank's
service area, which is primarily southern Michigan.
Another significant component of cash flow is the securities portfolio. Total
securities increased by 19.5% in 2001 and decreased by 5.1% in 2000. The funds
received from maturing securities were reinvested in the portfolio in 2001 and
used to partially fund the 2000 loan growth.
The securities available for sale portfolio had net unrealized gains of $605,000
and $280,000 at December 31, 2001 and 2000, respectively. There is no
concentration of securities in the portfolio which would constitute an unusual
risk except at year-end 2001 and 2000, the amortized cost of securities issued
by the State of Michigan and all its political subdivisions totaled $10,455,000
and $11,079,000 with an estimated market value of $10,563,000 and $11,511,000,
respectively.
Deposits traditionally represent the Company's principal source of funds. Total
deposits increased 6.4% in 2001 and 5.2% in 2000. In 2001, the Bank experienced
a substantial increase in deposits, however this was not unexpected. Because of
the erratic financial markets the Bank did see a higher increase in our money
market accounts than was expected. This was due to customers leaving the
financial markets and placing their funds in accounts that paid slightly more
interest than savings accounts, but were not restricted as to withdrawals. In
2000, the Bank chose to increase the rates offered on certificates of deposit
(CDs) in order to attract deposits. The largest increases in CDs were the over
$100,000 category and the 24 - 36 month term CDs. Growth also occurred in other
categories of deposits as lenders were encouraged to bring deposits in with
their loan relationships. Business checking and money market accounts increased
by $10,952,000 in 2000.
A-2
Attracting and keeping traditional deposit relationships will continue to be a
challenge to the Bank, particularly with the increased competition from
nondeposit products. As an alternate funding source, the Bank obtains putable
advances from the Federal Home Loan Bank (FHLB). The advances are secured by a
blanket collateral agreement with the FHLB giving the FHLB an unperfected
security interest in the Bank's one-to-four family mortgage loans. FHLB advances
may be a less expensive way to obtain longer term funds than paying a premium
for long term deposits. Accordingly, the Company borrowed $10 million in 2000.
Premises and equipment increased by 3.3% and 13.6% in 2001 and 2000,
respectively. In 2001, the Bank upgraded its hardware and software to better
serve its customers in the ever changing technological area. In 2000, the Bank
spent approximately $1,459,000 to renovate the Coldwater main office and the
Beckley Road office.
CAPITAL RESOURCES
The Company maintains a strong capital base to take advantage of business
opportunities while ensuring that it has resources to absorb the risk inherent
in the business.
The Federal Reserve Board (FRB) has imposed risk-based capital guidelines
applicable to the Company. These guidelines require that bank holding companies
maintain capital commensurate with both on and off balance sheet credit risks of
their operations. Under the guidelines, a bank holding company must have a
minimum ratio of total capital to risk-weighted assets of 8 percent. In
addition, a bank holding company must maintain a minimum ratio of Tier 1 capital
equal to 4 percent of risk-weighted assets. Tier 1 capital includes common
shareholders' equity, qualifying perpetual preferred stock and minority
interests in equity accounts of consolidated subsidiaries less goodwill.
As a supplement to the risk-based capital requirements, the FRB has also adopted
leverage capital ratio requirements. The leverage ratio requirements are
intended to ensure that adequate capital is maintained against risk other than
credit risk. The leverage ratio requirements establish a minimum ratio of Tier 1
capital to total assets of 3 percent for the most highly rated bank holding
companies and banks that do not anticipate and are not experiencing significant
growth. All other bank holding companies are required to maintain a ratio of
Tier 1 capital to assets of 4 to 5 percent, depending on the particular
circumstances and risk profile of the institution.
Regulatory agencies have determined that the capital component created by the
adoption of FASB Statement 115 should not be included in Tier 1 capital. As
such, the net unrealized appreciation or depreciation on available for sale
securities is not included in the ratios listed in Note P to the financial
statements. The ratios include the common stock subject to repurchase obligation
in the Company's employee stock ownership plan (ESOP). As seen in Note P, the
Company exceeds the well capitalized requirements at December 31, 2001.
In addition to these regulatory requirements, a certain level of capital growth
must be achieved to maintain appropriate levels of equity to total assets.
During 2001 and 2000, total average assets grew 5.2% and 8.2%. At the same time,
average equity (including common stock held by the ESOP) increased 10.7% in 2001
and decreased .5% in 2000. Current year growth is an indication that the Company
has retained adequate capital to support its asset growth and has the ability to
continue growing. Future growth opportunities will focus on maintaining the
existing customer base and growing within selected other markets identified as
providing significant growth potential.
LIQUIDITY AND INTEREST RATE SENSITIVITY
The primary functions of asset/liability management are to assure adequate
liquidity and maintain an appropriate balance between interest-earning assets
and interest-bearing liabilities. Liquidity management involves the ability to
meet the cash flow requirements of customers who may be either depositors
wanting to withdraw funds or borrowers needing assurance that sufficient funds
will be available to meet their credit needs. Interest rate sensitivity
management seeks to avoid fluctuating net interest margins and enhance
consistent growth of net interest income through periods of changing interest
rates.
Maturing loans and investment securities are the principal sources of asset
liquidity. Securities maturing or callable within 1 year were $22,170,000 at
December 31, 2001 representing 36.0% of the market value of the investment
securities portfolio, an increase from the 26.1% level of 2000. Loans maturing
within 1 year were $50,505,000 at December 31, 2001 representing 23.8% of the
gross loan portfolio, an increase from the 21.6% level of 2000.
A-3
Financial institutions are subject to prepayment risk in falling rate
environments. Prepayments of assets carrying higher rates reduce the Company's
interest income and overall asset yields. Certain portions of an institution's
liabilities may be short-term or due on demand, while most of it assets may be
invested in long-term loans or investments. Accordingly, the Company seeks to
have in place sources of cash to meet short-term demands. These funds can be
obtained by increasing deposits, borrowing, or selling assets. Also, Federal
Home Loan Bank advances and short-term borrowings provide additional sources of
liquidity for the Company.
During the year ended December 31, 2001, there was a net increase in cash and
cash equivalents of $4,943,000. The major sources of cash in 2001 were increases
in deposits, maturing securities, loan sales and sales of securities. The major
uses of cash in 2001 were security purchases and loans originated for sale.
During the year ended December 31, 2000, there was a net increase in cash and
cash equivalents of $6,443,000. The major sources of cash in 2000 were increase
in deposits, maturing securities, loan sales and additional borrowings from the
Federal Home Loan Bank. The major uses of cash in 2000 were loan growth and
loans originated for sale.
During the year ended December 31, 1999, there was a net decrease in cash and
cash equivalents of $4,182,000. The major sources of cash in 1999 were loan
sales and maturing securities. The major uses of cash in 1999 were loan growth
and loans originated for sale.
Federal law places restrictions on extensions of credit from banks to their
parent holding company and, with certain exceptions, to other affiliates, on
investments in stock or other securities thereof, and on taking of such
securities as collateral for loans. State law also places restrictions on the
payment of dividends by the Bank to the Company. Note M to the Consolidated
Financial Statements discusses these dividend limitations.
Interest rate risk arises when the maturity or repricing characteristics of
assets differ significantly from the maturity or the repricing characteristics
of liabilities. Accepting this risk can be an important source of profitability
and shareholder value, however excessive levels of interest rate risk could pose
a significant threat to the Company's earnings and capital base. Accordingly,
effective risk management that maintains interest rate risk at prudent levels is
essential to the Company's safety and soundness.
The Company measures the impact of changes in interest rates on net interest
income through a comprehensive analysis of the Bank's interest rate sensitive
assets and liabilities. Interest rate sensitivity varies with different types of
interest-earning assets and interest-bearing liabilities. Overnight federal
funds and mutual funds on which rates change daily and loans which are tied to
the prime rate or a comparable index differ considerably from long-term
investment securities and fixed-rate loans. Similarly, certificates of deposit
and money market investment accounts are much more interest sensitive than
passbook savings accounts. The shorter term interest rate sensitivities are key
to measuring the interest sensitivity gap, or excess interest-earning assets
over interest-bearing liabilities. In addition to reviewing the interest
sensitivity gap, the Company also analyzes projected changes in market interest
rates and the resulting effect on net interest income.
The following table shows the interest sensitivity gaps for five different time
intervals as of December 31, 2001:
0-30 31-90 91-365 1-5 Over 5
Days Days Days Years Years
---- ---- ---- ----- -----
Interest-earning assets $101,313 $6,494 $50,026 $101,152 $21,354
Interest-bearing liabilities $72,780 $88,150 $42,030 $40,559 $1,050
Interest sensitivity gap $28,533 $(81,656) $7,996 $60,593 $20,304
The primary interest sensitive assets in the one year repricing range are
commercial loans and adjustable rate mortgage loans. The primary interest
sensitive liabilities in the one year repricing range are money market
investment accounts, certificates of deposit and interest bearing checking
accounts. This analysis indicates that growth in rate sensitive liabilities has
outpaced the growth in rate sensitive assets in the one year range. This has
occurred primarily as a result of the inclusion of interest bearing checking
accounts and savings accounts in a repricing period of one year or less as these
accounts have become rate sensitive as interest rates have fluctuated. The
long-term interest sensitivity gap indicates that the Company's net interest
margin would improve with an increase in interest rates and decline with further
declines in interest rates. Trying to minimize the interest sensitivity gap is a
continual challenge in a changing rate environment and one of the objectives of
the Company's asset/liability strategy.
A-4
RESULTS OF OPERATIONS
Net interest income is an effective measurement of how well management has
balanced the Company's interest rate sensitive assets and liabilities. Net
interest income decreased by 3.7% in 2001 and increased by 8.0% in 2000 and 1.8%
in 1999. The 2001 decrease is largely due to the eleven decreases in prime rate
throughout the year. The 2000 increase is due to the increase in the commercial
and real estate mortgage loan portfolio and the increases to prime rate
throughout the year. These increases were partially offset by the increased
interest paid for money market and CD deposits and increased interest paid for
Federal Home Loan Bank borrowings. The 1999 increase is due to the reinvestment
of funds held in the investment securities portfolio into the higher yielding
loan portfolio, partially offset by increased interest expense as a result of
increased FHLB advances.
The uncertain economic environment and potential fluctuations in interest rates
are expected to continue to impact the Company and the industry in 2002. The
Company monitors deposit rates on a weekly basis and adjusts deposit rates as
the market dictates. Loan rates are subject to change as the national prime rate
changes and are also influenced by competitors' rates. An increase in deposit
rates occurring at the same time as loan rate decreases would cause the
Company's net interest income to decline.
The provision for loan losses is based on an analysis of the required additions
to the allowance for loan losses. The allowance for loan losses is maintained at
a level believed adequate by management to absorb probable losses in the loan
portfolio. Some factors considered by management in determining the level at
which the allowance is maintained include specific credit reviews, past loan
loss experience, current economic conditions and trends, results of examinations
by regulatory agencies and the volume, growth and composition of the loan
portfolio.
The provision for loan losses was $1,250,000 in 2001, $700,000 in 2000 and
$852,000 in 1999. The increase in the 2001 provision occurred to provide for
increased charge offs, which included one loan totaling $673,000 during the
first quarter. Also contributing to the increase was increased impaired loans
and higher delinquency rates. The 2000 provision was set at a level considered
necessary to cover expected loan losses. The 1999 provision increase occurred to
provide for loan growth and increased charge-offs, primarily as a result of
increased customer bankruptcies. In 2001, net commercial loan charge-offs
totaled $918,000. As mentioned above, $673,000 was related to one borrower. Net
commercial loan charge-offs totaled $417,000 in 2000. This was primarily
attributable to three commercial customers. Two of these customers had been
provided for in 1999. Net commercial loan charge-offs totaled $334,000 in 1999;
$267,000 of this was attributable to three commercial borrowers that
discontinued business operations during 1999. It is not anticipated that the
Company will continue to experience higher than normal losses in 2002. The
provision will be adjusted quarterly, if necessary, to reflect actual charge-off
experience and any known future losses.
Non-interest income, excluding security gains and losses, increased 15.6% in
2001, remained constant in 2000 and decreased by 5.4% in 1999. In order to
reduce the risk associated with changing interest rates, the Bank regularly
sells fixed rate real estate mortgage loans on the secondary market. The Bank
recognizes a profit at the time of the sale. In 2001 gains recognized on the
sale of real estate mortgage loans to the secondary market increased $628,000 or
117.8% from 2000. This increase was due to low mortgage rates that made
refinancing and new home purchases very attractive. In addition, security gains
increased $532,000 during 2001.
In 2000, trust fees, service charges on loans and earnings on life insurance
assets increased but were offset by a decrease in the gains recognized on the
sale of real estate mortgage loans to the secondary market. The Bank increased
its deposit base by 5.2% and generated additional service charges as a result of
the growth. Trust fees increased due to a new fee schedule put in place January
1, 2000.
Security gains of $529,000 were recognized in 2001. Security losses of $3,000
were recognized on sales of securities in 2000. No gains or losses occurred in
1999.
A-5
Non-interest expense increased by 8.9% in 2001, 8.8% in 2000 and 2.2% in 1999.
In 2001, salaries and benefit expenditures increased as additional employees
were added in Battle Creek to assist with the commercial and mortgage volumes
projected in this region. In addition, over $100,000 more in commissions were
paid to mortgage loan originators based on loan volumes generated for the year.
Other non interest expenses increased $562,000. $190,000 was charged to earnings
to write down impaired assets from cost to market value. In addition, $220,000
was charged to earnings relating to a potential liability arising out of
litigation. In February of 2002, the Company resolved the litigation which will
not result in any material additional losses to the Company.
In 2000, the largest increase came in the professional and outside services
category. The Company spent $456,000 in legal and accounting fees in an attempt
to merge with Sturgis Bank & Trust. The merger was called off in October of 2000
after Sturgis Bank and Trust did not obtain a fairness opinion from their
investment advisors. In 2000, salaries and benefit expenditures increased as a
cost of living increase of 2.6% was given to all employees at the beginning of
the year. In addition, the loan department employees hired during 1999 were
employees for the entire year of 2000 adding to the increase.
Income tax expense was $875,000 in 2001, $1,179,000 in 2000 and $1,005,000 in
1999. Tax-exempt income continues to have a major impact on the Company's tax
expense. The benefit offsetting lower coupon rates on municipal instruments is
the nontaxable feature of the income earned on such instruments. This resulted
in a lower effective tax rate and reduced federal income tax expense by
approximately $267,000 in 2001, $290,000 in 2000 and $360,000 in 1999.
Results of operations can be measured by various ratio analyses. Two widely
recognized performance indicators are the return on equity and the return on
assets. The Company's return on equity was 10.47% in 2001, 15.13% in 2000 and
16.37% in 1999. The return on average assets was .90% in 2001, 1.16% in 2000 and
1.23% in 1999.
The majority of assets and liabilities of a financial institution are monetary
in nature and therefore differ greatly from most commercial and industrial
companies that have significant investments in fixed assets or inventories.
However, inflation does have an important impact on the growth of total assets
in the banking industry and the resulting need to increase equity capital at
higher than normal rates in order to maintain an appropriate equity-to-assets
ratio. Another significant effect of inflation is on other expenses, which tend
to rise during periods of general inflation.
Management believes the most significant impact on financial results is the
Company's ability to react to changes in interest rates. As discussed
previously, management is attempting to maintain an essentially balanced
position between interest sensitive assets and liabilities in order to protect
against wide interest rate fluctuations.
NONPERFORMING ASSETS
Nonperforming assets include nonaccrual loans, accruing loans past due 90 days
or more, and other real estate which includes foreclosures, deeds in lieu of
foreclosure and real estate in redemption.
A loan generally is classified as nonaccrual when full collectibility of
principal or interest is doubtful or a loan becomes 90 days past due as to
principal or interest, unless management determines that the estimated net
realizable value of the collateral is sufficient to cover the principal balance
and accrued interest. When interest accruals are discontinued, unpaid interest
credited to income in the current year is reversed, and unpaid interest accrued
in prior years is charged to the allowance for loan losses. Nonperforming loans
are returned to performing status when the loan is brought current and has
performed in accordance with contract terms for a period of time.
A-6
The following table sets forth the aggregate amount of nonperforming loans in
each of the following categories:
December 31
2001 2000 1999
---- ---- ----
(Dollars in thousands)
Nonaccrual loans:
Commercial, financial and agricultural $1,853 $1,759 $ 306
Real estate mortgage 84 -- 23
Installment -- -- --
------ ------ ------
1,937 1,759 329
Loans contractually past due 90 days or more:
Commercial, financial and agricultural 510 123 432
Real estate mortgage 223 277 134
Installment 36 55 34
------ ------ ------
769 455 600
------ ------ ------
Total nonperforming loans 2,706 2,214 929
Other real estate owned 1,406 1,415 161
------ ------ ------
Total nonperforming assets $4,112 $3,629 $1,090
====== ====== ======
Nonperforming loans to year-end loans 1.27% 1.03% .48%
====== ====== ======
Nonperforming assets to year-end loans
and other real estate owned 1.93% 1.69% .56%
====== ====== ======
Nonperforming loans increased in 2001 with the largest increase coming in
commercial, financial and agricultural loans contractually past due 90 days or
more. In 2001, nonaccrual loans were made up of several commercial and
agricultural loans where the borrower experienced severe financial difficulties
and therefore became delinquent. Nonperforming loans are subject to continuous
monitoring by management and are specifically reserved for in the allowance for
loan losses where appropriate. At December 31, 2001 and 2000, the Company had
loans of $2,097,000 and $815,000, which were considered impaired, but
performing.
At December 31, 2001, the Company had approximately $3,644,000 in commercial,
financial and agricultural loans for which payments are presently current but
the borrowers are experiencing certain financial and/or operational
difficulties. These loans are subject to frequent management review and their
classification is reviewed on a monthly basis.
In management's evaluation of the loan portfolio risks, any significant future
increases in nonperforming loans is dependent to a large extent on the economic
environment. In a deteriorating or uncertain economy, management applies more
conservative assumptions when assessing the future prospects of borrowers and
when estimating collateral values. This may result in a higher number of loans
being classified as nonperforming.
REGULATORY MATTERS
Representatives of the Office of Financial and Insurance Services (OFIS)
completed an examination at the Company's subsidiary bank using financial
information as of December 31, 2000. The purpose of the examination was to
determine the safety and soundness of the bank.
Examination procedures require individual judgments about a borrower's ability
to repay loans, sufficiency of collateral values and the effects of changing
economic circumstances. These procedures are similar to those employed by the
Company in determining the adequacy of the allowance for loan losses and in
classifying loans. Judgments made by regulatory examiners may differ from those
made by management. The Company's level and classification of identified
potential problem loans was not revised significantly as a result of this
regulatory examination process.
Management and the Board of Directors evaluate existing practices and procedures
on an ongoing basis. In addition, regulators often make recommendations during
the course of their examination that relate to the operations of the Company and
the Bank. As a matter of practice, management and the Board of Directors
consider such recommendations promptly.
A-7
NEW ACCOUNTING PRONOUNCEMENTS
In 2001, a new accounting standard was issued that will, beginning in 2002,
revise the accounting for goodwill and intangible assets. Identifiable
intangible assets with finite useful lives will be amortized under the new
standard, whereas goodwill, both amounts previously recorded and future amounts
purchased, will cease being amortized starting in 2002. Annual impairment
testing will be required for goodwill with impairment being recorded if the
carrying amount of goodwill exceeds its implied fair value. The Company's
current intangible assets resulted from branch acquisitions. Current
interpretations issued by the Financial Accounting Standards Board (FASB) will
require the amortization of the core deposit intangibles and the goodwill
resulting from branch acquisitions. However, the FASB is reconsidering their
interpretation and it is possible that in the future there may no longer be a
requirement to amortize the goodwill resulting from branch acquisitions.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary market risk exposure is interest rate risk and liquidity
risk. See Liquidity and Interest Rate Sensitivity, above. Business is transacted
in U.S. dollars with no foreign exchange rate risk or any exposure to changes in
commodity prices.
The following tables provide information about the Company's financial
instruments that are sensitive to changes in interest rates as of December 31,
2001 and 2000. The Company had no derivative financial instruments, or trading
portfolio, at either date. The expected maturity date values for loans
receivable, mortgage-backed securities and investment securities were calculated
without adjusting the instrument's contractual maturity date for expectations of
prepayments. Expected maturity date values for interest-bearing core deposits
were not based upon estimates of the period over which the deposits would be
outstanding, but rather the opportunity for repricing. Similarly, with respect
to its variable rate instruments, the Company believes that repricing dates, as
opposed to expected maturity dates may be more relevant in analyzing the value
of such instruments and are reported as such in the following table. Company
borrowings are also reported based on conversion or repricing dates.
A-8
Principal Amount Maturing in:
Fair Value
2002 2003 2004 2005 2006 Thereafter Total 12/31/01
---- ---- ---- ---- ---- ---------- ----- --------
Rate sensitive assets:
Fixed interest rate loan $11,330 $4,212 $14,555 $7,677 $16,520 $16,747 $71,041 $73,350
Average interest rate 7.44% 9.01% 8.90% 9.25% 8.39% 8.82% 8.46%
Variable interest rate loans 40,421 3,103 5,945 8,167 21,191 62,667 141,494 141,494
Average interest rate 5.66 5.71 5.75 5.84 5.92 7.31 6.65
Fixed interest rate securities 13,152 7,686 16,531 6,298 3,513 10,318 57,498 57,498
Average interest rate 4.66 4.88 4.13 4.32 4.02 4.41 4.43
Variable interest rate securities 4,033 4,033 4,033
Average interest rate
Other interest bearing assets 8,115 8,115 8,115
Average interest rate 1.80 1.80
Rate sensitive liabilities:
Interest bearing checking 104,261 104,261 104,261
Average interest rate .89 .89
Savings 33,129 33,129 33,129
Average interest rate 2.27 2.27
Time deposits 63,633 12,663 4,772 2,104 6 83,178 84,806
Average interest rate 3.99 4.15 4.20 4.21 4.21 3.57
Fixed interest rate
borrowings 23,000 78 88 90 94 650 24,000 29,669
Average interest rate 6.47 4.57 4.57 4.57 4.57 4.57 6.39
Principal Amount Maturing in:
Fair Value
2001 2002 2003 2004 2005 Thereafter Total 12/31/00
---- ---- ---- ---- ---- ---------- ---- --------
Rate sensitive assets:
Fixed interest rate loans $10,968 $5,206 $9,849 $16,833 $13,651 $24,996 $81,503 $77,385
Average interest rate 9.53% 9.75% 9.73% 9.51% 9.51% 9.20% 9.20%
Variable interest rate loans 35,393 3,136 2,892 6,349 10,132 75,001 132,902 132,902
Average interest rate 10.25 10.29 10.32 10.35 10.28 9.77 9.77
Fixed interest rate securities 8,400 12,050 12,937 8,255 1,185 8,648 51,475 51,475
Average interest rate 5.50 5.83 6.06 6.50 5.42 6.07 5.97
Other interest bearing assets 555 555 555
Average interest rate 6.27 6.27
Rate sensitive liabilities:
Interest bearing checking 85,475 85,475 85,475
Average interest rate 3.74 3.74
Savings 29,799 29,799 29,799
Average interest rate 2.46 2.46
Time deposits 62,214 9,952 6,881 2,739 90,289 90,506
Average interest rate 6.16 6.15 6.10 6.22 6.16
Fixed interest rate
borrowings 15,000 10,000 25,000 25,067
Average interest rate 6.64 6.28 6.49
A-9
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION
Management of Southern Michigan Bancorp, Inc. has prepared and is responsible
for the accompanying financial statements and for their integrity and
objectivity. In the opinion of management, the financial statements, which
necessarily include amounts based on management's estimates and judgments, have
been prepared in conformity with accounting principles generally accepted in the
United States of America, on a consistent basis. Management also prepared the
other information in the Annual Report and is responsible for its accuracy and
consistency with the financial statements.
The Company maintains a system of internal accounting controls designed to
provide reasonable assurance that assets are safeguarded and that transactions
are executed in accordance with the Company's authorizations and policies.
Further, such a system provides reasonable assurances as to the integrity and
reliability of the financial statements which fairly present financial position
and results of operations in conformity with accounting principles generally
accepted in the United States of America. Internal accounting controls are
augmented by written policies covering standards of personal and business
conduct and an organizational structure providing for division of responsibility
and authority.
Management monitors the effectiveness of and compliance with established control
systems through a continuous program of internal audit and credit examinations
and recommends possible improvements thereto. In addition, as part of their
audit of the Company's financial statements, Crowe, Chizek and Company LLP,
independent auditors, completed an evaluation of selected internal accounting
controls to establish a basis for reliance thereon in determining the nature,
timing, and extent of audit tests to be applied. Management has considered the
recommendations from the examination of controls concerning the Company's system
of internal controls and has taken actions that we believe are cost-effective in
the circumstances to respond appropriately to these recommendations. Management
believes that, as of December 31, 2001, the Company's system of internal
controls has prevented or detected on a timely basis any occurrences that could
be material to the financial statements and that timely corrective actions have
been initiated when appropriate.
The Board of Directors exercises its responsibility for the financial statements
and related information through the Audit Committee, which is composed entirely
of outside directors. The Audit Committee meets regularly with management and
Crowe, Chizek and Company LLP to assess the scope of the annual audit plan and
to review the status of results of audits, including major changes in accounting
policies and reporting practices. Crowe, Chizek and Company LLP has direct and
confidential access to the Audit Committee at all times to discuss the results
of their audits.
James T. Grohalski
President & C.E.O.
A-10
SOUTHERN MICHIGAN BANCORP, INC.
REPORT OF INDEPENDENT AUDITORS
[CROWE CHIZEK LOGO]
Shareholders and Board of Directors
Southern Michigan Bancorp, Inc.
Coldwater, Michigan
We have audited the accompanying consolidated balance sheets of Southern
Michigan Bancorp, Inc. as of December 31, 2001 and 2000 and the related
consolidated statements of income and comprehensive income, changes in
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 2001. These financial statements are the responsibility of
the Company'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 of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Southern Michigan
Bancorp, Inc. as of December 31, 2001 and 2000 and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
2001 in conformity with accounting principles generally accepted in the United
States of America.
As disclosed in Note C, on July 1, 1999 the Company changed its method of
accounting for derivative instruments and hedging activities to comply with new
accounting guidance.
Crowe, Chizek and Company LLP
South Bend, Indiana
February 8, 2002
A-11
SOUTHERN MICHIGAN BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except number of shares)
December 31,
2001 2000
---------------------------
ASSETS
Cash $ 3,448 $ 3,769
Due from banks 19,984 14,720
---------------------------
Cash and cash equivalents 23,432 18,489
Securities available for sale 61,531 51,475
Loans, net of allowance for loan losses $2,065 - 2001 ($2,096 - 2000) 210,470 212,309
Premises and equipment 7,868 7,619
Accrued interest receivable 2,310 3,062
Net cash surrender value of life insurance 5,732 5,507
Other assets 5,753 5,178
---------------------------
TOTAL ASSETS $ 317,096 $ 303,639
===========================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits
Non-interest bearing $ 40,515 $ 37,677
Interest bearing 220,568 207,753
---------------------------
Total deposits 261,083 245,430
Accrued expenses and other liabilities 4,943 3,520
Federal funds purchased 0 4,000
Other borrowings 24,000 25,000
---------------------------
290,026 277,950
Common stock subject to repurchase obligation in
Employee Stock Ownership Plan,
shares outstanding - 98,549 in 2001
(109,438 in 2000) 1,523 1,478
Shareholders' equity
Preferred stock, 100,000 shares authorized; none issued or outstanding
Common stock, $2.50 par value:
Authorized - 4,000,000 shares
Issued - 1,920,651 shares in 2001 (1,940,502 in 2000)
Outstanding - 1,822,102 shares in 2001 (1,831,064 in 2000) 4,555 4,578
Additional paid-in capital 9,652 10,072
Retained earnings 11,528 9,964
Accumulated other comprehensive income 400 185
Unearned Employee Stock Ownership Plan shares (588) (588)
---------------------------
TOTAL SHAREHOLDERS' EQUITY 25,547 24,211
---------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 317,096 $ 303,639
===========================
See accompanying notes to consolidated financial statements.
A-12
SOUTHERN MICHIGAN BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In thousands, except number of shares and per share data)
Accumulated
Other
Additional Compre- Unearned
Common Paid-In Retained hensive ESOP
Stock Capital Earnings Income (Loss) Shares TOTAL
-----------------------------------------------------------------------------
BALANCE AT JANUARY 1, 1999 $ 4,305 $ 3,863 $ 11,505 $ 260 $ (588) $ 19,345
Net income for 1999 3,300 3,300
Cash dividends declared - $.68 per share (1,373) (1,373)
10% stock dividend issued (179,024
shares) 447 5,036 (5,483)
Common stock repurchased and
retired (82,442 shares) (206) (2,466) (2,672)
Change in common stock subject
to repurchase 51 1,988 2,039
Net change in unrealized gain (loss) on
available for sale securities, net of tax (649) (649)
-----------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1999 4,597 8,421 7,949 (389) (588) 19,990
Net income for 2000 3,375 3,375
Cash dividends declared - $.70 per share (1,360) (1,360)
Common stock repurchased and
retired (28,757 shares) (72) (808) (880)
Change in common stock subject
to repurchase 53 2,459 2,512
Net change in unrealized gain (loss) on
available for sale securities, net of tax 574 574
-----------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2000 4,578 10,072 9,964 185 (588) 24,211
Net income for 2001 2,744 2,744
Cash dividends declared - $.61 per share (1,180) (1,180)
Common stock repurchased and
retired (19,851 shares) (50) (348) (398)
Change in common stock subject
to repurchase 27 (72) (45)
Net change in unrealized gain (loss) on
available for sale securities, net of tax 215 215
-----------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2001 $ 4,555 $ 9,652 $ 11,528 $ 400 $ (588) $ 25,547
=============================================================================
See accompanying notes to consolidated financial statements.
A-13
SOUTHERN MICHIGAN BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In thousands, except per share data)
Year ended December 31,
2001 2000 1999
------------------------------------------
Interest income:
Loans, including fees $ 18,466 $ 20,102 $ 16,577
Securities:
Taxable 2,360 2,212 2,235
Tax-exempt 862 908 1,132
------------------------------------------
3,222 3,120 3,367
Other 36 23 107
------------------------------------------
Total interest income 21,724 23,245 20,051
Interest expense:
Deposits 7,895 8,912 7,738
Other 1,750 1,785 697
------------------------------------------
Total interest expense 9,645 10,697 8,435
------------------------------------------
NET INTEREST INCOME 12,079 12,548 11,616
Provision for loan losses 1,250 700 852
------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 10,829 11,848 10,764
Non-interest income:
Service charges on deposit accounts 1,062 1,102 1,064
Trust fees 565 535 486
Securities gains (losses) 529 (3)
Net gains on loan sales 1,161 533 758
Earnings on life insurance assets 253 247 208
Other 461 614 509
------------------------------------------
4,031 3,028 3,025
Non-interest expense:
Salaries and employee benefits 5,275 4,803 4,569
Occupancy 843 820 854
Equipment 1,195 1,040 979
Printing, postage and supplies 413 409 385
Advertising and marketing 316 271 287
Professional and outside services 690 1,032 428
Other 2,509 1,947 1,982
------------------------------------------
11,241 10,322 9,484
------------------------------------------
Income before income taxes 3,619 4,554 4,305
Federal income taxes 875 1,179 1,005
------------------------------------------
NET INCOME 2,744 3,375 3,300
Other comprehensive income:
Unrealized gains (losses) on securities arising during the year 854 866 (1,599)
Net cumulative effect of adopting new accounting principle 616
Reclassification adjustment for accumulated (gains) losses
included in net income (529) 3
Tax effect (110) (295) 334
------------------------------------------
Other comprehensive income (loss) 215 574 (649)
------------------------------------------
COMPREHENSIVE INCOME $ 2,959 $ 3,949 $ 2,651
==========================================
BASIC AND DILUTED EARNINGS PER COMMON SHARE $ 1.43 $ 1.75 $ 1.64
==========================================
See accompanying notes to consolidated financial statements.
A-14
SOUTHERN MICHIGAN BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year ended December 31,
2001 2000 1999
------------------------------------------
OPERATING ACTIVITIES
Net income $ 2,744 $ 3,375 $ 3,300
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 1,250 700 852
Depreciation 900 741 711
Net amortization of investment securities 121 45 206
Net realized (gains) losses on sales and calls of securities (529) 3
Loans originated for sale (55,835) (18,805) (27,348)
Proceeds on loans sold 56,157 19,305 27,773
Net gains on loan sales (1,161) (533) (758)
Net realized (gain) loss on disposal of fixed assets 8 (25)
Net change in:
Accrued interest receivable 752 (620) (24)
Other assets (685) (1,560) (607)
Accrued expenses and other liabilities 1,447 (13) 481
------------------------------------------
Net cash from operating activities 5,169 2,613 4,586
INVESTING ACTIVITIES
Net decrease in federal funds sold 4,000
Activity in available-for-sale
securities:
Sales 12,559 997
Maturities and calls 22,570 12,731 19,238
Purchases (44,452) (10,153) (19,387)
Activity in held-to-maturity securities:
Maturities and calls 12,625
Increase in net cash surrender value of life insurance (225) (256) (225)
Loan originations and payments, net 1,428 (21,737) (30,481)
Proceeds from sale of premises and equipment 15 206
Additions to premises and equipment (1,172) (1,836) (380)
------------------------------------------
Net cash from investing activities (9,277) (20,048) (14,610)
FINANCING ACTIVITIES
Net change in deposits 15,653 12,127 (58)
Net change in federal funds purchased (4,000) 4,000
Proceeds from other borrowings (1,000) 10,000 10,000
Cash dividends paid (1,204) (1,369) (1,428)
Repurchase of common stock (398) (880) (2,672)
------------------------------------------
Net cash from financing activities 9,051 23,878 5,842
------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 4,943 6,443 (4,182)
Beginning cash and cash equivalents 18,489 12,046 16,228
------------------------------------------
ENDING CASH AND CASH EQUIVALENTS $ 23,432 $ 18,489 $ 12,046
==========================================
Transfers of securities from held to maturity
to available for sale $ - $ - $ 19,747
Cash paid for interest $ 9,825 $ 10,687 $ 8,397
See accompanying notes to consolidated financial statements.
A-15
SOUTHERN MICHIGAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS AND INDUSTRY SEGMENTS: Southern Michigan Bancorp, Inc. is a
bank holding company. The Company's business is concentrated in the banking
industry segment. The business of commercial and retail banking accounts for
more than 90% of its revenues, operating income and assets. While the Company's
chief decision makers monitor the revenue stream of various company products and
services, operations are managed and financial performance is evaluated on a
company-wide basis. Accordingly, all of the Company's banking operations are
considered by management to be aggregated into one operating segment. The Bank
offers individuals, businesses, institutions and government agencies a full
range of commercial banking services primarily in the southern Michigan
communities in which the Bank is located and in areas immediately surrounding
these communities. The Bank grants commercial and consumer loans to customers.
The majority of loans are secured by business assets, commercial real estate,
and consumer assets. There are no foreign loans. SMB Mortgage Company was
established in August 2000 as a wholly-owned subsidiary of the Bank. All
residential real estate loans are transacted through this subsidiary. The
majority of loans are secured by residential real estate.
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the
accounts of Southern Michigan Bancorp, Inc. (the Company) and its wholly owned
subsidiary, Southern Michigan Bank & Trust (the Bank), after elimination of
significant intercompany balances and transactions.
USE OF ESTIMATES: The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities and disclosure of contingent liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. Estimates that are more susceptible to change in the near term
include the allowance for loan losses, deferred income tax provisions, fair
values of certain securities and other financial instruments and the actuarial
present value of pension benefit obligations, net periodic pension expense and
accrued pension costs.
SECURITIES: Management determines the appropriate classification of securities
at the time of purchase. If management has the intent and the Company has the
ability at the time of purchase to hold securities until maturity, they are
classified as held to maturity and carried at amortized historical cost.
Securities to be held for indefinite periods of time and not intended to be held
to maturity are classified as available for sale and carried at fair value, with
unrealized gains and losses reported in other comprehensive income and
shareholders' equity, net of tax. Securities classified as available for sale
include securities that management intends to use as part of its asset/liability
management strategy and that may be sold in response to changes in interest
rates, prepayment risk, and other factors.
Premiums and discounts on securities are recognized in interest income using the
level yield method over the estimated life of the security. Gains and losses on
the sale of available for sale securities are determined using the specific
identification method. Securities are written down to fair value when a decline
in fair value is not temporary.
LOANS HELD FOR SALE: Loans held for sale are reported at the lower of cost or
market value in the aggregate. Net unrealized losses are recorded in a valuation
allowance by charges to income.
LOANS: Loans are reported at the principal balance outstanding, net of unearned
interest, deferred loan fees and costs, and an allowance for loan losses.
Interest income is reported on the interest method and includes amortization of
net deferred loan fees and costs over the loan term.
Interest income is not reported when full loan repayment is in doubt, typically
when payments are past due over 90 days, unless the loan is both well secured
and in the process of collection. Payments received on such loans are reported
as principal reductions.
A-16
SOUTHERN MICHIGAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE A - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ALLOWANCE FOR LOAN LOSSES: The allowance for loan losses is a valuation
allowance for probable incurred credit losses, increased by the provision for
loan losses and decreased by charge-offs less recoveries. Estimating the risk of
loss and the amount of loss on any loans is necessarily subjective. Accordingly,
management estimates the allowance balance based on past loan loss experience,
nature and volume of the portfolio, information about specific borrower
situations and estimated collateral values, economic conditions, and other
factors. Allocations of the allowance may be made for specific loans, but the
entire allowance is available for any loan that, in management's judgment,
should be charged-off. Loan losses are charged against the allowance when
management believes the uncollectibility of a loan balance is confirmed.
Loan impairment is reported when full payment under the loan terms is not
expected. Impairment is evaluated in total for smaller-balance loans of similar
nature such as residential mortgage and consumer loans and on an individual loan
basis for other loans. If a loan is impaired, a portion of the allowance is
allocated so that the loan is reported, net, at the present value of estimated
future cash flows using the loan's existing rate or at the fair value of
collateral if repayment is expected solely from the collateral. Loans are
evaluated for impairment when payments are delayed, typically 90 days or more,
or when it is probable that all principal and interest amounts will not be
collected according to the original terms of the loan.
PREMISES AND EQUIPMENT: Premises and equipment are stated at cost, less
accumulated depreciation. Depreciation is computed principally using accelerated
methods over their estimated useful lives. These assets are reviewed for
impairment when events indicate their carrying amount may not be recoverable
from future undiscounted cash flows. Maintenance, repairs and minor alterations
are charged to current operations as expenditures occur. Major improvements are
capitalized. Land is carried at cost.
SERVICING RIGHTS: Servicing rights represent both purchased rights and the
allocated value of servicing rights retained on loans sold. Servicing rights are
expensed in proportion to, and over the period of, estimated net servicing
revenues.
Impairment is evaluated based on the fair value of the rights, using groupings
of the underlying loans as to interest rates and then, secondarily, as to
geographic and prepayment characteristics. Any impairment of a grouping is
reported as a valuation allowance.
GOODWILL AND CORE DEPOSIT INTANGIBLES: Goodwill is the excess of purchase price
over identified net assets in business acquisitions. Goodwill is currently
amortized on the straight-line method over 15 years. Identified intangibles
represent the value of depositor relationships purchased and are amortized on
accelerated methods over 10 years. Goodwill and identified intangibles are
assessed for impairment based on estimated undiscounted cash flows, and written
down if necessary. Goodwill was $620,000 and $682,000 and core deposit
intangibles were $189,000 and $320,000 at December 31, 2001 and 2000,
respectively. These balances are included in other assets.
OTHER REAL ESTATE: Other real estate was $1,406,000 and $1,415,000 at December
31, 2001 and 2000 and is included in other assets. Other real estate is
comprised of properties acquired through a foreclosure proceeding or acceptance
of a deed in lieu of foreclosure. These properties are initially recorded at the
lower of cost or fair value at the date of foreclosure, establishing a new cost
basis. After foreclosure, valuations are periodically performed by management
and real estate is carried at the lower of cost or fair value less estimated
cost of disposal. Expenses, gains and losses on disposition, and changes in the
valuation allowance are reported in other expense.
STOCK COMPENSATION: Employee compensation expense under stock option plans is
reported if options are granted below market price at grant date. Pro forma
disclosures of net income and earnings per share are shown using the fair value
method of SFAS No. 123 to measure expense for options granted after 1994, using
an option pricing model to estimate fair value.
A-17
SOUTHERN MICHIGAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE A - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES: Income tax expense is the total of the current year income tax due
or refundable and the change in deferred tax assets and liabilities. Deferred
tax assets and liabilities are the expected future tax amounts for the temporary
differences between carrying amounts and tax bases of assets and liabilities,
computed using enacted tax rates. A valuation allowance, if needed, reduces
deferred tax assets to the amount expected to be realized.
EARNINGS AND DIVIDENDS PER COMMON SHARE: Basic earnings per common share is
based on net income divided by the weighted average number of common shares
outstanding during the period. ESOP shares are considered outstanding for this
calculation unless unearned. Diluted earnings per common share reflects the
dilutive effect of any additional potential common shares. Earnings and
dividends per share are restated for all stock splits and stock dividends
through the date of issue of the financial statements.
CASH FLOW INFORMATION: For purposes of the consolidated statements of cash
flows, the Company considers cash and due from banks as cash and cash
equivalents. The Company reports net cash flows for customer loan and deposit
transactions.
COMPREHENSIVE INCOME: Comprehensive income consists of net income and other
comprehensive income. Other comprehensive income includes the net change in
unrealized gains and losses on securities available for sale, net of tax, which
is also recognized as a separate component of shareholders' equity.
FAIR VALUES OF FINANCIAL INSTRUMENTS: Fair values of financial instruments are
estimated using relevant market information and other assumptions. Fair value
estimates involve uncertainties and matters of significant judgment regarding
interest rates, credit risk, prepayments and other factors, especially in the
absence of broad markets for particular items. Changes in assumptions or in
market conditions could significantly affect such estimates. The fair value
estimates of existing on-and off- balance sheet financial instruments does not
include the value of anticipated future business or values of assets and
liabilities not considered financial instruments.
CONCENTRATIONS OF CREDIT RISK: The Company grants commercial, real estate and
installment loans to customers mainly in Southern Michigan. Commercial loans
include loans collateralized by commercial real estate, business assets and
agricultural loans collateralized by crops and farm equipment. Commercial,
financial and agricultural loans make up approximately 62% of the loan portfolio
and the loans are expected to be repaid from cash flow from operations of
businesses. Residential mortgage loans make up approximately 28% of the loan
portfolio and are collateralized by mortgages on residential real estate.
Consumer loans make up approximately 10% of the loan portfolio and are primarily
collateralized by consumer assets.
FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK: Financial instruments include
off-balance sheet credit instruments, such as commitments to make loans and
standby letters of credit issued to meet customer needs. The face amount for
these items represents the exposure to loss before considering customer
collateral or ability to repay. Such financial instruments are recorded when
they are funded.
NEW ACCOUNTING PRONOUNCEMENT: A new accounting standard requires all business
combinations to be recorded using the purchase method of accounting for any
transaction initiated after June 30, 2001. Under the purchase method, all
identifiable tangible and intangible assets and liabilities of the acquired
company must be recorded at fair value at date of acquisition, and the excess of
cost over fair value of net assets acquired is recorded as goodwill.
Identifiable intangible assets must be separate from goodwill. Identifiable
intangible assets with finite useful lives will be amortized under the new
standard, whereas goodwill, both amounts previously recorded and future amounts
purchased, will cease being amortized starting in 2002. Annual impairment
testing will be required for goodwill with impairment being recorded if the
carrying amount of goodwill exceeds its implied fair value. The Company's
current intangible assets resulted from branch acquisitions. Current
interpretations issued by the Financial Accounting Standards Board (FASB) will
require the amortization of the core deposit intangibles and the goodwill
resulting from branch acquisitions. However, the FASB is reconsidering their
interpretation and it is possible that in the future there may no longer be a
requirement to amortize the goodwill resulting from branch acquisitions.
A-18
SOUTHERN MICHIGAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE A - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
LOSS CONTINGENCIES: Loss contingencies, including claims and legal actions
arising in the ordinary course of business, are recorded as liabilities when the
likelihood of loss is probable and an amount or range of loss can be reasonably
estimated. Management charged $220,000 against earnings in 2001 representing the
Company's estimate as of December 31, 2001 of the potential liability arising
out of litigation involving the Bank's trust department. In February of 2002,
the Company resolved the litigation which will not result in any additional
material losses to the Company.
RECLASSIFICATIONS: Some items in the prior year consolidated financial
statements have been reclassified to conform with the current year presentation.
NOTE B - BASIC AND DILUTED EARNINGS PER COMMON SHARE
A reconciliation of the numerators and denominators of basic and diluted
earnings per common share for the years ended is presented below:
2001 2000 1999
---- ---- ----
BASIC EARNINGS PER COMMON SHARE
Net income (in thousands) $ 2,744 $ 3,375 $ 3,300
==========================================
Weighted average common shares outstanding 1,937,844 1,947,384 2,027,015
Less: Unallocated ESOP shares (15,400) (15,400) (15,400)
------------------------------------------
Weighted average common shares outstanding for basic
earnings per common share 1,922,444 1,931,984 2,011,615
==========================================
Basic earnings per common share $ 1.43 $ 1.75 $ 1.64
==========================================
DILUTED EARNINGS PER COMMON SHARE
Net income (in thousands) $ 2,744 $ 3,375 $ 3,300
==========================================
Weighted average common shares outstanding for basic
earnings per common share 1,922,444 1,931,984 2,011,615
Add: Dilutive effects of assumed exercises of stock options 121 - -
------------------------------------------
Average shares and dilutive potential
of common shares outstanding 1,922,515 1,931,984 2,011,615
==========================================
Diluted earnings per common share $ 1.43 $ 1.75 $ 1.64
==========================================
A-19
SOUTHERN MICHIGAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE C - SECURITIES
Year end investment securities were as follows (in thousands):
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
AVAILABLE FOR SALE, 2001 COST GAINS LOSSES VALUE
---------------------------------------------------------
U.S. Treasury and Government agencies $ 21,156 $ 324 $ (4) $ 21,476
States and political subdivisions 30,098 293 (69) 30,322
Corporate securities 4,410 35 4,445
Mortgage-backed securities 1,473 22 1,495
---------------------------------------------------------
Total debt securities 57,137 674 (73) 57,738
Equity securities 3,789 4 3,793
---------------------------------------------------------
TOTAL $ 60,926 $ 678 $ (73) $ 61,531
=========================================================
Included above are $4,033,000 in floating rate securities that are putable on a
weekly basis.
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
AVAILABLE FOR SALE, 2000 COST GAINS LOSSES VALUE
---------------------------------------------------------
U.S. Treasury and Government agencies $ 19,023 $ 160 $ (20) $ 19,163
States and political subdivisions 22,575 176 (14) 22,737
Corporate securities 6,031 102 (79) 6,054
Mortgage-backed securities 2,283 (45) 2,238
---------------------------------------------------------
Total debt securities 49,912 438 (158) 50,192
Equity securities 1,283 1,283
---------------------------------------------------------
TOTAL $ 51,195 $ 438 $ (158) $ 51,475
=========================================================
There were no securities held to maturity as of December 31, 2001 or 2000.
Sales of available for sale securities were (in thousands):
2001 2000 1999
------------------------------------------
Proceeds $ 12,559 $ 997 $ 0
Gross gains 545 1 0
Gross losses (44) (4) 0
Contractual maturities of debt securities at year-end 2001 were as follows (in
thousands). Securities not due at a single maturity date, primarily
mortgage-backed securities, are shown separately. Expected maturities may differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
AMORTIZED FAIR
COST VALUE
---------------------------
Due in one year or less $ 14,187 $ 14,330
Due from one to five years 32,722 33,118
Due from five to ten years 5,784 5,832
Due after ten years 2,971 2,963
Mortgage-backed securities 1,473 1,495
---------------------------
$ 57,137 $ 57,738
===========================
Securities with a carrying value of $ 0 and $20,407,000 as of December 31, 2001
and 2000, respectively, were pledged to secure FHLB borrowings. Securities with
a carrying value of $13,047,000 and $2,355,000 were pledged as collateral for
public deposits and for other purposes in 2001 and 2000.
A-20
SOUTHERN MICHIGAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE C - SECURITIES (CONTINUED)
Except as indicated, total securities of any state (including all its political
subdivisions) were less than 10% of shareholders' equity. At year-end 2001 and
2000, the amortized cost of securities issued by the state of Michigan and all
its political subdivisions totaled $10,455,000 and $11,079,000 with an estimated
market value of $10,563,000 and $11,511,000, respectively.
As of July 1, 1999, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging
Activities." Under SFAS No. 133, all derivative instruments are recorded at
their fair values. If derivative instruments are designated as hedges of fair
values, both the change in the fair value of the hedge and the hedged item are
included in current earnings. Fair value adjustments related to cash flow hedges
are recorded in other comprehensive income and reclassified to earnings when the
hedged transactions are reflected in earnings. Ineffective portions of hedges
are reflected in income currently. The Company does not have any derivative
instruments nor does the Company have any hedging activities. As permitted by
SFAS No. 133, the Company transferred securities with an amortized cost of
$19,131,000 and a fair value of $19,747,000 from the held to maturity portfolio
to the available for sale portfolio. None of these securities were sold during
1999.
NOTE D - LOANS
Loans at year-end were as follows (in thousands):
2001 2000
---------------------------
Commercial $ 130,903 $ 112,748
Consumer 22,118 31,411
Real estate mortgage 57,651 69,222
Loans held for sale, net of valuation allowance of $-0- in 2001 and 2000 1,863 1,024
---------------------------
212,535 214,405
Less allowance for loan losses (2,065) (2,096)
---------------------------
LOANS, NET $ 210,470 $ 212,309
===========================
Certain directors and executive officers of the Company and the Bank, including
their associates and companies in which they are principal owners, were loan
customers of the Bank. The following is a summary of loans (in thousands)
exceeding $60,000 in the aggregate to these individuals and their associates.
2001 2000
---------------------------
Balance at January 1 $ 4,113 $ 4,502
New loans 6,294 5,807
Repayments (6,341) (5,766)
Other changes, net (254) (430)
---------------------------
BALANCE AT DECEMBER 31 $ 3,812 $ 4,113
===========================
The unpaid principal balance of mortgage loans serviced for others, which are
not included on the consolidated balance sheet, was $46,690,000 and $72,920,000
at December 31, 2001 and 2000, respectively.
Activity for capitalized mortgage servicing rights was as follows (in
thousands):
2001 2000 1999
------------------------------------------
Balance at January 1 $ 780 $ 796 $ 595
Additions - 184 377
Amortized to expense (356) (200) (176)
------------------------------------------
BALANCE AT DECEMBER 31 $ 424 $ 780 $ 796
==========================================
No valuation allowance for capitalized mortgage servicing rights was necessary
at December 31, 2001, 2000 or 1999.
A-21
SOUTHERN MICHIGAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE E - ALLOWANCES FOR LOAN LOSSES
Changes in the allowance for loan losses for the years ended December 31 were as
follows (in thousands):
2001 2000 1999
------------------------------------------
Balance at January 1 $ 2,096 $ 2,132 $ 2,026
Provision for loan losses 1,250 700 852
Loans charged off (1,765) (942) (1,050)
Recoveries 484 206 304
------------------------------------------
Net charge-offs (1,281) (736) (746)
------------------------------------------
BALANCE AT DECEMBER 31 $ 2,065 $ 2,096 $ 2,132
==========================================
2001 2000
---------------------------
Information regarding impaired loans follows:
Year end loans with allowance for loan losses allocated $ 3,405 $ 2,312
Year end loans with no allowance for loan losses allocated 1,102 421
---------------------------
Total impaired loans $ 4,507 $ 2,733
===========================
Amount of allowance allocated to these loans 845 $ 850
2001 2000 1999
------------------------------------------
Average balance of impaired loans during the year $ 5,950 $ 3,121 $ 2,415
Cash basis interest income recognized during the year $ 267 $ 275 $ 191
Interest income recognized during the year $ 233 $ 257 $ 200
NOTE F - PREMISES AND EQUIPMENT
Premises and equipment consist of (in thousands):
2001 2000
---------------------------
Land $ 786 $ 786
Buildings and improvements 8,897 8,782
Equipment 4,907 3,959
---------------------------
14,590 13,527
Less accumulated depreciation 6,722 5,908
---------------------------
TOTALS $ 7,868 $ 7,619
===========================
Depreciation and amortization expense charged to operations was approximately
$900,000, $741,000 and $711,000 in 2001, 2000 and 1999, respectively.
A-22
SOUTHERN MICHIGAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE G - DEPOSITS
The carrying amount of domestic deposits at year-end follows (in thousands):
2001 2000
---------------------------
Non-interest bearing checking $ 40,515 $ 37,677
Interest bearing checking 40,640 39,222
Passbook savings 31,085 29,799
Money market accounts 63,621 46,253
Time deposits 83,178 90,289
Other deposits 2,044 2,190
---------------------------
TOTALS $ 261,083 $ 245,430
===========================
The carrying amount of time deposits over $100,000 was $26,027,000 and
$29,512,000 at December 31, 2001 and 2000, respectively. Interest expense on
time deposits over $100,000 was $1,737,000, $1,482,000 and $1,263,000 for the
years ended December 31, 2001, 2000 and 1999, respectively.
At year-end, scheduled maturities of time deposits were as follows for the years
ending December 31 (in thousands):
2002 $ 63,633
2003 12,663
2004 4,772
2005 2,104
2006 6
-----------
TOTALS $ 83,178
===========
Related party deposits were $2,047,000 and $1,934,000 at December 31, 2001 and
2000, respectively.
NOTE H - OTHER BORROWINGS
Other borrowings represents advances obtained by the Bank from the Federal Home
Loan Bank (FHLB) of Indianapolis. $23,000,000 of the advances have fixed
interest rates ranging from 5.71% to 6.89% until the stated call dates ranging
from February 20, 2001 to July 5, 2005. On the stated call dates, the FHLB will
have the option to convert the advances to a periodic adjustable rate and will
continue to have this option quarterly thereafter. The advances may not be
prepaid by the Bank prior to the FHLB exercising its option to convert the
advances to an adjustable rate. The remaining $1,000,000 FHLB advance is at a
fixed rate of 4.57% with principal payments beginning in December of 2003 and
continuing through December of 2013. The advances are secured by a blanket
collateral agreement with the FHLB which gives the FHLB an unperfected security
interest in the Bank's one-to-four family mortgage loans. Eligible FHLB
collateral at December 31, 2001 and 2000 was approximately $43,000,000 and
$73,000,000.
At year-end 2001, scheduled principal reductions on these advances were as
follows for the years ending December 31 (in thousands):
2002 $ 3,000
2003 78
2004 10,088
2005 10,090
2006 94
Thereafter 650
-----------
TOTAL FHLB ADVANCES $ 24,000
===========
A-23
SOUTHERN MICHIGAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE I - INCOME TAXES
Income tax expense consists of:
2001 2000 1999
------------------------------------------
Current $ 1,096 $ 1,100 $ 1,021
Deferred (221) 79 (16)
------------------------------------------
TOTALS $ 875 $ 1,179 $ 1,005
==========================================
Income tax expense calculated at the statutory federal income tax rate of 34%
differs from actual income tax expense as follows (in thousands):
2001 2000 1999
------------------------------------------
Statutory rates $ 1,230 $ 1,548 $ 1,464
Tax-exempt interest income (267) (288) (358)
Increase in net cash surrender value of life insurance policies (89) (87) (77)
Other items, net 1 6 (24)
------------------------------------------
TOTALS $ 875 $ 1,179 $ 1,005
==========================================
Year-end deferred tax assets and liabilities consist of (in thousands):
2001 2000
---------------------------
Deferred tax assets:
Allowance for loan losses $ 476 $ 484
Deferred compensation and supplemental retirement liability 605 574
Intangible asset amortization 96 69
Pension liability 70 90
Other 25 -
---------------------------
Totals 1,272 1,217
Deferred tax liabilities:
Net unrealized appreciation on available for sale securities 205 95
Mortgage servicing rights 144 265
Other 15 60
---------------------------
Totals 364 420
---------------------------
NET DEFERRED TAX ASSET $ 908 $ 797
===========================
The Company made income tax payments of $1,102,000 in 2001, $965,000 in 2000 and
$1,160,000 in 1999. An allowance against the net deferred tax asset was not
considered necessary at December 31, 2001 or 2000.
NOTE J - BENEFIT PLANS
The defined benefit pension plan covers substantially all full-time employees.
The benefits are based on years of service and the employee's average highest
compensation during five consecutive years of employment. The funding policy is
to contribute annually an amount sufficient to meet the minimum funding
requirements set forth in the Employee Retirement Income Security Act of 1974,
plus additional amounts as may be appropriate from time to time. Contributions
are intended to provide not only for benefits attributed to service to date but
also for those expected to be earned in the future. Assets held by the plan
primarily include corporate and foreign bonds and common equity securities.
A-24
SOUTHERN MICHIGAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE J - BENEFIT PLANS (CONTINUED)
Information about the pension plan was as follows (in thousands):
2001 2000
----------------------------
Change in benefit obligation:
Beginning benefit obligation $ (1,510) $ (1,415)
Service cost (120) (113)
Interest cost (107) (99)
Actuarial (gain) loss 3 (122)
Benefits paid 89 239
---------------------------
Ending benefit obligation $ (1,645) $ (1,510)
===========================
Change in plan assets, at fair value:
Beginning plan assets $ 1,527 $ 1,772
Actual return (103) (86)
Employer contribution 144 80
Benefits paid (89) (239)
---------------------------
Ending plan assets $ 1,479 $ 1,527
===========================
Net amount recognized:
Funded status $ (166) $ 17
Unrecognized net actuarial gain (30) (273)
Unrecognized transition obligation 6 9
Unrecognized prior service cost 12 25
---------------------------
Accrued pension cost $ (178) $ (222)
===========================
The components of pension expense and related actuarial assumptions were as
follows:
2001 2000 1999
------------------------------------------
Components of net periodic benefit cost:
Service cost $ 120 $ 113 $ 133
Interest cost 108 99 134
Expected return on plan assets (129) (137) (153)
Net amortization and deferral - (6) 16
------------------------------------------
Net periodic benefit cost $ 99 $ 69 $ 130
==========================================
Discount rate on benefit obligation 7.0% 7.0% 7.0%
Long-term expected rate of return on plan assets 8.0% 8.0% 8.0%
Rate of compensation increase 3.0% 3.0% 3.0%
The Company has an employee stock ownership plan (ESOP) for substantially all
full-time employees. The Board of Directors determines the Company's
contribution level annually. Assets of the plan are held in trust by the Bank
and administrative costs of the plan are borne by the plan sponsor. Costs
charged to operations for contributions to the plan totaled $91,000, $73,000 and
$78,000 in 2001, 2000 and 1999. During 2000, the Company amended its ESOP plan
to adopt 401(k) provisions allowing for employee salary deferrals to purchase
mutual funds. Company matching is provided in Company stock. Substantially all
employees have converted their ESOP accounts to the amended plan.
A-25
SOUTHERN MICHIGAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE J - BENEFIT PLANS (CONTINUED)
Shares held by the ESOP at year-end are as follows:
2001 2000
---------------------------
Allocated shares 98,549 109,438
Unallocated shares 15,400 15,400
---------------------------
TOTAL ESOP SHARES 113,949 124,838
===========================
The fair value of the allocated shares held by the ESOP is approximately
$1,523,000 and $1,478,000 at December 31, 2001 and 2000, respectively. Upon
distribution of shares to a participant, the participant has the right to
require the Company to purchase shares at their fair value in accordance with
terms and conditions of the plan. As such these shares are not classified in
shareholders' equity as permanent equity.
As an incentive to retain key members of management and directors, the Bank has
a deferred compensation plan whereby participants defer a portion of current
compensation. Benefits are based on salary and length of service and are vested
as service is provided from the date of participation through age 65. A
liability is recorded on a present value basis and discounted at current
interest rates. This liability may change depending upon changes in long-term
interest rates. Deferred compensation expense was $204,000, $216,000 and
$218,000 in 2001, 2000 and 1999. The liability for vested benefits was
$1,548,000 and $1,467,000 at December 31, 2001 and 2000, respectively.
NOTE K - STOCK OPTIONS
On April 17, 2000, the Company approved a Stock Option Plan to advance the
interests of the Company and its shareholders by affording to directors,
officers and other employees of the Company an opportunity to acquire or
increase their proprietary interest in the Company using stock options. Option
shares authorized under the plan total 110,000. Options are to be granted with
an exercise period of 10 years or less, an exercise price of not less than the
fair market value of the stock on the date the options are granted and a vesting
period as determined by the Board of Directors. The plan will terminate on the
earliest of: (i) March 20, 2010; (ii) when all shares have been issued through
exercise of options granted under this Plan; or (iii) at any earlier time that
the Board of Directors may determine. A total of 10,191 options were granted in
2001.
A-26
SOUTHERN MICHIGAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE K - STOCK OPTIONS (CONTINUED)
A summary of the activity in the plan is as follows for the year ended December
31, 2001.
WEIGHTED
AVERAGE
EXERCISE
SHARES PRICE
---------------------------
Outstanding at beginning of year - $ -
Granted 10,191 15.32
Exercised - -
Forfeited 311 15.32
--------- ---------
Outstanding at end of year 9,880 $ 15.32
========= =========
Options exercisable at year-end - -
Weighted-average fair value of
options granted during year $ 2.55
Options outstanding at year-end 2001 were as follows.
OUTSTANDING EXERCISABLE
----------- -----------
WEIGHTED AVERAGE WEIGHTED
REMAINING AVERAGE
CONTRACTUAL EXERCISE
RANGE OF EXERCISE PRICES NUMBER LIFE NUMBER PRICE
- -----------------------------------------------------------------------------------------------------
$15 - $16 9,880 9.33 years - -
Had compensation cost for stock options been measured using FASB Statement No.
123, net income and earnings per share would have been the pro forma amounts
indicated below for the year ended December 31, 2001.
Net income as reported $ 2,744
Pro forma net income 2,737
Basic earnings per share as reported 1.43
Pro forma basic earnings per share 1.42
Diluted earnings per share as reported 1.43
Pro forma diluted earnings per share 1.42
The pro forma effects are computed using option pricing models, using the
following weighted-average assumptions as of grant date.
Risk-free interest rate 5.00%
Expected option life 6.00 years
Expected stock price volatility 19.04%
Dividend yield 3.95%
A-27
SOUTHERN MICHIGAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE L - COMMITMENTS
There are various commitments which arise in the normal course of business, such
as commitments under commercial letters of credit, standby letters of credit and
commitments to extend credit. Accounting principles generally accepted in the
United States of America recognize these transactions as contingent liabilities
and accordingly, they are not reflected in the accompanying financial
statements. These arrangements have credit risk essentially the same as that
involved in extending loans to customers and are subject to the Bank's normal
credit policies. Collateral generally consists of receivables, inventory and
equipment and is obtained based on management's credit assessment of the
customer.
At December 31, 2001 and 2000, respectively, the Bank had commitments under
commercial letters of credit, used to facilitate customers' trade transactions,
of $0 and $147,000.
Under standby letter of credit agreements, the Bank agrees to honor certain
commitments in the event that its customers are unable to do so. At December 31,
2001 and 2000, respectively, commitments under outstanding standby letters of
credit were $183,000 and $480,000.
Loan commitments outstanding to extend credit are detailed below (in thousands):
2001 2000
---------------------------
Fixed rate $ 3,359 $ 2,963
Variable rate 44,091 35,093
----------------------------
TOTALS $ 47,450 $ 38,056
============================
The fixed rate commitments have stated interest rates ranging from 4.75% to
10.00%. The terms of the above commitments range from 1 to 60 months.
Management does not anticipate any losses as a result of the above related
transactions; however, the above amount represents the maximum exposure to
credit loss for loan commitments and commercial and standby letters of credit.
At December 31, 2001, the Company had line of credit agreements with LaSalle
Bank and Fifth Third Bank for $4,000,000 and $750,000, respectively. The
balances on these lines were $0 at December 31, 2001. The line of credit at
LaSalle Bank is secured by Bank stock.
At December 31, 2001, the Bank had line of credit agreements with Fifth Third
Bank, Bank One and Federal Home Loan Bank for $5,500,000, $7,000,000 and
$4,000,000, respectively. The balances on these lines were $0 at December 31,
2001.
NOTE M - RESTRICTIONS ON TRANSFERS FROM SUBSIDIARY
Banking laws and regulations restrict the amount the Bank may transfer to the
Company in the form of cash dividends, loans and advances. At December 31, 2001,
approximately $7,015,000 of the subsidiaries' retained earnings is available for
transfer in the form of dividends without prior regulatory approval.
A-28
SOUTHERN MICHIGAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE N - SOUTHERN MICHIGAN BANCORP, INC. (PARENT COMPANY ONLY) FINANCIAL
INFORMATION
Condensed financial statements of Southern Michigan Bancorp, Inc. follow
(in thousands):
Balance Sheets December 31,
2001 2000
---------------------------
ASSETS
Cash $ 2 $ 1
Securities available for sale 1,708 2,944
Investment in subsidiary 24,594 22,243
Premises and equipment 1,078 1,109
Other 601 295
---------------------------
TOTAL ASSETS $ 27,983 $ 26,592
===========================
LIABILITIES AND SHAREHOLDERS' EQUITY
Dividends payable $ 307 $ 331
Other liabilities 606 572
Common stock subject to repurchase obligation in ESOP 1,523 1,478
Shareholders' equity 25,547 24,211
---------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 27,983 $ 26,592
===========================
Statements of Income Year ended December 31,
2001 2000 1999
------------------------------------------
Dividends from Bank $ 457 $ 1,415 $ 3,718
Interest income 105 151 154
Other income 240 249 269
Other expenses (177) (500) (98)
------------------------------------------
625 1,315 4,043
Federal income tax (expense) benefit (31) 71 (35)
------------------------------------------
594 1,386 4,008
Equity in undistributed (excess) distributed net income of
subsidiary 2,150 1,989 (708)
------------------------------------------
NET INCOME 2,744 3,375 3,300
Net change in unrealized gains (losses) on securities
available for sale 215 574 (649)
------------------------------------------
Other comprehensive income 215 574 (649)
------------------------------------------
COMPREHENSIVE INCOME $ 2,959 $ 3,949 $ 2,651
==========================================
Statements of Cash Flows Year ended December 31,
2001 2000 1999
------------------------------------------
OPERATING ACTIVITIES
Net income $ 2,744 $ 3,375 $ 3,300
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in (undistributed)/excess distributed net income of
subsidiary (2,150) (1,989) 708
Depreciation 31 34 35
Net amortization of investment securities 10 22 25
Net realized gain on disposal of fixed assets (150)
Other (279) 329 54
------------------------------------------
Net cash from operating activities 356 1,621 4,122
A-29
SOUTHERN MICHIGAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE N - SOUTHERN MICHIGAN BANCORP, INC. (PARENT COMPANY ONLY) FINANCIAL
INFORMATION (CONTINUED)
Statements of Cash Flows (continued) Year ended December 31,
2001 2000 1999
------------------------------------------
INVESTING ACTIVITIES
Activity in available for sale investment securities:
Proceeds from sales of investment securities 799
Maturities and calls 1,757 516 776
Purchases (510) (986) (717)
Proceeds from sale of premises and equipment 204
Additions to premises and equipment (1)
------------------------------------------
Net cash from investing activities 1,247 532 59
FINANCING ACTIVITIES
Common stock issued
Cash dividends paid (1,204) (1,369) (1,428)
Repurchase of common stock (398) (880) (2,672)
------------------------------------------
Net cash from financing activities (1,602) (2,249) (4,100)
------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 1 (96) 81
Beginning cash and cash equivalents 1 97 16
------------------------------------------
ENDING CASH AND CASH EQUIVALENTS $ 2 $ 1 $ 97
==========================================
Transfers of securities held to maturity to securities
available for sale $ - $ - $ 250
NOTE O - FAIR VALUE INFORMATION
The following methods and assumptions were used by the Company in estimating
fair values for financial instruments:
CASH AND CASH EQUIVALENTS AND FEDERAL FUNDS SOLD: The carrying amounts
reported in the balance sheet for cash and due from banks approximate those
assets' fair values.
SECURITIES: 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.
The fair value of restricted equity securities approximates amortized cost.
LOANS: 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 other loans are estimated using discounted cash
flows analyses, using interest rates currently being offered for loans with
similar terms to borrowers of similar credit quality.
OFF-BALANCE-SHEET INSTRUMENTS: The estimated fair value of off balance
sheet instruments is based on current fees or costs that would be charged
to enter or terminate the arrangements. The estimated fair value is not
considered to be significant for this presentation.
A-30
SOUTHERN MICHIGAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE O - FAIR VALUE INFORMATION (CONTINUED)
DEPOSITS: The fair values disclosed for demand deposits (e.g., interest and
non-interest checking, 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 expected monthly maturities on time deposits.
OTHER BORROWINGS: The fair value of other borrowings is estimated using
discounted cash flows analysis based on the Bank's current incremental
borrowing rate for similar types of borrowing arrangements.
While these estimates of fair value are based on management's judgment of the
most appropriate factors, there is no assurance that if the Company had disposed
of such items at December 31, 2001 and 2000, the estimated fair values would
have been achieved. Market values may differ depending on various circumstances
not taken into consideration in this methodology. The estimated fair values at
December 31, 2001 and 2000 should not necessarily be considered to apply at
subsequent dates.
In addition, other assets and liabilities that are not defined as financial
instruments are not included in the following disclosures, such as property and
equipment. Also, non-financial instruments typically not recognized in financial
statements may have value but are not included in the following disclosures.
These include, among other items, the estimated earnings power of core deposit
accounts, the trained work force, customer goodwill and similar items.
The estimated fair values of the Company's financial instruments at year end are
as follows (in thousands):
2001 2000
--------------------------- ---------------------------
CARRYING FAIR Carrying Fair
AMOUNT VALUE Amount Value
--------------------------- ---------------------------
Financial assets:
Cash and cash equivalents $ 23,432 $ 23,432 $ 18,489 $ 18,489
Securities available for sale 61,531 61,531 51,475 51,475
Loans 210,470 212,779 212,309 208,191
Financial liabilities:
Deposits $ (261,083) $ (262,711) $ (245,430) $ (245,268)
Federal funds purchased - - (4,000) (4,000)
Other borrowings (24,000) (25,339) (25,000) (25,067)
NOTE P - REGULATORY MATTERS
The Company and Bank are subject to regulatory capital requirements administered
by federal banking agencies. Capital adequacy guidelines and prompt corrective
action regulations involve quantitative measures of assets, liabilities and
certain off-balance-sheet items calculated under regulatory accounting
practices. Capital amounts and classifications are also subject to qualitative
judgments by regulators about components, risk weightings and other factors, and
the regulators can lower classifications in certain cases. Failure to meet
various capital requirements can initiate regulatory action that could have a
direct material effect on the consolidated financial statements.
A-31
SOUTHERN MICHIGAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE P - REGULATORY MATTERS (CONTINUED)
The prompt corrective action regulations provide five classifications, including
well capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized, although these terms are not
used to represent overall financial condition. If adequately capitalized,
regulatory approval is required to accept brokered deposits. If
undercapitalized, capital distributions are limited, as is asset growth and
expansion, and plans for capital restoration are required.
At year end, actual capital levels (in thousands) and minimum required levels
were:
MINIMUM REQUIRED
TO BE
MINIMUM REQUIRED WELL CAPITALIZED
FOR CAPITAL UNDER PROMPT CORRECTIVE
ACTUAL ADEQUACY PURPOSES ACTION REGULATIONS
----------------------- ------------------------- ------------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
----------------------- ------------------------- ------------------------
2001
TOTAL CAPITAL (TO RISK WEIGHTED ASSETS)
CONSOLIDATED $27,884 12.0% $18,556 8.0% $23,195 10.0%
BANK 25,435 11.1 18,420 8.0 23,024 10.0
TIER 1 CAPITAL (TO RISK WEIGHTED ASSETS)
CONSOLIDATED 25,819 11.1 9,278 4.0 13,917 6.0
BANK 23,370 10.2 9,210 4.0 13,815 6.0
TIER 1 CAPITAL (TO AVERAGE ASSETS)
CONSOLIDATED 25,819 8.3 12,520 4.0 15,651 5.0
BANK 23,370 7.6 12,380 4.0 15,475 5.0
2000
Total capital (to risk weighted assets)
Consolidated $26,520 11.6% $18,369 8.0% $22,962 10.0%
Bank 23,087 10.2 18,059 8.0 22,574 10.0
Tier 1 capital (to risk weighted assets)
Consolidated 24,424 10.6 9,185 4.0 13,777 6.0
Bank 20,991 9.3 9,030 4.0 13,544 6.0
Tier 1 capital (to average assets)
Consolidated 24,424 8.1 12,052 4.0 15,065 5.0
Bank 20,991 7.1 11,898 4.0 14,873 5.0
Both the Company and the Bank, at year-end 2001 and 2000, was categorized as
well capitalized.
NOTE Q - QUARTERLY FINANCIAL DATA (UNAUDITED)
INTEREST NET INTEREST NET EARNINGS PER SHARE
INCOME INCOME INCOME BASIC FULLY DILUTED
---------------------------------------------------------------------
2001
FIRST QUARTER $ 5,738 $ 2,974 $ 674 $ .35 $ .35
SECOND QUARTER 5,508 2,904 656 .34 .34
THIRD QUARTER 5,449 3,109 722 .37 .37
FOURTH QUARTER 5,029 3,092 692 .37 .37
2000
First Quarter $ 5,434 $ 3,088 $ 757 $ .39 $ .39
Second Quarter 5,697 3,175 901 .47 .47
Third Quarter 6,086 3,140 781 .40 .40
Fourth Quarter 6,028 3,145 936 .49 .49
A-32
SOUTHERN MICHIGAN BANCORP, INC.
BOARD OF DIRECTORS AND STRATEGIC MANAGEMENT TEAM
BOARD OF DIRECTORS (SOUTHERN MICHIGAN BANCORP, INC.
AND SOUTHERN MICHIGAN BANK & TRUST)
Marcia S. Albright - Director of Engineering, Dana
Towing Corporation
James P. Briskey - Owner, Pittsford Grain,
Incorporated (grain elevator operator)
H. Kenneth Cole - Treasurer, Hillsdale College
William E. (Buzz) Galliers - Co-owner and Chief
Executive Officer, G&W Display Fixtures, Inc.
(manufacturer of display fixtures)
James T. Grohalski - President and Chief Executive
Officer, Southern Michigan Bank & Trust (1)
Nolan E. (Rick) Hooker - Owner, Hooker Oil Co.
(distributor of heating oil); Co-owner, Best
American Car Washes
Gregory J. Hull - Farmer
Thomas E. Kolassa - Partner, Burnhams Insurance Group
(insurance)
James J. Morrison - Chairman of the Board of Directors
of the Company; Owner, Morrison & Associates
(insurance)
Jane L. Randall - Owner, Dally Tire Co. (tire
distributor)
Freeman E. Riddle - Owner, Spoor and Parlin, Inc.
(farm equipment dealer)
STRATEGIC MANAGEMENT TEAM (SOUTHERN MICHIGAN BANK & TRUST)
James T. Grohalski - President & Chief Executive Officer
Jaylen Johnson - Executive Vice-President/Chief Operating
Officer (1)
Christopher Hugar - Senior Vice-President/Head of Lending
Danice Chartrand - Vice-President/Controller
Andrew Karr - Vice-President/Human Resources
Michael Lammers - Vice-President/Senior Trust Officer
Roy J. Messing - Vice-President/Senior Loan Officer
Patty Parker - Assistant Vice-President/Marketing
HONORARY DIRECTORS
John S. Furry
Gerald L. Hensley
Harvey Randall
Raymond W. Smith
Jerry L. Towns
(1) Messrs. Grohalski and Johnson are the only executive officers of
Southern Michigan Bancorp, Inc.
A-33
SOUTHERN MICHIGAN BANCORP, INC.
SELECTED FINANCIAL DATA
Year Ended December 31
2001 2000 1999 1998 1997
----------------------------------------------------------------------------
Total interest income $ 21,724 $ 23,245 $ 20,051 $ 19,446 $ 18,669
Net interest income 12,079 12,548 11,616 11,414 11,226
Provision for loan losses 1,250 700 852 600 460
Net income 2,744 3,375 3,300 3,549 3,032
Per share data:
Basic and diluted earnings per share 1.43 1.75 1.64 1.70 1.44
Cash dividends .61 .70 .68 .60 .52
Balance sheet data:
Other borrowings 24,000 25,000 15,000 5,000 3,000
Common stock subject to repurchase 1,523 1,478 3,990 6,029 4,899
Equity 25,547 24,211 19,990 19,345 20,590
Total assets 317,096 303,639 275,825 266,851 238,531
Return on average assets .90% 1.16% 1.23% 1.42% 1.30%
Return on average equity (1) 10.47% 15.13% 16.37% 17.48% 14.96%
Dividend payout ratio (2) 43.0% 40.30% 41.61% 35.56% 36.58%
Average equity to average assets (1) 8.59% 7.69% 7.52% 8.11% 8.69%
All per share amounts have been adjusted for a 10% stock dividend declared in
1999 and a 1997 stock split effected in the form of a 100% stock dividend.
(1) Average equity used in the above table excludes common stock subject to
repurchase obligation but includes average unrealized appreciation or
depreciation on securities available for sale.
(2) Dividends declared divided by net income.
COMMON STOCK MARKET PRICES AND DIVIDENDS
The Company's common stock is regularly quoted on the OTC Bulletin Board
(OTCBB). The bid prices described below are quotations reflecting inter-dealer
prices, without retail markup, markdown or commissions, and may not necessarily
represent actual transactions. There were 554 shareholders of record at March 1,
2002.
The following table sets forth the range of high and low bid information and
dividends declared for the Company's two most recent fiscal years:
2001 2000
------------------------------------------ ------------------------------------------
BID PRICE CASH Bid Price Cash
------------------------- DIVIDENDS -------------------------- Dividends
HIGH BID LOW BID DECLARED High Bid Low Bid Declared
Quarter Ended
- ------------------------------------------------------------------------------------------------------------------------
March 31 $ 16.75 $ 14.50 $ .15 $ 32.00 $ 18.25 $ .19
June 30 17.00 15.51 .15 20.50 17.75 .17
September 30 17.30 15.16 .15 17.75 15.38 .17
December 31 16.40 15.45 .16 16.13 13.50 .17
There are restrictions that currently limit the Company's ability to pay cash
dividends. Information regarding dividend payment restrictions is described in
Note M to the consolidated financial statements for the year ended December 31,
2001.
A-34
SOUTHERN MICHIGAN BANCORP, INC.
SHAREHOLDER INFORMATION
ANNUAL MEETING
The Annual Meeting of Southern Michigan Bancorp, Inc. will be held on April 15,
2002 at 4:00 p.m. at Southern Michigan Bank & Trust, 51 W. Pearl Street,
Coldwater, Michigan.
FORM 10-K
A copy of the annual report to the Securities and Exchange Commission Form 10-K
will be provided free to stockholders upon written request. Address requests to
Southern Michigan Bancorp, Inc., 51 West Pearl Street, Coldwater, Michigan,
49036, Attention: Jaylen T. Johnson, Secretary.
TRANSFER AGENT
Registrar and Transfer Company acts as transfer agent for the Company's stock.
For information concerning the transfer of the Company's stock, call Registrar
and Transfer at (800) 456-0596.
DIVIDEND REINVESTMENT
Southern Michigan Bancorp, Inc. provides an automatic dividend reinvestment plan
that allows shareholders to increase their holdings without brokerage fees. For
more information, call Registrar and Transfer Company at (800) 456-0596.
MARKET MAKERS
The following brokerage firms make a market for Southern Michigan Bancorp, Inc.
stock:
Hilliard Lyons, Inc., Coldwater, Michigan
(517) 278-4333 or (800) 211-5257
Howe Barnes Investments, Inc., Chicago, Illinois
(312) 655-2954 or (800) 800-4693
Robert Baird & Co., Grand Rapids, Michigan
(616) 459-4491 or (800) 800-6200
Kent King Securities Co. Inc., Grand Rapids, Michigan
(616) 459-2844 or (888) 804-8891
A-35
APPENDIX B
SOUTHERN MICHIGAN BANCORP, INC.
AUDIT COMMITTEE CHARTER
COMPOSITION
There shall be a committee of the board of directors (the "Board") of Southern
Michigan Bancorp, Inc., a Michigan corporation (the "Company"), to be known as
the Audit Committee which, no later than June 14, 2001, shall have at least
three (3) members, comprised solely of independent directors, as such term is
defined in Rule 4200(a)(15) of the National Association of Securities Dealers'
("NASD") listing standards, subject to the exception in Rule 4310(c)(26)(B)(ii)
of the NASD listing standards.
Each member of the Audit Committee shall be able to read and understand
fundamental financial statements, including the Company's balance sheet, income
statement and cash flow statement or will become able to do so within a
reasonable period of time after his or her appointment to the Audit Committee.
In addition, at least one member of the Audit Committee shall have past
employment experience in finance or accounting, requisite professional
certification in accounting or any other comparable experience or background
which results in the individual's financial sophistication, including being or
having been a chief executive officer, chief financial officer or other senior
officer with financial oversight responsibilities.
The Board shall elect or appoint a chair of the Audit Committee who will have
authority to act on behalf of the Audit Committee between meetings.
RESPONSIBILITIES
The responsibilities of the Audit Committee are as follows:
1. Ensure its receipt from the outside auditor of a formal written statement,
delineating all relationships between the outside auditor and the Company,
consistent with the Independence Standards Board Standard No. 1.
2. Actively engage in a dialogue with the outside auditor with respect to any
disclosed relationships or services that may impact the objectivity and
independence of the outside auditor and be responsible for taking, or
recommending that the Board take, appropriate action to oversee the independence
of the outside auditor.
3. In view of the outside auditor's ultimate accountability to the Board and the
Audit Committee, as representatives of the shareholders, the Audit Committee,
acting together with the Board, has the ultimate authority and responsibility to
select, evaluate, and, where appropriate, replace the outside auditor (or
nominate an outside auditor for shareholder approval in any proxy statement).
4. Review with the outside auditor, the Company's internal auditor (if any), and
financial and accounting personnel, the adequacy and effectiveness of the
accounting and financial controls of the Company, and elicit any recommendations
for the improvement of such internal control procedures or particular areas
where new or more detailed controls or procedures are desirable.
5. Consider, in consultation with the outside auditor and management of the
Company, the audit scope and procedures.
6. Review the financial statements contained in the annual report to
shareholders with management and the outside auditor to determine that the
outside auditor is satisfied with the disclosure and content of the financial
statements to be presented to the shareholders.
B-1
7. Meet with the internal auditor (if any), outside auditor or the management
privately to discuss any matters that the Audit Committee, the internal auditor
(if any), the outside auditor or the management believe should be discussed
privately with the Audit Committee.
8. Review and reassess the adequacy of the Audit Committee's Charter annually.
9. Make such other recommendations to the Board on such matters, within the
scope of its functions, as may come to its attention and which in its discretion
warrant consideration by the Board.
LIMITATIONS
The Audit Committee is responsible for the duties set forth in this Charter but
is not responsible for either the preparation of the financial statements or the
auditing of the financial statements. Management has the responsibility for
preparing the financial statements and implementing internal controls and the
independent accountants have the responsibility for auditing the financial
statements. The review of the financial statements by the Audit Committee is not
of the same nature as the audit performed by the independent accountants. In
carrying out its responsibilities, the Audit Committee believes its policies and
procedures should remain flexible in order to best react to a changing
environment.
B-2
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE SOUTHERN MICHIGAN BANCORP, INC. FOR WITHHOLD FOR ALL
EXCEPT
1. Election as Directors of [ ] [ ] [ ]
PROXY FOR ANNUAL MEETING all nominees listed below
SOUTHERN MICHIGAN BANCORP, INC. (except as marked to the
The undersigned does hereby appoint Jaylen T. Johnson and Danice contrary below):
Chartrand, or either one of them, proxy with full power of
substitution, in the name, place and stead of the undersigned, to MARCIA ALBRIGHT JAMES BRISKEY NOLAN E. HOOKER
vote all of the Common Shares of Southern Michigan Bancorp, Inc.,
held by the undersigned on March 1, 2002 at the Annual Meeting of INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
Shareholders to be held at Southern Michigan Bank & Trust, 51 West NOMINEE, MARK "FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME
Pearl Street, Coldwater, Michigan, on April 15, 2002 at 4:00 p.m., IN THE SPACE PROVIDED BELOW.
and at any adjournment or adjournments thereof with all the powers
the undersigned would possess if personally present. The ______________________________________________________________
undersigned revokes all proxies heretofore given to vote at such
meeting and any adjournment or adjournments thereof. 2. Ratification of the FOR AGAINST ABSTAIN
selection of Crowe, Chizek
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES and Company LLP as [ ] [ ] [ ]
AND FOR PROPOSAL 2. Independent Auditors
for 2002.
The Board of Directors recommends shareholders vote "FOR" the
nominees listed in Proposal (1) and "FOR" Proposal (2). IF NO
SPECIFIC VOTE IS GIVEN, THE PROXY WILL BE VOTED "FOR" ALL
NOMINEES AND "FOR" PROPOSAL (2). IF ANY OTHER BUSINESS IS
PROPERLY PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED IN
THE DISCRETION OF THE PROXIES. All shares represented by properly
executed proxies will be voted as directed. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS and may be revoked
before its exercise by either written notice or notice in person
at the meeting or by a subsequently dated proxy. The undersigned
hereby acknowledges receipt of a Notice of Annual Meeting and
Proxy Statement, each dated March 11, 2002, for the Annual
Meeting of Shareholders of the Company called for April 15, 2002.
------------------------- NOTE: Please sign your name(s) exactly as printed on your stock
Please be sure to sign and date | Date | certificates to authorize the voting of your shares as indicated
this Proxy in the box below. | | above. Persons signing as Executors, Administrators, Trustees,
- ----------------------------------------------------------------- etc. should so indicate. If shares are held jointly, each holder
| | should sign. If executed by a corporation, a duly authorized
| | officer should sign.
- ---- Stockholder sign above ------ Co-holder (if any) sign above-
- ------------------------------------------------------------------------------------------------------------------------------------
/\ DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. /\
SOUTHERN MICHIGAN BANCORP, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
| PLEASE ACT PROMPTLY |
| SIGN, DATE & MAIL YOUR PROXY CARD TODAY |
- ------------------------------------------------------------------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE
ENVELOPE PROVIDED.
_______________________________________________
_______________________________________________
_______________________________________________