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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT
PURSUANT TO
SECTION 13 OR 15(D)
OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE
FISCAL YEAR ENDED
DECEMBER 31, 2001
FIRST MANITOWOC BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<Table>
WISCONSIN 39-1435359
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
</Table>
402 NORTH EIGHTH STREET
MANITOWOC, WISCONSIN 54221-0010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (920) 684-6611
Securities registered under Section 12(b) of the Act:
None
Securities registered under Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $1.00
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [ ]
As of February 28, 2002, 3,468,634 shares of Common Stock were outstanding,
and the aggregate market value of the Common Stock held by non-affiliates
(excludes a total of 638,684 shares reported as beneficially owned by directors
and executive officers or held in the registrant's profit sharing 401(k) plan;
does not constitute an admission as to affiliate status) was approximately
$79,239,000.
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2001 FORM 10-K
TABLE OF CONTENTS
<Table>
<Caption>
DESCRIPTION PAGE NO.
----------- --------
PART I
ITEM 1. Business.................................................... 2
ITEM 2. Properties.................................................. 8
ITEM 3. Legal Proceedings........................................... 9
ITEM 4. Submission of Matters to a Vote of Security Holders......... 9
PART II
ITEM 5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 9
ITEM 6. Selected Financial Data..................................... 11
ITEM 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 12
ITEM 7A Quantitative and Qualitative Disclosures about Market
Risk........................................................ 24
ITEM 8. Financial Statements and Supplementary Data................. 26
ITEM 9. Changes and Disagreements with Accountants on Accounting and
Financial Disclosure........................................ 48
PART III
ITEM 10. Directors and Executive Officers of the Registrant.......... 48
ITEM 11. Executive Compensation...................................... 48
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 49
ITEM 13. Certain Relationships and Related Transactions.............. 49
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K......................................................... 50
Signatures ............................................................ 51
</Table>
PART I
ITEM 1
BUSINESS
GENERAL
First Manitowoc Bancorp, Inc. (the "Corporation"), a Wisconsin corporation
incorporated on April 9, 1982, became a registered bank holding company on
November 16, 1982 under the Bank Holding Company Act of 1956, as amended
("BHCA"). The Corporation engages in its business through its sole subsidiary,
First National Bank in Manitowoc (the "Bank"), a national banking association.
The Bank has a wholly owned investment subsidiary, FNBM Investment Corp. (FNBM
Investment Corp.). The Corporation acquired the Bank through the merger of the
Bank into an interim national banking association formed as a Corporation
subsidiary for the purpose of the merger, pursuant to a Plan of Reorganization
and Agreement to Merge (the "Plan") proposed by Bank management and approved by
the Bank's shareholders on June 12, 1982. Pursuant to the Plan, each outstanding
share of Bank common stock was exchanged for three shares of the Corporation's
common stock. The Bank's charter was not affected by the merger. Currently, the
Corporation has outstanding 3,468,634 shares of common stock, par value $1.00
per share ("Shares"). Shares were held by 608 holders of record on February 28,
2002.
On August 19, 1999, First Manitowoc Bancorp, Inc. (the "Registrant")
entered into an Agreement and Plan of Merger (the "Agreement") with Dairy State
Financial Services, Inc. ("Dairy State"), providing for the merger (the
"Merger") of Dairy State with a wholly owned subsidiary of Registrant. Following
the Merger, Dairy State was liquidated and Dairy State Bank, located in
Plymouth, Wisconsin, Dairy State's Wisconsin chartered bank subsidiary,
effective December 1, 1999 merged (the "Bank Merger") with and into First
National Bank in Manitowoc, Registrant's national bank subsidiary.
According to the terms of the Agreement, as a result of the Merger, Dairy
State Shareholders received cash in the amount of $4,662.33 for each of the
2,900 shares of outstanding common stock of Dairy State or an aggregate of
$13,520,757. Registrant provided the consideration from internal funds and no
borrowings by Registrant from any source were involved.
The Merger and the Bank Merger involved the acquisition by Registrant and
First National Bank in Manitowoc, its wholly-owned subsidiary, of all of the
assets of Dairy State and Dairy State Bank consisting of premises and equipment,
cash, Federal funds sold, securities and loans totaling approximately $66.6
million subject to the liabilities of Dairy State and Dairy State Bank,
consisting primarily of deposits, totaling approximately $60 million. Registrant
has continued the business of banking at the locations of Dairy State Bank as
branches of First National Bank in Manitowoc.
On February 28, 2001, the Bank acquired 100% ownership in the Insurance
Center of Manitowoc, Inc. The Insurance Center of Manitowoc, Inc. includes Gary
Vincent and Associates in Green Bay, Wisconsin. The Insurance Center is an
independent agency offering commercial, personal, life and health insurance.
The Corporation's and the Bank's main office is located at 402 North Eighth
Street, Manitowoc, Manitowoc County, Wisconsin. The Bank has twelve full service
branch offices located in Francis Creek, St. Nazianz, Two Rivers, Mishicot,
Manitowoc, Kiel, Newton, New Holstein, Plymouth, Bellevue, and Ashwaubenon,
Wisconsin.
As of December 31, 2001, the Bank had assets of approximately $527.3
million, net loans of approximately $324.7 million, and deposits of $394.1
million. For additional financial information, see the Consolidated Financial
Statements and Notes beginning at Item 8 of this Form 10-K.
BANKING PRODUCTS AND SERVICES
The Bank has been doing business in Wisconsin since 1894 and is engaged in
both the commercial and consumer banking business. The Bank provides a wide
range of personal banking services designed to meet the needs of local
consumers. Among the services provided are checking accounts, savings and time
accounts, safe
2
deposit boxes, and installment and other personal loans, especially residential
mortgages, as well as home equity loans, automobile and other consumer
financing. As a convenience to its customers, the Bank offers Saturday banking
hours; drive-thru teller windows; "Telebanc," a telephone banking service; and
24-hour automated teller machines. Additionally, the Bank offers an Internet web
site, which includes on-line banking.
The Bank is also engaged in the financing of commerce and industry by
providing credit and deposit services for small to medium sized businesses and
for the agricultural community in the Bank's market area. The Bank offers many
forms of commercial lending, including lines of credit, revolving credit, term
loans, accounts receivable financing, and commercial real estate mortgage
lending and other forms of secured financing. A full range of commercial banking
services is offered, including the acceptance of checking and savings deposits.
Additional types of real estate loans, brokerage services, credit cards and
related services are also offered through correspondent banks or other third
parties.
The Bank offers a full range of trust services that include trust under
agreement, testamentary trust, guardianships and conservatorships, probate
estates, estate planning, and financial planning.
Insurance products, including commercial, personal, life, and health
insurance, are offered through Insurance Center of Manitowoc, Inc.
To attract new business and retain existing customers, the Bank relies on
local promotional activity, personal contact by its officers, staff and
directors, referrals by current customers, extended banking hours, and
personalized service.
DEPOSIT ACTIVITIES
The Bank saw deposits level off in 2001. From December 31, 2000 to December
31, 2001, deposits decreased $0.5 million or 0.13% to $394.1 million. From
December 31, 1999 to December 31, 2000, deposits increased $31.3 million or 8.6%
to $394.6 million.
No material portion of the Bank's deposits has been obtained from an
individual or a few individuals (including federal, state and local governments
and agencies) the loss of any one or more of which would have a materially
adverse effect on the Bank.
LENDING ACTIVITIES
The Bank has experienced growth in the number and dollar amount of loans as
a result of relatively low interest rates and general marketing efforts. Loans
sold and serviced for others are not included in these growth numbers. Loan
portfolio growth from December 31, 2000 to December 31, 2001 was $0.9 million or
0.3%. In 2001, the amount of loans sold and serviced for others increased by
$35.3 million compared to 2000. The loan portfolio reflected $27.8 million or
9.4% growth in 2000. In 2000, the Bank increased the amount of loans sold and
serviced for others by $8.6 million. No material portion of the Bank's loans is
concentrated within a single industry or group of related industries.
BANK SUBSIDIARY CORPORATIONS
The Bank owns 49.8% of the outstanding common stock of United Financial
Services, Inc. United Financial Services, Inc., located in Grafton, Wisconsin,
provides data processing services to owner banks Baylake Bank and First National
Bank in Manitowoc and to 53 other banks located in Wisconsin.
The Bank owns 100% of the outstanding common stock of FNBM Investment Corp.
FNBM Investment Corp., located in Las Vegas, Nevada, holds and manages a portion
of the bank's investment and loan portfolios.
The Bank owns 100% of the outstanding common stock of the Insurance Center
of Manitowoc, Inc., an independent agency offering commercial, personal, life
and health insurance.
3
SEASONALITY
The management of the Bank does not believe that the deposits or business
of the Bank in general are seasonal in nature. The deposits may, however, vary
with local and national economic conditions but not enough to have a material
effect on planning and policy making.
FOREIGN OPERATIONS
The Bank does not engage in operations in foreign countries.
EMPLOYEES
As of February 19, 2002, the Corporation employed 225 individuals, 85 of
whom worked part-time.
COMPETITION
The Bank offers many personalized services and attracts customers by being
responsive and sensitive to the needs of the community. The Bank relies on
goodwill and referrals from satisfied customers as well as traditional media
advertising to attract new customers. To enhance a positive image in the
community, the Bank supports and participates in many local events, such as the
Manitowoc County Fair, Manitowoc County Airport Day, First National Bank
Maritime Bay Bike Classic, Two Rivers Ethnic Festival and French Creek Days.
Employees, officers, and directors represent the Bank on many boards and local
civic and charitable organizations.
The primary factors in competing for deposits are interest rates,
personalized services, the quality and range of financial services, convenience
of office locations and office hours. Competition for deposits comes primarily
from other commercial banks, savings associations, credit unions, money market
funds and other investment alternatives. The primary factors in competing for
loans are interest rates, loan origination fees, the quality and range of
lending services and personalized services. Competition for loans comes
primarily from other commercial banks, savings associations, mortgage banking
firms, credit unions and other financial intermediaries. Competition in the
Bank's market area may be expected to continue for the foreseeable future.
FORWARD-LOOKING STATEMENTS
The discussions in this Report on Form 10-K and the documents incorporated
herein by reference which are not statements of historical fact (including
statements in the future tense and those which include terms such as "believe,"
"will," "expect," and "anticipate") contain forward-looking statements that
involve risks and uncertainties. The Corporation's actual future results could
materially differ from those discussed. Factors that might cause actual results
to differ from the results discussed in forward-looking statements include, but
are not limited to:
- General economic conditions, either nationally or the state in which the
Corporation does business;
- Legislation or regulatory changes which adversely affect the businesses
in which the Corporation is engaged;
- Changes in the interest rate environment which increase or decrease
interest rate margins;
- Changes in securities markets with respect to the market value of
financial assets and the level of volatility in certain markets such as
foreign exchange;
- Significant increases in competition in the banking and financial
services industry resulting from industry consolidation, regulatory
changes and other factors, as well as actions taken by particular
competitors;
- Changes in consumer spending, borrowing and savings habits;
- Technological changes;
4
- Acquisitions and unanticipated occurrences which delay or reduce the
expected benefits of acquisitions;
- The Corporation's ability to increase market share and control expenses;
- The effect of compliance with legislation or regulatory changes;
- The effect of changes in accounting policies and practices;
- The costs and effects of unanticipated litigation and of unexpected or
adverse outcomes in such litigation; and
- The factors discussed in Item 1 in this Report and in the Management's
Discussion and Analysis in Item 7, as well as those discussed elsewhere
in this Report and the documents incorporated herein by reference.
All forward-looking statements contained in this report are based upon
information presently available and the Corporation assumes no obligation to
update any forward-looking statements.
SUPERVISION AND REGULATION
General. The Corporation and the Bank are extensively regulated under
federal and state law. Generally, these laws and regulations are intended to
protect depositors, not stockholders. The following is a summary description of
certain provisions of certain laws which affect the regulation of bank holding
companies and banks. The discussion is qualified in its entirety by reference to
applicable laws and regulation. Changes in such laws and regulations may have a
material effect on the business and prospects of the Corporation and the Bank.
Financial Modernization Act. On November 12, 1999 President Clinton signed
into law the Gramm-Leach-Bliley Act of 1999 (the "Financial Modernization Act").
The Financial Modernization Act revises the BHCA and repeals the two affiliation
provisions of the Glass-Steagall Act of 1933. As a result, a qualifying holding
company may become a financial holding company and engage in a full range of
financial activities, including banking, insurance and securities activities, as
well as merchant banking and additional activities that are determined by the
Federal Reserve to be "financial in nature or incidental to such financial
activity or are complimentary to a financial activity" so long as such
activities do not pose a substantial risk to the safety and soundness of
depository institutions or the financial system in general. Activities that are
considered to be financial in nature include underwriting and dealing in
securities and underwriting and brokering of insurance products.
Federal Bank Holding Company Regulation and Structure. The Corporation is a
bank holding company within the meaning of the BHCA, as amended, and as such, it
is subject to regulation, supervision, and examination by the Federal Reserve
Board ("FRB"). The Corporation is required to file annual and quarterly reports
with the FRB and to provide the FRB with such additional information as the FRB
may require. The FRB may conduct examinations of the Corporation and its
subsidiaries.
With certain limited exceptions, the Corporation is required to obtain
prior approval from the FRB before acquiring direct or indirect ownership or
control of more than 5% of any voting securities or substantially all of the
assets of a bank or bank holding company, or before merging or consolidating
with another bank holding company. Additionally, with certain exceptions, any
person proposing to acquire control through direct or indirect ownership of 25%
or more of any voting securities of the Corporation is required to give 60 days'
written notice of the acquisition to the FRB, which may prohibit the
transaction, and to publish notice to the public.
Generally, a bank holding company may not engage in any activities other
than banking, managing or controlling its bank and other authorized
subsidiaries, and providing services to these subsidiaries. With prior approval
of the FRB, the Corporation may acquire more than 5% of the assets or
outstanding shares of a company engaging in non-bank activities determined by
the FRB to be closely related to the business of
5
banking or of managing or controlling banks. The FRB provides expedited
procedures for expansion into approved categories of non-bank activities.
Subsidiary banks of a bank holding company are subject to certain
quantitative and qualitative restrictions on extensions of credit to the bank
holding company or its subsidiaries, on investments in their securities and on
the use of their securities as collateral for loans to any borrower. These
regulations and restrictions may limit the Corporation's ability to obtain funds
from the Bank for its cash needs, including funds for the payment of dividends,
interest and operating expenses. Further, subject to certain exceptions, a bank
holding company and its subsidiaries are prohibited from engaging in certain
tie-in arrangements in connection with any extension of credit, lease or sale of
property or furnishing of services. For example, the Bank may not generally
require a customer to obtain other services from itself or the Corporation, and
may not require that a customer promise not to obtain other services from a
competitor as a condition to and extension of credit to the customer.
Under FRB policy, a bank holding company is expected to act as a source of
financial strength to its subsidiary banks and to make capital injections into a
troubled subsidiary bank, and the FRB may charge the bank holding company with
engaging in unsafe and unsound practices for failure to commit resources to a
subsidiary bank when required. A required capital injection may be called for at
a time when the holding company does not have the resources to provide it.
Federal Bank Regulation. The Corporation's banking subsidiary is a
federally-chartered national bank regulated by the Office of Comptroller of
Currency ("OCC"). The OCC may prohibit the institutions over which it has
supervisory authority from engaging in activities or investments that the agency
believes constitutes unsafe or unsound banking practices. Federal banking
regulators have extensive enforcement authority over the institutions they
regulate to prohibit or correct activities which violate law, regulation or a
regulatory agreement or which are deemed to constitute unsafe or unsound
practices. Enforcement actions may include the appointment of a conservator or
receiver, the issuance of a cease and desist order, the termination of deposit
insurance, the imposition of civil money penalties on the institution, its
directors, officers, employees and institution-affiliated parties, the issuance
of directives to increase capital, the issuance of formal and informal
agreements, the removal of or restrictions on directors, officers, employees and
institution-affiliated parties, and the enforcement of any such mechanisms
through restraining orders or other court actions.
The Bank is subject to certain restrictions on extensions of credit to
executive officers, directors, principal stockholders or any related interest of
such persons which generally require that such credit extensions be made on
substantially the same terms as are available to third persons dealing with the
Bank and not involve more than the normal risk of repayment. Other laws tie the
maximum amount which may be loaned to any one customer and its related interests
to capital levels.
Under the Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), each federal banking agency is required to prescribe, by regulation,
non-capital safety and soundness standards for institutions under its authority.
The federal banking agencies, including the OCC, have adopted standards covering
internal controls, information systems and internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth, and
compensation, fees and benefits. An institution which fails to meet those
standards may be required by the agency to develop a plan acceptable to the
agency, specifying the steps that the institution will take to meet the
standards. Failure to submit or implement such a plan may subject the
institution to regulatory sanctions. The Corporation, on behalf of the Bank,
believes that it meets substantially all standards which have been adopted.
FDICIA also imposed new capital standards on insured depository institutions.
Before establishing new branch offices, the Bank must meet certain minimum
capital stock and surplus requirements and the Bank must obtain OCC approval.
Deposit Insurance. As a FDIC member institution, the Bank's deposits are
insured to a maximum of $100,000 per depositor through the Bank Insurance Fund
("BIF"), administered by the FDIC, and each institution is required to pay
quarterly deposit insurance premium assessments to the FDIC. The BIF
6
assessment rates have a range of 0 cents to 27 cents for every $100 in
assessable deposits. Banks with no premium are subject to an annual statutory
minimum assessment.
Capital Requirements. The federal banking regulators have adopted certain
risk-based capital guidelines to assist in the assessment of the capital
adequacy of a banking organization's operations for both transactions reported
on the balance sheet as assets and transactions, such as letters of credit,
which are recorded as off balance sheet items. Under these guidelines, nominal
dollar amounts of assets and credit equivalent amounts of off balance sheet
items are multiplied by one of several risk adjustment percentages, which range
from 0% for assets with low credit risk, such as certain U.S. Treasury
securities, to 100% for assets with relatively high credit risk, such as
business loans.
A banking organization's risk-based capital ratios are obtained by dividing
its qualifying capital by its total risk adjusted assets. The regulators measure
risk-adjusted assets, which include off balance sheet items, against both total
qualifying capital (the sum of Tier 1 capital and limited amounts of Tier 2
capital) and Tier 1 capital. "Tier 1," or core capital, includes common equity,
less goodwill and other intangibles, subject to certain exceptions. "Tier 2," or
supplementary capital, includes the allowance for loan and lease losses, subject
to certain limitations. Banks and bank holding companies subject to the
risk-based capital guidelines are required to maintain a ratio of Tier 1 capital
to risk-weighted assets of at least 4% and a ratio of total capital to
risk-weighted assets of at least 8%. The appropriate regulatory authority may
set higher capital requirements when particular circumstances warrant. As of
December 31, 2001, the Bank's and the Corporation's ratio of Tier 1 to
risk-weighted assets was 10.4% and 10.7%, respectively. As of December 31, 2001,
the Bank's and the Corporation's ratio of total capital to risk-weighted assets
was 11.3% and 11.6%, respectively. In addition to risk-based capital, banks and
bank holding companies are required to maintain a minimum amount of Tier 1
capital to total assets, referred to as the leverage capital ratio, of at least
4%. As of December 31, 2001, the Bank's and the Corporation's leverage capital
ratio was 6.8% and 7.0%, respectively.
Federal banking agencies include in their evaluations of a bank's capital
adequacy an assessment of the Bank's interest rate risk ("IRR") exposure. The
standards for measuring the adequacy and effectiveness of a banking
organization's interest rate risk management includes a measurement of board of
director and senior management oversight, and a determination of whether a
banking organization's procedures for comprehensive risk management are
appropriate to the circumstances of the specific banking organization. The Bank
has internal IRR models that are used to measure and monitor IRR.
Failure to meet applicable capital guidelines could subject a banking
organization to a variety of enforcement actions, including limitations on its
ability to pay dividends, the issuance by the applicable regulatory authority of
a capital directive to increase capital and, in the case of depository
institutions, the termination of deposit insurance by the FDIC, as well as to
the measures described under "Federal Deposit Insurance Corporation Improvement
Act of 1991" below, as applicable to undercapitalized institutions. In addition,
future changes in regulations or practices could further reduce the amount of
capital recognized for purposes of capital adequacy. Such a change could affect
the ability of the Bank to grow and could restrict the amount of profits, if
any, available for the payment of dividends to the Corporation.
Federal Deposit Insurance Corporation Improvement Act of 1991. In December
1991, Congress enacted the Federal Deposit Insurance Corporation Improvement Act
of 1991 ("FDICIA"), which substantially revised the bank regulatory and funding
provisions of the Federal Deposit Insurance Act and made significant revisions
to several other federal banking statutes. FDICIA provides for, among other
things, (i) publicly available annual financial condition and management reports
for financial institutions, including audits by independent accountants, (ii)
the establishment of uniform accounting standards by federal banking agencies,
(iii) the establishment of a "prompt corrective action" system of regulatory
supervision and intervention, based on capitalization levels, with more scrutiny
and restrictions placed on depository institutions with lower levels of capital,
(iv) additional grounds for the appointment of a conservator or receiver, and
(v) restrictions or prohibitions on accepting brokered deposits, except for
institutions which significantly exceed minimum capital requirements. FDICIA
also provided for increased funding of the FDIC insurance funds and the
implementation of risk-based premiums. See "-- Deposit Insurance."
7
A central feature of FDICIA is the requirement that the federal banking
agencies take "prompt corrective action" with respect to depository institutions
that do not meet minimum capital requirements. Pursuant to FDICIA, the federal
bank regulatory authorities have adopted regulations setting forth a five-
tiered system for measuring the capital adequacy of the depository institutions
that they supervise. Under these regulations, a depository institution is
classified in one of the following capital categories: "well capitalized,"
"adequately capitalized," "undercapitalized," "significantly undercapitalized"
and "critically undercapitalized." The Bank is classified as "well capitalized"
at December 31, 2001. An institution may be deemed by the regulators to be in a
capitalization category that is lower than is indicated by its actual capital
position if, among other things, it receives an unsatisfactory examination
rating with respect to asset quality, management, earnings or liquidity.
FDICIA provides the federal banking agencies with significantly expanded
powers to take enforcement action against institutions which fail to comply with
capital or other standards. Such action may include the termination of deposit
insurance by the FDIC or the appointment of a receiver or conservator for the
institution. FDICIA also limits the circumstances under which the FDIC is
permitted to provide financial assistance to an insured institution before
appointment of a conservator or receiver.
Monetary Policy. The earnings of a bank holding company are affected by the
policies of regulatory authorities, including the FRB, in connection with the
FRB's regulation of the money supply. Various methods employed by the FRB are
open market operations in United States Government securities, changes in the
discount rate on member bank borrowing and changes in reserve requirements
against member bank deposits. These methods are used in varying combinations to
influence overall growth and distribution of bank loans, investments and
deposits, and their use may also affect interest rates charged on loans or paid
on deposits. Because of ongoing change in the national economy and in the money
markets, as well as the effect of monetary and fiscal policies of the Federal
Reserve System and Federal government, prediction cannot be made as to future
changes in interest rates, loan demand, deposit levels or the effect on the
earnings of the Corporation.
ITEM 2
PROPERTIES
The Corporation owns real property at two branch locations at:
1509 Washington Street, Two Rivers, Wisconsin 54241 ("Two Rivers Branch
Office"); and
2915 Custer Street, Manitowoc, Wisconsin 54220 ("Custer Street Branch
Office").
The Bank owns real property at the location of its main office at 402 North
Eighth Street, Manitowoc, Wisconsin 54220; and at nine of its branch locations
at:
106 South Packer Drive, Francis Creek, Wisconsin 54214 ("Francis Creek
Branch Office");
109 South Fourth Avenue, St. Nazianz, Wisconsin 54232 ("St. Nazianz
Branch Office");
110 Baugniet Street, Mishicot, Wisconsin 54228 ("Mishicot Branch
Office");
108 Fremont Street, Kiel, Wisconsin 53042 ("Kiel Branch Office");
5724 CTH U, Newton, Wisconsin 53063 ("Newton Branch Office");
2210 Calumet Drive, New Holstein, Wisconsin 53061 ("New Holstein Branch
Office");
2323 Eastern Avenue, Plymouth, Wisconsin 53073 ("Plymouth East Branch
Office");
300 East Mill Street, Plymouth, Wisconsin 53073 ("Plymouth West Branch
Office"); and
2747 Manitowoc Road, Green Bay, Wisconsin 54311 ("Bellevue Branch
Office").
8
The Bank leases real property at one branch location:
2865 South Ridge Road, Green Bay, Wisconsin, 54304 ("Ashwaubenon Branch
Office").
Insurance Center of Manitowoc, Inc. owns real property located at:
4712 Expo Drive, Manitowoc, Wisconsin 54220 ("Insurance Center of
Manitowoc, Inc. Office").
Insurance Center of Manitowoc, Inc. leases real property at:
425 South Adams Street, Green Bay, Wisconsin, 54301 ("Gary G. Vincent &
Associates, Inc. Office").
There are no encumbrances on any of these properties.
ITEM 3
LEGAL PROCEEDINGS
The Corporation is involved in various legal actions arising in the normal
course of its business. While the ultimate outcome of these various legal
proceedings cannot be predicted with certainty, it is the opinion of management
and through consultation with legal counsel that the resolution of these legal
actions will not have a material effect on the Corporation's consolidated
financial condition or results of operations.
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5
MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
There is no established public trading market for the Corporation's Shares.
Accordingly, there is no comprehensive record of trades or the prices of any
such trades. The following tables reflect stock prices for Corporation Shares to
the extent such information is made known and available to management of the
Corporation, and the dividends declared with respect thereto during the
preceding two years.
<Table>
<Caption>
2001
- ---------------------------------------------------------------------
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
- --------------- --------------- --------------- ---------------
HIGH LOW HIGH LOW HIGH LOW HIGH LOW
---- --- ---- --- ---- --- ---- ---
$26.75 $25.50 $26.75 $26.75 $27.25 $26.75 $28.00 $27.25
</Table>
<Table>
<Caption>
2000
- ---------------------------------------------------------------------
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
- --------------- --------------- --------------- ---------------
HIGH LOW HIGH LOW HIGH LOW HIGH LOW
---- --- ---- --- ---- --- ---- ---
$21.50 $20.50 $23.00 $21.50 $25.00 $23.00 $25.50 $25.00
</Table>
All market information shown above has been restated for stock dividends
and stock splits.
9
CASH DIVIDENDS
<Table>
<Caption>
2001
- --------------------------------------------------------------
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER TOTAL
- ----------- ----------- ----------- ----------- -----
$0.070 $0.070 $0.070 $0.090 $0.300
</Table>
<Table>
<Caption>
2000
- --------------------------------------------------------------
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER TOTAL
- ----------- ----------- ----------- ----------- -----
$0.065 $0.065 $0.065 $0.085 $0.280
</Table>
All cash dividends shown above have been restated for stock dividends and
stock splits.
HOLDERS
As of February 28, 2002 there were 608 holders of record of the
Corporation's Shares.
DIVIDENDS
The Corporation declared and paid cash dividends per share totaling $0.30
per share or $1,041,000 during 2001, and $0.28 per share or $971,000 during
2000.
The holders of the Corporation's Shares will be entitled to dividends,
when, as, and if declared by the Corporation's Board of Directors, subject to
the restrictions imposed by Wisconsin law. The only statutory limitation
applicable to the Corporation is that dividends may not be paid if the
Corporation is insolvent or if the dividend would cause the Corporation to
become insolvent. Currently, its only source of income is from the dividends
paid by the Bank to the Corporation. Therefore, the dividend restrictions
applicable to national banks will impact the Corporation's ability to pay
dividends.
Under the National Bank Act, dividends may be paid only out of retained
earnings as defined in the statute. The approval of the OCC is required if the
dividends for any year exceed the net profits, as defined, for that year plus
the retained net profits for the preceding two years. In addition, unless a
national bank's capital surplus equals or exceeds the stated capital for its
common stock, no dividends may be declared unless the bank makes transfers from
retained earnings to capital surplus.
There are no contractual restrictions that currently limit the
Corporation's ability to pay dividends or that the Corporation reasonably
believes are likely to limit materially the future payment of dividends on the
Corporation's Shares.
10
ITEM 6
SELECTED FINANCIAL DATA
IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
The following selected financial data should be read in conjunction with
the Corporation's Consolidated Financial Statements and the related notes and
with the Corporation's Management's Discussion and Analysis of Financial
Condition and Results of Operations, provided elsewhere herein.
<Table>
<Caption>
2001 2000 1999 1998 1997
FOR THE YEAR ---- ---- ---- ---- ----
Interest income.................... $ 35,421 $ 34,979 $ 27,097 $ 26,819 $ 25,162
Interest expense................... 17,982 18,995 13,602 14,152 13,136
Net interest income................ 17,439 15,984 13,495 12,667 12,026
Provision for loan losses.......... 3,000 1,065 851 800 600
Net interest income after provision
for loan losses.................. 14,439 14,919 12,644 11,867 11,426
Other income....................... 5,344 2,711 2,357 2,019 1,570
Other expense...................... 13,455 11,428 9,077 8,052 7,404
Net income......................... 5,405 5,301 4,928 4,601 4,164
Per Share Data:*
Net income -- basic and diluted.... $ 1.56 $ 1.53 $ 1.42 $ 1.33 $ 1.20
Cash dividends declared............ $ 0.30 $ 0.28 $ 0.255 $ 0.23 $ 0.205
Book value......................... $ 13.40 $ 11.95 $ 9.95 $ 9.77 $ 8.52
Weighted average shares
outstanding...................... 3,468,634 3,468,634 3,468,634 3,468,634 3,468,634
AT YEAR END
Total assets....................... $ 527,304 $ 495,410 $ 462,518 $ 367,828 $ 348,907
Loans.............................. 327,440 326,571 298,640 228,917 226,067
Allowance for loan losses.......... 2,737 3,824 3,700 3,124 2,608
Investment securities.............. 129,387 116,852 97,595 97,197 85,578
Deposits........................... 394,092 394,601 363,286 276,495 260,466
Repurchase Agreements.............. 33,108 29,952 22,352 24,694 24,009
Borrowed funds..................... 47,179 23,000 38,000 28,802 31,572
Stockholders' equity............... 46,489 41,461 34,506 33,892 29,541
AVERAGE BALANCES
Assets............................. $ 505,518 $ 472,285 $ 390,092 $ 355,019 $ 331,984
Deposits........................... 384,856 373,035 293,575 267,332 246,987
Stockholders' equity............... 44,763 37,455 34,572 32,374 27,895
FINANCIAL RATIOS
Return on average assets........... 1.07% 1.12% 1.26% 1.30% 1.25%
Return on average equity........... 12.07% 14.15% 14.25% 14.21% 14.93%
Average equity to average assets... 8.85% 7.93% 8.86% 9.12% 8.40%
Dividend payout ratio.............. 19.26% 18.32% 17.96% 17.36% 17.08%
</Table>
- -------------------------
* Per share data for 1997 through 2000 is restated to reflect the 25% stock
dividends (five for four stock split) effective April 11, 1997 and April 16,
1999, and the two for one stock split effective June 30, 2000.
11
SUMMARY QUARTERLY FINANCIAL INFORMATION
<Table>
<Caption>
THREE MONTHS ENDED,
--------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- ------- ------------ -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2001
Selected Operations Data:
Interest income................................... $9,164 $9,126 $8,951 $8,180
Interest expense.................................. 5,118 4,802 4,363 3,699
Net interest income............................ 4,046 4,324 4,588 4,481
Provision for loan losses......................... 150 880 470 1,500
Other income...................................... 1,126 1,164 1,268 1,786
Other expenses.................................... 3,446 3,205 3,361 3,443
Income before income taxes..................... 1,576 1,403 2,025 1,324
Provision for income taxes........................ 225 170 377 151
Net income..................................... 1,351 1,233 1,648 1,173
Per Share Data:
Net income -- Basic and Diluted................... $ 0.39 $ 0.35 $ 0.48 $ 0.34
2000
Selected Operations Data:
Interest income................................... $8,199 $8,585 $9,101 $9,094
Interest expense.................................. 4,232 4,628 5,000 5,135
Net interest income............................ 3,967 3,957 4,101 3,959
Provision for loan losses......................... 125 75 260 605
Other income...................................... 629 638 587 857
Other expenses.................................... 2,852 2,760 2,814 3,002
Income before income taxes..................... 1,619 1,760 1,614 1,209
Provision for income taxes........................ 302 326 263 10
Net income..................................... 1,317 1,434 1,351 1,199
Per Share Data:*
Net income -- Basic and Diluted................... $ 0.38 $ 0.41 $ 0.39 $ 0.35
</Table>
- -------------------------
*Per share data has been adjusted to reflect the two for one stock split
effective June 30, 2000.
ITEM 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Balance Sheet Analysis
December 31, 2001 compared to December 31, 2000
During the past twelve month period from December 31, 2000 to December 31,
2001, total assets increased $31.9 million or 6.4%. Investment securities
increased $12.5 million while net loans increased $2.0 million. Total deposits
decreased $509,000 from December 31, 2000 to December 31, 2001.
Liquidity Management
Liquidity describes the ability of the Bank to meet financial obligations
that arise out of the ordinary course of business. Liquidity is primarily needed
to meet borrowing and deposit withdrawal requirements of the customers of the
Bank and to fund current and planned expenditures. The Bank maintains its asset
liquidity position internally through short term investments, the maturity
distribution of the investment portfolio, loan repayments and income from
earning assets. A substantial portion of the investment portfolio contains
readily marketable securities that could be converted to cash immediately. Refer
to Note 2 in the
12
Consolidated Financial Statements for a table showing the maturity distribution
of the Bank's securities portfolio and the related estimated fair value. On the
liability side of the balance sheet, liquidity is affected by the timing of
maturing liabilities and the ability to generate new deposits or borrowings as
needed. Other sources are available through borrowings from the Federal Reserve
Bank, the Federal Home Loan Bank and from lines of credit approved at
correspondent banks. Management knows of no trend or event which will have a
material impact on the Bank's ability to maintain liquidity at satisfactory
levels. See Note 9 in the Consolidated Financial Statements.
Capital Resources and Adequacy
Total stockholders' equity increased $5.0 million or 12.1% in 2001 to $46.5
million at the end of the year from $41.5 million at December 31, 2000. Net
income of $5.4 million, an increase of $0.6 million in accumulated other
comprehensive income less $1.0 million dividends paid, primarily contributed to
this increase. Total stockholders' equity as of December 31, 2000 increased $7.0
million from December 31, 1999.
One measure of capital adequacy is the leverage ratio which is calculated
by dividing average total assets for the most recent quarter into Tier 1
capital. The regulatory minimum for this ratio is 4%. The leverage ratio for the
years ended December 31, 2001, 2000, and 1999 was 6.8%, 6.8%, and 6.9%,
respectively.
Another measure of capital adequacy is the risk based capital ratio or the
ratio of total capital to risk adjusted assets. Total capital is composed of
both core capital (Tier 1) and supplemental capital (Tier 2) including
adjustments for off balance sheet items such as letters of credit and taking
into account the different degrees of risk among various assets. Regulators
require a minimum total risk based capital ratio of 8%. The Bank's ratio at
December 31, 2001, and for each of the two preceding years was 11.3%, 10.7%, and
9.8%, respectively. According to FDIC capital guidelines, the Bank is considered
to be "well capitalized" as of December 31, 2001.
Management knows of no other trend or event which will have a material
impact on capital. Please also refer to Note 12 in the Consolidated Financial
Statements for additional discussion of regulatory matters.
The following discussion is designed to provide a better understanding of
the results of operations of the Corporation and should be read in conjunction
with the Consolidated Financial Statements and Notes.
Results of Operations Overview for fiscal years 2001, 2000 and 1999
The Corporation reported $5,405,000 in net income for 2001 or $1.56 per
share compared to 2000 net income of $5,301,000 or $1.53 per share, and
$4,928,000 or $1.42 per share for 1999. Earnings for the year represent a record
level of performance for the Corporation, exceeding the previous record of
$5,301,000 achieved in 2000. The improvement was primarily attributed to growth
in net interest income and other operating income, the Corporation's major
income components. Return on average assets was 1.07%, 1.12% and 1.26% in 2001,
2000 and 1999, respectively. Return on average equity was 12.07% for 2001,
14.15% for 2000, and 14.25% for 1999. The acquisition of Insurance Center of
Manitowoc, Inc. did not have a material impact on the results of operations in
2001.
Net Interest Income and Net Interest Margin
Net interest income is the principal source of earnings for a banking
company. It represents the differences between interest and fees earned on the
loan and investment portfolios and interest-bearing deposits offset by the
interest paid on deposits and borrowings. Interest rates fell during 2001; they
rose for most of 2000 before falling during the fourth quarter of 2000. Because
deposits and loans and other investments reprice at different rates and as a
result of changes in volume, the Bank's net interest income, on a fully
tax-equivalent basis, increased in both 2001 and 2000.
Net interest income (on a tax equivalent basis) for 2001 increased by
$1,668,000 or 9.3% compared to the year ended December 31, 2000, while 2000 net
interest income increased by $2,704,000 or 17.7% from the previous year ended
December 31, 1999. The lower rate of increase for 2001 is the result of the
relatively small increase in loans and a significant decrease in interest rates
during 2001. Interest rate spread is the difference
13
between the average yield on interest earning assets and the average rate paid
on interest bearing liabilities (deposits). Interest rate spread for the years
ended December 31, 2001, 2000 and 1999 was 3.56%, 3.51%, and 3.65%,
respectively. See the Table 1 titled "Average Balances, Yields and Rates" for
additional information.
Net interest margin is calculated as tax equivalent net interest income
divided by average earning assets and represents the Bank's net yield on its
earning assets. For 2001, the net interest margin was 4.21% unchanged from 4.21%
in 2000. The net interest margin for 1999 was 4.38%. These changes are the
result of repricing as previously discussed and illustrated in Table 2 "Rate and
Volume Variance Analysis Based on Average Balances."
Management and the Board of Directors of the Bank monitor interest rates on
a regular basis to assess the Bank's competitive position and to maintain a
reasonable and profitable interest rate spread. The Bank also considers the
maturity distribution of loans, investments, and deposits and its effect on net
interest income as interest rates rise and fall over time.
14
The following Tables 1 and 2 do not include financial data for the
Corporation as they include only Bank financial information. In Table 1,
nonaccrual loans have been included in the average balances, loan fees are
included in interest income and the yield on tax exempt loans and securities is
computed on a tax-equivalent basis using a tax rate of 34%.
AVERAGE BALANCES, YIELD AND RATES
TABLE 1
<Table>
<Caption>
FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, 2001 DECEMBER 31, 2000 DECEMBER 31, 1999
--------------------------- --------------------------- ---------------------------
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSE RATE BALANCE EXPENSE RATE BALANCE EXPENSE RATE
------- ------- ------ ------- ------- ------ ------- ------- ------
(IN THOUSANDS)
ASSETS
Interest earning assets:
Money market investments:
Federal funds sold...................... $ 9,917 $ 385 3.88% $ 7,257 $ 493 6.77% $ 6,486 $ 369 5.69%
Investment securities:
U.S. Treasury securities and obligations
of U.S. government agencies........... 53,625 3,727 6.95% 43,649 3,032 6.95% 39,492 2,538 6.43%
Tax-exempt obligations of States and
political subdivisions................ 61,897 4,492 7.25% 55,691 4,244 7.62% 55,272 4,055 7.34%
All other investment securities......... 8,904 614 6.90% 5,876 521 8.86% 6,919 392 5.67%
-------- ------- ------ -------- ------- ------ -------- ------- ------
Total investment securities............. 124,426 8,833 7.10% 105,216 7,797 7.41% 101,683 6,985 6.87%
Loans, net of unearned income:
Commercial loans........................ 99,964 9,808 9.81% 102,897 11,379 11.06% 91,372 9,471 10.22%
Mortgage loans.......................... 206,329 15,761 7.64% 188,405 14,663 7.78% 132,000 10,143 7.68%
Installment loans....................... 18,593 1,872 10.07% 18,486 1,848 10.00% 12,323 1,269 10.30%
Other loans............................. 7,196 971 13.49% 5,261 795 15.10% 4,560 655 14.37%
-------- ------- ------ -------- ------- ------ -------- ------- ------
Total loans............................. 332,082 28,412 8.56% 315,049 28,685 9.10% 240,255 21,538 8.96%
-------- ------- ------ -------- ------- ------ -------- ------- ------
Total Interest Earning Assets........... 466,425 37,630 8.07% 427,522 36,975 8.65% 348,424 $28,892 8.29%
Cash and due from banks................. 13,166 12,385 10,275
Other assets............................ 30,062 27,739 13,965
Allowance for loan and lease losses..... (4,135) (3,760) (3,240)
-------- -------- --------
Total Assets............................ $505,518 $463,886 $369,424
======== ======== ========
LIABILITIES
Interest-bearing liabilities:
Savings Deposits........................ $ 39,600 $ 655 1.65% $ 39,998 $ 896 2.24% $ 27,443 $ 608 2.22%
Market Plus accounts.................... 63,663 2,063 3.24% 61,229 2,922 4.76% 58,425 2,507 4.29%
Super NOW accounts...................... 21,738 533 2.45% 18,049 493 2.72% 13,234 279 2.10%
Money market deposit accounts........... 21,973 725 3.30% 18,612 916 4.91% 7,291 204 2.80%
Certificates of deposit and IRA
deposits.............................. 183,304 10,493 5.72% 173,799 10,347 5.94% 132,017 7,160 5.42%
Repurchase agreements................... 30,884 1,511 4.89% 23,250 1,329 5.72% 22,902 1,095 4.78%
Federal funds purchased................. 578 32 5.54% 932 54 5.83% 919 43 4.72%
Borrowings.............................. 37,102 1,970 5.31% 33,362 2,038 6.11% 31,241 1,720 5.51%
-------- ------- ------ -------- ------- ------ -------- ------- ------
Total Interest-Bearing Liabilities...... 398,842 $17,982 4.51% 369,231 $18,995 5.14% 293,472 $13,616 4.64%
Demand deposits......................... 54,578 53,433 39,145
Other liabilities....................... 7,335 5,454 3,570
-------- -------- --------
Total liabilities....................... 460,755 428,118 336,187
Stockholders' equity.................... 44,763 35,768 33,237
-------- -------- --------
Total Liabilities and Stockholders'
Equity................................ $505,518 $463,886 $369,424
======== ======== ========
Net interest income and interest rate
spread................................ $19,648 3.56% $17,980 3.51% $15,276 3.65%
Net interest income as a percent of
earning assets........................ 4.21% 4.21% 4.38%
====== ====== ======
</Table>
15
RATE AND VOLUME VARIANCE ANALYSIS
BASED ON AVERAGE BALANCES
TABLE 2
<Table>
<Caption>
2001 COMPARED TO 2000 2000 COMPARED TO 1999
----------------------------- ----------------------------
INCREASE CHANGE DUE TO INCREASE CHANGE DUE TO
(DECREASE) RATE VOLUME (DECREASE) RATE VOLUME
---------- ---- ------ ---------- ---- ------
(IN THOUSANDS)
INTEREST INCOME
Federal funds sold............................... $ (108) $ (286) $ 178 $ 124 $ 79 $ 45
------- ------- ------ ------ ------ ------
U.S. Treasury securities and obligations of U.S.
government agencies............................ 695 0 695 494 227 267
Tax-exempt obligations of State and political
subdivisions................................... 248 (229) 477 189 156 33
All other investment securities.................. 93 (175) 268 129 187 (58)
------- ------- ------ ------ ------ ------
Total investment securities...................... 1,036 (404) 1,440 812 570 242
------- ------- ------ ------ ------ ------
Commercial loans................................. (1,571) (1,250) (321) 1,908 864 1,044
Mortgage loans................................... 1,098 (289) 1,387 4,520 188 4,332
Installment loans................................ 24 13 11 579 (55) 634
Other loans...................................... 176 (116) 292 140 38 102
------- ------- ------ ------ ------ ------
Total loans...................................... (273) (1,642) 1,369 7,147 1,035 6,112
------- ------- ------ ------ ------ ------
Total interest income............................ $ 655 $(2,332) $2,987 $8,083 $1,684 $6,399
------- ------- ------ ------ ------ ------
INTEREST EXPENSE
Savings Deposits................................. $ (241) $ (234) $ (7) $ 288 $ 8 $ 280
Market Plus accounts............................. (859) (968) 109 415 288 127
Super NOW accounts............................... 40 (59) 99 214 112 102
Money market deposit accounts.................... (191) (354) 163 712 393 319
Certificates of deposit and IRA deposits......... 146 (403) 549 3,187 904 2,283
Repurchase agreements............................ 182 (256) 438 234 218 16
Federal funds purchased.......................... (22) (2) (20) 11 10 1
Borrowings....................................... (68) (352) 284 318 200 118
------- ------- ------ ------ ------ ------
Total interest expense........................... $(1,013) $(2,628) $1,615 $5,379 $2,133 $3,246
------- ------- ------ ------ ------ ------
Net interest income.............................. $ 1,668 $ 296 $1,372 $2,704 $ (449) $3,153
======= ======= ====== ====== ====== ======
</Table>
The rate change was determined by taking the difference in rate times the
current year's balance.
Provision and Allowance for Loan Losses
For the year ended December 31, 2001, the Bank recorded net charge offs of
$4,087,000 compared to net charge offs of $941,000 in 2000 and $849,000 in 1999.
The large increase in net charge-offs in 2001 is primarily the result of one
commercial loan charge-off in the amount of $2,073,000. Internal loan review, in
particular, has been effective in identifying problem credits and in achieving
timely recognition of potential and actual losses within the loan portfolio.
Gross charge offs amounted to $4,134,000 in 2001, $996,000 in 2000, and
$965,000 in 1999, the majority of which were commercial loans. Loans charged off
are subject to ongoing review and effort is made to maximize recovery of
principal, interest and related expenses. Recoveries were $47,000 in 2001,
$55,000 in 2000, and $116,000 in 1999.
The allowance for loan losses is maintained at a level believed adequate by
management to absorb estimated loan losses. There are several factors that are
included in the analysis of the adequacy of the allowance for loan losses.
Management considers loan volume trends, levels and trends in delinquencies and
non-accruals, current problem credits, national and local economic trends and
conditions, concentrations of credit by industry, current and historical levels
of charge-offs, the experience and ability of the lending staff, and other
miscellaneous factors.
16
The factor of loan volume trends is based on actual lending activity. The
loan volume trends factor is for estimated losses that are believed to be
inherently part of the loan portfolio but that have not yet been identified as
specific problem credits. The current problem credits factor includes the
exposure believed to exist for specifically identified problem loans determined
on a loan-by-loan basis.
The allowance for loan losses of $3,700,000 as of December 31, 1999
represented 1.24% of gross loans, and as of December 31, 2000, the $3,824,000
allowance for loan losses reflected 1.17% of gross loans. The allowance for loan
losses of $2,737,000 as of December 31, 2001 amounted to 0.84% of the
outstanding loan portfolio. Analysis by internal loan review supports the
adequacy of the allowance. Management has determined that the allowance for loan
losses is adequate to absorb probable loan losses as of December 31, 2001. See
Note 3 in the Consolidated Financial Statements.
The allocation of the allowance for loan losses is shown in the following
table.
ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
TABLE 3
<Table>
<Caption>
DECEMBER 31,
-----------------------------------------------------------------------------------------------------
% OF % OF % OF % OF
LOANS LOANS LOANS LOANS
IN CATEGORY IN CATEGORY IN CATEGORY IN CATEGORY
TO TOTAL TO TOTAL TO TOTAL TO TOTAL
2001 LOANS 2000 LOANS 1999 LOANS 1998 LOANS
---- ----------- ---- ----------- ---- ----------- ---- -----------
(IN THOUSANDS)
Specific Problem
Loans.............. $ 843 $ 625 $ 694 $ 516
Loan Type Allocation:
Commercial &
Agricultural....... 1,476 26.4 2,688 29.1 2,069 31.3 2,087 39.8
Commercial Real
Estate............. 103 26.0 436 23.4 192 23.2 127 16.6
Residential Real
Estate............. 19 40.1 25 40.3 72 38.2 76 37.2
Consumer............. 12 7.5 36 7.2 49 7.3 16 6.4
------ ------ ------ ------
1,610 3,185 2,382 2,306
Unallocated.......... 284 14 624 302
------ ------ ------ ------
Total................ $2,737 $3,824 $3,700 $3,124
====== ====== ====== ======
<Caption>
DECEMBER 31,
-----------------------
% OF
LOANS
IN CATEGORY
TO TOTAL
1997 LOANS
---- -----------
(IN THOUSANDS)
Specific Problem
Loans.............. $ 233
Loan Type Allocation:
Commercial &
Agricultural....... 1,983 34.6
Commercial Real
Estate............. 182 20.2
Residential Real
Estate............. 68 39.3
Consumer............. 48 5.9
------
2,281
Unallocated.......... 94
------
Total................ $2,608
======
</Table>
Specific problem loans includes the allocation of the allowance for
specific problem credits. Loan volume allocation includes the factor of loan
volume trends, with management's goal for this factor to maintain an adequate
loan loss reserve for outstanding loans less the specifically identified current
problem credits. The allocation of the allowance among the various loan types is
based on the average proportion of the loan types that make up the specific
problem loans. The unallocated portion of the allowance consists of the other
factors included in the analysis because those factors cannot be tied to
specific loans or loan categories.
The allocation and total for the allowance for loan losses is not to be
interpreted as a single year's exposure for loss nor the loss for any specified
time period.
17
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
TABLE 4
<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
(IN THOUSANDS)
Balance at beginning of period...................... $3,824 $3,700 $3,124 $2,608 $2,080
Charge-offs:
Commercial Real Estate......................... $ 0 $ 83 $ 0 $ 0 $ 0
Residential Real Estate........................ 22 2 22 21 3
Commercial & Agricultural...................... 3,872 668 838 259 51
Consumer....................................... 240 243 105 43 53
------ ------ ------ ------ ------
$4,134 $ 996 $ 965 $ 323 $ 107
====== ====== ====== ====== ======
Recoveries:
Commercial Real Estate......................... $ 0 $ 9 $ 13 $ 13 $ 2
Residential Real Estate........................ 2 2 12 0 0
Commercial & Agricultural...................... 21 27 70 9 24
Consumer....................................... 24 17 21 17 9
------ ------ ------ ------ ------
$ 47 $ 55 $ 116 $ 39 $ 35
====== ====== ====== ====== ======
Net charge-offs..................................... 4,087 941 849 284 72
Provision for loan losses........................... 3,000 1,065 851 800 600
Balance related to acquisition...................... 0 0 574 0 0
------ ------ ------ ------ ------
Balance at end of period............................ $2,737 $3,824 $3,700 $3,124 $2,608
====== ====== ====== ====== ======
Ratio of net charge offs during period to average
loans outstanding during period................... 1.23% .30% .35% .12% .03%
Ratio of allowance for loan losses to total loans... 0.84% 1.17% 1.24% 1.36% 1.15%
</Table>
The decrease in the allowance for loan losses from $3,824,000 at December
31, 2000 to $2,737,000 at December 31, 2001 is primarily due to three commercial
loan charge-offs totaling $3.7 million, of which one charge-off totaled $2.1
million. Management anticipates that a portion of this loss will be recovered
through a related insurance claim. The amount of the recovery cannot be
estimated at this time. Management's analysis of the allowance for loan losses
at December 31, 2001 indicates that the balance is adequate.
Other Income
Other income increased $2,633,000, or 97.1%, from 2000 to 2001. The growth
resulted primarily from $1,497,000 of insurance commission income from the
Insurance Center acquisition, an increase in loan servicing income, and
increases in gain on sales of mortgage loans held for sale. Increases in gain on
sales of mortgage loans resulted from the lower interest rate environment which
increased loan demand and related fee income.
Other income increased $354,000, or 15.0%, from 1999 to 2000. The growth
resulted primarily from increases in service charges on deposit accounts
obtained in the Dairy acquisition, an increase in loan servicing income, and an
increase in earnings from the Bank's data processing center.
Other Expense
Other expense increased by $2,027,000, or 17.7%, from 2000 to 2001. This
change was primarily a result of increases in salaries and employee benefits due
to additional salaries, commissions and related benefits for employees acquired
as part of the Insurance Center acquisition, and annual merit increases for
employees. Occupancy expense increased due to offices obtained in the Insurance
Center acquisition. Amortization of goodwill increased as a result of the
Insurance Center acquisition.
18
Other expenses increased by $2,351,000, or 25.9%, from 1999 to 2000. This
change was primarily a result of increases in salaries and employee benefits and
due to additional salaries and benefits for employees acquired as part of the
Dairy acquisition, the staff at the Bank's new office in Ashwaubenon, and annual
merit increases for employees. Occupancy expense increased due to the offices
obtained in the Dairy acquisition and in Ashwaubenon. Amortization of goodwill
and data processing expense increased due to the Dairy acquisition. Other
expenses increased due to higher regulatory and professional fees, increased
insurance expense, collection and repossession expense, increased FDIC deposit
insurance expense resulting from increased deposits, higher telephone expense
and the expense related to a deferred compensation agreement the Corporation has
with one of its officers.
Income Taxes
The effective tax rates for the Corporation were 14.59%, 14.53%, and
16.81%, for 2001, 2000, and 1999 respectively. The effective tax rate has
remained consistent from 2000 to 2001. The decrease in effective tax rates for
2000 is a direct result of additional assets held at the Bank's FNBM Investment
Corp. subsidiary and additional tax-exempt income. FNBM Investment Corp. is a
wholly-owned subsidiary of the Bank incorporated under the laws of Nevada and is
subject to taxation in the State of Nevada which does not currently impose a
corporate income tax. See Note 10 in the Consolidated Financial Statements.
Securities
Securities available for sale are held for an indefinite period of time and
may be sold in response to changing market and interest rate conditions as part
of the asset/liability management strategy. Securities available for sale are
carried at fair value, with unrealized holding gains and losses, net of the
related tax effect, reported as a separate component of accumulated other
comprehensive income. Securities held to maturity are those that management has
both the positive intent and ability to hold to maturity, and are reported at
amortized cost. The Bank does not own trading or held to maturity securities.
The Bank manages the investment portfolios within policies which seek to achieve
desired levels of liquidity, manage interest rate sensitivity risk, meet
earnings objectives, and provide required collateral support for deposit
activities.
Total securities amounted to $129.4 million and $116.9 million as of
December 31, 2001 and 2000, respectively. The higher level of investments in
securities resulted primarily from the increase in available funds derived from
increases in borrowings and securities sold under repurchase agreements.
The Bank manages its investment portfolios within policies which seek to
achieve desired levels of liquidity, manage interest rate sensitivity risk, meet
earnings objectives and provide required collateral support for deposit
activities. The Bank had no concentrations of securities from any single issues
that exceeded 10% of stockholders' equity. Table 5 exhibits the distribution, by
type, of the investment portfolio as of December 31. Concurrent with the
acquisition of Dairy State, the Corporation transferred all of Dairy State's
held to maturity securities to securities available for sale.
19
SECURITIES AVAILABLE FOR SALE
TABLE 5
<Table>
<Caption>
DECEMBER 31, 2001 DECEMBER 31, 2000 DECEMBER 31, 1999
----------------- ----------------- -----------------
(IN THOUSANDS)
U.S. Treasury securities and obligations of
U.S. Government corporations and
agencies.................................. $ 6,067 $ 19,431 $ 10,290
Obligations of states and political
subdivisions.............................. 62,657 60,708 54,278
Mortgage-backed securities.................. 55,153 30,609 33,459
Corporate Notes............................. 999 948 896
Other securities............................ 2,909 4,577 2,124
-------- -------- --------
Total amortized cost.............. $127,785 $116,273 $101,047
======== ======== ========
Total fair value.................. $129,387 $116,852 $ 97,595
======== ======== ========
</Table>
The following table presents the maturity by type of the investment
portfolio for the year ended December 31, 2001.
INVESTMENT PORTFOLIO ANALYSIS
TABLE 6
<Table>
<Caption>
DECEMBER 31, 2001
------------------------------------------------------------------------------------------
U.S. GOVT. MORTGAGE BACKED CORPORATE
AGENCIES MUNICIPALS SECURITIES NOTES OTHER SECURITIES
--------------- ---------------- ---------------- -------------- -----------------
BOOK AVG TE BOOK AVG TE BOOK AVG TE BOOK AVG TE BOOK AVG TE
DESCRIPTION & TERM VALUE YIELD VALUE YIELD VALUE YIELD VALUE YIELD VALUE YIELD
- ------------------ ----- ------ ----- ------ ----- ------ ----- ------ ----- ------
(IN THOUSANDS)
0 - 12 months........ $ 0 n/a $ 2,768 7.19% $ 5,960 4.94% $ 0 n/a $ 75 6.54%
1 - 5 Years.......... 0 n/a 7,937 7.40% 39,279 5.72% 899 6.50% 0 n/a
5 - 10 Years......... 2,695 7.50% 22,499 7.36% 9,914 6.21% 100 7.30% 0 n/a
Over 10 Years........ 3,372 7.38% 29,453 7.15% 0 n/a 0 n/a 2,834 5.70%
------ ----- ------- ----- ------- ----- ---- ----- ------ -----
Total................ $6,067 7.43% $62,657 7.26% $55,153 5.72% $999 6.58% $2,909 5.72%
====== ===== ======= ===== ======= ===== ==== ===== ====== =====
<Caption>
DECEMBER 31, 2001
--------------------
TOTAL TOTAL
AMORTIZED FAIR
DESCRIPTION & TERM COST VALUE
- ------------------ --------- -----
(IN THOUSANDS)
0 - 12 months........ $ 8,803 $ 8,847
1 - 5 Years.......... 48,115 48,925
5 - 10 Years......... 35,208 35,706
Over 10 Years........ 35,659 35,909
-------- --------
Total................ $127,785 $129,387
======== ========
</Table>
Loan Portfolio
The Bank is actively engaged in originating loans to customers in
Manitowoc, Calumet, Sheboygan and Brown counties. The Bank has policies and
procedures designed to mitigate credit risk and to maintain the quality of the
loan portfolio. These policies include underwriting standards for new credits as
well as the continuous monitoring and reporting of asset quality and the
adequacy of the allowance for loan losses. These polices, coupled with
continuous training efforts, have provided effective checks and balances for the
risk associated with the lending process. Lending authority is based on the
level of risk, size of the loan and the experience of the lending officer.
Bank underwriting procedures are based on a process which evaluates the
management, repayment ability, collateral support, credit history, and overall
financial strength of prospective and current customers from a relationship
oriented perspective. Residential mortgage loans are predominantly underwritten
to general FNMA guidelines.
The Bank extends the following types of credit: commercial loans,
agricultural loans, real estate loans and consumer loans.
Commercial loans are often secured with first liens on accounts receivable,
inventory and/or equipment. Commercial loans generally have loan to value ratios
of 80% or less. Agricultural loans are collateralized with first liens on crops,
farm products, farm personal property and/or real estate. Agricultural loans
generally have loan to value ratios of 70% or less, except for agricultural real
estate loans which have loan to value ratios of
20
80% or less. Real estate loans include commercial real estate loans and
residential real estate loans. Real estate loans are collateralized with first
mortgages. Commercial real estate loans generally have loan to value ratios of
80% or less while residential real estate loans have loan to value ratios of 90%
or less. Consumer loans include loans to individuals for personal, family or
household purposes. Consumer loans may be secured with first lien positions or
unsecured depending upon the credit quality. The Bank will make subordinate
loans in any category if the borrower's financial position justifies it. The
Bank is not involved in credit risk insurance.
Bank management assesses the loan portfolio mix at least annually as part
of its planning and budget process. While there are no predetermined fixed
targets for various loan types established in the loan policy, general
guidelines are established annually for new loan activity based on loan
portfolio mix and credit needs in the Bank's main markets.
The risks associated with the Bank's loan categories are as follows:
Commercial and Agricultural. Credit risk is considered moderate. Past due
loans are below industry averages. Non-performing loans and net loan losses were
higher than the previous year. The portfolio is fairly diversified with no
significant concentrations within one industry and agricultural loans
representing approximately 5% of total loans.
Real Estate. Credit risk is considered low, with delinquency ratios and
non-performing loans at low levels.
Consumer. Credit risk is considered moderate, with delinquency ratios and
non-performing loans at low levels.
No loan customer exceeds the legal lending limit among the loan categories.
The Bank's legal and internal lending limit as of December 31, 2001 was
$6,809,000.
Extensions of credit used predominantly for business or agricultural
purposes are classified as commercial and agricultural loans. Commercial loans
include lines of credit for seasonal requirements of businesses, short-term
loans payable within 12 months for one time specific purposes and term loans
with maturities greater than 12 months for capital assets and fixed assets which
are amortized and repaid from cash flow. Agricultural loans include short-term
farm operating loans, intermediate term farm personal property loans and
long-term agricultural real estate loans. Agricultural real estate loans
generally are written for one to two year terms with amortizations exceeding
five years. Commercial term loans for capital assets and fixed assets and
commercial real estate loans that have maturities of more than five years are
generally arranged through government assisted financing programs such as SBA.
The increase in commercial loans and commercial real estate loans resulted
mainly from the general credit needs within the Bank's primary markets. The Bank
also made it a priority to sell residential mortgage loans to the FNMA secondary
market and term commercial real estate loans to the SBA secondary market.
21
Table 7 "Summary of Loan Portfolio" presents the composition of the Bank's
loan portfolio by significant concentration.
SUMMARY OF LOAN PORTFOLIO
TABLE 7
<Table>
<Caption>
LOANS OUTSTANDING AS DECEMBER 31,
-----------------------------------------------------------------------------------
2001 2000 1999 1998
---------------------- ---------------------- ---------------------- --------
PERCENT OF PERCENT OF PERCENT OF
AMOUNT TOTAL LOANS AMOUNT TOTAL LOANS AMOUNT TOTAL LOANS AMOUNT
------ ----------- ------ ----------- ------ ----------- ------
(IN THOUSANDS)
Commercial and
Agricultural............ $ 86,565 26.44% $ 94,886 29.06% $ 93,550 31.33% $ 91,122
Commercial Real Estate... 85,036 25.97% 76,478 23.42% 69,248 23.19% 38,018
Residential Real
Estate.................. 131,362 40.12% 131,592 40.29% 114,175 38.23% 85,115
Consumer................. 23,213 7.08% 22,270 6.82% 20,199 6.76% 13,783
Other.................... 1,264 .39% 1,345 .41% 1,468 .49% 879
-------- ------- -------- ------- -------- ------- --------
Total.................... $327,440 100.00% $326,571 100.00% $298,640 100.00% $228,917
======== ======= ======== ======= ======== ======= ========
<Caption>
LOANS OUTSTANDING AS DECEMBER 31,
------------------------------------
1998 1997
----------- ----------------------
PERCENT OF PERCENT OF
TOTAL LOANS AMOUNT TOTAL LOANS
----------- ------ -----------
(IN THOUSANDS)
Commercial and
Agricultural............ 39.81% $ 78,230 34.61%
Commercial Real Estate... 16.61% 45,689 20.21%
Residential Real
Estate.................. 37.18% 88,822 39.29%
Consumer................. 6.02% 12,503 5.53%
Other.................... .38% 823 .36%
------- -------- -------
Total.................... 100.00% $226,067 100.00%
======= ======== =======
</Table>
MATURITIES OF LOAN PORTFOLIO
TABLE 8
<Table>
<Caption>
DECEMBER 31, 2001
------------------------------------------------------------------------------
COMMERCIAL COMMERCIAL RESIDENTIAL
MATURING & AGRICULTURAL REAL ESTATE REAL ESTATE CONSUMER OTHER TOTAL
- -------- -------------- ----------- ----------- -------- ----- -----
(IN THOUSANDS)
0-12 months.................... $59,791 $36,567 $ 72,640 $ 6,392 $1,264 $176,654
1-5 years...................... 26,774 36,131 53,258 16,803 0 132,966
Over 5 years................... 0 12,338 5,464 18 0 17,820
------- ------- -------- ------- ------ --------
Total.......................... $86,565 $85,036 $131,362 $23,213 $1,264 $327,440
======= ======= ======== ======= ====== ========
</Table>
<Table>
<Caption>
MATURING FIXED RATE ADJUSTABLE RATE TOTAL
- -------- ---------- --------------- -----
0-12 months................... $135,635 $41,019 $176,654
1-5 years..................... 105,670 27,296 132,966
Over 5 years.................. 17,820 0 17,820
-------- ------- --------
Total......................... $259,125 $68,315 $327,440
======== ======= ========
</Table>
The Bank's policy is to make the majority of its loan commitments in the
market area it serves. This tends to reduce risk because management is familiar
with the credit histories of loan applicants and has an in-depth knowledge of
the risk to which a given credit is subject. The Bank had no foreign loans in
its portfolio as of December 31, 2001.
It is the policy of the Bank to place a loan in nonaccrual status whenever
there is substantial doubt about the ability of a borrower to pay principal or
interest on any outstanding credit. Management considers such factors as payment
history, the nature and value of collateral securing the loan and the overall
economic situation of the borrower when making a nonaccrual decision. Nonaccrual
loans are closely monitored by management. A non-accruing loan is restored to
current status when the prospects of future contractual payments are no longer
in doubt. Nonaccrual loans at December 31, 2001 and 2000 were $2,312,000 and
$1,765,000, respectively. The fluctuation in the level of nonaccrual loans over
the past five years is attributed mainly to isolated credit deterioration in a
few larger account relationships. These included commercial loans, agricultural
loans and residential real estate loans. However, these were individual isolated
accounts and no trend in economic, industrial, geographical or other factors
could be identified to account for the fluctuations
22
in the level of nonaccrual loans. Accruing loans 90 days or more past due
include loans that are both well secured and in the process of collection.
RISK ELEMENTS OF LOAN PORTFOLIO
TABLE 9
<Table>
<Caption>
DECEMBER 31,
----------------------------------------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
(IN THOUSANDS)
Nonaccrual loans............................... $2,312 $1,765 $1,618 $ 927 $211
Accruing loans past due 90 days or more........ 529 419 21 181 84
------ ------ ------ ------ ----
Total nonperforming loans...................... $2,841 $2,184 $1,639 $1,108 $295
Nonperforming loans as a percent of loans...... .87% .67% .55% .47% .13%
Ratio of the allowance for loan losses to
nonperforming loans.......................... 96% 175% 226% 282% 884%
</Table>
Total nonperforming loans at December 31, 2001 were $2,841,000, an increase
of $657,000 from $2,184,000 at December 31, 2000. The increase was primarily due
to an increase of $547,000 in nonaccrual loans at December 31, 2001.
Management maintains a listing of potential problem loans. The decision of
management to place loans in this category does not necessarily indicate that
the Bank expects losses to occur, but that management recognizes that a higher
degree of risk is associated with these performing loans. The loans that have
been reported as potential problem loans are not concentrated in a particular
industry, but rather cover a diverse range of businesses. Management does not
presently expect significant losses from credits in the potential problem loan
category.
Deposits
Deposit liabilities were $394.6 million at December 31, 2000 and $394.1
million at December 31, 2001. Demand deposits decreased $2.7 million, while
interest-bearing deposits increased $2.2 million. The Bank continues to
experience strong competition from other commercial banks, credit unions, the
stock market and mutual funds. There are no predetermined divisions for deposit
categories. Table 1 displays the average balances and average rates paid on all
major deposits classifications for 2001, 2000 and 1999.
The following table represents maturities of time deposits in denominations
of $100,000 or more for the years ended December 31, 2001 and 2000.
MATURITY OF TIME DEPOSITS $100,000 OR MORE
TABLE 10
<Table>
<Caption>
FOR THE YEARS ENDED
DECEMBER 31,
--------------------
2001 2000
---- ----
(IN THOUSANDS)
3 months or less............................................ $12,381 $ 8,891
3-6 months.................................................. 9,209 9,467
6-12 months................................................. 13,612 11,819
Over 12 months.............................................. 4,003 4,865
------- -------
TOTAL....................................................... $39,205 $35,042
======= =======
</Table>
23
Borrowings
FHLB advances increased from $21.0 million at December 31, 2000 to $45.0
million at December 31, 2001, an increase of $24.0 million or 114.3%. FHLB
advances are subject to a prepayment penalty if they are repaid prior to
maturity. FHLB advances are callable either six months or one year after
origination and quarterly thereafter. Promissory notes to former stockholders of
the Insurance Center at 9% maturing July 1, 2008 totaled $459,000 at December
31, 2001, and promissory notes to former stockholders of the Insurance Center at
prime plus 1% were $1,467,000 at December 31, 2001.
ITEM 7A
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Bank monitors interest rate factors on a monthly basis to assess
interest rate risk of the portfolio of assets and liabilities. Maturity terms of
assets are matched to the maturity terms of liabilities to the extent possible.
The maturity structure of the municipal securities, however, is long term to
optimize tax advantages and yield returns within an acceptable level of market
risk. In addition, based on prior experience, the average life of the mortgage
backed securities has been shorter than the scheduled maturities. There are no
interest rate caps or floors on variable rate instruments that could affect the
cash flows on those instruments. Variable rate loans, investments and deposits
reprice immediately because they are related to changes in the prime rate of
interest. Fixed rate commercial loans reprice at least annually. Fixed rate real
estate loans are scheduled for 1 to 2 years with balloon payments. Loans do not
have prepayment penalty clauses. The following table also assumes all loans and
deposits will be renewed under the same terms. Interest rates on those renewals
are based on anticipated rates at the date of renewal. There is a 10% prepayment
assumption for the entire loan portfolio based on historical trends.
Reinvestment rates are assumed at 95% for loans. Loans not renewed are assumed
to be replaced by loan originations. The table assumes that any deposits that
are withdrawn are replaced by new deposit funds. The following table shows the
expected cash flows and yields for interest earning assets and interest bearing
liabilities.
24
QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
TABLE 11
<Table>
<Caption>
EXPECTED PERIOD OF MATURITY
----------------------------------------------------------------------------------------------
GREATER THAN
WITHIN 1 YEAR 1-2 YEARS 2-3 YEARS 3-4 YEARS 4 YEARS
----------------- ---------------- ---------------- ---------------- -----------------
YIELD/ YIELD/ YIELD/ YIELD/ YIELD/
DECEMBER 31, 2001 BALANCE RATE BALANCE RATE BALANCE RATE BALANCE RATE BALANCE RATE
----------------- ------- ------ ------- ------ ------- ------ ------- ------ ------- ------
(IN THOUSANDS)
Short term
investments(V)...... $ 21,949 1.00%
US Treasury, Agency
and other
securities(F)....... 940 6.50% 0 n/a 0 n/a 0 n/a $ 8,955 7.45%
US Treasury, Agency
and other
securities(V)....... 80 6.57% 0 n/a 0 n/a 0 n/a 0 n/a
Mortgage backed
securities(F)....... 5,960 4.94% 10,150 5.65% 10,451 5.96% 16,309 5.55% 9,246 6.26%
Mortgage backed
securities(V)....... 3,037 5.28% 0 n/a 0 n/a 0 n/a 0 n/a
Municipal
securities(F)....... 2,768 4.75% 1,487 4.37% 1,455 4.70% 217 5.13% 56,730 4.93%
Commercial loans(F)... 20,315 8.15% 4,319 8.34% 4,499 7.99% 3,198 8.35% 21,840 8.47%
Commercial loans(V)... 31,586 5.48% 10,384 5.50% 6,500 5.56% 2,456 5.29% 6,771 5.48%
Real estate
loans(F)............ 49,139 8.16% 18,268 8.24% 17,369 8.25% 9,899 8.61% 67,563 8.03%
Real estate
loans(V)............ 8,955 5.07% 964 5.69% 3,552 5.43% 269 5.58% 15,451 5.48%
Consumer loans(F)..... 5,306 7.35% 1,941 9.07% 2,329 7.51% 1,512 9.24% 12,577 8.35%
Consumer loans(V)..... 478 3.89% 0 n/a 0 n/a 0 n/a 0 n/a
-------- ----- ------- ----- ------- ----- ------- ----- -------- -----
Total interest
earning
assets.......... $150,513 6.09% $47,513 6.96% $46,155 6.96% $33,860 6.85% $199,133 6.82%
======== ===== ======= ===== ======= ===== ======= ===== ======== =====
Interest bearing
deposits(F)......... $119,533 3.45% $34,182 4.66% $35,936 3.82% $ 5,793 5.84% $ 20,760 5.11%
Interest bearing
deposits(V)......... 117,855 1.31% 0 n/a 0 n/a 0 n/a 0 n/a
Short term
borrowings(F)....... 36,309 4.26% 0 n/a 0 n/a 0 n/a 0 n/a
Short term
borrowings(V)....... 22,052 1.39% 0 n/a 0 n/a 0 n/a 0 n/a
Long term
borrowings(F)....... 0 n/a 0 n/a 0 n/a 0 n/a 15,459 4.54%
Long term
borrowings(V)....... 6,467 5.75% 0 n/a 0 n/a 0 n/a 0 n/a
Total interest
bearing
liabilities..... $302,216 2.61% $34,182 4.66% $35,936 3.82% $ 5,793 5.84% $ 36,219 4.87%
======== ===== ======= ===== ======= ===== ======= ===== ======== =====
<Caption>
EXPECTED PERIOD OF MATURITY
----------------------------
TOTAL
----------------- FAIR
YIELD/ MARKET
DECEMBER 31, 2001 BALANCE RATE VALUE
----------------- ------- ------ ------
(IN THOUSANDS)
Short term
investments(V)...... $ 21,949 1.00% $ 21,949
US Treasury, Agency
and other
securities(F)....... 9,895 7.14% 10,206
US Treasury, Agency
and other
securities(V)....... 80 6.57% 80
Mortgage backed
securities(F)....... 52,116 5.89% 52,630
Mortgage backed
securities(V)....... 3,037 5.28% 3,037
Municipal
securities(F)....... 62,657 4.84% 63,434
Commercial loans(F)... 54,171 8.21% 56,220
Commercial loans(V)... 57,697 5.55% 57,697
Real estate
loans(F)............ 162,238 8.12% 163,283
Real estate
loans(V)............ 29,191 5.36% 29,191
Consumer loans(F)..... 23,665 8.16% 23,903
Consumer loans(V)..... 478 3.89% 478
-------- ----- --------
Total interest
earning
assets.......... $477,174 6.62% $482,108
======== ===== ========
Interest bearing
deposits(F)......... $216,204 3.93% $219,458
Interest bearing
deposits(V)......... 117,855 1.31% 117,855
Short term
borrowings(F)....... 36,309 4.26% 36,399
Short term
borrowings(V)....... 22,052 1.39% 22,052
Long term
borrowings(F)....... 15,459 4.54% 15,605
Long term
borrowings(V)....... 6,467 5.75% 6,467
Total interest
bearing
liabilities..... $414,346 3.13% $417,836
======== ===== ========
</Table>
- -------------------------
(V) Variable repricing terms
(F) Fixed repricing terms
25
ITEM 8
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Stockholders
First Manitowoc Bancorp, Inc.
Manitowoc, Wisconsin
We have audited the accompanying consolidated balance sheets of First
Manitowoc Bancorp, Inc. and Subsidiaries as of December 31, 2001 and 2000, and
the related consolidated statements of income, stockholders' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these financial statements based on our audits. The consolidated
statements of income, stockholders' equity, and cash flows of First Manitowoc
Bancorp, Inc. and Subsidiaries for the year ended December 31, 1999, were
audited by other auditors whose report dated February 4, 2000, expressed an
unqualified opinion on those statements.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of First
Manitowoc Bancorp, Inc. and Subsidiaries at December 31, 2001 and 2000, and the
results of their operations and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States.
Wipfli Ullrich Bertelson LLP
February 1, 2002
Green Bay, Wisconsin
26
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Stockholders
First Manitowoc Bancorp, Inc.
Manitowoc, Wisconsin
We have audited the accompanying consolidated statements of income,
stockholders' equity, and cash flows for the year ended December 31, 1999 of
First Manitowoc Bancorp, Inc. and subsidiaries. These financial statements are
the responsibility of the Corporation's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit 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 audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of operations and cash
flows of First Manitowoc Bancorp, Inc. and subsidiaries for the year ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States of America.
KPMG LLP
Milwaukee, Wisconsin
February 4, 2000
27
FIRST MANITOWOC BANCORP, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCED SHEETS
DECEMBER 31, 2001 AND 2000
<Table>
<Caption>
2001 2000
---- ----
(IN THOUSANDS)
ASSETS
Cash and due from banks..................................... $ 17,947 $ 19,219
Interest-bearing deposits................................... 9,165 617
Federal funds sold.......................................... 12,784 6,538
-------- --------
Cash and cash equivalents................................... 39,896 26,374
Securities available for sale, at fair value................ 129,387 116,852
Loans held for sale......................................... 211 --
Loans, net.................................................. 324,703 322,747
Premises and equipment...................................... 9,431 9,491
Intangible assets, net of accumulated amortization of
$1,959,000 in 2001 and $1,319,000 in 2000................. 9,829 7,910
Other assets................................................ 13,847 12,036
-------- --------
Total Assets................................................ $527,304 $495,410
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits.................................................... $394,092 $394,601
Securities sold under repurchase agreements................. 33,108 29,952
Borrowed funds.............................................. 47,179 23,000
Other liabilities........................................... 6,436 6,396
-------- --------
Total liabilities........................................... 480,815 453,949
-------- --------
Stockholders' equity:
Common stock -- $1 par value: Authorized -- 10,000,000
shares Issued -- 3,791,814 shares...................... 3,792 3,792
Retained earnings......................................... 42,355 37,991
Accumulated other comprehensive income.................... 1,042 378
Treasury stock at cost -- 323,180 shares in 2001 and 2000... (700) (700)
-------- --------
Total stockholders' equity.................................. 46,489 41,461
-------- --------
Total Liabilities and Stockholders' Equity.................. $527,304 $495,410
======== ========
</Table>
See accompanying notes to consolidated financial statements.
28
FIRST MANITOWOC BANCORP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
<Table>
<Caption>
2001 2000 1999
---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS)
Interest income:
Loans, including fees..................................... $28,022 $28,388 $21,273
Federal funds sold........................................ 385 493 369
Securities:
Taxable................................................ 4,059 3,306 2,788
Tax-exempt............................................. 2,955 2,792 2,667
------- ------- -------
Total interest income............................. 35,421 34,979 27,097
------- ------- -------
Interest expense:
Deposits.................................................. 14,469 15,574 10,738
Securities sold under repurchase agreements............... 1,511 1,329 1,095
Borrowed funds............................................ 2,002 2,092 1,769
------- ------- -------
Total interest expense............................ 17,982 18,995 13,602
------- ------- -------
Net interest income......................................... 17,439 15,984 13,495
Provision for loan losses................................... 3,000 1,065 851
------- ------- -------
Net interest income after provision for loan losses......... 14,439 14,919 12,644
------- ------- -------
Other income:
Trust service fees........................................ 497 511 499
Service charges on deposit accounts....................... 1,306 1,039 905
Insurance Center commissions.............................. 1,497 -- --
Loan servicing income..................................... 814 378 326
Gain on sales of mortgage loans........................... 319 44 138
Gain on sale of fixed assets.............................. 19 -- --
Other..................................................... 892 739 489
------- ------- -------
Total other income................................ 5,344 2,711 2,357
------- ------- -------
Other expenses:
Salaries, commissions, and employee benefits.............. 7,413 5,971 4,958
Occupancy................................................. 1,925 1,684 1,107
Data processing........................................... 988 897 718
Postage, stationery, and supplies......................... 517 485 420
Amortization of intangibles............................... 688 459 241
Other..................................................... 1,924 1,932 1,633
------- ------- -------
Total other expenses.............................. 13,455 11,428 9,077
------- ------- -------
Income before provision for income taxes.................... 6,328 6,202 5,924
Provision for income taxes.................................. 923 901 996
------- ------- -------
Net income.................................................. $ 5,405 $ 5,301 $ 4,928
======= ======= =======
Earnings per share -- Basic and diluted..................... $1.56 $1.53 $1.42
======= ======= =======
</Table>
See accompanying notes to consolidated financial statements.
29
FIRST MANITOWOC, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
<Table>
<Caption>
ACCUMULATED
OTHER
COMMON RETAINED COMPREHENSIVE TREASURY
STOCK EARNINGS INCOME (LOSS) STOCK TOTAL
------ -------- ------------- -------- -----
(IN THOUSANDS)
Balance, January 1, 1999.................... $3,792 $29,625 $ 1,175 $(700) $33,892
Comprehensive income:
Net income............................. 4,928 4,928
Other comprehensive loss............... (3,422) (3,422)
------ ------- ------- ----- -------
Total comprehensive income........ 1,506
Cash dividends ($0.26 per share).......... (885) (885)
Cash paid for fractional shares........... (7) (7)
------ ------- ------- ----- -------
Balance, December 31, 1999.................. 3,792 33,661 (2,247) (700) 34,506
Comprehensive income:
Net income............................. 5,301 5,301
Other comprehensive income............. 2,625 2,625
------ ------- ------- ----- -------
Total comprehensive income........ 7,926
Cash dividends ($0.28 per share).......... (971) (971)
------ ------- ------- ----- -------
Balance, December 31, 2000.................. 3,792 37,991 378 (700) 41,461
Comprehensive income:
Net income............................. 5,405 5,405
Other comprehensive income............. 664 664
------ ------- ------- ----- -------
Total comprehensive income........ 6,069
Cash dividends ($0.30 per share).......... (1,041) (1,041)
------ ------- ------- ----- -------
Balance, December 31, 2001.................. $3,792 $42,355 $ 1,042 $(700) $46,489
====== ======= ======= ===== =======
</Table>
See accompanying notes to consolidated financial statements.
30
FIRST MANITOWOC BANCORP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
<Table>
<Caption>
2001 2000 1999
---- ---- ----
(IN THOUSANDS)
Cash flows from operating activities:
Net income................................................ $ 5,405 $ 5,301 $ 4,928
-------- -------- --------
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for loan losses............................... 3,000 1,065 851
Depreciation and amortization of premises and
equipment............................................. 870 789 485
Amortization of intangibles............................. 640 459 241
Net (accretion) amortization of securities.............. (271) -- 25
Stock dividends on FHLB stock........................... (153) (110) --
Proceeds from sales of mortgage loans................... 74,428 15,481 25,077
Originations of mortgage loans held for sale............ (74,320) (15,338) (24,899)
Gain on sales of mortgage loans......................... (319) (44) (138)
Gain on sale of fixed assets............................ (19) -- --
Undistributed income of joint venture................... (282) (247) (142)
Increase in other assets................................ (293) (1,113) (147)
Increase (decrease) in other liabilities................ (824) 2,022 (792)
-------- -------- --------
Total adjustments.................................. 2,457 2,964 561
-------- -------- --------
Net cash provided by operating activities................... 7,862 8,265 5,489
-------- -------- --------
Cash flows from investing activities:
Proceeds from maturities of securities available for
sale.................................................... 33,979 15,038 45,489
Purchases of securities available for sale................ (45,067) (30,154) (51,845)
Net increase in loans..................................... (6,418) (29,027) (16,120)
Acquisition, net of cash acquired......................... (67) -- (4,258)
Purchases of premises and equipment....................... (398) (1,408) (2,084)
Proceeds from sale of assets.............................. 60 -- --
-------- -------- --------
Net cash used in investing activities....................... (17,911) (45,551) (28,818)
-------- -------- --------
Cash flows from financing activities:
Net increase (decrease) in deposits....................... (509) 31,315 26,942
Net increase (decrease) in securities sold under
repurchase agreements................................... 3,156 7,600 (2,041)
Proceeds from advances of borrowed funds.................. 40,000 21,000 28,698
Repayment of borrowed funds............................... (18,035) (36,000) (19,500)
Dividends paid............................................ (1,041) (971) (885)
Cash paid for fractional shares........................... -- -- (7)
-------- -------- --------
Net cash provided by financing activities................... 23,571 22,944 33,207
-------- -------- --------
Net increase (decrease) in cash and cash equivalents........ 13,522 (14,342) 9,878
Cash and cash equivalents at beginning...................... 26,374 40,716 30,838
-------- -------- --------
Cash and cash equivalents at end............................ $ 39,896 $ 26,374 $ 40,716
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest.................................................. $ 19,468 $ 17,184 $ 13,341
Income taxes.............................................. 1,057 931 965
SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES:
Loans transferred to foreclosed properties.................. 1,462 56 144
Transfer of securities from held to maturity to available
for sale.................................................. -- -- 659
Acquisition:
Fair value of assets acquired............................. 563 -- 67,130
Liabilities assumed....................................... 1,611 -- 60,934
Cash paid for purchase of stock........................... (733) -- (13,520)
Cash acquired............................................. 666 -- 9,262
Net cash paid for acquisition............................. 67 -- 4,258
</Table>
See accompanying notes to consolidated financial statements.
31
FIRST MANITOWOC BANCORP, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of First Manitowoc Bancorp, Inc. and
Subsidiaries (the "Corporation") conform to generally accepted accounting
principles and general practices within the financial institution industry.
Significant accounting and reporting policies are summarized below.
Principles of Consolidation -- The accompanying consolidated financial
statements include the accounts of First Manitowoc Bancorp, Inc., its wholly
owned subsidiary, First National Bank in Manitowoc (the "Bank"), and the Bank's
wholly owned subsidiaries, FNBM Investment Corp. and Insurance Center of
Manitowoc, Inc. (the "Insurance Center"). All significant intercompany balances
and transactions have been eliminated. Investment in the Bank's 49.8% owned
subsidiary, which is not material, is accounted for on the equity method.
On January 1, 2001, the Bank acquired 100% ownership in the Insurance
Center. The Insurance Center includes Gary Vincent and Associates in Green Bay,
Wisconsin. The Insurance Center is an independent agency offering commercial,
personal, life, and health insurance. It is being operated as a wholly owned
subsidiary of the Bank. The Insurance Center had approximately $563,000 in
assets at date of acquisition. The transaction was accounted for under the
purchase method of accounting and goodwill of approximately $2.6 million was
recorded. The Corporation's consolidated financial statements reflect the
accounts and operations of the Insurance Center beginning January 1, 2001. The
Corporation recorded all Insurance Center assets and liabilities at fair value
at date of acquisition.
In 1999, the Corporation consummated the acquisition of Dairy State
Financial Services, Inc. ("Dairy"), a Wisconsin bank holding company, for a cash
price of approximately $13,520,000. Dairy's wholly owned subsidiary, Dairy State
Bank (DSB), has two locations in Plymouth, Wisconsin. Dairy had approximately
$66 million in assets at date of acquisition. Dairy and its wholly owned
subsidiary, DSB, were merged into the Corporation at date of acquisition. The
transaction was accounted for under the purchase method of accounting, and
goodwill of approximately $7.9 million was recorded. The Corporation's
consolidated financial statements reflect the accounts and operations of Dairy
beginning on December 1, 1999. The Corporation recorded all Dairy assets and
liabilities at fair value at date of acquisition.
Business -- The Corporation provides a full range of financial services to
individual and corporate customers in Northeastern Wisconsin through First
National Bank in Manitowoc. The Corporation is subject to competition from other
traditional and nontraditional financial institutions and is also subject to the
regulations of certain federal agencies and undergoes periodic examinations by
those regulatory authorities.
Use of Estimates in Preparation of Financial Statements -- The preparation
of the accompanying consolidated financial statements of First Manitowoc
Bancorp, Inc. and Subsidiaries in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that directly
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results may differ from these estimates.
Cash and Cash Equivalents -- For purposes of reporting cash flows, cash and
cash equivalents include cash on hand, due from banks, interest-bearing
deposits, and federal funds sold. Generally, federal funds are purchased and
sold for one-day periods.
The Bank is required to maintain non-interest-bearing deposits on hand or
with the Federal Reserve Bank. At December 31, 2001, those required reserves of
$3,806,000 were satisfied by currency and coin holdings.
Investment Securities -- The Corporation's securities are classified and
accounted for as securities available for sale. Available-for-sale securities
are stated at fair value with the unrealized gains and losses, net
32
of tax, reported as accumulated other comprehensive income (loss) within
stockholders' equity until realized. Interest and dividends are included in
interest income from securities as earned, and premiums and discounts are
recognized in interest income using the interest method over the period to
maturity. Realized gains and losses and declines in value judged to be other
than temporary are included in net gains and losses from sales of investment and
mortgage-related securities. The cost of securities sold is based on the
specific-identification method.
Fair values of many securities are estimates based on financial methods or
prices paid for similar securities. It is possible interest rates could change
considerably resulting in a material change in the estimated fair value.
Loans Held for Sale -- Loans held for sale consist of the current
origination of certain fixed-rate mortgage loans which are recorded at the lower
of aggregate cost or fair value. A gain or loss is recognized at the time of the
sale reflecting the present value of the difference between the contractual
interest rate of the loans sold and the yield to the investor, adjusted for the
initial value of mortgage servicing rights.
Loans and Related Interest Income -- Loans are carried at their unpaid
principal balance. Interest on loans is calculated by using the simple interest
method on daily balances of the principal amount outstanding and is recognized
in the period earned.
Interest on loans is accrued and credited to income as earned. Accrual of
interest is generally discontinued either when reasonable doubt exists as to the
full, timely collection of interest or principal or when a loan becomes
contractually past due by 90 days or more with respect to interest or principal.
At that time, any accrued but uncollected interest is reversed and additional
income is recorded only to the extent that payments are received and the
collection of principal is reasonably assured. Loans are restored to accrual
status when the obligation is brought current, has performed in accordance with
the contractual terms for a reasonable period of time, and the ultimate
collectibility of the total contractual principal and interest is reasonably
assured.
Loan Fees and Related Costs -- Loan-origination fees are credited to income
when received and the related loan-origination costs are expensed as incurred.
Capitalization of the fees net of the related costs would not have a material
effect on the consolidated financial statements.
Allowance for Loan Losses -- The allowance for loan losses is provided for
based on past experience and prevailing market conditions. Management's
evaluation of loss considers various factors including, but not limited to,
general economic conditions, loan portfolio composition, and prior loss
experience. This evaluation is inherently subjective since it requires material
estimates that may be susceptible to significant change. Loans are charged
against the allowance for loan losses when management believes the
collectibility of the principal is unlikely. In addition, various regulatory
agencies periodically review the allowance for loan losses. These agencies may
require additions to the allowance for loan losses based on their judgments of
collectibility.
The Corporation considers loans secured by one- to four-unit residential
properties and all consumer loans to be large groups of smaller-balance
homogenous loans. These loans are collectively evaluated in the analysis of the
adequacy of the allowance for loan losses.
The Corporation's commercial portfolio is subject to a loan-by-loan
analysis of the adequacy of the allowance for loan losses and impairment. These
loans are considered impaired when, based on current information, it is probable
the Corporation will not collect all amounts due in accordance with the
contractual terms of the loan agreement. The value of impaired loans is based on
discounted cash flows of expected future payments using the loan's internal
effective interest rate or the fair value of the collateral if the loan is
collateral dependent. Interest income on impaired loans is recorded when cash is
received and only if principal is considered to be fully collectible.
In management's judgment, the allowance for loan losses is adequate to
cover probable losses relating to specifically identified loans, as well as
probable losses inherent in the balance of the loan portfolio.
33
Mortgage Servicing Rights -- The Corporation recognizes mortgage-servicing
rights on loans that are originated and subsequently sold or securitized and
servicing is retained. A portion of the cost of the loans is required to be
allocated to the servicing rights based on the relative fair values of the loans
and the servicing rights. The Corporation amortizes these mortgage servicing
rights over the period of estimated net servicing revenue. Impairment of
mortgage servicing rights is assessed based on the fair value of those rights.
Fair values are estimated using discounted cash flows based on a current market
interest rate.
Premises and Equipment -- Premises and equipment are stated at cost.
Maintenance and repair costs are charged to expense as incurred. Gains or losses
on disposition of premises and equipment are reflected in income. Depreciation
is computed on the straight-line method and is based on the estimated useful
lives of the assets.
Foreclosed Properties -- Foreclosed properties acquired by the Corporation
through foreclosure or deed in lieu of foreclosure on loans for which the
borrowers have defaulted as to the payment of principal and interest are
initially recorded at the lower of the fair value of the asset, less the
estimated costs to sell the asset or the carrying value of the related loan
balance. Costs relating to the development and improvement of the property are
capitalized. Income and expenses incurred in connection with holding and
operating the property are charged to expense. Valuations are periodically
performed by management and third parties and a charge to expense is taken for
the excess of the carrying value of a property over its fair value less costs to
sell.
Intangible Assets -- Intangible assets attributable to the value of core
deposits and the excess of the purchase price over the fair value of net assets
(goodwill) acquired are stated at cost less accumulated amortization. Goodwill
is amortized on a straight-line basis over periods of 15 to 25 years. Core
deposits are amortized on a straight-line basis over a period of 10 years. The
Corporation reviews intangible assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Adjustments are recorded if it is determined that the benefit of
the intangible asset has decreased.
Income Taxes -- The Corporation files one consolidated federal income tax
return. Federal income tax expense (credit) is allocated to each subsidiary
based on an intercompany tax sharing agreement. The subsidiaries file separate
state tax returns as applicable.
Deferred income taxes have been provided under the liability method.
Deferred tax assets and liabilities are determined based on the difference
between the financial statement and tax bases of assets and liabilities as
measured by the current enacted tax rates which will be in effect when these
differences are expected to reverse. Deferred tax expense (benefit) is the
result of changes in the deferred tax asset and liability.
Advertising Costs -- Advertising costs are expensed as incurred.
Comprehensive Income -- Comprehensive income consists of net income and
other comprehensive income. Other comprehensive income includes unrealized gains
and losses on securities available for sale, net of tax, which are recognized as
a separate component of equity, accumulated other comprehensive income (loss).
Per Share Computations -- All per share financial information and equity
accounts have been adjusted to reflect the 2-for-1 stock split declared in June
2000 and the 5-for-4 stock split declared on April 1, 1999. Weighted average
shares outstanding were 3,468,634 for the years ended December 31, 2001, 2000,
and 1999.
Reclassifications -- Certain reclassifications have been made to the 2000
and 1999 consolidated financial statements to conform to the 2001
classifications.
Future Accounting Change -- In June 2001, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards (SFAS) No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 supersedes Accounting Principles Board (APB) Opinion No.
16, "Business Combinations," and SFAS No. 38, "Accounting for Preacquisition
Contingencies of Purchased Enterprises." SFAS No. 141 requires the use of the
purchase method of accounting for business combinations initiated after June 30,
2001. SFAS No. 142 supersedes APB Opinion No. 17, "Intangible Assets." SFAS No.
142 addresses how intangible assets acquired outside of a business combination
should be
34
accounted for upon acquisition and how goodwill and other intangible assets
should be accounted for after they have been initially recognized. SFAS No. 142
eliminates the amortization for goodwill and other intangible assets with
indefinite lives. Other intangible assets with a finite life will be amortized
over their useful life. Goodwill and other intangible assets with indefinite
useful lives shall be tested for impairment annually or more frequently if
events or changes in circumstances indicate that the asset may be impaired. SFAS
No. 142 is effective for fiscal years beginning after December 15, 2001. The
Corporation's adoption of SFAS No. 142 on January 1, 2002, did not have a
material impact on the consolidated financial statements as of the date of
adoption.
NOTE 2 SECURITIES AVAILABLE FOR SALE
The amortized cost and estimated fair value of securities available for
sale are as follows:
<Table>
<Caption>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
--------- ---------- ---------- ----------
(IN THOUSANDS)
DECEMBER 31, 2001
U.S. Treasury securities and obligations of U.S.
government corporations and agencies.............. $ 6,067 $ 272 $ (2) $ 6,337
Obligations of states and political subdivisions.... 62,657 1,201 (424) 63,434
Mortgage-backed securities.......................... 55,153 738 (224) 55,667
Corporate notes..................................... 999 41 -- 1,040
Other securities.................................... 2,909 -- -- 2,909
-------- ------ ----- --------
Total............................................... $127,785 $2,252 $(650) $129,387
======== ====== ===== ========
DECEMBER 31, 2000
U.S. Treasury securities and obligations of U.S.
government corporations and agencies.............. $ 19,431 $ 260 $(141) $ 19,550
Obligations of states and political subdivisions.... 60,708 1,093 (373) 61,428
Mortgage-backed securities.......................... 30,609 187 (447) 30,349
Corporate notes..................................... 948 -- -- 948
Other securities.................................... 4,577 -- -- 4,577
-------- ------ ----- --------
Total............................................... $116,273 $1,540 $(961) $116,852
======== ====== ===== ========
</Table>
The amortized cost and estimated fair value of securities at December 31,
2001, by contractual maturity, are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
<Table>
<Caption>
AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------
(IN THOUSANDS)
Due in one year or less..................................... $ 2,680 $ 2,711
Due after one year through five years....................... 9,037 9,370
Due after five years through 10 years....................... 25,294 25,761
Due after ten years......................................... 35,621 35,878
-------- --------
72,632 73,720
Mortgage-backed securities.................................. 55,153 55,667
-------- --------
Total....................................................... $127,785 $129,387
======== ========
</Table>
There were no sales of securities in 2001, 2000, or 1999.
The amortized cost and estimated fair value of investment securities
available for sale pledged to secure public deposits, securities sold under
repurchase agreements, FHLB advances, and for other purposes required by law
were $48,716,000 and $49,630,000, respectively, as of December 31, 2001.
35
NOTE 3 LOANS
The composition of loans at December 31 follows:
<Table>
<Caption>
2001 2000
---- ----
(IN THOUSANDS)
Commercial and agricultural................................. $ 86,565 $ 94,886
Commercial real estate...................................... 85,036 76,478
Residential real estate..................................... 131,362 131,592
Consumer.................................................... 23,213 22,270
Other....................................................... 1,264 1,345
-------- --------
Subtotals................................................. 327,440 326,571
Allowance for loan losses................................... (2,737) (3,824)
-------- --------
Loans, net.................................................. $324,703 $322,747
======== ========
</Table>
An analysis of the allowance for loan losses for the years ended December
31 follows:
<Table>
<Caption>
2001 2000 1999
---- ---- ----
(IN THOUSANDS)
Balance at beginning........................................ $ 3,824 $3,700 $3,124
Balance related to acquisition.............................. -- -- 574
Provision for loan losses................................... 3,000 1,065 851
Loans charged off........................................... (4,134) (996) (965)
Recoveries on loans......................................... 47 55 116
------- ------ ------
Balance at end.............................................. $ 2,737 $3,824 $3,700
======= ====== ======
</Table>
The aggregate amount of nonperforming loans was approximately $2,312,000
and $1,765,000 at December 31, 2001 and 2000, respectively. Nonperforming loans
are those which are contractually past due 90 days or more as to interest or
principal payments, on nonaccrual of interest status, or loans the terms of
which have been renegotiated to provide a reduction or deferral of interest or
principal. If nonperforming loans had been current, approximately $322,000,
$297,000, and $187,000 of interest income would have been recorded for the years
ended December 31, 2001, 2000, and 1999, respectively. Interest income on
nonperforming loans of $155,000, $101,000, and $98,000 was recognized for cash
payments received in 2001, 2000, and 1999, respectively.
Information regarding impaired loans as of December 31 follows:
<Table>
<Caption>
2001 2000 1999
---- ---- ----
(IN THOUSANDS)
AS OF DECEMBER 31:
Impaired loans for which an allowance has been provided..... $1,207 $1,088 $1,506
Impaired loans for which no allowance has been provided..... 880 379 --
Impairment reserve (included in allowance for loan
losses)................................................... 538 140 368
FOR THE YEARS ENDED DECEMBER 31:
Average investment in impaired loans........................ 2,305 1,690 1,157
Interest income that would have been recognized on an
accrual basis............................................. 551 308 170
Cash-basis interest income recognized....................... 225 91 78
</Table>
The Bank in the ordinary course of banking business grants loans to the
Corporation's executive officers and directors, including their immediate
families and affiliated companies in which they are principal owners.
Substantially all loans to officers, directors, and stockholders owning 5% or
more of the Corporation were made on the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
others and did not involve more than the normal risk of collectibility or
present other unfavorable features.
36
Activity in such loans during 2001 is summarized below (in thousands):
<Table>
Loans outstanding, December 31, 2000........................ $ 2,195
New loans................................................... 8,337
Repayments.................................................. (6,700)
-------
Loans outstanding, December 31, 2001........................ $ 3,832
=======
</Table>
NOTE 4 LOAN SERVICING
Mortgage loans of $109,406,000 and $74,087,000 as of December 31, 2001 and
2000, respectively, were serviced for others. These loans are not included in
the accompanying consolidated balance sheets. Mortgage servicing rights are
capitalized when the serviced loans are sold. This asset is amortized over the
estimated period that servicing income is recognized. The following is an
analysis of changes in mortgage servicing rights:
<Table>
<Caption>
2001 2000 1999
---- ---- ----
(IN THOUSANDS)
Balance, January 1.......................................... $ 624 $491 $386
Capitalized amounts......................................... 539 207 179
Amortization................................................ (69) (74) (74)
------ ---- ----
Balance, December 31........................................ $1,094 $624 $491
====== ==== ====
</Table>
No impairment of mortgage servicing rights existed at December 31, 2001 or
2000; therefore, no valuation allowance was recorded.
The carrying value of the mortgage servicing rights is included with other
assets and approximates fair market value at December 31, 2001 and 2000.
NOTE 5 PREMISES AND EQUIPMENT
Premises and equipment at December 31 consist of the following:
<Table>
<Caption>
2001 2000
---- ----
(IN THOUSANDS)
Land........................................................ $ 1,423 $ 1,323
Buildings and improvements.................................. 7,907 7,439
Furniture and equipment..................................... 4,778 4,562
------- -------
Cost........................................................ 14,108 13,324
Less -- Accumulated depreciation and amortization........... 4,677 3,833
------- -------
Net depreciated value....................................... $ 9,431 $ 9,491
======= =======
</Table>
NOTE 6 INVESTMENT IN CORPORATE JOINT VENTURE
The Bank owns 49.8% of the stock of a corporate joint venture ("venture")
whose business is developing and providing data processing services to the Bank
and other financial institutions. The venture has total assets of $3,584,000 and
liabilities of $891,000. The Bank guarantees a $461,000 loan used for the
construction of the venture's new facility. The Bank's earnings from its
investment in the venture were approximately $282,000, $247,000, and $142,000
for the years ended December 31, 2001, 2000, and 1999, respectively. Data
processing service fees paid by the Bank to the venture were approximately
$824,000, $812,000, and $534,000 for the years ended December 31, 2001, 2000,
and 1999, respectively.
The Bank has a long-term cancelable contract with the venture that extends
through May 2002. At that time, the contract is automatically renewed for a
period of one year. The Bank has the option to terminate the contract at any
time, but would incur a termination penalty of three times the average monthly
fees over the
37
prior three months. A termination penalty is not incurred if the Bank provides
180 days' notice and continues processing up to the end of that period.
NOTE 7 DEPOSITS
The distribution of deposits at December 31 is as follows:
<Table>
<Caption>
2001 2000
---- ----
(IN THOUSANDS)
Non-interest-bearing demand deposits........................ $ 60,033 $ 62,774
Interest-bearing demand deposits............................ 51,010 42,470
Savings deposits............................................ 106,149 103,015
Time deposits............................................... 176,900 186,342
-------- --------
Total deposits.............................................. $394,092 $394,601
======== ========
</Table>
Time deposits of $100,000 or more were approximately $39,205,000 and
$35,042,000 at December 31, 2001 and 2000, respectively. Interest expense on
time deposits of $100,000 or more was approximately $1,978,000, $1,614,000, and
$1,082,000 for the years ended December 31, 2001, 2000, and 1999, respectively.
At December 31, 2001, the scheduled maturities of time deposits are as
follows (in thousands):
<Table>
2002........................................................ $150,813
2003........................................................ 21,449
2004........................................................ 2,326
2005........................................................ 828
Thereafter.................................................. 1,484
--------
Total....................................................... $176,900
========
</Table>
NOTE 8 SECURITIES SOLD UNDER REPURCHASE AGREEMENTS
Securities sold under agreements to repurchase have contractual maturities
up to one year from the transaction date with variable and fixed-rate terms. The
agreements to repurchase securities requires that the Corporation (seller)
repurchase identical securities as those that are sold. The securities
underlying the agreements were under the Corporation's control.
Information concerning securities sold under agreements to repurchase
consist of the following:
<Table>
<Caption>
2001 2000 1999
---- ---- ----
(DOLLARS IN THOUSANDS)
Outstanding balance at the end of the year.................. $33,108 $29,952 $22,352
Weighted average interest rate at the end of the year....... 3.35% 6.03% 4.89%
Average balance during the year............................. $30,793 $23,009 $22,902
Average interest rate during the year....................... 4.89% 5.70% 4.79%
Maximum month-end balance during the year................... $33,108 $29,952 $24,988
</Table>
38
NOTE 9 BORROWED FUNDS
Borrowed funds are summarized as follows at December 31:
<Table>
<Caption>
2001 2000
---- ----
(IN THOUSANDS)
FHLB adjustable-rate advance, maturing March 2001, 6.47% at
December 31, 2000......................................... $ -- $ 5,000
FHLB adjustable-rate advance, maturing May 2001, 6.77% at
December 31, 2000......................................... -- 11,000
FHLB adjustable-rate advance, maturing October 2002, 5.75%
and 6.41% at December 31, 2001 and 2000, respectively..... 5,000 5,000
FHLB advance, 4.40% due February 2002....................... 10,000 --
FHLB advance, 4.98% due February 2002....................... 5,000 --
FHLB advance, 4.65% due March 2002.......................... 10,000 --
FHLB advance, 4.55% due January 2011........................ 5,000 --
FHLB advance, 4.33% due November 2011....................... 10,000 --
Promissory notes to former stockholders of the Insurance
Center, at 9%, maturing July 1, 2008...................... 459 --
Promissory notes to former stockholders of the Insurance
Center, at prime plus 1% adjusted annually, maturing
January 1, 2003........................................... 1,467 --
------- -------
Subtotals................................................. 46,926 21,000
Treasury, tax, and loan account............................. 253 2,000
------- -------
Total borrowed funds........................................ $47,179 $23,000
======= =======
</Table>
The Corporation is a Treasury, Tax & Loan (TT&L) depository for the Federal
Reserve Bank (FRB), and as such it accepts TT&L deposits. The Corporation is
allowed to borrow these funds until they are called. The average rate paid on
the treasury, tax, and loan account was 3.70% in 2001, 6.15% in 2000, and 5.60%
in 1999. U.S. Agency Securities with a face value greater than or equal to the
amount borrowed are pledged as a condition of borrowing TT&L deposits.
FHLB advances are subject to a prepayment penalty if they are repaid prior
to maturity. The FHLB advances are callable either six months or one year after
origination and quarterly thereafter. The Corporation is required to maintain as
collateral unencumbered first mortgage loans in its portfolio aggregating at
least 167% of the amount of outstanding advances from the Federal Home Loan
Bank. The FHLB advances are also collateralized by $2,312,800 and $2,160,000 of
FHLB stock owned by the Corporation and included in other securities at December
31, 2001 and 2000, respectively. This stock is recorded at cost, which
approximates fair value. Transfer of the stock is substantially restricted.
Scheduled maturities of borrowed funds outstanding at December 31, 2001,
are as follows (in thousands):
<Table>
2002........................................................ $30,788
2003........................................................ 793
2004........................................................ 64
2005........................................................ 70
2006........................................................ 78
Thereafter.................................................. 15,133
-------
Total....................................................... $46,926
=======
</Table>
39
NOTE 10 INCOME TAXES
The provision for income taxes consists of the following:
<Table>
<Caption>
2001 2000 1999
---- ---- ----
(IN THOUSANDS)
Current tax expense:
Federal................................................... $794 $1,078 $945
State..................................................... 11 -- --
---- ------ ----
Total current............................................. 805 1,078 945
---- ------ ----
Deferred tax expense (credit):
Federal................................................... 217 (82) 124
State..................................................... (99) (95) (73)
---- ------ ----
Total deferred............................................ 118 (177) 51
---- ------ ----
Total provision for income taxes............................ $923 $ 901 $996
==== ====== ====
</Table>
A summary of the source of differences between income taxes at the federal
statutory rate and the provision for income taxes for the years ended December
31 follows:
<Table>
<Caption>
2001 2000 1999
---- ---- ----
(IN THOUSANDS)
Tax expense at federal statutory rate....................... $ 2,152 $ 2,109 $2,087
Increase (decrease) in taxes resulting from:
Tax-exempt interest....................................... (1,088) (1,008) (824)
State income taxes -- Net of federal tax benefit.......... (58) (63) (41)
Cash surrender value of life insurance.................... (83) (78) (66)
Income of joint venture................................... (96) (84) (48)
Nondeductible intangible amortization..................... 121 103 --
Other..................................................... (25) (78) (112)
------- ------- ------
Provision for income taxes.................................. $ 923 $ 901 $ 996
======= ======= ======
</Table>
40
Deferred income taxes are provided for the temporary differences between
the financial reporting basis and the tax basis of the Corporation's assets and
liabilities. The major components of net deferred tax assets at December 31 are
as follows:
<Table>
<Caption>
2001 2000
---- ----
(IN THOUSANDS)
Deferred tax assets:
Deferred compensation..................................... $ 660 $ 550
Allowance for loan losses................................. 867 1,270
Intangibles............................................... 149 110
Accrued vacation.......................................... 97 96
State net operating loss carryforward..................... 345 167
Alternative minimum tax credits........................... 440 125
Other..................................................... 74 81
------- -------
Total deferred tax assets................................. 2,632 2,399
------- -------
Deferred tax liabilities:
Investment acquisition and discount accretion............. (123) (111)
Mortgage servicing rights................................. (453) (245)
Depreciation.............................................. (538) (462)
Unrealized gain on securities available for sale.......... (560) (201)
Other..................................................... (122) (67)
------- -------
Total deferred tax liabilities............................ (1,796) (1,086)
------- -------
Net deferred tax asset...................................... $ 836 $ 1,313
======= =======
</Table>
The Bank has state net operating loss carryforwards of approximately
$6,614,000. The Bank's net operating losses begin to expire in 2014. The
Corporation's alternative minimum tax credit carryovers have no expiration date.
NOTE 11 BENEFIT PLANS
The Corporation has a defined contribution profit sharing 401(k) plan which
is available to all employees after completion of six months of service.
Employees may elect to contribute up to 10% of their compensation. The
Corporation may make discretionary contributions up to the limits established by
IRS regulations. The discretionary match was 35% of participant tax deferred
contributions in 2001, 2000, and 1999. The Corporation made additional
discretionary contributions to the plan of $61,000, $65,000, and $94,000 in
2001, 2000, and 1999, respectively. All discretionary contributions are at the
discretion of the Board of Directors. Total expense associated with the plan was
approximately $188,000, $189,000, and $177,000 in 2001, 2000, and 1999,
respectively.
The Corporation also has a defined contribution money purchase pension plan
which is available to all employees after completion of six months of service
provided that they are employed on the last day of the fiscal year. The
Corporation contributed 4% of the qualified employee compensation for 2001,
2000, and 1999. Expense associated with the plan was approximately $223,000,
$175,000, and $141,000 in 2001, 2000, and 1999, respectively.
The Corporation has a deferred compensation agreement with one of its
officers. Under the terms of the agreement, benefits to be received in the
future vest over each year until the officer reaches retirement age. The
benefits are generally payable beginning with the date of termination of
employment with the Corporation. The agreement requires an annual payment of
$80,600 over 15 years. Related expense for this agreement was approximately
$108,000, $107,000, and $214,000 for the years ended December 31, 2001, 2000,
and 1999, respectively. Included in other liabilities is the vested present
value of future payments of approximately $429,000 and $321,000 at December 31,
2001 and 2000, respectively.
41
The Corporation has a nonqualified deferred directors' fee compensation
plan which permits directors to defer a portion of their compensation. The
benefits are generally payable beginning with the earlier of attaining age 70 or
resignation from the Board of the Corporation. Included in other liabilities is
the estimated present value of future payments of approximately $1,254,000 and
$1,081,000 at December 31, 2001 and 2000, respectively. Expense associated with
this plan was approximately $188,000, $171,000, and $165,000 in 2001, 2000, and
1999, respectively.
NOTE 12 STOCKHOLDERS' EQUITY
The Corporation is subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory -- and possibly additional
discretionary -- actions by regulators that, if undertaken, could have a direct
material effect on the Corporation's financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action,
the Corporation must meet specific capital guidelines that involve quantitative
measures of the Corporation's assets, liabilities, and certain off-balance-sheet
items as calculated under regulatory accounting practices. The Corporation's
capital amounts and classification are also subject to qualitative judgments by
the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Corporation to maintain minimum amounts and ratios (set forth in the
table below) of total and Tier I capital to risk-weighted assets and of Tier I
capital to average assets. Management believes, as of December 31, 2001, that
the Corporation meets all capital adequacy requirements to which it is subject.
As of December 31, 2001, the most recent notification from the regulatory
agencies categorized the Bank as well capitalized under the regulatory framework
for prompt corrective action. To be categorized as well capitalized, the Bank
must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage
ratios as set forth in the table. There are no conditions or events since that
notification that management believes have changed the Bank's category.
42
The Corporation's and Bank's actual and regulatory capital amounts and
ratios are as follows:
<Table>
<Caption>
TO BE WELL
CAPITALIZED UNDER
FOR CAPITAL PROMPT CORRECTIVE
ACTUAL ADEQUACY PURPOSES ACTION PROVISIONS
---------------- ------------------- --------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------ ----- ------ ----- ------ -----
(DOLLARS IN THOUSANDS)
DECEMBER 31, 2001:
Total capital (to risk-weighted
assets):
Consolidated................. $38,238 11.6% >=$26,470 >=8.0% N/A
First National Bank in
Manitowoc................. $37,145 11.3% >=$26,383 >=4.0% >=$32,979 >=10.0%
Tier I capital (to
risk-weighted assets):
Consolidated................. $35,501 10.7% >=$13,235 >=4.0% N/A
First National Bank in
Manitowoc................. $34,408 10.4% >=$13,192 >=4.0% >=$19,787 >=6.0%
Tier I capital (to average
assets):
Consolidated................. $35,501 7.0% >=$20,228 >=4.0% N/A
First National Bank in
Manitowoc................. $34,408 6.8% >=$20,184 >=4.0% >=$25,230 >=5.0%
DECEMBER 31, 2000:
Total capital (to risk-weighted
assets):
Consolidated................. $36,935 11.2% >=$26,402 >=8.0% N/A
First National Bank in
Manitowoc................. $35,709 10.7% >=$26,695 >=8.0% >=$33,368 >=10.0%
Tier I capital (to
risk-weighted assets):....... N/A
Consolidated................. $33,111 10.0% >=$13,201 >=4.0%
First National Bank in
Manitowoc................. $31,885 9.6% >=$13,347 >=4.0% >=$20,021 >=6.0%
Tier I capital (to average
assets):
Consolidated................. $33,111 7.0% >=$18,891 >=4.0% N/A
First National Bank in
Manitowoc................. $31,885 6.8% >=$18,846 >=4.0% >=$23,558 >=5.0%
</Table>
At December 31, 2001, the Bank could have paid approximately $14,298,000 of
additional dividends to the Corporation without prior regulatory approval. The
payment of dividends is restricted by certain statutory and regulatory
limitations and may be further limited because of the need for the Bank to
maintain capital ratios satisfactory to applicable regulatory agencies.
43
NOTE 13 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Comprehensive income is shown in the consolidated statements of
stockholders' equity. The Corporation's accumulated other comprehensive income
(loss) is comprised of the unrealized gain or loss on securities available for
sale. The following shows the activity in accumulated other comprehensive income
(loss):
<Table>
<Caption>
2001 2000 1999
---- ---- ----
(IN THOUSANDS)
Accumulated other comprehensive income (loss) at
beginning................................................. $ 378 $(2,247) $ 1,175
Activity:
Unrealized gain (loss) on securities available for sale... 1,023 4,031 (5,233)
Tax impact................................................ (359) (1,406) 1,811
------ ------- -------
Other comprehensive income (loss)........................... 664 2,625 (3,422)
------ ------- -------
Accumulated other comprehensive income (loss) at end........ $1,042 $ 378 $(2,247)
====== ======= =======
</Table>
NOTE 14 SEGMENT INFORMATION
First Manitowoc Bancorp, Inc., through a branch network of its subsidiary,
First National Bank in Manitowoc, provides a full range of consumer and
commercial financial institution services to individuals and businesses in
Northeastern Wisconsin. These services include demand, time, and savings
deposits; ATM processing; insurance services; and trust services.
While the Corporation's chief decision-makers monitor the revenue streams
of various Corporation products and services, operations are managed and
financial performance is evaluated on a Corporation-wide basis. Accordingly, all
of the Corporation's financial institution operations are considered by
management to be aggregated in one reportable operating segment.
NOTE 15 COMMITMENTS AND CONTINGENCIES
The Corporation is party to financial instruments with off-balance-sheet
risk in the normal course of business to meet the financing needs of its
customers. These financial instruments consist of commitments to extend credit
and standby letters of credit. These instruments involve, to varying degrees,
elements of credit and interest rate risk in excess of the amount recognized in
the consolidated balance sheets. The contract amounts reflect the extent of
involvement the Corporation has in the particular class of financial instrument.
The Corporation's maximum exposure to credit loss for commitments to extend
credit is represented by the contract amount of those instruments.
Off-balance-sheet financial instruments whose contract amounts represent
credit and/or interest rate risk at December 31 are as follows:
<Table>
<Caption>
NOTIONAL AMOUNT
------------------
2001 2000
---- ----
(IN THOUSANDS)
Commitments to extend credit................................ $59,314 $49,592
Credit card arrangements.................................... 5,959 6,878
Standby letters of credit................................... 4,330 2,273
</Table>
Commitments to extend credit and credit card arrangements are agreements to
lend to a customer as long as there is no violation of any condition established
in the contract. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. A portion of the
commitments are expected to be drawn upon, thus representing future cash
requirements. The Corporation evaluates each customer's creditworthiness on a
case-by-case basis. The amount of collateral obtained upon extension of credit
is based on management's credit evaluation of the counterparty. Collateral held
varies but may include accounts receivable; inventory; property, plant, and
equipment; real estate; and stocks and bonds.
44
Standby letters of credit are conditional commitments issued by the
Corporation to guarantee the performance of a customer to a third party. The
credit risk involved in issuing letters of credit is essentially the same as
that involved in extending loan facilities to customers. The Corporation holds
collateral supporting those commitments for which collateral is deemed
necessary. Because these instruments have fixed maturity dates and because many
of them expire without being drawn upon, they do not generally present any
significant liquidity risk to the Corporation.
The Corporation has no investments in nor is a party to transactions
involving derivative instruments, except mortgage-related securities which
represent minimal risk to the Corporation.
NOTE 16 FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value estimates, methods, and assumptions for the Corporation's
financial instruments are summarized below.
Cash and Cash Equivalents -- The carrying values approximate the fair
values for these assets.
Securities Available for Sale -- Fair values are based on quoted market
prices where available. If a quoted market price is not available, fair value is
estimated using quoted market prices for similar securities.
Loans and Loans Held for Sale -- For certain homogeneous categories of
loans, such as fixed-rate residential mortgages, fair value is estimated using
the quoted market prices for securities backed by similar loans, adjusted for
differences in loan characteristics. The fair value of other types of loans is
estimated by discounting the future cash flows using the current rates at which
similar loans would be made to borrowers with similar credit ratings.
The methodology in determining fair value of nonaccrual loans is to average
them into the blended interest rate at 0% interest. This has the effect of
decreasing the carrying amount below the risk-free rate amount and therefore
discounts the estimated fair value.
Impaired loans are measured at the estimated fair value of the expected
future cash flows at the loan's effective interest rate or the fair value of the
collateral for loans which are collateral dependent. Therefore, the carrying
values of impaired loans approximate the estimated fair values for these assets.
Deposits -- The fair value of deposits with no stated maturity, such as
passbooks, negotiable order of withdrawal accounts, and variable rate insured
money market accounts, is the amount payable on demand on the reporting date.
The fair value of fixed-rate, fixed-maturity, certificate accounts is estimated
using discounted cash flows with discount rates at interest rates currently
offered for deposits of similar remaining maturities.
Securities Sold Under Repurchase Agreements -- The fair value of securities
sold under repurchase agreements with variable rates or due on demand is the
amount payable at the reporting date. The fair value of securities sold under
repurchase agreements with fixed terms is estimated using discounted cash flows
with discount rates at interest rates currently offered for securities sold
under repurchase agreements of similar remaining maturities.
Borrowed Funds -- Rates currently available to the Corporation for debt
with similar terms and remaining maturities are used to estimate fair value of
existing debt. The fair value of borrowed funds due on demand is the amount
payable at the reporting date. The fair value of borrowed funds with fixed terms
is estimated using discounted cash flows with discount rates at interest rates
currently offered by lenders for similar remaining maturities.
Off-Balance-Sheet Instruments -- The fair value of commitments is estimated
using the fees currently charged to enter into similar agreements, taking into
account the remaining terms of the agreements, the current interest rates, and
the present creditworthiness of the counterparties. Since this amount is
immaterial, no amounts for fair value are presented.
45
The carrying amount and estimated fair value of financial instruments at
December 31 were as follows:
<Table>
<Caption>
2001 2000
---------------------- ----------------------
CARRYING ESTIMATED CARRYING ESTIMATED
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
-------- ---------- -------- ----------
(IN THOUSANDS)
Financial assets:
Cash and cash equivalents......................... $ 39,896 $ 39,896 $ 26,374 $ 26,374
Securities........................................ 129,387 129,387 116,852 116,852
Loans held for sale............................... 211 211 0 0
Loans -- Net...................................... 324,703 330,234 322,747 325,922
-------- -------- -------- --------
Total financial assets.............................. $494,197 $499,728 $465,973 $469,148
======== ======== ======== ========
Financial liabilities:
Deposits.......................................... $394,092 $397,346 $394,601 $396,353
Securities sold under repurchase agreements....... 33,108 33,198 29,952 29,969
Borrowed funds.................................... 47,179 47,325 23,000 23,079
-------- -------- -------- --------
Total financial liabilities......................... $474,379 $477,869 $447,553 $449,401
======== ======== ======== ========
</Table>
Limitations -- Fair value estimates are made at a specific point in time
based on relevant market information and information about the financial
instrument. These estimates do not reflect any premium or discount that could
result from offering for sale at one time the Corporation's entire holdings of a
particular instrument. Because no market exists for a significant portion of the
Corporation's financial instruments, fair value estimates are based on judgments
regarding future expected loss experience, current economic conditions, risk
characteristics of various financial instruments, and other factors. These
estimates are subjective in nature and involve uncertainties and matters that
could affect the estimates. Fair value estimates are based on existing on- and
off-balance-sheet financial instruments without attempting to estimate the value
of anticipated future business and the value of assets and liabilities that are
not considered financial instruments. Deposits with no stated maturities are
defined as having a fair value equivalent to the amount payable on demand. This
prohibits adjusting fair value derived from retaining those deposits for an
expected future period of time. This component, commonly referred to as a
deposit base intangible, is neither considered in the above amounts nor is it
recorded as an intangible asset on the consolidated balance sheets. Significant
assets and liabilities that are not considered financial assets and liabilities
include premises and equipment. In addition, the tax ramifications related to
the realization of the unrealized gains and losses can have a significant effect
on fair value estimates and have not been considered in the estimates.
46
NOTE 17 CONDENSED PARENT COMPANY ONLY FINANCIAL STATEMENTS
BALANCE SHEETS
<Table>
<Caption>
DECEMBER 31
------------------
2001 2000
---- ----
(IN THOUSANDS)
ASSETS
Cash........................................................ $ 5 $ 2
Repurchase agreements with Bank............................. 6 102
Investment in Bank.......................................... 45,396 40,235
Premises and equipment...................................... 1,089 1,131
------- -------
TOTAL ASSETS................................................ $46,496 $41,470
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Other liabilities......................................... $ 7 $ 9
------- -------
Total liabilities......................................... 7 9
------- -------
Stockholders' equity:
Common stock.............................................. 3,792 3,792
Retained earnings......................................... 42,355 37,991
Accumulated other comprehensive income.................... 1,042 378
Treasury stock, at cost................................... (700) (700)
------- -------
Total stockholders' equity................................ 46,489 41,461
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................. $46,496 $41,470
======= =======
</Table>
STATEMENTS OF INCOME
<Table>
<Caption>
YEARS ENDED DECEMBER 31
--------------------------
2001 2000 1999
---- ---- ----
(IN THOUSANDS)
Dividends received from Bank................................ $ 900 $ 720 $ 720
Rental income received from Bank............................ 146 129 99
Interest and other income................................... 5 15 20
Equity in earnings of subsidiaries.......................... 4,497 4,571 4,200
------ ------ ------
Total income...................................... 5,548 5,435 5,039
------ ------ ------
Other operating expenses.................................... 137 128 105
------ ------ ------
Income before provision for income taxes.................... 5,411 5,307 4,934
Provision for income taxes.................................. 6 6 6
------ ------ ------
Net income.................................................. $5,405 $5,301 $4,928
====== ====== ======
</Table>
47
STATEMENTS OF CASH FLOWS
<Table>
<Caption>
YEARS ENDED DECEMBER 31
-----------------------------
2001 2000 1999
---- ---- ----
(IN THOUSANDS)
Cash flows from operating activities:
Net income................................................ $ 5,405 $ 5,301 $ 4,928
------- ------- -------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation........................................... 42 41 41
Equity in earnings of subsidiary....................... (4,497) (4,571) (4,200)
Change in other operating liabilities.................. (2) 6 1
------- ------- -------
Total adjustments................................. (4,457) (4,524) (4,158)
------- ------- -------
Net cash provided by operating activities................... 948 777 770
------- ------- -------
Cash flows from investing activities:
Net purchases of premises and equipment................... -- -- (48)
Decrease in repurchase agreements......................... 96 184 180
------- ------- -------
Net cash provided by investing activities................. 96 184 132
------- ------- -------
Cash flows from financing activities:
Cash dividends paid....................................... (1,041) (971) (885)
Other..................................................... -- -- (7)
------- ------- -------
Net cash used in financing activities....................... (1,041) (971) (892)
------- ------- -------
Net increase (decrease) in cash............................. 3 (10) 10
Cash at beginning........................................... 2 12 2
------- ------- -------
Cash at end................................................. $ 5 $ 2 $ 12
======= ======= =======
</Table>
ITEM 9
CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
A change in the Corporation's independent public accountants occurred
during 2000 as has been previously reported on Form 8-K dated August 22, 2000.
PART III
ITEM 10
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information in the Corporation's definitive Proxy Statement, prepared
for the 2002 Annual Meeting of Shareholders, which contains information
concerning directors of the Corporation, under the caption "Election of
Directors," and the information concerning executive officers of the registrant,
under the caption "Executive Officers Who Are Not Directors," is incorporated
herein by reference.
ITEM 11
EXECUTIVE COMPENSATION
The information in the Corporation's definitive Proxy Statement, prepared
for the 2002 Annual Meeting of Shareholders, which contains information
concerning this item, under the caption "Compensation of Executive Officers and
Directors," is incorporated herein by reference.
48
ITEM 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information in the Corporation's definitive Proxy Statement, prepared
for the 2002 Annual Meeting of Shareholders, which contains information
concerning this item, under the caption "Beneficial Ownership of Common Stock by
Certain Beneficial Owners and Management," is incorporated herein by reference.
ITEM 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See Note 3 in the Consolidated Financial Statements.
49
PART IV
ITEM 14
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) and (2) Financial Statements and Financial Statement Schedules
The following financial statements and financial statement schedules are
included under a separate caption "Financial Statements and Supplementary Data"
in Part II, Item 8 hereof and are incorporated herein by reference.
Independent Auditors' Reports
Consolidated Balance Sheets -- December 31, 2001 and 2000
Consolidated Statements of Income -- For the Years Ended December 31, 2001,
2000, and 1999
Consolidated Statements of Stockholders' Equity -- For the Years Ended
December 31, 2001, 2000, and 1999
Consolidated Statements of Cash Flows -- For the Years Ended December 31,
2001, 2000, and 1999
Notes to Consolidated Financial Statements
(a)(3) Exhibits
<Table>
<Caption>
SEQUENTIAL PAGE NUMBER OR INCORPORATE BY
EXHIBIT NUMBER REFERENCE TO
-------------- ----------------------------------------
(3)(1) Articles of Incorporation Filed as Exhibit (3)(1) to Report on
Form 10 filed May 5, 1999.
(3)(2) Bylaws Filed as Exhibit (3)(2) to Report on
Form 10 filed May 5, 1999.
(11) Statement Re Computation of Per Share Earnings See Note 1 in Part II Item 8
(21) Subsidiaries of the Corporation Filed herewith
(23) Consent of Independent Auditors Filed herewith
(23)(a) Consent of Independent Auditors Filed herewith
</Table>
(b) Reports on Form 8-K
None
50
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
FIRST MANITOWOC BANCORP, INC.
Date: March 15, 2002 By: /s/ THOMAS J. BARE
------------------------------------
Thomas J. Bare
President and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<Table>
/s/ THOMAS J. BARE /s/ ROBERT S. WEINERT
- ----------------------------------------------------- -----------------------------------------------------
Thomas J. Bare, President and Treasurer Robert S. Weinert, Chairman
Date: March 15, 2002 Date: March 15, 2002
/s/ JOHN J. ZIMMER /s/ JOHN M. JAGEMANN
- ----------------------------------------------------- -----------------------------------------------------
John J. Zimmer, Vice President John M. Jagemann, Director
Date: March 15, 2002 Date: March 15, 2002
/s/ JOHN C. MILLER /s/ JOHN E. NORDSTROM
- ----------------------------------------------------- -----------------------------------------------------
John C. Miller, Director John E. Nordstrom, Director
Date: March 15, 2002 Date: March 15, 2002
/s/ CRAIG A. PAULY /s/ KATHERINE M. REYNOLDS
- ----------------------------------------------------- -----------------------------------------------------
Craig A. Pauly, Director Katherine M. Reynolds, Director
Date: March 15, 2002 Date: March 15, 2002
/s/ JOHN M. WEBSTER
- -----------------------------------------------------
John M. Webster, Director
Date: March 15, 2002
</Table>
51