SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2005
Commission file number 0-7818
INDEPENDENT BANK CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Michigan 38-2032782
- --------------------------------------- -------------------------------------
(State or jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
230 West Main Street, P.O. Box 491, Ionia, Michigan 48846
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(616) 527-9450 (Registrant's
----------------------------
telephone number, including area code)
NONE
- --------------------------------------------------------------------------------
Former name, address and fiscal year, if changed since last report.
Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Sections 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 whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common stock, par value $1 21,183,185
- ---------------------------------- ---------------------------------------
Class Outstanding at August 5, 2005
INDEPENDENT BANK CORPORATION AND SUBSIDIARIES
INDEX
Number(s)
---------
PART I - Financial Information
Item 1. Consolidated Statements of Financial Condition
June 30, 2005 and December 31, 2004 2
Consolidated Statements of Operations
Three- and Six-month periods ended June 30, 2005 and 2004 3
Consolidated Statements of Cash Flows
Six-month periods ended June 30, 2005 and 2004 4
Consolidated Statements of Shareholders' Equity
Six-month periods ended June 30, 2005 and 2004 5
Notes to Interim Consolidated Financial Statements 6-18
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 19-39
Item 3. Quantitative and Qualitative Disclosures about Market Risk 40
Item 4. Controls and Procedures 40
PART II - Other Information
Item 2. Unregistered sales of equity securities and use of proceeds 41
Item 4. Submission of Matters to a Vote of Security Holders 41
Item 6. Exhibits 42
Any statements in this document that are not historical facts are
forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995. Words such as "expect," "believe," "intend," "estimate,"
"project," "may" and similar expressions are intended to identify
forward-looking statements. These forward-looking statements are predicated on
management's beliefs and assumptions based on information known to Independent
Bank Corporation's management as of the date of this document and do not purport
to speak as of any other date. Forward-looking statements may include
descriptions of plans and objectives of Independent Bank Corporation's
management for future or past operations, products or services, and forecasts of
our revenue, earnings or other measures of economic performance, including
statements of profitability, business segments and subsidiaries, and estimates
of credit quality trends. Such statements reflect the view of Independent Bank
Corporation's management as of this date with respect to future events and are
not guarantees of future performance; involve assumptions and are subject to
substantial risks and uncertainties, such as the changes in Independent Bank
Corporation's plans, objectives, expectations and intentions. Should one or more
of these risks materialize or should underlying beliefs or assumptions prove
incorrect, our actual results could differ materially from those discussed.
Factors that could cause or contribute to such differences are changes in
interest rates, changes in the accounting treatment of any particular item, the
results of regulatory examinations, changes in industries where we have a
concentration of loans, changes in the level of fee income, changes in general
economic conditions and related credit and market conditions, and the impact of
regulatory responses to any of the foregoing. Forward-looking statements speak
only as of the date they are made. Independent Bank Corporation does not
undertake to update forward-looking statements to reflect facts, circumstances,
assumptions or events that occur after the date the forward-looking statements
are made. For any forward-looking statements made in this document, Independent
Bank Corporation claims the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
Part I
Item 1.
INDEPENDENT BANK CORPORATION AND SUBSIDIARIES
Consolidated Statements of Financial Condition
June 30, December 31,
2005 2004
------------- ------------
(unaudited)
-----------------------------
(in thousands)
Assets
Cash and due from banks $ 74,950 $ 72,815
Securities available for sale 530,182 550,908
Federal Home Loan Bank stock, at cost 17,322 17,322
Loans held for sale 40,856 38,756
Loans
Commercial 964,410 931,251
Real estate mortgage 813,640 773,609
Installment 275,274 266,042
Finance receivables 346,371 254,388
------------- ------------
Total Loans 2,399,695 2,225,290
Allowance for loan losses (25,720) (24,737)
------------- ------------
Net Loans 2,373,975 2,200,553
Property and equipment, net 59,150 56,569
Bank owned life insurance 38,676 38,337
Goodwill 53,835 53,354
Other intangibles 12,116 13,503
Accrued income and other assets 52,086 51,910
------------- ------------
Total Assets $ 3,253,148 $ 3,094,027
============= ============
Liabilities and Shareholders' Equity
Deposits
Non-interest bearing $ 294,613 $ 287,672
Savings and NOW 849,898 849,110
Time 1,209,462 1,040,165
------------- ------------
Total Deposits 2,353,973 2,176,947
Federal funds purchased 143,815 117,552
Other borrowings 355,054 405,386
Subordinated debentures 64,197 64,197
Financed premiums payable 38,847 48,160
Accrued expenses and other liabilities 53,184 51,493
------------- ------------
Total Liabilities 3,009,070 2,863,735
------------- ------------
Shareholders' Equity
Preferred stock, no par value -- 200,000 shares authorized; none
outstanding
Common stock, $1.00 par value -- 30,000,000 shares authorized;
issued and outstanding: 21,180,292 shares at June 30, 2005
and 21,194,651 shares at December 31, 2004 21,180 21,195
Capital surplus 157,444 158,797
Retained earnings 57,148 41,795
Accumulated other comprehensive income 8,306 8,505
------------- ------------
Total Shareholders' Equity 244,078 230,292
------------- ------------
Total Liabilities and Shareholders' Equity $ 3,253,148 $ 3,094,027
============= ============
See notes to interim consolidated financial statements
2
INDEPENDENT BANK CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
Three Months Ended Six Months Ended
June 30, June 30,
2005 2004 2005 2004
----------- ------------ ------------ -----------
(unaudited) (unaudited)
------------------------- -------------------------
(in thousands, except per share amounts)
Interest Income
Interest and fees on loans $ 43,985 $ 32,321 $ 85,170 $ 62,447
Securities available for sale
Taxable 3,561 2,997 7,253 6,091
Tax-exempt 2,736 2,246 5,304 4,475
Other investments 123 168 335 334
----------- ------------ ------------ -----------
Total Interest Income 50,405 37,732 98,062 73,347
----------- ------------ ------------ -----------
Interest Expense
Deposits 10,664 6,018 19,838 12,220
Other borrowings 5,307 3,966 10,269 8,004
----------- ------------ ------------ -----------
Total Interest Expense 15,971 9,984 30,107 20,224
----------- ------------ ------------ -----------
Net Interest Income 34,434 27,748 67,955 53,123
Provision for loan losses 2,528 709 4,134 1,510
----------- ------------ ------------ -----------
Net Interest Income After Provision for Loan Losses 31,906 27,039 63,821 51,613
----------- ------------ ------------ -----------
Non-interest Income
Service charges on deposit accounts 4,958 4,258 9,000 7,899
Net gains on asset sales
Real estate mortgage loans 1,307 2,163 2,695 3,222
Securities 1,283 2 1,251 495
Title insurance fees 468 539 965 1,083
Manufactured home loan origination fees 337 320 611 609
VISA check card interchange income 685 492 1,307 908
Real estate mortgage loan servicing 174 1,765 1,238 1,081
Other income 1,958 1,729 3,828 3,408
----------- ------------ ------------ -----------
Total Non-interest Income 11,170 11,268 20,895 18,705
----------- ------------ ------------ -----------
Non-interest Expense
Compensation and employee benefits 13,177 11,854 26,656 22,953
Occupancy, net 2,103 1,814 4,341 3,637
Furniture and fixtures 1,715 1,475 3,513 2,865
Other expenses 9,011 11,084 17,522 17,430
----------- ------------ ------------ -----------
Total Non-interest Expense 26,006 26,227 52,032 46,885
----------- ------------ ------------ -----------
Income Before Income Tax 17,070 12,080 32,684 23,433
Income tax expense 4,944 3,097 9,257 6,007
----------- ------------ ------------ -----------
Net Income $ 12,126 $ 8,983 $ 23,427 $ 17,426
=========== ============ ============ ===========
Net Income Per Share
Basic $ .57 $ .45 $ 1.10 $ .88
Diluted .56 .44 1.08 .86
Dividends Per Common Share
Declared $ .19 .16 .38 .32
Paid .19 .16 .35 .32
See notes to interim consolidated financial statements
3
INDEPENDENT BANK CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Six months ended
June 30,
2005 2004
------------- ------------
(unaudited)
----------------------------
(in thousands)
Net Income $ 23,427 $ 17,426
------------- ------------
Adjustments to Reconcile Net Income
to Net Cash from Operating Activities
Proceeds from sales of loans held for sale 186,568 209,852
Disbursements for loans held for sale (185,973) (210,657)
Provision for loan losses 4,134 1,510
Depreciation and amortization of premiums and accretion of
discounts on securities and loans (6,010) (343)
Net gains on sales of real estate mortgage loans (2,695) (3,222)
Net gains on securities (1,251) (495)
Write-off of uncompleted software 977
Deferred loan fees (490) (400)
Increase in accrued income and other assets (1,049) (2,665)
Increase in accrued expenses and other liabilities 2,680 8,985
Increase (decrease) in financed premiums payable (9,313) 10,701
------------- ------------
(13,399) 14,243
------------- ------------
Net Cash from Operating Activities 10,028 31,669
------------- ------------
Cash Flow used in Investing Activities
Proceeds from the sale of securities available for sale 35,970 15,077
Proceeds from the maturity of securities available for sale 5,104 5,357
Principal payments received on securities available for sale 29,267 25,428
Purchases of securities available for sale (48,741) (59,187)
Principal payments on portfolio loans purchased 998 2,687
Portfolio loans originated, net of principal payments (167,227) (124,890)
Acquisition of business, less cash received (8,600)
Capital expenditures (6,045) (6,509)
------------- ------------
Net Cash used in Investing Activities (150,674) (150,637)
------------- ------------
Cash Flow from Financing Activities
Net increase in total deposits 177,026 65,162
Net increase in short-term borrowings 20,010 51,503
Proceeds from Federal Home Loan Bank advances 310,750 256,100
Payments of Federal Home Loan Bank advances (355,829) (229,515)
Retirement of long term debt 1,000
Dividends paid (7,241) (5,901)
Proceeds from issuance of common stock 1,138 2,662
Repurchase of common stock (4,073) (2,002)
------------- ------------
Net Cash from Financing Activities 142,781 138,009
------------- ------------
Net Increase in Cash and Cash Equivalents 2,135 19,041
Cash and Cash Equivalents at Beginning of Period 72,815 61,741
------------- ------------
Cash and Cash Equivalents at End of Period $ 74,950 $ 80,782
============= ============
Cash paid during the period for
Interest $ 27,786 $ 20,207
Income taxes 8,124 1,203
Transfer of loans to other real estate 2,071 1,674
See notes to interim consolidated financial statements
4
INDEPENDENT BANK CORPORATION AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
Six months ended
June 30,
2005 2004
---------- ----------
(unaudited)
-----------------------
(in thousands)
Balance at beginning of period $ 230,292 $ 162,216
Net income 23,427 17,426
Cash dividends declared (8,074) (6,473)
Issuance of common stock 2,705 32,146
Repurchase of common stock (4,073) (2,002)
Net change in accumulated other comprehensive
income, net of related tax effect (note 4) (199) (3,079)
---------- ----------
Balance at end of period $ 244,078 $ 200,234
========== ==========
See notes to interim consolidated financial statements.
5
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. In our opinion, the accompanying unaudited consolidated financial statements
contain all the adjustments necessary to present fairly our consolidated
financial condition as of June 30, 2005 and December 31, 2004, and the results
of operations for the three and six-month periods ended June 30, 2005 and 2004.
Certain reclassifications have been made in the prior year financial statements
to conform to the current year presentation. Our critical accounting policies
include the assessment for other than temporary impairment on investment
securities, the determination of the allowance for loan losses, the valuation of
derivative financial instruments, the valuation of originated mortgage servicing
rights, the valuation of deferred tax assets and the valuation of goodwill.
Refer to our 2004 Annual Report on Form 10-K for a disclosure of our accounting
policies.
2. Our assessment of the allowance for loan losses is based on an evaluation of
the loan portfolio, recent loss experience, current economic conditions and
other pertinent factors. Loans on non-accrual status, past due more than 90
days, or restructured amounted to $27.5 million at June 30, 2005, and $15.1
million at December 31, 2004. (See Management's Discussion and Analysis of
Financial Condition and Results of Operations).
3. The provision for income taxes represents federal and state income tax
expense calculated using annualized rates on taxable income generated during the
respective periods.
4. Comprehensive income for the three- and six-month periods ended June 30
follows:
Three months ended Six months ended
June 30, June 30,
2005 2004 2005 2004
-------- -------- -------- --------
(in thousands)
Net income $ 12,126 $ 8,983 $ 23,427 $ 17,426
Net change in unrealized gain on
securities available for sale,
net of related tax effect 909 (9,911) (335) (5,990)
Net change in unrealized gain
(loss) on derivative instruments,
net of related tax effect (1,474) 3,414 136 2,911
-------- -------- -------- --------
Comprehensive income $ 11,561 $ 2,486 $ 23,228 $ 14,347
======== ======== ======== ========
The net change in unrealized gain on securities available for sale reflect net
gains and losses reclassified into earnings as follows:
Three months ended Six months ended
June 30, June 30,
2005 2004 2005 2004
-------- -------- -------- --------
(in thousands)
Gain reclassified into earnings $ 1,283 $ 2 $ 1,251 $ 495
Federal income tax expense as a
result of the reclassification of
these amounts from comprehensive
income 449 438 173
5. Our reportable segments are based upon legal entities. We have five
reportable segments: Independent Bank ("IB"), Independent Bank West Michigan
("IBWM"), Independent Bank South Michigan ("IBSM"), Independent Bank East
Michigan ("IBEM") and Mepco Insurance Premium Financing, Inc. ("Mepco"). We
evaluate performance based principally on net income of the respective
reportable segments.
6
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
A summary of selected financial information for our reportable segments as of or
for the three-month and six-month periods ended June 30, follows:
As of or for the three months ended June 30,
IB IBWM IBSM IBEM Mepco Other(1) Elimination Total
---------- -------- --------- -------- -------- -------- ----------- ----------
(in thousands)
2005
Total assets $1,015,442 $705,836 $ 467,884 $689,545 $374,942 $331,466 $ 331,967 $3,253,148
Interest income 15,628 9,871 6,473 9,879 8,600 8 54 50,405
Net interest income 10,812 7,408 4,255 7,281 6,107 (1,415) 14 34,434
Provision for loan
losses 1,076 745 218 302 187 2,528
Income (loss) before
income tax 9,398 3,874 2,534 2,849 3,684 (319) 4,950 17,070
Net income (loss) 6,694 2,717 1,920 2,128 2,244 (268) 3,309 12,126
2004
Total assets $1,036,799 $476,847 $ 386,109 $661,253 $220,265 $278,605 $ 281,219 $2,778,659
Interest income 14,797 7,017 4,939 6,089 4,873 21 4 37,732
Net interest income 10,690 5,766 3,456 4,718 4,210 (1,092) 27,748
Provision for loan
losses 359 64 142 160 (16) 709
Income (loss) before
income tax 6,843 4,586 2,182 1,594 (1,642) (1,324) 159 12,080
Net income (loss) 4,982 3,201 1,600 1,282 (1,033) (890) 159 8,983
As of or for the six months ended June 30,
IB IBWM IBSM IBEM Mepco Other(1) Elimination Total
---------- -------- --------- -------- -------- -------- ----------- ----------
(in thousands)
2005
Total assets $1,015,442 $705,836 $ 467,884 $689,545 $374,942 $331,466 $ 331,967 $3,253,148
Interest income 32,751 17,429 12,310 19,256 16,371 13 68 98,062
Net interest income 23,078 13,135 8,195 14,389 11,998 (2,826) 14 67,955
Provision for loan
losses 714 839 1,498 620 463 4,134
Income (loss) before
income tax 16,798 7,396 3,605 5,477 7,123 (2,613) 5,102 32,684
Net income (loss) 12,050 5,227 2,871 4,108 4,291 (1,659) 3,461 23,427
2004
Total assets $1,036,799 $476,847 $ 386,109 $661,253 $220,265 $278,605 $ 281,219 $2,778,659
Interest income 29,604 13,827 9,778 10,950 9,172 25 9 73,347
Net interest income 21,023 11,035 6,835 8,364 8,028 (2,162) 53,123
Provision for loan
losses 712 212 246 200 140 1,510
Income (loss) before
income tax 11,633 7,670 3,990 3,043 48 (2,597) 354 23,433
Net income (loss) 8,654 5,434 2,957 2,461 (1) (1,725) 354 17,426
(1) Includes items relating to the Registrant and certain insignificant
operations.
7
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
6. Basic income per share is based on weighted average common shares outstanding
during the period. Diluted income per share includes the dilutive effect of
additional potential common shares to be issued upon the exercise of stock
options and stock units for a deferred compensation plan for non-employee
directors.
A reconciliation of basic and diluted earnings per share for the three-month and
the six-month periods ended June 30 follows:
Three months Six months
ended ended
June 30, June 30,
2005 2004 2005 2004
-------- -------- -------- --------
(in thousands, except per share amounts)
Net income $ 12,126 $ 8,983 $ 23,427 $ 17,426
======== ======== ======== ========
Weighted-average shares outstanding 21,201 20,029 21,215 19,797
Effect of stock options 343 359 370 397
Stock units for deferred compensation plan
for non- employee directors 45 44 46 45
-------- -------- -------- --------
Weighted-average shares outstanding
for calculation of diluted earnings
per share 21,589 20,432 21,631 20,239
======== ======== ======== ========
Net income per share
Basic $ .57 $ .45 $ 1.10 $ .88
Diluted .56 .44 1.08 .86
Weighted average stock options outstanding that were anti-dilutive totaled 0.2
million and 0.3 million for the three-months ended June 30, 2005 and 2004,
respectively. During the six-month periods ended June 30, 2005 and 2004,
weighted-average anti-dilutive stock options totaled 0.1 million and 0.2 million
respectively.
On July 19, 2005 the board of directors declared a 5% common stock dividend
payable September 30, 2005 to shareholders of record on September 6, 2005. Per
share data has not been restated for this dividend.
7. Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities," ("SFAS #133") which was
subsequently amended by SFAS #138, requires companies to record derivatives on
the balance sheet as assets and liabilities measured at their fair value. The
accounting for increases and decreases in the value of derivatives depends upon
the use of derivatives and whether the derivatives qualify for hedge accounting.
8
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Our derivative financial instruments according to the type of hedge in which
they are designated under SFAS #133 follows:
June 30, 2005
Average
Notional Maturity Fair
Amount (years) Value
-------- -------- ------
(dollars in thousands)
Fair Value Hedge - pay variable interest-rate swap
agreements $275,659 3.7 $ (213)
======== === ======
Cash Flow Hedge - pay fixed interest-rate
swap agreements $340,500 1.6 $1,549
======== === ======
No hedge designation
Pay fixed interest-rate swap
agreements $ 10,000 0.5 $ 69
Pay variable interest-rate swap
agreements 65,000 0.4 (127)
Rate-lock real estate mortgage loan
commitments 24,392 0.1 157
Mandatory commitments to sell real estate
mortgage loans 64,801 0.1 (118)
-------- --- ------
Total $164,193 0.2 $ (19)
======== === ======
We have established management objectives and strategies that include
interest-rate risk parameters for maximum fluctuations in net interest income
and market value of portfolio equity. We monitor our interest rate risk position
via simulation modeling reports (See "Asset/liability management"). The goal of
our asset/liability management efforts is to maintain profitable financial
leverage within established risk parameters.
We use variable rate and short-term fixed-rate (less than 12 months) debt
obligations to fund a portion of our balance sheet, which exposes us to
variability in interest rates. To meet our objectives, we may periodically enter
into derivative financial instruments to mitigate exposure to fluctuations in
cash flows resulting from changes in interest rates ("Cash Flow Hedges"). Cash
Flow Hedges currently include certain pay-fixed interest-rate swaps.
Pay-fixed interest-rate swaps convert the variable-rate cash flows on debt
obligations to fixed-rates. Under interest-rate collars, we will receive cash if
interest rates rise above a predetermined level while we will make cash payments
if interest rates fall below a predetermined level. As a result, we effectively
have variable rate debt with an established maximum and minimum rate.
We record the fair value of Cash Flow Hedges in accrued income and other assets
and accrued expenses and other liabilities. On an ongoing basis, we adjust our
balance sheet to reflect the then current fair value of Cash Flow Hedges. The
related gains or losses are reported in other comprehensive income and are
subsequently reclassified into earnings, as a yield adjustment in the same
period in which the related interest on the hedged items (primarily
variable-rate debt obligations) affect earnings. It is anticipated that
approximately $0.9 million, net of tax, of unrealized gains on Cash Flow Hedges
at June 30, 2005 will be reclassified to earnings over the next twelve months.
To the extent that the Cash Flow Hedges are not effective, the ineffective
portion of the Cash Flow Hedges are immediately recognized as interest expense.
The maximum term of any Cash Flow Hedge at June 30, 2005 is 6.9 years.
We also use long-term, fixed-rate brokered CDs to fund a portion of our balance
sheet. These instruments expose us to variability in fair value due to changes
in interest rates. To meet our objectives, we may enter into derivative
financial instruments to mitigate exposure to fluctuations in fair values of
such fixed-rate debt instruments ("Fair Value Hedges"). Fair Value Hedges
currently include pay-variable interest rate swaps.
9
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Also, we record Fair Value Hedges at fair value in accrued income and other
assets and accrued expenses and other liabilities. The hedged items (primarily
fixed-rate debt obligations) are also recorded at fair value through the
statement of operations, which offsets the adjustment to Fair Value Hedges. On
an ongoing basis, we will adjust our balance sheet to reflect the then current
fair value of both the Fair Value Hedges and the respective hedged items. To the
extent that the change in value of the Fair Value Hedges do not offset the
change in the value of the hedged items, the ineffective portion is immediately
recognized as interest expense.
Certain derivative financial instruments are not designated as hedges. The fair
value of these derivative financial instruments have been recorded on our
balance sheet and are adjusted on an ongoing basis to reflect their then current
fair value. The changes in the fair value of derivative financial instruments
not designated as hedges, are recognized currently as interest expense.
In the ordinary course of business, we enter into rate-lock real estate mortgage
loan commitments with customers ("Rate Lock Commitments"). These commitments
expose us to interest rate risk. We also enter into mandatory commitments to
sell real estate mortgage loans ("Mandatory Commitments") to hedge price
fluctuations of mortgage loans held for sale and Rate Lock Commitments.
Mandatory Commitments help protect our loan sale profit margin from fluctuations
in interest rates. The changes in the fair value of Rate Lock Commitments and
Mandatory Commitments are recognized currently as part of gains on the sale of
real estate mortgage loans. We utilize an outside third party to assist us in
our valuation of Mandatory Commitments and Rate Lock Commitments. Interest
expense and net gains on the sale of real estate mortgage loans, as well as net
income may be more volatile as a result of derivative instruments, which are not
designated as hedges.
10
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The impact of SFAS #133 on net income and other comprehensive income for the
three-month and six-month periods ended June 30, 2005 and 2004 is as follows:
Income (Expense)
------------------------------------------
Other
Comprehensive
Net Income Income Total
---------- ------------- -------
(in thousands)
Change in fair value during the three-
month period ended June 30, 2005
Interest-rate swap agreements
not designated as hedges $ (18) $ (18)
Rate Lock Commitments (281) (281)
Mandatory Commitments (294) (294)
Ineffectiveness of cash flow hedges 12 12
Cash flow hedges $ (2,299) (2,299)
Reclassification adjustment 32 32
---------- ------------- -------
Total (581) (2,267) (2,848)
Income tax (203) (793) (996)
---------- ------------- -------
Net $ (378) $ (1,474) $(1,852)
========== ============= =======
Income (Expense)
------------------------------------------
Other
Comprehensive
Net Income Income Total
---------- ------------- -------
(in thousands)
Change in fair value during the six-
month period ended June 30, 2005
Interest-rate swap agreements
not designated as hedges $ (76) $ (76)
Rate Lock Commitments 65 65
Mandatory Commitments (58) (58)
Ineffectiveness of cash flow hedges 6 6
Cash flow hedges $ 477 477
Reclassification adjustment (267) (267)
---------- ------------- -------
Total (63) 210 147
Income tax (22) 74 52
---------- ------------- -------
Net $ (41) $ 136 $ 95
========== ============= =======
11
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Income (Expense)
------------------------------------------
Other
Comprehensive
Net Income Income Total
---------- ------------- -------
(in thousands)
Change in fair value during the three-
month period ended June 30, 2004
Interest-rate swap agreements
not designated as hedges $ 134 $ 134
Rate Lock Commitments 126 126
Mandatory Commitments (438) (438)
Ineffectiveness of cash flow hedges (13) (13)
Cash flow hedges $ 3,909 3,909
Reclassification adjustment 1,342 1,342
---------- ------------- -------
Total (191) 5,251 5,060
Income tax (66) 1,837 1,771
---------- ------------- -------
Net $ (125) $ 3,414 $ 3,289
========== ============= =======
Income (Expense)
------------------------------------------
Other
Comprehensive
Net Income Income Total
---------- ------------- -------
(in thousands)
Change in fair value during the six-
month period ended June 30, 2004
Interest-rate swap agreements
not designated as hedges $ 86 $ 86
Rate Lock Commitments 178 178
Mandatory Commitments (275) (275)
Ineffectiveness of cash flow hedges 2 2
Cash flow hedges $ 1,746 1,746
Reclassification adjustment 2,732 2,732
---------- ------------- -------
Total (9) 4,478 4,469
Income tax (3) 1,567 1,564
---------- ------------- -------
Net $ (6) $ 2,911 $ 2,905
========== ============= =======
12
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
8. Statement of Financial Accounting Standards No. 141, "Business Combinations,"
("SFAS #141") and Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets," ("SFAS #142") effects how organizations account
for business combinations and for the goodwill and intangible assets that arise
from those combinations or are acquired otherwise.
Intangible assets, net of amortization, were comprised of the following at June
30, 2005 and December 31, 2004:
June 30, 2005 December 31, 2004
------------------------ ------------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
-------- ------------ -------- ------------
(dollars in thousands)
Amortized intangible assets
Core deposit $ 20,545 $ 10,697 $ 20,545 $ 9,685
Customer relationship 2,604 1,477 2,604 1,254
Covenants not to compete 1,520 379 1,520 227
-------- ------------ -------- ------------
Total $ 24,669 $ 12,553 $ 24,669 $ 11,166
======== ============ ======== ============
Unamortized intangible assets -
Goodwill $ 53,835 $ 53,354
======== ============
Based on our review of goodwill recorded on the Statement of Financial
Condition, no impairment existed as of June 30, 2005.
Amortization of intangibles, has been estimated through 2010 and thereafter in
the following table, and does not take into consideration any potential future
acquisitions or branch purchases.
(dollars in thousands)
----------------------
Six months ended December 31, 2005 $ 1,387
Year ending December 31:
2006 2,572
2007 2,382
2008 2,061
2009 966
2010 and thereafter 2,748
------------
Total $ 12,116
============
13
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Changes in the carrying amount of goodwill and amortizing intangibles by
reporting segment for the six months ended June 30, 2005 were as follows:
IB IBWM IBSM IBEM Mepco Other(1) Total
-------- -------- ------- -------- ---------- -------- -------
(dollars in thousands)
Goodwill
Balance, December 31, 2004 $ 9,702 $ 32 $ 23,205 $ 20,035 $ 380 $53,354
Goodwill adjustment during period (142)(2) 660(4) (37)(3) 481
-------- -------- ------- -------- ---------- -------- -------
Balance, June 30, 2005 $ 9,560 $ 32 $ 23,205 $ 20,695 $ 343 $53,835
======== ======== ======= ======== ========== ======== =======
Core Deposit Intangible, net
Balance, December 31, 2004 $ 2,540 $ 69 $ 467 $ 7,727 $ 57 $10,860
Amortization (237) (10) (72) (685) (8) (1,012)
-------- -------- ------- -------- ---------- -------- -------
Balance, June 30, 2005 $ 2,303 $ 59 $ 395 $ 7,042 $ 49 $ 9,848
======== ======== ======= ======== ========== ======== =======
Customer Relationship Intangible,
net
Balance, December 31, 2004 $ 1,350 $ 1,350
Amortization (223) (223)
-------- -------- ------- -------- ---------- -------- -------
Balance, June 30, 2005 $ 1,127 $ 1,127
======== ======== ======= ======== ========== ======== =======
Covenants not to compete, net
Balance, December 31, 2004 $ 1,148 $ 145 $ 1,293
Amortization (130) (22) (152)
-------- -------- ------- -------- ---------- -------- -------
Balance, June 30, 2005 $ 1,018 $ 123 $ 1,141
======== ======== ======= ======== ========== ======== =======
(1) Includes items relating to the Registrant and certain insignificant
operations.
(2) Goodwill associated with the acquisition of North. See footnote #10.
(3) Goodwill associated with the acquisition of Midwest. See footnote #10.
(4) Goodwill associated with contingent consideration accrued pursuant to an
earnout.
14
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
9. We maintain stock option plans for our non-employee directors as well as
certain of our officers and those of our Banks and their subsidiaries. Options
that were granted under these plans were granted with vesting periods of up to
one year, at a price equal to the fair market value of the common stock on the
date of grant, and expire not more than ten years after the date of grant.
The per share weighted-average fair value of stock options was obtained using
the Black-Scholes options pricing model. The following table summarizes the
assumptions used and values obtained:
Three months ended Six months ended
June 30, June 30,
2005 2004 2005 2004
------ ------ ------ ------
Expected dividend yield 2.75% 2.46% 2.57% 2.37%
Risk-free interest rate 4.24 4.41 4.20 4.26
Expected life (in years) 9.76 9.75 9.73 9.65
Expected volatility 32.06% 32.23% 32.02% 32.54%
Per share weighted-average fair value $ 9.76 $10.10 $ 9.73 $10.57
The following table summarizes the impact on our net income had compensation
cost included the fair value of options at the grant date:
Three months ended Six months ended
June 30, June 30,
------- ------- ------- -------
2005 2004 2005 2004
(in thousands except per share amounts)
Net income - as reported $12,126 $ 8,983 $23,427 $17,426
Stock based compensation expense determined
under fair value based method, net of
related tax effect (964) (624) (1,626) (1,128)
------- ------- ------- -------
Pro-forma net income $11,162 $ 8,359 $21,801 $16,298
======= ======= ======= =======
Income per share
Basic
As reported $ .57 $ .45 $ 1.10 $ .88
Pro-forma .53 .42 1.03 .82
Diluted
As reported $ .56 $ .44 $ 1.08 $ .86
Pro-forma .52 .41 1.01 .81
10. On May 31, 2004, we completed our acquisition of Midwest Guaranty Bancorp,
Inc. ("Midwest") with the purpose of expanding our presence in southeastern
Michigan. Midwest was a closely held bank holding company primarily doing
business as a commercial bank. As a result of the closing of this transaction,
we issued 997,700 shares of common stock and paid $16.6 million in cash to the
Midwest shareholders. Our results include Midwest's operations subsequent to May
31, 2004. At the time of acquisition, Midwest had total assets of $238.0
million, total loans of $205.0 million, total deposits of $198.9 million and
total stockholders' equity of $18.7 million. We recorded purchase accounting
adjustments related to the Midwest acquisition including recording goodwill of
$23.0 million, establishing a core deposit intangible of $4.9 million, and a
covenant not to compete of $1.3 million. The core deposit intangible is being
amortized on an accelerated basis over ten years and the covenant not to compete
on a straight-line basis over five years.
15
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The following is a condensed balance sheet of Midwest at our date of acquisition
adjusted for updated information related to the fair value of assets acquired
and liabilities assumed:
(in thousands)
Cash and equivalents $ 8,390
Securities 19,557
Loans, net 201,476
Property and equipment 5,674
Intangible assets 6,219
Goodwill 23,037
Other assets 1,861
---------
Total assets acquired 266,214
---------
Deposits 199,123
Borrowings 12,314
Other liabilities 10,663
---------
Total liabilities assumed 222,100
---------
Net assets acquired $ 44,114
=========
On July 1, 2004, we completed our acquisition of North Bancorp, Inc. ("North"),
with the purpose of expanding our presence in northern Michigan. North was a
publicly held bank holding company primarily doing business as a commercial
bank. As a result of the closing of this transaction, we issued 345,391 shares
of common stock to the North shareholders. Our results include North's
operations subsequent to July 1, 2004. At the time of acquisition, North had
total assets of $155.1 million, total loans of $103.6 million, total deposits of
$123.8 million and total stockholders' equity of $3.3 million. We recorded
purchase accounting adjustments related to the North acquisition including
recording goodwill of $2.8 million, and establishing a core deposit intangible
of $2.2 million. The core deposit intangible is being amortized on an
accelerated basis over eight years.
The following is a condensed balance sheet of North at our date of acquisition
adjusted for updated information related to the fair value of assets acquired
and liabilities assumed:
(in thousands)
Cash and equivalents $ 21,505
Securities 26,418
Loans, net 97,573
Property and equipment 2,318
Intangible assets 2,240
Goodwill 2,807
Other assets 9,440
---------
Total assets acquired 162,301
---------
Deposits 124,088
Borrowings 22,039
Other liabilities 7,401
---------
Total liabilities assumed 153,528
---------
Net assets acquired $ 8,773
=========
16
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
11. In December 2004, the FASB issued Statement of Financial Accounting
Standards No. 123 (revised 2004), "Share Based Payment," ("SFAS #123R") which is
a revision of Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation," ("SFAS #123"). SFAS #123R supersedes Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees,"
("APB #25") and amends Statement of Financial Accounting Standards No. 95,
"Statement of Cash Flows," ("SFAS #95"). Generally the requirements of SFAS
#123R are similar to the requirements described in SFAS #123. However, SFAS
#123R requires all share-based payments to employees, including grants of
employee stock options, to be recognized in the statement of operations based on
their fair values. Pro forma disclosure is no longer an alternative. Statement
#123R originally was to be effective at the beginning of the first interim or
annual period beginning after June 15, 2005. However, on April 21, 2005 the
Securities and Exchange Commission issued an amendment to Rule 4-01(a) of
Regulation S-X that delayed the effective date for SFAS #123R to the first
interim or annual reporting period of the registrant's first fiscal year
beginning on or after June 15, 2005. Early adoption is permitted in periods in
which financial statements have not yet been issued. We expect to adopt SFAS
#123R on January 1, 2006.
SFAS #123R permits companies to adopt its requirements using one of two methods.
First, a "modified prospective" method in which compensation cost is recognized
beginning with the effective date (a) based on the requirements of SFAS #123R
for all share-based payments granted after the effective date and (b) based on
the requirements of SFAS #123 for all awards granted to employees prior to the
effective date of SFAS #123R that remain unvested on the effective date. Second,
a "modified retrospective" method which includes the requirements of the
modified prospective method described above, but also permits entities to
restate based on the amounts previously recognized under SFAS #123 for purposes
of pro forma disclosures either (a) all prior period presented or (b) prior
interim periods of the year of adoption. We plan to adopt SFAS #123R using the
modified prospective method described above.
As permitted by SFAS #123, we currently account for share-based payments to
employees using APB #25's intrinsic value method and, as such, generally
recognize no compensation cost for employee stock options. Accordingly, the
adoption of SFAS 123R's fair value method will have a significant impact on our
results of operations, although it will have no impact on our overall financial
position. The impact of SFAS #123R cannot be predicted at this time because it
will depend on the level and type of share-based payments granted in the future.
However, had we adopted SFAS #123R in prior periods, the impact of that standard
would have approximated the impact of SFAS #123 as described in the disclosure
of pro forma net income and earnings per share in Note #9 to above.
17
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
In 2003, the Emerging Issues Task Force ("EITF") issued Issue No. 03-1, "The
Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments." The recognition and measurement guidance in EITF 03-1 should be
applied in other-than-temporary impairment evaluations performed in reporting
periods beginning after June 15, 2004. Disclosures were effective in annual
financial statements for fiscal years ending after December 15, 2003, for
investments accounted for under FASB Statement of Financial Accounting Standards
No. 115, "Accounting in Certain Investments in Debt and Equity Securities, and
No. 124, Accounting for Certain Investments Held by Not-for-Profit
Organizations". The disclosure requirements for all other investments are
effective in annual financial statements for fiscal years ending after June 15,
2004. Comparative information for periods prior to initial application is not
required. On September 15, 2004, the FASB staff proposed two FASB Staff
Positions ("FSP"). The first, proposed FSP EITF Issue 03-1-a, "Implementation
Guidance for the Application of Paragraph 16 of EITF Issue No. 03-1, `The
Meaning of Other-Than-Temporary Impairment and its Application to Certain
Investments,'" would provide guidance for the application of paragraph 16 of
EITF 03-1 to debt securities that are impaired because of interest rate and/or
sector spread increases. The second, proposed FSP EITF Issue 03-1-b, "Effective
Date of Paragraph 16 of EITF Issue No. 03-1, `The Meaning of
Other-Than-Temporary Impairment and its Application to Certain Investments,"
would delay the effective date of EITF 03-1 for debt securities that are
impaired because of interest rate and/or sector spread increases. Other
investments within the scope of EITF 03-1 remain subject to its recognition and
measurement provisions for interim and annual periods beginning after June 15,
2004. The disclosure provisions of EITF 03-1 also were not affected by the
two proposed FSPs. On June 29, 2005 the FASB staff was directed to issue
proposed FSP EITF Issue 03-1-a. The final FSB will supercede EITF Issue No. 03-1
and EITF Topic No. D-44, "Recognition of Other-Than-Temporary Impairment upon
the Planned Sale of a Security Whose Cost Exceeds Fair Value." The final FSB
(retitled FSP FAS 115-1, "The Meaning of Other-Than-Temporary Impairment and Its
Application to Certain Investments"), will replace the guidance set forth in
paragraphs 10-18 of EITF Issue 03-1 with references to existing
other-than-temporary impairment guidance. FSP 115-1 will codify the guidance set
forth in EITF Topic D-44 and clarify that an investor should recognize an
impairment loss no later that when the impairment is deemed other than
temporary, even if a decision to sell has not been made. FSP FAS 115-1 would be
effective for other-than-temporary impairment analyses conducted in periods
beginning after September 15, 2005.
In December 2003, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 03-03, "Accounting for Certain
Loans or Debt Securities Acquired in a Transfer". This SOP addresses accounting
for differences between contractual cash flows and cash flows expected to be
collected from an investor's initial investment in loans or debt securities
(loans) acquired in a transfer if those differences are attributable, at least
in part, to credit quality. It includes loans acquired in purchase business
combinations. This SOP does not apply to loans originated by us and is effective
for loans acquired in fiscal years beginning after December 15, 2004. This SOP
is expected to have a significant impact on our future acquisitions as it will
require the allocation of the acquired entity's allowance for loan losses to
individual loans.
12. The results of operations for the three- and six-month periods ended June
30, 2005, are not necessarily indicative of the results to be expected for the
full year.
18
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following section presents additional information that may be necessary to
assess our financial condition and results of operations. This section should be
read in conjunction with our consolidated financial statements contained
elsewhere in this report as well as our 2004 Annual Report on Form 10-K.
2005 results include the operations of Midwest, which was acquired on May 31,
2004, and North, which was acquired on July 1, 2004. Second quarter 2004 results
only include the operations of Midwest subsequent to May 31, 2004.
FINANCIAL CONDITION
SUMMARY Our total assets increased $159.1 million during the first six months of
2005. Loans, excluding loans held for sale ("Portfolio Loans"), totaled $2.400
billion at June 30, 2005, an increase of $174.4 million from December 31, 2004.
This was primarily due to growth in commercial loans, real estate mortgage loans
and finance receivables. (See "Portfolio loans and asset quality.")
Deposits totaled $2.354 billion at June 30, 2005, compared to $2.177 billion at
December 31, 2004. The $177.0 million increase in total deposits during the
period principally reflects an increase in time deposits. Other borrowings
totaled $355.1 million at June 30, 2005, a decrease of $50.3 million from
December 31, 2004. This was primarily attributable to the payoff of maturing
borrowings with funds from brokered certificates of deposit ("Brokered CD's").
SECURITIES We maintain diversified securities portfolios, which may include
obligations of the U.S. Treasury and government-sponsored agencies as well as
securities issued by states and political subdivisions, corporate securities,
mortgage-backed securities and asset-backed securities. We also invest in
capital securities, which include preferred stocks and trust preferred
securities. We regularly evaluate asset/liability management needs and attempt
to maintain a portfolio structure that provides sufficient liquidity and cash
flow. We believe that the unrealized losses on securities available for sale are
temporary in nature and due primarily to changes in interest rates and are
expected to be recovered within a reasonable time period. We also believe that
we have the ability to hold securities with unrealized losses to maturity or
until such time as the unrealized losses reverse. (See "Asset/liability
management.")
SECURITIES
Unrealized
--------------------------
Amortized Fair
Cost Gains Losses Value
--------- ------- ------ --------
(in thousands)
Securities available for sale
June 30, 2005 $ 518,952 $14,297 $3,067 $530,182
December 31, 2004 539,162 13,448 1,702 550,908
Securities available for sale declined modestly during the first six months of
2005 as strong loan growth supplanted the need for any significant purchases of
new investment securities. Generally we cannot earn the same interest-rate
spread on securities as we can on loans. As a
19
result, offsetting slow loan growth with purchases of securities will tend to
erode some of our profitability measures, including our return on assets.
At June 30, 2005 and December 31, 2004, we had $18.4 million and $23.6 million,
respectively, of asset-backed securities included in securities available for
sale. Approximately 97% of our asset-backed securities at June 30, 2005 are
backed by mobile home loans (compared to 87% at December 31, 2004). All of our
asset-backed securities are rated as investment grade (by the major rating
agencies) except for one mobile home loan asset-backed security with a book
value of $2.5 million at June 30, 2005 that was down graded during 2004 to a
below investment grade rating. We did not record any impairment charge on this
security in the second quarter of 2005 but during the first quarter of 2005 we
recorded an impairment charge of $0.2 million due primarily to some further
credit related deterioration on the underlying mobile home loan collateral (we
also recorded impairment charges on this security totaling $0.2 million in
2004). We continue to closely monitor this particular security as well as our
entire mobile home loan asset-backed securities portfolio. We do not foresee, at
the present time, any significant risk of loss (related to credit issues) with
respect to any of our other asset-backed securities. During the second quarter
of 2005 we recorded an additional $0.1 million impairment charge on Fannie Mae
and Freddie Mac preferred securities (we also recorded impairment charges on
Fannie Mae and Freddie Mac preferred securities of $0.1 million and $1.4 million
during the first quarter of 2005 and during all of 2004, respectively). At June
30, 2005, we had a remaining book balance of $26.4 million in Fannie Mae and
Freddie Mac preferred securities. The FASB is considering certain clarifications
related to the assessment of other than temporary impairment on investment
securities as well as other related accounting matters (See note #11 of Notes to
Interim Consolidated Financial Statements).
Sales of securities available for sale were as follows (See "Non-interest
income."):
Three months ended Six months ended
June 30, June 30,
2005 2004 2005 2004
------- ------- ------- -------
(in thousands)
Proceeds $28,094 $ 1,965 $35,970 $15,077
======= ======= ======= =======
Gross gains $ 1,533 $ 3 $ 2,032 $ 622
Gross losses 119 1 398 127
Impairment charges 131 383
------- -------
Net Gains $ 1,283 $ 2 $ 1,251 $ 495
======= ======= ======= =======
PORTFOLIO LOANS AND ASSET QUALITY We believe that our decentralized loan
origination structure provides important advantages in serving the credit needs
of our principal lending markets. In addition to the communities served by our
bank branch networks, principal lending markets include nearby communities and
metropolitan areas. Subject to established underwriting criteria, we also
participate in commercial lending transactions with certain non-affiliated banks
and may also purchase real estate mortgage loans from third-party originators.
Our April 2003 acquisition of Mepco added the financing of insurance premiums
and extended automobile warranties to our lending activities. These are
relatively new lines of business for us and expose us to new risks. Mepco
conducts its lending activities across the United States. Mepco generally does
not evaluate the creditworthiness of the individual borrower but instead
primarily relies on the loan collateral (the unearned insurance premium or
automobile warranty contract) in the event of default. As a result, we have
established and monitor insurance carrier concentration limits in order to
manage our collateral exposure. The insurance carrier
20
concentration limits are primarily based on the insurance company's AM Best
rating and statutory surplus level. Mepco also has established procedures for
loan servicing and collections, including the timely cancellation of the
insurance policy or automobile warranty contract in order to protect our
collateral position in the event of default. Mepco also has established
procedures to attempt to prevent and detect fraud since the loan origination
activities and initial borrower contact is entirely done through unrelated third
parties (primarily insurance agents and automobile warranty administrators or
automobile dealerships). There can be no assurance that the aforementioned risk
management policies and procedures will prevent us from the possibility of
incurring significant credit or fraud related losses in this business segment.
Although the management and board of directors of each of our banks retain
authority and responsibility for credit decisions, we have adopted uniform
underwriting standards. Further, our loan committee structure as well as the
centralization of commercial loan credit services and the loan review process,
provides requisite controls and promotes compliance with such established
underwriting standards. Such centralized functions also facilitate compliance
with consumer protection laws and regulations. There can be no assurance that
the aforementioned centralization of certain lending procedures and the use of
uniform underwriting standards will prevent us from the possibility of incurring
significant credit losses in our lending activities.
We generally retain loans that may be profitably funded within established risk
parameters. (See "Asset/liability management.") As a result, we may hold
adjustable-rate and balloon real estate mortgage loans as Portfolio Loans, while
15- and 30-year, fixed-rate obligations are generally sold to mitigate exposure
to changes in interest rates. (See "Non-interest income.") During the first six
months of 2005 our balance of real estate mortgage loans held in portfolio
increased by $40.0 million.
The $33.2 million increase in commercial loans during the six months ended June
30, 2005, principally reflects our emphasis on lending opportunities within this
category of loans and an increase in commercial lending staff. Loans secured by
real estate comprise the majority of new commercial loans.
The $346.4 million of finance receivables at June 30, 2005 are comprised
principally of loans to businesses to finance insurance premiums and payment
plans offered to individuals to finance extended automobile warranties. The
growth in this category of loans is primarily due to the geographic expansion of
Mepco's lending activities and the addition of sales staff to call on insurance
agencies and automobile warranty administrators.
Future growth of overall Portfolio Loans is dependent upon a number of
competitive and economic factors. Declines in Portfolio Loans or competition
leading to lower relative pricing on new Portfolio Loans could adversely impact
our future operating results. We continue to view loan growth consistent with
prevailing quality standards as a major short and long-term challenge.
21
NON-PERFORMING ASSETS
June 30, December 31,
2005 2004
--------- ------------
(dollars in thousands)
Non-accrual loans $ 20,539 $ 11,804
Loans 90 days or more past due and
still accruing interest 6,725 3,123
Restructured loans 221 218
--------- ------------
Total non-performing loans 27,485 15,145
Other real estate and repossessed assets 2,985 2,113
--------- ------------
Total non-performing assets $ 30,470 $ 17,258
========= ============
As a percent of Portfolio Loans
Non-performing loans 1.15% 0.68%
Allowance for loan losses 1.07 1.11
Non-performing assets to total assets 0.94 0.56
Allowance for loan losses as a percent of
non-performing loans 94 163
The increase in the overall level of non-performing loans in the first six
months of 2005 is primarily due to increases in non-performing commercial and
real estate mortgage loans and finance receivables. The increase in
non-performing commercial loans (to $15.9 million at June 30, 2005 from $6.5
million at December 31, 2004) is due primarily to the addition of four
commercial credits with balances totaling approximately $8.0 million. One of
these loans, with a balance of approximately $0.8 million, was brought current
by the borrower subsequent to June 30, 2005. Two of these commercial credits
(with balances totaling $6.2 million) are secured by low/moderate income
apartment complexes located in the Saginaw, Michigan area. Although these two
loans are seasoned credits (one loan was originated in 1996 and the other in
1999), over the past few years the occupancy rates in these complexes declined
resulting in insufficient debt service coverage. We are negotiating a
forbearance agreement with the borrower on these two credits and recently the
occupancy rates in both apartment complexes have been increasing (although debt
service coverage ratios remain inadequate). Both loans were placed on
non-accrual in the second quarter of 2005 which resulted in a reversal of
approximately $0.3 million in previously accrued interest income. New appraisals
were just obtained on these apartment complexes. Based on an updated impairment
analysis, additional specific allowances for losses were recorded at June 30,
2005 totaling $1.1 million (bringing the total specific allowances on these two
credits to $1.3 million). The fourth commercial credit referred to above is a
$1.0 million loan to a contractor. The loan has become past due primarily as a
result of a slow down in the borrower's business. At the present time we believe
this loan is adequately collateralized and therefore do not anticipate any
significant loss will be incurred in relation to this credit.
We believe that the increase in non-performing real estate mortgage loans (to
$6.2 million at June 30, 2005 from $4.6 million at December 31, 2004) to some
degree reflects weakened economic conditions in the State of Michigan which
currently has one of the highest unemployment rates in the United States. The
increase in non-performing finance receivables (to $3.5 million at June 30, 2005
from $2.1 million at December 31, 2004) is due primarily to the growth of this
loan portfolio and the timing of the receipt of return premiums from insurance
carriers.
Other real estate and repossessed assets totaled $3.0 million and $2.1 million
at June 30, 2005 and December 31, 2004, respectively. This increase is primarily
a result of a rise in the level of residential homes acquired through
foreclosure.
22
We will place a loan that is 90 days or more past due on non-accrual, unless we
believe the loan is both well secured and in the process of collection.
Accordingly, we have determined that the collection of the accrued and unpaid
interest on any loans that are 90 days or more past due and still accruing
interest is probable.
The ratio of net charge-offs to average loans was 0.28% on an annualized basis
in the first half of 2005 compared to 0.17% in the first half of 2004. The
increase in net charge-offs is primarily due to increases in the level of net
charge-offs in all loan portfolio categories.
Impaired loans totaled approximately $20.3 million and $15.0 million at June 30,
2005 and 2004, respectively. At those same dates, certain impaired loans with
balances of approximately $17.9 million and $9.2 million, respectively had
specific allocations of the allowance for loan losses, which totaled
approximately $4.5 million and $2.1 million, respectively. Our average
investment in impaired loans was approximately $16.7 million and $14.4 million
for the six-month periods ended June 30, 2005 and 2004, respectively. Cash
receipts on impaired loans on non-accrual status are generally applied to the
principal balance. Interest recognized on impaired loans during the first six
months of 2005 was approximately $0.2 million compared to $0.3 million in the
first six months of 2004.
ALLOWANCE FOR LOSSES ON LOANS AND UNFUNDED COMMITMENTS
Six months ended
June 30,
2005 2004
----------------------- -----------------------
Unfunded Unfunded
Loans Commitments Loans Commitments
------- ----------- ------- -----------
(in thousands)
Balance at beginning of period $24,737 $1,846 $16,836 $ 892
Additions (deduction)
Allowance on loans acquired 3,576
Provision charged to operating expense 4,240 (106) 1,222 288
Recoveries credited to allowance 842 610
Loans charged against the allowance (4,099) (2,140)
------- ------ ------- ------
Balance at end of period $25,720 $1,740 $20,104 $1,180
======= ====== ======= ======
Net loans charged against the allowance to
average Portfolio Loans (annualized) 0.28% 0.17%
In determining the allowance and the related provision for loan losses, we
consider four principal elements: (i) specific allocations based upon probable
losses identified during the review of the loan portfolio, (ii) allocations
established for other adversely rated loans, (iii) allocations based principally
on historical loan loss experience, and (iv) additional allowances based on
subjective factors, including local and general economic business factors and
trends, portfolio concentrations and changes in the size, mix and/or the general
terms of the loan portfolios. The allowance for losses on unfunded commitments
is determined in a similar manner to the allowance for loan losses.
The first element reflects our estimate of probable losses based upon our
systematic review of specific loans. These estimates are based upon a number of
objective factors, such as payment history, financial condition of the borrower,
and discounted collateral exposure.
The second element reflects the application of our loan rating system. This
rating system is similar to those employed by state and federal banking
regulators. Loans that are rated below a certain predetermined classification
are assigned a loss allocation factor for each loan
23
classification category that is based upon a historical analysis of losses
incurred. The lower the rating assigned to a loan or category, the greater the
allocation percentage that is applied.
The third element is determined by assigning allocations based principally upon
the ten-year average of loss experience for each type of loan. Recent years are
weighted more heavily in this average. Average losses may be further adjusted
based on the current delinquency rate. Loss analyses are conducted at least
annually.
The fourth element is based on factors that cannot be associated with a specific
credit or loan category and reflects our attempt to ensure that the overall
allowance for loan losses appropriately reflects a margin for the imprecision
necessarily inherent in the estimates of expected credit losses. We consider a
number of subjective factors when determining the unallocated portion, including
local and general economic business factors and trends, portfolio concentrations
and changes in the size, mix and the general terms of the loan portfolios. (See
"Provision for credit losses.")
Mepco's allowance for loan losses is determined in a similar manner as discussed
above and takes into account delinquency levels, net charge-offs, unsecured
exposure and other subjective factors deemed relevant to their lending
activities.
ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
June 30, December 31,
2005 2004
-------- ------------
(in thousands)
Specific allocations $ 4,513 $ 2,874
Other adversely rated loans 8,232 9,395
Historical loss allocations 6,594 6,092
Additional allocations based on subjective factors 6,381 6,376
-------- -------
$ 25,720 $24,737
-------- -------
DEPOSITS AND BORROWINGS Our competitive position within many of the markets
served by our bank branch networks limits the ability to materially increase
deposits without adversely impacting the weighted-average cost of core deposits.
Accordingly, we compete principally on the basis of convenience and personal
service, while employing pricing tactics that are intended to enhance the value
of core deposits.
To attract new core deposits, we have implemented a high-performance checking
program that utilizes a combination of direct mail solicitations, in-branch
merchandising, gifts for customers opening new checking accounts or referring
business to our banks and branch staff sales training. This program has
generated increases in customer relationships as well as deposit service
charges. We believe that the new relationships that result from these marketing
and sales efforts provide valuable opportunities to cross sell related financial
products and services.
We have implemented strategies that incorporate federal funds purchased, other
borrowings and Brokered CDs to fund a portion of our increases in interest
earning assets. The use of such alternate sources of funds supplements our core
deposits and is also an integral part of our asset/liability management efforts.
24
ALTERNATE SOURCES OF FUNDS
June 30, December 31,
2005 2004
------------------------------- ---------------------------------
Average Average
Amount Maturity Rate Amount Maturity Rate
---------- --------- ---- ---------- --------- ----
(dollars in thousands)
Brokered CDs(1) $ 759,486 2.0 years 3.11% $ 576,944 1.9 years 2.56%
Fixed rate FHLB advances(1,2) 55,823 6.2 years 5.60 59,902 6.4 years 5.55
Variable rate FHLB advances(1) 123,000 0.4 years 3.46 164,000 0.4 years 2.32
Securities sold under agreements to
Repurchase(1) 165,032 0.1 years 3.25 169,810 0.2 years 2.27
Federal funds purchased 143,815 1 day 3.48 117,552 1 day 2.44
---------- --------- ---- ---------- --------- ----
Total $1,247,156 1.5 years 3.32% $1,088,208 1.4 years 2.63%
========== ========= ==== ========== ========= ====
- ----------
(1) Certain of these items have had their average maturity and rate altered
through the use of derivative instruments, including pay-fixed and
pay-variable interest rate swaps.
(2) Advances totaling $10.0 million at both June 30, 2005 and December 31,
2004, respectively, have provisions that allow the FHLB to convert
fixed-rate advances to adjustable rates prior to stated maturity.
Other borrowings, principally advances from the Federal Home Loan Bank (the
"FHLB") and securities sold under agreements to repurchase ("Repurchase
Agreements"), totaled $355.1 million at June 30, 2005, compared to $405.4
million at December 31, 2004. The $50.3 million decrease in other borrowed funds
principally reflects the payoff of maturing variable rate FHLB advances with
funds from Brokered CD's.
Derivative financial instruments are employed to manage our exposure to changes
in interest rates. (See "Asset/liability management".) At June 30, 2005, we
employed interest-rate swaps with an aggregate notional amount of $691.2
million. (See note #7 of Notes to Interim Consolidated Financial Statements.)
LIQUIDITY AND CAPITAL RESOURCES Liquidity risk is the risk of being unable to
timely meet obligations as they come due at a reasonable funding cost or without
incurring unacceptable losses. Our liquidity management involves the measurement
and monitoring of a variety of sources and uses of funds. Our Consolidated
Statements of Cash Flows categorize these sources and uses into operating,
investing and financing activities. We primarily focus our liquidity management
on developing access to a variety of borrowing sources to supplement our deposit
gathering activities and provide funds for growing our investment and loan
portfolios as well as to be able to respond to unforeseen liquidity needs.
Our sources of funds include a stable deposit base, secured advances from the
Federal Home Loan Bank of Indianapolis, both secured and unsecured federal funds
purchased borrowing facilities with other commercial banks, an unsecured holding
company credit facility and access to the capital markets (for trust preferred
securities and Brokered CD's).
At June 30, 2005 we had $681.5 million of time deposits that mature in the next
twelve months. Historically, a majority of these maturing time deposits are
renewed by our customers or are Brokered CD's that we expect to replace.
Additionally $1.145 billion of our deposits at June 30, 2005 were in account
types from which the customer could withdraw the funds on demand. Changes in the
balances of deposits that can be withdrawn upon demand are usually predictable
and the total balances of these accounts have generally grown over time as a
result of our marketing and promotional activities. There can be no assurance
that historical patterns of renewing time deposits or overall growth in deposits
will continue in the future.
We have developed contingency funding plans that stress tests our liquidity
needs that may arise from certain events such as an adverse credit event, rapid
loan growth or a disaster recovery situation. Our liquidity management also
includes periodic monitoring of each bank that
25
segregates assets between liquid and illiquid and classifies liabilities as core
and non-core. This analysis compares our total level of illiquid assets to our
core funding. It is our goal to have core funding sufficient to finance illiquid
assets.
Over the past several years our Portfolio Loans have grown more rapidly than our
core deposits. In addition much of this growth has been in loan categories that
cannot generally be used as collateral for FHLB advances (such as commercial
loans and finance receivables). As a result, we have become more dependent on
wholesale funding sources (such as brokered CD's and Repurchase Agreements). In
order to reduce this greater reliance on wholesale funding we intend to explore
the potential securitization of both commercial loans and finance receivables
during 2005. It is likely that a securitization facility would have a higher
total cost than our current wholesale funding sources, which would adversely
impact our future net interest income. However, we believe that the improved
liquidity will likely outweigh the adverse impact on our net interest income.
Effective management of capital resources is critical to our mission to create
value for our shareholders. The cost of capital is an important factor in
creating shareholder value and, accordingly, our capital structure includes
unsecured debt and cumulative trust preferred securities.
We also believe that a diversified portfolio of quality loans will provide
superior risk-adjusted returns. Accordingly, we have implemented balance sheet
management strategies that combine efforts to originate Portfolio Loans with
disciplined funding strategies. Acquisitions have also been an integral
component of our capital management strategies. (See "Acquisitions.")
In March 2003, a special purpose entity, IBC Capital Finance II (the "trust")
issued $1.6 million of common securities to Independent Bank Corporation and
$50.6 million of trust preferred securities to the public. Independent Bank
Corporation issued $52.2 million of subordinated debentures to the trust in
exchange for the proceeds from the public offering. These subordinated
debentures represent the sole asset of the trust. Both the common securities and
subordinated debentures are included in our Consolidated Statements of Financial
Condition at June 30, 2005, and December 31, 2004.
In connection with our acquisition of Midwest, we assumed all of the duties,
warranties and obligations of Midwest as the sponsor and sole holder of the
common securities of Midwest Guaranty Trust I ("MGT"). In 2002, MGT, a special
purpose entity, issued $0.2 million of common securities to Midwest and $7.5
million of trust preferred securities as part of a pooled offering. Midwest
issued $7.7 million of subordinated debentures to the trust in exchange for the
proceeds of the offering, which debentures represent the sole asset of MGT. Both
the common securities and subordinated debentures are included in our
Consolidated Statements of Financial Condition at June 30, 2005, and December
31, 2004.
In connection with our acquisition of North, we assumed all of the duties,
warranties and obligations of North as the sole general partner of Gaylord
Partners, Limited Partnership ("GPLP"), a special purpose entity. In 2002, North
contributed an aggregate of $0.1 million to the capital of GPLP and GPLP issued
$5.0 million of floating rate cumulative preferred securities as part of a
private placement offering. North issued $5.1 million of subordinated debentures
to GPLP in exchange for the proceeds of the offering, which debentures represent
the sole asset of GPLP. Independent Bank purchased $0.8 million of the GPLP
floating rate cumulative preferred securities during the private placement
offering. This investment security at Independent Bank and a corresponding
amount of subordinated debentures are eliminated in consolidation. The remaining
subordinated debentures as well as our capital investment in GPLP are included
in our Consolidated Statements of Financial Condition at June 30, 2005 and
December 31, 2004.
26
In March 2005, the Federal Reserve Board issued a final rule that retains trust
preferred securities in the Tier 1 capital of bank holding companies. After a
transition period ending March 31, 2009, the aggregate amount of trust preferred
securities and certain other capital elements will be limited to 25 percent of
Tier 1 capital elements, net of goodwill (net of any associated deferred tax
liability). The amount of trust preferred securities and certain other elements
in excess of the limit could be included in the Tier 2 capital, subject to
restrictions. Based upon our existing levels of Tier 1 capital, trust preferred
securities and goodwill, this final Federal Reserve Board rule would have
reduced our Tier 1 capital to average assets ratio by approximately 19 basis
points at June 30, 2005, (this calculation assumes no transition period).
To supplement our balance sheet and capital management activities, we
periodically repurchase our common stock. The level of share repurchases in a
given year generally reflects changes in our need for capital associated with
our balance sheet growth. In February 2005 we announced that our board of
directors had authorized the repurchase of up to 0.8 million shares. This
authorization expires on December 31, 2005. During the first six months of 2005
we repurchased 0.2 million shares at a weighted average price of $27.17 per
share.
CAPITALIZATION
June 30, December 31,
2005 2004
-------- ------------
(in thousands)
Unsecured debt $ 8,000 $ 9,000
-------- --------
Subordinated debentures 64,197 64,197
Amount not qualifying as regulatory capital (1,847) (1,847)
-------- --------
Amount qualifying as regulatory capital 62,350 62,350
-------- --------
Shareholders' Equity
Preferred stock, no par value
Common stock, par value $1.00 per share 21,180 21,195
Capital surplus 157,444 158,797
Retained earnings 57,148 41,795
Accumulated other comprehensive income 8,306 8,505
-------- --------
Total shareholders' equity 244,078 230,292
-------- --------
Total capitalization $314,428 $301,642
======== ========
Total shareholders' equity at June 30, 2005 increased $13.8 million from
December 31, 2004, due primarily to the retention of earnings and the issuance
of common stock pursuant to certain compensation plans, partially offset by cash
dividends that we declared and a small decrease in accumulated other
comprehensive income. Shareholders' equity totaled $244.1 million, equal to
7.50% of total assets at June 30, 2005. At December 31, 2004, shareholders'
equity totaled $230.3 million, which was equal to 7.44% of assets.
CAPITAL RATIOS
June 30, 2005 December 31, 2004
------------- -----------------
Equity capital 7.50% 7.44%
Tier 1 leverage (tangible equity capital) 7.40 7.36
Tier 1 risk-based capital 9.40 9.39
Total risk-based capital 10.51 10.53
ASSET/LIABILITY MANAGEMENT Interest-rate risk is created by differences in the
cash flow characteristics of our assets and liabilities. Options embedded in
certain financial instruments, including caps on adjustable-rate loans as well
as borrowers' rights to prepay fixed-rate loans also create interest-rate risk.
27
Our asset/liability management efforts identify and evaluate opportunities to
structure the balance sheet in a manner that is consistent with our mission to
maintain profitable financial leverage within established risk parameters. We
evaluate various opportunities and alternate balance-sheet strategies carefully
and consider the likely impact on our risk profile as well as the anticipated
contribution to earnings. The marginal cost of funds is a principal
consideration in the implementation of our balance-sheet management strategies,
but such evaluations further consider interest-rate and liquidity risk as well
as other pertinent factors. We have established parameters for interest-rate
risk. We regularly monitor our interest-rate risk and report quarterly to our
respective banks' boards of directors.
We employ simulation analyses to monitor each bank's interest-rate risk profiles
and evaluate potential changes in each banks' net interest income and market
value of portfolio equity that result from changes in interest rates. The
purpose of these simulations is to identify sources of interest-rate risk
inherent in our balance sheets. The simulations do not anticipate any actions
that we might initiate in response to changes in interest rates and,
accordingly, the simulations do not provide a reliable forecast of anticipated
results. The simulations are predicated on immediate, permanent and parallel
shifts in interest rates and generally assume that current loan and deposit
pricing relationships remain constant. The simulations further incorporate
assumptions relating to changes in customer behavior, including changes in
prepayment rates on certain assets and liabilities.
RESULTS OF OPERATIONS
SUMMARY Net income totaled $12.1 million and $23.4 million during the three- and
six-month periods ended June 30, 2005. The increases in net income from the
comparative periods in 2004 are primarily a result of increases in net interest
income, service charges on deposits and securities gains. Partially offsetting
these items were increases in the provision for loan losses and income tax
expense and a decrease in gains on the sale of real estate mortgage loans.
We believe that our earnings per share growth rate over a long period of time
(five years or longer) is the best single measure of our performance. We strive
to achieve an average annual long term earnings per share growth rate of
approximately 10% to 15%. Consequently, we emphasize long-term performance over
short-term results. Certain components of our revenues are cyclical in nature
(such as mortgage-banking) which can cause fluctuations in our earnings per
share from one period to another. Our primary strategies for achieving long-term
growth in earnings per share include: earning asset growth (both organic and
through acquisitions), diversification of revenues (within the financial
services industry), effective capital management (efficient use of our
shareholders' equity) and sound risk management (credit, interest rate,
liquidity and regulatory risks).
KEY PERFORMANCE RATIOS
Three months ended Six months ended
June 30, June 30,
2005 2004 2005 2004
----- ----- ----- -----
Net income to
Average assets 1.52% 1.43% 1.49% 1.43%
Average equity 19.84 19.89 19.61 20.10
Earnings per common share
Basic $0.57 $0.45 $1.10 $0.88
Diluted 0.56 0.44 1.08 0.86
28
NET INTEREST INCOME Net interest income is the most important source of our
earnings and thus is critical in evaluating our results of operations. Changes
in our tax equivalent net interest income are primarily influenced by our level
of interest-earning assets and the income or yield that we earn on those assets
and the manner by which we fund (and the related cost of funding) such
interest-earning assets. Certain macro-economic factors can also influence our
net interest income such as the level and direction of interest rates, the
difference between short-term and long-term interest rates (the steepness of the
yield curve) and the general strength of the economies in which we are doing
business. Finally, risk management plays an important role in our level of net
interest income. The ineffective management of credit risk and interest-rate
risk in particular can adversely impact our net interest income.
Tax equivalent net interest income increased by 24.0% to $36.1 million and by
27.4% to $71.1 million, respectively, during the three- and six-month periods in
2005 compared to 2004. These increases reflect an increase in average
interest-earning assets that was partially offset by a decrease in tax
equivalent net interest income as a percent of average interest-earning assets
("Net Yield").
We review yields on certain asset categories and our net interest margin on a
fully taxable equivalent basis. This presentation is not in accordance with
generally accepted accounting principles ("GAAP") but is customary in the
banking industry. In this non-GAAP presentation, net interest income is adjusted
to reflect tax-exempt interest income on an equivalent before-tax basis. This
measure ensures comparability of net interest income arising from both taxable
and tax-exempt sources. The adjustments to determine tax equivalent net interest
income were $1.6 million and $1.3 million for the second quarters of 2005 and
2004, respectively, and were $3.1 million and $2.7 million for the first six
months of 2005 and 2004, respectively. These adjustments were computed using a
35% tax rate.
Average interest-earning assets totaled $2.952 billion and $2.912 billion during
the three- and six-month periods in 2005, respectively. The increases from the
corresponding periods of 2004 principally reflect increases in securities
available for sale, commercial loans, real estate mortgage loans, finance
receivables and the Midwest and North acquisitions.
Our Net Yield decreased by 11 basis points to 4.89% during the three-month
period in 2005 and also by 4 basis points to 4.91% during the six-month period
in 2005 as compared to the like periods in 2004. These declines primarily
reflect a flattening yield curve as short-term interest rates have increased
significantly over the past twelve months while long-term interest rates have
remained relatively unchanged. Our yields on interest-earning assets have
increased in 2005 compared to 2004 which primarily reflects the aforementioned
rise in short-term interest rates that has resulted in variable rate loans
re-pricing at higher rates. However, the increases in the yields on average
interest-earning assets were more than offset by rises in our interest expense
as a percentage of average interest-earning assets (the "cost of funds"). The
increase in our cost of funds also primarily reflects the rise in short-term
interest rates that has resulted in higher rates on certain short-term and
variable rate borrowings and higher rates on deposits.
29
AVERAGE BALANCES AND TAX EQUIVALENT RATES
Three Months Ended
June 30,
2005 2004
---------------------------------- ---------------------------------
Average Average
Balance Interest Rate Balance Interest Rate
------------- ----------- ---- ------------- --------- ----
Assets (dollars in thousands)
Taxable loans (1) $ 2,385,097 $ 43,909 7.38% $ 1,856,632 $ 32,241 6.97%
Tax-exempt loans (1,2) 6,297 116 7.39 6,613 123 7.48
Taxable securities 287,792 3,561 4.96 257,863 2,997 4.67
Tax-exempt securities (2) 255,307 4,316 6.78 197,137 3,542 7.23
Other investments 17,371 123 2.84 14,297 168 4.73
------------- ----------- ------------- ---------
Interest Earning Assets 2,951,864 52,025 7.06 2,332,542 39,071 6.72
----------- ---------
Cash and due from banks 60,411 46,971
Other assets, net 192,126 142,423
------------- -------------
Total Assets $ 3,204,401 $ 2,521,936
============= =============
Liabilities
Savings and NOW $ 878,836 1,867 0.85 $ 766,668 995 0.52
Time deposits 1,180,878 8,797 2.99 796,345 5,023 2.54
Long-term debt 6,495 74 4.57 2,637 13 1.98
Other borrowings 527,237 5,233 3.98 490,974 3,953 3.24
------------- ----------- ------------- ---------
Interest Bearing Liabilities 2,593,446 15,971 2.47 2,056,624 9,984 1.95
----------- ---------
Demand deposits 274,610 215,975
Other liabilities 91,157 67,685
Shareholders' equity 245,188 181,652
------------- -------------
Total liabilities and shareholders' equity $ 3,204,401 $ 2,521,936
============= =============
Tax Equivalent Net Interest Income $ 36,054 $ 29,087
=========== =========
Tax Equivalent Net Interest Income
as a Percent of Earning Assets 4.89% 5.00%
==== ====
(1) All domestic
(2) Interest on tax-exempt loans and securities is presented on a fully tax
equivalent basis assuming a marginal tax rate of 35%
30
AVERAGE BALANCES AND TAX EQUIVALENT RATES
Six Months Ended
June 30,
2005 2004
------------------------------------ ------------------------------
Average Average
Balance Interest Rate Balance Interest Rate
------------- ------------ ---- ----------- --------- ----
Assets (dollars in thousands)
Taxable loans (1) $ 2,341,439 $ 85,015 7.30% $ 1,788,570 $ 62,284 6.99%
Tax-exempt loans (1,2) 7,168 238 6.70 6,740 251 7.49
Taxable securities 295,994 7,253 4.94 255,514 6,091 4.79
Tax-exempt securities (2) 249,850 8,342 6.73 198,021 7,069 7.18
Other investments 17,376 335 3.89 14,119 334 4.76
------------- ------------ ----------- ---------
Interest Earning Assets 2,911,827 101,183 6.99 2,262,964 76,029 6.75
------------ ---------
Cash and due from banks 60,545 45,554
Other assets, net 190,418 135,691
------------- -----------
Total Assets $ 3,162,790 $ 2,444,209
============= ===========
Liabilities
Savings and NOW $ 880,137 3,541 0.81 $ 743,366 1,967 0.53
Time deposits 1,137,242 16,297 2.89 794,265 10,253 2.60
Long-term debt 6,743 154 4.61 1,319 13 1.98
Other borrowings 534,398 10,115 3.82 464,556 7,991 3.46
------------- ------------ ----------- ---------
Interest Bearing Liabilities 2,558,520 30,107 2.37 2,003,506 20,224 2.03
------------ ---------
Demand deposits 273,612 199,183
Other liabilities 89,765 67,214
Shareholders' equity 240,893 174,306
------------- -----------
Total liabilities and shareholders' equity $ 3,162,790 $ 2,444,209
============= ===========
Tax Equivalent Net Interest Income $ 71,076 $ 55,805
============ =========
Tax Equivalent Net Interest Income
as a Percent of Earning Assets 4.91% 4.95%
==== ====
(1) All domestic
(2) Interest on tax-exempt loans and securities is presented on a fully tax
equivalent basis assuming a marginal tax rate of 35%
PROVISION FOR LOAN LOSSES The provision for loan losses was $2.5 million and
$0.7 million during the three months ended June 30, 2005 and 2004, respectively.
During the six-month periods ended June 30, 2005 and 2004, the provision was
$4.1 million and $1.5 million, respectively. The increases in the provision
reflect our assessment of the allowance for loan losses and the allowance for
losses on unfunded commitments taking into consideration factors such as loan
mix, levels of non-performing and classified loans and net charge-offs. (See
"Portfolio loans and asset quality.")
NON-INTEREST INCOME Non-interest income is a significant element in assessing
our results of operations. On a long-term basis we are attempting to grow
non-interest income in order to diversify our revenues within the financial
services industry. We regard net gains on real estate mortgage loan sales as a
core recurring source of revenue but they are quite cyclical and volatile. We
regard net gains (losses) on securities as a "non-operating" component of
non-interest income. As a result, we believe it is best to evaluate our success
in growing non-interest income and diversifying our revenues by also comparing
non-interest income when excluding net gains (losses) on assets (real estate
mortgage loans and securities).
31
Non-interest income totaled $11.2 million during the three months ended June 30,
2005, a $0.1 million decrease from the comparable period in 2004. This decrease
was primarily due to declines in net gains on the sale of real estate mortgage
loans and real estate mortgage loan servicing income that were substantially
offset by increases in service charges on deposit accounts and securities gains.
Non-interest income increased to $20.9 million during the six months ended June
30, 2005, from $18.7 million a year earlier due primarily to increases in
service charges on deposits, securities gains and VISA check card interchange
income, partially offset by a decline in gains on the sale of real estate
mortgage loans.
NON-INTEREST INCOME
Three months ended Six months ended
June 30, June 30,
2005 2004 2005 2004
------- ------- ------- -------
(in thousands)
Service charges on deposit accounts $ 4,958 $ 4,258 $ 9,000 $ 7,899
Net gains (losses) on asset sales
Real estate mortgage loans 1,307 2,163 2,695 3,222
Securities 1,283 2 1,251 495
Title insurance fees 468 539 965 1,083
VISA check card interchange income 685 492 1,307 908
Bank owned life insurance 368 383 757 728
Manufactured home loan origination fees
and commissions 337 320 611 609
Mutual fund and annuity commissions 405 296 697 643
Real estate mortgage loan servicing 174 1,765 1,238 1,081
Other 1,185 1,050 2,374 2,037
------- ------- ------- -------
Total non-interest income $11,170 $11,268 $20,895 $18,705
======= ======= ======= =======
Service charges on deposit accounts increased by 16.4% to $5.0 million and by
13.9% to $9.0 million during the three- and six-month periods ended June 30,
2005, respectively, from the comparable periods in 2004. The increase in such
service charges principally relates to growth in checking accounts as a result
of deposit account promotions, including direct mail solicitations as well as
our two bank acquisitions completed in mid-2004. Partially as a result of a
leveling off in our growth rate of new checking accounts, we would expect the
growth rate of service charges on deposits to moderate in future periods.
Our mortgage lending activities have a substantial impact on total non-interest
income. Net gains on the sale of real estate mortgage loans decreased by $0.9
million during the three months ended June 30, 2005 from the same period in 2004
and decreased by $0.5 million on a year to date comparative basis. The decline
in these gains is due to both a drop in loan sales volume and the profit margin
on such sales. The decrease in loan sales volume is primarily a result of a drop
in mortgage loan refinance activity and a lower percentage of loans being
originated for sale in 2005 compared to 2004. The lower profit margin in 2005
compared to 2004 is primarily due to pricing pressures in the marketplace as
mortgage lenders are competing for a smaller total market as a result of lower
mortgage loan refinance activity. We expect these market conditions to persist
for the balance of the year and therefore anticipate somewhat lower levels of
gains on loan sales during the last half of 2005 compared to the same period in
2004.
32
REAL ESTATE MORTGAGE LOAN ACTIVITY
Three months ended Six months ended
June 30, June 30,
2005 2004 2005 2004
-------- -------- -------- --------
(in thousands)
Real estate mortgage loans originated $186,998 $199,576 $333,960 $358,995
Real estate mortgage loans sold 95,955 137,896 183,873 206,630
Real estate mortgage loans sold with servicing
rights released 11,224 16,564 21,522 24,245
Net gains on the sale of real estate mortgage loans 1,307 2,163 2,695 3,222
Net gains as a percent of real estate mortgage
loans sold ("Loan Sale Margin") 1.36% 1.57% 1.47% 1.56%
SFAS #133 adjustments included in the Loan
Sale Margin (0.04%) (0.07%) 0.01% (0.03%)
The volume of loans sold is dependent upon our ability to originate real estate
mortgage loans as well as the demand for fixed-rate obligations and other loans
that we cannot profitably fund within established interest-rate risk parameters.
(See "Portfolio loans and asset quality.") Net gains on real estate mortgage
loans are also dependent upon economic and competitive factors as well as our
ability to effectively manage exposure to changes in interest rates. As a result
this category of revenue can be quite cyclical and volatile.
The second quarter of 2005 included approximately $1.3 million of net gains on
securities sales. During the second quarter of 2005 we liquidated our portfolio
of four different bank stocks which generated gains of approximately $1.4
million. These gains were partially offset by a $0.1 million other than
temporary impairment charge recorded on Fannie Mae and Freddie Mac preferred
stocks.
The declines in title insurance fees in 2005 compared to 2004 primarily reflect
the changes in our mortgage loan origination volume.
VISA check card interchange income increased in 2005 compared to 2004. These
results can be primarily attributed to an increase in the size of our card base
due to growth in checking accounts as well as the two bank acquisitions
completed in 2004. In addition, the frequency of use of our VISA check card
product by our customer base has increased due to our marketing efforts.
Manufactured home loan origination fees and commissions have stabilized in 2005
after several periods of decline. This industry has faced a challenging
environment as several buyers of this type of loan have exited the market or
materially altered the guidelines under which they will purchase such loans.
Further, regulatory changes have reduced the opportunity to generate revenues on
the sale of insurance related to this type of lending. Given these challenges,
we expect the level of revenue recorded in the first two quarters of 2005 from
this activity is likely to be fairly reflective of ensuing quarters, at least in
the short-term.
Real estate mortgage loan servicing generated income of $0.2 million and $1.2
million in the second quarter and first six months of 2005 respectively,
compared to $1.8 million and $1.1 million in the corresponding periods of 2004,
respectively. These variances are primarily due to changes in the impairment
reserve on and the amortization of capitalized mortgage loan servicing rights.
The period end impairment reserve is based on a third-party valuation of our
real estate mortgage loan servicing portfolio and the amortization is primarily
impacted by prepayment activity.
33
Activity related to capitalized mortgage loan servicing rights is as follows:
CAPITALIZED REAL ESTATE MORTGAGE LOAN SERVICING RIGHTS
Three months ended Six months ended
June 30, June 30,
2005 2004 2005 2004
-------- -------- ------- -------
(in thousands)
Balance at beginning of period $ 12,255 $ 8,082 $11,360 $ 8,873
Originated servicing rights capitalized 824 1,110 1,579 1,800
Amortization (479) (645) (958) (1,081)
(Increase)/decrease in impairment reserve (285) 1,607 334 562
-------- -------- ------- -------
Balance at end of period $ 12,315 $10,154 $12,315 $10,154
-------- -------- ------- -------
Impairment reserve at end of period $ 432 $ 160 $ 432 $ 160
======== ======== ======= =======
The declines in originated mortgage loan servicing rights capitalized are due to
the lower level of real estate mortgage loan sales in 2005 compared to 2004. The
changes in the impairment reserve reflect the valuation of capitalized mortgage
loan servicing rights at each quarter end. At June 30, 2005, we were servicing
approximately $1.4 billion in real estate mortgage loans for others on which
servicing rights have been capitalized. This servicing portfolio had a weighted
average coupon rate of approximately 5.86% and a weighted average service fee of
25.9 basis points.
Other non-interest income has increased in 2005 compared to 2004. Increases in
ATM fees, insurance commissions and check printing charges have accounted for
the majority of this growth. The growth is generally reflective of the overall
expansion of the organization in terms of numbers of customers and accounts.
NON-INTEREST EXPENSE Non-interest expense is an important component of our
results of operations. However, we primarily focus on revenue growth, and while
we strive to efficiently manage our cost structure, our non-interest expenses
will generally increase from year to year because we are expanding our
operations through acquisitions and by opening new branches and loan production
offices.
Non-interest expense decreased by $0.2 million to $26.0 million and increased by
$5.1 million to $52.0 million during the three- and six-month periods ended June
30, 2005, respectively, compared to the like periods in 2004. The second quarter
of 2004 included certain non-recurring charges totaling approximately $3.7
million as described below. The aforementioned two bank acquisitions in mid-2004
as well as growth associated with new branch offices and loan production offices
account for much of the increases in non-interest expense for the first half of
2005 compared to 2004.
34
NON-INTEREST EXPENSE
Three months ended Six months ended
June 30, June 30,
2005 2004 2005 2004
---------- ---------- ---------- ----------
(in thousands)
Salaries $ 8,659 $ 7,796 $ 17,038 $ 15,391
Performance-based compensation
and benefits 1,998 1,508 4,118 2,778
Other benefits 2,520 2,550 5,500 4,784
---------- ---------- ---------- ----------
Compensation and employee
benefits 13,177 11,854 26,656 22,953
Occupancy, net 2,103 1,814 4,341 3,637
Furniture and fixtures 1,715 1,475 3,513 2,865
Mepco claims expense 2,700 2,700
Data processing 1,247 1,110 2,390 2,163
Loan and collection 1,128 877 2,084 1,624
Advertising 1,099 935 2,078 1,605
Communications 908 859 1,984 1,665
Amortization of intangible assets 694 525 1,387 977
Legal and professional 562 551 1,353 840
Supplies 614 656 1,224 1,100
Write-off of uncompleted software 977 977
Other 2,759 1,894 5,022 3,779
---------- ---------- ---------- ----------
Total non-interest expense $ 26,006 $ 26,227 $ 52,032 $ 46,885
========== ========== ========== ==========
The increases in compensation and benefits in 2005 compared to 2004 are
primarily attributable to an increased number of employees resulting from
acquisitions and the addition of new branch and loan production offices as
well as to merit pay increases and increases in certain employee benefit
costs such as health care insurance. Performance based compensation and
benefits increased in 2005 compared to 2004 due primarily to an increased
funding level for our employee stock ownership plan and higher incentive
compensation.
We maintain performance-based compensation plans. In addition to
commissions and cash incentive awards, such plans include employee stock
ownership and employee stock option plans. In December 2004 the Financial
Accounting Standards Board ("FASB") issued FASB Statement No. 123 (revised
2004), "Share-Based Payment" ("SFAS #123R") (See note #11 of Notes to
Interim Consolidated Financial Statements). In general this accounting
pronouncement requires that all share-based payments to employees,
including grants of employee stock options, be recognized in the financial
statements based on their fair values. Originally this new requirement
would have applied to us beginning on July 1, 2005, however the Securities
and Exchange Commission recently extended the date to January 1, 2006.
Occupancy, furniture and fixtures, data processing, advertising,
communications and other non-interest expenses all generally increased in
2005 compared to 2004 as a result of the growth of the organization
through acquisitions and the opening of new branch and loan production
offices. The increase in amortization of intangible assets is also a
result of acquisitions.
The increases in loan and collection expense reflects costs associated
with holding or disposal of other real estate and collection costs
associated with increases in the level of non-performing loans.
35
The second quarter of 2004 included non-recurring charges at Mepco of $1.0
million for the write-off of uncompleted software and $2.7 million to
establish a liability related to loan overpayments, as previously
reported.
INCOME TAX EXPENSE Our effective income tax rate was higher during both
the second quarter of and for the first six months of 2005 compared to the
like periods in 2004. These increases are primarily due to tax exempt
interest income representing a lower percentage of pre-tax earnings and an
increase in state income taxes due to higher earnings at Mepco. The
primary reason for the difference between our statutory and effective
income tax rates results from tax exempt interest income.
ACQUISITIONS
On July 1, 2004, we completed the acquisition of North. We issued 345,391
shares of common stock to the North shareholders. 2005 includes the
results of North's operations. At the time of acquisition, North had total
assets of $155.1 million, total loans of $103.6 million, total deposits of
$123.8 million and total stockholders' equity of $3.3 million. We recorded
purchase accounting adjustments related to the North acquisition including
recording goodwill of $2.8 million and establishing a core deposit
intangible of $2.2 million.
On May 31, 2004, we completed the acquisition of Midwest. We issued
997,700 shares of common stock and paid $16.6 million in cash to the
Midwest shareholders. 2005 includes the results of Midwest's operations.
At the time of acquisition, Midwest had total assets of $238.0 million,
total loans of $205.0 million, total deposits of $198.9 million and total
stockholders' equity of $18.7 million. We recorded purchase accounting
adjustments related to the Midwest acquisition including recording
goodwill of $23.0 million, establishing a core deposit intangible of $4.9
million, and a covenant not to compete of $1.3 million.
CRITICAL ACCOUNTING POLICIES
Our accounting and reporting policies are in accordance with accounting
principles generally accepted within the United States of America and
conform to general practices within the banking industry. Accounting and
reporting policies for other than temporary impairment of investment
securities, the allowance for loan losses, originated real estate mortgage
servicing rights, derivative financial instruments, income taxes and
goodwill are deemed critical since they involve the use of estimates and
require significant management judgments. Application of assumptions
different than those that we have used could result in material changes in
our financial position or results of operations.
We are required to assess our investment securities for "other than
temporary impairment" on a periodic basis. The determination of other than
temporary impairment for an investment security requires judgment as to
the cause of the impairment, the likelihood of recovery and the projected
timing of the recovery. Our assessment process during the second quarter
and first six months of 2005 resulted in recording $0.1 million and $0.3
million of impairment charges, respectively, for other than temporary
impairment on various investment securities within our portfolio (we had
no such impairment charges during the first six months of 2004). Currently
the accounting profession (FASB) is considering the meaning of other than
temporary impairment with respect to debt securities and has rescinded the
effective date of certain portions of a recent accounting pronouncement
(see note #11 of Notes to Interim Consolidated Financial Statements) that
would have impacted this area. We believe that our assumptions and
judgments in assessing other than temporary impairment for our investment
securities are reasonable and conform to general industry practices.
36
Our methodology for determining the allowance and related provision for
loan losses is described above in "Financial Condition - Portfolio Loans
and asset quality." In particular, this area of accounting requires a
significant amount of judgment because a multitude of factors can
influence the ultimate collection of a loan or other type of credit. It is
extremely difficult to precisely measure the amount of losses that are
probable in our loan portfolio. We use a rigorous process to attempt to
accurately quantify the necessary allowance and related provision for loan
losses, but there can be no assurance that our modeling process will
successfully identify all of the losses that are probable in our loan
portfolio. As a result, we could record future provisions for loan losses
that may be significantly different than the levels that we have recorded
in the most recent quarter.
At June 30, 2005 we had approximately $12.3 million of real estate
mortgage loan servicing rights capitalized on our balance sheet. There are
several critical assumptions involved in establishing the value of this
asset including estimated future prepayment speeds on the underlying real
estate mortgage loans, the interest rate used to discount the net cash
flows from the real estate mortgage loan servicing, the estimated amount
of ancillary income that will be received in the future (such as late
fees) and the estimated cost to service the real estate mortgage loans. We
utilize an outside third party (with expertise in the valuation of real
estate mortgage loan servicing rights) to assist us in our valuation
process. We believe the assumptions that we utilize in our valuation are
reasonable based upon accepted industry practices for valuing mortgage
servicing rights and represent neither the most conservative or aggressive
assumptions.
We use a variety of derivative instruments to manage our interest rate
risk. These derivative instruments include interest rate swaps, collars,
floors and caps and mandatory forward commitments to sell real estate
mortgage loans. Under SFAS #133 the accounting for increases or decreases
in the value of derivatives depends upon the use of the derivatives and
whether the derivatives qualify for hedge accounting. In particular, we
use pay fixed interest-rate swaps to convert the variable rate cash flows
on short-term or variable rate debt obligations to fixed rates. At June
30, 2005 we had approximately $341 million in fixed pay interest rate
swaps being accounted for as cash flow hedges, thus permitting us to
report the related unrealized gains or losses in the fair market value of
these derivatives in other comprehensive income and subsequently
reclassify such gains or losses into earnings as yield adjustments in the
same period in which the related interest on the hedged item (primarily
short-term or variable rate debt obligations) affect earnings. The fair
market value of our fixed pay interest-rate swaps being accounted for as
cash flow hedges is approximately $1.5 million at June 30, 2005.
Our accounting for income taxes involves the valuation of deferred tax
assets and liabilities primarily associated with differences in the timing
of the recognition of revenues and expenses for financial reporting and
tax purposes. At December 31, 2004 we had recorded a net deferred tax
asset of $8.7 million, which included a net operating loss carryforward of
$6.8 million. We have recorded no valuation allowance on our net deferred
tax asset because we believe that the tax benefits associated with this
asset will more likely than not, be realized. However, changes in tax
laws, changes in tax rates and our future level of earnings can adversely
impact the ultimate realization of our net deferred tax asset.
At June 30, 2005 we had recorded $53.8 million of goodwill. Under SFAS
#142, amortization of goodwill ceased, and instead this asset must be
periodically tested for impairment. Our goodwill primarily arose from the
2004 acquisitions of Midwest and North, the 2003 acquisition of Mepco and
the past acquisitions of other banks and a mobile home loan origination
company. We test our goodwill for impairment utilizing the methodology and
guidelines established in SFAS #142. This methodology involves assumptions
regarding the valuation of the business segments that contain the acquired
entities. We believe that the assumptions we utilize are reasonable.
37
However, we may incur impairment charges related to our goodwill in the
future due to changes in business prospects or other matters that could
affect our valuation assumptions.
LITIGATION MATTERS
In May 2004, we received an unsolicited anonymous letter regarding certain
business practices at Mepco, which was acquired in April 2003 and is now a
wholly-owned subsidiary of Independent Bank. We processed this letter in
compliance with our Policy Regarding the Resolution of Reports on the
Company's Accounting, Internal Controls and Other Business Practices.
Under the direction of our Audit Committee, special legal counsel was
engaged to investigate the matters raised in the anonymous letter. This
investigation was completed during the first quarter of 2005 and we have
determined that any amounts or issues relating to the period after our
April 2003 acquisition of Mepco were not significant.
The potential amount of liability related to periods prior to our April
2003 acquisition date has been determined to not exceed approximately $5
million. This potential liability primarily encompasses funds that may be
due to former customers of Mepco related to loan overpayments or unclaimed
funds that may be subject to escheatment. Prior to our acquisition, Mepco
had erroneously recorded these amounts as revenue over a period of several
years. The final liability may, however, be less, depending on the facts
related to each loan account, the application of the law to those facts
and the applicable state escheatment requirements for unclaimed funds. In
the second quarter of 2004 we recorded a liability of $2.7 million with a
corresponding charge to earnings (included in non-interest expenses) for
potential amounts due to third parties (either former loan customers or to
states for the escheatment of unclaimed funds).
On September 30, 2004 we entered into an escrow agreement with the primary
former shareholders of Mepco. This escrow agreement was entered into for
the sole purpose of funding any obligations beyond the $2.7 million amount
that we already had accrued. The escrow agreement gives us the right to
have all or a portion of the escrow account distributed to us from time to
time if the aggregate amount that we (together with any of our affiliates
including Mepco) are required to pay to any third parties as a result of
the matters being investigated exceeds $2.7 million. At June 30, 2005, the
escrow account contained 90,766 shares of Independent Bank Corporation
common stock (deposited by the primary former shareholders of Mepco)
having an aggregate market value at that date of approximately $2.6
million. The escrow agreement contains provisions that require the
addition or distribution of shares of Independent Bank Corporation common
stock if the total market value of such stock in the escrow account falls
below $2.25 million or rises above $2.75 million. As a result of the
aforementioned escrow agreement as well as the $2.7 million accrual
established in the second quarter of 2004, we do not expect any future
liabilities (other than ongoing litigation costs) related to the Mepco
investigation.
The terms of the agreement under which we acquired Mepco, obligates the
former shareholders of Mepco to indemnify us for existing and resulting
damages and liabilities from pre-acquisition activities at Mepco. On April
12, 2005, we filed a Notice of Indemnification Claims with the former
shareholders of Mepco. In the notice, we requested the payment of all
accrued and incurred costs, liabilities and damages, and as permitted by
the Agreement, reimbursement of all potential contingent claims. Our
indemnification claims include approximately $1.0 million in costs that we
have incurred to date for the above described investigation. There can be
no assurance that we will successfully prevail with respect to these
claims.
On March 23, 2005 Edward M. Walder and Paul M. Walder (collectively the
"Walders") filed suit against Independent Bank Corporation and Mepco in
the Circuit Court of Cook County, Illinois. In general, the suit alleges
various breaches of the merger agreement between
38
Independent Bank Corporation and Mepco, the employment agreements with the
Walders and the above mentioned escrow agreement. The suit seeks
unspecified damages and rescission of the merger agreement, covenants not
to compete and the escrow agreement. We believe that the suit filed by the
Walders is without merit and intend to vigorously defend this matter.
On May 25, 2005 Independent Bank Corporation and Mepco filed suit against
the Walders and their respective trusts in Ionia County Circuit Court. In
general the suit seeks to enforce our indemnification rights under the
merger agreement and seeks damages as a result of the Walders breach of
the merger agreement and misrepresentations.
We are also involved in various other litigation matters in the ordinary
course of business and at the present time, we do not believe that any of
these matters will have a significant impact on our financial condition or
results of operation.
39
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No material changes in the market risk faced by the Registrant have occurred
since December 31, 2004.
Item 4.
CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
With the participation of management, our chief executive officer and
chief financial officer, after evaluating the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a -
15(e) and 15d - 15(e)) for the period ended June 30, 2005, have concluded
that, as of such date, our disclosure controls and procedures were
effective.
(b) Changes in Internal Controls.
During the quarter ended June 30, 2005, there were no changes in our
internal control over financial reporting that materially affected, or are
reasonably likely to materially affect, our internal control over
financial reporting.
40
Part II
Item 2. Unregistered sales of equity securities and use of proceeds
The following table shows certain information relating to purchases of
common stock for the three-months ended June 30, 2005 pursuant to the
our share repurchase plan:
Remaining
Total Number of Number of
Shares Purchased Shares
as Part of a Authorized for
Total Number of Average Price Publicly Purchase Under
Period Shares Purchased Paid Per Share Announced Plan(2) the Plan
- ------------ ---------------- -------------- ----------------- ----------------
April 2005(1) 305 27.32 305
May 2005 150,000 27.15 150,000
June 2005(1) 2,041 28.44 2,041
------- ----- ------- -------
Total 152,346 27.17 152,346 596,419
======= ===== ======= =======
(1)Represents shares purchased to fund our Deferred Compensation and
Stock Purchase Plan for Non-employee Directors.
(2)Our current stock repurchase plan authorizes the purchase up to
750,000 shares of our common stock. The repurchase plan expires on
December 31, 2005.
Item 4. Submission of Matters to a Vote of Security-Holders
Our Annual Meeting of Shareholders was held on April 26, 2005. As
described in our proxy statement, dated March 21, 2005, the following
matters were considered at that meeting:
(1) Election of directors:
Stephen L. Gulis, Jr., Terry L. Haske, and Charles A. Palmer were
elected to serve three-year terms expiring in 2008 and Michael M. Magee,
Jr. was elected to serve a one-year term expiring in 2006. Votes for and
votes withheld for each nominee were as follows:
Votes For Votes Withheld
---------- --------------
Stephen L. Gulis, Jr 17,408,334 707,967
Terry L. Haske 17,005,953 1,110,348
Charles A. Palmer 16,914,119 1,202,182
Michael M. Magee, Jr 17,428,662 687,639
Directors whose term of office as a director continued after the meeting
were Robert L. Hetzler, James E. McCarty, Jeffrey A. Bratsburg and
Charles C. Van Loan.
(2) An amendment to our Long-Term Incentive Plan to make an additional
750,000 shares of our common stock available under the plan was
approved. Votes for, votes against and abstentions were as follows:
Votes for: 10,251,865
Votes against: 2,316,793
Abstain: 412,218
41
Part II (continued)
Item 6. Exhibits
(a) The following exhibits (listed by number corresponding to the Exhibit
Table as Item 601 in Regulation S-K) are filed with this report:
11. Computation of Earnings Per Share.
31.1 Certificate of the Chief Executive Officer of Independent Bank
Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. 1350).
31.2 Certificate of the Chief Financial Officer of Independent Bank
Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. 1350).
32.1 Certificate of the Chief Executive Officer of Independent Bank
Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. 1350).
32.2 Certificate of the Chief Financial Officer of Independent Bank
Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. 1350).
42
SIGNATURES
Pursuant to the requirements 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.
Date August 5, 2005 By /s/ Robert N. Shuster
------------------------------------------
Robert N. Shuster, Principal Financial
Officer
Date August 5, 2005 By /s/ James J. Twarozynski
------------------------------------------
James J. Twarozynski, Principal
Accounting Officer
43
EXHIBIT INDEX
Exhibits
(a) The following exhibits (listed by number corresponding to the Exhibit
Table as Item 601 in Regulation S-K) are filed with this report:
11. Computation of Earnings Per Share.
31.1 Certificate of the Chief Executive Officer of Independent Bank
Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. 1350).
31.2 Certificate of the Chief Financial Officer of Independent Bank
Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. 1350).
32.1 Certificate of the Chief Executive Officer of Independent Bank
Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. 1350).
32.2 Certificate of the Chief Financial Officer of Independent Bank
Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. 1350).