1 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 SEPTEMBER 30, 1995 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at November 10, 1995 -------------------------- -------------------------------- Common stock, par value $1 2,709,038 2 INDEPENDENT BANK CORPORATION AND SUBSIDIARIES INDEX ----- Page Number(s) --------- PART I - Financial Information --------------------- Item 1. Consolidated Statements of Financial Condition September 30, 1995 and December 31, 1994 2 Consolidated Statements of Operations Three- and nine-month periods ended September 30, 1995 and 1994 3 Consolidated Statements of Cash Flows Nine-month periods ended September 30, 1995 and 1994 4 Consolidated Statements of Shareholders' Equity Nine-month periods ended September 30, 1995 and 1994 5 Notes to Interim Consolidated Financial Statements Three- and nine-month periods ended September 30, 1995 and 1994 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-13 PART II - Other Information ----------------- Item 6. Exhibits & Reports on Form 8-K 14 3 Part I. INDEPENDENT BANK CORPORATION AND SUBSIDIARIES Consolidated Statements of Financial Condition September 30, December 31, 1995 1994 ------------- -------------- (unaudited) ------------- -------------- Assets Cash and Cash Equivalents Cash and due from banks $ 18,368,000 $ 22,869,000 Federal funds sold 850,000 ------------- -------------- Total Cash and Cash Equivalents 18,368,000 23,719,000 ------------- -------------- Interest bearing deposits 200,000 200,000 Securities available for sale 42,197,000 52,756,000 Securities held to maturity (Fair value of $82,923,000 at September 30, 1995; $80,683,000 at December 31, 1994) 80,537,000 80,954,000 Real estate mortgage loans held for sale 4,782,000 5,933,000 Loans Commercial and agricultural 109,607,000 103,984,000 Real estate mortgage 220,960,000 166,794,000 Installment 81,710,000 65,947,000 ------------- -------------- Total Loans 412,277,000 336,725,000 Allowance for loan losses (5,249,000) (5,054,000) ------------- -------------- Net Loans 407,028,000 331,671,000 Property and equipment, net 9,833,000 9,493,000 Accrued income 4,505,000 4,045,000 Other assets 7,538,000 7,440,000 ------------- -------------- Total Assets $ 574,988,000 $ 516,211,000 ============= ============== Liabilities and Shareholders' Equity Deposits Non-interest bearing $ 46,958,000 $ 48,641,000 Savings and NOW 211,990,000 227,137,000 Time 149,578,000 133,693,000 ------------- -------------- Total Deposits 408,526,000 409,471,000 Federal funds purchased 21,000,000 13,900,000 Other borrowings 93,304,000 47,741,000 Accrued expenses and other liabilities 7,252,000 4,788,000 ------------- -------------- Total Liabilities 530,082,000 475,900,000 ------------- -------------- Shareholders' Equity Common stock, $1.00 par value-14,000,000 shares authorized; issued and outstanding: 2,705,724 shares at September 30, 1995 and 2,589,163 shares at December 31, 1994 2,706,000 2,589,000 Capital surplus 19,998,000 16,932,000 Retained earnings 22,528,000 22,910,000 Net unrealized loss on securities available for sale, net of related tax effect (326,000) (2,120,000) ------------- -------------- Total Shareholders' Equity 44,906,000 40,311,000 ------------- -------------- Total Liabilities and Shareholders' Equity $ 574,988,000 $ 516,211,000 ============= ============== See notes to interim consolidated financial statements. 2 4 INDEPENDENT BANK CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations Three Months Ended Nine Months Ended September 30, September 30, 1995 1994 1995 1994 ---- ---- ---- ---- (unaudited) (unaudited) ------------------ ------------------ Interest Income Interest and fees on loans $ 9,976,000 $ 7,399,000 $ 27,370,000 $ 21,148,000 Securities Taxable 1,508,000 1,678,000 4,808,000 5,008,000 Tax-exempt 447,000 429,000 1,328,000 1,290,000 Federal funds sold 7,000 29,000 19,000 334,000 Other investments 3,000 5,000 9,000 11,000 ------------- ------------ ------------ ------------- Total Interest Income 11,941,000 9,540,000 33,534,000 27,791,000 ------------- ------------ ------------ ------------- Interest Expense Deposits 3,169,000 2,645,000 9,193,000 8,397,000 Other borrowings 1,584,000 431,000 3,688,000 798,000 ------------- ------------ ------------ ------------- Total Interest Expense 4,753,000 3,076,000 12,881,000 9,195,000 ------------- ------------ ------------ ------------- Net Interest Income 7,188,000 6,464,000 20,653,000 18,596,000 Provision for loan losses 159,000 108,000 477,000 360,000 ------------- ------------ ------------ ------------- Net Interest Income After Provision for Loan Losses 7,029,000 6,356,000 20,176,000 18,236,000 ------------- ------------ ------------ ------------- Non-interest Income Service charges on deposit accounts 492,000 492,000 1,439,000 1,414,000 Net gains (losses) on asset sales Real estate mortgage loans 301,000 71,000 405,000 319,000 Securities (24,000) (58,000) (110,000) 110,000 Other income 288,000 279,000 922,000 861,000 ------------- ------------ ------------ ------------- Total Non-interest Income 1,057,000 784,000 2,656,000 2,704,000 ------------- ------------ ------------ ------------- Non-interest Expense Salaries and employee benefits 3,186,000 2,715,000 8,903,000 8,147,000 Occupancy, net 405,000 355,000 1,135,000 1,063,000 Furniture and fixtures 341,000 295,000 975,000 934,000 Other expenses 1,646,000 1,568,000 4,884,000 4,676,000 ------------- ------------ ------------ ------------- Total Non-interest Expense 5,578,000 4,933,000 15,897,000 14,820,000 ------------- ------------ ------------ ------------- Income Before Federal Income Tax 2,508,000 2,207,000 6,935,000 6,120,000 Federal income tax expense 713,000 630,000 1,948,000 1,699,000 ------------- ------------ ------------ ------------- Net Income $ 1,795,000 $ 1,577,000 $ 4,987,000 $ 4,421,000 ============= ============ ============ ============= Net Income Per Share $ .66 $ .57 $ 1.83 $ 1.60 Dividends Per Share Declared $ .229 $ .190 $ .686 $ .571 Paid .229 .190 .648 .524 See notes to interim consolidated financial statements. 3 5 INDEPENDENT BANK CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows Nine months ended September 30, 1995 1994 ---- ---- (unaudited) -------------------- Net Income $ 4,987,000 $ 4,421,000 Adjustments to Reconcile Net Income to Net Cash from Operating Activities Proceeds from sales of loans held for sale 33,439,000 32,779,000 Disbursements for loans held for sale (31,883,000) (32,475,000) Provision for loan losses 477,000 360,000 Deferred loan fees 23,000 (204,000) Depreciation, amortization of intangible assets and premiums and accretion of discounts on investment securities and loans 1,679,000 1,904,000 Net (gains) losses on sales of securities 110,000 (110,000) Net gains on sales of real estate mortgage loans (405,000) (319,000) Net gains on sales of property and equipment (8,000) (20,000) (Increase) decrease in accrued income and other assets (743,000) 164,000 Increase in accrued expenses and other liabilities 1,993,000 1,298,000 ------------ ------------- Total Adjustments 4,682,000 3,377,000 ------------ ------------- Net Cash from Operating Activities 9,669,000 7,798,000 ------------ ------------- Cash Flow from Investing Activities Net decrease in interest bearing deposits 200,000 Proceeds from sales of securities available for sale 13,152,000 23,033,000 Proceeds from maturities of securities held to maturity 10,925,000 20,296,000 Principal payments received on securities available for sale 863,000 215,000 Principal payments received on securities held to maturity 3,867,000 7,424,000 Purchases of securities available for sale (30,400,000) Purchases of securities held to maturity (15,715,000) (17,795,000) Portfolio loans made to customers net of principle payments received (75,788,000) (26,958,000) Acquisition of branch office 13,949,000 Capital expenditures (1,187,000) (959,000) Proceeds from sales of property and equipment 54,000 30,000 ------------ ------------- Net Cash from Investing Activities (49,880,000) (24,914,000) ------------ ------------- Cash Flow from Financing Activities Net decrease in total deposits (15,371,000) (24,076,000) Net increase in short-term borrowings 52,663,000 29,085,000 Retirement of debt (750,000) Dividends paid (1,758,000) (1,400,000) Proceeds from issuance of common stock 81,000 Repurchase of common stock (755,000) (457,000) ------------ ------------- Net Cash from Financing Activities 34,860,000 2,402,000 ------------ ------------- Net Decrease in Cash and Cash Equivalents (5,351,000) (14,714,000) Cash and Cash Equivalents at Beginning of Period 23,719,000 37,388,000 ------------ ------------- Cash and Cash Equivalents at End of Period $ 18,368,000 $ 22,674,000 ============ ============= Cash paid during the period for: Interest 12,530,000 9,501,000 Income taxes 2,150,000 1,691,000 Loans transferred to other real estate 367,000 246,000 Transfer of investment securities to available for sale classification 0 19,283,000 See notes to interim consolidated financial statements. 4 6 INDEPENDENT BANK CORPORATION AND SUBSIDIARIES Consolidated Statements of Shareholders' Equity Nine months ended September 30, 1995 1994 ---- ---- (unaudited) ------------------ Balance at beginning of period $ 40,311,000 $ 39,049,000 Net income 4,987,000 4,421,000 Cash dividends declared (1,861,000) (1,571,000) Issuance of common stock 430,000 347,000 Repurchase of common stock (755,000) (457,000) Net change in unrealized loss on securities available for sale, net of related tax effect 1,794,000 (1,659,000) -------------- ------------- Balance at end of period $ 44,906,000 $ 40,130,000 ============== ============= See notes to interim consolidated financial statements. 5 7 NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. In the opinion of management of the Registrant, the accompanying unaudited consolidated financial statements contain all the adjustments (consisting only of normal recurring accruals) necessary to present fairly the consolidated financial condition of the Registrant as of September 30, 1995 and December 31, 1994, and the results of operations for the three- and nine-month periods ended September 30, 1995 and 1994. 2. Management's 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 $3,199,000 at September 30, 1995, and $2,834,000 at December 31, 1994. (See Management's Discussion and Analysis of Financial Condition and Results of Operations). 3. The provision for income taxes represents federal income tax expense calculated using annualized rates on taxable income generated during the respective periods. 4. The results of operations for the nine-month period ended September 30, 1995, are not necessarily indicative of the results to be expected for the full year. 6 8 MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION This section presents Management's discussion and analysis of financial condition and results of operation for the Registrant and its bank subsidiaries (the "Banks"). Its purpose is to provide additional information that may be necessary to assess the consolidated financial statements contained elsewhere in this report. This section should be read in conjunction with the Registrant's 1994 Annual Report on Form 10- K. FINANCIAL CONDITION SUMMARY Assets totaled $575.0 million at September 30, 1995, compared to $516.2 million at December 31, 1994. The 11.4% increase in total assets is the result of an increase in loans that reflects implementation of Management's strategies to profitably deploy capital and enhance financial leverage. (See "Liquidity and capital resources".) Loans, excluding real estate mortgage loans held for sale, ("Portfolio Loans") increased by 22.4% to $412.3 million during the nine months ended September 30, 1995. Real estate mortgage loans increased by $54.2 million and account for approximately 72% of the $75.6 million increase in Portfolio Loans. The increase in real estate mortgage loans reflects the establishment of two loan production offices during the first quarter of 1995. Installment loans increased by $15.8 million and accounts for 21% of the increase in Portfolio Loans. The increase in such loans partially reflects indirect automobile financing by two of the Banks. Notwithstanding the acquisition of a branch office (See "Acquisitions"), total deposits at September 30, 1995, were largely unchanged from December 31, 1994. In addition to industry-wide trends, the decline in such deposits largely reflects the seasonal cash management needs of the municipalities served by the Banks. The Banks have utilized federal funds and other borrowings to fund the increase in Portfolio Loans. The use of such non deposit funds compliments the Banks' core deposits and is integral to Management's deposit pricing strategies. Such non-deposit funds are also structured to compliment the banks asset/liability needs and may further serve to reduce interest rate risk. (See "Asset/Liability Management".) ASSET QUALITY The Registrant provides certain commercial and retail loan services to the Banks, including credit analysis, underwriting and documentation services as well as loan review and compliance administration. The centralization of such administrative services provides the requisite controls required by the Registrant's decentralized management structure and also provides certain operating efficiencies. 7 9 The Registrant also maintains a senior loan committee that consists of commercial loan services personnel as well as the Banks' presidents and senior lenders. This committee considers policy issues and reviews certain loan proposals prior to presentation to the respective Bank's board of directors. Although total non-performing assets declined during the nine-month period, loans ninety days or more past due and still accruing interest increased to $759,000 at September 30, 1995, from $254,000 at December 31, 1994. A portion of the $505,000 increase in such loans reflects certain credits that have been renewed on substantially similar terms since September 30, 1995, and do not represent any unusual risk of loss. NON-PERFORMING ASSETS September 30, December 31, 1995 1994 ------------- ------------ Non-accrual loans $2,180,000 $2,052,000 Loans 90 days or more past due and still accruing interest 759,000 254,000 Restructured loans 260,000 528,000 ------------ ----------- Total non-performing loans 3,199,000 2,834,000 Other real estate 895,000 1,381,000 ------------ ----------- Total non-performing assets $4,094,000 $4,215,000 ============ =========== As a percent of total loans Total non-performing loans 0.78% 0.84% Total non-performing assets 0.99% 1.25% Allowance for loan losses as a percent of non-performing loans 164% 178% Impaired loans totaled approximately $2,200,000 at September 30, 1995. In addition to certain non-performing loans contained in the table above, such impaired loans include commercial and agricultural loans totaling $100,000 that have been separately identified as impaired. The Banks' average investment in impaired loans was approximately $2,000,000 during the nine-month period ended September 30, 1995. Interest income recognized on impaired loans for the three and nine-month periods ended September 30, 1995, totaled approximately $15,000 and $40,000, respectively. The provision for loan losses totaled $477,000 during the nine months ended September 30, 1995, compared to $360,000 during the comparable period of 1994. During those same periods, loans charged against the allowance, net of recoveries, amounted to $282,000 and $361,000, respectively. 8 10 ALLOWANCE FOR LOAN LOSSES Nine months ended September 30, 1995 1994 ---- ---- Balance at beginning of period $5,054,000 $5,053,000 Additions (deduction) Provision charged to operating expense 477,000 360,000 Recoveries credited to allowance 245,000 333,000 Loans charged against the allowance (527,000) (694,000) ---------- ---------- Balance at end of period $5,249,000 $5,052,000 ========== ========== Management's assessment of the allowance for loan losses is based on the composition of the loan portfolio, an evaluation of specific credits, historical loss experience, the level of non-performing loans and loans that have been identified as loans of concern. Certain impaired loans with a balance of approximately $500,000 had specific allocations, calculated in accordance with SFAS #114, totaling approximately $100,000 at September 30, 1995. At September 30, 1995, approximately 44% of the allowance for loan losses was allocated to specific loans or loan portfolios compared to 46% at December 31, 1994. ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES September 30, 1995 December 31, 1994 --------------------------- --------------------------- Percent of Percent of Allowance Loans to Allowance Loans to Amount Total Loans Amount Total Loans ----------- ----------- --------- ----------- Commercial and agricultural $1,570,000 26.6 % $1,655,000 30.9 % Real estate mortgage 169,000 53.6 177,000 49.5 Installment 556,000 19.8 474,000 19.6 Unallocated 2,954,000 2,748,000 ----------- --------- ---------- -------- Total $5,249,000 100.0 % $5,054,000 100.0 % =========== ========= ========== ======== LIQUIDITY AND CAPITAL RESOURCES Management views its ability to profitably deploy capital or otherwise maintain financial leverage as a prerequisite to the Registrant's continued success. The Banks' ability to originate Portfolio Loans and access non deposit funding sources has provided adequate means to maintain financial leverage during 1995. (See "Asset/liability management.") The Registrant's share repurchase plan, implemented during 1994, and its dividend policies, however, remain integral components of Management's capital management strategies. 9 11 CAPITAL RATIOS September 30, 1995 December 31, 1994 ------------------ ----------------- Equity capital 7.81% 7.81% Tangible equity capital 7.42 7.40 Primary capital 8.67 8.70 Tangible primary capital 8.29 8.30 Risk-based capital 12.48 13.03 Shareholders' equity totaled $44.9 million at September 30, 1995, compared to $40.3 million at December 31, 1994. The $4.6 million increase reflects the retention of earnings and a decrease in net unrealized losses on securities available for sale. Notwithstanding the $58.8 million increase in total assets, shareholders' equity was equal to 7.81% of total assets at September 30, 1995, unchanged from December 31, 1994. Excluding the impact of net unrealized losses on securities available for sale, however, shareholders' equity declined to 7.86% of total assets from 8.17%. ASSET/LIABILITY MANAGEMENT The Bank's competitive position within many of the markets served by the branch networks limits the ability to materially increase deposits without adversely impacting the weighted-average cost of core deposits. Accordingly, the Banks continue to employ pricing tactics that are intended to enhance the value of core deposits and rely on strategies that utilize federal funds and other borrowings, principally advances from the Federal Home Loan Bank ("FHLBI"), to fund increases in Portfolio Loans. (See "Net interest income".) The retention of fixed-rate real estate mortgage loans is not consistent with the Banks' asset/liability needs and the majority of such loans are sold to mitigate exposure to changes in interest rates. Adjustable-rate and balloon real estate mortgage loans may, however, be profitably funded with FHLBI advances and the retention of such loans is a principal focus of Management's effort to maintain financial leverage. (See "Non interest income".) The Banks continue to maintain portfolios of U.S. Treasury notes that are included in securities available for sale. During the nine months ended September 30, 1995, the Banks sold such securities with an aggregate market value of $13,152,000 compared to $23,033,000 during the comparable period of 1994. The decline in sales of securities available for sale reflects Management's assessment of reinvestment opportunities and the Banks' asset/liability management needs. 10 12 RESULTS OF OPERATIONS SUMMARY Net income increased to $1,795,000 during the three months ended September 30, 1995, from $1,577,000 during the comparable period of 1994. Net income for the nine-month periods in 1995 and 1994 totaled $4,987,000 and $4,421,000, respectively. The increases in net income during both the three- and nine-month periods principally reflect increases in net interest income. Key performance ratios for the three- and nine-month periods ended September 30, 1995 and 1994, are set forth below. KEY PERFORMANCE RATIOS Three months Nine months ended September 30, ended September 30, 1995 1994 1995 1994 ---- ---- ---- ---- Return on Average assets 1.28 % 1.31 % 1.26 % 1.23 % Average equity 16.07 15.58 15.60 15.00 Earnings per common share $.66 $.57 $1.83 $1.60 NET INTEREST INCOME Increases in net interest income from the comparable periods in 1994 principally reflect increases in average earning assets. Although the implementation of strategies to enhance financial leverage has diluted tax equivalent net interest income as a percent of average earning assets, Management estimates that such strategies have contributed approximately $500,000 and $1,500,000 to net interest income during the three- and nine-month periods, respectively. NET INTEREST INCOME AND SELECTED RATIOS Three months Nine months ended September 30, ended September 30, 1995 1994 1995 1994 ---- ---- ---- ---- Average earning assets (In thousands) $524,797 $443,261 $501,274 $443,156 As a percent of average earning assets Tax equivalent interest income 9.20% 8.74% 9.13% 8.59% Interest expense 3.59 2.75 3.44 2.77 Tax equivalent net interest income 5.61 5.98 5.69 5.81 Average earning assets as a percent of average assets 94.51% 92.62% 94.34% 92.36% Free-funds ratio 11.74% 11.91% 11.44% 11.46% 11 13 An increase in Portfolio Loans and loans held for sale as a percent of average earning assets also had a positive impact on net interest income. During the nine months ended September 30, 1995 and 1994, Portfolio Loans and loans held for sale were equal to 74.4% and 67.2% of average earning assets, respectively. NON-INTEREST INCOME Excluding the impact of gains and losses on the sale of real estate mortgage loans and securities available for sale, non-interest income during the three and nine months ended September 30, 1995, was largely unchanged from the corresponding periods of 1994. Excluding such gains and losses, non-interest income totaled $780,000 and $771,000, respectively, during the three-month periods in 1995 and 1994. Excluding such gains and losses during the nine-month periods of 1995 and 1994, non-interest income would have totaled $2,361,000 and $2,275,000, respectively. Net gains on the sale of real estate mortgage loans totaled $301,000 during the three months ended September 30, 1995, compared to $71,000 during the comparable period of 1994. During the nine months ended September 30, 1995 and 1994, the Banks realized gains totaling $405,000 and $319,000, respectively. Gains on the sale of such real estate mortgage loans during future accounting periods will be largely dependent on the banks ability to originate such loans, which may be dependent upon economic conditions, as well as competitive factors and other considerations. Three months ended Nine months ended September 30, September 30, 1995 1994 1995 1994 -------------------------- --------------------------- Mortgage loan originations 55,900,000 27,300,000 118,100,000 69,500,000 Mortgage loan sales 18,653,000 8,224,000 33,439,000 32,779,000 Gain on the sale of mortgage loans 301,000 71,000 405,000 319,000 Percent of mortgage loan gains to mortgage loan sales 1.61% .86% 1.21% .97% The Banks' realized net losses of $110,000 on the sale of securities available for sale during the nine-month period in 1995, compared to net gains of $110,000 during the comparable period of 1994. (See "Asset/liability management".) Gross realized gains and losses during the nine month period ending September 30, 1995, were $7,000 and $117,000 respectively. Future sales of securities available for sale will be dependent upon the Banks' asset/liability management needs and available reinvestment opportunities. 12 14 NON-INTEREST EXPENSE From the comparable periods in 1994, non-interest expense increased by 13.1% to $5,578,000 and by 7.3% to $15,897,000, during the three- and nine-month periods, respectively. The banks recognized an approximate $240,000 decrease in FDIC deposit insurance premiums during the three-month period in 1995. This decrease was offset, however, by increases in salaries and benefits, principally commissions and other salaries that relate to the origination of real estate mortgage loans. These expenses account for more than 70% of the increase in total non- interest expense during both periods. An increase in incentive compensation accruals and a provision for environmental remediation also contributed to the increase in non-interest expense. Two properties, originally classified as other real estate, are in the process of environmental remediation. These two properties were covered under the Michigan Underground Storage Tank Financial Assurance fund, "MUSTFA". MUSTFA announced that it would not fund claims filed after June 29, 1995. Accordingly, the banks have provided for substantially all remaining costs to remediate these properties, as estimated by environmental engineers retained by the banks. ACQUISITIONS On August 28, 1995, one of the Banks purchased certain real and personal property, and assumed deposit liabilities associated with a branch facility located in Clio, Michigan. On the date of closing, the branch had deposits of $14.4 million. STATEMENT OF FINANCIAL ACCOUNTING STANDARDS In May 1995, the Financial Accounting Standards Board adopted Statement of Financial Accounting Standards, No. 122 ("SFAS 122"), "Accounting for Mortgage Servicing Rights". SFAS #122 will require the banks to prospectively recognize as separate assets rights to service mortgage loans for others, however those servicing rights are acquired. This statement will also require the banks to assess these mortgage servicing rights for impairment based on the fair value of those rights. Although earlier adoption is permitted, the banks will adopt the standard in 1996 as required. Based upon the Bank's present volume of loan sales, implementation will not have a material effect on the Registrants' financial statements. 13 15 Item 6. Exhibits & Reports on Form 8-K (a) Exhibit Number & Description None. (b) Reports on Form 8-K During the quarter ended September 30, 1995, there were no reports filed on Form 8-K 14 16 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 November 10, 1995 By /s/ William R. Kohls -------------------------- -------------------------- William R. Kohls, Principal Financial Officer Date November 10, 1995 By /s/ James J. Twarozynski -------------------------- -------------------------- James J. Twarozynski, Principal Accounting Officer 17 EXHIBIT INDEX SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE - ------- ------------- ------------ 27 -- Financial Data Schedule