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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2001
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Perod from to
----- -----
--------------------------
STURGIS BANCORP, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN
(State of incorporation or organization)
0-49613 38-3609814
(Commission File No.) (IRS - Employer Identification Number)
113-125 E. Chicago Road, Sturgis, MI 49091
(Address of Registrant's principal executive offices)
(616) 651-9345
Registrant's telephone number, including area code
Securities Registered pursuant to Section 12(b) of the Act:
NONE
Securities Registered pursuant to Section 12(g) of the Act:
Common Stock
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in the definitive proxy or information statement
incorporated by reference in Part III of this From 10-K or any amendment to this
Form 10-K. [X]
The aggregrate market value of common stock held by non-affiliates of the
registrant as of March 15, 2002 was $27,474,273.
The number of shares outstanding of the registrant's common stock as of March
15, 2002 was 2,986,334.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders dated March 28, 2002 to be
delivered to shareholders are incorporated herein by reference into Part II.
Portions of the definitive Proxy Statement dated March 28, 2002 to be delivered
to shareholders in connection with the Annual Meeting of Shareholders to be held
April 30, 2002 are incorporated by reference into Part III.
PART I.
FORWARD LOOKING STATEMENTS
This report contains statements that constitute forward-looking
statements. These statements appear in several places in this report and include
statements regarding intent, belief, outlook, objectives, efforts, estimates or
expectations of the Company, primarily with respect to future events and the
future financial performance of the Company. Any such forward-looking statements
are not guarantees of future events or performance and involve risks and
uncertainties, and actual results may differ materially from those in the
forward-looking statement. Factors that could cause a difference between an
ultimate actual outcome and a preceding forward-looking statement include, but
are not limited to, changes in interest rates and interest rate relationships;
demand for products and services; the degree of competition by traditional and
non-traditional competitors; changes in banking laws and regulations; changes in
tax laws; changes in accounting principles; changes in prices, levies, and
assessments; the impact of technological advances; government and regulatory
policy changes; the outcome of any pending and future litigation and
contingencies; trends in consumer behavior and ability to repay loans; and
changes of the world, national and local economies. The Company undertakes no
obligation to update, amend or clarify forward-looking statements as a result of
new information, future events, or otherwise.
ITEM 1. BUSINESS
BACKGROUND
On December 11, 2001, the shareholders of Sturgis Bank and Trust
Company (the "Bank") approved the reorganization of the Bank to become a wholly
owned subsidiary of Sturgis Bancorp, Inc. (the "Company"), a financial holding
company. The Company is a financial holding company under the Bank Holding
Company Act of 1956, as amended. This reorganization was approved at a special
meeting of the shareholders of the Bank on December 11, 2001. The necessary
affirmative vote of the holders of at least two-thirds (2/3) of the Bank's
common stock (of which 3,101,534 shares were outstanding on October 30th, 2001
the record date for the meeting) was obtained.
Prior to the special meeting of the shareholders of the Bank, the Bank
and the Company received the necessary approvals from the Board of Governors of
the Federal Reserve and the Federal Deposit Insurance Corporation. On December
21, 2001, the Michigan Department of Consumer and Industry Services, Office of
Financial and Insurance Services, Division of Financial Institutions approved
the consolidation to complete the consummation of the Company acquiring one
hundred percent of the issued and outstanding common stock of Sturgis Bank &
Trust Company. This reorganization became effective as of the opening of
business on January 1, 2002.
With the consummation of the reorganization, each outstanding share of
the Bank's outstanding common stock, $1.00 par value, has been converted into
one share of the Company's common Stock, $1.00 par value. The shareholders of
the Bank and their percentage of shareholder ownership, immediately prior to the
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consummation of the reorganization are identical to those of the Company
immediately after consummation of the reorganization.
Based upon the reorganization of the Bank described above, the
Company's common stock was deemed registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a)
promulgated thereunder. The Company filed a Form 8-K with the Securities and
Exchange Commission as a successor issuer to the Bank as required by paragraph
(f) of Rule 12g-3 under the Securities Exchange Act of 1934. Pursuant to
paragraph (g) of Rule 12g-3 under the Exchange Act, the Company, as the
successor issuer, is responsible for making the necessary annual filings for the
Bank, the predecessor issuer.
As a result of the above described reorganization, the meetings,
events, descriptions, financial information, and other information contained
below for events that took place in calendar year 2001 relate the Company while
it operated as the Bank and prior to the effective date of the reorganization
(effective January 1, 2002).
THE BANK AND THE COMPANY
For 2001, Sturgis Bank & Trust Company (the "Bank") was a
state-chartered savings bank located in Sturgis, Michigan. The Bank began
operations in 1905 as a state chartered savings and loan association and in 1988
converted from a federally chartered mutual savings bank to a federally
chartered stock savings bank. In 1999, the Bank was approved by the State of
Michigan to become a Michigan savings bank. The principal business of the Bank
is to accept savings deposits from the general public and make single family
mortgage loans and to a lesser extent, consumer and commercial loans. The Bank
established a trust department in 1997 and expanded its commercial loan
department in 1998. The Bank conducts business from its main office in Sturgis,
Michigan and 9 full-service branch offices located in Bronson, Centreville,
Climax, Coldwater, Colon, South Haven, Sturgis, Three Rivers and White Pigeon,
Michigan. The Bank also operates one limited services branch in Sturgis,
Michigan.
The Bank's primary market area is in St. Joseph County, Michigan. This
County has a population of approximately 64,422 with the two main areas of
population concentrated in Sturgis and Three Rivers with approximate populations
of 11,285 and 7,328, respectively. Bronson, Centreville, Climax, Coldwater,
Colon, South Haven and White Pigeon have approximate populations ranging from
1,200 to 10,000. Most individuals within the Bank's market area live within 25
miles of their places of employment.
St. Joseph County has a stable economy, which, the Bank believes, is in
large part due to its business diversity. It is a rural county that has a large
agricultural base but also has a diverse industrial base. Some of the larger
manufacturers in the area produce truck bodies, infant formula, machine tools,
plastic products, paper board, mirrored acrylic, pressure sensitive labels,
orthotic devices, automotive transmissions, and other automotive parts and
accessories. There are numerous tool and die as well as mold shops, both large
and small.
Based upon Michigan Department of Career Development-Labor Market
Information Office records, Michigan had an unemployment rate of 6.0% and
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St. Joseph County had a rate of 7.0% as of December 2001. Based upon Bureau of
Labor Statistics data, the United States had an unemployment rate of 5.8% as of
December 2001.
QUARTERLY FINANCIAL DATA
Interest Net Interest Net Earnings
Quarter Ended Income Income Income Per Share
- --------------------------------------------------------------------------------
March 31, 2000 $4,514,703 $2,075,557 $417,710 $0.13
June 30, 2000 4,757,514 2,147,037 646,258 0.21
Sept. 30, 2000 4,874,202 2,163,991 175,733 0.06
Dec. 31, 2000 4,992,505 2,226,137 577,165 0.19
March 31, 2001 5,046,847 2,247,622 568,940 0.18
June 30, 2001 5,184,735 2,431,923 783,967 0.25
Sept. 30, 2001 4,962,617 2,424,973 779,485 0.25
Dec. 31, 2001 4,744,268 2,432,537 655,545 0.21
RECENT DEVELOPMENTS
During January 2002, the Board of Directors of the Company, the parent
company of the Bank, approved a program to repurchase up to 10% of the Company's
issued and outstanding common stock in the open market and in privately
negotiated transactions. Through March 15, 2002, the Company has redeemed
115,200 shares at a total redemption price of approximately $1,050,000.
LENDING ACTIVITIES
GENERAL. The Bank primarily concentrates its lending activities in the
origination of residential mortgage loans. At the present time, the lending
activities include three principal areas: mortgage loans on residential
properties, mortgage loans on commercial properties and consumer loans.
RESIDENTIAL LENDING. In the mortgage lending area, the current activity
of the Bank is primarily mortgage lending on one-to-four family residential
properties. The types of mortgage loans offered by the Bank are:
1) one and three-year adjustable rate mortgage loans whose
rates and monthly payments are adjusted based on the movement of a
predetermined index. When these loans become due, they are repaid,
renewed or converted to another type of mortgage loan. If the borrower
chooses to renew or convert these loans, they may do so at the then
current rate and term;
2) fixed-rate, fixed-term loans. A majority of long term loans
are written in anticipation of their resale in the secondary market;
and
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3) second mortgage equity loans, written as a line of credit,
typically, up to 90% of value including the first mortgage. Interest
rates are floating based on the Wall Street Journal prime lending rate.
The Bank's mortgage loans are offered at competitive rates on
amortization terms of up to 30 years. The Bank generally provides escrow
accounts for payment of property taxes and insurance with monthly mortgage
payments including the escrow payment.
Mortgage loans are generally made on one-to-four family units, and will
be considered on units of larger size. Most conventional loans made by the Bank
are for single-family homes.
Conventional mortgage loans are normally offered for up to 95% of the
lesser of appraised value or purchase price. Where a loan is made in excess of
80% of appraised value, the borrower is normally required to obtain private
mortgage insurance coverage or a similar guarantee. High ratio loans are usually
limited to owner-occupied residences. The Bank also offers mortgages through the
Farmers Home Administration Guarantee Program.
It is the general practice of the Bank to renew balloon mortgages as
they come due with the use of a modification rider. The mortgage is modified to
the interest rate currently offered by the Bank for new mortgages of similar
terms. The Bank may deny a renewal for any reason, such as a history of
delinquency and/or deterioration of the loan's collateral, or liquidity needs of
the Bank.
LOAN ORIGINATION AND PROCESSING. The Bank originates real estate loans
primarily in south central and southwestern Michigan. To a limited extent the
Bank also originates real estate loans in northeastern Indiana. Mortgage,
consumer loans and commercial loans come from a number of sources, including
depositors, current borrowers, walk-in customers, advertisement, real estate
brokers, builders and direct solicitation of retail and commercial businesses.
The Bank believes it maintains a relatively conservative posture with
regard to the loan amount in relationship to the appraised value of any
particular property. Generally, residential loans are originated at an amount
between 80% and 90% of appraised value. Loans on multifamily and commercial
properties typically have a maximum loan-to-value ratio of 75%.
The residential loans made by the Bank range from three to 30 years and
the commercial real estate loans generally range from three to 15 years.
Borrowers may refinance or prepay their loans without penalty. Residential loans
usually remain outstanding an average of 7 years based on historical data of
prepayments.
The Bank's mortgage lending is subject to loan origination procedures
prescribed by the Board of Directors. Independent fee appraisers appraise real
estate securing loans made by the Bank. Each approved loan application typically
requires a recent appraisal. In connection with loans on new construction, the
appraisal is subject to a re-certification of value at the time of completion. A
detailed loan application is obtained to determine the borrower's financial
ability to repay. The significant items on these applications are verified
through the use of credit reports, financial statements and confirmations.
Depending upon the size and type of loan, the application is reviewed and
4
approval is determined by either the loan officer, the loan committees, or the
entire Board of Directors by applying the underwriting standards established in
policies approved by the Board of Directors.
In most cases the Bank requires title insurance insuring the Bank's
lien on the mortgaged real estate. Borrowers must also obtain hazard insurance
coverage naming the Bank as lien holder prior to closing. When required by
federal regulations, flood insurance must also be obtained. Borrowers may be
required to advance funds on a monthly basis together with each payment of
principal and interest to a mortgage loan escrow account, from which the Bank
makes disbursements for items such as real estate taxes and private mortgage
insurance premiums.
PURCHASE AND SALE OF LOANS. The Bank's residential loan strategy is
primarily to originate loans that are eligible for sale in the secondary
mortgage market. The Bank retains servicing rights to enhance its portfolio. The
Bank may sell newly originated loans or loans currently held in its portfolio,
when it believes that the sale of these loans is advantageous.
Loans are sold on a non-recourse basis to the Federal Home Loan
Mortgage Corporation at a minimum yield of .25% to the Bank as servicing income,
plus an applicable premium. Loan servicing fee income in 2001 was $284,699 or
6.35% of noninterest income. Loan servicing fee income as a percentage of net
interest income for the years ended December 31, 2001, 2000, 1999 and 1998 was
2.99%, 2.81%, 2.89% and 2.99%, respectively.
The Bank has the authority to purchase and sell mortgage loans and
mortgage participations. From time to time, the Bank purchases mortgage-backed
securities guaranteed or insured by the Federal National Mortgage Association,
the Federal Home Loan Mortgage Corporation, or the Government National Mortgage
Association. Principal mortgage-backed securities carry a variable rate feature.
At December 31, 2001, 3.4%, or $7.4 million, of the Bank's net loan portfolio
was serviced by others.
An asset is recorded on the balance sheet for Mortgage Servicing
Rights. At December 31, 2001 and 2000 the balance was $1,281,208 and $841,096,
respectively.
When loans are sold, the Bank retains responsibility for servicing the
loans. Gains or losses on such sales are recognized at the time of the sale and
are determined by the present value of the difference between the servicing rate
received and a normal servicing spread.
LOAN COMMITMENTS. In making one-to-four-family home mortgage loans, the
Bank charges the applicant a non-refundable application fee. The interest rate
on such loans is normally the prevailing rate at the time the loan application
is approved.
The Bank also issues individual loan commitments on existing homes
including the refinancing of existing home loans. Commitments on adjustable rate
loans are usually issued at current market rates and fees. On fixed-rate loans,
the rate is set at the borrower's acceptance of the commitment. The commitment
usually extends for 30 days. Loans to be sold in the secondary market are sold
immediately and fees are collected from the borrower to cover any penalty in the
event the loan is not closed and cannot be delivered to the buyer. Certain fixed
rate, short-term mortgages (mostly less than 10 years) are retained in the
5
Bank's portfolio. Commitments, fees, rates and other terms of commercial and
multifamily residential loans are individually negotiated.
The proportion of the total value of commitments derived from any
particular category of loans varies from time to time and depends upon market
conditions. As of December 31, 2001, the Bank had commitments of $15.8 million
and $9.3 million on variable rate and fixed rate loans, respectively. The source
of funds to meet these commitments is substantially the sale of mortgage loans
in the secondary market and FHLB advances.
ONE-TO-FOUR UNIT FAMILY RESIDENTIAL LENDING. One-to-four family
owner-occupied residential lending is the major portion of the Bank's lending
activity. The balances of one-to-four unit residential loans decreased from
$163.2 million, or 72.99% of net loans receivable, as of December 31, 2000 to
$151.8 million, or 69.26% of net loans receivable, as of December 31, 2001. This
decrease is primarily due to loans refinanced in the lower interest rate market
during 2001.
INCOME-PRODUCING PROPERTY LENDING. As of December 31, 2000,
approximately $34.9 million, or 15.92% of the Bank's total loan portfolio, net,
consisted of real estate loans secured by income-producing properties. The
Bank's income-producing property loans include permanent loans secured by
apartments and other business properties primarily within St. Joseph County. The
Bank's largest outstanding income-producing property loan totaled $2.8 million
as of December 31, 2001. The Bank has not experienced any substantial losses
from its income-producing property portfolio.
Independent appraisals are normally performed for loans secured by
income producing property. The Bank currently invests in loans equal to 75% of
the lesser of the appraised value or the purchase price of the property. The
Bank's Board of Director's underwriting policies consider the terms of the loan,
the credit worthiness and experience of the borrower, the location and quality
of the collateral, the debt service coverage ratio and the past performance of
the project.
Income-producing property loans present a higher level of risk than
loans secured by one-to-four-family residences. This increase in risk is due to
several factors, including the concentration of principal in a limited number of
loans and borrowers, the effects of general economic conditions and the
increased difficulty of evaluating, monitoring and liquidating these types of
loans.
ONE-TO-FOUR UNIT RESIDENTIAL CONSTRUCTION LENDING. The Bank's
construction loans are made to finance construction of owner-occupied,
single-family residences. Most construction loans are made to the homeowner. The
Bank also finances a limited number of speculation construction projects of
select contractors, which are sold upon completion. Construction loans are
generally on an interest-only basis with terms of 6 months or less, and are for
the most part concentrated within a 50 mile radius of the Bank's main office.
Loan proceeds are disbursed in increments as construction progresses. The amount
of each disbursement is based on the construction cost estimate of an inspector
who inspects the project in connection with each disbursement request.
Residential construction loans, net of $3.3 million of loans in
process, aggregated $5.1 million as of December 31, 2001, representing 2.33% of
6
the Bank's net loan portfolio.
CONSUMER LENDING. The Bank originates consumer loans to the general
public. These loans are generally for personal, family or household purposes,
such as the financing of home improvements and automobiles. The Bank also offers
consumer loans to its depositors secured by their savings, passbook or
certificate accounts. The underwriting standards employed by the Bank for
consumer loans consider the applicant's payment history and the financial
ability to pay the proposed loan. The stability of the applicant's monthly
income is determined by verification of gross monthly income from private
employment and verifiable secondary income. Although the applicant's credit
worthiness is important, the underwriting process includes a comparison of the
value of the security, if any, in relation to the proposed loan amount. As of
December 31, 2001, the Bank had $15.9 million in consumer nonmortgage loans
outstanding. The Bank's consumer loans represent 7.24% of the Bank's net loan
portfolio.
The Bank offers overdraft checking account loans with the limits set
on an individual basis depending on the account holder's ability to repay and
credit record.
Auto and personal loans are usually secured by collateral. Most loan
payments are due on a monthly basis. The repayment term on consumer loans made
by the Bank generally ranges from one to 10 years. The Bank does not engage in
any indirect lending.
COMMERCIAL LENDING. Commercial loans are available to purchase
commercial real estate, for working capital or to purchase equipment. The
amortization schedules for real estate and equipment purchase loans are matched
to the useful life of the collateral pledged to secure the loan. Pricing for
conventional real estate and equipment loans are generally fixed for a maximum
of three to five years, or have a variable rate that is tied to the prime rate
as published in the Wall Street Journal. Working capital loans are normally
secured by accounts receivable and inventory. Working capital loans are usually
priced at a variable rate that is tied to the prime rate, with a one year
maturity. The Bank offers business operating lines of credit to assist with
short-term cash flow needs. These short-term loans normally have variable rates
and are tied to the prime rate, and normally mature in one year. As of December
31, 2001, the Bank had $12.9 million in commercial nonmortgage loans
outstanding. The Bank's commercial loans represent 5.89% of the Bank's net loan
portfolio.
ASSET QUALITY AND CREDIT RISK MANAGEMENT
The Bank's primary lending activity is mortgages on single-family,
owner occupied homes. The Bank also offers commercial loans. Most commercial
loans are secured by real estate. However, the borrower's ability to repay the
loan is generally dependent on the success of their business. Consumer loans are
also more risky because they may not be collateralized or the collateral
securing these loans may decrease in value more rapidly than residential real
estate. The Bank has adopted a Commercial Lending Policy and a Consumer Loan
Policy that attempt to minimize risk on these loans. The Bank's policies set
maximum loan authorities, identify employee positions authorized to originate
loans, and establish audit and underwriting standards for each type of loan
offered by the Bank.
7
Credit risk refers to the potential for losses on assets due to
borrowers' defaults and the decline in the value of collateral. The Bank's Asset
Classification and Internal Loan Review Policy requires audits of loan files to
determine adherence to loan policies and procedures, early identification of
problem assets, review of negative results to detect weaknesses in the Bank's
policy, and reports to the Board of Directors regarding the status and quality
of assets. The policy also establishes an asset classification and loan loss
reserve system.
Loans are classified as substandard, doubtful, or loss. Allowances for
loan losses are established on substandard loans ranging from 5% on
single-family residential mortgage loans to 100% on substantially delinquent
unsecured loans. Any unsecured loan is considered a loss when it is delinquent
90 days.
LOAN PORTFOLIO COMPOSITION
The following table sets forth information concerning the composition
of the Bank's loan portfolio (including loans held for sale) in dollar amounts
and in percentages by type of loan and type of security on the dates indicated.
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At December 31,
----------------------------------------------------------------------------
2001 2000 1999
---- ---- ----
------------------------- ------------------------ -------------------------
Amount Percent Amount Percent Amount Percent
------------------------- ------------------------ -------------------------
Mortgage loans:
Loans on existing property $176,552,922 80.58% $172,857,255 77.32% $155,336,051 75.31%
Insured or guaranteed real estate loans 11,027,824 5.03% 11,631,417 5.20% 14,716,720 7.13%
Residential participations purchased 7,421,180 3.39% 9,984,544 4.47% 12,097,185 5.86%
Nonresidential participations purchased 9,654 0.00% 10,253 0.00% 10,764 0.01%
Nonmortgage loans:
Commercial nonmtg loans 12,906,602 5.89% 12,780,883 5.72% 11,673,025 5.66%
Commercial nonmtg participations purchased - 0.00% - 0.00% - 0.00%
Student loans 7,462 0.00% 20,784 0.01% 27,287 0.01%
Deposit account loans 571,740 0.26% 420,711 0.19% 164,713 0.08%
Home improvement loans 714,386 0.33% 1,478,183 0.66% 1,859,281 0.90%
Other consumer loans 14,577,529 6.65% 16,690,110 7.46% 14,238,471 6.90%
-------------- ---------- -------------- --------- --------------- ---------
Total loans 223,789,299 102.13% 225,874,140 101.03% 210,123,497 101.87%
Less -
Loans in process 3,257,555 1.49% 1,212,498 0.54% 2,732,760 1.32%
Deferred loan fees 91,791 0.04% 248,782 0.11% 353,041 0.17%
Unearned interest 26,013 0.01% 35,043 0.02% 42,674 0.02%
Allowance for loan losses 1,300,000 0.59% 803,744 0.36% 730,000 0.35%
-------------- ---------- -------------- --------- --------------- ---------
Loans receivable, net $219,113,940 100.00% $223,574,073 100.00% $206,265,022 100.00%
============== ========== ============== ========= =============== =========
The conventional real estate loans are
secured as follows:
One to four family residential $154,399,203 70.47% $164,967,395 73.79% $157,716,099 76.46%
Commercial and multifamily residential 35,937,018 16.40% 27,216,007 12.17% 20,586,146 9.98%
-------------- ---------- -------------- --------- --------------- ---------
Total conventional real estate loans $190,336,221 86.87% $192,183,402 85.96% $178,302,245 86.44%
============== ========== ============== ========= =============== =========
AT DECEMBER 31,
---------------
1998 1997
---- ----
Amount Percent Amount Percent
------------------------- ------------------------
Mortgage loans:
Loans on existing property $128,194,980 71.87% $126,951,389 74.94%
Insured or guaranteed real estate loans 13,938,560 7.81% 7,748,029 4.57%
Residential participations purchased 15,052,062 8.44% 18,918,855 11.17%
Nonresidential participations purchased 11,363 0.01% 14,310 0.01%
Nonmortgage loans:
Commercial nonmtg loans 7,125,317 3.99% 5,544,572 3.27%
Commercial nonmtg participations purchased 2,250,000 1.26% - 0.00%
Student loans 36,024 0.02% 74,301 0.04%
Deposit account loans 199,664 0.11% 85,436 0.05%
Home improvement loans 3,074,908 1.72% 1,890,753 1.12%
Other consumer loans 12,646,758 7.09% 11,661,116 6.88%
-------------- ---------- -------------- ---------
Total loans 182,529,636 102.33% 172,888,761 102.06%
Less -
Loans in process 2,770,482 1.55% 1,992,894 1.17%
Deferred loan fees 646,559 0.36% 722,372 0.43%
Unearned interest 53,848 0.03% 80,278 0.05%
Allowance for loan losses 686,896 0.39% 692,787 0.41%
-------------- ---------- -------------- ---------
Loans receivable, net $178,371,852 100.00% $169,400,430 100.00%
============== ========== ============== =========
The conventional real estate loans are
secured as follows:
One to four family residential $139,858,013 78.41% $138,948,285 82.02%
Commercial and multifamily residential 13,181,168 7.39% 11,195,967 6.61%
-------------- ---------- -------------- ---------
Total conventional real estate loans $153,039,181 85.80% $150,144,252 88.63%
============== ========== ============== =========
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The following table presents information regarding scheduled principal
repayments of commercial and construction loans as of December 31, 2001:
Year 1 >1-5 Years >5 Years Total
---------------------------------------------------------------
Commercial nonmortgage loans
Fixed 3,217,960 3,493,817 268,069 6,979,846
Adjustable 3,622,585 1,482,751 821,420 5,926,756
---------------------------------------------------------------
Total commercial nonmortgage loans 6,840,545 4,976,568 1,089,489 12,906,602
Real estate - construction, net 5,940,584 - - 5,940,584
The following table shows real estate loan origination and purchase
activity amounts of the Bank for the periods indicated:
Loans originated for YEAR ENDED DECEMBER 31,
the purpose of: -----------------------
2001 2000 1999
---- ---- ----
Construction $13,658,233 $5,363,180 $11,891,117
Purchase/refinance 71,172,560 54,936,618 58,557,947
Sale 77,333,342 14,356,352 19,149,144
Total real estate ----------------------------------------------------
loans originated 162,164,135 74,656,150 89,598,208
Loans purchased - - -
Loans sold (74,319,076) (13,883,962) (23,217,127)
Loan principal reductions (87,316,948) (48,449,439) (41,417,326)
Increase in real estate loans ----------------------------------------------------
receivable (before net items) $528,111 $12,322,749 $24,963,755
====================================================
INTEREST RATES AND FEE INCOME
The Bank earns interest income from its lending activities. Interest
rates are effected primarily by market and general economic conditions and such
other factors as monetary policies of the Federal government, including the
Federal Reserve Board, the general supply of money in the economy, legislative
tax policies, governmental budgetary matters and the Bank's cost of funds.
The Bank also earns income from fees in the form of origination fees,
late charges, checking account fees and fees for other miscellaneous services.
Income from loan origination and commitment fees and other fees are
volatile sources of
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income varying with the volume and type of loans and commitments made and
purchased, and with competitive and economic conditions. Loan origination fees
and points collected, net of direct origination costs, are deferred for
financial reporting purposes in accordance with Statement of Financial
Accounting Standards No. 91 "Accounting for Nonrefundable Fees and Costs
Associated with Originating or Acquiring Loans and Initial Direct Costs of
Leases."
NONPERFORMING LOANS
GENERAL. The Competitive Equality Banking Act of 1987 ("CEBA") mandated
certain requirements for the accounting and reporting of slow loans. CEBA
requires the Bank to classify all assets, make general and specific allowances
for possible loan losses, generate internal loan classifications, create a
special mention category, and appraise all real estate owned.
Classifications under CEBA are consistent with classification systems
of other federal banking agencies.
The Bank makes provisions for loan losses in accordance with the
changes in the credit risk of the loan portfolio. The provisions are based on
the historic loss experience of the Bank, adjusted for the increasing credit
risk inherent in the growing commercial loans. The Bank makes general provisions
by loan category; residential mortgages, nonresidential mortgages, commercial
loans, home equity loans, second mortgages, consumer loans and deposit account
loans. Commercial loans and nonresidential mortgages are graded on an 8-point
scale, based on the credit quality. Loan grades are reviewed annually. The grade
of the loan determines the allowance for losses. Loans graded 6 or higher are
assigned a specific reserve, determined by management's assessment of risk.
ALLOWANCE FOR LOAN LOSSES. In addition to the specific reserves, the
Bank maintains general reserves against possible loan losses, calculated as a
percentage of total loans. The following table provides an analysis of the
historical loss experience on loans:
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Balance at the beginning of the period $803,744 $730,000 $686,896 $692,787 $456,440
Charge-offs:
Real estate - construction - - - - -
Real estate - mortgage (269,130) (626,377) (15,000) (123,309) (74,363)
Commercial and Installment loans (338,087) (212,123) (127,890) (77,831) (65,095)
------------------------------------------------------------------------
Total charge-offs (607,217) (838,500) (142,890) (201,140) (139,458)
Recoveries:
Real estate - construction - - - - -
Real estate - mortgage 21,344 563,235 3,000 16,081 -
Commercial and Installment loans 25,935 40,009 78,994 5,255 37,491
------------------------------------------------------------------------
Total recoveries 47,279 603,244 81,994 21,336 37,491
Net charge-offs (559,938) (235,256) (60,896) (179,804) (101,967)
Provision for loan losses 1,056,194 309,000 104,000 173,913 338,314
Balance at the end of the period $1,300,000 $803,744 $730,000 $686,896 $692,787
========================================================================
11
Ratio of net charge-offs during the period to
average loans outstanding during the period 0.25% 0.11% 0.03% 0.10% 0.06%
Allowance for loan losses to total loans 0.58% 0.36% 0.35% 0.39% 0.41%
Nonperforming assets to total assets 1.55% 0.86% 0.80% 0.74% 0.88%
Allowance for loan losses to nonperforming assets 29.91% 34.50% 36.50% 38.98% 39.32%
The following table shows the allocation of the allowance for loan
losses as of the dates indicated by loan type:
December 31,
--------------------------------------------------------------------------------------------------
2001 2000 1999 1998
--------------------------------------------------------------------------------------------------
Percent of Percent of Percent of Percent of
Loans in Loans in Loans in Loans in
Each Each Each Each
Category to Category to Category to Category to
Amount Total Loans Amount Total Loans Amount Total Loans Amount Total Loans
--------------------------------------------------------------------------------------------------
Real estate - construction 34,737 2.33% 23,871 1.74% - 2.36% - 2.91%
Real estate - mortgage 762,113 84.54% 373,397 84.22% 360,518 84.07% 381,269 88.13%
Other loans 503,150 13.13% 406,476 14.04% 369,482 13.57% 305,627 8.96%
--------------------------------------------------------------------------------------------------
Total allowance for loan
losses $1,300,000 100.00% $803,744 100.00% $730,000 100.00% $686,896 100.00%
==================================================================================================
-----------------------
1997
-----------------------
Percent of
Loans in
Each
Category to
Amount Total Loans
-----------------------
Real estate - construction - 2.10%
Real estate - mortgage 398,571 86.58%
Other loans 294,216 11.32%
-----------------------
Total allowance for loan
losses $692,787 100.00%
=======================
CLASSIFIED ASSETS. If a mortgage loan borrower fails to make a
required payment on a loan, the Bank attempts to cure the deficiency by
contacting the borrower. Printed delinquent notices are sent after five days
past due and a second notice after 15 days past due. The borrower is charged a
late fee of 4% of the delinquent mortgage payment amount. Direct contact is made
after a payment is more than 30 days past due, and in many cases in less than 30
days. In most cases, deficiencies are cured promptly. If deficiencies are not
cured within 90 days, or satisfactory arrangements to cure the delinquency are
not made, then the Bank, at the discretion of the Board of Directors, will
foreclose the mortgage. Periodic inspections are made of the property to
determine the status of the collateral. If foreclosed, the property will be sold
at a public sale, and usually is purchased by the Bank subject to redemption
rights of the borrower.
As these redemption rights may extend for periods of one to 12 months,
an effort is made to obtain the property much sooner through a deed in lieu of
foreclosure. Property acquired by the Bank through foreclosure or deed in lieu
of foreclosure is classified as "Real Estate Owned" until it is sold or
otherwise disposed.
Consumer loan borrowers who fail to make payments are contacted to cure
the delinquency and in most cases the delinquency is quickly corrected. The Bank
recognizes that greater diligence is required in the collection of a consumer
loan than a mortgage, because of the depreciable nature of the collateral. First
payment defaults require immediate personal attention by the loan officer in
order to establish good payment habits or discover early that a collection
problem may exist.
12
When an installment loan payment is 10 days late, a late charge of 5%
of the payment, up to $15.00 is charged and a notice mailed to the borrower.
Notices are mailed every 10 days thereafter until the payments are brought up to
date. Direct contact with the borrower is made before an account reaches 30 days
past due.
When a consumer loan reaches 90 days in arrears, the Board of Directors
of the Bank will review the account to determine if the possibility of a loss
exists and may classify the account as substandard, doubtful, or loss, according
to the criteria contained in the Bank's Asset Classification Policy and federal
regulations. Substandard and doubtful classification may require an allowance to
be set up at the discretion of the Bank's Board of Directors. A loss will be
charged off against the allowance for possible loan losses. Unsecured
installment loans will automatically be classified as a loss when they are 120
days delinquent.
If an account continues to deteriorate to a point that it is 90 days
past due, immediate steps are taken to collect payments due to date, secure
additional collateral, or repossess existing collateral. The Bank retains
collateral obtained as a result of loan default as an asset until sold or
disposed of in a different manner.
Loans in nonaccrual status as of December 31, 2001 consisted of
residential and commercial real estate loans, for which foreclosure has begun or
full collection of the loan is questionable. Based on historical experience, the
Bank does not place mortgage loans (other than loans in the foreclosure process)
in nonaccrual status until the carrying value (loan balance plus accrued
interest less specific valuation allowance) exceeds an estimate of the market
value of the collateral securing the loan.
The following table presents the aggregate amount of troubled loan
categories as of the end of the period indicated:
As of December 31,
---------------------------------------------------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Past due - 90 days or greater $1,073,625 $1,314,288 $1,142,680 $1,619,254 $1,283,052
Nonaccrual loans 2,821,965 911,610 487,574 - -
Real estate owned 451,173 103,500 369,952 478,677 479,061
---------------------------------------------------------------
Total nonperforming assets 4,346,763 2,329,398 2,000,206 2,097,931 1,762,113
Restructured assets 1,381,920 1,030,858 514,746 466,000 680,913
---------------------------------------------------------------
Total troubled assets $5,728,683 $3,360,256 $2,514,952 $2,563,931 $2,443,026
===============================================================
Ratio of troubled assets to
total loans 2.61% 1.50% 1.22% 1.44% 1.44%
===============================================================
Ratio of troubled assets to
total assets 2.05% 1.24% 1.00% 1.08% 1.21%
===============================================================
INVESTMENT ACTIVITIES
The Bank has the authority to invest in various types of liquid assets,
including short-term United States Treasury obligations and securities of
various federal agencies, certificates of deposit at insured financial
13
institutions, banker's acceptances, and federal funds.
December 31,
---------------------------------------------------------------------------
2001 2000 1999
---------------------------------------------------------------------------
Book % of Book % of Book % of
Value Total Value Total Value Total
---------------------------------------------------------------------------
Investment securities:
U.S. Treasury and agency securities $ 549,996 7.87% $4,439,731 46.38% $10,549,781 70.96%
Obligations of states and political 2,320,298 33.22% 1,634,630 17.08% 1,094,045 7.36%
subdivisions
FHLB stock 4,115,400 58.91% 3,497,500 36.54% 3,222,800 21.68%
---------------------------------------------------------------------------
Total investment securities and
FHLB stock $6,985,694 100.00% $9,571,861 100.00% $14,866,626 100.00%
===========================================================================
Mortgage-backed securities
GNMA $544,363 52.64% $ 702,576 55.69% $ 847,583 55.78%
FNMA 350,712 33.91% 398,136 31.56% 455,453 29.97%
FHLMC 120,763 11.68% 138,620 10.99% 188,451 12.40%
---------------------------------------------------------------------------
Subtotal 1,015,838 98.23% 1,239,332 98.24% 1,491,487 98.16%
Unamortized premium, net 18,281 1.77% 22,253 1.76% 28,021 1.84%
---------------------------------------------------------------------------
Total mortgage-backed securities $1,034,119 100.00% $1,261,585 100.00% $1,519,508 100.00%
===========================================================================
The following table sets forth the composition of the Bank's investment
and mortgage-backed securities at the dates indicated:
December 31, 2001
-----------------
Less than 1 to 5 5 to 10 More than
1 year years years 10 years Total
---------------------------------------------------------------
Investment securities
U.S. Treasury and agency securities $ 49,992 $ 500,004 $ - $ - $ 549,996
Obligations of states and political 555,860 1,001,066 763,372 - 2,320,298
subdivisions
---------------------------------------------------------------
Total investment securities $ 605,852 $1,501,070 $ 763,372 $ - $2,870,294
===============================================================
Mortgage-backed securities $ - $ - $ - $1,034,119 $1,034,119
===============================================================
The Bank may also invest a portion of its assets in certain commercial
paper and corporate debt securities. The Bank is also authorized to invest in
mutual funds and stocks whose assets conform to the investments that the Bank is
authorized to make directly.
Under FDIC regulations, the Bank must maintain minimum levels of liquid
assets specified by FDIC, which vary from time to time. See "Supervision and
Regulation-LIQUIDITY". Liquidity may increase or decrease depending upon the
availability of funds and comparative yields on investments in relation to
return on loans.
Historically, the Bank has maintained its liquid assets above the
minimum requirements imposed by FDIC regulations and at a level believed
adequate to meet requirements of normal banking activities, repayment of
14
maturing debt and potential savings outflows. Cash flow projections are
regularly reviewed and updated to assure that adequate liquidity is provided. At
December 31, 2001, the Bank's liquidity ratio (liquid assets as a percentage of
net withdrawable savings and current borrowings) was 12.97%. See "Supervision
and Regulation - LIQUIDITY."
SOURCES OF FUNDS
DEPOSIT ACCOUNTS. Deposits are an important source of the Bank's funds
for use in lending and for other general business purposes. The Bank currently
offers several types of savings programs including passbook and statement
accounts, NOW accounts, Super NOW accounts, money-market accounts, fixed-rate
and fixed-term certificates of deposit, among others. The Bank currently changes
the interest rates paid on these types of accounts from time to time. The Bank
is not limited to a maximum rate of interest it may pay on savings deposits
under federal regulations. The Bank is also authorized to accept non-interest
bearing checking deposits from businesses or organizations.
At December 31, 2001 approximately 54.5%, or $96.8 million, of the
Bank's deposits consisted of various savings and demand deposit accounts from
which customers are permitted to withdraw funds at any time without penalty.
Interest is earned on passbook and statement savings accounts from the
date of deposit to the date of withdrawal and credited quarterly. Interest is
earned on NOW accounts from the date of deposit to the date of withdrawal and
credited monthly. The Asset Liability Management Committee of the Bank
establishes the interest rate on these accounts.
The Bank also makes available to its depositors a number of savings
certificates with varying terms and interest rates so as to be competitive in
its market area. These certificates have minimum requirements as well.
15
The following table sets forth the change in composition of deposit
account types offered by the Bank at the dates indicated:
Balance at Balance at
Dec. 31, % of Increase Dec. 31, % of Increase
2001 Deposits (Decrease) 2000 Deposits (Decrease)
------------------------------------------ ----------------------------------------
Passbook and savings $38,075,301 21.44% 2,563,070 $35,512,231 20.42% 1,387,210
NOW accounts 47,170,900 26.56% 6,949,453 40,221,447 23.14% (2,447,195)
Noninterest-bearing deposits 9,335,727 5.26% (501,460) 9,837,187 5.66% 1,637,840
Money market deposit and
Super NOW accounts 2,236,021 1.26% (402,226) 2,638,247 1.52% (638,410)
Certificates of deposit:
Six-month money
market certificates 5,052,665 2.84% 2,755,822 2,296,843 1.32% (3,180,023)
IRA certificates 10,949,040 6.16% 193,824 10,755,216 6.19% (191,689)
Jumbo certificates 13,550,878 7.63% 4,472 13,546,406 7.79% 3,855,774
Other certificates 51,232,128 28.85% (7,815,619) 59,047,747 33.96% 9,751,968
----------------------------------------- ----------------------------------------
Total $177,602,660 100.00% $3,747,336 $173,855,324 100.00% $10,175,475
========================================= ========================================
Balance at
Dec. 31, % of Increase
1999 Deposits (Decrease)
------------------------------------------
Passbook and savings $34,125,021 20.84% (1,866,093)
NOW accounts 42,668,642 26.07% 627,886
Noninterest-bearing deposits 8,199,347 5.01% 176,275
Money market deposit and
Super NOW accounts 3,276,657 2.00% (581,936)
Certificates of deposit:
Six-month money
market certificates 5,476,866 3.35% (9,034,005)
IRA certificates 10,946,905 6.69% (695,587)
Jumbo certificates 9,690,632 5.92% (1,627,434)
Other certificates 49,295,779 30.12% 4,241,182
------------------------------------------
Total $163,679,849 100.00% ($8,759,712)
==========================================
16
The following table shows the amount and interest rates of certificates
of deposit accounts with balances of $100,000 or greater issued by the Bank as
of December 31, 2001.
Weighted
Maturity Date Amount Average Rate
------------- ------ ------------
01/01/2002 - 03/31/2002 $2,856,278 3.245%
04/01/2002 - 06/30/2002 4,214,215 4.415%
07/01/2002 - 12/31/2002 2,340,595 5.271%
After 12/31/2002 5,685,887 6.031%
---------------------------------
Total $15,096,575 4.936%
=================================
BORROWINGS. In addition to savings deposits, the Bank obtains funds
from loan repayments, from advances from the FHLB and other borrowings. Loan
repayments are a relatively stable source of funds, while savings inflows and
outflows are significantly influenced by general interest rates and money market
conditions. Borrowings may be used on a short-term and long-term basis to
compensate for reductions in normal sources of funds, such as savings inflows at
less than projected levels. They may also be used on a longer-term basis to
support expanded activities. Historically, the Bank has borrowed primarily from
the FHLB.
Outstanding FHLB borrowings and advances as of December 31, 2001
totaled $70.1 million compared to $67.4 million as of December 31, 2000 and
$59.1 million as of December 31, 1999. The weighted average interest rate on
FHLB borrowings and advances outstanding as of December 31, 2001 was 5.68%, as
of December 31, 2000 was 6.40% and as of December 31, 1999 was 5.04%.
The Bank obtains advances from the FHLB upon the security of its
mortgage loan portfolio. See "Supervision and Regulation - FEDERAL HOME LOAN
BANK SYSTEM. Such advances are made pursuant to several different credit
programs. Each credit program has its own interest rate and range of maturities,
and the FHLB prescribes acceptable uses to which the advances pursuant to each
program may be put as well as limitations on the size of such advances. These
limitations are based both on a fixed percentage of assets and the borrower's
credit worthiness. The FHLB is required to review its credit limitations and
standards at least once every 6 months. FHLB advances have from time to time
been available to meet seasonal and other withdrawals of savings accounts and to
expand lending. At December 31, 2001, FHLB had fixed-rate advance offerings of
2.65% for one year and 4.46% for three years.
Under current FDIC regulations, there are no limitations on the amount
of borrowings that can be obtained by the Bank. See "Supervision and Regulation
- - FEDERAL HOME LOAN BANK SYSTEM."
COMPETITION
The Bank experiences substantial competition in attracting and
retaining savings deposits and in lending funds. Direct competition for savings
deposits comes from other savings banks, commercial banks, and credit unions.
Additional significant competition for savings deposits comes from money-market
mutual funds and corporate and government debt securities.
17
The primary factors in competing for loans are interest rates and loan
origination fees and the range of services offered by the various financial
institutions. Competition for origination of real estate loans normally comes
from other savings banks, savings and loan associations, commercial banks,
credit unions, mortgage bankers, mortgage brokers and insurance companies. The
Bank has been able to compete effectively in its primary market area. The Bank
considers its primary competition to be other savings banks, savings and loan
associations, and commercial banks. The Bank continues to rank as the primary
mortgage lender in St. Joseph County, Michigan.
The Riegle-Neal Interstate Banking and Branching Efficiency Act affects
the ability of bank holding companies to branch into states other than the bank
holding company's home state, and the ability of banks in different states to
merge. The Bank may be indirectly affected by increased competition from out of
state banks and bank holding companies entering into the Bank's market.
In St. Joseph County, in which the Bank has offices, the Bank's
competitors include eight commercial banks, one savings bank and five credit
unions, some of which have assets which are substantially larger than the Bank.
TRUST DEPARTMENT
The Bank began to offer full trust services on January 2, 1997. The
Bank is staffed with two experienced trust officers who were formerly with
another local financial institution. The trust department offers trust,
custodial, and agency accounts to its customers within the Bank's market area.
It is anticipated that the operations of the trust department will not only
fulfill trust needs of the Bank's current customers but will also attract new
customers to the Bank. The Trust Department's net income was $97,465, $105,104
and $50,719 for the years ended December 31, 2001, 2000 and 1999, respectively.
SERVICE CORPORATION ACTIVITIES
The Bank has three wholly-owned service corporations, Oakleaf Financial
Services, Inc., previously SFB Agency, Ludington Service Corporation, First
Michiana Development Corporation of Sturgis, all incorporated under the laws of
the State of Michigan. First Michiana Development Corporation holds stock in a
reinsurance bank, title insurance agency and its largest asset is an equity
investment in a limited partnership providing low-income housing. The total
investment in this limited partnership as of December 31, 2001 was $224,080.
(See Note 1 of the Notes to Consolidated Financial Statements). This limited
partnership, titled H.O.M.E. Limited Dividend Housing Association Limited
Partnership, is a 70 unit apartment complex in Holland, Michigan which provides
housing for low income senior citizens. The project is designed to provide
investors with low income housing tax credits under Section 42 of the Internal
Revenue Code. Neither Ludington nor First Michiana have been actively operating
within the past few years; their sole function currently is to hold investments.
The Bank purchased all of the outstanding stock of SFB Agency, Inc. in 1995 for
$1,000. On January 14, 2000, SFB Agency, Inc. purchased McKillen Financial, Inc.
SFB Agency, Inc.'s name was changed to Oakleaf Financial Services, Inc. Oakleaf
Financial Services, Inc. sells securities and insurance products provided by a
third party securities firm and an insurance agency. As of December 31, 2001,
Oakleaf Financial Services, Inc. had six full time employees.
18
The Bank also established Oak Mortgage, LLC in 2001. Oak Mortgage
services existing loans of the Bank and originates new mortgages for the Bank.
Net income derived from the subsidiary activities is included in the
consolidated statements of income for the Bank.
EMPLOYEES
As of December 31, 2001, the Bank employed 120 employees including 24
part-time employees. Management considers its relations with its employees to be
excellent.
The Bank provides its full-time employees with hospitalization and
major medical insurance, paid sick leave, life insurance and short-term
disability benefits. The Bank also has a non-contributory, defined benefit
retirement plan sponsored by Pentegra (formerly known as the Financial
Institutions Retirement Fund). The Bank's employees are not represented by a
collective bargaining group.
SUPERVISION AND REGULATION
GENERAL. State chartered savings banks, such as the Bank, are regulated
by the Michigan Division of Financial Institutions of the Office of Financial
and Insurance Services ("DFI") and FDIC and have their savings deposits insured
by the SAIF, administered by the FDIC. The Bank is subject to periodic DFI and
FDIC examinations to test compliance by an institution with various regulatory
requirements. This supervision and regulation is intended primarily for the
protection of the depositors. Although the FDIC rating for the Bank cannot be
publicly disclosed, the following areas of regulatory requirements demonstrate
the scope and degrees of compliance by the Bank.
In addition to laws that affect businesses in general, thrift
institutions are subject to a number of federal and state laws and regulations
which have a material impact on their business. These include, among others,
state usury laws, state laws relating to fiduciaries, the Truth In Lending Act,
the Truth In Savings Act, the Equal Credit Opportunity Act, the Fair Credit
Reporting Act, the Expedited Funds Availability Act, the Community Reinvestment
Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures
Act, the Bank Secrecy Act, the Omnibus Financial Institutions Reform, Recovery
and Enforcement Act ("FIRREA"), the FDIC Improvement Act of 1991 ("FDICIA"),
electronic funds transfer laws, redlining laws, antitrust laws, environmental
laws, and privacy laws. Violation of these laws could result in significant
fines and penalties upon banks and their directors and officers.
The Company is a financial holding company organized under the Bank
Holding Company Act of 1956, as amended, and the regulations promulgated
thereunder. Under the Bank Holding Company Act, the Company is regulated by the
Board of Governors of the Federal Reserve. The Company is also governed by the
Financial Services Modernization Act discussed in the following section "New
Regulatory Developments."
19
NEW REGULATORY DEVELOPMENTS. In 1999, the Financial Services
Modernization Act (Gramm-Leach-Bliley Act of 1999) was passed by Congress and
was signed into law by the President on November 12, 1999. This Act represents a
broad reform of federal regulation of financial services. Enactment of this Act
makes it easier for affiliations between banks, securities firms, and insurance
companies to take place and provides for functional regulation of these
entities.
While this new Act repeals certain pre-existing legislation preventing
cross-industry affiliations and provides a framework for achieving the Act's
purposes, many details of implementing the changes authorized by the Act will be
the subject of regulations to be adopted in the future by the Federal Reserve
Board, the Securities and Exchange Commission, and other relevant federal
agencies.
Although the Act is designed to increase competition and could have
long-range impact on the competition of the Bank, the management of the Bank
believes that there will be no immediate impact on the Bank's performance.
The Federal Reserve Board submitted a proposal to permit electronic
delivery of federally mandated disclosures under Regulation B, E, M, Z and DD.
The Federal Reserve Board also instituted changes and regulations requiring
"more prominent" disclosures of APR's fees and other charges for credit and
charge card solicitation and applications. The Securities and Exchange
Commission instituted rules under the use of external auditors to perform
internal audit functions. Also the FRB, FDIC, OCC and OTS instituted rules
regarding disclosure of certain agreements made to fulfill Community
Re-Investment Act Requirements ("CRA Sunshine"). There are also new proposals,
that have yet to be acted, which include the implementation of Fair Credit
Reporting Act requirements regarding sharing of consumer information with
affiliates to proposed amendments and regulations regarding predatory lending
issues. The Federal Reserve Board is also considering proposed changes to
Regulation E requiring posting of ATM fees. While management does not believe
that any of the new regulations will have a serious impact on the operations of
the Bank, these items are currently under review to determine advantages and
disadvantages relative to the shareholders.
In June 1998, Statement of Financial Accounting Standard No. 133 (FAS
133), ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES was issued
and became effective for fiscal years beginning after June 2000. FAS 133
requires that all derivative instruments be recorded on the balance sheet at
their fair value. Changes in the fair value of derivatives are recorded each
period in current earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge transaction and, if it is, the type
of hedge transaction. The accounting for derivatives had no effect on the Bank.
In June 2001, Statement of Financial Accounting Standards No. 142 (FAS
142), GOODWILL AND OTHER INTANGIBLE ASSETS" was issued and is effective for
fiscal years beginning after December 15, 2001. Under FAS 142, identifiable
intangible assets that meet certain criteria will continue to be amortized over
their estimated useful lives. However, goodwill and non-identifiable intangible
assets will no longer be amortized. Instead, these assets will be evaluated for
impairment on an annual basis. If an asset is deemed to be impaired, the asset
will be written down through an adjustment to current earnings. As a result of
20
adopting FAS 142, the Bank will no longer be amortizing goodwill.
It is possible additional legislation and administrative actions
affecting the banking industry are being considered and in the future may be
considered by the United States Congress, state legislatures and various
regulatory agencies, including those referred to above. It cannot be predicted
with certainty whether such legislation or administrative action will be enacted
or the extent to which the banking industry in general or the Bank would be
affected.
REGULATORY CAPITAL REQUIREMENTS. As of December 31, 2001, the Bank was
subject to the capital adequacy regulations adopted by the FDIC. Failure to meet
minimum capital requirements can initiate certain mandatory and discretionary
actions by regulators that could have a direct material effect on the Bank's
financial statements. Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, the Bank must meet specific capital
guidelines that involve quantitative measures of the Bank's assets, liabilities,
and certain off-balance sheet items as calculated under regulatory accounting
principles.
Quantitative measures established by regulation to ensure capital
adequacy require the Bank to maintain minimum amounts and ratios (See Note 11 -
Regulatory Matters in the Notes to Consolidated Financial Statements).
The Bank's actual total capital as of December 31, 2001 was $24.6
million, or 13.3% of risk-weighted assets, compared to $18.4 million, or 10.0%
of risk-weighted assets to be classified as well-capitalized.
The Bank's actual Tier 1 capital as of December 31, 2001 was $23.3
million, or 12.6% of risk-weighted assets, compared to $11.1 million, or 6.0% of
risk-weighted assets to be classified as well-capitalized.
The Bank's actual Tier 1 capital as of December 31, 2001 was $23.3
million, or 8.6% of adjusted assets of $271.5 million, compared to $13.6
million, or 5.0% of adjusted assets to be classified as well-capitalized.
The tangible assets of the Bank as of December 31, 2001 were $274.6
million with tangible capital of $23.3 million, or 8.5%, compared to a
requirement of 3.0% to be adequately capitalized.
Risk-weighted assets are the total assets of the Bank multiplied by
risk-weighting percentages assigned in the capital regulations. Risk-weighting
percentages range from 0% to 100%, depending on the regulatory definition of the
risk profile of the underlying assets. The Bank's risk-weighted assets totaled
$184.2 million as of December 31, 2001, which created a risk-based capital
requirement of $14.7 million. The Bank's risk-based capital was $24.6 million or
13.3% as of December 31, 2001.
During 1998 and until March 1, 1999, the Bank was regulated by the
Office of Thrift Supervision ("OTS"). The OTS has a semiannual assessment
schedule based on asset size. The semiannual assessment for the first half of
1999, based on September 30, 1998 total assets, was $28,643, paid on
21
February 1, 1999. The OTS does not pro-rate its assessments even though the Bank
was no longer regulated by the OTS as of March 1, 1999. In addition to the OTS
assessment for the first half of 1999, the Bank was subject to assessments from
the DFI beginning March 1, 1999. The assessment from the DFI for calendar year
1999 was $24,114, which was paid during the third quarter of 1999. The DFI
assessment for 1999 was based on total assets as of December 31, 1998. The DFI
assessment for calendar year 2000, based on total assets as of December 31,
1999, was $17,852, due to a decrease in the assessment rates. The DFI assessment
for calendar year 2001, based on total assets as of December 31, 2000, was
$26,428.
INSURANCE OF ACCOUNTS. The Bank's savings accounts are insured up to
applicable limits of the Savings Association Insurance Fund ("SAIF"). As federal
supervisory agency over state chartered savings banks, the FDIC issues
regulations, conducts examinations and generally supervises the operations of
such SAIF insured institutions. Any institution that does not operate in
accordance with or conform to applicable regulations, policies and directives
may be sanctioned for noncompliance. For example, proceedings may be instituted
against any insured institution or any director, officer, or employee of such
institution who engages in unsafe and unsound practices, including the violation
of applicable laws and regulations. As administrator of SAIF, the FDIC has the
authority to terminate insurance of savings accounts pursuant to procedures
established for that purpose. If the FDIC terminates insurance of accounts, the
deposits in the institution subject to termination proceedings will continue to
be insured by the SAIF for a period of two years following the date of
termination.
USURY LIMITATIONS. The Depository Institutions Deregulation and
Monetary Control Act of 1980 provides that it preempts state usury laws on
residential first mortgage loans unless the applicable state legislature acted
to override the preemption within three years of enactment. The Michigan
legislature did not act to override the federal preemption and currently does
not limit the rate of interest to be charged on mortgage loans by institutions
such as the Bank. On some types of consumer loans, Michigan usury laws limit,
the rates that may be charged by the Bank. Further, with the exception of
Michigan criminal usury statutes, there are no interest rate limits on most
commercial loans to business entities. The conversion of the Bank from a
federally chartered stock savings bank to a Michigan savings bank did not change
the effect on the Bank.
QUALIFIED THRIFT LENDER TEST. The Bank must maintain its status as a
"qualified thrift lender" ("QTL") in order to exercise the powers granted to a
state charted savings bank and maintain full access to FHLB advances. The Bank
will remain a QTL if its qualified thrift investments continue to equal or
exceed 50% of the savings association's portfolio assets. As of December 31,
2001 the Bank had substantially more than 50% of its portfolio assets invested
in qualified investments, due to its concentration in residential mortgage
lending.
As a Michigan savings bank, failure to maintain QTL status would
require the Bank to repay all outstanding FHLB advances, recapture its bad debt
reserve allowed under federal income tax, and dispose of or discontinue any
preexisting investments or activities not permitted for both savings
institutions and national banks. Management believes that the chance of the Bank
failing to maintain its QTL status is remote.
22
LOANS TO ONE BORROWER. The Bank may lend up to 15% of the sum of
capital (common stock) and surplus (additional paid-in capital). Upon a 2/3 vote
by the Board of Directors of the bank, the limitation may be increased to 25% of
the sum of capital and surplus. The 25% limitation restricts loans to one
borrower to $5.9 million at December 31, 2001, which the Bank has not exceeded.
As a Michigan savings bank, the Commissioner of the DFI has discretion to
determine the Bank's percentage limit on loans to one borrower.
DEMAND ACCOUNTS. In the past, a savings institution was restricted to
having a demand account with certain entities (nonpersonal accounts) only if a
lending relationship existed. That restriction has been lifted, however the
accounts still may not pay interest. This enables the Bank to increase its lower
cost deposit base.
TRANSACTIONS WITH AFFILIATES. FIRREA reinstates restrictions on
transactions with affiliates that were formerly imposed by the CEBA. FIRREA
further modifies other provisions pertaining to prohibited transactions with
affiliates that were formerly contained in the National Housing Act. The
restrictions of the Federal Reserve Act, specifically Sections 23A and 23B, have
been adopted by FIRREA, as follows:
1. Loans and extensions of credit to an affiliate cannot exceed
10% of an association's capital stock and surplus and must be
collateralized 100% to 130%, depending on the form of
collateral.
2. Aggregate loans and extensions of credit to all affiliates
cannot exceed 20% of the association's capital stock and
surplus.
3. Low quality assets may not be purchased from an affiliate.
4. Loans and extensions of credit to affiliates must be at market
rates and terms.
The Bank has no transactions that would cause a violation of any of
these regulations.
TRUTH IN SAVINGS. The final Truth in Savings regulation went into
effect on June 22, 1993. The regulation requires uniform calculation and
disclosure of interest-related features of accounts, as well as all service fees
assessed on consumer deposit accounts.
APPRAISAL POLICIES. The Bank's management must develop, implement and
maintain appraisal policies and practices. The statement of policy provides
guidance to management concerning relevant and accepted appraisal standards to
be considered in the development of an institution's appraisal guidelines.
Management is required to develop and adopt guidelines for hiring appraisers,
including consideration of education, experience and membership in professional
organizations. In addition, management is required to review periodically the
performance of approved appraisers.
FEDERAL RESERVE SYSTEM. The Federal Reserve Board has adopted
regulations that require savings institutions to maintain nonearning reserves
23
against their transaction accounts (primarily NOW and regular checking accounts)
and nonpersonal time deposits with an original maturity of less than one and
one-half years. As of December 31, 2001, the Bank was in compliance with these
requirements. These reserves may be used to satisfy liquidity requirements
imposed by the regulatory agencies. Because required reserves must by maintained
in the form of vault cash or a non-interest bearing account at a Federal Reserve
Bank, the effect of this reserve requirement is to reduce the amount of the
institution's interest-earning assets.
FEDERAL HOME LOAN BANK SYSTEM. The Bank is a member of the FHLB System,
which consists of 12 regional Federal Home Loan Banks subject to Federal Housing
Finance Board supervision and regulation. As a member, the Bank is required to
acquire and hold stock in the FHLB in an amount equal to at least 1% of the
aggregate principal amount of its unpaid residential mortgage loans, home
purchase contracts, and similar obligations at the beginning of each year, or
one-twentieth of its advances from the FHLB, whichever is greater. The Bank is
in compliance with this requirement with an investment in the FHLB of $4.1
million in stock as of December 31, 2001.
The Bank's borrowings from the FHLB must be collateralized by 145% of
the borrowed amount. Assets eligible for collateral include permanent one to
four family whole mortgages loans, excluding mortgages of employees and
mortgages delinquent more than 60 days (see Borrowings). The Bank's assets that
qualified for collateral on FHLB borrowings were $117.0 million as of December
31, 2001. Therefore, the limitation on additional FHLB borrowings would be $10.6
million ($117.0 million / 145% - $70.1 million = $10.6 million). The $70.1
million in borrowed funds by the Bank as of December 31, 2001 was substantially
below the limit.
Listed below are offerings for selected advances by the FHLB at
December 31, 2001, by maturity and interest rate:
DUE RATE
--- ----
December 31, 2003 3.65%
December 31, 2004 4.46%
The following table indicates the amount of advances received from the
FHLB, due dates and accompanying interest rates:
DECEMBER 31,
Short-term advances 2001 2000 1999
---- ---- ----
Line of credit, 6.30% at Dec. 31, 2000, 5.13% at Dec. 31, 1999 $ - $7,460,855 $1,606,029
Variable interest rate, maturing February 28, 2000, 4.05% at Dec. 31,1999 - 4,000,000
Variable interest rate, maturing April 24, 2000, 4.05% at Dec. 31, 1999 - 5,000,000
Variable interest rate, maturing May 15, 2000, 4.05% at Dec. 31, 1999 - 5,000,000
Variable interest rate, maturing June 12, 2000, 4.05% at Dec. 31, 1999 - 7,900,000
Fixed interest rate, maturing December 19, 2001, 6.16% at Dec. 31, 2000 - 2,100,000 -
Fixed interest rate, maturing February 23, 2001, 5.12% at Dec. 31, 2001 6,000,000 - -
------------ ------------ -----------
Total short-term advances 6,000,000 9,560,855 23,506,029
------------ ------------ -----------
24
Long-term advances
6.50%; payments due per "Mortgage Advance Principal
Payment Schedule" with maturity on April 16, 2001 - 671,200 820,742
7.18%; fixed rate, payment due at maturity on February 19, 2002 10,000,000 10,000,000
7.18%; payments due per "Mortgage Advance Principal
Payment Schedule" with maturity on June 17, 2002 526,472 650,316 787,328
6.22%; payments due per "Mortgage Advance Principal
Payment Schedule" with maturity on October 15, 2002 765,814 949,621 1,154,010
6.09%; fixed rate, payment due at maturity on December 19, 2002 1,200,000 1,200,000
5.31%; fixed until February 22, 2000 with quarterly repricing thereafter,
Rate at Dec. 31,2000, 6.76%, with maturity on February 19, 2003 - 10,000,000 10,000,000
6.09%; fixed rate, payment due at maturity on December 19, 2003 3,700,000 3,700,000
7.17%; payments due per "Mortgage Advance Principal
Payment Schedule" with maturity on May 17, 2004 645,506 796,663 971,574
7.34%; payments due per "Mortgage Advance Principal
Payment Schedule" with maturity on March 15, 2005 8,079,672 10,000,000
5.70%; payments due per "Mortgage Advance Principal
Payment Schedule" with maturity on February 14, 2006 8,159,399 9,881,721 11,873,707
5.50%; fixed until February 19, 2003 with quarterly repricing
thereafter, with maturity on February 19, 2008 10,000,000 10,000,000 10,000,000
4.20%; fixed until March 18, 2002 with quarterly put option thereafter
Maturing March 16, 2011 10,000,000 - -
4.29%; fixed until November 17, 2003 with quarterly put option thereafter
when 3-month LIBOR exceeds 8.00%, maturing November 15, 2011 1,000,000 - -
4.55%; fixed until December 22, 2003 with quarterly put option thereafter
when 3-month LIBOR exceeds 7.50%, maturing December 20, 2011 10,000,000 - -
------------ ------------ -----------
Total long-term advances 64,076,863 57,849,521 35,607,361
------------ ------------ -----------
Total FHLB advances $70,076,863 $67,410,376 $59,113,390
============ ============ ===========
Annual payments of FHLB long-term advances are as follows:
Payments On
Year Long-Term
Ending Advances
----------------------------
12/31/02 $ 16,367,374
12/31/03 7,377,466
12/31/04 3,428,740
12/31/05 2,557,211
12/31/06 3,346,072
12/31/07 -
12/31/08 -
Thereafter 31,000,000
---------------
$ 64,076,863
===============
25
FIRREA provided (i) that FHLB advances must be secured by specified
types of collateral; (ii) that long-term FHLB advances may be obtained only for
the purpose of providing funds for residential housing finance; and (iii) that
regulations shall be adopted by the Federal Housing Finance Board establishing
standards of "community investment and service" that must be met by FHLB members
who wish to continue receiving long-term advances. These FIRREA provisions are
expected to have no effect on the Bank's ability to obtain FHLB advances up to
the limits described above.
LIQUIDITY. Under applicable federal regulations, savings institutions are
required to maintain sufficient liquidity to ensure their safe and sound
operation. Federal regulations specifically require that a savings institution
maintain a minimum average daily balance of liquid assets (including cash,
certain time deposits, certain bankers' acceptances, certain mortgage-related
securities and mortgage loans, certain corporate debt securities and highly
rated commercial paper, securities of certain mutual funds and specified United
States government, state or federal agency obligations) in each calendar quarter
equal to not less than a specified percentage of either the average daily
balance of the savings institution's net withdrawable accounts plus short-term
borrowings during the preceding quarter or the amount of the institution's net
withdrawable accounts plus short-term borrowings at the end of the preceding
calendar quarter.
At December 31, 2001, the Bank was in full compliance with these
liquidity requirements, with a liquidity ratio of 12.97%.
Regulations allow the following to be counted as liquid assets: 1) debt
securities hedged with forward commitments obtained from, or debt securities
subject to repurchase agreements with, members of the Association of Primary
Dealers in United States Government Securities or banks whose accounts are
insured by the FDIC; 2) debt securities directly hedged with a short financial
futures position; and 3) debt securities that provide the holder with a right to
redeem the security at par value, regardless of the stated maturities of such
securities. As of December 31, 2001, the Bank had no such liquid assets.
SECURITIES REGULATION. The Company is subject to the informational
reporting requirements of the Securities Exchange Act. The Company files annual
reports on Form 10-K (the Company's year end is December 31) and quarterly
reports on Form 10-Q, with the Securities and Exchange Commission. It is also
required to file any current reports on Form 8-K concerning recent material
developments. Prior to the reorganization described earlier in this Form 10-K,
the Bank was subject to these same reporting requirements as the Company under
the Securities and Exchange Act and filed its Form 10-K reports, Form 10-Q
reports, Form 8-K reports and other applicable filings with the FDIC. Copies of
the Bank's filings with the FDIC under the Securities Exchange Act of 1934 can
be obtained from Sturgis Bank & Trust Company by contacting Leonard L. Eishen at
Sturgis Bank & Trust Company, 113-125 E. Chicago Road, Sturgis, Michigan 49091,
telephone number (616)651-9345 or, for a nominal fee from Ms. Marcia Fields at
the FDIC telephone number (202)898-8913 or fax number (202)898-3909. Filings of
the Company can be obtained from the Company by contacting Leonard L. Eishen at
Sturgis Bank & Trust Company, 113-125 E. Chicago Road, Sturgis, Michigan 49091,
telephone number (616)651-9345 or through the Securities and Exchange Commission
Edgar System at WWW.SEC.GOV. See "Available Information."
26
An annual report to stockholders and proxy statement are provided to
each stockholder of record as of the record date, which is usually set as a date
in mid-March. These documents are also filed with the Securities and Exchange
Commision. The Company holds its annual meeting of stockholders in the last week
of April each year at which each stockholder of record, as of the record date,
is entitled to vote either in person or by proxy.
Directors, insiders, and certain officers are required to file reports
with the Securities and Exchange Commision concerning their ownership of and
transactions in, the Common Stock of the Company and options therefore. The
Company is required to report any of these filings that are delinquent.
All filings are subject to review by the Securities and Exchange
Commision and filers are subject to potential civil, administrative, and
criminal liability for any misrepresentations or omissions of material fact in
their securities filings.
FEDERAL TAXATION. The Company files a consolidated federal income tax
return with its wholly-owned subsidiaries on a calendar year basis. The Company
and its subsidiaries report their income and expense using the accrual method of
accounting.
The Small Business Job Protection Act of 1996, signed into law on
August 30, 1996, repealed the special thrift bad debt deduction provisions. This
legislation eliminates the use of the percentage of taxable income method as a
means of calculating deductions for bad debts, allows banks greater flexibility
in diversifying their loan and investment portfolios and establishes
requirements for the recapture of previously untaxed bad debt reserve
accumulations.
Bad debt reserve accumulations prior to 1988 are exempt from recapture
unless the Company liquidates, pays a dividend in excess of earnings and profits
or redeems stock. Post 1987 bad debt reserve accumulations will be taxed in
equal amounts over a period of six years beginning in 1996. The Bank's pre-1988
tax bad debt reserves which have been suspended are $918,000 and the amount of
the post-1987 reserves which will be recaptured in income are $291,600.
Savings institutions are also entitled to limited special tax treatment
with respect to the deductibility of interest expense relating to certain
tax-exempt obligations. Savings institutions are entitled to deduct 100% of
their interest expense, allocable to the purchase or carrying of tax-exempt
obligations acquired before 1983. For taxable years after 1986, the Tax Reform
Act of 1986 eliminates the deduction entirely for obligations purchased after
August 7, 1986 (except for certain issues by small municipal issuers).
Depending on the composition of its items of income and expense, a
savings institution may be subject to the alternative minimum tax. For tax years
beginning after 1986, a savings institution must pay an alternative minimum tax
equal to the amount (if any) by which 20% of alternative minimum taxable income
("AMTI"), as defined, exceeds regular tax due. AMTI equals regular taxable
income increased or decreased by certain adjustments and increased by certain
tax preferences. Adjustments and preferences include depreciation deductions in
excess of those allowable for alternative minimum tax purposes, tax-exempt
27
interest on most private activity bonds issued after August 7, 1986, the amount
of the bad debt reserve deduction claimed in excess of the deduction based on
the experience method and, for 1990 and succeeding years, 75% of the excess of
adjusted current earnings ("ACE") over AMTI. ACE equals pre-adjustment AMTI
("PAMTI") increased or decreased by certain ACE adjustments, which included
tax-exempt interest on municipal bonds for tax purposes, depreciation deductions
in excess of those allowable for ACE purposes and the dividend received
deduction. PAMTI equals AMTI computed with all the preferences and adjustments
other than the ACE adjustment and the alternative minimum tax net operating loss
(AMTNOL). AMTI may be reduced only up to 90% by AMTNOL carryovers. The payment
of alternative minimum tax will give rise to minimum tax credit which will be
available with an indefinite carry forward period available to reduce federal
income taxes of the institution in future years, limited to the level of
alternative minimum tax arising in each of the carry forward years.
STATE TAXATION. The Company is also subject to taxes imposed by the
State. The Single Business Tax is the primary tax and is a "value added" type of
tax for the privilege of doing business in the State of Michigan. The tax, at a
rate of 2.0%, is on a tax base made up by adding compensation, depreciation and
other expenses to federal taxable income, and subtracting interest earned on
federal obligations (net of associated expense) and the acquisition costs of
tangible assets during the year.
ENVIRONMENTAL
The Bank recognizes that with each real estate mortgage loan there is
potential exposure to environmental liability and therefore the Bank has adopted
a written environmental risk reduction procedure. The Bank's environmental risk
reduction procedure does not protect it from legal liability.
Typically, the procedure requires that a Phase I Environmental Analysis
be performed prior to closing for most mortgage loans over $100,000 secured by
commercial or industrial real estate. The borrower is required to pay the cost
of this analysis. The Bank will consider factors such as prior use of the
property, the dollar amount of the loan and review an environmental hazard
report from Bankers Hazard Determination Services to determine whether
additional environmental assessments are necessary.
For all residential real estate mortgage loans, potential borrowers are
given a "Homeowners' Guide to Environmental Hazards" at the time of their
application to assist the home buyer in determining whether any environmental
hazards exist on the subject property. Additionally, at the time of closing, on
property whose value exceeds $250,000 the seller of a parcel of property is
required to sign a "Sellers' Disclosure Statement" in order to identify any
environmental hazards. The cost to the Company in complying with these
procedures is negligible. However, the Bank's environmental risk reduction
procedures do not protect it from legal liability.
28
ITEM 2. PROPERTIES
The following table sets forth certain information regarding the Bank's
properties as of December 31, 2001. All offices are owned by the Bank (except as
noted), free and clear of encumbrances and are full service offices.
Approximate
Address Owned/ Square
Location City, ST ZIP Leased Footage Other Information Telephone Fax
-------- ------------ ------ ------- ----------------- --------- ---
Sturgis (Main Office) 113-125 East Chicago Road Owned 22,422 Opened in 1905, relocated 616 651-9345 616 651-5512
Sturgis, MI 49091 to present location in 1974. 616 651-8263
Branch Offices
--------------
Bronson 863 West Chicago Road Owned 2,400 Opened by First National 517 369-7322 517 369-2347
Bronson, MI 49028 Bank of Sturgis in 1978
and acquired in 1997.
Centreville 158 West Main Owned 2,196 Acquired from First of 616 467-8525 616 467-4180
Centreville, MI 49032 America Bank, N.A. in 1998.
Climax 125 North Main Owned 1,344 Acquired from First of 616 746-4256 616 746-4108
Climax, MI 49034 America Bank, N.A in 1998.
Coldwater 290 East Chicago Road Owned 1,200 Opened in 1978 by First 517 278-5634 517 278-5613
Coldwater, MI 49036 Federal Savings & Loan of
Battle Creek and acquired
from Great Lakes Bancorp in
1996.
Colon 110 South Blackstone Street Owned 1,180 Opened in 1978, relocated to 616 432-3229 616 432-2971
Colon, MI 49040 present location in 1991.
South Haven 1121 LaGrange Street Owned 2,450 Acquired from First of 616 637-8444 616 637-5560
South Haven, MI 49090 America Bank, N.A. in 1998.
Sturgis 1001 South Centerville Road Owned 1,908 Opened in 1975 by First 616 651-9379 616 651-1514
Sturgis, MI 49091 Federal Savings & Loan of
Kalamazoo and acquired from
Standard Federal Bank in 1991.
Sturgis 1501 East Chicago Road Leased 500 Leased in 1997. Limited 616 651-9345 616 651-5609
Sturgis, MI 49091 service branch.
Three Rivers 115 North Main Street Owned 1,856 Opened by Kalamazoo Savings & 616 273-8481 616 273-1732
Three Rivers, MI 49093 Loan in 1975. Acquired from
First Federal of Michigan in
1988.
White Pigeon 122 West Chicago Road Owned 1,854 Opened in 1905, relocated to 616 483-9668 616 483-2725
White Pigeon, MI 49099 present location in 1974.
As of December 31, 2001, the net book value of all of the Bank's
offices, including land, buildings, furniture, fixtures and equipment, including
data processing equipment, was $6.4 million. Each of the properties is in good
condition.
The Bank consolidated the operations of Covert and South Haven offices
effective November 6, 2000. The Covert customers are being serviced by the South
Haven offices. The Covert office building was donated to the Township of Covert
in September 2000.
29
ITEM 3. LEGAL PROCEEDINGS
In the normal course of business, the Company is occasionally made a
party to actions seeking to recover damages from the Company or its
subsidiaries.
The Company and its subsidiaries are involved in various claims and
legal actions arising in the ordinary course of business. In the opinion of
management, the ultimate disposition of these matters is not expected to have a
material adverse effect on the Company's financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of 2001, one matter was submitted to a vote
of security holders. On December 11, 2001, the shareholders of the Bank approved
the reorganization of the Bank to become a wholly owned subsidiary of the
Company, a financial holding company. The Company is a financial holding company
under the Bank Holding Company Act of 1956, as amended. This reorganization was
approved at a special meeting of the shareholders of the Bank on December 11,
2001. The necessary affirmative vote of the holders of at least two-thirds (2/3)
of the Bank's common stock (of which 3,101,534 shares were outstanding on
October 30th, 2001 the record date for the meeting) was obtained. Of the
3,101,534 shares of the Bank, 2,443,393 shares (79% of the outstanding shares)
voted as follows: 2,297,529 shares voted for the reorganization; 65,900 shares
votes against the reorganization; and 79,964 shares abstained/withheld voting on
the reorganization.
Prior to the special meeting of the shareholders of the Bank, the Bank
and the Company received the necessary approvals from the Board of Governors of
the Federal Reserve and the Federal Deposit Insurance Corporation. On December
21, 2001, the Michigan Department of Consumer and Industry Services, Office of
Financial and Insurance Services, Division of Financial Institutions approved
the consolidation to complete the consummation of the Company acquiring one
hundred percent of the issued and outstanding common stock of Sturgis Bank &
Trust Company. This reorganization became effective as of the opening of
business on January 1, 2002.
With the consummation of the reorganization, each outstanding share of
the Bank's outstanding common stock, $1.00 par value, has been converted into
one share of the Company's common Stock, $1.00 par value. The shareholders of
the Bank and their percentage of shareholder ownership, immediately prior to the
consummation of the reorganization are identical to those of the Company
immediately after consummation of the reorganization. This reorganization is
described earlier in this Form 10-K in Part I, Item 1.
30
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The information contained in the sections captioned "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Market Information" in the 2001 Annual Report to Stockholders is incorporated
herein by reference.
In addition to the information incorporated by reference the following
table shows sales of unregistered securities by the Company within the past
three years.
Date of Number of Exercise
Sale Shares Price Name
------------------------------------------------------------------
04/14/99 107 4.35 Burlingame, Craig
03/31/00 600 4.35 Waltke, Joyce
04/14/00 600 4.35 Eishen, Chandre
04/14/00 2,100 4.35 Eishen, Eric
04/14/00 501 4.35 Hoggatt, Brian
04/14/00 225 4.35 Lintz, Jodie
04/14/00 75 4.35 Losinski, Robin
04/14/00 225 4.35 Mussall, Linda
04/14/00 150 4.35 Patterson, Dawn
04/20/00 150 4.35 Isaac, Toby
04/20/00 1,095 4.35 Parker, Tracey
04/21/00 315 4.35 Gloy, Trudy
04/21/00 612 4.35 Moyer, Arthur
----------
37,842
==========
All of the foregoing sales were made pursuant to the exercise of stock
options by officers, directors, or employees of the Company, which options were
granted under benefit plans approved by a majority of shareholders present, in
person or proxy, at an annual meeting of the shareholders of the Company. The
sales of these securities were exempt from registration under Title 12, Code of
Federal Regulations Section 563g.3(g).
ITEM 6. SELECTED FINANCIAL DATA
The information contained in the section captioned "Selected Financial
Data" in the 2001 Annual Report to Stockholders is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DICUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information contained in the section captioned "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
2001 Annual Report to Stockholders is incorporated herein by reference.
31
ITEM 7.A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The information contained in the section captioned "Asset/Liability
Management" in the 2001 Annual Report to Stockholders is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements contained in the 2001 Annual
Report to the Stockholders are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Board of Director's selection of the Plante & Moran, LLP accounting
firm for the Bank, occurred after solicitation and receipt of bids from
qualified accounting firms in 1999 to provide services through 2001. Plante &
Moran, LLP submitted the most favorable plan to conduct the Bank's independent
accounting reports. As a result, the shareholders at the 1999 Annual Meeting
ratified the selection of Plante & Moran, LLP. There have been no disagreements
on accounting and financial disclosure matters with Plante & Moran, LLP.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
For information concerning the executive officers and directors of the
Company, the information contained under the section captioned "PROPOSAL
I--ELECTION OF DIRECTORS" in the Company's Proxy Statement for the Company's
2001 Annual Meeting of Stockholders is incorporated herein by reference (the
"Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the section captioned "PROPOSAL
I--ELECTION OF DIRECTORS" in the Proxy Statement in incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this item is incorporated herein by
reference to the sections captioned "PROPOSAL I--ELECTION OF DIRECTORS" and
"VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF" in the Proxy Statement.
32
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by
reference to the section captioned "PROPOSAL I--ELECTION OF DIRECTORS" in the
Proxy Statement.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(A) FINANCIAL STATEMENTS AND SCHEDULES
The financial statements are set forth under Item 8 of this report on
Form 10-K.
Financial statement schedules have been omitted since they are either
not required, not applicable, or the information is otherwise included.
(B) REPORTS ON FORM 8-K
The Company filed no reports on Form 8-K during the quarter ended
December 31, 2001.
(C) EXHIBIT LISTING
EXHIBIT NUMBER DESCRIPTION
---------------------------------
2.1 Plan of Reorganization and Merger Agreement (1)
2.2 Consolidation Agreement (1)
3.1 Articles of Incorporation of Sturgis Bancorp, Inc. (1)
3.2 Bylaws of Sturgis Bancorp, Inc. (1)
10.1 Sturgis Federal Savings Bank Non-Employee Director Stock Option Plan (2)
10.2 Sturgis Federal Savings Bank Director Stock Option Plan (2)
10.3 Sturgis Federal Savings Bank Employee Stock Option Plan (3)
10.4 Employment Agreement with Leonard L. Eishen (4)
10.5 Employment Agreement with Eric L. Eishen (4)
10.6 Employment Agreement with Brian P. Hoggatt (4)
10.7 Employment Agreement with David E. Watters (4)
33
10.8 Employment Agreement with Ronald W. Scheske (4)
13.1 Annual Report to Stockholders
21 Subsidiaries of Registrant
23 Consents of Independent Auditors
(1) Incorporated by reference to the Proxy Statement dated November 21, 2001 of
Sturgis Bank & Trust Company.
(2) Incorporated by reference to 1994 Form 10-KSB of Sturgis Federal Savings
Bank, the predecessor of Sturgis Bank & Trust Company.
(3) Incorporated by reference to 1995 Form 10-KSB of Sturgis Federal Savings
Bank, the predecessor of Sturgis Bank & Trust Company.
(4) Incorporated by reference to Form 10-Q for Sturgis Bank & Trust Company for
the quarter ended June 30, 2001.
AVAILABLE INFORMATION
Copies of the Bank's filings with the FDIC under the Securities
Exchange Act of 1934 can be obtained from Sturgis Bank & Trust Company by
contacting Leonard L. Eishen at Sturgis Bank & Trust Company, 113-125 E. Chicago
Road, Sturgis, Michigan 49091, telephone number (616)651-9345 or, for a nominal
fee from Ms. Marcia Fields at the FDIC telephone number (202)898-8913 or fax
number (202)898-3909. Filings of the Company can be obtained from the Company by
contacting Leonard L. Eishen at Sturgis Bank & Trust Company, 113-125 E. Chicago
Road, Sturgis, Michigan 49091, telephone number (616)651-9345 or through the
Securities and Exchange Commission Edgar System at WWW.SEC.GOV.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Sturgis, State of Michigan, on March 29, 2002.
Sturgis Bancorp, Inc.
By: /s/ Leonard L. Eishen
---------------------------
Leonard L. Eishen
President and CEO
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Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated, in the City of
Sturgis, State of Michigan, on March 29, 2002.
Signature Title
/s/ Raymond H. Dresser, Jr.
--------------------------------- Director
Raymond H. Dresser, Jr.
/s/ Leonard L. Eishen
--------------------------------- Director, President and
Leonard L. Eishen Chief Executive Officer
/s/ Eric L. Eishen
--------------------------------- Director, Vice President
Eric L. Eishen
/s/ Lawrence A. Franks
--------------------------------- Director, Chairman of the Board
Lawrence A. Franks
/s/ Donald L. Frost
--------------------------------- Director
Donald L. Frost
/s/ James A. Goethals
--------------------------------- Director
James A. Goethals
/s/ Gary J. Malloy
--------------------------------- Director
Gary J. Malloy
/s/ Philip G. Ward
--------------------------------- Director
Philip G. Ward
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/s/ Brain P. Hoggatt
--------------------------------- Secretary and Treasurer
Brian P. Hoggatt
36