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8-K - FORM 8-K - INDEPENDENT BANK CORP /MI/ | k48899e8vk.htm |
EX-99.2 - EX-99.2 - INDEPENDENT BANK CORP /MI/ | k48899exv99w2.htm |
Exhibit 99.1
News Release
Independent Bank Corporation | ||
230 West Main Street | ||
Ionia, MI 48846 | ||
616.527.9450 |
For Release:
|
Immediately | |
Contact:
|
Robert Shuster, Chief Financial Officer, 616.522.1765 |
INDEPENDENT BANK CORPORATION REPORTS
2009 FOURTH QUARTER AND FULL YEAR RESULTS
2009 FOURTH QUARTER AND FULL YEAR RESULTS
| 2009 fourth quarter net loss applicable to common stock of $49.2 million ($2.05 per share), with results impacted by: |
| Provision for loan losses of $25.1 million. | ||
| $19.5 million charge to accrue for estimated losses from vehicle service contract counterparties related to the Companys payment plan business. | ||
| A non-cash charge of $16.7 million for goodwill impairment, with no impact on tangible equity. |
| Pre-tax, pre-provision core operating earnings improved in 2009 over 2008. | ||
| Net interest margin of 4.85% and 5.08% for the fourth quarter and full year of 2009, which is among the best in the banking industry. | ||
| Both non-performing loans and non-performing assets declined sequentially for the third consecutive quarter. | ||
| Capital raising initiatives progressing. | ||
| Independent Bank remains well capitalized for regulatory purposes. |
IONIA, Mich., Feb. 24, 2010 Independent Bank Corporation (NASDAQ: IBCP) reported a fourth quarter
2009 net loss applicable to common stock of $49.2 million, or $2.05 per share, versus a loss of
$90.2 million, or $3.92 per share, in the prior-year period. The net loss applicable to common
stock for the year ended Dec. 31, 2009 was $94.5 million, or $3.96 per share, compared to a loss of
$91.9 million, or $4.00 per share, for all of 2008.
Michael M. Magee, President and CEO of Independent Bank Corporation, commented: The Michigan
economic climate remains unfavorable and continues to have a negative impact on our financial
results. While this weakness may persist in the near term, we are encouraged that the relative
strength of our pre-tax, pre-provision core operating earnings will help support our organization
as we work through our credit issues and efforts to improve our capital position.
Operating Results
The Companys tax equivalent net interest income totaled $33.9 million during the fourth quarter of
2009, an increase of $0.5 million, or 1.4% from the year-ago period, and a decrease of $1.9
million, or 5.3% from the third quarter of 2009. The Companys tax equivalent net interest income
as a percent of average interest-earning assets (the net interest margin) was 4.85% during the
fourth quarter of 2009, compared to 4.80% in the year-ago period, and 5.15% in the third quarter of
2009. Average interest-earning assets were virtually unchanged at $2.78 billion in the fourth
quarter of 2009, compared to $2.77 billion
3
in the year-ago quarter and $2.76 billion in the third quarter of 2009. However, the mix of such
average interest-earning assets changed as higher-yielding loans declined and lower-yielding
short-term investments rose. In order to expand its liquidity, the Company increased its level of
overnight cash balances with the Federal Reserve Bank to $223.5 million at Dec. 31, 2009. This
change in the mix of assets reduced the fourth quarter net interest margin compared to earlier
quarters in 2009.
For all of 2009, tax equivalent net interest income totaled $140.8 million, an increase of $6.1
million, or 4.5% from 2008. The Companys net interest margin for 2009 increased to 5.08% compared
to 4.63% in 2008. The benefit of the increase in the net interest margin in 2009 was partially
offset by a $138.2 million decline in average interest-earning assets.
Service charges on deposits and VISA check card interchange income totaled $6.2 million and $1.5
million, respectively, in the fourth quarter of 2009, an increase of 2.7% and 9.5%, respectively,
from the comparable period in 2008. For all of 2009, service charges on deposits and VISA check
card interchange income totaled $24.4 million and $5.9 million, respectively, compared to $24.2
million and $5.7 million, respectively, during 2008.
Securities losses totaled $0.03 million and $6.9 million in the fourth quarters of 2009 and 2008,
respectively. The securities losses in the fourth quarter of 2008, include a decline in the fair
value of trading securities of $0.7 million and a write down of $6.2 million (from a par value of
$10.0 million to a fair value of $3.8 million) related to the dissolution of a money-market auction
rate security and the distribution of the underlying Bank of America preferred stock. This Bank of
America preferred stock was sold during 2009. For all of 2009, the Company recorded securities
gains of $3.7 million compared to securities losses of $15.0 million in 2008.
Gains on the sale of mortgage loans were $2.1 million in the fourth quarter of 2009, compared to
$1.2 million in the year-ago quarter. For all of 2009, gains on the sale of mortgage loans totaled
$10.9 million compared to $5.2 million in 2008. The growth in gains relates primarily to an
increase in loan sales. This was principally due to a rise in refinancing activity.
Mortgage loan servicing generated income of $1.2 million in the fourth quarter of 2009, versus a
loss of $3.6 million in the year-ago period. This improvement was due to the change in the
impairment reserve (a $0.9 million recovery in the fourth quarter of 2009 compared to a $4.3
million charge in the year-ago quarter) that was partially offset by a $0.3 million increase in the
amortization of capitalized mortgage loan servicing rights. The recovery of previously recorded
impairment charges in the last quarter of 2009 primarily reflects somewhat higher mortgage loan
interest rates at the end of the fourth quarter of 2009, resulting in lower estimated future
prepayment rates. For all of 2009, mortgage loan servicing generated income of $2.3 million,
versus a loss of $2.1 million in 2008. Capitalized mortgage loan servicing rights totaled $15.3
million at Dec. 31, 2009 compared to $12.0 million at Dec. 31, 2008. The Company services
approximately $1.73 billion in mortgage loans for others on which servicing rights have been
capitalized.
Non-interest expenses totaled $71.2 million in the fourth quarter of 2009, compared to $85.1
million in the year-ago period. The decline in non-interest expenses was primarily due to a
decrease in the goodwill impairment charge. This charge totaled $16.7 million and $50.0 million in
2009 and 2008, respectively. The decline in the goodwill impairment charge was partially offset by
an increase in estimated losses related to vehicle service contract counterparties at the Companys
Mepco Finance Corporation (Mepco) business unit of $18.5 million and an increase in FDIC
insurance of $1.2 million. For all of 2009, non-interest expenses totaled $187.6 million versus
$177.2 million in 2008.
The 2009 goodwill impairment charge of $16.7 million relates to the Companys vehicle service
contract payment plan business. In the fourth quarter of 2009, the Company updated its goodwill
impairment testing, having also performed interim tests earlier in the year. The results of the
year-end goodwill impairment testing showed that the estimated fair value of Mepco was now less
than the carrying value of its equity. The fair value of Mepco is principally based on estimated
future earnings utilizing a discounted cash flow methodology. Mepco recorded a loss in the fourth
quarter and for the full year of 2009. Further, Mepcos largest business counterparty, which
accounted for nearly one-half of Mepcos payment plan business, has defaulted in its obligations to
Mepco, and this counterparty is expected to cease its operations in 2010. These factors adversely
impacted the level of Mepcos expected future earnings, and hence its fair value, and the Company
concluded that goodwill was now impaired, resulting in this $16.7 million non-cash charge.
The 2008 goodwill impairment charge of $50.0 million related to the Companys banking operations.
During the fourth quarter of 2008, the Company updated its goodwill impairment testing, having also
performed interim tests earlier in the year. The Companys common stock price dropped further in
the fourth quarter of 2008, which resulted in a wider difference between its market capitalization
and book value. The results of the goodwill impairment testing showed that the estimated fair
value of the Companys Independent Bank reporting unit was less than its carrying value of equity,
resulting in the non-cash charge.
Fourth quarter 2009 non-interest expenses included a $19.5 million charge (compared to $1.0 million
in the fourth quarter of 2008) related to Mepcos business of servicing payment plans for vehicle
service contracts. These payment plans (which are classified as finance receivables in the
Companys Consolidated Statements of Financial Condition) permit a consumer to
4
purchase a vehicle service contract or product warranty by making installment payments, generally
for a term of 12 to 24 months, to the sellers of those contracts or product warranties (one of the
counterparties). Mepco purchases these payment plans from these counterparties on a recourse
basis. When consumers stop making payments or exercise their right to voluntarily cancel the
contract, the remaining unpaid balance of the payment plan is recouped by Mepco from the
counterparties that sold the vehicle service contract or product warranty and provided the
coverage. Payment defaults and voluntary cancellations have increased significantly during 2009,
reflecting both weak economic conditions and adverse publicity impacting the vehicle service
contract industry. When counterparties do not honor their contractual obligations to Mepco to
repay advanced funds, we recognize estimated losses. Mepco pursues collection (including
commencing legal action) of funds due to it under its various contracts with counterparties.
During the last half of 2009, we identified a counterparty that is experiencing particularly severe
financial difficulties and have accrued for estimated potential losses related to that
relationship. For all of 2009, the expense for vehicle service contract counterparty risk totaled
$31.2 million compared to $1.0 million in 2008.
Pre-Tax, Pre-Provision Core Operating Earnings
The Company is presenting pre-tax, pre-provision core operating earnings in this release for
purposes of additional analysis of operating results. Pre-tax, pre-provision core operating
earnings, as defined by management, represents the Companys income (loss) excluding: income tax
expense (benefit), the provision for loan losses, securities gains or losses, vehicle service
contract counterparty contingencies, and any impairment charges (including goodwill, losses on
other real estate or repossessed assets, and fair-value adjustments) or elevated loan and
collection costs caused by the current economic cycle.
The following table reconciles pre-tax, pre-provision core operating earnings to consolidated net
income (loss) presented in accordance with U.S. generally accepted accounting principles (GAAP).
Pre-tax, pre-provision core operating earnings is not a measurement of the Companys financial
performance under GAAP and should not be considered as an alternative to net income (loss) under
GAAP. Pre-tax, pre-provision core operating earnings has limitations as an analytical tool and
should not be considered in isolation or as a substitute for an analysis of the Companys results
as reported under GAAP. However, the Company believes presenting pre-tax, pre-provision core
operating earnings provides investors with the ability to gain a further understanding of its
underlying operating trends separate from the direct effects of any impairment charges, credit
issues, fair value adjustments, securities gains or losses, and challenges inherent in the real
estate downturn and other economic cycle issues, and displays a consistent core operating earnings
trend before the impact of these challenges. The credit quality section of this release already
isolates the challenges and issues related to the credit quality of the Companys loan portfolio
and the impact on its results as reflected in the provision for loan losses.
Pre-Tax, Pre-Loan Loss Provision Core Operating Earnings
Three Months Ended | Year Ended | |||||||||||||||
12/31/09 | 12/31/08 | 12/31/09 | 12/31/08 | |||||||||||||
(in thousands) | ||||||||||||||||
Net loss |
$ | (48,155 | ) | $ | (90,025 | ) | $ | (90,227 | ) | $ | (91,664 | ) | ||||
Income tax expense (benefit) |
(1,456 | ) | 10,348 | (3,210 | ) | 3,063 | ||||||||||
Provision for loan losses |
25,116 | 27,865 | 103,032 | 71,321 | ||||||||||||
Securities (gains) losses |
26 | 6,924 | (3,744 | ) | 14,961 | |||||||||||
Vehicle service contract counterparty contingencies |
19,506 | 966 | 31,234 | 966 | ||||||||||||
Impairment (recovery) charge on capitalized loan servicing |
(890 | ) | 4,255 | (2,349 | ) | 4,332 | ||||||||||
Impairment charge on goodwill |
16,734 | 50,020 | 16,734 | 50,020 | ||||||||||||
Losses on other real estate and repossessed assets |
1,796 | 2,258 | 8,554 | 4,349 | ||||||||||||
Elevated loan and collection costs (1) |
2,584 | 2,286 | 9,727 | 4,431 | ||||||||||||
Pre-Tax, Pre-Loan Loss Provision Core Operating Earnings |
$ | 15,261 | $ | 14,897 | $ | 69,751 | $ | 61,779 | ||||||||
(1) | Represents the excess amount over a normalized level of $1.25 million quarterly or $5.0 million annually |
TARP Capital Purchase Program
On Dec. 12, 2008, the Company issued 72,000 shares of its preferred stock and 3,461,538 warrants to
purchase the Companys common stock (at a strike price of $3.12 per share) to the U.S. Treasury
(UST) in return for $72.0 million under the Capital Purchase Program (CPP). Of the total
proceeds, initially $68.4 million was allocated to the preferred stock and $3.6 million was
allocated to the warrants (included in capital surplus) based on the relative fair value of each.
During 2009, the Company made $933.6 million of loans. This loan volume includes: $270.7 million
of commercial loans (of which $144.3 million were renewals of existing loans), $618.2 million of
mortgage or home equity loans (of which $293.4 million were refinances of existing loans) and $44.7
million of consumer installment loans (excluding finance receivables).
5
Further, the CPP funds have allowed the Company to continue actively pursuing mortgage loan modifications and
work-outs in lieu of foreclosure for those mortgage loan customers experiencing financial
difficulty.
Asset Quality
Commenting on asset quality, CEO Magee noted: We are pleased to see positive progress on asset
quality despite the challenges of operating in a very difficult economy. Our team continues to
make strong efforts to manage our loan portfolio. Total non-performing loans and assets have both
declined for three consecutive quarters. In addition, 30-to-89 day delinquency rates at year end
in our commercial and mortgage loan portfolios continued to be very manageable at 1.26% and 2.32%,
respectively.
A breakdown of non-performing loans by loan type is as follows:
Loan Type | 12/31/2009 | 9/30/2009 | 12/31/2008 | |||||||||
(Dollars in Millions) | ||||||||||||
Commercial |
$ | 50.4 | $ | 56.8 | $ | 78.1 | ||||||
Consumer/installment |
8.4 | 8.4 | 4.9 | |||||||||
Mortgage |
48.0 | 49.3 | 38.9 | |||||||||
Finance receivables |
3.1 | 3.0 | 3.4 | |||||||||
Total |
$ | 109.9 | $ | 117.5 | $ | 125.3 | ||||||
Ratio of non-performing loans to total portfolio loans |
4.78 | % | 4.92 | % | 5.09 | % | ||||||
Ratio of non-performing assets to total assets |
4.77 | % | 5.02 | % | 4.91 | % | ||||||
Ratio of the allowance for loan losses to non-performing loans |
74.35 | % | 62.75 | % | 46.22 | % | ||||||
Non-performing loans have declined by $15.4 million, or 12.3%, since year-end 2008, as an increase
in non-performing mortgage loans and consumer loans was more than offset by a decline in
non-performing commercial loans. The decline in non-performing commercial loans is primarily due to
net charge-offs and the payoff or other disposition of non-performing credits during 2009.
Non-performing commercial loans largely reflect real estate-secured credit delinquencies caused
primarily by cash flow difficulties encountered by real estate developers in Michigan as they
confront a significant decline in sales. The land and land development components of the Companys
commercial loan portfolio have declined and now total just $59.8 million at Dec. 31, 2009,
representing approximately 2.0% of total assets. The elevated level of non-performing residential
mortgage loans is primarily due to a rise in delinquencies and foreclosures reflecting both weak
economic conditions and soft residential real estate values in many parts of Michigan. Other real
estate and repossessed assets totaled $31.5 million at Dec. 31, 2009 compared to $20.0 million at
Dec. 31, 2008.
The provision for loan losses was $25.1 million and $27.9 million in the fourth quarters of 2009
and 2008, respectively. For all of 2009, the provision for loan losses totaled $103.0 million
versus $71.3 million in 2008. The level of the provision for loan losses in each period reflects
the Companys overall assessment of the allowance for loan losses, taking into consideration
factors such as loan mix, levels of non-performing and classified loans, and loan net charge-offs.
Loan net charge-offs were $17.1 million (2.89% annualized of average loans) in the fourth quarter
of 2009, compared to $23.1 million (3.67% annualized of average loans) in the fourth quarter of
2008. The fourth quarter 2009 loan net charge-offs were divided among the following categories:
commercial loans, $9.2 million; consumer loans, $1.8 million (including $0.2 million of deposit
overdrafts); and mortgage loans, $6.1 million. The commercial loan and mortgage loan net
charge-offs in the fourth quarter of 2009 primarily reflect write-downs to expected liquidation
values for real estate or other collateral securing the loans. For all of 2009, loan
net-charge-offs totaled $79.5 million versus $58.5 million in 2008. At Dec. 31, 2009, the
allowance for loan losses totaled $81.7 million, or 3.55% of portfolio loans, compared to $57.9
million, or 2.35% of portfolio loans, at Dec. 31, 2008.
Balance Sheet, Liquidity and Capital
Total assets were $2.97 billion at Dec. 31, 2009, an increase of $9.1 million from Dec. 31, 2008.
Loans, excluding loans held for sale, were $2.30 billion at Dec. 31, 2009, compared to $2.46
billion at Dec. 31, 2008. Deposits totaled $2.57 billion at Dec. 31, 2009, an increase of $499.3
million from Dec. 31, 2008. The growth in deposits primarily reflects increases in savings and
checking accounts and in brokered certificates of deposit.
Cash and cash equivalents totaled $288.7 million at Dec. 31, 2009, versus $57.7 million at Dec. 31,
2008. This increase reflects the Companys efforts to augment liquidity. In addition, the Company
had approximately $714.4 million of unused borrowing capacity at Dec. 31, 2009.
Stockholders equity totaled $109.9 million at Dec. 31, 2009, or 3.70% of total assets. The
Companys wholly owned subsidiary, Independent Bank, remains well capitalized for regulatory
purposes with the following ratios:
6
Well | ||||||||||||
Capitalized | ||||||||||||
Regulatory Capital Ratio | 12/31/09 | 12/31/2008 | Minimum | |||||||||
Tier 1 capital to average total assets |
6.72 | % | 8.25 | % | 5.00 | % | ||||||
Tier 1 capital to risk-weighted assets |
9.08 | % | 10.62 | % | 6.00 | % | ||||||
Total capital to risk-weighted assets |
10.36 | % | 11.91 | % | 10.00 | % |
With regard to the outlook for 2010, CEO Magee concluded: As we confront the shared challenges
that face the banking industry, we remain focused on implementing the necessary initiatives for
achieving continued improvement in our core business. These actions, combined with our strategic
plan to raise additional capital should provide added strength to our balance sheet, enhance our
capital ratios, and position us for better performance as our markets begin to recover.
Capital Raising Initiatives
Like many financial institutions across the United States, the Company has been impacted by
deteriorating economic conditions. The Michigan economy, in particular, has been and continues to
show stress, including such factors as the highest unemployment rate in the nation and a declining
population. As a result, the Company believes that additional capital is necessary to maintain and
strengthen its balance sheet, enabling it to withstand the effects of ongoing economic stress and
uncertainty over the coming months and years. Consequently, the Company has explored several
initiatives to bolster capital and strengthen its balance sheet and in January 2010, adopted a
Capital Restoration Plan (the Capital Plan).
The primary objective of the Companys Capital Plan is to achieve and thereafter maintain certain
minimum capital ratios for Independent Bank as established by the Banks Board of Directors. These
minimum capital ratios are 8% for Tier 1 Capital to Average Total Assets and 11% for Total Capital
to Risk-Weighted Assets. The Capital Plan sets forth an objective of achieving these minimum
capital ratios as soon as practicable, but no later than April 30, 2010, and maintaining such
capital ratios through at least the end of 2012.
In addition to contemplating a public offering of the Companys common stock for cash, the Capital
Plan also contemplates two other primary capital raising initiatives, including: (1) an offer to
exchange shares of the Companys common stock for any or all of the Companys outstanding trust
preferred securities, and (2) an offer to exchange shares of the Companys common stock for any or
all of the shares of preferred stock held by the UST. These two initiatives are designed to do the
following:
| improve the Companys ratio of tangible common equity to tangible assets; | ||
| reduce required annual interest and dividend payments by reducing the aggregate principal amount of outstanding trust preferred securities and outstanding shares of preferred stock; and | ||
| improve the Companys ability to successfully raise additional capital through a public offering of its common stock. |
In December 2009, the Company made a proposal to the UST to exchange all of the shares of the
preferred stock that the UST holds for shares of the Companys common stock with a value (based on
market prices at the time of the exchange) equal to 75% of the aggregate liquidation value of the
preferred stock surrendered in the exchange. The aggregate liquidation value of the preferred
stock is $72.0 million. As a result, if this proposal is accepted by the UST, it would result in
the Company issuing to the UST shares of common stock with a value of $54.0 million.
Discussions
and negotiations with the UST regarding the Companys proposal
are ongoing.
On Jan. 29, 2010, the Company held a special shareholders meeting at which its shareholders
approved an amendment to the Companys Articles of Incorporation to increase the number of
authorized shares of common stock from 60 million to 500 million. The Companys shareholders also
approved the issuance of the Companys common stock for the contemplated exchange offers to: (i)
holders of the Companys trust preferred securities; and (ii) the UST. In January 2010, the
Company filed a registration statement with the Securities and Exchange Commission related to these
proposed exchange offers. Finally, the Companys shareholders approved a stock option exchange
program.
7
This press release is not an offer to sell, purchase, or exchange any securities nor is it a
solicitation of acceptance of any offer to sell, purchase, or exchange any securities.
We have not yet commenced our planned stock option exchange program, which was approved by our
shareholders. In connection with the stock option exchange program, we plan to file a Schedule TO
with the SEC, and will provide holders of eligible options with written materials explaining the
precise terms and timing of the program. Persons who are eligible to participate in the stock
option exchange program should read these written materials carefully when they become available
because they will contain important information about the stock option exchange program. When
filed, persons can obtain the tender offer statement and other filed documents for free by visiting
the SECs Web site at www.sec.gov or by visiting the Investor Relations tab of the Companys Web
site at www.IndependentBank.com.
We have already filed a registration statement (including a preliminary prospectus and related
exchange offer materials) on Form S-4 with the SEC in connection with an offer we intend to make to
issue our common stock in exchange for certain outstanding trust preferred securities. This
registration statement has not yet become effective. Before any person decides whether to
participate in such exchange offer (if and when it is commenced by us), the preliminary prospectus
in that registration statement and the other documents we have filed with the SEC and may file with
the SEC prior to commencement of the exchange offer should be read for more complete information
about us and the exchange offer. You may obtain these documents for free by visiting the SECs Web
site at www.sec.gov or by visiting the Investor Relations tab of the Companys Web site at
www.IndependentBank.com.
Conference Call
The Company is currently only being covered by one analyst and as a result, has decided to
discontinue its practice of holding quarterly earnings conference calls.
About Independent Bank Corporation
Independent Bank Corporation (NASDAQ: IBCP) is a Michigan-based bank holding company with total
assets of approximately $3 billion. Founded as First National Bank of Ionia in 1864, Independent
Bank Corporation now operates over 100 offices across Michigans Lower Peninsula through one
state-chartered bank subsidiary. This subsidiary (Independent Bank) provides a full range of
financial services, including commercial banking, mortgage lending, investments and title services.
Independent Bank Corporation is committed to providing exceptional personal service and value to
its customers, stockholders and the communities it serves.
For more information, please visit the Companys Web site at: IndependentBank.com
Any statements in this news release that are not historical facts are forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as
expect, believe, intend, estimate, project, may and similar expressions are intended to
identify forward-looking statements. These forward-looking statements are predicated on
managements beliefs and assumptions based on information known to Independent Bank Corporations
management as of the date of this news release and do not purport to speak as of any other date.
Forward-looking statements may include descriptions of plans and objectives of Independent Bank
Corporations management for future or past operations, products or services, and forecasts of the
Companys revenue, earnings or other measures of economic performance, including statements of
profitability, business segments and subsidiaries, and estimates of credit quality trends. Such
statements reflect the view of Independent Bank Corporations management as of this date with
respect to future events and are not guarantees of future performance, involve assumptions and are
subject to substantial risks and uncertainties, such as the changes in Independent Bank
Corporations plans, objectives, expectations and intentions. Should one or more of these risks
materialize or should underlying beliefs or assumptions prove incorrect, the Companys actual
results could differ materially from those discussed. Factors that could cause or contribute to
such differences are changes in interest rates, changes in the accounting treatment of any
particular item, the results of regulatory examinations, changes in industries where the Company
has a concentration of loans, changes in the level of fee income, changes in general economic
conditions and related credit and market conditions, and the impact of regulatory responses to any
of the foregoing. Forward-looking statements speak only as of the date they are made. Independent
Bank Corporation does not undertake to update forward-looking statements to reflect facts,
circumstances, assumptions or events that occur after the date the forward-looking statements are
made. For any forward-looking statements made in this news release or in any documents, Independent
Bank Corporation claims the protection of the safe harbor for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995.
8
INDEPENDENT BANK CORPORATION AND SUBSIDIARIES
Consolidated Statements of Financial Condition
Consolidated Statements of Financial Condition
December 31, | ||||||||
2009 | 2008 | |||||||
(unaudited) | ||||||||
(in thousands) | ||||||||
Assets |
||||||||
Cash and due from banks |
$ | 65,214 | $ | 57,463 | ||||
Interest bearing deposits |
223,522 | 242 | ||||||
Cash and Cash Equivalents |
288,736 | 57,705 | ||||||
Trading securities |
54 | 1,929 | ||||||
Securities available for sale |
164,151 | 215,412 | ||||||
Federal Home Loan Bank and Federal Reserve Bank stock, at cost |
27,854 | 28,063 | ||||||
Loans held for sale, carried at fair value |
34,234 | 27,603 | ||||||
Loans |
||||||||
Commercial |
840,367 | 976,391 | ||||||
Mortgage |
749,298 | 839,496 | ||||||
Installment |
303,366 | 356,806 | ||||||
Finance receivables |
406,341 | 286,836 | ||||||
Total Loans |
2,299,372 | 2,459,529 | ||||||
Allowance for loan losses |
(81,717 | ) | (57,900 | ) | ||||
Net Loans |
2,217,655 | 2,401,629 | ||||||
Other real estate and repossessed assets |
31,534 | 19,998 | ||||||
Property and equipment, net |
72,616 | 73,318 | ||||||
Bank owned life insurance |
46,514 | 44,896 | ||||||
Goodwill |
16,734 | |||||||
Other intangibles |
10,260 | 12,190 | ||||||
Capitalized mortgage loan servicing rights |
15,273 | 11,966 | ||||||
Prepaid FDIC deposit insurance assessment |
22,047 | |||||||
Accrued income and other assets |
34,436 | 44,802 | ||||||
Total Assets |
$ | 2,965,364 | $ | 2,956,245 | ||||
Liabilities and Shareholders Equity |
||||||||
Deposits |
||||||||
Non-interest bearing |
$ | 334,608 | $ | 308,041 | ||||
Savings and NOW |
1,059,840 | 907,187 | ||||||
Retail time |
542,170 | 668,968 | ||||||
Brokered time |
629,150 | 182,283 | ||||||
Total Deposits |
2,565,768 | 2,066,479 | ||||||
Federal funds purchased |
750 | |||||||
Other borrowings |
131,182 | 541,986 | ||||||
Subordinated debentures |
92,888 | 92,888 | ||||||
Financed premiums payable |
21,309 | 26,636 | ||||||
Accrued expenses and other liabilities |
44,356 | 32,629 | ||||||
Total Liabilities |
2,855,503 | 2,761,368 | ||||||
Shareholders Equity |
||||||||
Preferred stock, Series A, no par value, $1,000 liquidation
preference |
||||||||
per share200,000 shares authorized; 72,000 shares issued and |
||||||||
outstanding at December 31, 2009 and December 31, 2008 |
69,157 | 68,456 | ||||||
Common stock, $1.00 par value60,000,000 shares authorized; |
||||||||
issued and outstanding: 24,028,505 shares at December 31, 2009 |
||||||||
and 23,013,980 shares at December 31, 2008 |
23,863 | 22,791 | ||||||
Capital surplus |
201,618 | 200,687 | ||||||
Accumulated deficit |
(169,098 | ) | (73,849 | ) | ||||
Accumulated other comprehensive loss |
(15,679 | ) | (23,208 | ) | ||||
Total Shareholders Equity |
109,861 | 194,877 | ||||||
Total Liabilities and Shareholders Equity |
$ | 2,965,364 | $ | 2,956,245 | ||||
9
INDEPENDENT BANK CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
Consolidated Statements of Operations
Three Months Ended | Twelve Months Ended | |||||||||||||||||||
December 31, | September 30, | December 31, | December 31, | |||||||||||||||||
2009 | 2009 | 2008 | 2009 | 2008 | ||||||||||||||||
(unaudited) | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Interest Income |
||||||||||||||||||||
Interest and fees on loans |
$ | 43,033 | $ | 45,290 | $ | 45,444 | $ | 177,948 | $ | 186,747 | ||||||||||
Interest on securities |
||||||||||||||||||||
Taxable |
1,420 | 1,475 | 1,909 | 6,333 | 8,467 | |||||||||||||||
Tax-exempt |
745 | 841 | 1,240 | 3,669 | 7,238 | |||||||||||||||
Other investments |
244 | 299 | 99 | 1,106 | 1,284 | |||||||||||||||
Total Interest Income |
45,442 | 47,905 | 48,692 | 189,056 | 203,736 | |||||||||||||||
Interest Expense |
||||||||||||||||||||
Deposits |
8,937 | 9,109 | 9,717 | 35,405 | 46,697 | |||||||||||||||
Other borrowings |
3,107 | 3,537 | 6,379 | 15,128 | 26,890 | |||||||||||||||
Total Interest Expense |
12,044 | 12,646 | 16,096 | 50,533 | 73,587 | |||||||||||||||
Net Interest Income |
33,398 | 35,259 | 32,596 | 138,523 | 130,149 | |||||||||||||||
Provision for loan losses |
25,116 | 22,285 | 27,865 | 103,032 | 71,321 | |||||||||||||||
Net Interest Income After Provision for Loan Losses |
8,282 | 12,974 | 4,731 | 35,491 | 58,828 | |||||||||||||||
Non-interest Income |
||||||||||||||||||||
Service charges on deposit accounts |
6,158 | 6,384 | 5,996 | 24,370 | 24,223 | |||||||||||||||
Net gains (losses) on assets |
||||||||||||||||||||
Mortgage loans |
2,060 | 2,257 | 1,204 | 10,860 | 5,181 | |||||||||||||||
Securities |
39 | 138 | (6,883 | ) | 3,826 | (14,795 | ) | |||||||||||||
Other than temporary loss on securities available for sale |
||||||||||||||||||||
Total impairment loss |
(4,056 | ) | (17 | ) | (41 | ) | (4,073 | ) | (166 | ) | ||||||||||
Loss recognized in other comprehensive loss |
3,991 | 3,991 | ||||||||||||||||||
Net impairment loss recognized in earnings |
(65 | ) | (17 | ) | (41 | ) | (82 | ) | (166 | ) | ||||||||||
VISA check card interchange income |
1,527 | 1,480 | 1,394 | 5,922 | 5,728 | |||||||||||||||
Mortgage loan servicing |
1,241 | (496 | ) | (3,616 | ) | 2,252 | (2,071 | ) | ||||||||||||
Title insurance fees |
410 | 521 | 280 | 2,272 | 1,388 | |||||||||||||||
Other income |
1,919 | 2,514 | 2,310 | 9,239 | 10,233 | |||||||||||||||
Total Non-interest Income |
13,289 | 12,781 | 644 | 58,659 | 29,721 | |||||||||||||||
Non-interest Expense |
||||||||||||||||||||
Compensation and employee benefits |
13,275 | 13,823 | 13,164 | 53,003 | 55,179 | |||||||||||||||
Vehicle service contract counterparty contingencies |
19,506 | 8,713 | 966 | 31,234 | 966 | |||||||||||||||
Loan and collection |
3,834 | 3,628 | 3,536 | 14,727 | 9,431 | |||||||||||||||
Occupancy, net |
2,882 | 2,602 | 3,054 | 11,092 | 11,852 | |||||||||||||||
Data processing |
2,134 | 2,146 | 1,951 | 8,386 | 7,148 | |||||||||||||||
Deposit insurance |
1,658 | 1,729 | 462 | 7,328 | 1,988 | |||||||||||||||
Furniture, fixtures and equipment |
1,735 | 1,727 | 1,770 | 7,159 | 7,074 | |||||||||||||||
Loss on other real estate and repossessed assets |
1,796 | 3,558 | 2,258 | 8,554 | 4,349 | |||||||||||||||
Credit card and bank service fees |
1,754 | 1,722 | 1,325 | 6,608 | 4,818 | |||||||||||||||
Advertising |
1,498 | 1,335 | 1,691 | 5,696 | 5,534 | |||||||||||||||
Goodwill impairment |
16,734 | 50,020 | 16,734 | 50,020 | ||||||||||||||||
Other expenses |
4,376 | 4,174 | 4,855 | 17,066 | 18,791 | |||||||||||||||
Total Non-interest Expense |
71,182 | 45,157 | 85,052 | 187,587 | 177,150 | |||||||||||||||
Loss Before Income Tax |
(49,611 | ) | (19,402 | ) | (79,677 | ) | (93,437 | ) | (88,601 | ) | ||||||||||
Income tax expense (benefit) |
(1,456 | ) | (1,088 | ) | 10,348 | (3,210 | ) | 3,063 | ||||||||||||
Net Loss |
$ | (48,155 | ) | $ | (18,314 | ) | $ | (90,025 | ) | $ | (90,227 | ) | $ | (91,664 | ) | |||||
Preferred dividends |
1,076 | 1,075 | 215 | 4,301 | 215 | |||||||||||||||
Net Loss Applicable to Common Stock |
$ | (49,231 | ) | $ | (19,389 | ) | $ | (90,240 | ) | $ | (94,528 | ) | $ | (91,879 | ) | |||||
10
INDEPENDENT BANK CORPORATION AND SUBSIDIARIES
Selected Financial Data
Selected Financial Data
Three Months Ended | Twelve Months Ended | |||||||||||||||||||
December 31, | September 30, | December 31, | December 31, | |||||||||||||||||
2009 | 2009 | 2008 | 2009 | 2008 | ||||||||||||||||
(unaudited) | ||||||||||||||||||||
Per Common Share Data (A) |
||||||||||||||||||||
Net Loss Per Common Share |
||||||||||||||||||||
Basic (B) |
$ | (2.05 | ) | $ | (.81 | ) | $ | (3.92 | ) | $ | (3.96 | ) | $ | (4.00 | ) | |||||
Diluted (C) |
(2.05 | ) | (.81 | ) | (3.92 | ) | (3.96 | ) | (4.00 | ) | ||||||||||
Cash dividends declared |
.00 | .01 | .01 | .03 | .14 | |||||||||||||||
Selected Ratios (annualized) (A) |
||||||||||||||||||||
As a Percent of Average Interest-Earning Assets |
||||||||||||||||||||
Tax equivalent interest income |
6.57 | % | 6.97 | % | 7.11 | % | 6.91 | % | 7.16 | % | ||||||||||
Interest expense |
1.72 | 1.82 | 2.31 | 1.83 | 2.53 | |||||||||||||||
Tax equivalent net interest income |
4.85 | 5.15 | 4.80 | 5.08 | 4.63 | |||||||||||||||
Net Loss to |
||||||||||||||||||||
Average common equity |
(255.72 | )% | (73.46 | )% | (161.44 | )% | (90.72 | )% | (39.01 | )% | ||||||||||
Average assets |
(6.55 | ) | (2.59 | ) | (11.73 | ) | (3.17 | ) | (2.88 | ) | ||||||||||
Average Shares |
||||||||||||||||||||
Basic (B) |
24,026,744 | 24,029,540 | 23,014,145 | 23,865,525 | 22,984,605 | |||||||||||||||
Diluted (C) |
24,100,210 | 24,102,489 | 23,073,827 | 23,935,880 | 23,048,488 |
(A) | These amounts are calculated using net loss applicable to common stock. | |
(B) | Average shares of common stock for basic net income per share include shares issued and outstanding during the period and participating share awards. | |
(C) | Average shares of common stock for diluted net income per share include shares to be issued upon exercise of stock options and stock units for deferred compensation plan for non-employee directors. For any period in which a loss is recorded, the assumed exercise of stock options, and stock units for deferred compensation plan for non-employee directors would have an anti-dilutive impact on the loss per share and thus are ignored in the diluted per share calculation. |
11