ANNUAL REPORT 2001


 


 

       
 
 
 
 
 
2001 ANNUAL REPORT



Dear Shareholder,

     The year 2001 will long be remembered. From the tragic events of September, to the action of the Federal Reserve to cut interest rates eleven times, to the slow down in the economy, to the crisis in the local steel industry, and the stock market decline, the events of the last year were unprecedented.


     2001 was also a year in which my banking industry peers provided me the honor of serving as Chairman of America’s Community Bankers, a national community bank trade association. ACB members, whose aggregate assets are more than $1 trillion, pursue progressive, entrepreneurial and service-oriented strategies in providing financial services to benefit their customers and communities.

     My responsibilities as Chairman of America’s Community Bankers included the opportunity to travel our great nation and learn the best practices of community bankers as we use the resources entrusted to us to build our local economies. My duties included representing our industry in testimony before Congress, interaction with bank regulators as well as Federal Reserve policy makers, and participation in banking conferences both in the United States and abroad. Those experiences highlighted the enduring strength of the American spirit and our will to react vigorously to unforeseen challenges.

[David and Ann Bochnowski]
David A. Bochnowski delivers the opening speech to the Annual Convention of America’s Community Bankers in New Orleans, Louisiana.
  [Quality, Community, Value]

[David A. Bochnowski]
David and Ann Bochnowski journeyed to Tokyo for the 12th Special Seminar on International Finance, where he addressed the need for Congress to increase federal deposit insurance coverage of retirement accounts. They are shown with Sumio Kinoshita, president and CEO of Nikkin, The Japan Financial News co., Ltd. (the conference sponsor), and a delegate.


 

RESPONDING WITH

RECORD EARNINGS

IN 2001

 

 

BUILDING SHAREHOLDER

VALUE CONTINUES TO BE

OUR HIGHEST PRIORITY

[Peoples Website Graphic]
Peoples Bank’s Web site provides information
about products, services and shareholder relations.

     The NorthWest Indiana Bancorp, and our subsidiary Peoples Bank, responded to the events of 2001 with a record performance.
Our earnings were $4.7 million and the assets grew 12.3% to $441 million.
Operating costs were up a modest 4.9%, while income from banking operations increased 20.4%.
Investment and trust services continued to grow with the book value of assets under management reaching $94.5 million at year-end.

     Our asset growth was fueled by an 8.9% increase in core accounts — checking, savings, money market and sweep accounts — and a 10.6% increase in certificates of deposit. Those funds were put to work in our local economy funding an 18.2% increase in residential loans and a 12.8% increase in commercial loans. Despite the impact of economic pressures on our customers, non-performing loans to total assets remained at a manageable level of 0.66%, with foreclosed real estate totaling $111 thousand.

     Building shareholder value continues to be our highest priority.

Our consistent strong earnings, asset quality, growth and $35.9 million of shareholder equity combine to provide a fair return to our shareholders.
Our stock price appreciated 6.25% in 2001 and during the year the Board of Directors increased our dividend 8.33% for a combined compound annual return to shareholders of 11.67%.

     Our commitment to shareholder value requires consistent investment that broadens our ability to provide quality service to our customers. This year everyone at the Bank participated in Service Plus and Sales Plus training, which improved our customer service skills as well as our individual ability to proactively inform customers about the features and benefits of our products and services. We adopted a Performance Management System that allows management to measure and reward the individual performance of each employee consistent with individual achievement of goals under our strategic business plan.

     Providing quality service to our customers also requires investment in delivery channels for our products and services. This year we rolled out a Web site providing information about products, services, and shareholder relations at www.peoplesbanksb.com.


 

Our expansion into the Hobart market completed the first full year of operation with branch growth running nearly three years ahead of projections.

     During the year we expanded our operations to include a Compliance Officer charged with the duty of ensuring our compliance with the myriad of federal and state banking regulations that guide our operations. This augments existing internal audit and loan review functions strengthening our ability to perform risk assessment of our banking operations.

     As we look to the coming year, our services will be enhanced by the introduction of Internet banking for our business and retail customers, along with the investment of $1 million in technology and technology upgrades. Operating efficiencies remain a strategic goal and compliment our belief that providing quality products and services at low cost builds lasting shareholder value. We plan to expand our presence in Munster with a new corporate facility which will alleviate the pressure of our growth over the last fifteen years and accommodate our future expansion.

     Our success in building shareholder value through consistent high performance relies on three critical components of our operating philosophy.

We care about our customers and know that customer loyalty begins with quality service that meets their individual needs.
We care about our staff and their professional and personal development and our ability to recognize their hard work.
We care about doing things right, so that our customers can rely on the accuracy of their bank statements and the public can rely on the integrity of our financial statements.

     The track record of performance we have built relies on the confidence of our shareholders in our strategic commitment to community banking. With your continued support, we will seek new horizons and opportunities to expand our presence as a thriving community bank, serving the needs of Northwest Indiana.

   
  Sincerely,
  [Signiture of David A. Bachnowski]
  David A. Bochnowski
Chairman and Chief
Executive Officer

[Hobart Branch]
Our Hobart branch growth is running nearly three years ahead of projections.

SEEKING NEW HORIZONS

AND OPPORTUNITIES

TO EXPAND


 

Selected Consolidated Financial Data

(In Thousands of Dollars, except Per Share Data)

                                                 
Fiscal Year Ended   December 31,   December 31,   December 31,   December 31,   December 31,   December 31,
    2001   2000   1999   1998   1997   1996 (1)
   
 
 
 
 
 
Statement of Income:
                                               
     Total interest income
  $ 28,425     $ 28,077     $ 25,607     $ 25,235     $ 23,669     $ 22,337  
     Total interest expense
    13,222       13,386       11,281       12,310       11,721       11,287  
     
     
     
     
     
     
     Net interest income
    15,203       14,691       14,326       12,925       11,948       11,050  
     Provision for loan losses
    230       175       200       110       221       85  
     
     
     
     
     
     
     Net interest income after provision for
     loan losses
    14,973       14,516       14,126       12,815       11,727       10,965  
     
     
     
     
     
     
     Noninterest income
    2,402       1,995       1,659       1,347       1,066       682  
     Noninterest expense
    9,911       9,449       8,774       7,938       7,154       8,039 (1)
     
     
     
     
     
     
     Net noninterest expense
    7,509       7,454       7,115       6,591       6,088       7,357  
     
     
     
     
     
     
     Income tax expenses
    2,754       2,691       2,775       2,461       2,223       1,419  
     Cumulative effect of changes in
     accounting
                                   
     
     
     
     
     
     
     Net income
  $ 4,710     $ 4,371     $ 4,236     $ 3,763     $ 3,416     $ 2,189  
     
     
     
     
     
     
     Basic earnings per common share
  $ 1.73     $ 1.61     $ 1.53     $ 1.36     $ 1.24     $ 0.80  
     Diluted earnings per common share
  $ 1.71     $ 1.60     $ 1.52     $ 1.35     $ 1.23     $ 0.79  
     Cash dividends declared per common
     share
  $ 1.04     $ 0.96     $ 0.84     $ 0.74     $ 0.64     $ 0.58  
                                                 
    December 31,   December 31,   December 31,   December 31,   December 31,   December 31,
    2001   2000   1999   1998   1997   1996
   
 
 
 
 
 
Balance Sheet:
                                               
     Total assets
  $ 440,710     $ 392,313     $ 361,719     $ 345,417     $ 319,609     $ 299,419  
     Loans receivable
    342,642       326,207       295,813       273,433       272,213       244,696  
     Investment securities
    67,260       38,128       41,931       36,350       29,362       40,024  
     Deposits
    355,215       324,310       306,647       293,222       272,090       256,420  
     Borrowed funds
    44,989       30,599       18,607       17,320       14,628       12,261  
     Total stockholders’ equity
    35,882       33,529       32,471       31,316       29,482       27,815  
                                                 
Fiscal Year Ended   December 31,   December 31,   December 31,   December 31,   December 31,   December 31,
    2001   2000   1999   1998   1997   1996
   
 
 
 
 
 
Interest Rate Spread During Period:
                                               
     Average effective yield on loans and
     investment securities
    7.29 %     7.88 %     7.61 %     8.00 %     8.16 %     7.98 %
     Average effective cost of deposits and
     borrowings
    3.55 %     3.95 %     3.54 %     4.16 %     4.32 %     4.32 %
     
     
     
     
     
     
     Interest rate spread
    3.74 %     3.93 %     4.07 %     3.84 %     3.84 %     3.66 %
     
     
     
     
     
     
Net interest margin
    3.70 %     3.92 %     4.04 %     3.91 %     3.94 %     3.79 %
Return on average assets
    1.15 %     1.17 %     1.20 %     1.14 %     1.13 %     0.75 %
Return on average equity
    13.49 %     13.30 %     13.17 %     12.35 %     11.87 %     7.90 %
                                                 
    December 31,   December 31,   December 31,   December 31,   December 31,   December 31,
    2001   2000   1999   1998   1997   1996
   
 
 
 
 
 
     Tier 1 capital to risk-weighted
     assets
    12.5 %     12.3 %     13.5 %     14.1 %     13.8 %     14.7 %
     Total capital to risk-weighted
     assets
    13.6 %     13.6 %     14.8 %     15.3 %     15.0 %     16.0 %
     Tier 1 capital leverage ratio
    8.3 %     8.6 %     9.0 %     9.2 %     9.2 %     9.3 %
     Allowance for loan losses to total
     loans
    0.92 %     1.02 %     1.12 %     1.14 %     1.13 %     1.18 %
     Allowance for loan losses to non-
     performing loans
    108.64 %     183.54 %     412.08 %     213.06 %     257.84 %     247.40 %
     Non-performing loans to total loans
    0.85 %     0.55 %     0.27 %     0.54 %     0.44 %     0.48 %
     Total loan accounts
    4,964       4,762       4,676       4,625       4,764       4,404  
     Total deposit accounts
    30,433       28,906       27,712       26,172       25.443       24,666  
     Total branches (all full service)
    8       8       7       7       7       7  

(1)   Includes the $1.6 million one-time special assessment on FDIC-assessable deposits to recapitalize SAIF.
 
(2)   Six month period due to change in fiscal year end.
 
(3)   Data for six months ended December 31, 1993 has been annualized.


 

                                 
    December 31,   December 31,   December 31,   June 30,
    1995   1994   1993 (2)   1993
   
 
 
 
Statement of Income:
                               
     Total interest income
  $
21,123
    $ 19,122     $ 9,360     $ 19,035  
     Total interest expense
   
10,484
      8,079       4,015       8,485  
     
     
     
     
     Net interest income
   
10,639
      11,043       5,345       10,550  
     Provision for loan losses
   
80
      145       319       711  
     
     
     
     
     Net interest income after provision for loan losses
   
10,559
      10,898       5,026       9,839  
     
     
     
     
     Noninterest income
   
685
      493       253       749  
     Noninterest expense
   
6,117
      6,031       3,011       5,378  
     
     
     
     
     Net noninterest expense
   
5,432
      5,538       2,758       4,629  
     
     
     
     
     Income tax expenses
   
2,026
      2,132       902       2,158  
     Cumulative effect of changes in accounting
   
      450              
     
     
     
     
     Net income
  $
3,101
    $ 3,228     $ 1,816     $ 3,052  
     
     
     
     
     Basic earnings per common share
  $
1.13
    $ 1.18     $ 0.67     $ 1.13  
     Diluted earnings per common share
  $
1.12
    $ 1.17     $ 0.66     $ 1.10  
     Cash dividends declared per common share
  $
0.55
    $ 0.55     $ 0.25     $ 0.40  
                                 
    December 31,   December 31,   December 31,   June 30,
    1995   1994   1993   1993
   
 
 
 
Balance Sheet:
                             
     Total assets
  $
280,911
    $ 266,343     $ 251,481     $ 246,180  
     Loans receivable
   
222,293
      221,930       204,205       202,083  
     Investment securities
   
38,001
      33,678       33,639       28,910  
     Deposits
   
247,945
      234,639       222,945       219,133  
     Borrowed funds
   
3,139
      3,151       2,087       993  
     Total stockholders’ equity
   
27,204
      25,606       23,874       22,691  
                                 
Fiscal Year Ended   December 31,   December 31,   December 31,   June 30,
    1995   1994   1993 (2) (3)   1993
   
 
 
 
Interest Rate Spread During Period:
                               
     Average effective yield on loans and
     investment securities
   
8.06
%     7.66 %     7.75 %     8.24 %
     Average effective cost of deposits and borrowings
   
4.33
%     3.48 %     3.63 %     4.04 %
     
     
     
     
     Interest rate spread
   
3.73
%     4.18 %     4.12 %     4.20 %
     
     
     
     
Net interest margin
   
3.91
%     4.25 %     4.27 %     4.44 %
Return on average assets
   
1.14
%     1.24 %     1.45 %     1.28 %
Return on average equity
   
11.74
%     13.04 %     15.51 %     14.00 %
                                 
    December 31,   December 31,   December 31,   June 30,
    1995   1994   1993   1993
   
 
 
 
     Tier 1 capital to risk-weighted assets
   
15.8
%     15.9 %     15.5 %     14.9 %
     Total capital to risk-weighted assets
   
17.1
%     17.2 %     16.8 %     16.1 %
     Tier 1 capital leverage ratio
   
9.7
%     9.6 %     9.5 %     9.2 %
     Allowance for loan losses to total loans
   
1.27
%     1.24 %     1.26 %     1.15 %
     Allowance for loan losses to non-performing loans
   
268.25
%     176.46 %     454.75 %     382.34 %
     Non-performing loans to total loans
   
0.47
%     0.70 %     0.27 %     0.30 %
     Total loan accounts
   
4,606
      4,671       4,654       4,661  
     Total deposit accounts
   
23,730
      22,738       21,204       21,330  
     Total branches (all full service)
   
6
      6       6       6  

Business

     NorthWest Indiana Bancorp (the Bancorp) is a bank holding company registered with the Board of Governors of the Federal Reserve System. Peoples Bank SB (the Bank), an Indiana savings bank, is a wholly owned subsidiary of the Bancorp. The Bancorp has no other business activity other than being the holding company for Peoples Bank SB.

     The Bancorp conducts business from its main office in Munster and its other seven full-service offices located in East Chicago, Hammond, Merrillville, Dyer, Schererville and Hobart, Indiana. The Bancorp is primarily engaged in the business of attracting deposits from the general public and the origination of loans secured by single family residences and commercial real estate, as well as, construction loans and various types of consumer loans and commercial business loans. In addition, the Bancorp’s trust department provides estate administration, estate planning, guardianships, land trusts, retirement planning, self-directed IRA and Keogh accounts, investment agency accounts, and serves as personal representative of estates and acts as trustee for revocable and irrevocable trusts.

     The Bancorp’s common stock is traded in the over-the-counter market and quoted in the National Quotation Bureau’s “Pink Sheets”. On February 28, 2002, the Bancorp had 2,729,110 shares of common stock outstanding and 523 stockholders of record. This does not reflect the number of persons or entities who may hold their stock in nominee or “street” name through brokerage firms.

[Total Assets Bar Chart]

Total assets have increased from $319.6 million at December 31, 1997 to $440.7
million at December 31, 2001. Growth during 2001 totaled $48.4 million or 12.3%.


 

Management’s Discussion and Analysis of Financial Condition and Results of
Operations

General

     The Bancorp’s earnings are dependent upon the earnings of the Bank. The Bank’s earnings are primarily dependent upon net interest margin. The net interest margin is the difference between interest income earned on loans and investments and interest expense paid on deposits and borrowings stated as a percentage of average total assets. The net interest margin is perhaps the clearest indicator of a financial institution’s ability to generate core earnings. Fees and service charges, trust department income, gains and losses from the sale of assets, provisions for loan losses, income taxes and operating expenses also affect the Bancorp’s profitability.

     A summary of our significant accounting policies is detailed in Note 1 to the Bancorp’s consolidated financial statements included in this report. The preparation of our financial statements requires management to make estimates and assumptions that affect our financial condition and operating results. Actual results could differ from those estimates. Estimates associated with the allowance for loan losses, fair values of financial instruments and status of contingencies are particularly susceptible to material change in the near term as further information becomes available and future events occur.

     At December 31, 2001, the Bancorp had total assets of $440.7 million and total deposits of $355.2 million. The Bancorp’s deposit accounts are insured up to applicable limits by the Savings Association Insurance Fund (SAIF) that is administered by the Federal Deposit Insurance Corporation (FDIC), an agency of the federal government. At December 31, 2001, stockholders’ equity totaled $35.9 million, with book value per share at $13.15. Net income for 2001 was $4.7 million, or $1.73 basic earnings per common share and $1.71 diluted earnings per common share. The return on average assets (ROA) was 1.15%, while the return on average stockholders’ equity (ROE) was 13.49%.

[Total Assets Pie Chart]

At December 31, 2001, the Bancorp had total assets of $440.7million.
Interest-earning assets totaled $413.0 million and represented 93.7%
of total assets.

Asset/Liability Management and Market Risk

     Asset/liability management involves the funding and investment strategies necessary to maintain an appropriate balance between interest sensitive assets and liabilities as well as to assure adequate liquidity. These strategies determine the characteristics and mix of the balance sheet. They affect the interest margins, maturity patterns, interest rate sensitivity and risk, as well as resource allocation. For the Bancorp, the key components of asset/liability management are loans, investments, deposits and borrowed funds. Over the years, the Bancorp has directed its lending efforts toward construction loans, adjustable rate residential loans, equity lines of credit, adjustable rate commercial real estate loans and commercial business loans tied to the prime rate of interest. Consumer loans are generally made for terms of five years or less. Fixed rate residential real estate loans are generally made for contractual terms of twenty years or less. The actual cash flows from these loans generally results in a duration which is less than the contractual maturity, providing protection against the possibility of rising interest rates.

     The Bancorp is primarily a portfolio lender. Mortgage banking activities are limited to the sale of fixed rate mortgage loans with contractual maturities of twenty-five years or longer. These loans are sold, on a case-by-case basis, in the secondary market as part of the Bancorp’s efforts to manage interest rate risk. The Bancorp retains the servicing on all loans sold in the secondary market.

     The primary objective of the Bancorp’s investment portfolio is to provide for the liquidity needs of the Bancorp and to contribute to profitability by providing a stable flow of dependable earnings. Funds are generally invested in federal funds, interest-bearing balances in financial institutions, U.S. government securities and federal agency obligations. Investments are generally for terms ranging from one day to seven years. Interest-bearing balances in financial institutions include overnight deposits at the Federal Home Loan Bank of Indianapolis (FHLB). Securities are classified as either held-to-maturity or available-for-sale. Held-to-maturity securities are those that the Bancorp has the positive intent and ability to hold to maturity. Available-for-sale securities are those the Bancorp may decide to sell if needed for liquidity, asset-liability management or other reasons. The Bancorp does not have a trading portfolio. During 2001, the Bancorp did not have derivative instruments and was not involved in hedging activities as defined by SFAS 133.

     The Bancorp’s cost of funds reacts rapidly to changes in market interest rates due to the relatively short-term nature of its deposit liabilities. Consequently, the levels of short-term interest rates have influenced the Bancorp’s results of operations. In order to reduce exposure to interest-rate risk, core deposits (checking, NOW accounts, savings and money market accounts) have been aggressively marketed and certificate accounts have been competitively priced. Account activity and maturities are monitored in order to guard


 

against the outflow of funds. Borrowed money is used to compensate for reductions in the availability of other sources of funds and is generally accomplished through repurchase agreements, as well as, through a line of credit and advances from the FHLB. FHLB advances with maturities ranging from one to ten years are used to fund securities and loans of comparable duration, as well as, to reduce the impact that movements in short-term interest rates have on the Bancorp’s overall cost of funds. The Bancorp does not obtain funds through brokers.

     The Bancorp’s primary market risk exposure is interest rate risk. Interest rate risk is the risk that the Bancorp’s earnings and capital will be adversely affected by changes in interest rates. The primary approach to interest rate risk management is one that focuses on adjustments to the Bancorp’s asset/liability mix in order to limit the magnitude of interest rate risk. The Board of Directors has delegated the responsibility for measuring, monitoring and controlling interest rate risk to the Bancorp’s asset/liability management committee (ALCO). The ALCO is responsible for developing and implementing interest rate risk management strategies, establishing and maintaining a system of limits and controls, and establishing and utilizing an interest rate risk measurement system. The ALCO, which is made up of members of senior management, generally meets monthly with board presentations occurring quarterly.

     Performance from an interest rate risk perspective can be measured in many ways. Methodologies used by the Bancorp focus on net interest income and the net economic value of equity. Net interest income is defined as interest income less interest expense. Variability in net interest income arises because its components - interest income and interest expense — do not change equally as rates vary. This mismatch occurs because individual assets and liabilities reprice differently as rates change. Factors which affect net interest income include changes in the level of interest rates, changes in the relationship between Bancorp yield rates and interest costs, changes in the volume of assets and liabilities outstanding, and changes in the composition or mix of assets and liabilities. Management uses rate shock (i.e., instantaneous and sustained parallel shifts in the yield curve in 1% increments up and down 2%) for stress testing the net interest income under several rate change levels. In order to simulate activity, maturing balances are replaced with new balances at the new rate level and repricing balances are adjusted to the new rate shock level. The results are compared to limits set by the Board of Directors and are monitored to identify unfavorable trends.

     Net economic value of equity is the net present value of the Bancorp’s portfolio of assets and liabilities. By marking-to-market the components of the balance sheet, management can compute the net economic value of equity. As rates change over time, the market values of Bancorp assets and liabilities will change, with longer-term products fluctuating more than short-term products. In most cases, rate-sensitive assets and liabilities will not have the same maturity characteristics. Therefore, as rates vary, the market value of the rate-sensitive assets will not change equally with the market value of rate-sensitive liabilities. This will cause the net economic value of equity to vary. The focus of the net economic value of equity is to determine the percentage decline in the net economic value of equity caused by a 2% increase or decrease in interest rates, whichever produces the larger decline. A large value indicates a large percentage decline in the net economic value of equity due to changes in interest rates and, thus, high interest rate sensitivity. A low value indicates a small percentage decline in the net economic value of equity due to changes in interest rates and, thus, low interest rate sensitivity. As with net interest income, the results are compared to limits set by the Board of Directors and are monitored to identify unfavorable trends.

     Presented in the following tables is forward-looking information about the Bancorp’s sensitivity to changes in interest rates as of December 31, 2001 and 2000. The tables incorporate the Bancorp’s internal system generated data as related to the maturity and repayment/withdrawal of interest-earning assets and interest-bearing liabilities. Prepayment assumptions are based on published data. Present value calculations use current published market interest rates. For core deposits that have no contractual maturity, the table presents principal cash flows and, as applicable, related weighted-average interest rates based on the Bancorp’s historical experience, management’s judgment, and statistical analysis, as applicable, concerning their most likely withdrawal behaviors, but not as to when they could be repriced.

Interest Rate Risk at December 31, 2001

                                                   
Net Interest Income   Net Economic Value of Equity

 
Change   Amount   % Chg.   Policy   Amount   % Chg.   Policy
in rates         Limit %                   Limit %
 
2%
  $ 16,147     -7.8     -20     $ 44,377     -19.5     -30  
 
1%
  $ 16,850     -3.7     -10     $ 49,815     -9.6     -15  
 
0%
  $ 17,505       0.0             $ 55,116       0.0          
-
1%
$ 17,763       1.5     -10     $ 56,896       3.2     -15  
-
2%
$ 18,046       3.1     -20     $ 57,513       4.4     -30  

Interest Rate Risk at December 31, 2000

                                                   
Net Interest Income   Net Economic Value of Equity

 
Change   Amount   % Chg.   Policy   Amount   % Chg.   Policy
in rates         Limit %                     Limit %
 
2%
  $ 13,455     -6.5     -20     $ 44,879     -11.9     -30  
 
1%
  $ 13,978     -2.9     -10     $ 47,937     -5.9     -15  
 
0%
  $ 14,397       0.0             $ 50,945       0.0          
-
1%
$ 14,478       0.6     -10     $ 51,918       1.9     -15  
-
2%
$ 14,369     -0.2     -20     $ 51,639       1.4     -30  

     The tables show that the Bancorp has managed interest rate risk within the policy limits set by the Board of Directors. At December 31, 2001, an increase in interest rates of 2% would have resulted in a 7.8% decrease in net interest income and a 19.5% decrease in the net economic value of equity compared to decreases of 6.5% and 11.9%,


 

at December 31, 2000. The increase in interest rate risk at December 31, 2001 was due to a reduction in overnight investments and increased short-term borrowings at year-end, as loan demand increased during the fourth quarter of 2001.

Financial Condition

     During the year ended December 31, 2001, total assets increased by $48.4 million (12.3%), with interest-earning assets increasing by $44.9 million (12.2%). At December 31, 2001, interest-earning assets totaled $413.1 million and represented 93.7% of total assets. Loans totaled $342.6 million and represented 82.9% of interest-earning assets, 77.7% of total assets and 96.5% of total deposits. The loan portfolio, which is the Bancorp’s largest asset, is a significant source of both interest and fee income. The Bancorp’s lending strategy stresses quality growth, product diversification, and competitive and profitable pricing. The loan portfolio includes $12.7 million (3.7%) in construction and land development loans, $190.4 (55.6%) in residential real estate loans, $91.4 million (26.7%) in commercial and multifamily real estate loans, $9.9 million (2.9%) in consumer loans and $38.2 million (11.1%) in commercial business and other loans. During 2001, loans increased by $16.4 million (5.0%), with increases taking place in residential real estate loans and commercial business loans. Adjustable rate loans comprised 46% of total loans at year-end. Growth during the first nine months of 2001 was slow due to expected loan pay-offs in the commercial loan portfolio, an increase in refinancing activity and prepayments due to declining interest rates, and the sale of fixed rate residential mortgage loans from current production. Loan growth during the fourth quarter was strong despite the economic slowdown and management believes that the positive trend in loan growth will continue during 2002 because of a lower interest rate environment and an aggressive marketing and call program effort. Management expects to fund loan growth with a mix of core deposits and borrowed funds.

[Total Loans]

Total loans have increased from $272.2 million at December 31, 1997
to $342.6 million at December 31, 2001. During 2001, loans increased
by $16.4 million or 5.0%.

     During 2001, the Bancorp sold $4.7 million in fixed rate mortgages compared to $795 thousand in 2000 and $2.5 million in 1999. All loans sold had contractual maturities exceeding twenty-five years. Net gains realized from the sales totaled $64 thousand, $34 thousand and $30 thousand for 2001, 2000 and 1999. Net mortgage loan servicing income totaled $4 thousand for 2001, compared to $15 thousand for 2000, and $16 thousand for 1999. At December 31, 2001, the Bancorp had $807 thousand classified as loans held for sale. During 2002, the Bancorp expects to continue selling fixed rate mortgage loans, with contractual maturities of twenty-five years or longer, on a case-by-case basis as part of its efforts to manage interest rate risk.

[Loan Composition Pie Chart]

At December 31, 2001, loans receivable totaled $342.6 million and
represented 83.0% of interest-earning assets.

     At December 31, 2001, non-performing loans, which include those loans that are 90 days or more past due and those loans that have been placed on non-accrual status, totaled $2.9 million, an increase of $1.1 million from the prior year. The ratio of non-performing loans to total assets was 0.66% at December 31, 2001, compared to 0.46% at December 31, 2000. The December 31, 2001 balance includes $2.5 million in loans accounted for on a non-accrual basis and $415 thousand in accruing loans which were contractually past due 90 days or more. At December 31, 2001, $2.9 million of the Bancorp’s loans were internally classified as substandard, equaling the $2.9 million reported at December 31, 2000. There were no loans classified as doubtful or loss. Substandard loans include non-performing loans and potential problem loans, where information about possible credit problems or other conditions causes management to question the ability of such borrowers to comply with loan repayment terms.


 

     The balances for non-performing and substandard loans consists largely of three loans totaling $1.53 million to a company, and its guarantors, that specializes in heavy hauling, trucking and excavating. Two of the loans, totaling $1.46 million, have been classified as impaired. Impaired loans are loans where full payment under the loan terms is not expected. No other loans were considered to be impaired loans as of, or for the twelve months ended December 31, 2001.

     At December 31, 2001, management of the Bancorp is of the opinion that there are no loans, except those discussed above, where known information about possible credit problems of borrowers causes management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms and which may result in disclosure of such loans as nonaccrual, past due or restructured loans. Also, at December 31, 2001, there are no other interest bearing assets that would be required to be disclosed as nonaccrual, past due, restructured or potential problem if such assets were loans. Management does not anticipate that any of the non-performing loans or classified loans would materially impact future operations, liquidity or capital resources.

     Because some loans may not be repaid in accordance with contractual agreements, an allowance for loan losses (ALL) has been maintained. While management may periodically allocate portions of the allowance for specific problem loans, the entire allowance is available to absorb all credit losses that arise from the loan portfolio and is not segregated for, or allocated to, any particular loan or group of loans. During 2001, additions to the ALL account totaled $230 thousand compared to $175 thousand for 2000 and $200 thousand for 1999. The provision is based on management’s current judgments about the credit quality of the loan portfolio, loan portfolio growth, changes in the portfolio mix and local economic conditions. While the quality of the loan portfolio remains sound, provisions during 2001 were warranted because of increased average daily loan balances, apparent weaknesses in the local economy, the inherent risk associated with growth in commercial real estate and commercial business loans, and an increase in the level of charge-offs. Charge-offs, net of recoveries, totaled $396 thousand during 2001, compared to $162 thousand for 2000 and $23 thousand for 1999. The appropriateness of the current year provision and the overall adequacy of the ALL were determined through a disciplined and consistently applied quarterly process that combines a review of current activity with a risk assessment worksheet.

     At December 31, 2001, the ALL to total loans was 0.92% compared to 1.02% at December 31, 2000, while the ALL to non-performing loans (coverage ratio) was 108.6% compared to 183.5% for the same periods. The December 31, 2001 balance in the ALL account of $3.2 million is considered adequate by management after evaluation of the loan portfolio, past experience and current economic and market conditions.

     The allocation of the ALL reflects performance and growth trends within the various loan categories, as well as, consideration of the facts and circumstances that affect the repayment of individual loans, as well as, loans which have been pooled as of the evaluation date, with particular attention given to non-performing loans and loans which have been classified as substandard, doubtful or loss. Management has allocated general reserves to all non-performing loans based on current information available. During 2001, additions to the ALL were allocated to commercial business loans due to the increase in non-performing balances resulting from two impaired loans and growth in this product area.

[Allowance for Loan Losses]

At December 31, 2001, the Bancorp had $3.2 million in the Allowance for
Loan Losses account. The amount represents 0.92% of loans outstanding
and 108.64% of non-performing loans.

     At December 31, 2001, the Bancorp’s investment portfolio totaled $67.3 million and was invested as follows: 73.0% in U.S. government agency debt securities, 1.2% in U.S. government debt securities, and 25.8% in U.S. government agency mortgage-backed securities and collateralized mortgage obligations. At December 31, 2001, securities available-for-sale totaled $64.0 million or 95.1% of total securities. AFS securities are those the Bancorp may decide to sell if needed for liquidity, asset-liability management or other reasons. In addition, at December 31, 2001, the Bancorp had $144 thousand in federal funds sold, and $2.2 million in FHLB stock. During 2001, falling interest rates and volatility in financial markets resulted in strong deposit growth, as well as, increases in loan prepayments and refinancing activity. As cash inflows outpaced loan production during the first nine months, funds were invested in securities causing the investment portfolio to increase by $31.1 million (86.0%).


 

[Total Deposits]

Deposits are the major source of funds for lending and other investment
purposes. During 2001, deposits increased by $30.9 million or 9.5%.

     Deposits are a fundamental and cost-effective source of funds for lending and other investment purposes. The Bancorp offers a variety of products designed to attract and retain customers, with the primary focus on building and expanding relationships. At December 31, 2001, deposits totaled $355.2 million. During 2001, deposit growth totaled $30.9 million (9.5%). NOW accounts increased $3.2 million (8.3%), checking accounts increased $4.3 million (15.3%), money market deposit accounts (MMDA’s) increased $750 thousand (1.7%), savings accounts increased $4.9 million (10.8%), and certificates of deposit increased by $17.6 million (10.6%). At December 31, 2001, the deposit base was comprised of 14.2% savings accounts, 12.9% MMDAs, 12.0% NOW accounts, 9.2% checking accounts and 51.7% certificates of deposit. The growth in deposits was a result of competitive product offerings, an aggressive marketing program, and volatility in the financial markets.

     Borrowings are primarily used to fund asset growth not supported by deposit generation. At December 31, 2001, borrowed funds totaled $45.0 million compared to $30.6 million at December 31, 2000, an increase of $14.4 million (47.0%). Repurchase agreements totaled $15.6 million compared to $11.9 million at December 31, 2000, an increase of $3.7 million (31.1%). FHLB advances totaled $17.0 million, increasing $5.5 million, as the Bancorp extended the maturity structure of interest-bearing liabilities at cost effective interest rates. Other short-term borrowings totaled $12.4 million compared to $7.2 million at December 31, 2000, an increase of $5.2 million to meet short-term funding requirements.

Liquidity and Capital Resources

     For the Bancorp, liquidity management refers to the ability to generate sufficient cash to fund current loan demand, meet savings deposit withdrawals, and pay dividends and operating expenses. The Bancorp’s primary goal for liquidity management is to ensure that at all times it can meet the cash demands of its depositors and its loan customers. A secondary purpose of liquidity management is profit management. Because profit and liquidity are often conflicting objectives, management attempts to maximize the Bancorp’s net interest margin by making adequate, but not excessive, liquidity provisions. Finally, because the Bancorp is subject to legal reserve requirements under Federal Reserve Regulation D, liquidity is managed to ensure that the Bancorp maintains an adequate level of legal reserves.

     Changes in the liquidity position result from operating, investing and financing activities. Cash flows from operating activities are generally the cash effects of transactions and other events that enter into the determination of net income. The primary investing activities include loan originations, loan repayments, investments in interest bearing balances in financial institutions, and the purchase and maturity of investment securities. Financing activities focus almost entirely on the generation of customer deposits. In addition, the Bancorp utilizes borrowings (i.e., repurchase agreements and advances from the FHLB) as a source of funds.

[Capital to Average Assets]

Management firmly believes that the safety and soundness of the Bancorp
is enhanced by maintaining a high level of capital. At December 31, 2001,
the Bancorp’s capital exceeded all regulatory requirements. The Bancorp is
categorized as “well capitalized”. The ratio of Tier 1 capital to adjusted
average assets reflects the change in capital over the periods presented as a
result of profitability and success in managing growth. In addition, Tier 1
capital to risk-weighted assets was 12.5% and total capital to risk-weighted
assets was 13.6%.

     During 2001, cash and cash equivalents decreased $483 thousand, compared to an increase of $2.8 million for 2000 and a decrease of $12.7 million for 1999. The decrease for 2001 reflects the increase in securities and loans receivable. During 2001, the primary sources of cash and cash equivalents were deposit growth, proceeds from the maturities and sales of securities, loan prepayments, borrowed funds, and cash provided by operating activities. The primary uses of cash and cash equivalents were the purchase of securities, loan originations, and the payment of common stock dividends. During 2001, cash provided by operating activities totaled $5.6 million, compared to $5.3 million for 2000 and $5.1 million for 1999. The primary source of the increase during 2001 was the increase in net income. Cash outflows


 

for investing activities totaled $48.9 million during 2001, compared to $28.7 million for 2000 and $29.8 million for 1999. The increase during 2001 reflects loan growth and purchases of securities. The net change in loans receivable and loan participations purchased totaled $17.4 million during 2001, compared to $30.6 million for 2000 and $22.6 million for 1999. Cash flows from financing activities totaled $42.7 million during 2001, compared to $26.2 million for 2000 and $12.0 million for 1999. The increase during 2001 reflects deposit growth and increased borrowings. Deposit growth during 2001 totaled $30.9 million, compared to $17.7 million for 2000 and $13.4 million for 1999. The increase in FHLB advances and other borrowed funds totaled $14.4 million during 2001, compared to $12.0 million during 2000 and $1.3 million for 1999. During 2001, the Bancorp used low cost advances to extend the maturity structure of interest-bearing liabilities and utilized its line of credit for short-term funding. The Bancorp paid dividends on common stock of $2.8 million during 2001, compared to $2.5 million for 2000 and $2.3 million for 1999.

     At December 31, 2001, outstanding commitments to fund loans totaled $63.0 million. Approximately 77% of the commitments were at variable rates. Management believes that the Bancorp has sufficient cash flow and borrowing capacity to fund all outstanding commitments and to maintain proper levels of liquidity.

     Management strongly believes that safety and soundness is enhanced by maintaining a high level of capital. During 2001, stockholders’ equity increased by $2.4 million (7.0%). The increase resulted primarily from earnings of $4.7 million for 2001. In addition, $223 thousand represents proceeds from the exercise of 22,960 stock options. The Bancorp declared $2.8 million in cash dividends. The net unrealized gain on available-for-sale securities, net of tax, was $254 thousand. At December 31, 2001, book value per share was $13.15 compared to $12.39 at December 31, 2000.

     The Bancorp is subject to risk-based capital guidelines adopted by the Board of Governors of the Federal Reserve System (the FRB), and the Bancorp is subject to risk-based capital guidelines adopted by the FDIC. As applied to the Bancorp and the Bank, the FRB and FDIC capital requirements are substantially the same. These regulations divide capital into two tiers. The first tier (Tier 1) includes common equity, certain non-cumulative perpetual preferred stock and minority interests in equity accounts of consolidated subsidiaries, less goodwill and certain other intangible assets. Supplementary (Tier 2) capital includes, among other things, cumulative perpetual and long-term limited-life preferred stock, mandatory convertible securities, certain hybrid capital instruments, term subordinated debt and the allowance for loan losses, subject to certain limitations, less required deductions. The Bancorp and the Bank are required to maintain a total risk-based capital ratio of 8%, of which 4% must be Tier 1 capital. In addition, the FRB and FDIC regulations provide for a minimum Tier 1 leverage ratio (Tier 1 capital to adjusted average assets) of 3% for financial institutions that meet certain specified criteria, including that they have the highest regulatory rating and are not experiencing or anticipating significant growth. All other financial institutions are required to maintain a Tier 1 leverage ratio of 3% plus an additional cushion of at least one to two percent.

     The following table shows that, at December 31, 2001, the Bancorp’s capital exceeded all regulatory capital requirements. At December 31, 2001, the Bancorp’s and the Bank’s regulatory capital ratios were substantially the same. The dollar amounts are in millions.

                                                 
                    Required for   To be well
    Actual   adequate capital   capitalized
   
 
 
    Amount   Ratio   Amount   Ratio   Amount   Ratio
   
 
 
 
 
 
Total capital to risk-weighted assets
  $ 38.8       13.6 %   $ 22.8       8.0 %   $ 28.5       10.0 %
Tier 1 capital to risk-weighted assets
  $ 35.6       12.5 %   $ 11.4       4.0 %   $ 17.1       6.0 %
Tier 1 capital to adjusted average assets
  $ 35.6       8.3 %   $ 12.8       3.0 %   $ 21.3       5.0 %

Results of Operations — Comparison of 2001 to 2000

     Net income for 2001 was $4.7 million, compared to $4.4 million for 2000, an increase of $339 thousand (7.8%). The earnings represent a return on average assets of 1.15% for 2001 compared to 1.17% for 2000. The return on average equity was 13.49% for 2001 compared to 13.30% for 2000.

     Net interest income for 2001 was $15.2 million, up $512 thousand (3.5%) from $14.7 million for 2000. The increase in net interest income was due to growth in average daily balances for interest earning assets. During 2001, the Federal Reserve Board cut interest rates 11 times for a total of 425 basis points, bringing the Fed Funds rate to 1.75%, its lowest level in 40 years. The Fed’s aggressive easing was in response to weakening national economy. The actions of the Federal Reserve Board resulted in significant repricing for both interest-earning assets and interest-bearing liabilities. Falling rates resulted in lower yields for investments and loans as securities were called, while loans either repriced or refinanced at lower rates. Yields fell faster than the cost of funds for most of the year as deposit rates lagged market decreases because of competitive pressures, the maturity structure of the Bancorp’s certificates of deposit, and the existing low rates on core accounts. The weighted-average yield on interest-earning assets was 7.29% for 2001 compared to 7.88% for 2000. The weighted-average cost of funds was 3.55% for 2001 compared to 3.95% for 2000. The impact of the 7.29% return on interest-earning assets and the 3.55% cost of funds resulted in a net interest spread of 3.74% for 2001 compared to 3.93% for 2000. During 2001, total interest income increased by $348 thousand (1.2%) while total interest expense decreased by $164 thousand (1.2%). The net interest margin was 3.70% for 2001 compared to 3.92% for 2000.


 

     During 2001, interest income from loans decreased by $392 thousand (1.5%) compared to 2000. The decrease was due to increased prepayment activity and lower yields as rates for new originations and refinances fell throughout the year. The weighted-average yield on loans outstanding was 7.72% for 2001 compared to 8.11% for 2000. Loan balances averaged $325.9 million for 2001, up $11.0 million (3.5%) from $314.9 million for 2000. During 2001, interest income from securities and other interest earning assets increased by $740 thousand (29.3%) compared to 2000. The increase was due to higher average daily balances. The weighted-average yield on securities and other interest earning assets was 5.12% for 2001 compared to 6.11% for 2000. Securities and other interest earning assets averaged $63.8 million for 2001, up $22.5 million (54.5%) from $41.3 million for 2000.

[Net Interest Margin Chart]

The net interest margin is total interest income minus total interest
expense stated as a percentage of average total assets. During 2001, the
decrease was primarily due to a lower interest rate environment.

     Interest expense for deposits decreased by $302 thousand (2.5%) during 2001 compared to 2000. The decrease was due to a lower cost of funds. The weighted-average rate paid on deposits for 2001 was 3.45% compared to 3.83% for 2000. The lower cost of funds reflects a falling interest rate environment. Total deposit balances averaged $340.9 million for 2001, up $26.4 million (8.4%) from $314.5 million for 2000. Interest expense on borrowed funds increased by $138 thousand (10.3%) during 2001 due to increases in average daily balances. The weighted-average cost of borrowed funds was 4.72% for 2001 compared to 5.55% for 2000. Borrowed funds averaged $31.2 million during 2001, up $7.1 million (29.5%) from $24.1 million for 2000 due to favorable interest rates. Borrowed funds have provided a cost-effective supplement to deposits for funding interest-earning asset growth.

     Noninterest income was $2.4 million for 2001, up $407 thousand (20.4%) from $2.0 million during 2000. During 2001, fees and service charges increased $150 thousand (9.5%) and income from Trust operations increased $36 thousand (9.3%) compared to 2000. During 2001, the Bancorp reported $64 thousand in gains on sales of loans compared to $34 thousand for 2000. Gains on securities totaled $142 thousand during 2001, as falling interest rates enabled the Bancorp to sell securities with expected calls. In addition, the Bancorp reported $12 thousand in gains on sale of foreclosed real estate. No security gains or foreclosed real estate gains were reported during 2000.

     Noninterest expense for 2001 was $9.9 million, up $462 thousand (4.9%) from $9.4 million for 2000. During 2001, management implemented initiatives focused on limiting the increase of noninterest expenses from Bancorp operations. The increase in compensation and benefits was due to annual salary increases and additional staffing for current operations resulting from the Hobart facility that opened during the fourth quarter of 2000. Other expense changes were due to standard increases in operations and the new Hobart facility. The Bancorp’s efficiency ratio for 2001 was 56.3% compared to 56.6% for 2000. The ratio is determined by dividing total noninterest expense by the sum of net interest income and total noninterest income for the period.

     Income tax expenses for 2001 totaled $2.8 million compared to $2.7 million for 2000, an increase of $63 thousand (2.3%). The increase was due to increased earnings. The combined effective federal and state tax rates for the Bancorp were 36.9% for 2001 and 38.1% for 2000. The reduction during 2001 was a result of investments in low-income housing tax credits.

[Efficiency Ratio]

The efficiency ratio measures how much of the Bancorp’s revenue is consumed
by operating costs. The efficiency ratio is determined by dividing
total noninterest expense by the sum of net interest income and total noninterest
income for the period. At December 31, 2001, the Bancorp’s efficiency ratio was 56.3%.

 


 

Results of Operations — Comparison of 2000 to 1999

     Net income for 2000 was $4.4 million, compared to $4.2 million for 1999, an increase of $135 thousand (3.2%). The earnings represent a return on average assets of 1.17% for 2000 compared to 1.20% for 1999. The return on average equity was 13.30% for 2000 compared to 13.17% for 1999.

     Net interest income for 2000 was $14.7 million, up $365 thousand (2.5%) from $14.3 million for 1999. The increase in net interest income was due to higher yields on interest-earning assets and growth in average daily balances for loans. The weighted-average yield on interest-earning assets was 7.88% for 2000 compared to 7.61% for 1999. The weighted-average cost of funds was 3.95% for 2000 compared to 3.54% for 1999. The impact of the 7.88% return on interest-earning assets and the 3.95% cost of funds resulted in a net interest spread of 3.93% for 2000 compared to 4.07% for 1999. During 2000, total interest income increased by $2.5 million (9.6%) while total interest expense increased by $2.1 million (18.7%). The net interest margin was 3.92% for 2000 compared to 4.04% for 1999.

     During 2000, interest income from loans increased by $2.9 million (12.8%) compared to 1999. The increase was due to higher yields and higher average daily balances for the loan portfolio. The weighted-average yield on loans outstanding was 8.11% for 2000 compared to 7.90% for 1999. Loan balances averaged $314.9 million for 2000, up $28.3 million (9.9%) from $286.6 million for 1999. During 2000, interest income from securities and other interest earning assets decreased by $431 thousand (14.6%) compared to 1999. The decrease was due to lower average daily balances. The weighted-average yield on securities and other interest earning assets was 6.11% for 2000 compared to 5.92% for 1999. Securities and other interest earning assets averaged $41.3 million for 2000, down $8.6 million (17.2%) from $49.9 million for 1999.

     Interest expense for deposits increased by $1.7 million (16.3%) during 2000 compared to 1999. The increase was due to a higher cost of funds and growth in average daily balances. The weighted-average rate paid on deposits for 2000 was 3.83% compared to 3.45% for 1999. The higher cost of funds reflected a rising interest rate environment. Total deposit balances averaged $314.5 million for 2000, up $14.1 million (4.7%) from $300.4 million for 1999. Interest expense on borrowed funds increased by $413 thousand (44.7%) during 2000 due to higher rates and increases in average daily balances. The weighted-average cost of borrowed funds was 5.55% for 2000 compared to 5.11% for 1999. Borrowed funds averaged $24.1 million during 2000, up $6.0 million (33.1%) from $18.1 million for 1999. Borrowed funds provided a cost-effective supplement to certificates of deposit, as deposit pricing within the Bancorp’s local market area was very competitive.

     Noninterest income was $2.0 million for 2000, up $336 thousand (20.3%) from $1.7 million during 1999. During 2000, management continued to implement initiatives focused on improving noninterest income from Bancorp operations. As a result, fees and service charges increased $312 thousand (24.8%) and income from Trust operations increased $49 thousand (14.5%) compared to 1999.

     Noninterest expense for 2000 was $9.4 million, up $675 thousand (7.7%) from $8.8 million for 1999. The increase in compensation and benefits was due to additional staffing, annual salary increases and the increased cost of employee benefits. The increase in marketing was due to an aggressive direct mail program focused on loan, deposit and trust products. Other expense changes were due to standard increases in operations. The Bancorp’s efficiency ratio for 2000 was 56.6% compared to 54.9% for 1999.

     Income tax expenses for 2000 totaled $2.7 million compared to $2.8 million for 1999, a decrease of $84 thousand (3.0%). The reduction during 2000 was a result of investments in low-income housing tax credits. The combined effective federal and state tax rates for the Bancorp were 38.1% for 2000 and 39.6% for 1999.

Impact of Inflation and Changing Prices

     The financial statements and related data presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America, which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation. The primary assets and liabilities of the Bancorp are monetary in nature. As a result, interest rates have a more significant impact on the Bancorp’s performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or magnitude as the prices of goods and services.

Forward-Looking Statements

     This document (including information incorporated by reference) contains, and future oral and written statements of the Bancorp and its management may contain, forward-looking statements, within the meaning of such term in the Private Securities Litigation Reform Act of 1995, with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Bancorp. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Bancorp’s management and or information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Bancorp undertakes no obligation to update any statement in light of new information or future events.


 

     The Bancorp’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the Bancorp and its subsidiaries include, but are not limited to, the following:

     •     The strength of the United States economy in general and the strength of the local economies in which the Bancorp conducts its operations which may be less favorable than expected and may result in, among other things, a deterioration in the credit quality and value of the Bancorp’s assets.

     •     The economic impact of the terrorist attacks that occurred on September 11th, as well as any future threats and attacks, and the response of the United States to any such threats and attacks.

     •     The effects of, and changes in, federal, state and local laws, regulations and policies affecting banking, securities, insurance and monetary and financial matters.

     •     The effects of changes in interest rates (including the effects of changes in the rate of prepayments of the Bancorp’s assets) and the policies of the Board of Governors of the Federal Reserve System.

     •     The ability of the Bancorp to compete with other financial institutions as effectively as the Bancorp currently intends due to increases in competitive pressures in the financial services sector.

     •     The inability of the Bancorp to obtain new customers and to retain existing customers.

     •     The timely development and acceptance of products and services, including products and services offered through alternative delivery channels such as the Internet.

     •     Technological changes implemented by the Bancorp and by other parties, including third party vendors, which may be more difficult or more expensive than anticipated or which may have unforeseen consequences to the Bancorp and its customers.

     •     The ability of the Bancorp to develop and maintain secure and reliable electronic systems.

     •     The ability of the Bancorp to retain key executives and employees and the difficulty that the Bancorp may experience in replacing key executives and employees in an effective manner.

     •     Consumer spending and saving habits which may change in a manner that affects the Bancorp’s business adversely.

     •     Business combinations and the integration of acquired businesses which may be more difficult or expensive than expected.

     •     The costs, effects and outcomes of existing or future litigation.

     •     Changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies and the Financial Accounting Standards Board.

     •     The ability of the Bancorp to manage the risks associated with the foregoing as well as anticipated.

     These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning the Bancorp and its business, including other factors that could materially affect the Bancorp’s financial results, is included in the Bancorp’s filings with the Securities and Exchange Commission.

[Return on Assets]

Return on assets (ROA) indicates the overall operating efficiency of a
company. The ratio is determined by stating net income as a percentage of average total assets.

[Return on Equity]

Return on equity (ROE) is determined by stating net income as a percentage
of average stockholders’ equity. The ratio is important to the Bancorp’s
stockholders because it measures the return on their invested capital.
The increase in ROE for 2001 reflects record earnings.


 

[Crowe Chizek Logo]

Report of Independent Auditors

Board of Directors and Stockholders
NorthWest Indiana Bancorp
Munster, Indiana

We have audited the accompanying consolidated balance sheets of NorthWest Indiana Bancorp (the Bancorp) as of December 31, 2001 and 2000 and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Bancorp’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of NorthWest Indiana Bancorp as of December 31, 2001 and 2000 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America.

   
  [Signiture of Crowe, Chizek and Company]
  Crowe, Chizek and Company LLP

South Bend, Indiana
January 7, 2002


 

Consolidated Balance Sheets

                       
(Dollars in thousands)   December 31,
 
          2001   2000
         
 
ASSETS
               
 
Cash and non-interest bearing balances in financial institutions
  $ 16,792     $ 14,013  
 
Interest bearing balances in financial institutions
          3,320  
 
Federal funds sold
    144       86  
 
   
     
 
     
Total cash and cash equivalents
    16,936       17,419  
 
Securities available-for-sale
    63,961       20,503  
  Securities held-to-maturity; fair value: December 31, 2001 — $3,341                
   
December 31, 2000 — $15,651
    3,299       15,649  
 
Loans held for sale, net of unrealized losses of $13 in 2001 and $2 in 2000
    807       480  
 
Loans receivable
    342,642       326,207  
 
Less: allowance for loan losses
    (3,156 )     (3,322 )
 
   
     
 
   
Net loans receivable
    339,486       322,885  
 
Federal Home Loan Bank stock
    2,224       1,976  
 
Accrued interest receivable
    2,419       2,523  
 
Premises and equipment
    8,154       7,895  
 
Foreclosed real estate
    111       100  
 
Investment in real estate limited partnerships
    1,083       1,118  
 
Deferred income taxes
    1,269       1,213  
 
Other assets
    961       552  
 
   
     
 
 
Total assets
  $ 440,710     $ 392,313  
 
   
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
Deposits:
               
   
Non-interest bearing
  $ 32,760     $ 28,415  
   
Interest bearing
    322,455       295,895  
 
   
     
 
     
Total
    355,215       324,310  
 
Borrowed funds
    44,989       30,599  
 
Accrued expenses and other liabilities
    4,624       3,875  
 
   
     
 
     
Total liabilities
    404,828       358,784  
 
Commitments and contingencies
           
 
Stockholders’ Equity:
               
 
Preferred stock, no par or stated value; 10,000,000 shares authorized, none outstanding
           
 
Common stock, no par or stated value; 10,000,000 shares authorized;
               
   
shares issued: December 31, 2001 — 2,796,436, December 31, 2000 — 2,773,476
               
   
shares outstanding: December 31, 2001 — 2,728,272, December 31, 2000 — 2,705,312
    349       347  
 
Additional paid in capital
    3,249       3,029  
 
Accumulated other comprehensive income
    255       1  
 
Retained earnings
    33,469       31,592  
 
Treasury stock, common shares at cost: December 31, 2001 — 68,164, December 31, 2000 — 68,164
    (1,440 )     (1,440 )
 
   
     
 
     
Total stockholders’ equity
    35,882       33,529  
 
   
     
 
     
Total liabilities and stockholders’ equity
  $ 440,710     $ 392,313  
 
   
     
 

See accompanying notes to consolidated financial statements.


 

Consolidated Statements of Income

                               
(Dollars in thousands, except per share data)   Year Ended December 31,
 
          2001   2000   1999
         
 
 
Interest income:
                       
 
Loans receivable Real estate loans
  $ 21,883     $ 21,610     $ 19,541  
   
Commercial loans
    2,463       2,995       2,248  
   
Consumer loans
    814       947       862  
 
   
     
     
 
     
Total loan interest
    25,160       25,552       22,651  
 
Securities
    2,687       2,374       2,358  
 
Other interest earning assets
    578       151       598  
 
   
     
     
 
     
Total interest income
    28,425       28,077       25,607  
 
   
     
     
 
Interest expense:
                       
 
Deposits
    11,748       12,050       10,358  
 
Borrowed funds
    1,474       1,336       923  
 
   
     
     
 
   
Total interest expense
    13,222       13,386       11,281  
 
   
     
     
 
Net interest income
    15,203       14,691       14,326  
Provision for loan losses
    230       175       200  
 
   
     
     
 
Net interest income after provision for loan losses
    14,973       14,516       14,126  
 
   
     
     
 
Noninterest income:
                       
 
Fees and service charges
    1,722       1,572       1,260  
 
Trust operations
    423       387       338  
 
Gain on sale of loans, net
    64       34       30  
 
Gain on securities, net
    142             12  
 
Gain on sale of foreclosed real estate
    12             15  
 
Other
    39       2       4  
 
   
     
     
 
   
Total noninterest income
    2,402       1,995       1,659  
 
   
     
     
 
Noninterest expense:
                       
 
Compensation and benefits
    5,338       5,141       4,656  
 
Occupancy and equipment
    1,586       1,510       1,524  
 
Data processing
    616       568       511  
 
Federal insurance premium
    61       63       169  
 
Marketing
    139       189       150  
 
Other
    2,171       1,978       1,764  
 
   
     
     
 
   
Total noninterest expense
    9,911       9,449       8,774  
 
   
     
     
 
Income before income tax expenses
    7,464       7,062       7,011  
Income tax expenses
    2,754       2,691       2,775  
 
   
     
     
 
Net income
  $ 4,710     $ 4,371     $ 4,236  
 
   
     
     
 
Earnings per common share:
                       
 
Basic
  $ 1.73     $ 1.61     $ 1.53  
 
Diluted
  $ 1.71     $ 1.60     $ 1.52  
Dividends declared per common share
  $ 1.04     $ 0.96     $ 0.84  

See accompanying notes to consolidated financial statements.


 

Consolidated Statements of
Changes in Stockholders’ Equity

                                                   
(Dollars in thousands, except per share data)                   Accumulated                        
          Additional   Other                        
      Common   Paid-in   Comprehensive   Retained   Treasury   Total
      Stock   Capital   Income (Loss)   Earnings   Stock   Equity
     
 
 
 
 
 
Balance at January 1, 1999
  $ 345     $ 2,950     $ 114     $ 27,907     $     $ 31,316  
Comprehensive income:
                                               
 
Net income
                      4,236             4,236  
 
Net unrealized gain/(loss) on securities available-for-sale, net of reclassification and tax effects
                (336 )                 (336 )
 
                                           
 
 
Comprehensive income
                                  3,900  
 
Issuance of 4,347 shares of common stock at $4.66 - $10.63 per share, under stock option plan
    1       20                         21  
 
Cash dividends, $0.84 per share
                      (2,319 )           (2,319 )
 
Purchase of 21,200 shares of treasury stock at $21.00 - $21.50 per share
                            (447 )     (447 )
 
   
     
     
     
     
     
 
Balance at December 31, 1999
    346       2,970       (222 )     29,824       (447 )     32,471  
Comprehensive income:
                                               
 
Net income
                      4,371             4,371  
 
Net unrealized gain/(loss) on securities available-for-sale, net of tax effects
                223                   223  
 
                                           
 
 
Comprehensive income
                                  4,594  
 
Issuance of 5,973 shares of common stock at $5.75 - $21.13 per share, under stock option plan
    1       59                         60  
 
Cash dividends, $0.96 per share
                      (2,603 )           (2,603 )
 
Purchase of 47,064 shares of treasury stock at $19.75 - $21.75 per share
                            (993 )     (993 )
 
   
     
     
     
     
     
 
Balance at December 31, 2000
    347       3,029       1       31,592       (1,440 )     33,529  
Comprehensive income:
                                               
 
Net income
                      4,710             4,710  
 
Net unrealized gain/(loss) on securities available-for-sale, net of reclassification and tax effects
                254                   254  
 
                                           
 
 
Comprehensive income
                                  4,964  
 
Issuance of 22,960 shares of common stock at $4.66 - $21.13 per share, under stock option plan
    2       220                         222  
 
Cash dividends, $1.04 per share
                      (2,833 )           (2,833 )
 
   
     
     
     
     
     
 
Balance at December 31, 2001
  $ 349     $ 3,249     $ 255     $ 33,469     $ (1,440 )   $ 35,882  
 
   
     
     
     
     
     
 

See accompanying notes to consolidated financial statements.


 

Consolidated Statements of Cash Flows

                             
(Dollars in thousands)   Year Ended December 31,
 
        2001   2000   1999
       
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                       
 
Net income
  $ 4,710     $ 4,371     $ 4,236  
 
   
     
     
 
 
Adjustments to reconcile net income to net cash provided by operating activities:
                       
 
Origination of loans for sale
    (5,060 )     (658 )     (2,512 )
 
Sale of loans originated for sale
    4,763       795       2,495  
 
Depreciation and amortization, net of accretion
    935       854       921  
 
Amortization of mortgage servicing rights
    29       12       11  
 
Amortization of investment in real estate limited partnerships
    50       46       12  
 
Equity in loss of investment in limited partnership, net of interest received
    (36 )            
 
Net gains on securities
    (142 )           (12 )
 
Net gains on sale of loans
    (64 )     (34 )     (30 )
 
Net gains on sale of foreclosed real estate
    (12 )           (15 )
 
Provision for loan losses
    230       175       200  
 
Net change in:
                       
   
Deferred taxes
    (349 )     5       (266 )
   
Interest receivable
    104       (115 )     (110 )
   
Other assets
    (255 )     82       (197 )
   
Accrued expenses and other liabilities
    689       (191 )     369  
 
   
     
     
 
   
Total adjustments
    882       971       866  
 
   
     
     
 
   
Net cash from operating activities
    5,592       5,342       5,102  
 
   
     
     
 
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
 
Proceeds from maturities of securities available-for-sale
    12,000       5,005       7,660  
 
Proceeds from sales of securities available-for-sale
    11,111              
 
Purchase of securities available-for-sale
    (48,695 )     (1,005 )     (11,960 )
 
Proceeds from maturities of securities held-to-maturity
    20,686       500       5,595  
 
Purchase of securities held-to-maturity
    (8,001 )           (7,729 )
 
Principal collected on mortgage-backed securities
    709       189       304  
 
Purchase of CMO and mortgage-backed securities available-for-sale
    (17,894 )            
 
Purchase of CMO and mortgage-backed securities held-to-maturity
    (581 )     (346 )      
 
Purchase of investment in real estate limited partnerships
    (41 )     (47 )     (632 )
 
Purchase of Federal Home Loan Bank Stock
    (248 )     (199 )     (82 )
 
Loan participations purchased
          (5,354 )     (300 )
 
Net change in loans receivable
    (17,356 )     (25,294 )     (22,253 )
 
Purchase of premises and equipment, net
    (1,073 )     (2,196 )     (645 )
 
Proceeds from sale of foreclosed real estate
    523             200  
 
   
     
     
 
   
Net cash from investing activities
    (48,860 )     (28,747 )     (29,842 )
 
   
     
     
 
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
 
Change in deposits
    30,905       17,663       13,425  
 
Proceeds from FHLB advances
    5,500       11,750       8,000  
 
Repayment of FHLB advances
          (14,250 )     (6,000 )
 
Change in other borrowed funds
    8,890       14,492       (713 )
 
Proceeds from issuance of common stock
    222       60       21  
 
Dividends paid
    (2,773 )     (2,531 )     (2,253 )
 
Treasury stock purchased
          (993 )     (447 )
 
   
     
     
 
   
Net cash from financing activities
    42,744       26,191       12,033  
 
   
     
     
 
   
Net change in cash and cash equivalents
    (524 )     2,786       (12,707 )
 
Cash and cash equivalents at beginning of period
    17,419       14,633       27,340  
 
   
     
     
 
 
Cash and cash equivalents at end of period
  $ 16,895     $ 17,419     $ 14,633  
 
   
     
     
 
SUPPLEMENTAL CASH FLOW INFORMATION:
                       
 
Cash paid during the period for:
                       
   
Interest
  $ 13,315     $ 13,332     $ 11,331  
   
Income taxes
  $ 2,654     $ 2,912     $ 3,203  
SUPPLEMENTAL NONCASH INFORMATION:
                       
 
Transfers from loans to foreclosed real estate
  $ 522     $ 100     $ 153  

See accompanying notes to consolidated financial statements.


 

Notes to Consolidated Financial Statements

Years ended December 31, 2001, 2000 and 1999

NOTE 1 — Summary of Significant Accounting Policies

     Principles of Consolidation — The consolidated financial statements include NorthWest Indiana Bancorp (the Bancorp), its wholly-owned subsidiary, Peoples Bank SB (the Bank), and the Bank’s wholly-owned subsidiary, Peoples Service Corporation. The Bancorp has no other business activity other than being a holding company for the Bank. The Bancorp’s earnings are dependent upon the earnings of the Bank. Peoples Service Corporation is inactive. All significant inter-company accounts and transactions have been eliminated in consolidation.

     Use of Estimates — Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period, as well as the disclosures provided. Actual results could differ from those estimates. Estimates associated with the allowance for loan losses, fair values of financial instruments and status of contingencies are particularly susceptible to material change in the near term.

     Concentrations of Credit Risk — The Bancorp grants residential, commercial real estate, commercial business and installment loans to customers primarily of Lake County, in northwest Indiana. Substantially all loans are secured by specific items of collateral including residences, business assets and consumer assets.

     Cash Flow Reporting — For purposes of the statement of cash flows, the Bancorp considers cash on hand, noninterest bearing balances in financial institutions, all interest-bearing balances in financial institutions with original maturities of ninety days or less and federal funds sold to be cash and cash equivalents. The Bancorp reports net cash flows for customer loan and deposit transactions and short-term borrowings with maturities of 90 days or less.

     Securities — The Bancorp classifies securities into held-to-maturity, available-for-sale, or trading categories. Held-to-maturity securities are those which the Bancorp has the positive intent and ability to hold to maturity, and are reported at amortized cost. Available-for-sale securities are those the Bancorp may decide to sell if needed for liquidity, asset-liability management or other reasons. Available-for-sale securities are reported at fair value, with unrealized gains and losses reported in other comprehensive income. The Bancorp does not have a trading portfolio. Realized gains and losses resulting from the sale of securities are computed by the specific identification method. Interest and dividend income, adjusted by amortization of premium or discount, is included in earnings. Securities are written down to fair value when a decline in fair value is not temporary.

     Loans Held for Sale — Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated market value in the aggregate. Net unrealized losses are recognized in a valuation allowance by charges to income.

     Loans and Loan Income — Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated net of loans in process, deferred loan fees and costs, and unearned income. Discounts on consumer loans are recognized over the lives of the loans using the interest method. Interest income on other loans is accrued over the term of the loans based upon the principal outstanding except where serious doubt exists as to the collectibility of a loan, in which case the accrual of interest is discontinued. Income is subsequently recognized only to the extent that cash payments are received until, in management’s judgment, the borrower has the ability to make contractual interest and principal payments, in which case the loan is returned to accrual status. Net deferred loan fees and costs are amortized on the interest method over the loan term.

     Allowance for Loan Losses — The allowance for loan losses is a valuation allowance for probable incurred credit losses, increased by the provision for loan losses, and decreased by charge-offs less recoveries. Estimating the risk of loss and the amount of loss on any loan is necessarily subjective. Accordingly, the allowance is maintained by management at a level considered adequate based on past loss experience, general economic conditions, information about specific borrower situations including their financial position and collateral values, and other factors and estimates which are subject to change over time. While management may periodically allocate portions of the allowance for specific problem loans, the whole allowance is available for any loan charge-offs that occur. Loan losses are charged against the allowance when management believes that uncollectibility of a loan a balance is confirmed.

     A loan is impaired when full payment under the loan terms is not expected. Loans considered to be impaired are reduced to the present value of expected future cash flows or to the fair value of collateral, by allocating a portion of the allowance for loan losses to such loans. If these allocations cause the allowance for loan losses to require increase, such increase is reported in the provision for loan losses. Smaller-balance homogeneous loans are evaluated for impairment in total. Such loans include residential first mortgage loans secured by one-to-four family residences, residential construction loans, automobile, home equity and second mortgage loans. Commercial loans and mortgage loans secured by other properties are evaluated individually for impairment. When analysis of borrower operating results and financial condition indicates that underlying cash flows of the borrower’s business are not adequate to meet its debt service requirements, the loan is evaluated for impairment.

     Federal Home Loan Bank Stock — The Bank is a member of the Federal Home Loan Bank system and is required to invest in capital stock of the Federal Home Loan Bank (FHLB). The amount of the required investment is based upon the balance of the Bank’s outstanding home mortgage loans and advances from the FHLB and is carried at cost.


 

     Premises and Equipment — Premises and equipment are stated at cost less accumulated depreciation. Premises and related components are depreciated using the straight-line method with useful lives ranging from 26 to 40 years. Furniture and equipment are depreciated using the straight-line method with useful lives ranging from 3 to 10 years. Maintenance and repairs are charged to expense and improvements are capitalized. The cost and accumulated depreciation applicable to assets retired or otherwise disposed of are eliminated from the accounts and the gain or loss on disposition is credited or charged to operations.

     Foreclosed Real Estate — Real estate properties acquired through, or in lieu of, loan foreclosure are recorded at lower of cost or fair value at the date of foreclosure. Costs relating to improvement of property are capitalized, whereas holding costs are expensed. Valuations are periodically performed by management, and an allowance for losses is established by a charge to operations if the carrying value of a property exceeds its estimated fair value less selling costs.

     Mortgage Servicing Rights — Mortgage servicing rights are recognized as assets for the allocated value of retained servicing rights on loans sold. Mortgage servicing rights are expensed in proportion to, and over the period of, estimated net servicing revenues. Impairment is evaluated based on the fair value of the rights, using groupings of the underlying loans as to interest rates and then, secondly as to prepayment characteristics. Any impairment of a grouping is reported as a valuation allowance.

     Long-term Assets — These assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at discounted amounts.

     Repurchase Agreements — Substantially all repurchase agreement liabilities represent amounts advanced by various customers that are not covered by federal deposit insurance and are secured by securities owned by the Bancorp.

     Postretirement Benefits Other Than Pensions — The Bancorp sponsors a defined benefit postretirement plan that provides comprehensive major medical benefits to all eligible retirees. Postretirement benefits are accrued based on the expected cost of providing postretirement benefits to employees during the years the employees have rendered service to the Bancorp.

     Income Taxes — The Bancorp records income tax expense based on the amount of taxes due on its tax return, plus deferred taxes computed based on the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities, using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

     Stock Compensation — Expense for employee compensation under stock option plans is based on Accounting Principles Board (APB) Opinion 25, with expense reported only if options are granted below market prices at grant date. Proforma disclosures of net income and earnings per common share are provided as if the fair value method of Statement of Financial Accounting Standard (SFAS) No. 123 were used for stock-based compensation.

     Loss Contingencies — Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements.

     Earnings Per Share — Basic earnings per common share is net income divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share, includes the dilutive effect of additional potential common shares issuable under stock options.

     On February 28, 1999, the Bancorp effected a two-for-one common stock split as a share dividend. Earnings and dividends per share and other share related information is restated for all stock splits and dividends through the date of issue of the financial statements.

     Comprehensive Income — Comprehensive income consists of net income and other comprehensive income. Other comprehensive income for the Bancorp includes unrealized gains and losses on securities available-for-sale, which is also recognized as a separate component of equity.

     New Accounting Pronouncements — A new accounting standard requires all business combinations to be recorded using the purchase method of accounting for any transaction initiated after June 30, 2001. Under the purchase method, all identifiable tangible and intangible assets and liabilities of the acquired company must be recorded at fair value at date of acquisition, and the excess of cost over fair value of net assets acquired is recorded as goodwill. Identifiable intangible assets must be separated from goodwill. Identifiable intangible assets with finite useful lives will be amortized under the new standard, whereas goodwill, both amounts previously recorded and future amounts purchased, will cease being amortized starting in 2002. Annual impairment testing will be required for goodwill with impairment being recorded if the carrying amount of goodwill exceeds its implied fair value. Adoption of this standard on January 1, 2002 will not have an effect on the Bancorp’s financial statements.

     Fair Value of Financial Instruments — Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.


 

     Derivatives — All derivative instruments are recorded at their fair values. If derivative instruments are designated as hedges of fair values, both the change in the fair value of the hedge and the hedged item are included in current earnings. Fair value adjustments related to cash flow hedges are recorded in other comprehensive income and reclassified to earnings when the hedged transaction is reflected in earnings. Ineffective portions of hedges are reflected in income currently.

     During 2001, 2000 and 1999, the Bancorp did not have derivative instruments and was not involved in hedging activities as defined by SFAS No. 133.

     Industry Segments — While the Bancorp’s chief decision-maker monitors the revenue streams of the various products and services, the identifiable segments are not material and operations are managed and financial performance is evaluated on a company-wide basis. Accordingly, all of the Bancorp’s financial service operations are considered by management to be aggregated in one reportable operating segment.

     Reclassification — Certain amounts appearing in the consolidated financial statements and notes thereto for the years ended December 31, 2000 and 1999, have been reclassified to conform to the December 31, 2001 presentation.

NOTE 2 — Securities

     Year end securities available-for-sale were as follows:

                         
    (Dollars in thousands)
    Fair                
    Value   Gains   Losses
   
 
 
2001
                       
U.S. government and federal agencies
  $ 46,630     $ 657     $ (146 )
CMOs and mortgage-backed securities
    17,331       34       (121 )
 
   
     
     
 
Total debt securities
  $ 63,961     $ 691     $ (267 )
 
   
     
     
 
2000
                       
U.S. government and federal agencies
  $ 20,503     $ 63     $ (61 )
 
   
     
     
 

     Year end securities held-to-maturity were as follows:

                                 
    (Dollars in thousands)
    Net   Gross   Gross        
    Carrying   Unrecognized   Unrecognized   Fair
    Amount   Gains   Losses   Value
   
 
 
 
2001
                               
U.S. government and federal agencies
  $ 2,500     $ 36     $     $ 2,536  
Mortgage-backed securities
    799       7       (1 )     805  
 
   
     
     
     
 
Total debt securities
  $ 3,299     $ 43     $ (1 )   $ 3,341  
 
   
     
     
     
 
2000
                               
U.S. government and federal agencies
  $ 14,737     $ 18     $ (24 )   $ 14,731  
Mortgage-backed securities
    912       13       (5 )     920  
 
   
     
     
     
 
Total debt securities
  $ 15,649     $ 31     $ (29 )   $ 15,651  
 
   
     
     
     
 

     The net carrying amount and fair value, if different, of debt securities by contractual maturity at December 31, 2001, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.

                         
    (Dollars in thousands)
    Available-for-sale   Held-to-maturity
    Fair   Net Carrying   Fair
    Value   Amount   Value
   
 
 
Due in one year or less
  $ 3,562     $ 500     $ 518  
Due from one to five years
    43,068       2,000       2,018  
CMOs and mortgage-backed securities
    17,331       799       805  
 
   
     
     
 
Total
  $ 63,961     $ 3,299     $ 3,341  
 
   
     
     
 

     During 2001 proceeds from sales of securities available-for-sale were $11,111,000 with gross gains of $125,000 and gross losses of $1,000. There were no sales of securities available-for-sale during the years ended December 31, 2000 and 1999. In 2001 and 1999, certain securities were called or matured and resulted in $18,000 and $12,000 of securities gains. Securities with carrying values of $20,999,000 and $36,152,000 were pledged as of December 31, 2001 and 2000 as collateral for borrowings from the FHLB, repurchase agreements and public funds and for other purposes as permitted or required by law.

 

 

NOTE 3 — Loans Receivable

     Year end loans are summarized below:

                     
        (Dollars in thousands)
        2001   2000
       
 
Loans secured by real estate:
               
 
Construction and land development
  $ 12,652     $ 16,028  
 
Residential, including home equity
    190,917       174,422  
 
Commercial real estate and other dwelling
    91,486       91,411  
 
   
     
 
   
Total loans secured by real estate
    295,055       281,861  
 
Consumer loans
    9,889       10,715  
 
Commercial business and other
    38,292       34,000  
 
   
     
 
   
Subtotal
    343,236       326,576  
Less:
               
 
Net deferred loan origination fees
    (423 )     (321 )
 
Undisbursed loan funds
    (171 )     (48 )
 
   
     
 
   
Loans receivable
  $ 342,642     $ 326,207  
 
   
     
 

     Activity in the allowance for loan losses is summarized below for the years indicated:

                         
    (Dollars in thousands)
    2001   2000   1999
   
 
 
Balance at beginning of period
  $ 3,322     $ 3,309     $ 3,132  
Provision charged to income
    230       175       200  
Loans charged off
    (625 )     (170 )     (33 )
Recoveries
    229       8       10  
 
   
     
     
 
Balance at end of period
  $ 3,156     $ 3,322     $ 3,309  
 
   
     
     
 

     Impaired loans at year end were as follows:

                   
      (Dollars in thousands)        
      2001   2000        
     
 
       
Year end loans with no allocated allowance for loan losses
  $     $ 58  
Year end loans with allocated allowance for loan losses
    1,460       233  
 
   
     
 
 
Total
  $ 1,460     $ 291  
 
   
     
 
Amount of the allowance for loan losses allocated
  $ 708     $ 233  


 

                         
    (Dollars in thousands)
    2001   2000   1999
   
 
 
Average of impaired loans during the year
  $ 1,096     $ 47     $  
Interest income recognized during impairment
                 
Cash-basis interest income recognized
                 

     Nonperforming loans at year end were as follows:

                 
    (Dollars in thousands)
    2001   2000
   
 
Loans past due over 90 days still on accrual
  $ 415     $ 354  
Nonaccrual loans, including impaired loans
    2,490       1,456  

NOTE 4 — Secondary Market Mortgage Activities

     Mortgage loans serviced for the Federal Home Loan Mortgage Corporation (FHLMC) are not included in the accompanying consolidated balance sheets. The unpaid principal balances of these loans at year end are summarized below:

                 
    (Dollars in thousands)
    2001   2000
   
 
Mortgage loan portfolio serviced for FHLMC
  $ 13,261     $ 11,039  
 
   
     
 

     Custodial escrow balances maintained in connection with the foregoing loan servicing were approximately $119,000 and $103,000 at December 31, 2001 and 2000.

     Activity for capitalized mortgage servicing rights was as follows:

                     
        (Dollars in thousands)
        2001   2000
       
 
Servicing rights:
               
 
Beginning of year
  $ 103     $ 109  
 
Additions
    38       6  
 
Amortized to expense
    (29 )     (12 )
 
   
     
 
   
End of year
  $ 112     $ 103  
 
   
     
 

     At year end 2001 and 2000, there was no valuation allowance required.

NOTE 5 — Premises and Equipment, Net

     At year end, premises and equipment are summarized below:

                   
      (Dollars in thousands)
      2001   2000
     
 
Cost:
               
Land
  $ 1,663     $ 1,663  
Buildings and improvements
    7,183       6,864  
Furniture and equipment
    4,852       4,348  
 
   
     
 
 
Total cost
    13,698       12,875  
Less accumulated depreciation and amortization
    (5,544 )     (4,980 )
 
   
     
 
 
Premises and equipment, net
  $ 8,154     $ 7,895  
 
   
     
 

NOTE 6 — Income Taxes

     Components of the income tax expenses consist of the following:

                             
        (Dollars in thousands)
        2001   2000   1999
       
 
 
Federal:
                       
 
Current
  $ 2,462     $ 2,174     $ 2,423  
 
Deferred
    (175 )     4       (243 )
State:
                       
 
Current
    517       512       618  
 
Deferred
    (50 )     1       (23 )
         
     
     
   
Income tax expenses
  $ 2,754     $ 2,691     $ 2,775  
         
     
     

     The differences between the income tax expenses shown on the statement of income and amounts computed by applying the statutory federal income tax rate to income before tax expenses consists of the following:

                           
      (Dollars in thousands)
      2001   2000   1999
     
 
 
Federal statutory rate
    34 %     34 %     34 %
Tax expense at statutory rate
  $ 2,538     $ 2,401     $ 2,384  
State tax, net of federal effect
    316       338       393  
Other
    (100 )     (48 )     (2 )
 
   
     
     
 
 
Total income tax expenses
  $ 2,754     $ 2,691     $ 2,775  
 
   
     
     
 

     The components of the net deferred tax asset recorded in the consolidated balance sheet are as follows:

                     
        (Dollars in thousands)
        2001   2000
       
 
Deferred tax assets:
               
 
Bad debts
  $ 935     $ 888  
 
Deferred loan fees
    163       132  
 
Deferred compensation
    552       554  
 
Other
    133       78  
 
   
     
 
   
Total deferred tax assets
    1,783       1,652  
Deferred tax liabilities:
               
 
Unrealized appreciation on securities available-for-sale
    (170 )     (1 )
 
Depreciation
    (269 )     (273 )
 
Other
    (75 )     (165 )
 
Total deferred tax liabilities
    (514 )     (439 )
Valuation allowance
           
 
   
     
 
 
Net deferred tax assets
  $ 1,269     $ 1,213  
 
   
     
 

     The Bancorp had qualified under provisions of the Internal Revenue Code to deduct from taxable income a provision for bad debts in excess of the provision for such losses charged to income in the financial statements, if any. Accordingly, retained earnings at December 31, 2001 and 2000 includes approximately $5,982,000 for which no provision for federal income taxes has been made. If, in the future, this portion of retained earnings is used for any purpose other than to absorb bad debt losses, federal income taxes would be imposed at the then applicable rates. The unrecorded deferred income tax liability on the above amounts was approximately $2,034,000 at December 31, 2001 and 2000. Tax legislation passed in August 1996 now requires the Bancorp to deduct a provision for bad debts for tax purposes based on actual loss experience and to recapture the excess bad debt reserve accumulated in tax years after 1986. The related amount of deferred tax which must be recaptured is $855,000 and is payable over a six year period beginning in 1998.


 

NOTE 7 — Deposits

     The aggregate amount of certificates of deposit with a balance of $100,000 or more was $55,981,000 at December 31, 2001 and $45,538,000 at December 31, 2000.

     At December 31, 2001, scheduled maturities of certificates of deposit were as follows:

         
  (Dollars in thousands)
2002
  $ 167,121  
2003
    13,543  
2004
    2,612  
2005
    467  
 
 
 
Total
  $ 183,743  
 
 
 

NOTE 8 — Borrowed Funds

     At year end, borrowed funds are summarized below:

                   
      (Dollars in thousands)
      2001   2000
     
 
Repurchase agreements
  $ 15,623     $ 11,918  
Fixed rate advances from the FHLB
    5,500       2,500  
Putable advances from the FHLB
    11,500       9,000  
Line of credit from the FHLB
    10,697       5,010  
Limited partnership obligation
    365       443  
Other
    1,304       1,728  
 
   
     
 
 
Total
  $ 44,989     $ 30,599  
 
   
     
 

     Repurchase agreements generally mature within one year and are secured by U.S. government and U.S agency securities, under the Bancorp’s control. At year end, information concerning these retail repurchase agreements is summarized below:

                   
      (Dollars in thousands)
      2001   2000
     
 
Ending balance
  $ 15,623     $ 11,918  
Average balance during the year
    15,003       12,537  
Maximum month-end balance during the year
    16,602       13,650  
Securities underlying the agreements at year end:
               
 
Carrying value
    18,934       14,224  
 
Fair value
    18,955       14,220  
Average interest rate during the year
    4.23 %     5.97 %

     At year end, advances from the Federal Home Loan Bank were as follows:

                   
      (Dollars in thousands)
      2001   2000
     
 
Fixed advances, maturing December 2002 through December 2004, at rates of 3.65% to 5.95%
  $ 5,500     $ 2,500  
Putable advances, maturing December 2002 through July 2008, at rates from 5.05% to 6.05%,
average rate: 2001 — 5.60%; 2000 — 5.76%
  $ 11,500     $ 9,000  

     Fixed rate advances are payable at maturity, with a prepayment penalty. Putable advances are fixed for a period of one to three years and then may adjust quarterly to the three-month London Interbank Offered Rate until maturity. Once the putable advance interest rate adjusts, the Bancorp has the option to prepay the advance on specified quarterly interest rate reset dates. The advances were collateralized by $139,512,000 and $145,374,000 of securities and mortgage loans under a blanket lien arrangement at December 31, 2001 and 2000.

     The limited partnership obligation represents an investment interest in a partnership formed for the construction, ownership and management of affordable housing projects. The original amount of the note was $500,000. Funding began during 2001 and will continue over a nine year period. Payments are required within ten days of written demand. The obligation to make payment is absolute and unconditional. The note requires no payment of interest.

     At December 31, 2001, scheduled maturities of borrowed funds were as follows:

           
      (Dollars in thousands)
2002
  $ 31,502  
2003
    2,742  
2004
    3,062  
2005
    3,062  
2006
    2,567  
Thereafter
    2,054  
 
   
 
 
Total
  $ 44,989  
 
   
 

NOTE 9 — Employees’ Benefit Plans

     The Bancorp maintains a Profit Sharing Plan and Trust for all employees who meet the plan qualifications. Employees are eligible to participate in the Employees’ Profit Sharing Plan and Trust if they are 21 years of age or older and have completed one year of employment with more than 1,000 hours of service to the Bancorp. The plan is noncontributory on the part of the employee. Contributions to the Employees’ Profit Sharing Plan and Trust are made at the discretion of the Bancorp’s Board of Directors. Contributions during the year ended December 31, 2001 and 2000 were based on 11% of the participants’ total compensation excluding incentives. Contributions during the year ended December 31, 1999 were based on 12% of the participants’ total compensation excluding incentives. Participants in the plan become 100% vested upon completion of five years of service. The benefit plan expense amounted to $402,000, $370,000 and $354,000 for the years ended December 31, 2001, 2000 and 1999.

     The Bancorp maintains an Unqualified Deferred Compensation Plan (the Plan). The purpose of the Plan is to provide deferred compensation to key senior management employees of the Bancorp in order to recognize their substantial contributions to the Bank and provide them with additional financial security as inducement to remain with the Bank. The Compensation Committee selects which persons shall be participants in the Plan. Participants’ accounts are credited each year with an amount based on a formula involving the participant’s employer funded contributions under all qualified plans and the limitations imposed by Internal Revenue Code subsection 401(a)(17) and Code section 415. The Plan expense amounted to $7,000, $6,000 and $6,000 for the years ended December 31, 2001, 2000 and 1999.

     On December 1, 1999, the Bancorp established a Supplemental Executive Retirement Plan (the Plan). The Plan is established as an unfunded, non-qualified deferred compensation plan. The Plan provides a means for the payment of supplemental retirement benefits to a select group of key senior management employees, in recognition of their substantial contributions to the operation of the Bancorp,


 

and to provide those individuals with additional financial security. The Board of Directors determines plan participants and contributions. The Plan expense amounted to $-0-, $-0- and $55,000 for the years ended December 31, 2001, 2000 and 1999.

     Directors have deferred some of their fees in consideration of future payment. Fee deferrals, including interest totaled $31,000, $50,000 and $70,000 for 2001, 2000 and 1999.

NOTE 10 — Defined Benefit Postretirement Plan

     The Bancorp sponsors a defined benefit postretirement plan that provides comprehensive major medical benefits to all eligible retirees. Eligible retirees are those who have attained age 65, have completed at least 18 years of service and are eligible for coverage under the employee group medical plan as of the date of their retirement. Spouses of eligible retirees are covered if they were covered as of the employee’s date of retirement. Surviving spouses are covered if they were covered at the time of the retiree’s death. Dependent children of eligible retirees are generally covered to the later of age 19 or until the child ceases being a full-time student. Surviving dependent children are subject to the same eligibility restrictions if they were covered at the time of the retiree’s death. The Bancorp pays 50% of any future premium increases for retiree medical coverage. Retirees pay 100% of the premiums for all dependent medical coverage.

     The following tables sets forth a reconciliation of the Bancorp’s postretirement benefit plan funding status and expense for the periods indicated:

                   
      (Dollars in thousands)
      2001   2000
     
 
Change in postretirement benefit obligation:
               
Beginning postretirement benefit obligation
  $ 125     $ 118  
 
Unrecognized net actuarial gain
           
Service cost
    5       5  
Interest cost
    10       9  
Plan participants’ contributions
    8       7  
Benefits paid
    (16 )     (14 )
 
   
     
 
Ending postretirement benefit obligation
    132       125  
Change in plan assets
           
Funded status
    (132 )     (125 )
Unrecognized net actuarial gain
    (63 )     (66 )
 
   
     
 
Accrued benefit cost
  $ (195 )   $ (191 )
 
   
     
 
                             
        (Dollars in thousands)
        2001   2000   1999
       
 
 
Assumptions used:
                       
 
Discount rate
    7.0 %     8.0 %     8.0 %
 
Annual increase in health care cost trend rate:
                       
   
Year one
    5.0 %     6.0 %     7.0 %
   
Year two
    5.0 %     5.0 %     7.0 %
   
Year three
    5.0 %     5.0 %     5.0 %
   
Thereafter
    5.0 %     5.0 %     5.0 %
Components of net periodic postretirement benefit cost:
                       
 
Service cost
  $ 5     $ 5     $ 5  
 
Interest cost
    10       9       10  
 
Unrecognized net actuarial gain
    (3 )     (3 )     (4 )
 
   
     
     
 
Net periodic postretirement benefit cost
  $ 12     $ 11     $ 11  
 
   
     
     
 

     A 1% increase or decrease in the health care cost trend rate assumptions would not have a material impact on the postretirement benefit obligation or expense.

NOTE 11 — Regulatory Capital

     The Bancorp and Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors, and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements. The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition.

     At year end, capital levels (in millions) for the Bancorp and the Bank were substantially the same. Actual capital levels, minimum required levels and levels needed to be classified as well capitalized for the Bancorp are summarized below:

                                                 
                                    Minimum
                                    Required To Be
                                    Well Capitalized
                    Minimum Required   Under Prompt
                    for Capital   Corrective
    Actual   Adequacy Purposes   Action Regulations
   
 
 
    Amount   Ratio   Amount   Ratio   Amount   Ratio
   
 
 
 
 
 
2001
                                               
Total capital
                                               
(to risk-weighted assets)
  $ 38.8       13.6 %   $ 22.8       8.0 %   $ 28.5       10.0 %
Tier 1 capital (to risk-weighted assets)
  $ 35.6       12.5 %   $ 11.4       4.0 %   $ 17.1       6.0 %
Tier 1 capital (to adjusted average assets)
  $ 35.6       8.3 %   $ 12.8       3.0 %   $ 21.3       5.0 %
2000
                                               
Total capital
                                               
(to risk-weighted assets)
  $ 36.8       13.6 %   $ 21.7       8.0 %   $ 27.2       10.0 %
Tier 1 capital (to risk-weighted assets)
  $ 33.5       12.3 %   $ 10.9       4.0 %   $ 16.3       6.0 %
Tier 1 capital (to adjusted average assets)
  $ 33.5       8.6 %   $ 11.6       3.0 %   $ 19.4       5.0 %

     The Bancorp and the Bank were categorized as well capitalized at December 31, 2001 and 2000. There are no conditions or events since December 31, 2001 that management believes have changed the Bancorp’s or Bank’s category.

     The Bancorp’s ability to pay dividends is entirely dependent upon the Bank’s ability to pay dividends to the Bancorp. Under Indiana law, the Bank may pay dividends of so much of its undivided profits (generally, earnings less losses, bad debts, taxes and other operating expenses) as is considered expedient by the Bank’s Board of Directors. However, the Bank must obtain the approval of the Indiana Department of Financial Institutions for the payment of a dividend if the total of all dividends declared by the Bank during the current year, including the proposed dividend, would exceed the sum of retained net income for the year to


 

date plus its retained net income for the previous two years. For this purpose, “retained net income” means net income as calculated for call report purposes, less all dividends declared for the applicable period. Moreover, the FDIC and the Federal Reserve Board may prohibit the payment of dividends if it determines that the payment of dividends would constitute an unsafe or unsound practice in the light of the financial condition of the Bank. The aggregate amount of dividends which may be declared by the Bank in 2002, without prior regulatory approval, approximates $3,089,000 plus current 2002 net profits.

NOTE 12 — Stock Option Plan

     Pursuant to a stock option plan (the Plan), an aggregate of 240,000 shares of the Bancorp’s common stock were reserved for issuance in respect of incentive awards granted to officers and other employees of the Bancorp and the Bank. Awards granted under the Plan may be in the form of incentive stock options within the meaning of Section 422 of the Internal Revenue Code, or non-incentive stock options or restricted stock. The purposes of the Plan are to attract and retain the best available personnel, to provide additional incentives for all employees and to encourage their continued employment by facilitating employees’ purchases of an equity interest in the Bancorp.

     Financial Accounting Standard No. 123 requires pro forma disclosures for companies that do not adopt its fair value accounting method for stock-based employee compensation. Accordingly, the following pro forma information presents net income and earnings per share had the fair value method been used to measure compensation cost for stock option plans. No compensation cost was recognized for stock options during 2001, 2000 and 1999.

                         
    (Dollars in thousands, except per share data)
    2001   2000   1999
   
 
 
Net income as reported
  $ 4,710     $ 4,371     $ 4,236  
Pro forma net income
  $ 4,671     $ 4,334     $ 4,210  
Basic earnings per common share as reported
  $ 1.73     $ 1.61     $ 1.53  
Pro forma basic earnings per common share
  $ 1.72     $ 1.60     $ 1.52  
Diluted earnings per common share, as reported
  $ 1.71     $ 1.60     $ 1.52  
Pro forma diluted earnings per common share
  $ 1.70     $ 1.58     $ 1.51  

     The fair value of options granted during 2001, 2000 and 1999 is estimated using the following weighted-average information:

                         
    2001   2000   1999
   
 
 
Risk free interest rate
    5.17 %     5.14 %     6.78 %
Stock price volatility
    11.37 %     11.59 %     6.49 %
Expected dividend rate
    4.92 %     4.66 %     4.02 %

     The expected life for options granted in 2001, 2000 and 1999 is 6 to 7 years.

     In future years, the pro forma effect of not applying this standard is expected to increase as additional options are granted.

     Options granted prior to 1995 were immediately exercisable. Options granted since 1995 generally are exercisable upon completion of five years of service after the date of grant. Information about option grants is provided in the following schedule:

                         
                    Weighted-average
    Number   Weighted-average   fair value
    of options   exercise price   of grants
   
 
 
Outstanding, January 1, 1999
    80,160     $ 13.25          
Granted
    23,100       20.58     $ 2.96  
Exercised
    4,347       4.83          
Forfeited
    200       20.50          
Expired
                   
 
   
                 
Outstanding, December 31, 1999
    98,713       15.32          
Granted
    26,570       21.13       2.87  
Exercised
    5,973       10.06          
Forfeited
                   
Expired
                   
 
   
                 
Outstanding, December 31, 2000
    119,310       16.85          
Granted
    13,475       19.50       1.71  
Exercised
    22,960       9.69          
Forfeited
                   
Expired
                   
 
   
     
         
Outstanding, December 31, 2001
    109,825     $ 18.68          
 
   
     
         

     Options exerciseable at year-end are as follows:

                 
    Number   Weighted-average
    of options   exercise price
   
 
1999
    7,513     $ 5.60  
2000
    30,240     $ 9.52  
2001
    26,030     $ 14.97  

     At December 31, 2001, options outstanding were as follows:

                                 
    Outstanding   Exercisable
   
 
            Weighted Average           Weighted
            Remaining           Average
            Contractual           Exercise
Range of Exercise Prices   Number   Life (Years)   Number   Price

 
 
 
 
$4.66 - $9.99
    600       0.6       600     $ 5.75  
$10.00 - $15.99
    13,980       3.4       13,980       11.61  
$16.00 - $21.75
    95,245       7.2       11,450       19.55  
 
   
     
     
     
 
Outstanding at year end
    109,825       6.7       26,030     $ 14.97  
 
   
     
     
     
 


 

NOTE 13 — Earnings Per Share

     A reconciliation of the numerators and denominators of the basic earnings per common share and diluted earnings per common share computations for the years ended December 31, 2001, 2000 and 1999 is presented below.

                           
      2001   2000   1999
     
 
 
Basic earnings per common share:
                       
Net income available to common stockholders
  $ 4,710,000     $ 4,371,000     $ 4,236,000  
 
   
     
     
 
Weighted-average common shares outstanding
    2,719,967       2,716,697       2,762,594  
 
   
     
     
 
 
Basic earnings per common share
  $ 1.73     $ 1.61     $ 1.56  
 
   
     
     
 
Diluted earnings per common share:
                       
Net income available to common stockholders
  $ 4,710,000     $ 4,371,000     $ 4,236,000  
 
   
     
     
 
Weighted-average common shares outstanding
    2,719,967       2,716,697       2,762,594  
Add: dilutive effect of assumed stock option exercises
    21,697       25,233       29,703  
 
   
     
     
 
Weighted-average common and dilutive potential common shares outstanding
    2,741,664       2,741,930       2,792,297  
 
   
     
     
 
 
Diluted earnings per common share
  $ 1.71     $ 1.60     $ 1.52  
 
   
     
     
 

     Stock options for 25,570 shares of common stock were not considered in computing diluted earnings per common share for 2000 because they were antidilutive.

NOTE 14 — Related Party Transactions

     The Bancorp had aggregate loans outstanding to directors and executive officers (with individual balances exceeding $60,000) of $9,761,000 at December 31, 2001 and $9,904,000 at December 31, 2000. For the year ended December 31, 2001, the following activity occurred on these loans:

         
(Dollars in thousands)
Aggregate balance — January 1, 2001
  $ 9,904  
New loans
    1,809  
Repayments
    (1,952 )
Other changes
     
 
   
 
Aggregate balance — December 31, 2001
  $ 9,761  
 
   
 

NOTE 15 — Commitments and Contingencies

     The Bancorp is a party to financial instruments in the normal course of business to meet financing needs of its customers. These financial instruments which include commitments to make loans and standby letters of credit are not reflected in the accompanying consolidated financial statements. Such financial instruments are recorded when they are funded.

     The Bancorp’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to originate loans and standby letters of credit is represented by the contractual amount of those instruments. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. The Bancorp uses the same credit policy to make such commitments as it uses for on-balance-sheet items. Since commitments to make loans may expire without being used, the amount does not necessarily represent future cash commitments.

     The Bancorp had outstanding commitments to originate loans as follows:

                           
      (Dollars in thousands)
      Fixed   Variable        
      Rate   Rate   Total
     
 
 
December 31, 2001:
                       
Real estate
  $ 14,557     $ 19,481     $ 34,038  
Consumer loans
          56       56  
Commercial business
          28,879       28,879  
 
   
     
     
 
 
Total
  $ 14,557     $ 48,416     $ 62,973  
 
   
     
     
 
December 31, 2000:
                       
Real estate
  $ 8,200     $ 18,701     $ 26,901  
Consumer loans
          36       36  
Commercial business
          33,514       33,514  
 
   
     
     
 
 
Total
  $ 8,200     $ 52,251     $ 60,451  
 
   
     
     
 

     The $14,557,000 in fixed rate commitments outstanding at December 31, 2001 had interest rates ranging from 5.75% to 9.00%, for a period not to exceed forty-five days.

     Standby letters of credit are conditional commitments issued by the Bancorp to guarantee the performance of a customer to a third party. At December 31, 2001 and 2000, the Bancorp had standby letters of credit totaling $716,000 and $2,296,000. The Bancorp evaluates each customer’s creditworthiness on a case by case basis. The amount of collateral obtained, if deemed necessary by the Bancorp upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral obtained may include accounts receivable, inventory, property, land or other assets.

NOTE 16 — Fair Values of Financial Instruments

     The following table shows fair values and the related carrying values of financial instruments as of the dates indicated. Items which are not financial instruments are not included.

                 
    (Dollars in thousands)
    December 31, 2001
   
    Carrying   Estimated
    Value   Fair Value
   
 
Financial assets
               
Cash and cash equivalents
  $ 16,936     $ 16,936  
Securities available-for-sale
    63,961       63,961  
Securities held-to-maturity
    3,299       3,341  
Federal Home Loan Bank stock
    2,224       2,224  
Loans held for sale
    807       807  
Loans receivable, net
    339,486       346,807  
Investment in real estate limited partnerships
    1,083       1,083  
Accrued interest receivable
    2,419       2,419  
Financial liabilities
               
Demand and savings deposits
    (171,472 )     (171,472 )
Certificates of deposit
    (183,743 )     (185,528 )
Borrowed funds
    (44,989 )     (45,300 )
Accrued interest payable
    (136 )     (136 )


 

                 
    (Dollars in thousands)
    December 31,2000
   
    Carrying   Estimated
    Value   Fair Value
   
 
Financial assets
               
Cash and cash equivalents
  $ 17,419     $ 17,419  
Securities available-for-sale
    20,503       20,503  
Securities held-to-maturity
    15,649       15,651  
Federal Home Loan Bank stock
    1,976       1,976  
Loans held for sale
    480       480  
Loans receivable, net
    322,885       320,865  
Investment in real estate limited partnerships
    1,118       1,118  
Accrued interest receivable
    2,523       2,523  
Financial liabilities
               
Demand and savings deposits
    (158,196 )     (158,196 )
Certificates of deposit
    (166,114 )     (166,383 )
Borrowed funds
    (30,599 )     (30,630 )
Accrued interest payable
    (252 )     (252 )

     For purposes of the above disclosures of estimated fair value, the following assumptions were used as of December 31, 2001 and 2000. The estimated fair value for cash and cash equivalents, Federal Home Loan Bank stock and investments in real estate limited partnerships are considered to approximate cost. The estimated fair value for securities is based on quoted market values for the individual securities or equivalent securities. The estimated fair value for loans is based on estimates of the rate the Bancorp would charge for similar such loans at December 31, 2001 and 2000, applied for the time period until estimated repayment. The estimated fair value for demand and savings deposits is based on their carrying value. The estimated fair value for certificates of deposits is based on estimates of the rate the Bancorp would pay on such deposits at December 31, 2001 and 2000, applied for the time period until maturity. The estimated fair value for borrowed funds is based on current rates for similar financing. The estimated fair value of other financial instruments, including mortgage servicing rights, and off-balance sheet loan commitments approximate cost and are not considered significant to this presentation.

     While these estimates of fair value are based on management’s judgment of the most appropriate factors, there is no assurance that were the Bancorp to have disposed of such items at December 31, 2001 and 2000, the estimated fair values would necessarily have been achieved at that date, since market values may differ depending on various circumstances. The estimated fair values at December 31, 2001 and 2000 should not necessarily be considered to apply at subsequent dates.

NOTE 17 — Other Comprehensive Income (Loss)

     Other comprehensive income (loss) components and related taxes were as follows:

                           
      2001   2000   1999
     
 
 
Net change in net unrealized gains and losses on securities available for sale:
                       
 
Unrealized gains (losses) arising during the year
  $ 552     $ 372     $ (560 )
 
Reclassification adjustment for gains included in net income
    (130 )            
 
   
     
     
 
 
Net change in net unrealized gains and losses on securities available for sale
    422       372       (560 )
 
Tax effects
    (168 )     (149 )     224  
 
   
     
     
 
 
Total other comprehensive income (loss)
  $ 254     $ 223     $ (336 )
 
   
     
     
 

NOTE 18 — Selected Quarterly Financial Data (Unaudited)

     Selected quarterly financial data are summarized as follows:

Year ended December 31, 2001:

                                 
    (Dollars in thousands, except per share data)
   
    March 31,   June 30,   September 30,   December 31,
    2001   2001   2001   2001
   
 
 
 
Total interest income
  $ 7,157     $ 7,290     $ 7,029     $ 6,949  
Total interest expense
    3,539       3,549       3,222       2,912  
 
   
     
     
     
 
Net interest income
    3,618       3,741       3,807       4,037  
Provision for loan losses
    45       45       90       50  
 
   
     
     
     
 
Net interest income after provision for loan losses
    3,573       3,696       3,717       3,987  
Total noninterest income
    548       607       598       649  
Total noninterest expense
    2,408       2,433       2,476       2,594  
 
   
     
     
     
 
Income before income taxes
    1,713       1,870       1,839       2,042  
Income tax expenses
    655       715       669       715  
 
   
     
     
     
 
Net income
  $ 1,058     $ 1,155     $ 1,170     $ 1,327  
 
   
     
     
     
 
Basic earnings per share
  $ 0.39     $ 0.43     $ 0.42     $ 0.49  
 
   
     
     
     
 
Diluted earnings per share
  $ 0.39     $ 0.42     $ 0.42     $ 0.48  
 
   
     
     
     
 

     Year ended December 31, 2000:

                                 
    (Dollars in thousands, except per share data)
   
    March 31,   June 30,   September 30,   December 31,
    2000   2000   2000   2000
   
 
 
 
Total interest income
  $ 6,670     $ 6,942     $ 7,136     $ 7,329  
Total interest expense
    3,041       3,233       3,464       3,648  
 
   
     
     
     
 
Net interest income
    3,629       3,709       3,672       3,681  
Provision for loan losses
    39       45       60       31  
 
   
     
     
     
 
Net interest income after provision for loan losses
    3,590       3,664       3,612       3,650  
Total noninterest income
    448       484       546       517  
Total noninterest expense
    2,349       2,316       2,295       2,489  
 
   
     
     
     
 
Income before income taxes
    1,689       1,832       1,863       1,678  
Income tax expenses
    653       712       734       592  
 
   
     
     
     
 
Net income
  $ 1,036     $ 1,120     $ 1,129     $ 1,086  
 
   
     
     
     
 
Basic earnings per share
  $ 0.38     $ 0.41     $ 0.42     $ 0.40  
 
   
     
     
     
 
Diluted earnings per share
  $ 0.38     $ 0.40     $ 0.42     $ 0.40  
 
   
     
     
     
 


 

NOTE 19 — Parent Company Only Statements

                   
      (Dollars in thousands)
      NorthWest Indiana Bancorp
      Condensed Balance Sheets
      December 31,
     
      2001   2000
     
 
Assets
               
Cash on deposit with Peoples Bank
  $ 818     $ 117  
Investment in Peoples Bank
    36,014       33,510  
Dividends receivable from Peoples Bank
    408       670  
Other assets
          6  
 
   
     
 
 
Total assets
  $ 37,240     $ 34,303  
 
   
     
 
Liabilities and stockholders’ equity
       
Dividends payable
  $ 709     $ 649  
Other liabilities
    649       125  
 
   
     
 
 
Total liabilities
    1,358       774  
Common stock
    349       347  
Additional paid in capital
    3,249       3,029  
Accumulated other comprehensive income
    255       1  
Retained earnings
    33,469       31,592  
Treasury stock
    (1,440 )     (1,440 )
 
   
     
 
 
Total stockholders’ equity
    35,882       33,529  
 
   
     
 
 
Total liabilities and stockholders’ equity
  $ 37,240     $ 34,303  
 
   
     
 
                         
    (Dollars in thousands)
    NorthWest Indiana Bancorp
    Condensed Statements of Income
    Year Ended December 31,
   
    2001   2000   1999
   
 
 
Dividends from Peoples Bank
  $ 2,527     $ 3,598     $ 2,791  
Operating expenses
    111       110       106  
 
   
     
     
 
Income before income taxes and equity in undistributed income of Peoples Bank
    2,416       3,488       2,685  
Provision (benefit) for income taxes
    (44 )     (44 )     (42 )
 
   
     
     
 
Income before equity in undistributed income of Peoples Bank
    2,460       3,532       2,727  
Equity in undistributed income of Peoples Bank
    2,250       839       1,509  
 
   
     
     
 
Net Income
  $ 4,710     $ 4,371     $ 4,236  
 
   
     
     
 
                               
          (Dollars in thousands)
          NorthWest Indiana Bancorp
          Condensed Statements of Cash Flows
          Year Ended December 31,
         
          2001   2000   1999
         
 
 
Cash flows from operating activities:
                       
Net income
  $ 4,710     $ 4,371     $ 4,236  
Adjustments to reconcile net income to net cash from operating activities
           
 
Equity in undistributed net income of Peoples Bank
    (2,250 )     (839 )     (1,509 )
 
Change in other assets
    268       (76 )     (63 )
 
Change in other liabilities
    524       (278 )     375  
 
   
     
     
 
   
Total adjustments
    (1,458 )     (1,193 )     (1,197 )
 
   
     
     
 
     
Net cash from operating activities
    3,252       3,178       3,039  
Cash flows from investing activities
                 
Cash flows from financing activities:
                       
Dividends paid
    (2,773 )     (2,531 )     (2,253 )
Treasury stock purchased
          (993 )     (447 )
Proceeds from issuance of common stock
    222       60       21  
 
   
     
     
 
 
Net cash from financing activities
    (2,551 )     (3,464 )     (2,679 )
 
   
     
     
 
Net change in cash
    701       (286 )     360  
Cash at beginning of year
    117       403       43  
 
   
     
     
 
Cash at end of year
  $ 818     $ 117     $ 403  
 
   
     
     
 


 

Market Information

     The Bancorp’s Common Stock is traded in the over-the-counter market and is quoted in the National Quotation Bureau’s “Pink Sheets”. The Bancorp’s stock is not actively traded. As of February 28, 2002, the Bancorp had 2,729,110 shares of common stock outstanding and 523 stockholders of record. This does not reflect the number of persons or entities who may hold their stock in nominee or “street” name through brokerage firms. Set forth below are the high and low bid prices during each quarter for the years ended December 31, 2001 and December 31, 2000. The bid prices reflect inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Also set forth is information concerning the dividends declared by the Bancorp during the periods reported. Note 11 to the consolidated financial statements describes regulatory limits on the Bancorp’s ability to pay dividends.

                                 
            Per Share Prices   Dividends
           
  Declared Per
            High   Low   Common Share
           
 
 
Year Ended December 31, 2001
  1st Quarter   $ 20.88     $ 19.00     $ .26  

 
  2nd Quarter     21.00       20.00       .26  

 
  3rd Quarter     20.75       20.25       .26  

 
  4th Quarter     21.25       20.50       .26  

Year Ended December 31, 2000
  1st Quarter   $ 21.75     $ 20.50     $ .24  

 
  2nd Quarter     21.25       19.00       .24  

 
  3rd Quarter     20.63       20.00       .24  

 
  4th Quarter     20.63       19.50       .24  

[BOOK VALUE PER SHARE]

The Bank’s earnings have increased the book value of the Bancorp’s
stock from $10.67 at December 31, 1997 to $13.15 per share at
December 31, 2001.

[BASIC EARNINGS PER COMMON SHARE]

Earnings for 2001 totaled $4.7 million resulting in basic earnings per
common share of $1.73.

[DIVIDENDS PER SHARE]

The Bancorp’s consistent earnings have resulted in increased dividends to
stockholders over the years.


 

[2001 BOARD OF DIRECTORS]


 

         
[CORPORATE INFORMATION]


Corporate Headquarters
9204 Columbia Avenue
Munster, Indiana 46321

Telephone
219/836-9690






Stock Transfer Agent
The Bank acts as the transfer agent for
the Bancorp’s common stock.



Independent Auditors
Crowe, Chizek and Company LLP
330 East Jefferson Boulevard
P. O. Box 7
South Bend, Indiana 46624



Special Legal Counsel
Baker & Daniels
300 North Meridian Street
Suite 2700
Indianapolis, Indiana 46204



Annual Stockholders Meeting
The Annual Meeting of Stockholders of
NorthWest Indiana Bancorp
will be held at the
Center for Visual & Performing Arts at
1040 Ridge Road, Munster, Indiana,
on Wednesday, April 17, 2002
at 8:30 a.m.


A copy of the Bancorp’s Form 10-K, including financial statement schedules as filed with the Securities and Exchange Commission, will be furnished without charge to stockholders as of the record date upon written request to the
Corporate Secretary,
NorthWest Indiana Bancorp,
9204 Columbia Avenue,
Munster, Indiana 46321.
Directors of NorthWest Indiana Bancorp
and Peoples Bank SB

David A. Bochnowski
    Chairman and Chief Executive
    Officer of the Bancorp,
    Munster, Indiana
Leroy F. Cataldi
    Pharmacist, Dyer, Indiana
Gloria C. Gray
    Retired Vice President and Treasurer
    of Career Development Consultants,
    Munster, Indiana
Lourdes M. Dennison
    Administrative Director,
    Kumpol Dennison Surgical
    Corporation
    Merrillville, Indiana
Jerome F. Vrabel
    Senior Vice President,
    Man Financial Inc.,
    Chicago, Illinois, a commodities
    brokerage firm on the Chicago
    Board of Trade
Stanley E. Mize
    President of Towne & Countree
    Auto Sales and Co-owner of
    Lake Shore Ford
    Schererville, Indiana
James L. Wieser
    Attorney with Wieser & Sterba
    Schererville, Indiana
Frank J. Bochnowski
    Retired Executive Vice President,
    General Counsel,
    Trust Officer and Corporate Secretary
    of the Bancorp, Munster, Indiana
Edward J. Furticella
    Executive Vice President,
    Chief Financial Officer
    of the Bancorp, Munster, Indiana
Joel Gorelick
    Executive Vice President, Chief
    Lending Officer of the Bancorp,
    Munster, Indiana
Chairman Emeritus, Advisory Director
    Benjamin A. Bochnowski
Directors Emeriti
    James J. Crandall
    Harold G. Rueth
    Albert J. Lesniak

Officers of NorthWest Indiana Bancorp
and Peoples Bank SB

David A. Bochnowski
    Chairman and
    Chief Executive Officer
Edward J. Furticella
    Executive Vice President,
    Chief Financial Officer
Joel Gorelick
    Executive Vice President,
    Chief Lending Officer
Jon E. DeGuilio
    Executive Vice President,
    General Counsel,
    Trust Officer and Corporate Secretary

Officers of Peoples Bank SB
Daniel W. Moser
    Senior Vice President for
    Housing Finance
Rodney L. Grove
    Senior Vice President, Retail Banking
Robert T. Lowry
    Senior Vice President, Controller
Tanya A. Buerger
    Senior Vice President,
    Information Technology
Management Personnel of
Peoples Bank SB

    Branches
    Michael J. McIntyre,
        Vice President, Munster
    Meredith L. Bielak,
        Assistant Vice President, Munster
    Michael J. Shimala,
        Assistant Vice President, Dyer
    Alicia Q. McMahon, East Chicago
    Marilyn K. Repp, Vice President,
        Hobart
    Catherine L. Gonzalez,
        Assistant Vice President,
        Merrillville (Broadway)
    Jill M. Knight, Vice President,
        Merrillville (Taft)
    Ronald P. Knestrict, Schererville
    Charman F. Shields, Schererville
    Karen M. Laude,
        Assistant Vice President, Woodmar
    Commercial Lending
    Todd M. Scheub, Vice President
    Terry R. Gadberry, Vice President
    Jason J. Stengel, Assistant Vice
        President
    Brian E. Rusin, Assistant Vice
        President
    Compliance
    David W. Homrich, Vice President
    Consumer Lending
    James P. Lehr, Vice President
    Clovese R. Robinson,
        Assistant Vice President
    Sharon V. Vacendak,
        Assistant Vice President
    Credit Administration
    Christine M. Friel, Vice President
    Jennifer L. Klaich
    Electronic Banking Services
    Christopher A. Grencik,
        Vice President
    Housing Finance
    Leslie J. Bernacki
    Sylvia Magallanez,
        Assistant Vice President
    John R. Wren
    Human Resource
    Linda L. Kollada, Vice President
    Internal Auditor
    Stacy A. Januszewski, Vice President
    Loan Administration
    Mary D. Mulroe, Vice President
    Management Development
    Kelly A. Kapelinski
    Colleen A. Wigmore
    Marketing Director
    Shannon E. Franko, Vice President
    Operations
    Arlene M. Wohadlo, Vice President
    Trust & Investment Services
    Stephan A. Ziemba, Vice President
    Randall H. Walker, Vice President


 


 

[2001 BOARD OF DIRECTORS]