SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from __________ to ___________
Delaware 36-3220778 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1400 Sixteenth Street, Oak Brook, Illinois 60521 - ------------------------------------------- --------- (Address of principal executive offices) (Zip Code) |
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock ($2 par value)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ((S)229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 15, 1997 was: $56,789,649 based upon the last sales price of the registrant's Class A Common stock at $25.25 per share as reported by the National Association of Securities Dealers Automated Quotation System.
The number of shares outstanding of each of the registrant's classes of common stock as of March 15, 1997: 1,522,772 shares of Common Stock and 1,739,851 shares of Class A Common Stock.
Documents incorporated by reference: Portions of the Company's Annual Report to Shareholders for the fiscal year ended December 31, 1996, and Proxy Statement for its 1997 Annual Meeting of Shareholders to be filed on or about April 1, 1997 are incorporated by reference into Parts I., II. and III. hereof, to the extent indicated in the Form 10-K Cross-Reference Index.
Form 10-K Cross-Reference Index
Certain information required to be included in Form 10-K is also included in the
1996 Annual Report to Shareholders or in the Proxy Statement used in connection
with the 1997 Annual Meeting of Shareholders to be held on May 6, 1997. The
following Cross-Reference Index shows the page location in the 1996 Annual
Report or in the Proxy Statement of only that information which is to be
incorporated by reference into Form 10-K. All other sections of the 1996 Annual
Report or the Proxy Statement are not required in Form 10-K and should not be
considered a part thereof.
1996 1996 1997 FORM ANNUAL PROXY Item No. Part I 10-K REPORT STATEMENT ---- ------ --------- 1. Business................................................ 2-11 Statistical Disclosure by Bank Holding Companies .... 6-18 2. Properties............................................. 11-13 3. Legal Proceedings....................................... 13 4. Submission of Matters to a Vote of Security Holders .... 13 Part II 5. Market for Registrant's Common Equity and Related Stockholder Matters....................... 29-32, 34 6. Selected Financial Data................................. 6 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.......... 6-18 8. Financial Statements and Supplementary Data............. 19-33 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure................... 14 Part III 10. Directors and Executive Officers of the Registrant .... 5 11. Executive Compensation.................................. 9-13 12. Security Ownership of Certain Beneficial Owners and Management................................. 2-3 13. Certain Relationships and Related Transactions.......... 6 Part IV 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............................... 16-19 Signatures.............................................. 20 |
PART I
ITEM 1. BUSINESS
First Oak Brook Bancshares, Inc. ("the Company") was organized under Delaware law on March 3, 1983, as a bank holding company under the Bank Holding Company Act of 1956, as amended. The Company owns all of the outstanding capital stock of Oak Brook Bank ("the Bank"), Oak Brook, Illinois, which is an Illinois state- chartered bank. The bank has seven locations in DuPage County and two locations in Cook County. A tenth location is under development in Aurora, Illinois, located in DuPage County.
The Company has two classes of common stock, Class A Common stock and Common stock. The Common stock is convertible into Class A Common at any time on a one-for-one basis. The Company has authorized shares of Class A Common and Common stock of 4,000,000 and 3,000,000, respectively.
As of December 31, 1996, the Company had total assets of $768,655,000; loans of $420,164,000, deposits of $648,303,000, and shareholders' equity of $59,553,000.
The business of the Company consists primarily of the ownership, supervision and control of its subsidiary bank. The Company provides its subsidiary bank with advice, counsel and specialized services in various fields of financial, audit, legal and banking policy and operations. The Company also engages in negotiations designed to lead to the acquisition of other banks and closely related businesses.
The Bank is engaged in the general retail and commercial banking business. The services offered include demand, savings, and time deposits, corporate cash management services, and commercial and personal lending products. In addition, related products and services are offered including discount brokerage, mutual funds and annuity sales, and foreign currency and precious metal sales. Oak Brook Bank has a full service trust and land trust department.
The Bank originates the following types of loans: commercial, real estate (land acquisition, development & construction, commercial mortgages, residential mortgages and home equity), credit card and consumer installment loans. The extension of credit inherently involves certain levels and types of risk (general economic conditions, industry and concentration risk, interest rate risk, and credit and default risk) which the Company prudently manages through the establishment of lending, credit and asset/liability management policies and procedures.
Loans originated comply with the Bank's loan policies and governmental rules, regulations and laws. While the subsidiary bank's loan policy varies for different loan products, the policy generally covers such items as: percentages to be advanced against collateral, blanket or specific liens, insurance requirements, maximum terms, down payment requirements, debt-to-income ratio, credit history and other matters of credit concern.
The Bank's loan policy grants limited loan approval authority to designated loan officers. Where a credit request exceeds the loan officer's approval authority, approval by a more senior lending officer and/or bank loan committee is required. The loan policy sets forth those credit requests that, either because of the amount and/or type, require the approval of the bank loan committee.
The chart that follows sets forth the credit risks, loan origination procedures, underwriting standards and lien position generally associated with the Bank's lending in each major loan category. The major loan categories are residential real estate, including purchase money, refinance and home equity loans; commercial real estate, including land acquisition, development and construction loans; commercial loans; auto loans (direct and indirect); credit card loans and student loans. These loans, except for credit cards, are made generally in the Chicago Metropolitan area and are generally secured by collateral located in the Chicago Metropolitan area.
The chart sets forth the information generally considered in approving each category of loans. The collateral stated for each category is the collateral generally required for these loans. Each loan is reviewed on its own merits and the information set forth in the chart does not necessarily apply to each loan within a category. The lien position (if any) and collateral documentation for commercial loans, commercial real estate and construction loans are structured specifically for each loan.
LOAN TYPE YEAR END BAL. PRINCIPAL SIGNIFICANT MAJOR (000's) CREDIT LOAN ORIGINATION UNDERWRITING % OF LOANS RISKS DOCUMENTATION STANDARDS LIEN POSITION - ---------------------------------------------------------------------------------------------------------------------------------- Commercial Borrower default Personal Determination of eligible and Unsecured: - -Working capital Industry change financial ineligible receivables Companies with - -Term General economic statements of Advances generally not to exceed significant net conditions guarantors 80% of eligible collateral worth Balance $40,895 Personal tax Annual credit review relative to debt % 9.7% returns of Debt to tangible net worth normally and guarantors less than 4 to 1 solid operating Business Assessment of company's cash flow history financial -net annual cash flow should be Secured: statements, or tax 120% of the total estimated Blanket first lien returns (if annual debt service (with a 100% on all applicable) floor) business assets Cash flow Maximum length of term loans (unmonitored or projections generally 7 years with Credit history Personal guaranties of owners of limited monitoring) Mercantile reports closely held companies (full or Secured: Supplier partial) Specific first references Periodic monitoring of A/R lien on Customer Periodic audit for asset based assets being references loans financed If applicable Loan covenant restrictions (including leases) -Collateral -Other borrowings valuation -Payment of dividends -A/R, A/P listing -Limit on owner withdrawals and aging -Sale of company -Machinery, -Capital expenditures furniture, -Debt to net worth limits fixtures and -Minimum tangible net worth equipment, Evidence of insurance inventory lists -Pre-loan audit - ---------------------------------------------------------------------------------------------------------------------------------- Commercial Borrower default Personal Loans to appraised value generally Secured: Mortgages Industry change financial not to exceed 80% (with a ceiling First mortgages General economic statements of of 85%) Assignment of Balance $63,394 conditions guarantors Assessment of property's cash flow rents/leases % 15.1% Personal tax -net annual cash flow should be Security agreement returns of 120% of the total estimated on fixtures guarantors annual debt service (with a 100% Environmental Business floor) indemnity agreement financial Personal guaranties of owners (full statements, or tax or partial) returns (if Evidence of insurance applicable) Tax and insurance reserves (if Cash flow applicable) projections Credit history Lender references Appraisals Environmental assessments Credit history of tenants Financial information on tenants Review of leases Market trends and conditions - ---------------------------------------------------------------------------------------------------------------------------------- |
LOAN TYPE YEAR END BAL. PRINCIPAL SIGNIFICANT MAJOR (000's) CREDIT LOAN ORIGINATION UNDERWRITING % OF LOANS RISKS DOCUMENTATION STANDARDS LIEN POSITION - ---------------------------------------------------------------------------------------------------------------------------------- Land acquisition, Project Personal financial Land acquisition loan to value Secured: development completion statements of guarantors generally not exceed 50% (with a First mortgages and construction Borrower default Personal tax returns of ceiling of 65%) Assignment of Industry change guarantors Land development loan to value rents/leases Balance $35,902 Business financial generally not exceed 75% Assignment of unit % 8.5% statements or tax returns Construction loan to value generally sale contracts (if applicable) not exceed 75% (with a ceiling of Assignment of Cash flow projections 85%) of retail value plans, Credit history Assessment of project cash flow specifications Industry experience and Disbursement escrows construction and reputation Personal guaranties (full or partial) service contracts Contractor references Evidence of insurance Assignment of Lender references Inspection developers rights Market trends and conditions Environmental Project feasibility Residential subdivision projects indemnity agreement -Market acceptance - Minimum unit release -Project marketing strategy requirements for accelerated -Engineering review payback Appraisals - Interest reserves (if applicable) Environmental assessments Review of other current projects by developer - ---------------------------------------------------------------------------------------------------------------------------------- Residential Real Estate A) Portfolio Borrower default Application (including Debt to income generally not to Secured: 1) Purchase money -Reduction of financials) exceed 39% gross annual income -First mortgages 2) Refinance income Verification of employment Principal/interest/taxes/insurance -Excessive debt and income less than 28% of gross annual -Future death, Verification of deposits income disability or (excluding home equity) Loan to value B) Secondary divorce Collateral appraisal, -generally not to exceed 80% for Market Decline in market generally two appraisals loans under $500,000 1) Purchase money value for property values in -generally not to exceed 65% 2) Refinance Completion of excess of $500,000 (ceiling of 75%) for loans construction Credit history greater than $500,000 Insurance (flood, hazard) Balance $93,730 Two year job history or employment % 22.3% in related field. No serious prior derogatory credit history No current delinquencies Secondary market loans (additional to above): -Loan to value which exceed 80% require private mortgage insurance -Investor approval C) Home equity Same as above Same as above Same as above -Primarily Second mortgages Balance $55,297 % 13.1% - ---------------------------------------------------------------------------------------------------------------------------------- |
LOAN TYPE YEAR END BAL. PRINCIPAL SIGNIFICANT MAJOR (000's) CREDIT LOAN ORIGINATION UNDERWRITING % OF LOANS RISKS DOCUMENTATION STANDARDS LIEN POSITION - ---------------------------------------------------------------------------------------------------------------------------------- Credit card Borrower default Application (with financials) Debt to income generally not to Unsecured -Reduction of Credit history exceed 39% gross annual income Balance $58,114 income Verification of employment No serious prior derogatory credit % 13.8% -Excessive debt and income history -Future death, Tax returns (if self No current delinquencies disability or employed) Established credit divorce Stable employment and residence Fraud No excessive debt No more than 9 active bank cards Approved credit line proportionate to income Minimum income requirement Student cards only: No minimum income requirement Established credit not required No derogatory credit No more than three active bank cards No more than $10,000 available in credit lines - ---------------------------------------------------------------------------------------------------------------------------------- Consumer Installment Auto (primarily Borrower default Application (with financials) Debt to income ratio generally not to Secured, recorded indirect) -Reduction of Verification of employment exceed 45% of gross annual income lien on title income Credit history No serious prior derogatory credit Single interest Balance $59,211 -Excessive debt Evidence of insurance history insurance % 14.1% -Future death, No current delinquencies disability or Stable employment and residence divorce Established credit unless down Collateral value payment (greater than) 25% decline Casualty Dealer New dealerships are submitted Direct: -Business decline for credit approval New cars - loans generally not to -Industry decline -Review dealers trade and exceed 80% of purchase price -General references Used cars (generally not older than 4 economic -Review dealer financial years)-loans limited to 100% of conditions statements NADA loan value -Fraud -Mercantile report -Annual review Indirect: -Signed dealer agreement New cars- -invoice up to $18,000, will finance up to $500 over invoice -invoice over $18,000, will finance up to $1,000 over invoice Used cars (generally not older than 4 years)-loans limited to 100% of NADA loan Student Loss of Application Unsecured, Balance $6,195 Government Government guaranty % 1.5% guaranty Other Various Various Various Various Balance $8,165 % 1.9% |
The Company and its subsidiary bank operate primarily in DuPage County, Illinois, with seven locations, and two locations in Cook County, Illinois, one of which is located in western Cook County and the other on Chicago's North Shore.
At June 30, 1996, the Company's seven DuPage County, Illinois, offices held $528 million in deposits for an approximate 5.3% market share in relation to the total deposits in DuPage County commercial banks. The Company's two offices in Cook County, Illinois, contained $77 million in deposits for an approximate .1% market share of Cook County. The Company's offices are part of the Chicago banking market, as defined by the Federal Reserve Bank of Chicago, consisting of Cook, DuPage and Lake Counties, which at June 30, 1996, had $98.0 billion in deposits.
The Company's subsidiary bank is located in a highly competitive market facing competition for deposits, loans and other banking services from many financial intermediaries, including savings and loan associations, finance companies, credit unions, mortgage companies, retailers, stockbrokers, insurance companies, mutual funds and investment companies, many of which have greater assets and resources than the Company.
The Company is a bank holding company subject to the restrictions and regulations adopted under the Bank Holding Company Act of 1956, as amended (the "BHCA"), and interpreted by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), and the Company is also subject to Federal Securities Laws and Delaware Law. The BHCA requires every bank holding company to obtain the prior approval of the Federal Reserve Board before acquiring direct or indirect ownership or control of 5% or more of the voting shares of any bank or bank holding company. However, no acquisition may be approved if it is prohibited by applicable state law. The Company is examined by the Federal Reserve Bank of Chicago.
The subsidiary bank is subject to extensive governmental regulation and periodic
regulatory reporting requirements. The regulations by various governmental
entities, as well as Federal and State laws of general application affect the
Company and the subsidiary bank in many ways including but not limited to:
requirements to maintain reserves against deposits, payment of FDIC insurance,
restrictions on investments, establishment of lending limits and payment of
dividends. The subsidiary bank is primarily supervised and examined by the
Illinois Office of Banks
and Real Estate and the Federal Deposit Insurance Corporation ("FDIC").
The Federal Reserve Bank examines and supervises bank holding companies pursuant to risk-based capital adequacy guidelines. These guidelines establish a uniform capital framework that is sensitive to risk factors, including off-balance sheet exposures, for all federally supervised banking organizations. This can impact a bank holding company's ability to pay dividends and expand its business through the acquisition of subsidiaries if capital falls below the levels established by these guidelines. As of December 31, 1996 the Company's Tier 1, total risk-based capital and leveraged ratios were in excess of minimum regulatory guidelines and also exceed the FDIC criteria for "well capitalized" banks. See the Company's Annual Report at page 30 for a more detailed discussion of the Risk Based Assessment System and the impact upon the Company and its subsidiary bank.
Under Federal law, the FDIC has authority to impose special assessments on insured depository institutions, to repay FDIC borrowings from the United States Treasury or other sources, and to establish semi-annual assessment rates for Bank Insurance Fund ("BIF") member banks to maintain the BIF at the designated reserve ratio required by law. Effective January 1, 1997 the FDIC Assessment Rate Schedule for BIF members ranged from zero for "well capitalized" institutions to $.27 per $100 for "undercapitalized" institutions as set forth in the following table:
BIF RATES ------------------------------------------------------------ Supervisory Subgroup Capital ---------------------------------- Group A B C ------- --------- --------- --------- Well capitalized 0(c) 3(c) 17(c) Adequate 3 10 24 Under capitalized 10 24 27 |
Pursuant to the Deposit Insurance Fund Act of 1996 ("Funds Act"), the FDIC eliminated the $2,000 minimum annual assessment and in 1996 refunded to BIF institutions the fourth quarter minimum assessment.
The Funds Act also authorized the Financing Corporation ("FICO") to levy annual assessments of BIF-assessable deposits to service FICO bond obligations. On January 2, 1997 the Company's subsidiary bank was assessed $19,400 for its semiannual FICO payment. The BIF assessment must equal 1/5 of the FICO assessment rate that is applied to deposits assessable by the Savings Association Insurance Fund ("SAIF"). The annual assessment rates for FICO were determined from the September 30,
1996 call reports and for BIF institutions the rate was 1.296c per $100.
The subsidiary bank is not restricted by the limitations on Brokered Deposits and can pass-through the $100,000 FDIC insurance coverage to each participant in or beneficiary of a qualified employee benefit plan.
The Interstate Banking Act allowed "adequately capitalized" and "adequately managed" bank holding companies to acquire banks in any state as of September 29, 1995. The Act also allows interstate merger transactions after June 1, 1997.
The Interstate Banking Act amends Section (d) of the Bank Holding Company Act of 1956 authorizing the Federal Reserve to approve a bank holding company's application to acquire either control or substantial assets of a bank located outside of the bank holding company's home state regardless of whether the acquisition would be prohibited by state law. The Federal Reserve may approve these transactions only for "adequately capitalized" and "adequately managed" bank holding companies.
The Interstate Banking Act also amended the Federal Deposit Insurance Act and beginning June 1, 1997 responsible agencies may approve merger transactions between insured banks with different home states regardless of whether the transaction is prohibited under state law. Through interstate merger transactions, banks will be able to acquire branches of out of state banks by converting their offices into branches of the resulting bank. The Act provides that it will be the exclusive means for bank holding companies to obtain interstate branches. In these transactions, the resulting bank must remain "adequately capitalized" and "adequately managed" upon completion of the merger. The Act also states that a home state may enact a law preventing these transactions; Illinois will allow these transactions effective June 1, 1997.
The FIRREA has broadened the regulatory powers of federal bank regulatory agencies. One of the provisions of FIRREA contains a "cross-guarantee" provision which could impose liability on the Company for losses incurred by the FDIC in connection with assistance provided to or the failure of any of the Company's insured depository institutions. The U.S. Court of Appeals Second Circuit recently upheld the FDIC's power to charge losses from a bank failure to another bank in the same corporate organization. The Company, under Federal Reserve Board policy,
is a source of financial strength to its subsidiary bank and is expected to commit resources to support the subsidiary bank. As a result, the Company could be required to commit resources to its subsidiary bank in circumstances where it might not do so absent such policies.
In 1992 the U.S. Environmental Protection Agency ("USEPA") adopted the CERCLA which provided lenders with an exemption from liability if the lender did not participate in the management of the contaminated property. The Secured Lender Exemption Rule protected secured lenders from CERCLA liability if they did not exercise significant control over the borrowers day-to-day operations and did not fail to foreclose and promptly dispose of the contaminated property. However, the Third Circuit Court of Appeals decision in Frank J. Kelley, Attorney General for the State of Michigan, v. Environmental Protection Agency, Chemical Manufactures Association v. Environmental Protection Agency, 15 F. 3d 1100 (D.C. Cir. 1994) ("Kelley") invalidated the secured lender exemption, and the U.S. Supreme Court denied the appeal.
In response to the Kelley decision, CERCLA was amended by The Economic Growth and Regulatory Paperwork Reduction Act of 1996. The CERCLA amendment excludes lenders that hold ownership to property primarily to protect a security interest (unless the lender actually participates in the management or operational affairs of the property instead of merely having the capacity to influence or has unexercised rights to control property operations) from the definition of "owner or operator" and are therefore exempt from liability for environmental cleanups.
The state of Illinois amended its Innocent Landowner Law to protect lenders and purchasers from environmental clean up liabilities. The law provides "innocent landowner" protection for lenders and purchasers who perform Phase I and Phase II environmental assessments or audits meeting the statutory requirements. This law will protect the banks from prosecution by the Illinois Environmental Protection Agency.
The FDICIA significantly expanded the regulatory and enforcement powers of federal banking regulators. FDICIA gives federal banking regulators comprehensive directions to promptly direct or require the correction of problems of inadequately capitalized banks in a manner that is least costly to the Federal Deposit Insurance Fund. The degree of corrective regulatory involvement in the operations and management of banks and their holding companies will be largely determined by the actual or anticipated
capital position of the institution. See the Company's Annual Report pages 18 and 30 detailing the Company's capital position.
FDICIA also directs federal banking regulatory agencies to issue new safety and soundness standards governing operational and managerial activities of banks and their holding companies particularly in regard to internal controls, loan documentation, credit underwriting, interest rate exposure, asset growth and executive compensation. The following regulations were passed to implement some of the above objectives:
. In September, 1996, the Federal Banking Agencies amended the Uniform Financial Institutions Rating System, effective January 1, 1997, to include sensitivity to market risks. Market risks reflect the degree to which changes in interest rates and other market rates can affect a financial institution's assets, earnings, liabilities and capital values. If the regulators determine a bank is in a high risk position, additional capital may be required. The Company and its subsidiary bank, on a regular basis, monitor and establish policy limits on interest rate risk.
Proposals that change the laws and regulations governing banks, bank holding companies and other financial institutions are discussed in Congress, the state legislatures and before the various bank regulatory agencies. Banks are subject to a number of federal and state laws and regulations which have a material impact on their business. These include, among others, state usury laws, consumer protection laws and regulations, (e.g., the Truth in Lending Act, the Equal Credit Opportunity Act, the Expedited Funds Availability Act, the Community Reinvestment Act, the Truth in Savings Act), as well as the electronic funds transfer laws, Bank Secrecy Act, environmental laws and privacy laws.
See "Financial Review" on pages 6 through 18, inclusive, of the Company's 1996 Annual Report to Shareholders, which is incorporated herein by reference for the statistical disclosure by bank holding companies.
ITEM 2. PROPERTIES
The Company's offices are located in Oak Brook, Illinois. The subsidiary bank and its branches conduct business in both owned and leased premises. The Company believes its facilities are suitable and adequate to operate its banking business. For information concerning lease obligations, see Note 6 of the Notes
to Consolidated Financial Statements and lease exhibits previously filed and incorporated by reference.
The Company and Oak Brook Bank occupy space in a five-year old, three-story, 100,000 square foot, modern office building located at 1400 Sixteenth Street, Oak Brook, Illinois, which is owned and operated by Oak Brook Bank. The first and second floors and portions of the third floor and lower level are occupied by Oak Brook Bank. The Company leases a small portion (1,700 square feet) from Oak Brook Bank. A portion of the third floor is rented to third parties.
Oak Brook Bank began developing a new branch in Aurora, Illinois during the first quarter of 1997. The traditional style building will be approximately 4,400 square feet, constructed of brick with a slate roof and accentuated by a clock tower. This location will offer a drive-up facility and is expected to open in the first quarter of 1998.
In addition, Oak Brook Bank operates the following branches:
Addison - A 25 year old, 14,500 square foot, two-story brick, colonial building including a full basement and attached drive-up facility in Addison, Illinois. The second floor is rented to third parties. This facility and real estate are owned by Oak Brook Bank and was formerly the Heritage Bank of Addison, acquired September, 1974.
Bensenville - Approximately 2,000 square feet of leased space in a modern, two-story glass bui lding in Bensenville, Illinois. Opened in May, 1986.
Broadview - A 43 year old, 6,955 square foot, one-story brick building in Broadview, Illinois. This facility and real estate are owned by Oak Brook Bank. Formerly Liberty Bank acquired March, 1991.
Broadview Drive-up - Oak Brook Bank also owns a detached one-story drive-up facility across the street from the Broadview location.
Burr Ridge - Approximately 6,600 square feet of leased space in a one- story contemporary building located in Burr Ridge, Illinois. A portion of this space is used for record storage. Opened in October, 1988.
Glenview - Approximately 1,800 square feet of leased space in a strip shopping center in Glenview, Illinois. Opened in March, 1990.
Lisle - Approximately 1,300 square feet of leased space in a neighborhood shopping center in a primarily residential section of Lisle, Illinois. A detached drive-up automated teller machine is also operated at this location. Opened in October, 1985.
Naperville - A 2,400 square foot, two-story contemporary Palladian-style building with a full basement and attached drive-up facility in Naperville, Illinois. This facility is owned by Oak Brook Bank. Opened in June, 1988.
Warrenville - Approximately 4,400 square feet of leased space on the first floor of a two-story tudor-style building with a full basement and attached drive-up facility in Warrenville, Illinois. Formerly Warrenville Bank & Trust acquired April, 1983.
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiary bank were not subject to any pending or threatened legal actions as of December 31, 1996. No such actions have arisen subsequent to year-end.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of shareholders during the fourth quarter of this year.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
See page 34 and Notes 9, 12 and 13 of the Notes to Consolidated Financial Statements on pages 29 through 32, inclusive, of the Company's 1996 Annual Report to Shareholders which is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
See "Earnings Summary and Selected Consolidated Financial Data" on page 6 of the Company's 1996 Annual Report to Shareholders, which is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
See "Financial Review" on pages 6 through 18, inclusive, of the Company's 1996 Annual Report to Shareholders, which is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and related notes are on pages 19 through 33, inclusive, of the Company's 1996 Annual Report to Shareholders, which is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
See "Directors and Executive Officers" on page 5 of the Company's Proxy Statement to be filed on or before April 1, 1997, which is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
See "Summary Compensation Table" and footnotes, "Five Year Performance Comparison" and "Aggregated Option Exercises and Year-End Option Values Table" and "Option Grants Table" on pages 9 through 14, inclusive, of the Company's Proxy Statement to be filed on or before April 1, 1997, which is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See "Information Concerning Security Ownership of Certain Beneficial Owners and Management" on pages 2 and 3 of the Company's Proxy Statement to be filed on or before April 1, 1997, which is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Certain Transactions" on page 6 of the Company's Proxy Statement to be filed on or before April 1, 1997, which is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. The following financial statements are filed as part of this report: Annual Report to Shareholders - Report of Independent Auditors 19 Consolidated Balance Sheets - December 31, 1996 and 1995 20 Consolidated Statements of Income for the Three Years Ended December 31, 1996 21 Consolidated Statements of Changes in Shareholders' Equity for The Three Years Ended December 31, 1996 22 Consolidated Statements of Cash Flows for the Three Years Ended December 31, 1996 23 Notes to Consolidated Financial Statements 24-33 |
2. Financial statement schedules: All schedules are omitted as they are not applicable or information is included in the consolidated financial statements or the notes thereto.
(b) The following Reports on Form 8-K were filed during the last quarter of the period covered by this report: None
(c) The following exhibits are included herein:
Exhibit (3) Articles of Incorporation including Amendments thereto and By Laws of First Oak Brook Bancshares, Inc. (Exhibit 3 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference). Exhibit (10.1) Loan Agreement between First Oak Brook Bancshares, Inc. and LaSalle National Bank dated December 1, 1991 and amendments dated January 31, 1993 and March 31, 1994. (Exhibit 10.1 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference). 16 |
Exhibit (10.2) Lease Agreement between First Oak Brook Bancshares, Inc. and Oak Brook Bank dated November 8, 1991. (Exhibit 10.2 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference). Exhibit (10.3) Data Processing Agreement between First Data Resources Inc. and Oak Brook Bank dated November 22, 1991. (Exhibit 10.3 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference.) Amendment thereto dated June 19, 1996, filed herewith. Exhibit (10.4) First Oak Brook Bancshares, Inc. Employees' Stock Bonus Plan as amended and restated effective July 19, 1994. (Exhibit 10.4 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference). Exhibit (10.5) First Oak Brook Bancshares, Inc. Amended and Restated 1987 Stock Option Plan effective September 21, 1987. (Exhibit 10.5 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference). Exhibit (10.6) Lease Agreement between Oak Brook Bank, not personally, but solely as Trustee under Trust Agreement dated August 1, 1989 and known as Trust Number 2200 and Life Investors Insurance Co. of America, an Iowa Corporation, for Suite 300 of the Oak Brook Bank Building. (Exhibit 10.6 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference). 17 |
Exhibit (10.7) Lease Agreement between Oak Brook Bank, not personally, but solely as Trustee under Trust Agreement dated August 1, 1989 and known as Trust Number 2200 and CB Commercial Real Estate Group, Inc., a Delaware Corporation, for Suite 301 of the Oak Brook Bank Building. (Exhibit 10.7 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference). Exhibit (10.8) License Agreement, between Jack Henry & Associates, Inc. and First Oak Brook Bancshares, Inc. dated March 10, 1993. (Exhibit 10.8 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference). Exhibit (10.9) Form of Transitional Employment Agreement for Eugene P. Heytow, Richard M. Rieser, Jr. and Frank M. Paris. (Exhibit 10.9 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference). Exhibit (10.10) Form of Transitional Employment Agreement for Senior Officers. (Exhibit 10.10 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference). Exhibit (10.11) Form of Agreement Regarding Post-Employment Restrictive Covenants for Eugene P. Heytow, Richard M. Rieser, Jr. and Frank M. Paris. (Exhibit 10.11 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference). Exhibit (10.12) Form of Supplemental Pension Benefit Agreement for Eugene P. Heytow. (Exhibit 10.12 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference). 18 |
Exhibit (10.13) Form of Supplemental Pension Benefit Agreement for Richard M. Rieser, Jr. (Exhibit 10.13 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference). Exhibit (10.14) Senior Executive Insurance Plan. (Exhibit 10.14 to the Company's Form 10-K Annual Report for the year ended December 31, 1995, incorporated herein by reference). Exhibit (10.15) First Oak Brook Bancshares, Inc. Performance Bonus Plan (Amended and Restated). Exhibit (13) Annual Report to Shareholders. Exhibit (21) Subsidiary of the Registrant. Exhibit (23) Consent of Ernst & Young LLP. Exhibit (27) Financial Data Schedule. |
Exhibits 10.9 through 10.15 are management contracts or compensatory plans or arrangements required to be filed as an Exhibit to this Form 10-K pursuant to Item 14(c) hereof.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BY: /S/EUGENE P. HEYTOW ------------------------------ (Eugene P. Heytow, Chairman of the Board and Chief Executive Officer) DATE: March 17, 1997 ------------------------------ |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /S/EUGENE P. HEYTOW Chairman of the Board March 17, 1997 - --------------------------- and Chief Executive Eugene P. Heytow Officer /S/FRANK M. PARIS Vice Chairman of March 17, 1997 - --------------------------- the Board Frank M. Paris /S/RICHARD M. RIESER, JR. President, March 17, 1997 - --------------------------- Assistant Secretary, Richard M. Rieser, Jr. and Director /S/ALTON WITHERS Director March 17, 1997 - --------------------------- Alton Withers /S/MIRIAM LUTWAK FITZGERALD Director March 17, 1997 - --------------------------- Miriam Lutwak Fitzgerald /S/GEOFFREY R. STONE Director March 17, 1997 - --------------------------- Geoffrey R. Stone /S/ROBERT WROBEL Director March 17, 1997 - --------------------------- Robert Wrobel /S/ROSEMARIE BOUMAN Vice President, Chief March 17, 1997 - --------------------------- Financial Officer, Rosemarie Bouman Treasurer (Principal Accounting Officer) |
EXHIBIT (10.3)
FIFTH AMENDMENT TO SERVICE AGREEMENT
This Fifth Amendment to Service Agreement made and entered into this 23rd day of December, 1996 by and between Oak Brook Bank, 1400 Sixteenth Street, Oak Brook, Illinois 60521 ("Buyer") and First Data Resources Inc., 7301 Pacific Street, Omaha, Nebraska 68114 ("FDRI").
WITNESSETH:
WHEREAS, Buyer and FDRI heretofore entered into a Service Agreement dated as of November 22, 1991 as amended by Amendments to Service Agreement dated September 2, 1994, March 1, 1996, March 1, 1996 and June 19, 1996 (the "Service Agreement"); and
WHEREAS, Buyer and FDRI now desire to amend the Service Agreement as hereinafter more particularly set forth;
NOW THEREFORE, Buyer and FDRI hereby agree as follows:
1. Exhibit "B", Section II - a of the Service Agreement, Item "7619 - Plasticard Agent/Strategy Inserting Set-Up" is hereby amended to read as follows, effective December 23, 1996:
"7619 Plasticard Agent/Strategy Inserting Set-Up $4.5000/set-up"
2. As hereby amended and supplemented, the Service Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Service Agreement the day and year first above written.
FIRST DATA RESOURCES INC. OAK BROOK BANK By: /s/HAROLD E. EVAN By: /s/ ROSEMARIE BOUMAN ----------------------- --------------------------- Title: EVP-Client Services Title: Chief Financial Officer -------------------- ------------------------ |
EXHIBIT (10.15)
FIRST OAK BROOK BANCSHARES, INC.
PERFORMANCE BONUS PLAN
(Amended and Restated)
Article 1. Establishment, Purpose and Duration
The First Oak Brook Bancshares, Inc. Bonus Plan (the "Plan") is hereby established by First Oak Brook Bancshares, Inc. (the "Company"). The purpose of the Plan is to promote the success and enhance the value of the Company by providing the Executive Officers with the opportunity to earn additional bonus compensation based upon superior Company performance. The Plan and the grant of awards hereunder are expressly conditioned upon the Plan's approval by the stockholders of the Company. The Plan is adopted, subject to stockholder approval, effective as of January 1, 1996, and shall remain in effect, subject to the right of the Board of Directors to amend or terminate the Plan at any time, until December 31, 2000.
Article 2. Administrator
The Plan shall be administered by the Stock Option Advisory Committee of the Board of Directors of the Company, or such other committee designated by the Board comprised solely of two or more members who are "outside directors" with the meaning of Section 162(m) of the Code (the "Committee").
Article 3. Eligibility
Only those executive officers selected by the Committee shall be eligible to participate in the Plan. References herein to an "executive officer" shall refer to only those executive officers who have been selected for participation in the Plan.
Article 4. Awards
No later than March 31 of each calendar year, the Committee shall establish a minimum, maximum and range of targets (the "Targets") for the calendar year based on the Company's return on equity, return on assets, net income, market price of Company's Class A Common Stock relative to book value, market price of such Common Stock, and level of non-performing assets, in each case relative to peer institution performance, historical levels and/or other standards deemed appropriate by the Committee in light of the Company's objectives. The Committee shall also determine the bonus compensation awards which may be earned by the executive officers upon the Company's attainment of various levels of performance with respect to such Targets ("Award Opportunities"); provided, that no bonus shall be earned unless minimum performance with respect to at least three Targets is met for the calendar year. All Award Opportunities shall be a direct function of the
Targets.
No bonus shall be paid with respect to any calendar year, if, as of December 31 of such year, there has been an adverse change in the Company's regulatory status or capital position as determined by reference to standards relating to regulatory status and capital position established by the Committee at the time it established the Targets for such year.
Promptly after each calendar year, the Committee shall certify as to whether any, all or a combination of the Targets for such year have been achieved; provided, that the Committee may, in its absolute discretion and based upon performance levels achieved through November 30 of a calendar year, certify achievement of all or any combination of the Targets and authorize payment of a portion of the bonus then expected to be earned. Following the post-year end certification, a final award shall be computed for each executive officer based upon the Award Opportunities for such year; provided, however, that any amount paid to the executive officer during such year pursuant to the first sentence of this paragraph shall be deducted from the final full-year award otherwise payable. In addition, the Committee may, in its sole discretion, decrease, but not increase, the amount of any award payable under the Plan.
Notwithstanding the foregoing, no executive officer may receive, with respect to any calendar year, payments under the Plan aggregating more than two times such executive officer's base annual salary as in effect on the first day of such calendar year.
Article 5. Payouts
All awards shall be paid in cash.
Article 6. Termination
In the event an executive officer's employment is terminated by reason of death, disability or retirement or by the Company without cause, he shall receive a prorated payment, which shall be determined by the Committee, in its sole discretion, based upon the length of time he was included in the Plan during the calendar quarter and year then in progress. In the event the executive officer's employment is terminated for any other reason, all his rights to an award for the year then in progress shall be forfeited.
Article 7. Amendment
The Plan may be amended, modified or terminated by the Board of Directors of the Company, subject to the approval of the stockholders of the Company if required for compliance with Section 162(m) of the Internal Revenue Code of 1986, as amended.
Article 8. Withholding
The Company shall have the power and the right to deduct or withhold, or require the executive officer to remit to the Company, an amount sufficient to satisfy Federal, state and local taxes (including the executive officer's FICA obligations) required by law to be withheld with respect to any taxable event arising as a result of the Plan.
Article 9. Beneficiaries
The Committee shall establish such procedures as it deems appropriate for the executive officer to designate a beneficiary or beneficiaries to whom any amounts payable in the event of the executive officer's death are to be paid.
Article 10. Miscellaneous
The headings contained in the Plan are for reference purposes only and shall not affect the meaning or interpretation of the Plan.
If any provision of the Plan shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not effect any provision hereby, and the Plan shall be construed as if such invalid or unenforceable provision were omitted.
The Plan shall inure to the benefit of and be binding upon each successor and assign of the Company. All obligations imposed upon the executive officers, and all rights granted to the Company hereunder, shall be binding upon the executive officer's heirs, legal representatives and successors.
The Plan and all awards made and actions taken hereunder shall be governed by and construed in accordance with the laws of the State of Illinois (other than its law respecting choice of law).
First Oak Brook Bancshares, Inc. Annual Report 1996
First Oak Brook Bancshares, Inc., in Brief
First Oak Brook Bancshares, Inc. is the 11th largest, independent publicly-held bank holding company headquartered in Illinois. Organized in 1983 and publicly- traded since 1985, its primary business is the ownership and control of Oak Brook Bank, an Illinois-chartered commercial bank. The Company employs 284 full- time equivalent employees.
Oak Brook Bank offers full-service banking, trust and investment management and related financial services through a network of nine offices in suburban Chicagoland.
Our Markets
The Company is headquartered and its largest banking office is located in Oak Brook, Illinois, twenty miles west of downtown Chicago. Eight of its offices are located in the western suburbs of Chicago, seven of which are in DuPage County. DuPage, the second largest county in Illinois, has a population of approximately 853,000 and enjoys the highest median household income in the state. Its other office is located on Chicago's affluent North Shore. In addition, the Company markets its products and services through local advertising and, in the case of its credit card programs, also through national advertising and promotional activities.
1 Financial Highlights
2 Letter to Shareholders
6 Financial Review
19 Report of Independent Auditors
20 Consolidated Financial Statements
24 Notes to Consolidated Financial Statements
34 Corporate and Shareholder Information
Financial Highlights First Oak Brook Bancshares, Inc. and Subsidiary
(Dollars in thousands except per share amounts) 1996 1995 1994 - ---------------------------------------------------------------------------------- Earnings Net income...................................... $ 7,107 $ 6,692 $ 6,194 Per Share Net income...................................... $ 2.06 $ 1.95 $ 1.81 Book value at year-end.......................... 17.26 15.64 13.17 Market price at year-end........................ 23.25 20.63 17.25 Cash dividends paid Class A common................................ .380 .315 .276 Common........................................ .315 .263 .222 Year-End Balances Total assets.................................... $768,655 $678,102 $634,705 Loans, net of unearned discount................. 420,164 362,728 309,681 Demand deposits................................. 147,497 128,236 109,237 Total deposits.................................. 648,303 555,086 513,623 Shareholders' equity............................ 59,553 53,762 42,909 Asset Quality Nonperforming loans to total loans.............. .49% .03% .21% Allowance for loan losses to total loans........ .98% 1.08% 1.25% - ---------------------------------------------------------------------------------- |
Letter to Shareholders
You might say 1996 was a triumph of determination over destiny. At times we felt like a victim of the robust economy. On the one hand, our bank had to compete with the raging stock market for depositors' dollars; on the other, we had to fight toe to toe with all sorts of lenders to put those deposits to work.
Nevertheless, we did quite well in 1996, thanks to the strenuous efforts of our entire staff, and profits rose for the fifth consecutive year. We earned $7.1 million, or $2.06 a share, up 6%, in spite of the squeeze on our margins. We ended the year with $769 million in assets (up from $678 million) and $59.6 million in equity (up from $53.8 million) - both record highs.
With our solid earnings and strong capital, we were able prudently to raise our dividends twice in 1996, once in July and again in October. The dividends on our NASDAQ-listed Class A Common stock, when annualized, are currently paid at the rate of $0.52 per share, up from $0.36 a year ago. Our Class A Common dividends have increased at a compounded rate of 20% over the last five-year period.
Our stock price also gained nicely. Our Class A Common stock value rose 13% from year to year. For six consecutive years, the Company has achieved double- digit stock price increases.
On the deposit gathering side, our biggest triumph was Commercial Banking, where the high quality of our cash-management technology and sales and support personnel led to a jump in checking deposits and a boost in related fee income.
On the loan side, we had several winners. One was auto loans generated through car dealers. By building stronger relationships with dealerships, paying close attention to pricing, turning around loans fast, and applying consistent buying policies, our volume grew to $57.8 million at
Another winner was in Home Lending. Our home equity loan portfolio grew because of lower rates on larger lines. And our first mortgage portfolio and mortgage origination fees were up thanks to good prices. And, both kinds of loans had the benefit of catchy advertising. For example, if you listen to radio in Chicago, you may have noticed how much time your President has been spending in the vault lately, visiting the money, thinking he'd like to put more of it in the hands of people who need home loans.
Commercial Real Estate had another banner year resulting from a decade of intense effort to build our reputation as a consistent, conservative lender for home builders, developers and other commercial, industrial and multi-family property owners.
Moreover, our Trust and Investment business continued to expand rapidly. At year-end, our Trust Department held investment discretion over $91 million in assets, up from $68 million a year earlier. Much of this growth stems from successful investment strategies, including an affordable mutual fund asset allocation program. This coming year promises strong revenue increases - from business opened last year and from new business being developed by our first full-time marketing officer.
In addition to great opportunities, we encountered some daunting challenges. In the Trust Department, for instance, the challenge is to convert our asset growth into meaningful profits, as labor and technology costs rise with demand for more service and ever improving results. We are now focusing on greater efficiency and profitability.
In Commercial Lending, while loans grew a bit, the output didn't
In our Credit Card Department - still a high-return business - the challenge is two-fold: First, losses, although still well below those of our peers, crept up in 1996. Second, growth in the credit card business is harder to come by. Our portfolio consists of many affluent consumers, initially attracted to our low-rate, no-fee or low-fee offers. Today, rebate cards and low teaser rates have lured some of them away. The question confronting us is how to position ourselves in this competitive market.
No greater challenge, and no greater opportunity for positive change,
exists today than in our Retail Banking Department. While we are pleased to
serve thousands of deposit-generating consumers, we are humbled by the thought
of a few of our competitors, each with hundreds of thousands. We're not big
enough to profit just by having lots of customers, so, we must grow through
deeper relationships with the top tiers of our retail customers and by serving
all customers with greater efficiency. What we refer to as "self-service
banking" is the key to gaining these efficiencies. We already share a
convenient, wide-area ATM network; operate an automated voice response unit
providing our customers with current account data; and maintain an Internet
site. In 1996, we installed our E-Z Teller system to increase the speed and
accuracy of live transactions, and we opened - very successfully - our 7-day-a-
week Loan-by-Phone center. In 1997, we'll be taking two further steps to improve
our retail distribution system: First, we'll be introducing on-line banking
through the Internet, the one bank-by-computer system which eliminates the need
to load special
At the same time, we retain a long-standing commitment to serving customers face-to-face in our branches. In fact, we're so optimistic about the future of well-located "brick and mortar" bank offices that we will open in late Fall a new one in the Stonebridge community of Aurora, west of Fox Valley Mall. We are also actively looking at additional sites targeted at providing convenient banking to businesses and consumers in the affluent western suburbs of Chicago. And to maximize the value of our branches, we will be focusing branch marketing on sizeable, nearby commercial businesses.
Separately, we'd like to congratulate Bill Daley, previously Vice-Chairman of Oak Brook Bank, on his recent appointment as U.S. Secretary of Commerce. We know he'll provide the same leadership and wisdom to the country as he did to our bank.
With increased shareholder value as our primary objective, we're methodically reviewing some of our long-held assumptions and approaches. One change should be of particular interest: we recently announced a stock buy-back program.
We don't expect miracles. But we do expect, through diligence, astuteness and good will, to fortify and expand our solid position in the marketplace little by little. Over time, we intend to emerge bigger, stronger and more profitable than ever.
/s/ Eugene P. Heytow - --------------------- Eugene P. Heytow Chairman of the Board /s/ Richard M. Rieser, Jr. - -------------------------- Richard M. Rieser, Jr. President /s/ Frank M. Paris - ------------------ Frank M. Paris Vice Chairman |
Financial Review First Oak Brook Bancshares, Inc. and Subsidiary
- ------------------------------------------------------------------------------------------------------------------- Earnings Summary and Selected Consolidated Financial Data At and for the Year Ended December 31, ---------------------------------------------------- (Dollars in thousands except per share data) 1996 1995 1994 1993 1992 - ------------------------------------------------------------------------------------------------------------------- Statement of Income Data Net Interest Income...................................... $ 26,834 $ 25,476 $ 24,296 $ 21,315 $ 18,156 Provision for Loan Losses................................ 1,510 1,050 1,200 960 870 Net Interest Income After Provision for Loan Losses.............................. 25,324 24,426 23,096 20,355 17,286 Other Income............................................. 4,725 4,256 4,217 5,195 4,977 Other Expenses........................................... 20,513 19,994 19,292 18,462 16,806 Income Before Provision for Income Taxes................. 9,536 8,688 8,021 7,088 5,457 Provision for Income Taxes............................... 2,429 1,996 1,827 1,555 1,144 Net Income............................................... $ 7,107 $ 6,692 $ 6,194 $ 5,533 $ 4,313 Per Share Data Earnings Per Common Share and Common Equivalent Share................................ $ 2.06 $ 1.95 $ 1.81 $ 1.62 $ 1.27 Cash Dividends Paid Per Share: Class A Common......................................... .380 .315 .276 .236 .220 Common................................................. .315 .263 .222 .192 .180 Book Value Per Common Share and Common Equivalent Share................................ 17.26 15.64 13.17 13.25 11.15 Market Price Per Share................................... 23.25 20.63 17.25 14.33 10.40 Year-End Balance Sheet Data Total Assets............................................. $768,655 $678,102 $634,705 $613,574 $514,913 Loans, Net of Unearned Discount.......................... 420,164 362,728 309,681 278,177 265,538 Allowance for Loan Losses................................ 4,109 3,932 3,859 3,231 2,890 Investment Securities.................................... 265,954 256,192 263,943 223,988 180,108 Demand Deposits.......................................... 147,497 128,236 109,237 113,780 94,222 Total Deposits........................................... 648,303 555,086 513,623 508,173 436,599 Long-term Debt/1/........................................ -- 3,500 6,000 6,000 -- Shareholders' Equity..................................... 59,553 53,762 42,909 44,118 37,764 Financial Ratios Return on Average Assets................................. .97% 1.03% 1.01% .95% .84% Return on Average Equity................................. 12.77 14.00 14.54 13.85 12.00 Net Interest Margin...................................... 4.20 4.54 4.61 4.44 4.33 Net Interest Spread...................................... 3.23 3.57 3.87 3.75 3.47 Dividend Payout Ratio.................................... 18.63 14.63 14.13 16.75 15.63 Capital Ratios Average Equity to Average Total Assets................... 7.59% 7.39% 6.95% 6.89% 6.98% Tier 1 Capital Ratio..................................... 12.66 13.33 13.37 11.88 12.30 Total Capital Ratio...................................... 13.54 14.32 14.46 12.83 13.24 Capital Leverage Ratio................................... 7.69 7.94 7.50 6.56 7.27 Asset Quality Ratios Nonperforming Loans to Total Loans....................... .49% .03% .21% .11% .17% Nonperforming Assets to Total Loans and Other Real Estate Owned................................ .49 .03 .21 .46 .54 Nonperforming Assets to Total Capital.................... 3.49 .19 1.49 2.92 3.80 Allowance for Loan Losses to Total Loans................. .98 1.08 1.25 1.16 1.09 Net Charge-offs to Average Loans......................... .34 .30 .20 .23 .22 Allowance for Loan Losses to Nonperforming Loans......... 1.98x 37.81x 6.05x 10.99x 6.54x - ------------------------------------------------------------------------------------------------------------------- |
/1/The long-term debt consisted of Federal Home Loan Bank advances at the subsidiary bank.
Financial Review First Oak Brook Bancshares, Inc. and Subsidiary
1996 1995 1994 Net income.......... $7,107,000 $6,692,000 $6,194,000 Earnings per share.. $ 2.06 $ 1.95 $ 1.81 |
1996 versus 1995
The 1996 results compared to 1995 include the following significant pre-tax
components:
. Net interest income rose $1,358,000 due to a 13% increase in average earning
assets offset by a 7% decrease in the net interest margin.
. Management increased the provision for loan losses by $460,000 considering
loan portfolio growth, higher credit card losses and one nonaccrual loan.
. Other income increased $469,000 due to increased fee income from business
deposit accounts, trust and investment management, mortgages sold in the
secondary market and merchant credit card processing offset by a decrease in
investment securities gains of $113,000.
. Salaries and employee benefits increased $845,000 due to additional staffing,
normal salary increases and higher benefit payments.
. Advertising and business development expenses decreased $189,000 due to a
reduction in advertising offset by increased business development costs.
. FDIC premiums decreased $590,000 as a result of lower
FDIC premiums for "well-capitalized" banks which became effective January 1,
1996.
1995 Versus 1994
The 1995 results compared to 1994 include the following significant pre-tax
components:
. Net interest income rose $1,180,000 due to a 7% increase in average earning
assets offset by a 2% decrease in the net interest margin.
. Based on management's review of the adequacy of the loan loss reserve, the
provision for loan losses was decreased $150,000.
. Included in other income was a decrease in business account analysis fees of
$278,000 offset by an increase in trust and investment management fees of
$148,000 and an increase in investment securities gains of $90,000.
. Salaries and employee benefits increased $752,000 due to upgrading of staff to
enhance customer service and expand business development opportunities, raises,
and increased benefit payments.
. Advertising and business development expenses increased $192,000 primarily for
retail product advertising and increased business development expenses.
. FDIC premiums decreased $501,000 as a result of lower FDIC premiums for "well-
capitalized" banks which became effective June 1, 1995.
. Other operating expenses increased $132,000. Excluding the gain on the sale of
other real estate owned of $328,000 in 1994, the other operating expenses
decreased $196,000, primarily due to reduction in credit card fraud.
Net interest income is the difference between interest earned on loans, investments and other earning assets and interest paid on deposits and other interest-bearing liabilities. Net interest income is the principal source of the Company's revenues.
1996 versus 1995
On a tax-equivalent basis, net interest income for 1996 totaled $28,153,000, an increase of $1,266,000 or 5% over 1995. This increase is attributable to a 13% increase in average earning assets offset by a 7% decrease in the net interest margin to 4.20% in 1996 from 4.54% in 1995. The compression of the net interest margin was a result of the following:
. During 1996, the prime rate averaged 8.27%, while in 1995 the prime rate averaged 8.83%. Annual yields on earning assets for 1996 reflect this decrease, declining 35 basis points in comparison with 1995. Lower rates paid on interest bearing liabilities were offset by a $69 million increase in the average balance of time deposits. The net effect of the rate decreases and the change in deposit mix was a decline of only one basis point in the rate on interest bearing liabilities.
. Retail consumers continued to show a strong preference for longer-term, higher yielding CDs over shorter-term, lower yielding savings and money market accounts. The 1996 average balance for time deposits increased $69 million compared to 1995 while the 1996 average balance for savings and money market accounts declined $11 million compared to 1995. Competitive pressure for consumer dollars from financial institutions and high returns in the equity markets kept CD rates relatively high.
. Further compression of the net interest margin in 1996 was offset by the 21% growth in average loans. The $67 million increase in average loans was primarily in real estate (commercial and residential) and indirect auto loans. Credit card growth was constrained as a result of vigorous competition.
1995 versus 1994
On a tax-equivalent basis, net interest income for 1995 totaled $26,887,000, an increase of $1,323,000 or 5% over 1994. This increase is attributable to a 7% increase in average earning assets offset by a 2% decrease in the net interest margin to 4.54% in 1995 from 4.61% in 1994. The compression of the net interest margin was a result of the following:
. During 1994 the prime rate was adjusted upwards from 6.00% to 8.50%, while in 1995 after a 50 basis point increase
Financial Review First Oak Brook Bancshares, Inc. and Subsidiary
. The cost of interest bearing deposits increased in excess of 100 basis points from 1994 to 1995. Retail consumers showed continued strong preference for higher yielding CDs over shorter-term, lower yielding savings and money market accounts-in essence, locking in higher yields. The 1995 average balance for savings and money market accounts declined $33 million compared to 1994, while the 1995 average balance for time deposits increased $53 million compared to 1994. Competitive pressure among Chicago area banks kept CD rates relatively high in comparison to U.S. Treasury yields.
. During 1995 long term rates fell more rapidly than short term rates resulting in a "flattening of the yield curve." The Company's subsidiary bank borrows money in the form of deposits on the short end of the yield curve and invests some of these funds on the intermediate to long end of the yield curve. With the flattening of the yield curve, the spread between short and long term rates has compressed which negatively impacted the Company's net interest margin.
. Further compression of the net interest margin in 1995 was offset by the 14% growth in average loans. The $41 million increase in average loans was primarily in real estate (commercial and residential) and indirect auto loans. Credit card growth was constrained as a result of vigorous competition.
The following table presents the average interest rate on each major category of interest-earning assets and interest-bearing liabilities for 1996, 1995 and 1994.
1996 1995 1994 ----------------------------- ----------------------------- --------------------------- Average Balances and Effective Interest Interest Interest Interest Rates Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/ (Dollars in thousands) Balance Expense Rates Balance Expense Rates Balance Expense Rates - ------------------------------------------------------------------------------------------------------------------------------------ Assets Earning assets: Federal funds sold................... $ 17,679 $ 943 5.33% $ 17,375 $ 1,024 5.89% $ 24,567 $ 963 3.92% Interest-bearing deposits with banks. 250 13 5.20 128 8 6.25 173 7 4.05 Taxable securities................... 208,546 12,551 6.02 195,080 11,869 6.08 197,025 11,188 5.68 Tax exempt securities/1/............. 51,101 3,956 7.74 54,907 4,355 7.93 49,007 3,890 7.94 Loans, net of unearned discount/1,2/. 392,572 36,328 9.25 325,228 32,427 9.97 284,286 26,308 9.25 ------------------------- -------------------------- -------------------------- Total earning assets/interest income.. $670,148 $53,791 8.03% $592,718 $ 49,683 8.38% $555,058 $42,356 7.63% ------- ---- -------- ---- ------- ---- Cash and due from banks............... 41,738 31,868 34,102 Other assets.......................... 25,013 26,389 27,268 Allowance for loan losses............. (4,139) (4,045) (3,638) -------- -------- -------- $732,760 $646,930 $612,790 ======== ======== ======== Liabilities and Shareholders' Equity Interest-bearing liabilities: Savings and NOW accounts............. $186,195 $ 6,852 3.68% $199,523 $ 7,785 3.90% $226,513 $ 7,744 3.42% Money market accounts................ 29,865 900 3.01 27,205 835 3.07 32,984 802 2.43 Time deposits........................ 256,520 14,786 5.76 187,281 10,989 5.87 133,999 6,156 4.59 Short-term debt...................... 60,753 3,058 5.03 56,245 2,993 5.32 46,612 1,814 3.89 Long-term debt....................... 870 42 4.83 4,103 194 4.73 6,000 276 4.60 ------------------------- -------------------------- -------------------------- Total interest-bearing liabilities/ interest expense..................... $534,203 $25,638 4.80% $474,357 $ 22,796 4.81% $446,108 $16,792 3.76% ------- ---- -------- ---- ------- ---- Demand deposits....................... 136,866 119,812 119,978 Other liabilities..................... 6,052 4,967 4,098 -------- -------- -------- Total liabilities..................... $677,121 $599,136 $570,184 Shareholders' equity.................. 55,639 47,794 42,606 -------- -------- -------- $732,760 $646,930 $612,790 ======== ======== ======== Net interest income/net interest margin/3/............................ $28,153 4.20% $ 26,887 4.54% $ 25,564 4.61% Net interest spread/4/................ 3.23% 3.57% 3.87% - ---------------------------------------------------------------------------------------------------------------------------------- |
/1/ Tax equivalent basis. Interest income and average yield on tax exempt loans and investment securities include the effects of tax equivalent adjustments using a tax rate of 34%.
/2/ Includes nonaccrual loans.
/3/ Total interest income, tax equivalent basis, less total interest expense, divided by average earning assets.
/4/ Total yield on average earning assets, less total rate paid on average interest-bearing liabilities.
Financial Review First Oak Brook Bancshares, Inc. and Subsidiary
The following table presents a summary analysis of changes in interest income and interest expense for 1996 as compared to 1995 and 1995 as compared to 1994. Interest income rose in 1996 due to the higher volume of loans offset by lower yields on earning assets. Interest expense rose in 1996 due to the volume of higher cost time deposits offset by lower rates paid on interest bearing liabilities. The increase in net interest income in 1995 was due to the increased volume of loans and higher yields on earning assets, offset by higher rates paid on liabilities.
Analysis of Net Interest Income Changes 1996 Over 1995 1995 Over 1994 -------------------------------- ----------------------------------- (Dollars in thousands) Change due to: Volume/1/ Rate/1/ Total Volume/1/ Rate/1/ Total - ----------------------------------------------------------------------------------------------------------------------------------- Increase (decrease) in interest income: Federal funds sold.......................... $ 18 $ (99) $ (81) $ (334) $ 395 $ 61 Interest-bearing deposits with banks........ 6 (1) 5 (2) 3 1 Taxable securities.......................... 811 (129) 682 (111) 792 681 Tax exempt securities/2/.................... (297) (102) (399) 468 (3) 465 Loans, net of unearned discount/2,3/........ 6,373 (2,472) 3,901 3,980 2,139 6,119 ------------------------------- ----------------------------------- Total interest income....................... $6,911 $(2,803) $ 4,108 $4,001 $3,326 $7,327 ------------------------------- ------------------------------------ Increase (decrease) in interest expense: Savings & NOW accounts...................... $ (504) $ (429) $ (933) $ (983) $1,024 $ 41 Money market accounts....................... 80 (15) 65 (156) 189 33 Time deposits............................... 3,994 (197) 3,797 2,848 1,985 4,833 Short-term debt............................. 232 (167) 65 425 754 1,179 Long-term debt.............................. (156) 4 (152) (89) 7 (82) ------------------------------- ----------------------------------- Total interest expense...................... $3,646 $ (804) $ 2,842 $2,045 $3,959 $6,004 ------------------------------- ----------------------------------- Increase (decrease) in net interest income.. $3,265 $(1,999) $1,266 $1,956 $ (633) $1,323 =============================== ==================================== - ------------------------------------------------------------------------------------------------------------------------------------ |
Allowance and Provision for Loan Losses
Loans which are determined to be uncollectible are charged against the allowance and recoveries of loans that were previously charged off are credited to the allowance.
The Company's charge-off policy varies with respect to the category of and specific circumstances surrounding each loan under consideration. The Company's policy with respect to credit card and consumer installment loans is to charge- off all such loans when they are deemed to be uncollectible or when 180 days past due, whichever comes first. With respect to commercial, real estate and other loans, charge-offs are made on the basis of management's ongoing evaluation of collectibility. In addition, any loans which are classified as "loss" in regulatory examinations are charged off.
Financial Review First Oak Brook Bancshares, Inc. and Subsidiary
Summary of Loan Loss Experience (Dollars in thousands) 1996 1995 1994 1993 1992 - ----------------------------------------------------------------------------------------------------------------- Average loans for the period, net of unearned discount and allowance for loan losses............................. $388,433 $321,183 $280,648 $266,352 $226,265 ---------------------------------------------------- Allowance for loan losses, beginning of period............. $ 3,932 $ 3,859 $ 3,231 $ 2,890 $ 2,514 Charge-offs for period: Real estate mortgage and home equity loans................ - - - - (54) Commercial loans.......................................... - - (25) (125) (105) Credit card and consumer installment loans................ (1,511) (1,112) (710) (619) (524) ---------------------------------------------------- Total charge-offs....................................... (1,511) (1,112) (735) (744) (683) Recoveries for period: ---------------------------------------------------- Real estate mortgage and home equity loans................ - - 35 6 6 Commercial loans.......................................... 33 41 52 16 115 Credit card and consumer installment loans................ 145 94 76 103 68 ---------------------------------------------------- Total recoveries........................................ 178 135 163 125 189 ---------------------------------------------------- Net charge-offs for the period............................. (1,333) (977) (572) (619) (494) Provision for loan losses.................................. 1,510 1,050 1,200 960 870 ---------------------------------------------------- Allowance for loan losses, end of period................... $ 4,109 $ 3,932 $ 3,859 $ 3,231 $ 2,890 ==================================================== Ratio of net charge-offs to average loans outstanding...... .34% .30% .20% .23% .22% Allowance for loan losses as a percent of loans outstanding, net of unearned discount at end of period.... .98% 1.08% 1.25% 1.16% 1.09% Ratio of allowance for loan losses to nonperforming loans.. 1.98 37.81x 6.05x 10.99x 6.54x ---------------------------------------------------- |
Management increased the provision for loan losses by $460,000 in 1996 over 1995 considering loan portfolio growth of $57 million, higher credit card charge-offs and one nonaccrual loan.
Analysis of Net Credit Card Charge-offs (Dollars in thousands) 1996 1995 1994 - ------------------------------------------------------------------- Net charge-offs $1,358 $1,015 $ 639 Percent of average credit card outstandings 2.38% 1.78% 1.13% Industry average/1/ 4.77% 3.89% 3.36% |
Current economic trends of higher consumer debt and a rise in consumer bankruptcies contributed to the increase in losses for both the Company and the industry. As noted in the table above, the Company's charge-off ratio is well below that of the industry. The Company also has a small portfolio ($2 million in outstandings) of college student credit cards which experienced net losses of $255,000 in 1996 as compared to $26,000 in 1995. The Company has discontinued offering this product at college campuses.
Over the past five years, the Company has experienced high asset quality. Fluctuations in asset quality ratios are due to one nonaccrual loan in 1996 and one parcel of other real estate owned in 1993 and 1992. See nonperforming assets discussion for further information.
The Company's allowance for loan losses as a percent of loans outstanding was .98% at December 31, 1996 as compared to 1.08% in 1995 and 1.25% in 1994. Management believes the allowance for loan losses is at a prudent level.
The provision for loan losses is sufficient to provide for current loan losses and maintain the allowance at an adequate level commensurate with management's evaluation of the risks inherent in the loan portfolio. In order to identify potential risks in the loan portfolio of the Company's bank subsidiary and determine the necessary provision for loan losses, detailed information is obtained from the following sources:
. Regular reports prepared by the bank's management which contain information on the overall characteristics of the loan portfolio, including delinquencies and nonaccruals, and specific analysis of loans requiring special attention (i.e. "watch lists");
. Examinations of the loan portfolio of the subsidiary bank by Federal and State regulatory agencies; and
. Reviews by the Company's independent auditors and internal credit and audit staffs.
Management of the subsidiary bank prepares a detailed analysis, at least quarterly, reviewing the adequacy of its allowance and, when appropriate, recommending an increase or decrease in its provision for loan losses. This analysis is divided into two parts-one for allocated and the other for unallocated reserves. The allocated segment involves primarily an estimated
Financial Review First Oak Brook Bancshares, Inc. and Subsidiary
The following table presents the allocation of the allowance for loan losses for each of the last five years.
Allocation of Allowance for Loan Losses December 31, -------------------------------------------------- (Dollars in thousands) 1996 1995 1994 1993 1992 - ---------------------------------------------------------------------------------------------------------------- Analysis of allowance for loan losses: Real estate--land acquisition and construction loans.. $ 400 $ 126 $ 144 $ -- $ -- Real estate mortgage and home equity loans............ 12 7 11 31 37 Commercial loans...................................... -- -- 30 118 119 Credit card loans..................................... 324 208 88 169 164 Consumer installment loans............................ 28 72 26 24 41 Unallocated........................................... 3,345 3,519 3,560 2,889 2,529 -------------------------------------------------- Total allowance..................................... $4,109 $3,932 $3,859 $3,231 $2,890 ================================================== Percentage of loans to gross loans: Real estate--land acquisition and construction loans.. 8.5% 7.9% 4.8% 4.3% 4.3% Real estate mortgage and home equity loans............ 50.5 50.6 53.3 57.3 64.8 Commercial loans...................................... 9.7 10.5 10.7 10.4 10.5 Credit card loans..................................... 13.8 16.1 19.3 20.1 16.5 Consumer installment loans............................ 17.5 14.9 11.9 7.9 3.9 -------------------------------------------------- 100.0% 100.0% 100.0% 100.0% 100.0% ================================================== |
The Company discontinues the accrual of interest on loans, excluding credit card loans, when the continuity of the contractual principal or interest is deemed doubtful by management or when 90 days past due or more and the loan is not well secured or in the process of collection. Interest income is recorded on these loans only as it is collected. Interest payments on nonaccrual loans which contain unusual risk features or marginal collateral values may be applied directly to loan principal for accounting purposes. Renegotiated loans are loans on which interest is being accrued at less than the original contractual or existing market rate of interest because of the inability of the borrower to service the obligation under the original terms of the agreement. There are no renegotiated loans.
The following table highlights the Company's nonperforming assets.
Nonperforming Assets December 31, -------------------------------------------------- (Dollars in thousands) 1996 1995 1994 1993 1992 - --------------------------------------------------------------------------------------------------------------- Nonaccruing...................................... $1,730 $ -- $ 70 $ 36 $ 280 Loans which are past due 90 days or more......... 349 104 568 258 162 -------------------------------------------------- Total nonperforming loans...................... 2,079 104 638 294 442 Other real estate owned.......................... -- -- -- 994 994 -------------------------------------------------- Total nonperforming assets..................... $2,079 $104 $ 638 $1,288 $1,436 -------------------------------------------------- Nonperforming loans to total loans outstanding... .49% .03% .21% .11% .17% Nonperforming assets to total loans outstanding and other real estate owned.................... .49% .03% .21% .46% .54% Nonperforming assets to total assets............. .27% .02% .10% .21% .28% Nonperforming assets to total capital............ 3.49% .19% 1.49% 2.92% 3.80% -------------------------------------------------- |
The Company's ratio of nonperforming assets to total loans outstanding and other real estate owned of .49% was below the industry peer group ratio of .87%/1/.
Financial Review First Oak Brook Bancshares, Inc. and Subsidiary
The Company also holds, in other assets, surplus property which was formerly used as its subsidiary bank's drive-up facility. The property was leased in May, 1992 for $64,000 net per year for five years to McDonald's Corporation. In February, 1997, the subsidiary bank exercised its option requiring the lessee to purchase the property. This transaction resulted in a pre-tax book gain of $517,000.
Summary of Other Income
The following table summarizes significant components of other income and percentage changes from year to year:
% Change -------------------- (Dollars in thousands) 1996 1995 1994 '96--'95 '95--'94 - ------------------------------------------------------------------------------------- Service charges....................... $2,459 $2,333 $2,611 5 % (11)% Trust and investment management fees.. 653 592 444 10 % 33 Other operating income................ 1,599 1,204 1,125 33 % 7 Investment securities gains........... 14 127 37 (89)% 243 --------------------------------------------- Total................................ $4,725 $4,256 $4,217 11 % 1% ============================================= |
1996 Versus 1995
Service charges on deposit accounts increased $126,000, or 5%, primarily due to an increase in business account analysis fees.
Trust department income increased $61,000, or 10%, primarily due to an increase in assets under investment management and other new trust business. Discretionary assets under investment management by the Trust department grew over $23 million, from $68 million at December 31, 1995 to $91 million at December 31, 1996. Earnings from this growth will be fully reflected in 1997 as these accounts were primarily being billed annually in arrears in 1996.
The increase in other operating income of $395,000, or 33%, was principally attributable to increased merchant credit card processing fees and fees on mortgages originated and sold in the secondary market.
Investment securities gains decreased $113,000 from the $127,000 of securities gains recognized in 1995 when the Company restructured its held-to- maturity and available-for-sale portfolios. The portfolios were restructured in 1995 to more closely mirror each other in both security composition and maturity distribution. The 1995 securities gains were from the sale of longer maturity securities in the available-for-sale portfolio.
1995 Versus 1994
Service charges on deposit accounts decreased $278,000 primarily due to a decrease in business account analysis fees. With the increase in the earnings credit, commercial customers chose to maintain account balances to offset service charges. This was partially offset by service charges on personal accounts which increased $63,000.
Trust department income increased $148,000, or 33%, primarily due to an increase in assets under investment management and other new trust business. The discretionary assets under investment management by the Trust department grew nearly $20 million from $48 million at December 31, 1994 to $68 million at December 31, 1995.
The increase in other operating income of $79,000, or 7%, was principally attributable to increased fee income from the sale, through a third party, of mutual funds and annuities offset by a decrease in gains on mortgages sold. The Investment Center, a new business initiative selling mutual funds and annuities through a third party, was launched late 1994 and contributed additional fee income in 1995. The decrease in fee income from gains on mortgages sold was due to retaining a greater portion of mortgage originations for the Company's loan portfolio during 1995 compared to 1994.
Investment securities gains increased $90,000 due to the Company's restructuring of the held-to-maturity and available-for-sale portfolios.
Financial Review First Oak Brook Bancshares, Inc. and Subsidiary
The following table summarizes significant components of other expenses and percentage changes from year to year:
% Change ------------------- (Dollars in thousands) 1996 1995 1994 '96--'95 '95--'94 - ----------------------------------------------------------------------------------------- Salaries and employee benefits........ $11,766 $10,921 $10,169 8% 7% Occupancy expense..................... 1,430 1,315 1,306 9 1 Equipment expense..................... 1,737 1,702 1,664 2 2 Data processing fees.................. 1,625 1,473 1,314 10 12 Professional fees..................... 329 259 290 27 (11) Postage, stationery and supplies...... 752 815 863 (8) (6) Advertising and business development.. 1,205 1,394 1,202 (14) 16 FDIC premiums......................... 2 592 1,093 (99) (46) Other operating expenses.............. 1,667 1,523 1,391 9 9 ------------------------------------------------- Total................................ $20,513 $19,994 $19,292 3% 4% ================================================= |
1996 Versus 1995
Other expenses rose $519,000 in 1996 over 1995. Salaries and employee benefits rose $845,000 or 8%. The increase is due to additional staffing, normal salary increases and higher benefit payments.
Occupancy expense increased $115,000, or 9%, over 1995 due to increased real estate taxes and lower rental income. In August, 1996, the Company took over approximately 2,000 square feet of space in its Oak Brook headquarters formerly rented by a third party.
Data processing increased $152,000, primarily due to increased deposit volume, higher credit card processing fees, trust processing fees and miscellaneous processing fees for compliance and student loans.
Advertising and business development expenses decreased $189,000 due to a reduction in advertising offset by increased business development costs.
FDIC premiums decreased $590,000 due to lower quarterly assessments. The FDIC premium was decreased to $500 per quarter for "well-capitalized" banks in 1996. Based on current legislation and current deposit levels, premiums are estimated to be approximately $80,000 for 1997.
1995 Versus 1994
Other expenses rose $702,000 in 1995 over 1994. Salaries and employee benefits rose $752,000 or 7%. The increase is due to upgrading of staff, normal salary increases and higher benefit payments. The Company invested in these positions to enhance customer service and expand business development opportunities.
Data processing increased $159,000, primarily due to higher credit card processing fees and messenger service. The increase in credit card processing is due to system enhancements and price increases. Messenger service, an internal function in 1994, was outsourced in the first quarter of 1995. While messenger service increased data processing fees in 1995, there are offsetting cost savings included in salaries and employee benefits for 1995.
Advertising and business development expenses increased $192,000, primarily due to the advertising of retail products and increased business development expenses.
FDIC premiums decreased $501,000 due to lower assessments. The FDIC premium was lowered, effective June 1, 1995, for banks categorized as "well-capitalized" from $.23 per $100 deposit to $.04 per $100 deposit.
Other operating expenses increased $132,000. Excluding the gain on the sale of other real estate owned of $328,000 in 1994, the other operating expenses decreased $196,000 in 1995. This decrease in 1995 was primarily due to a reduction in credit card fraud.
Income taxes for 1996 totaled $2,429,000 as compared to $1,996,000 for 1995 and $1,827,000 in 1994. When measured as a percentage of income before income taxes, the Company's effective tax rate was 25% for 1996 compared to 23% in 1995 and 1994. The increase in the provision for income taxes in 1996 and 1995 is due to higher pre-tax earnings. The increase in the effective tax rate in 1996 and 1995 was due to a decrease in tax exempt income as a percentage of pre-tax income.
Financial Review First Oak Brook Bancshares, Inc. and Subsidiary
Liquidity and Interest Rate Sensitivity
Effective management of balance sheet liquidity is necessary to fund growth in earning assets and to pay liability maturities, depositors' withdrawal requirements and shareholders' dividends.
The Company has numerous sources of liquidity including a significant portfolio of shorter term assets, readily marketable investment securities, a growing deposit base, and access to borrowing arrangements.
Available borrowing arrangements are summarized as follows:
Subsidiary Bank:
. Informal Federal funds lines aggregating $98 million with seven correspondent banks.
. Reverse repurchase agreement lines totaling $150 million with two brokerage firms and three correspondent banks.
. Advances up to $18.5 million from the Federal Home Loan Bank of Chicago. Oak Brook Bank currently has no outstanding advances with the Federal Home Loan Bank.
Parent Company:
. Revolving credit arrangement for $5 million. The line is currently unused and matures on May 1, 1997. It is anticipated to be renewed annually.
. The parent company also had cash, short-term investments and other readily marketable securities totaling $8.6 million at December 31, 1996. As of February 15, 1997, these balances totaled $3.5 million. The decrease in cash equivalents was due to a $2 million contribution of capital to its bank subsidiary, a $2.5 million purchase of treasury stock and payment of accrued expenses.
Interest rate risk arises when the maturity or repricing of assets differs significantly from the maturity or repricing of liabilities.
The following table details the Company's interest rate sensitive position at December 31, 1996.
Interest Rate Sensitive Position 1-90 91-180 181-365 Over 1 (Dollars in thousands) days days days year Total - ---------------------------------------------------------------------------------------------------------------------------------- Rate sensitive assets: Federal funds sold....................................................... $ 22,150 $ -- $ -- $ -- $ 22,150 Interest-bearing deposits with banks..................................... 289 -- -- -- 289 Taxable securities....................................................... 22,167 12,532 18,796 159,975 213,470 Tax-exempt securities.................................................... 2,586 -- 3,931 45,967 52,484 Loans, net of unearned discount.......................................... 198,635 23,981 49,932 147,616 420,164 ------------------------------------------------------- Total................................................................... $245,827 $ 36,513 $ 72,659 $353,558 $708,557 ------------------------------------------------------- Cumulative total........................................................ $245,827 $282,340 $354,999 $708,557 ------------------------------------------------------- Rate sensitive liabilities: Savings and NOW accounts/1/.............................................. $108,719 $ 1,872 $ 4,680 $ 64,812 $180,083 Money market accounts.................................................... 32,027 -- -- -- 32,027 Time deposits............................................................ 111,128 58,862 58,002 60,704 288,696 Short-term debt.......................................................... 49,353 31 5,803 -- 55,187 ------------------------------------------------------- Total................................................................... $301,227 $ 60,765 $ 68,485 $125,516 $555,993 ------------------------------------------------------- Cumulative total........................................................ $301,227 $361,992 $430,477 $555,993 ------------------------------------------------------- Cumulative gap............................................................ $(55,400) $(79,652) $(75,478) $152,564 ------------------------------------------------------- Cumulative gap to total assets ratio...................................... (7.21)% (10.36)% (9.82)% ------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ |
/1/ The decay assumptions on savings and NOW accounts are based on historical analysis and experience.
The previous table presents a static gap analysis which does not fully capture the true dynamics of interest rate changes including the timing and/or degree of interest rate changes. While most of the asset categories' rates change when certain independent indices (such as the prime rate) change, the liability categories are repriced at the Company's discretion. The Company utilizes a simulation model to analyze its interest rate risk. The analysis incorporates changes in net interest income and duration of shareholders' equity under various interest rate scenarios including a 200 basis point immediate change in rates. Management recognizes differences between rate changes beyond its control and rate changes within its control and incorporates other factors such as balance sheet growth to better measure interest rate risk.
The Company conducts its analysis on a regular basis and has established guidelines to control and limit risk. In management's opinion, the Company's interest rate risk position is within an acceptable range in light of current economic conditions.
Financial Review First Oak Brook Bancshares, Inc. and Subsidiary
1996
In 1996, the Company's investment portfolio increased slightly to $266 million.
This increase of approximately 4% substantially lagged overall asset growth as
the Company focused on growing its higher yielding loan portfolio. The Company
continued its strategy to shelter current and future income from state taxation
by primarily investing in U.S. Treasury and state income tax exempt U.S.
Government Agency securities and to improve the portfolio's overall yield by
increasing investment in U.S. Government Agency Notes and Bonds.
U.S. Treasury Securities: The Company reduced by $14 million its holdings of U.S. Treasuries. This reduction was accomplished through the substitution of liquid, intermediate maturity U.S. Government Agency Notes and Bonds, for maturing Treasury holdings, to capture attractive relative returns without an overall increase in portfolio credit risk. As a result of this substitution process, the average maturity of the U.S. Treasury portfolio was reduced to 1.9 years in 1996 from 2.3 years in 1995.
U.S. Government Agency Notes, Bonds, and Mortgage Backed Securities: The U.S. Government Agency securities (including U.S. Government Agency Mortgage Backed securities) portfolio rose $24 million in 1996. This growth resulted from a combination of $10 million in new funds added to the portfolio and the substitution of $14 million of higher yielding U.S. Government Agency Notes and Bonds for maturing U.S. Treasury securities. For the second consecutive year, U.S. Government Agency Mortgage Backed Security holdings declined due to expected prepayments with the proceeds being reinvested in intermediate maturity U.S. Government Agency Notes and Bonds. Yield premiums over comparable maturity U.S. Treasury securities continued to shrink in 1996 on U.S. Government Agency Mortgage Backed Securities making new investments in these securities less attractive. To minimize the Company's state tax liability, the majority of U.S. Government Agency securities purchased were exempt from state income taxes. Overall, the average maturity of this sector of the portfolio was reduced in 1996 to 2.8 years from 3.1 years in 1995.
Municipal Securities: The Company's Municipal security holdings remained relatively constant in 1996 at $52 million. Due to their high yields, low credit risk, and pledgability for public deposits, Municipal securities remain attractive as investments. All Municipal securities held are rated "A" or better by one or more of the national rating services or are "non-rated" issues of local communities which, through the bank's own analysis, are deemed to be of satisfactory quality.
Corporate and Other Securities: These securities consist primarily of preferred stocks held by the parent company and Federal Home Loan Bank stock. Because of the 100% risk based capital weighting for corporate debt securities, the Company does not emphasize this security classification.
1995
In 1995, the Company reduced its investment portfolio to $256 million, a decline
of $8 million or 3%. The reductions were made primarily in the U.S. Treasury and
Municipal sectors of the portfolio. Also in 1995, in accordance with the
provisions of the "Special Report-A Guide to Implementation of Statement 115 on
Accounting for Certain Investment in Debt and Equity Securities" issued by the
Financial Accounting Standards Board staff, the Company restructured the held-
to-maturity and available-for-sale portfolios to more closely mirror each other
in both security composition and maturity distribution. As a result of this
restructuring, $33 million of securities were transferred from held-to-maturity
to available-for-sale and $28 million of securities were transferred from
available-for-sale to held-to-maturity.
The following table sets forth the book values of investment securities held on the dates indicated.
Investments by Type (at book value) December 31, ---------------------------- (Dollars in thousands) 1996 1995 1994 - ----------------------------------------------------------------------- U.S. Treasury........................ $ 91,141 $105,167 $129,034 U.S. Government agencies............. 65,278 33,825 5,562 Mortgage-backed agency securities.... 54,247 61,683 68,184 State and municipal.................. 52,484 51,593 55,226 Corporates and other................. 2,804 3,924 5,937 ---------------------------- Total investment portfolio......... $265,954 $256,192 $263,943 ============================ |
At December 31, 1996 there are no investment securities of any one issuer in excess of 10% of shareholders' equity other than securities of the U.S. Government and its agencies.
Financial Review First Oak Brook Bancshares, Inc. and Subsidiary
State U.S. Treasury U.S. Government & Municipal Corporate and Analysis of Investment Portfolio Securities Agencies/1/ Securities Other Securities ------------------- ------------------- ------------------- ------------------- (Dollars in thousands) Amount Yield Amount Yield Amount Yield/2/ Amount Yield - ---------------------------------------------------------------------------------------------------------------------------- Maturities: Within 1 year............... $20,067 6.26% $ 20,763 5.54% $ 6,562 8.93% $ 45 3.25% 1--5 years.................. 71,074 6.07 85,379 6.73 18,660 8.20 25 7.50 5--10 years................. -- -- 10,882 6.30 22,715 8.23 -- -- After 10 years.............. -- -- 2,501 6.73 4,547 8.84 2,734/3/ 7.78 ---------------------------------------------------------------------------------------- $91,141 6.11% $119,525 6.49% $52,484 8.36% $2,804 7.70% ======================================================================================== Average months to maturity.. 23 34 70 12 |
1996
At year-end 1996, loans outstanding, net of unearned discount, increased $57.4 million, or 16%, compared to 1995. Consumer loans, residential real estate and commercial real estate loans led the 1996 loan growth. Commercial and credit card loan growth was constrained as a result of vigorous competition.
Consumer installment loans increased $19.2 million, or 35%, primarily due to increases in indirect automobile loans. Indirect automobile loans increased $19.4 million, or 51%, to $57.8 million in 1996. The Company does not buy subprime auto paper.
Residential real estate loans increased $12.5 million, or 15%, due to increased mortgage originations and retaining the majority of these originations for the Company's loan portfolio.
Real estate construction loans increased $7.1 million, or 25%, due to lending to Chicago area homebuilders. Commercial mortgage loans increased $8 million, or 14%, primarily due to interim financing provided for several multi-family properties.
There are no concentrations of loans exceeding 10% of total loans at December 31, 1996, which are not otherwise disclosed below. The Company has no foreign loans; therefore, no loans to Less Developed Countries (LDCs). The Company has no agricultural loans.
1995
At year-end 1995, loans outstanding, net of unearned discount, increased $53 million, or 17%, compared to 1994. The majority of the 1995 growth was in indirect auto loans, real estate (residential and commercial) and commercial loans. The growth in credit card loans was constrained as a result of vigorous competition.
The following table sets forth the loans by type at the dates indicated:
December 31, Loans by Type --------------------------------------------------- (Dollars in thousands) 1996 1995 1994 1993 1992 - ------------------------------------------------------------------------------------------------ Commercial loans.......................... $ 40,895 $ 38,171 $ 33,351 $ 29,035 $ 27,838 Real estate loans Land acquisition and construction loans.. 35,902 28,770 14,789 12,098 11,404 Commercial mortgage loans................ 63,394 55,437 56,149 44,977 37,377 Residential mortgage loans............... 93,730 81,226 62,557 66,972 84,176 Home equity loans........................ 55,297 47,357 47,192 47,463 50,690 Credit card loans......................... 58,114 58,592 59,984 56,003 43,793 Consumer installment loans................ 73,571 54,420 37,067 21,950 10,616 ---------------------------------------------------- 420,903 363,973 311,089 278,498 265,894 Less: Unearned discount........................ 739 1,245 1,408 321 356 Allowance for loan losses................ 4,109 3,932 3,859 3,231 2,890 ---------------------------------------------------- Loans, net................................ $416,055 $358,796 $305,822 $274,946 $262,648 ==================================================== |
The following table indicates the maturity distribution of selected loans at December 31, 1996:
Maturity Distribution of Selected Loans One One to Over year or five five (Dollars in thousands) less/1/ years years Total - ------------------------------------------------------------------------------------------- Commercial loans..................................... $21,320 $ 13,929 $ 5,646 $ 40,895 Real estate--land acquisition and construction loans. 32,778 3,124 -- 35,902 Commercial and residential mortgage loans............ 12,460 64,774 79,890 157,124 Home equity loans.................................... 7,086 48,211 -- 55,297 ------------------------------------ $73,644 $130,038 $85,536 $289,218 ==================================== |
The following table indicates, for the loans in the Maturity Distribution table, the amounts due after one year which have fixed and variable interest rates at December 31, 1996:
Fixed Variable (Dollars in thousands) Rate Rate Total - ----------------------------------------------------------------------------------- Commercial loans..................................... $ 13,340 $ 6,235 $ 19,575 Real estate--land acquisition and construction loans. -- 3,124 3,124 Commercial and residential mortgage loans............ 101,677 42,987 144,664 Home equity loans................................... 2,256 45,955 48,211 ---------------------------- $117,273 $98,301 $215,574 ============================ |
Average deposits for 1996 increased $75.6 million, or 14%, as compared to 1995, primarily due to a $17 million increase in noninterest-bearing demand deposits, primarily business accounts, and a $69.2 million increase in time deposits, primarily from public fund customers and retail promotions. At December 31, 1996, there are no brokered deposits.
Average deposits for 1995 increased $20.3 million, or 4%. The increase in average deposits is primarily related to a $53.3 million increase in time deposits offset by a $27 million decrease in savings deposits and NOW accounts and a $5.8 million decrease in money market accounts.
Average Deposits and Rate by Type 1996 1995 1994 -------------- -------------- -------------- (Dollars in thousands) Amount Rate Amount Rate Amount Rate - --------------------------------------------------------------------------------------- Noninterest-bearing demand deposits.. $136,866 --% $119,812 --% $119,978 --% Savings deposits and NOW accounts.... 186,195 3.68 199,523 3.90 226,513 3.42 Money market accounts................ 29,865 3.01 27,205 3.07 32,984 2.43 Time deposits........................ 256,520 5.76 187,281 5.87 133,999 4.59 ------------------------------------------------ Total................................ $609,446 3.70% $533,821 3.67% $513,474 2.86% ================================================ |
Financial Review First Oak Brook Bancshares, Inc. and Subsidiary
Maturity Distribution of Time Deposits
(Dollars in thousands) - ---------------------------------- 1997.................... $228,186 1998.................... 28,401 1999.................... 9,784 2000.................... 15,655 2001 and thereafter..... 6,670 -------- Total................... $288,696 ======== |
Short-Term Borrowings
Federal funds purchased, securities sold under agreements to repurchase ("repos") and Treasury, tax and loan (TT&L) demand notes constitute all of the Company's short-term borrowings. These short-term borrowings are not subject to FDIC deposit insurance premiums or reserve requirements. The Company attracts repos primarily from businesses and local governmental units.
Average short-term borrowings increased $4.5 million, or 8%, in 1996 as compared to 1995 and $9.6 million, or 21%, in 1995 as compared to 1994. The 1996 increase in average short-term borrowings was due to an increase in TT&L balances. The 1995 increase in average short-term borrowings was due to an increase in repurchase agreements with governmental units. See "Borrowings" note to the financial statements for additional information.
One of the Company's primary objectives is to maintain strong capital to warrant the confidence of our customers, shareholders and bank regulatory agencies. A strong capital base is needed to take advantage of profitable growth opportunities that arise and to provide assurance to depositors and creditors. Banking is inherently a risk-taking activity requiring a sufficient level of capital to effectively and efficiently manage this business risk. The Company's capital objectives are to:
. maintain sufficient capital to support the risk characteristics of the Company and the Company's subsidiary bank; and
. maintain capital ratios which meet and exceed the "well-capitalized" regulatory capital ratio guidelines for the Company and the Company's subsidiary bank, thereby minimizing regulatory intervention and lowering FDIC assessments.
At December 31, 1996, the Company achieved record shareholders' equity of $59.6 million. The Company's and its subsidiary bank's capital ratios not only exceeded minimum regulatory guidelines but also the FDIC criteria for "well- capitalized" banks. See "Regulatory Capital" note to the financial statements for further discussion.
In 1996, cash dividends paid totaled $1,324,000, a 35% increase from 1995. The Board increased the quarterly cash dividends in July and October based on strong earnings and capital. Annualized, the current dividend on the Class A common and common stock is $.52 per share and $.42 per share, respectively. In 1995, cash dividends paid totaled $979,000, a 12% increase from 1994.
On January 28, 1997, the Company's Board of Directors authorized a stock repurchase program. The program allows the Company to repurchase up to 4%, approximately 135,000 shares, of its Class A or common stock over the next 18 months. Repurchases will be made in the open market or through negotiated transactions from time to time depending on market conditions. The repurchased stock will be held as treasury stock to be used for general corporate purposes. As of February 15, 1997, a total of 108,000 shares of Class A common stock had been repurchased at a cost of $2,532,000.
New Accounting Pronouncement
In June, 1996, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities," which requires an entity to recognize the financial and servicing assets it controls and the liabilities it has incurred and to derecognize financial assets when control has been surrendered in accordance with the criteria provided in the Statement. The Company will apply the new rules prospectively to transactions beginning in the first quarter of 1997. Based on current circumstances, the Company believes the application of the new rules will not have a material impact on the financial statements.
Report of Independent Auditors
Board of Directors and Shareholders
First Oak Brook Bancshares, Inc.
We have audited the accompanying consolidated balance sheets of First Oak Brook Bancshares, Inc. and subsidiary as of December 31, 1996 and 1995, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. 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 financial statements referred to above present fairly, in all material respects, the consolidated financial position of First Oak Brook Bancshares, Inc. and subsidiary at December 31, 1996 and 1995, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP Chicago, Illinois January 17, 1997 |
Consolidated Balance Sheets First Oak Brook Bancshares, Inc. and Subsidiary
December 31, ------------------- (Dollars in thousands) 1996 1995 - ------------------------------------------------------------------------------------------------------------------- Assets Cash and due from banks................................................................. $ 38,816 $ 37,406 Federal funds sold...................................................................... 22,150 -- Interest-bearing deposits with banks.................................................... 289 105 Investment securities: Securities held-to-maturity, at amortized cost (fair value, $132,057 and $130,214 for 1996 and 1995)............................... 130,408 128,020 Securities available-for-sale, at fair value.......................................... 135,546 128,172 Loans, net of unearned discount......................................................... 420,164 362,728 Less--Allowance for loan losses......................................................... (4,109) (3,932) ------------------- Net loans............................................................................. 416,055 358,796 Premises and equipment, net............................................................. 17,470 17,899 Other assets............................................................................ 7,921 7,704 ------------------- Total Assets.............................................................................. $768,655 $678,102 =================== Liabilities and Shareholders' Equity Noninterest-bearing demand deposits..................................................... $147,497 $128,236 Interest-bearing deposits: Savings deposits and NOW accounts..................................................... 180,083 191,963 Money market accounts................................................................. 32,027 26,594 Time deposits Under $100,000...................................................................... 141,291 119,375 $100,000 and over................................................................... 147,405 88,918 ------------------- Total interest-bearing deposits....................................................... 500,806 426,850 ------------------- Total deposits.......................................................................... 648,303 555,086 Federal funds purchased and securities sold under agreements to repurchase.............. 43,205 54,657 Treasury, tax and loan demand notes..................................................... 11,982 6,045 Federal Home Loan Bank advances......................................................... -- 3,500 Other liabilities....................................................................... 5,612 5,052 ------------------- Total Liabilities......................................................................... 709,102 624,340 ------------------- Shareholders' Equity: Preferred stock, series B, no par value, authorized--100,000 shares, issued--none....... -- -- Class A common stock, $2 par value, (aggregate liquidation preference of $11,702 or $6.31 per share) authorized--4,000,000 shares, issued and outstanding-- 1,854,482 shares in 1996 and 1,838,682 shares in 1995................................. 3,709 3,677 Common stock, $2 par value, authorized--3,000,000 shares, issued-1,691,138 shares in 1996 and 1,695,187 shares in 1995, outstanding--1,518,611 shares in 1996 and 1,524,160 shares in 1995.......................................................... 3,382 3,390 Surplus................................................................................. 10,472 10,368 Unrealized gains on securities available-for-sale, net of taxes......................... 273 356 Retained earnings....................................................................... 42,487 36,704 Less cost of shares in treasury, 172,527 in 1996 and 171,027 common shares in 1995...... (770) (733) ------------------- Total Shareholders' Equity................................................................ 59,553 53,762 ------------------- Total Liabilities and Shareholders' Equity................................................ $768,655 $678,102 =================== - ------------------------------------------------------------------------------------------------------------------- |
See notes to consolidated financial statements.
Consolidated Statements of Income First Oak Brook Bancshares, Inc. and Subsidiary
Year Ended December 31, --------------------------------------- (Dollars in thousands except per share amounts) 1996 1995 1994 - --------------------------------------------------------------------------------------------------------------------------------- Interest income: Interest on loans.................................................................... $36,163 $32,287 $26,175 Interest on securities: U.S. Treasury and Government agencies.............................................. 12,139 11,529 10,816 Obligations of states and political subdivisions................................... 2,848 3,098 2,755 Other securities................................................................... 366 326 372 Interest on Federal funds sold and securities purchased under agreements to resell... 943 1,024 963 Interest on deposits with banks...................................................... 13 8 7 --------------------------------------- Total interest income.................................................................. 52,472 48,272 41,088 Interest expense: Interest on savings deposits and NOW accounts........................................ 6,852 7,785 7,744 Interest on money market accounts.................................................... 900 835 802 Interest on time deposits............................................................ 14,786 10,989 6,156 Interest on Federal funds purchased and securities sold under agreements to repurchase..................................................... 2,701 2,805 1,535 Interest on Treasury, tax and loan demand notes...................................... 357 188 279 Interest on Federal Home Loan Bank advances.......................................... 42 194 276 --------------------------------------- Total interest expense................................................................. 25,638 22,796 16,792 --------------------------------------- Net interest income.................................................................... 26,834 25,476 24,296 Provision for loan losses.............................................................. 1,510 1,050 1,200 --------------------------------------- Net interest income after provision for loan losses.................................... 25,324 24,426 23,096 --------------------------------------- Other income: Service charges on deposit accounts.................................................. 2,459 2,333 2,611 Trust and investment management fees................................................. 653 592 444 Other operating income............................................................... 1,599 1,204 1,125 Investment securities gains.......................................................... 14 127 37 --------------------------------------- Total other income..................................................................... 4,725 4,256 4,217 --------------------------------------- Other expenses: Salaries and employee benefits....................................................... 11,766 10,921 10,169 Occupancy expense.................................................................... 1,430 1,315 1,306 Equipment expense.................................................................... 1,737 1,702 1,664 Data processing...................................................................... 1,625 1,473 1,314 Professional fees.................................................................... 329 259 290 Postage, stationery and supplies..................................................... 752 815 863 Advertising and business development................................................. 1,205 1,394 1,202 FDIC premiums........................................................................ 2 592 1,093 Other operating expenses............................................................. 1,667 1,523 1,391 --------------------------------------- Total other expenses................................................................... 20,513 19,994 19,292 --------------------------------------- Income before provision for income taxes............................................... 9,536 8,688 8,021 Provision for income taxes............................................................. 2,429 1,996 1,827 --------------------------------------- Net income............................................................................. $ 7,107 $ 6,692 $ 6,194 ======================================= Earnings per common share and common equivalent share.................................. $ 2.06 $ 1.95 $ 1.81 ======================================= Weighted average number of common shares and common share equivalents.................. 3,443,119 3,432,164 3,421,203 ======================================= - --------------------------------------------------------------------------------------------------------------------------------- |
See notes to consolidated financial statements.
Consolidated Statements of Changes in Shareholders' Equity First Oak Brook Bancshares, Inc. and Subsidiary
Unrealized Class A Gains (Losses) Common Stock Common Stock on Securities Total (Dollars in thousands except Par Par Available- Retained Treasury Shareholders' shares and per share amounts). Shares Value Shares Value Surplus For-Sale Earnings Stock Equity - ------------------------------------------------------------------------------------------------------------------------------------ Balance at December 31, 1993... 1,788,423 $3,577 1,744,717 $3,490 $10,364 $ 1,748 $25,672 $ (733) $44,118 - ------------------------------------------------------------------------------------------------------------------------------------ Net income..................... 6,194 6,194 Conversion of common stock into Class A common stock.... 47,468 95 (47,468) (95) Dividends declared, $.232 per share common and $.283 per share Class A common....................... (875) (875) Exercise of stock options...... (225) (1) 654 1 Unrealized losses on securities available-for-sale........... (6,528) (6,528) - ------------------------------------------------------------------------------------------------------------------------------------ Balance at December 31, 1994.. 1,835,666 $3,671 1,697,903 $3,396 $10,364 $(4,780) $30,991 $ (733) $42,909 - ------------------------------------------------------------------------------------------------------------------------------------ Net income..................... 6,692 6,692 Conversion of common stock into Class A common stock.... 3,016 6 (3,016) (6) Dividends declared, $.275 per share common and $.330 per share Class A common..................... (979) (979) Exercise of stock options...... 300 4 4 Unrealized gains on securities available-for-sale........... 5,136 5,136 - ------------------------------------------------------------------------------------------------------------------------------------ Balance at December 31, 1995... 1,838,682 $3,677 1,695,187 $3,390 $10,368 $ 356 $36,704 $ (733) $53,762 - ------------------------------------------------------------------------------------------------------------------------------------ Net income..................... 7,107 7,107 Conversion of common stock into Class A common stock.... 15,800 32 (15,800) (32) Dividends declared, $.345 per share common and $.420 per share Class A common..................... (1,324) (1,324) Exercise of stock options...... 11,751 24 104 128 Unrealized losses on securities available-for-sale........... (83) (83) Purchase of 1,500 shares of common stock.............. (37) (37) - ------------------------------------------------------------------------------------------------------------------------------------ Balance at December 31, 1996... 1,854,482 $3,709 1,691,138 $3,382 $10,472 $ 273 $42,487 $ (770) $59,553 ==================================================================================================================================== - ------------------------------------------------------------------------------------------------------------------------------------ |
See notes to consolidated financial statements.
Consolidated Statements of Cash Flows First Oak Brook Bancshares, Inc. and Subsidiary
Year Ended December 31, ------------------------------ (Dollars in thousands) 1996 1995 1994 - ---------------------------------------------------------------------------------------------------------------------- Cash flows from operating activities: Net income........................................................................... $ 7,107 $ 6,692 $ 6,194 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation........................................................................ 1,904 1,915 1,949 Discount accretion.................................................................. (557) (388) (212) Premium amortization................................................................ 1,843 1,916 2,324 Provision for loan losses........................................................... 1,510 1,050 1,200 Investment securities gains......................................................... (14) (127) (37) Increase in other assets............................................................ (287) (721) (1,163) Increase (decrease) in other liabilities............................................ 603 1,273 (284) Amortization of intangible assets................................................... 70 204 265 ------------------------------ Net cash provided by operating activities............................................. 12,179 11,814 10,236 ------------------------------ Cash flows from investing activities: Purchase of securities held-to-maturity.............................................. (50,330) (57,458) (75,873) Purchase of securities available-for-sale............................................ (79,094) (26,447) (65,563) Proceeds from maturities of securities held-to-maturity.............................. 41,898 70,240 20,160 Proceeds from sales and maturities of securities available-for-sale.................. 76,366 27,797 69,356 Increase in loans.................................................................... (58,769) (54,024) (32,076) Additions to premises and equipment.................................................. (1,475) (825) (442) ------------------------------ Net cash used in investing activities................................................. (71,404) (40,717) (84,438) ------------------------------ Cash flows from financing activities: Increase (decrease) in demand deposits............................................... 19,261 18,999 (4,543) Decrease in savings and NOW accounts................................................. (11,880) (31,391) (8,668) Increase (decrease) in money market accounts......................................... 5,433 (8) (6,532) Increase in time deposits............................................................ 80,403 53,863 25,193 Increase (decrease) in Federal funds purchased and securities sold under agreements to repurchase....................................................................... (11,452) (7,331) 23,339 Increase (decrease) in Treasury, tax and loan demand notes........................... 5,937 (544) (5,265) Repayment of Federal Home Loan Bank advances......................................... (3,500) (2,500) -- Purchase of treasury stock........................................................... (37) -- -- Exercise of stock options............................................................ 128 4 1 Cash dividends....................................................................... (1,324) (979) (875) ------------------------------ Net cash provided by financing activities............................................. 82,969 30,113 22,650 ------------------------------ Net increase (decrease) in cash and cash equivalents.................................. 23,744 1,210 (51,552) Cash and cash equivalents at beginning of year........................................ 37,511 36,301 87,853 ------------------------------ Cash and cash equivalents at end of year.............................................. $ 61,255 $ 37,511 $ 36,301 ============================== Supplemental disclosures: Interest paid........................................................................ $ 24,495 $ 22,121 $ 16,415 Income taxes paid.................................................................... 2,399 1,926 1,929 ============================== - ---------------------------------------------------------------------------------------------------------------------- |
See notes to consolidated financial statements.
Notes to Consolidated Financial Statements First Oak Brook Bancshares, Inc. and Subsidiary
The consolidated financial statements include the accounts of First Oak Brook Bancshares, Inc. (the Company) and its wholly-owned subsidiary, Oak Brook Bank. The accounting and reporting policies of the Company and its subsidiary conform to generally accepted accounting principles and to general practice within the banking industry.
The Company, through its subsidiary bank, operates in a single segment engaging in the general retail and commercial banking business, primarily in the Chicago Metropolitan area. The services offered include demand, savings and time deposits, corporate cash management services, commercial lending products such as commercial loans, mortgages and letters of credit, and personal lending products such as residential mortgages, home equity lines, auto loans and credit card products. In addition, related products and services are offered including discount brokerage, mutual funds and annuity sales, and foreign currency and precious metal sales. The subsidiary bank has a full service trust and land trust department.
Use of Estimates: The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Investment Securities: Securities are classified as held-to-maturity, available- for-sale or trading at the time of purchase and reevaluated as of each balance sheet date. Securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to- maturity securities are stated at amortized cost. Available-for-sale securities are stated at fair value, with the unrealized gains and losses, net of tax, reported in a separate component of shareholders' equity. The Company does not carry any securities for trading purposes.
The amortized cost of securities classified as held-to-maturity or available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity, or in the case of mortgage-backed securities, over the estimated life of the security. The cost of securities sold is based on the specific identification method.
Loan Fees and Related Costs: Loan origination and commitment fees and certain direct loan origination costs are deferred and amortized as an adjustment of the related loan's yield over the contractual life of the loan using the level-yield method.
Allowance for Loan Losses: The allowance for loan losses is comprised of both general and specific valuation allowances. The Company records specific valuation allowances on commercial, commercial mortgage and construction loans when a loan is considered to be impaired. A loan is impaired when, based on an evaluation of current information and events, it is probable that the Company will not be able to collect all amounts (principal and interest) due pursuant to the original contractual terms. The Company measures impairment based upon the present value of expected future cash flows discounted at the loan's original effective interest rate or the fair value of the collateral if the loan is collateral dependent. Interest income on impaired loans is recognized using either the cash basis method or a cost recovery method depending upon the circumstances. General valuation allowances are maintained at a level believed adequate by management to absorb estimated probable loan losses. Management's periodic evaluation of the adequacy of the allowance is based on the Company's past loan loss experience, peer loan loss experience, known and inherent risks in the portfolio, composition of the loan portfolio, current economic conditions, and other relevant factors.
Loans, excluding credit card loans, are placed on non-accrual status when the collectibility of the contractual principal or interest is deemed doubtful by management or becomes 90 days or more past due and the loan is not well secured or in the process of collection.
Premises and Equipment: Premises, leasehold improvements and equipment are stated at cost less accumulated depreciation and amortization. For financial reporting purposes, depreciation is charged to expense by the straight-line method over the estimated useful life of the asset. Leasehold improvements are amortized over a period not exceeding the term of the lease, including renewal option periods.
Income Taxes: The Company and its subsidiary file consolidated income tax returns. The subsidiary provides for income taxes on a separate return basis and remits to the Company amounts determined to be currently payable. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
Earnings Per Common Share and Common Equivalent Share: Earnings per common share and common equivalent share are computed by dividing net income by the weighted average number of common shares and common share equivalents outstanding during the year. Stock options are included in common share equivalents based on the treasury stock method.
Stock Options: In October, 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 123, "Accounting for Stock-Based Compensation." The Statement encourages, but does not require, companies to recognize compensation expense for grants of stock, stock options and other equity instruments based on the fair value of those instruments. The Statement requires that companies with stock-based plans make detailed disclosures about the plan and instrument terms and assumptions used in measuring the fair value of stock-based grants.
The Company accounts for stock options in accordance with Accounting Principles Board Opinion No. 25, "Accounting
Notes to Consolidated Financial Statements First Oak Brook Bancshares, Inc. and Subsidiary
Cash and Cash Equivalents: For purposes of the Consolidated Statements of Cash Flows, cash and cash equivalents include cash and due from banks, Federal funds sold, securities purchased under agreements to resell and interest bearing deposits with banks with original maturities of 90 days or less.
Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," requires the disclosure of the fair value of certain financial instruments. Fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale. The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:
Cash and cash equivalents: The carrying amounts reported on the balance sheet for cash and short-term instruments approximate those assets' fair values.
Investment securities: Fair values for investment securities are based on quoted market prices.
Loans: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying amounts. The fair value for all other loans is estimated using discounted cash flow analyses, which use interest rates currently being offered for similar loans of similar credit quality. The fair value of the credit card loan portfolio is based on the value of existing loans at year-end and does not include the value related to estimated cash flows from new loans generated from existing cardholders. The fair value does not include potential premiums available in a portfolio sale. The carrying amount of accrued interest approximates its fair value.
Off-balance sheet instruments: Fair values for the Company's off-balance sheet instruments (letters of credit and lending commitments) are generally based on fees currently charged to enter into similar agreements.
Deposit liabilities: The fair values for certain deposits (e.g., interest and noninterest-bearing demand deposits, savings deposits and NOW accounts) are, by definition, equal to the amount payable on demand. The fair value estimates do not include the intangible value of the existing customer base. The carrying amounts for variable rate money market accounts approximate their fair values. Fair values for time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered on time deposits to a schedule of aggregated expected monthly maturities.
Short-term debt: The carrying amounts of Federal funds purchased, overnight repurchase agreements and Treasury, tax and loan demand notes approximate their fair values. The fair values of term repurchase agreements are estimated using a discounted cash flow calculation that utilizes interest rates currently being offered for similar maturities.
Long-term debt: The fair value of the Federal Home Loan Bank advances is estimated using a discounted cash flow calculation that utilizes interest rates currently being offered for similar maturities.
The assumptions and estimates used in the fair value determination process are subjective in nature and involve uncertainties and significant judgment and, therefore, fair values cannot be determined with precision. Changes in assumptions could significantly affect these estimated values.
The estimated fair values of the Company's significant financial instruments as of December 31, 1996 and 1995, are as follows:
1996 1995 -------------------- -------------------- Carrying Fair Carrying Fair (in thousands) Amount Value Amount Value - ------------------------------------------------------------------------------- Financial Assets Cash and cash equivalents....... $ 61,255 $ 61,255 $ 37,511 $ 37,511 Investment securities........... 265,954 267,603 256,192 258,386 Loans........................... 420,164 418,209 362,728 362,740 Financial Liabilities Time deposits................... 288,696 290,392 208,293 211,334 Other deposits.................. 359,607 359,607 346,793 346,793 Short-term debt................. 55,187 55,199 60,702 60,702 Long-term debt.................. -- -- 3,500 3,486 Off-Balance Sheet Commitments Commercial...................... -- 77 -- 68 Home equity..................... -- 92 -- 92 Credit card..................... -- 209 -- 200 - ------------------------------------------------------------------------------- |
Notes to Consolidated Financial Statements First Oak Brook Bancshares, Inc. and Subsidiary
Note 4. Investment Securities
The aggregate amortized cost and fair values of securities, and
gross unrealized gains and unrealized losses at December 31 follow:
1996 --------------------------------------------- Amortized Unrealized Unrealized Fair (in thousands) Cost Gains Losses Value - --------------------------------------------------------------------------------------- Securities available-for-sale: U.S. Treasury......................... $ 52,699 $ -- $ 12 $ 52,687 U.S. Government agencies.............. 28,484 68 -- 28,552 Mortgage-backed agency securities..... 24,875 -- 311 24,564 Collateralized mortgage obligations... -- -- -- -- Obligations of states and political subdivisions......................... 25,888 1,121 -- 27,009 Other securities...................... 2,728 6 -- 2,734 -------------------------------------------- Total securities available-for-sale.. $134,674 $1,195 $323 $135,546 ============================================ Securities held-to-maturity: U.S. Treasury......................... $ 38,454 $ 460 -- $ 38,914 U.S. Government agencies.............. 36,726 193 -- 36,919 Mortgage-backed agency securities..... 29,683 166 -- 29,849 Obligations of states and political subdivisions......................... 25,475 830 -- 26,305 Other securities...................... 70 -- -- 70 -------------------------------------------- Total securities held-to-maturity.... $130,408 $1,649 $ -- $132,057 ============================================ |
1995 --------------------------------------------- Amortized Unrealized Unrealized Fair (in thousands) Cost Gains Losses Value - --------------------------------------------------------------------------------------- Securities available-for-sale: U.S. Treasury......................... $ 56,192 $ 475 $231 $ 56,436 U.S. Government agencies.............. 13,565 25 -- 13,590 Mortgage-backed agency securities..... 26,185 68 263 25,990 Collateralized mortgage obligations... 1,000 13 -- 1,013 Obligations of states and political subdivisions......................... 27,140 1,265 9 28,396 Other securities...................... 2,734 18 5 2,747 -------------------------------------------- Total securities available-for-sale.. $126,816 $1,864 $508 $128,172 ============================================ Securities held-to-maturity: U.S. Treasury......................... $ 48,731 $ 973 $ -- $ 49,704 U.S. Government agencies.............. 20,235 172 51 20,356 Mortgage-backed agency securities..... 35,693 375 97 35,971 Obligations of states and political subdivisions......................... 23,197 835 13 24,019 Other securities...................... 164 -- -- 164 --------------------------------------------- Total securities held-to-maturity.... $128,020 $2,355 $161 $130,214 ============================================= |
The amortized cost and fair values of investment securities at December 31, 1996, by contractual maturity, are shown below. Mortgage-backed agencies and collateralized mortgage obligations are presented in the table based on their estimated average lives, which will differ from contractual maturities due to principal prepayments. Other securities include preferred stock and Federal Home Loan Bank of Chicago stock, which have no stated maturity date.
1996 ------------------- Amortized Fair (in thousands) Cost Value - ------------------------------------------------------------------------------------- Securities available-for-sale: Due in one year or less..................................... $ 22,519 $ 22,608 Due after one year through five years....................... 85,760 85,989 Due after five years through ten years...................... 18,474 18,946 Over ten years.............................................. 5,193 5,269 Other securities............................................ 2,728 2,734 ------------------- $134,674 $135,546 =================== Securities held-to-maturity: Due in one year or less..................................... $ 24,829 $ 24,939 Due after one year through five years....................... 89,149 90,092 Due after five years through ten years...................... 14,651 15,150 Over ten years.............................................. 1,779 1,876 ------------------- $130,408 $132,057 =================== - ------------------------------------------------------------------------------------- |
Notes to Consolidated Financial Statements First Oak Brook Bancshares, Inc. and Subsidiary
At December 31, 1996, investment securities with a book value of $224,964,000 were pledged as collateral to secure certain deposits and for other purposes as required by law.
Proceeds from sales of investments in debt and equity securities during 1996, 1995 and 1994 were $8,025,000, $8,967,000 and $27,068,000, respectively. Gross gains of $21,000 and gross losses of $7,000 were realized on those sales in 1996. Gross gains of $138,000 and gross losses of $11,000 were realized on those sales in 1995. Gross gains of $238,000 and gross losses of $201,000 were realized on those sales in 1994.
NOTE 5. LOANS
Loans outstanding at December 31 follow:
1996 1995 ----------------------- ---------------------- Carrying Fair Carrying Fair (in thousands) Amount Value Amount Value - --------------------------------------------------------------------------------------------------- Commercial................................ $ 40,895 $ 40,666 $ 38,171 $ 37,637 Real estate- Construction............................. 35,902 35,502 28,770 28,770 Residential mortgage..................... 93,730 92,215 81,226 81,545 Commercial mortgage...................... 63,394 63,013 55,437 55,779 Home equity loans........................ 55,297 55,316 47,357 47,318 Credit card loans......................... 58,114 58,057 58,592 58,487 Consumer installment loans................ 73,571 73,440 54,420 53,204 ----------------------------------------------------- Total loans............................. 420,903 418,209 363,973 362,740 Less unearned discount.................... (739) -- (1,245) -- ----------------------------------------------------- Loans, net of unearned discount......... $420,164 $418,209 $362,728 $362,740 ===================================================== |
The Company grants real estate, commercial and consumer installment loans primarily within the Chicago Metropolitan area. Credit cards are issued throughout the country, although approximately 33% are issued to customers in Illinois. No other state contains a significant concentration of credit card customers. Generally, real estate and consumer installment loans are secured by various items of property such as first and second mortgages, automobiles and cash collateral. The majority of the commercial portfolio is secured by business assets. The credit card portfolio is unsecured.
Loans secured by real estate are expected to be paid by the borrowers' cash flows or proceeds from the sale or refinancing of the underlying real estate. Almost all of these loans are secured by real estate within the Chicago Metropolitan area. Performance of these loans may be affected by conditions influencing the local economy and real estate market. However, the Company's loan policy addresses this issue, as funds loaned for portfolio loans generally may not exceed eighty percent of the appraised value of the real estate. Real estate loans sold in the secondary market can be funded at higher loan to value ratios. If real estate loans sold in the secondary market become delinquent within the first six months from the date of sale, the investor may require the Company to repurchase the loan.
The credit card portfolio is expected to be repaid from customers' cash flows. The Company's approval policies for issuing a credit card require an analysis of applications and credit reports to ensure sufficient income and/or assets, satisfactory debt to income ratios, and satisfactory past credit history. A general downturn in the economy causing a rise in unemployment may increase credit card losses.
In the normal course of business, there are various outstanding commitments and contingent liabilities, including commitments to extend credit, that are not reflected in the financial statements. The Company's exposure to credit loss in the event of nonperformance by the other party to the commitments and lines of credit is limited to their contractual amount. Many commitments to extend credit expire without being used, or, in the case of credit cards, the Company, at its discretion, may cancel any credit card line. Additionally, some credit card lines are drawn down and paid off monthly. Therefore, the amounts stated below do not necessarily represent future cash commitments. These commitments (including letters of credit) and credit lines are subject to the same credit policies followed for loans recorded in the financial statements.
Notes to Consolidated Financial Statements First Oak Brook Bancshares, Inc. and Subsidiary
(in thousands) 1996 1995 - ------------------------------------------------------------------------------ Commercial............................................. $ 89,797 $ 62,225 Home equity............................................ 66,772 59,536 Credit card............................................ 305,061 313,523 |
An analysis of the allowance for loan losses follows:
(in thousands) 1996 1995 1994 - ------------------------------------------------------------------------------ Balance at beginning of year.................. $ 3,932 $ 3,859 $ 3,231 Provision for loan losses..................... 1,510 1,050 1,200 Recoveries.................................... 178 135 163 Charge-offs................................... (1,511) (1,112) (735) ------------------------------ Balance at end of year........................ $ 4,109 $ 3,932 $ 3,859 ============================== |
At December 31, 1996, the recorded investment in loans considered impaired was $1,730,000. The allowance for loan losses related to impaired loans was $400,000. The average recorded investment in impaired loans was approximately $699,000 for the year ended December 31, 1996. The Company did not recognize any interest income associated with impaired loans during the year. If interest on those loans had been accrued at their original terms, such income would approximate $101,000 in 1996. The Company had no impaired loans, as defined, during 1995.
The Company's bank subsidiary has granted loans to its officers and directors, as well as to the officers and directors of the Company and to their associates. Related-party loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties and do not involve more than normal risk of collectibility. The aggregate amount of these loans was $6,571,000 and $5,463,000 at December 31, 1996 and 1995, respectively. During 1996, new loans totaled $5,539,000 and repayments totaled $4,431,000.
Certain principal shareholders of the Company are also principal shareholders of Amalgamated Investments Company, parent of Amalgamated Bank of Chicago. The Company's subsidiary bank has purchased from or sold participations in loans to Amalgamated Bank of Chicago. At December 31, 1996 and 1995, the Company had outstanding loan participations sold of $1,049,000 and $2,107,000, respectively, with Amalgamated Bank of Chicago.
NOTE 6. PREMISES AND EQUIPMENT
A summary of premises and equipment at December 31 follows:
(in thousands) 1996 1995 - ------------------------------------------------------------------------------- Land......................................................$ 2,652 $ 2,621 Buildings and improvements................................ 15,247 15,141 Leasehold improvements.................................... 985 975 Data processing equipment, office equipment and furniture. 10,114 9,006 28,998 27,743 Less accumulated depreciation and amortization............ (11,528) (9,844) --------------------- Premises and equipment, net........ $ 17,470 $17,899 ===================== |
The Company has entered into a number of noncancellable operating lease agreements for certain of its subsidiary bank's office premises. The minimum annual net rental commitments under these leases at December 31, 1996, are as follows:
(in thousands) - ------------------------------------ 1997.......................... $156 1998.......................... 121 1999.......................... 89 2000.......................... 78 2001.......................... 48 2002 and thereafter........... 41 ---- $533 ==== |
Total rental expense for 1996, 1995 and 1994 was approximately $193,000, $188,000 and $189,000, respectively, which included payment of certain occupancy expenses as defined in the lease agreements.
The Company's aggregate future minimum net rentals to be received under noncancellable leases from third party tenants are as follows:
(in thousands) - ------------------------------------ 1997........................ $ 341 1998........................ 325 1999........................ 326 2000........................ 335 2001........................ 310 ------ $1,637 ====== |
The Company also receives reimbursement from its tenants for certain occupancy expenses including taxes, insurance and operational expenses, as defined in the lease agreements.
Notes to Consolidated Financial Statements First Oak Brook Bancshares, Inc. and Subsidiary
Note 7. Short-Term Borrowings
Federal funds purchased, securities sold under agreements to repurchase ("repos") and Treasury, tax and loan demand notes constitute all of the Company's short-term borrowings. The repos generally mature within one to ninety days from the various dates of sale and have the characteristics of secured borrowings. The variable rate Treasury, tax and loan demand notes can be called by the Federal Reserve Bank at any time and are due on demand. The Company maintains qualifying collateral, including U.S. Treasuries and municipal securities.
Short-Term Borrowings (in thousands) 1996 1995 1994 - ----------------------------------------------------------------------------- Amount outstanding: At year end..................................... $55,187 $60,702 $68,577 Average during year............................. 60,753 56,245 46,612 Maximum month-end............................... 73,804 69,490 68,577 Average interest rate: At year end..................................... 5.44% 5.05% 5.02% During the year................................. 5.03% 5.32% 3.89% --------------------------- - ----------------------------------------------------------------------------- |
Note 8. Income Taxes
The components of the provision for income taxes for the three years in the period ended December 31 follow:
(in thousands) 1996 1995 1994 - ----------------------------------------------------------------------------- Current provision................................ $2,715 $2,375 $1,874 Deferred benefit................................. (286) (379) (47) -------------------------- Total provision for income taxes................. $2,429 $1,996 $1,827 ========================== |
The tax expense related to investment securities gains for 1996, 1995 and 1994 totaled $5,000, $43,000 and $13,000, respectively.
The net deferred tax asset at December 31 consists of the following:
(in thousands) 1996 1995 - -------------------------------------------------------------------------------- Gross deferred tax liabilities: Unrealized gain on securities available-for-sale....................................... $ 141 $ 184 Accretion of discount on securities........................ 401 229 Tax over book depreciation................................. 421 450 Purchase accounting adjustments............................ 15 39 Other, net................................................. 61 166 ---------------- Total deferred tax liabilities........................... 1,039 1,068 Gross deferred tax assets: Book over tax loan loss reserve............................ 1,592 1,269 Deferred expenses.......................................... 120 143 ---------------- Total deferred tax assets................................. 1,712 1,412 ---------------- Net deferred tax asset.................................... $ 673 $ 344 |
(in thousands) 1996 1995 1994 - ----------------------------------------------------------------------------- Deferred expenses.................................. $ 23 $ (43) $ 31 Accretion of discount on securities........................................ 172 29 20 Tax over book depreciation......................... (29) 35 140 Book over tax loan loss reserve.................... (323) (232) (359) Purchase accounting adjustments.................... (24) (115) (68) Other, net......................................... (105) (53) 189 ------------------------- Deferred benefit.................................. $(286) $(379) $ (47) ========================= |
The effective tax rates for 1996, 1995 and 1994 were 25%, 23% and 23%, respectively. Income tax expense was less than the amounts computed by applying the Federal statutory rate of 34% (for companies with taxable income less than $10 million) for all years because of the following:
(in thousands) 1996 1995 1994 - ----------------------------------------------------------------------------- Tax expense at statutory rate..................... $3,243 $ 2,954 $2,727 Increase (decrease) in taxes resulting from: Income from obligations of states and political subdivisions and certain loans not subject to Federal income taxes........................... (873) (1,007) (938) Other, net...................................... 59 49 38 -------------------------- Total provision for income taxes.................. $2,429 $ 1,996 $1,827 ========================== |
Note 9. Shareholders' Equity
Each share of Class A common stock is entitled to one-twentieth of one vote and a cash dividend of at least 120% of the dividend declared on the common stock. Holders of the Class A common stock, upon liquidation of the Company, are entitled to receive an aggregate amount per share equal to the $6.31 offering price of the Class A common stock before any amount is paid to holders of the common stock.
The common stock is convertible into Class A common stock on a one-for-one basis at any time.
Notes to Consolidated Financial Statements First Oak Brook Bancshares, Inc. and Subsidiary
On July 19, 1994, the Company declared a 50% stock dividend on common and Class A common which was distributed September 8, 1994.
At December 31, 1996, the Company has reserved for issuance 327,795 shares of common stock and 2,018,933 shares of Class A common stock.
Payment of dividends by the Company's subsidiary bank is subject to both Federal and state banking laws and regulations that limit the amount of dividends that can be paid by the bank without prior regulatory approval. At December 31, 1996, $10,315,000 of undistributed earnings was available for the payment of dividends by the subsidiary bank without prior regulatory approval.
Note 10. Regulatory Capital
The Company and its bank subsidiary are subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and its bank subsidiary must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Regulations require the Company and its bank subsidiary to maintain minimum amounts of total and Tier 1 capital, minimum ratios of total and Tier 1 capital to risk-weighted assets, and a minimum ratio of Tier 1 capital to average assets to ensure capital adequacy. Management believes, as of December 31, 1996, that the Company and its bank subsidiary meet all capital adequacy requirements to which they are subject.
The Company and its bank subsidiary's actual capital amounts and ratios are presented in the table below. As of December 31, 1996, the most recent regulatory notification categorized the bank subsidiary as well capitalized. There are no conditions or events since that notification that management believes have changed the institutions's category.
Capital Required To Be ------------------------------------ Adequately Well Actual Capitalized Capitalized --------------- ---------------- -------------- Amount Ratio Amount Ratio Amount Ratio - ------------------------------------------------------------------------------------------------------ As of December 31, 1996: Total Capital (to Risk Weighted Assets) Consolidated............................. $63,330 13.54% $37,429 8% $46,786 10% Oak Brook Bank........................... 55,579 11.90 37,354 8 46,692 10 Tier 1 Capital (to Risk Weighted Assets) Consolidated............................. $59,221 12.66% $18,714 4% $28,072 6% Oak Brook Bank........................... 51,470 11.02 18,677 4 28,015 6 Tier 1 Capital (to Average Assets) Consolidated............................. $59,221 7.69% $30,801 4% $38,501 5% Oak Brook Bank........................... 51,470 6.70 30,726 4 38,407 5 As of December 31, 1995: Total Capital (to Risk Weighted Assets) Consolidated............................. $57,250 14.32% $31,994 8% $39,992 10% Oak Brook Bank........................... 49,989 12.53 31,926 8 39,907 10 Tier 1 Capital (to Risk Weighted Assets) Consolidated............................. $53,318 13.33% $15,997 4% $23,995 6% Oak Brook Bank........................... 46,057 11.54 15,963 4 23,944 6 Tier 1 Capital (to Average Assets) Consolidated............................. $53,318 7.94% $26,860 4% $33,575 5% Oak Brook Bank........................... 46,057 6.88 26,778 4 33,472 5 |
Notes to Consolidated Financial Statements First Oak Brook Bancshares, Inc. and Subsidiary
The Company has a nonqualified stock option plan for officers and directors. Options may be granted at a price not less than the market value on the date of grant, and are subject to a 3 or 5 year vesting schedule and are exercisable, in part, beginning at least one year following the date of grant and no later than ten years from date of grant.
Pro forma information regarding net income and earnings per share is required by Statement No. 123 and has been determined as if the Company had accounted for its employee stock options under the fair value method of that Statement. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 1996 and 1995, respectively: risk-free interest rates of 6.4% and 5.5%; dividend yields of 3.1% and 2.4%; volatility factor of the expected market price of the Company's common stock of .18; and a weighted-average expected life of the option of 5 years.
The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.
For the purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. The Company's pro forma information follows (dollars in thousands, except for earnings per share ):
1996 1995 - -------------------------------------------------------------------------------- Net income as reported.......................................... $7,107 $6,692 Pro forma net income............................................ $7,071 $6,690 Earnings per share as reported.................................. $ 2.06 $ 1.95 Pro forma earnings per share.................................... $ 2.05 $ 1.95 Weighted-average fair value of options granted during the year................................ $ 4.45 $ 4.18 |
Because Statement No. 123 is applicable only to options granted subsequent to December 31, 1994, its pro forma effect will not be fully reflected until 1997.
A summary of the Company's stock option activity, and related information for the year ended December 31 follows:
1996 1995 1994 ------------------ ------------------ ------------------ Weighted- Weighted- Weighted- Average Average Average Exercise Exercise Exercise Options Price Options Price Options Price - ------------------------------------------------------------------------------------------------ Outstanding at the beginning of the year........................ 271,869 $12.06 209,369 $ 9.51 164,523 $ 7.41 Granted............................. 52,501 22.79 64,500 20.44 54,500 16.72 Exercised........................... (11,751) 5.51 (300) 14.93 (654) 5.51 Forfeited........................... (3,000) 20.50 (1,700) 15.39 (9,000) 15.18 ------- ------- ------- Outstanding at the end of the year.. 309,619 14.04 271,869 12.06 209,369 9.51 ======= ======= Exercisable at the end of the year.. 169,044 $ 9.26 150,969 $ 7.32 124,382 $ 6.27 |
Exercise prices for options outstanding as of December 31, 1996 ranged from $5.24 to $24.00 per share. The weighted-average remaining contractual life of those options is 6.2 years.
Notes to Consolidated Financial Statements First Oak Brook Bancshares, Inc. and Subsidiary
Note 14. Parent Company Only Financial Information
The following are the condensed balance sheets of income and cash flows for First Oak Brook Bancshares, Inc.:
December 31, Balance Sheets (Parent Company Only) ----------------- (in thousands) 1996 1995 - -------------------------------------------------------------------------------------------------------------- Assets Cash and cash equivalents on deposit with subsidiary.............................. $ 6,884 $ 5,314 Investment in subsidiary (including intangibles of $85 in 1996 and $155 in 1995).. 51,825 46,560 Securities available-for-sale..................................................... 1,746 1,680 Due from subsidiary............................................................... 96 810 Equipment, net.................................................................... 141 146 Other assets...................................................................... 22 44 ---------------- Total assets..................................................................... $60,714 $54,554 ================ Liabilities and Shareholders' Equity Other liabilities................................................................. $ 1,161 $ 792 ---------------- Total liabilities................................................................ 1,161 792 Shareholders' equity.............................................................. 59,553 53,762 ---------------- Total liabilities and shareholders' equity....................................... $60,714 $54,554 ================ |
Statements of Income (Parent Company Only)
Year Ended December 31, ------------------------- (in thousands) 1996 1995 1994 - -------------------------------------------------------------------------------------------------------------- Income: Dividends from subsidiary......................................................... $ 2,108 $ 3,967 $ 3,725 Other income...................................................................... 2,140 1,887 1,670 ------------------------- Total income..................................................................... 4,248 5,854 5,395 ------------------------- Expenses: Other expenses.................................................................... 2,740 2,629 2,470 ------------------------- Total expenses................................................................... 2,740 2,629 2,470 ------------------------- Income before income taxes and equity in undistributed net income of subsidiary.... 1,508 3,225 2,925 Income tax benefit................................................................ 186 190 193 ------------------------- Income before equity in undistributed net income of subsidiary..................... 1,694 3,415 3,118 Equity in undistributed net income of subsidiary.................................. 5,413 3,277 3,076 ------------------------- Net income......................................................................... $ 7,107 $ 6,692 $ 6,194 ========================= - -------------------------------------------------------------------------------------------------------------- |
Notes to Consolidated Financial Statements First Oak Brook Bancshares, Inc. and Subsidiary
- -------------------------------------------------------------------------------------------------------------------- Statements of Cash Flows (Parent Company Only) Year Ended December 31, --------------------------- (in thousands) 1996 1995 1994 - -------------------------------------------------------------------------------------------------------------------- Cash flows from operating activities: Net income.......................................................................... $ 7,107 $ 6,692 $ 6,194 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation...................................................................... 43 39 28 Investment securities losses...................................................... 7 6 -- Decrease (increase) in other assets............................................... 22 37 (22) Increase in other liabilities..................................................... 371 117 209 Decrease (increase) in due from subsidiary........................................ 714 (260) (281) Equity in undistributed net income of subsidiary.................................. (5,413) (3,277) (3,076) Amortization of intangibles....................................................... 70 204 199 Other............................................................................. (48) 28 (22) --------------------------- Net cash provided by operating activities............................................. 2,873 3,586 3,229 Cash flows from investing activities: Sales (purchases) of investment securities.......................................... (32) 2,625 (2,223) Additions to equipment.............................................................. (38) (28) (101) --------------------------- Net cash provided by (used in) investing activities................................... (70) 2,597 (2,324) Cash flows from financing activities: Exercise of stock options........................................................... 128 4 1 Purchase of treasury stock.......................................................... (37) -- -- Cash dividends...................................................................... (1,324) (979) (875) --------------------------- Net cash used in financing activities................................................. (1,233) (975) (874) --------------------------- Net increase in cash and cash equivalents............................................. 1,570 5,208 31 Cash and cash equivalents at beginning of year........................................ 5,314 106 75 --------------------------- Cash and cash equivalents at end of year.............................................. $ 6,884 $ 5,314 $ 106 =========================== - -------------------------------------------------------------------------------------------------------------------- |
Corporate and Shareholder Information First Oak Brook Bancshares, Inc. and Subsidiary
Executive Officer Directors
Eugene P. Heytow, Chairman of the Board and
Chief Executive Officer
Richard M. Rieser, Jr., President
Frank M. Paris, Vice Chairman
Non-Officer Directors
Miriam Lutwak Fitzgerald, M.D.
Geoffrey R. Stone, Provost of the University of Chicago
Alton M. Withers, Executive Vice President and
Chief Financial Officer, Spiegel, Inc. (retired)
Robert M. Wrobel, President, Amalgamated Bank of Chicago
Senior Corporate Officers
Rosemarie Bouman, Vice President, Chief Financial Officer
and Treasurer
Mary C. Carnevale, Vice President and Chief Human
Resources Officer
George C. Clam, Vice President and Chief Banking Officer
William E. Navolio, Vice President, General Counsel,
and Secretary
Susanne C. Griffith, Auditor
The Corporate Office is located at 1400 Sixteenth Street, Oak Brook, Illinois 60521. The telephone number is (630) 571-1050. You can E-mail us at obb@obb.com.
Annual Meeting
Stock Data Per Share --------------------------------------------------------------------------- Dividends Paid Class A/1/ Net -------------------- Book ------------------------- Quarter Ended Income Class A Common Value Low Price High Price - ------------------------------------------------------------------------------------------------------------------------------------ December 31, 1996...................................... $.61 $.110 $.090 $17.26 $21.13 $23.75 September 30, 1996..................................... .50 .090 .075 16.52 21.25 25.50 June 30, 1996.......................................... .50 .090 .075 15.94 22.50 24.75 March 31, 1996......................................... .44 .090 .075 15.69 20.50 24.25 December 31, 1995...................................... .65 .090 .075 15.64 20.25 21.25 September 30, 1995..................................... .49 .075 .063 14.70 17.75 21.50 June 30, 1995.......................................... .40 .075 .063 14.26 17.00 19.50 March 31, 1995......................................... .41 .075 .063 13.37 16.50 19.00 - ------------------------------------------------------------------------------------------------------------------------------------ |
/1/The prices shown represent the high and low closing sales price for the quarter.
Class A Common Stock
The Company's Class A Common Stock trades on the Nasdaq National Market tier of The Nasdaq Stock Market/SM/. As of January 31, 1997, there were approximately 179 holders of record of Class A Common Stock; however, the Company believes the number of beneficial owners is substantially greater. Current market makers in the Class A Common Stock are The Chicago Corporation; Everen Securities, Inc.; Howe Barnes Investments, Inc.; Keefe, Bruyette & Woods, Inc. and M.A. Schapiro & Co., Inc.
Common Stock
The Company's Common Stock is traded in the over-the-counter market through market makers, primarily The Chicago Corporation. As of January 31, 1997, there were approximately 214 holders of record of Common Stock.
Transfer Agent and Registrar
The transfer agent and registrar is Oak Brook Bank, 1400 Sixteenth Street, Oak Brook, Illinois 60521.
Form 10-K
Any individual requesting a copy of the Company's 1996 Form 10-K Annual Report filed with the Securities and Exchange Commission may obtain it without charge by writing to Rosemarie Bouman, Vice President and Chief Financial Officer, at the Corporate Office. The 1996 Form 10-K may also be obtained from the SEC's EDGAR database which is directly linked to the Company's Web site at http://www.obb.com.
Notes
Notes
Notes
Notes
Notes
Notes
EXHIBIT (21)
SUBSIDIARIES OF THE REGISTRANT
The Company's subsidiary is incorporated in the State of Illinois and does business under its own name.
OAK BROOK BANK (100%)
EXHIBIT (23)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report (Form 10-K) of First Oak Brook Bancshares, Inc. of our report dated January 17, 1997, included in the 1996 Annual Report to Shareholders of First Oak Brook Bancshares, Inc.
We also consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-24145) pertaining to First Oak Brook Bancshares, Inc. Employees' Savings and Stock Ownership Plan and the Registration Statement (Form S-8 No. 33-82800) pertaining to First Oak Brook Bancshares, Inc. 1987 Stock Option Plan of our report dated January 17, 1997, with respect to the consolidated financial statements of First Oak Brook Bancshares, Inc. incorporated by reference in the Annual Report (Form 10-K) for the year ended December 31, 1996.
ERNST & YOUNG LLP
Chicago, Illinois
March 24, 1997
ARTICLE 9 |
This schedule contains summary financial information extracted from SEC Form 10-K and is qualified in its entirety by reference to such financial statements. |
MULTIPLIER: 1,000 |
PERIOD TYPE | 12 MOS |
FISCAL YEAR END | DEC 31 1996 |
PERIOD START | JAN 01 1996 |
PERIOD END | DEC 31 1996 |
CASH | 38,816 |
INT BEARING DEPOSITS | 289 |
FED FUNDS SOLD | 22,150 |
TRADING ASSETS | 0 |
INVESTMENTS HELD FOR SALE | 135,546 |
INVESTMENTS CARRYING | 130,408 |
INVESTMENTS MARKET | 132,057 |
LOANS | 420,164 |
ALLOWANCE | 4,109 |
TOTAL ASSETS | 768,655 |
DEPOSITS | 648,303 |
SHORT TERM | 55,187 |
LIABILITIES OTHER | 5,612 |
LONG TERM | 0 |
COMMON | 7,091 |
PREFERRED MANDATORY | 0 |
PREFERRED | 0 |
OTHER SE | 52,472 |
TOTAL LIABILITIES AND EQUITY | 768,655 |
INTEREST LOAN | 36,163 |
INTEREST INVEST | 15,353 |
INTEREST OTHER | 956 |
INTEREST TOTAL | 52,472 |
INTEREST DEPOSIT | 22,538 |
INTEREST EXPENSE | 25,638 |
INTEREST INCOME NET | 26,834 |
LOAN LOSSES | 1,510 |
SECURITIES GAINS | 14 |
EXPENSE OTHER | 20,513 |
INCOME PRETAX | 9,536 |
INCOME PRE EXTRAORDINARY | 9,536 |
EXTRAORDINARY | 0 |
CHANGES | 0 |
NET INCOME | 7,107 |
EPS PRIMARY | 2.06 |
EPS DILUTED | 2.06 |
YIELD ACTUAL | 4.20 |
LOANS NON | 1,730 |
LOANS PAST | 349 |
LOANS TROUBLED | 0 |
LOANS PROBLEM | 0 |
ALLOWANCE OPEN | 3,932 |
CHARGE OFFS | 1,511 |
RECOVERIES | 178 |
ALLOWANCE CLOSE | 4,109 |
ALLOWANCE DOMESTIC | 4,109 |
ALLOWANCE FOREIGN | 0 |
ALLOWANCE UNALLOCATED | 0 |