form424b3.htm

Filed Pursuant to Rule 424(b)(3)
File No. 333-169200

PROSPECTUS SUPPLEMENT NO. 3
TO PROSPECTUS DATED MAY 23, 2012




Common Stock

This Prospectus Supplement No. 3 supplements and amends the prospectus dated May 23, 2012, as amended and supplemented by the Prospectus Supplement No. 1 dated May 30, 2012 and the Prospectus Supplement No. 2 dated August 21, 2012, which we collectively refer to as the Prospectus, which forms part of our Post-Effective Amendment No. 2 to Registration Statement on Form S-1 (Registration Statement No. 333-169200).  The Prospectus relates to the disposition from time to time of up to 1,502,468 shares of our common stock that we may issue to Dutchess Opportunity Fund, II, LP ("Dutchess"), pursuant to an Investment Agreement between us and Dutchess, dated July 7, 2010. We are not selling any common stock under the Prospectus or this Prospectus Supplement No. 3, and will not receive any of the proceeds from the sale of shares by the selling stockholder.

We are filing this Prospectus Supplement No. 3 to update, amend and supplement the information included or incorporated by reference in the Prospectus with the information contained in the current reports described below.

This Prospectus Supplement No. 3 includes our three Current Reports on Form 8-K, filed with the Securities and Exchange Commission on August 31, 2012, October 24, 2012 and October 30, 2012, respectively.

This Prospectus Supplement No. 3 should be read in conjunction with, and may not be delivered or utilized without, the Prospectus, including any amendments or supplements thereto.  This Prospectus Supplement No. 3 is qualified by reference to the Prospectus except to the extent that the information in this Prospectus Supplement No. 3 supersedes the information contained in the Prospectus.  All references in the Prospectus to "this prospectus" are hereby amended to read "this prospectus (as supplemented and amended)."

Our common stock is listed on the Nasdaq Global Select Market under the symbol "IBCP."  As of October 26, 2012, the closing sale price for our common stock on the Nasdaq Global Select Market was $3.26per share.

Investing in our common stock involves risks.  These risks are described under the caption "Risk Factors" beginning on page 7 of the Prospectus, as the same may be updated in prospectus supplements.
 
The shares of common stock offered are not savings accounts, deposits, or other obligations of any of our bank or non-bank subsidiaries and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

Neither the Securities and Exchange Commission, any state securities commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is October 31, 2012.

 
 

 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report:  August 28, 2012

INDEPENDENT BANK CORPORATION
(Exact name of registrant as
specified in its charter)
 
Michigan
0-7818
38-2032782
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

230 West Main Street
 
48846
Ionia, Michigan
  (Zip Code)
(Address of principal executive office)
   

Registrant's telephone number,
including area code:
(616) 527-5820

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 28, 2012, the Board of Directors of Independent Bank Corporation (the "Company") authorized the grant of restricted stock units ("RSU's"), under the terms of the Company's Long-Term Incentive Plan, to certain of the Company's named executive officers (the "NEO's").

The grants are intended to reflect, and compensate for the fact that, none of the NEO's is eligible to receive incentive-based compensation or participate in the Company's annual incentive plan.  The grants are also intended to promote the retention of the services of each NEO.  Consistent with the later objective, none of the RSU's vest until the third anniversary of the grant date and until the Company repays, in full, its obligations under the Troubled Asset Relief Program ("TARP").  The grants were awarded in accordance with the standards set forth in the Interim Final Rule of the US Department of Treasury in connection with TARP.  The grants were as follows:

Name of Executive Officer
 
Number of RSU's
 
       
William B. Kessel, President
    60,431  
Robert N. Shuster, EVP and CFO
    33,093  
David C. Reglin, EVP-Retail Banking
    32,517  
Stefanie M. Kimball, EVP and Chief Risk Officer
    32,517  
Mark L. Collins, EVP and General Counsel
    33,093  

 
 

 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
INDEPENDENT BANK CORPORATION
 
 
(Registrant)
 
     
Date:  August 31, 2012
/s/ Robert N. Shuster
 
 
By:  Robert N. Shuster
 
 
Its:  Executive Vice President and Chief Financial Officer
 

 
 

 
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report:  October 24, 2012

INDEPENDENT BANK CORPORATION
(Exact name of registrant as
specified in its charter)


Michigan
(State or other jurisdiction
of incorporation)
0-7818
(Commission File Number)
38-2032782
(IRS Employer
Identification No.)

230 West Main Street
Ionia, Michigan
(Address of principal executive office)
48846
(Zip Code)

Registrant's telephone number,
including area code:
(616) 527-5820

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 

 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 23, 2012, the Board of Directors of Independent Bank Corporation (the "Company") appointed William J. Boer to its Board of Directors as well as the Board of Directors of its wholly-owned subsidiary, Independent Bank (the "Bank").
 
Mr. Boer is president and founder of Grey Dunes, an independent family office advisory firm in Grand Rapids, Michigan.  Established in 2005, Grey Dunes assists high-net worth families in organizing wealth including estate planning, philanthropy, investment management and governance.

From 1995 to 2005, Mr. Boer served as vice president and chief operating officer of RDV Corporation, the family office of the Richard M. DeVos family. Richard M. DeVos is co-founder of Amway Corporation and owner of the NBA’s Orlando Magic. In this capacity, Mr. Boer was responsible for running the office’s day-to-day operations, which included managing investments, foundation administration, and financial services.
 
A graduate of Calvin College with a BA in Economics, Mr. Boer earned an MBA with honors in Finance and Strategic Planning from the University of Southern California and an MS in Higher Education from Indiana University. Prior to joining RDV Corporation in 1995, Mr. Boer was president of Michigan National Bank, Grand Rapids, and from 1987 to 1993 was vice president for administration and finance at Calvin College.
 
Drawing on his background in direct private equity investments, Mr. Boer also serves as part-owner and chairman of Best Metal Products, a hydraulic cylinder manufacturing company, and part-owner and vice chairman of Compatico, an office furniture manufacturing company, both of which are headquartered in West Michigan. Mr. Boer is actively involved in the strategic planning for each company.
 
Mr. Boer’s current community activities include serving on the boards of the Gerald R. Ford District of Boy Scouts of America (Mr. Boer is an Eagle Scout), the West Michigan Aviation Academy, as well as the Investment Committee of Calvin College. He is also chairman of the Helen DeVos Children’s Hospital Committee and serves on the board of Spectrum Health Hospital .

 
 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
INDEPENDENT BANK CORPORATION
 
(Registrant)
     
     
Date:  October 24, 2012
 
/s/ Robert N. Shuster
 
By:
Robert N. Shuster
 
Its:
Executive Vice President and
Chief Financial Officer
 
 
 

 
 


SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report:  October 30, 2012

INDEPENDENT BANK CORPORATION
(Exact name of registrant as specified in its charter)

Michigan
0-7818
38-2032782
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

230 West Main Street Ionia, Michigan
 
48846
(Address of principal executive office)    (Zip Code)

Registrant's telephone number,
including area code:
(616) 527-5820

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 

 
 
Item 2.02.
Results of Operations and Financial Condition

On October 30, 2012, Independent Bank Corporation issued a press release announcing its financial results for the quarter ended September 30, 2012.  A copy of the press release is attached as Exhibit 99.1.  Attached Exhibit 99.2 contains supplemental data to that press release.

The information in this Form 8-K and the attached Exhibits shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01. Financial Statements and Exhibits
 
Exhibits.

99.1
Press release dated October 30, 2012.

99.2
Supplemental data to the Registrant's press release dated October 30, 2012.

 
 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

     
INDEPENDENT BANK CORPORATION
 
     
(Registrant)
 
           
Date
            October 30, 2012  
By
          s/Robert N. Shuster
 
     
Robert N. Shuster, Principal Financial Officer
 
 
 
2

 
 
 

 
 

Exhibit 99.1
 

News Release

 
Independent Bank Corporation
 
230 West Main Street
 
Ionia, MI 48846
 
616.527.5820

For Release:
Immediately
   
Contact:
Robert Shuster, Chief Financial Officer, 616.522.1765
 
INDEPENDENT BANK CORPORATION REPORTS
2012 THIRD QUARTER RESULTS

IONIA, Mich., Oct. 30, 2012 - Independent Bank Corporation (Nasdaq: IBCP) reported third quarter 2012 net income applicable to common stock of $5.4 million, or $0.16 per diluted share, versus a net loss applicable to common stock of $5.2 million, or $0.61 per share, in the prior-year period.  For the nine months ended Sept. 30, 2012, the Company reported net income applicable to common stock of $11.0 million, or $0.36 per diluted share, compared to a net loss applicable to common stock of $14.6 million, or $1.78 per share, in the prior-year period.  For periods where the Company is reporting a profit, the diluted earnings per share calculation includes, among other things, the assumed conversion of mandatorily convertible preferred stock using a five-day average price per common share based on the applicable period end.

The Company’s third consecutive profitable quarter was highlighted by:

 
·
Additional improvement in asset quality, with non-performing assets down 7% during the quarter and 26% since the end of 2011.
 
·
A $5.9 million, or 96%, year-over-year decline in the quarterly provision for loan losses.
 
·
Strong mortgage-banking results with a $2.6 million, or 127%, year-over-year increase in quarterly net gains on mortgage loans.
 
·
Year-over-year growth in core deposits (excluding the pending impact of a branch sale).
 
·
Regulatory capital ratios that increased and remain above minimum requirements for “well-capitalized” institutions.

The previously announced sale of 21 branches to Chemical Bank (the “Branch Sale”) did not close in the third quarter of 2012.  The Branch Sale is now expected to close prior to year end 2012.

Michael M. Magee, the Chief Executive Officer of Independent Bank Corporation, commented: “We are very pleased to report  our third consecutive quarter of profitability in 2012 as well as further progress in improving asset quality, as evidenced by a reduction in our non-performing loans, loan net charge-offs and the provision for loan losses as compared to the year ago quarter.  We remain focused on building consistent profitability.  Our capital initiatives remain centered on strategies to convert the preferred stock owned by the U.S. Treasury into common stock and exiting TARP, while still preserving the potential future use of our net deferred tax asset, which totaled approximately $69.2 million at Sept. 30, 2012 and on which we have established a full valuation allowance.  The potential future recovery of this valuation allowance represents a source of capital that would be of substantial value to our shareholders. Also, the Branch Sale is expected to have a significant positive impact on our regulatory capital ratios.”
 
 
1

 

Operating Results

The Company’s net interest income totaled $21.5 million during the third quarter of 2012, a decrease of $2.3 million, or 9.8% from the year-ago period, and a decrease of $0.4 million, or 1.7% from the second quarter of 2012.  The Company’s net interest income as a percent of average interest-earning assets (the “net interest margin”) was 3.92% during the third quarter of 2012, compared to 4.59% in the year-ago period, and 4.02% in the second quarter of 2012. The net interest margin decreased due primarily to a change in asset mix, as higher yielding loans declined and lower yielding short-term investments increased.  The increase in lower yielding interest-bearing cash balances and other short-term investments, in part, reflects the Company’s efforts to increase liquidity in order to provide the future funding needed for the pending Branch Sale. The year-over-year decrease in net interest income was partially offset by an increase in average interest-earning assets, which rose to $2.18 billion in the third quarter of 2012 compared to $2.06 billion in the year-ago quarter and $2.18 billion in the second quarter of 2012.  The increase in average interest-earning assets in 2012 primarily reflects a rise in securities available for sale and overnight interest-bearing balances at the Federal Reserve Bank that were partially offset by a decline in loans.

For the first nine months of 2012, net interest income totaled $65.4 million, a decrease of $6.2 million, or 8.7% from 2011.  The Company’s net interest margin for the first nine months of 2012 decreased to 4.03% compared to 4.43% in 2011.  The reasons for the decline in net interest income for the first nine months of 2012 are generally consistent with those described above for the comparative quarterly periods.

Service charges on deposits totaled $4.7 million and $13.5 million, respectively, for the third quarter and first nine months of 2012, relatively unchanged when compared to $4.6 million and $13.7 million, respectively, in the year ago periods.  Interchange income was also relatively unchanged and totaled $2.3 million and $7.1 million for the third quarter and first nine months of 2012, respectively, compared to $2.4 million and $6.8 million, respectively, in the year ago periods.

Net gains on mortgage loans were $4.6 million in the third quarter of 2012, compared to $2.0 million in the year-ago quarter.  For the first nine months of 2012, net gains on mortgage loans totaled $12.0 million compared to $5.8 million in 2011. The increase in net gains relates primarily to a rise in mortgage loan sales volume associated with increased origination volume driven by record low interest rates.

Mortgage loan servicing generated a loss of $0.4 million and $2.7 million in the third quarters of 2012 and 2011, respectively. This decreased loss was due to the change in the impairment reserve (a $0.4 million impairment charge in the third quarter of 2012 compared to a $3.1 million impairment charge in the year-ago quarter) that was partially offset by a $0.4 million increase in the amortization of capitalized mortgage loan servicing rights.  The impairment charge in the third quarter of 2012 primarily reflects lower mortgage loan interest rates resulting in higher estimated future prepayment rates.  For the first nine months of 2012 and 2011, mortgage loan servicing generated a loss of $0.7 million and $1.9 million, respectively.  The first nine months comparative variance is primarily due to the change in the impairment reserve (a $0.6 million impairment charge in 2012 compared to a $3.2 million impairment charge in 2011) that was partially offset by a $1.3 million increase in the amortization of capitalized mortgage loan servicing rights.  Capitalized mortgage loan servicing rights totaled $10.2 million at Sept. 30, 2012 compared to $11.2 million at Dec. 31, 2011.  As of Sept. 30, 2012, the Company serviced approximately $1.76 billion in mortgage loans for others on which servicing rights have been capitalized.

Non-interest expenses totaled $29.3 million in the third quarter of 2012, compared to $31.5 million in the year-ago period.  The quarterly year-over-year decline in non-interest expenses was primarily due to decreases in net losses on other real estate and repossessed assets (down $1.6 million), credit card and bank service fees (down $0.4 million), and vehicle service contract counterparty contingencies (down $1.1 million).  These declines were partially offset by an increase in compensation and benefits (up $1.0 million) as well as a $0.9 million write down of property and equipment related to branches that will be closed in the fourth quarter of 2012.  For the first nine months of 2012, non-interest expenses totaled $86.8 million versus $97.2 million in 2011.  This decline in non-interest expenses was primarily due to decreases in loan and collection costs (down $2.0 million), occupancy costs (down $0.7 million), net losses on other real estate and repossessed assets (down $2.2 million), vehicle service contract counterparty contingencies expense (down $3.9 million), credit card and bank service fees (down $1.2 million), and other non-interest expenses (down $2.0 million).  These year-to-date declines were partially offset by an increase in compensation and benefits (up $1.6 million) as well as the aforementioned $0.9 million write down of property and equipment.  Credit related costs (loan and collection, net losses on other real estate and repossessed assets, and vehicle service contract counterparty contingencies) have declined significantly in 2012, which primarily reflects the overall decrease in the volume of problem credits (non-performing loans and “watch” credits), stabilization in collateral values, and lower expected incurred losses and reduced levels of payment plan receivables.  The increase in compensation and benefits primarily reflects expenses associated with reinstating certain employee incentive programs (including the Company’s employee stock ownership plan) that had been suspended or reduced in prior years.   This increase was partially offset by a 5.8% decline in full time equivalent employees in the first nine months of 2012 as compared to the prior year period.
 
 
2

 

Asset Quality

Commenting on asset quality, CEO Magee added:  "Our provision for loan losses decreased by $5.9 million, or 95.9%, in the third quarter of 2012 compared to the year-ago amount, primarily reflecting a reduction in non-performing loans, a lower level of watch credits, reduced loan net charge-offs, and an overall decline in total loan balances.  Since the start of this year, non-performing loans and commercial loan watch credits have declined by approximately 35% and 21%, respectively.  In addition, thirty- to eighty-nine day delinquency rates at Sept. 30, 2012 were 0.92% for commercial loans and 1.16% for mortgage and consumer loans. These are near to the lowest levels that we have seen in several years.  Nonetheless, we continue to focus on further improving asset quality and reducing credit related costs."
A breakdown of non-performing loans(1) by loan type is as follows:

Loan Type
 
9/30/2012
   
12/31/2011
   
9/30/2011
 
   
(Dollars in Millions)
 
Commercial
  $ 19.5     $ 29.3     $ 22.3  
Consumer/installment
    2.5       3.5       3.1  
Mortgage
    16.6       26.2       24.2  
Payment plan receivables(2)
    0.2       0.9       1.3  
Total
  $ 38.8     $ 59.9     $ 50.9  
Ratio of non-performing loans to total portfolio loans
    2.71 %     3.80 %     3.13 %
Ratio of non-performing assets to total assets
    2.88 %     4.07 %     3.66 %
Ratio of the allowance for loan losses to non-performing loans
    123.62 %     98.33 %     115.56 %

 
(1)
Excludes loans that are classified as “troubled debt restructured” that are still performing.
 
(2)
Represents payment plans for which no payments have been received for 90 days or more and for which Mepco has not yet completed the process to charge the applicable counterparty for the balance due. These balances exclude receivables due from Mepco counterparties related to the cancellation of payment plan receivables.

Non-performing loans have declined by $21.0 million, or 35.1%, since year-end 2011.  All categories of non-performing loans declined, but the principal decreases since year-end 2011 were in commercial loans and residential mortgage loans. The decline in non-performing loans primarily reflects loan net charge-offs, pay-offs, negotiated transactions and the migration of loans into ORE during 2012.  Non-performing commercial loans have declined by $58.5 million, or 75.0%, since they peaked in 2008.  Non-performing retail (residential mortgage and consumer/installment) loans have declined by $40.1 million, or 67.7%, since they peaked in 2009.  Other real estate and repossessed assets totaled $30.3 million at Sept. 30, 2012, compared to $34.0 million at Dec. 31, 2011.

The provision for loan losses was $0.3 million and $6.2 million in the third quarters of 2012 and 2011, respectively.  For the first nine months of 2012, the provision for loan losses totaled $6.4 million versus $21.0 million in 2011.  The level of the provision for loan losses in each period reflects the Company’s overall assessment of the allowance for loan losses, taking into consideration factors such as loan mix, levels of non-performing and classified loans, and loan net charge-offs.  Loan net charge-offs were $3.7 million (1.00% annualized of average loans) in the third quarter of 2012, compared to $7.9 million (1.89% annualized of average loans) in the third quarter of 2011.  Loan net charge-offs were $16.7 million (1.46% of average loans) and $30.1 million (2.35% of average loans) for the first nine months of 2012 and 2011, respectively.  The year to date declines in 2012 loan net charge-offs by category were: commercial loans $9.2 million; mortgage loans $3.2 million; and consumer/installment loans $0.9 million.  At Sept. 30, 2012, the allowance for loan losses totaled $48.0 million, or 3.35% of portfolio loans, compared to $58.9 million, or 3.73% of portfolio loans, at Dec. 31, 2011.

Balance Sheet, Liquidity and Capital

Total assets were $2.40 billion at Sept. 30, 2012, an increase of $93.4 million, or 4.0%, from Dec. 31, 2011.  Loans, excluding loans held for sale, were $1.43 billion at Sept. 30, 2012, compared to $1.58 billion at Dec. 31, 2011.  Deposits (including $405.9 million related to the aforementioned pending Branch Sale) totaled $2.17 billion at Sept. 30, 2012, an increase of $84.4 million from Dec. 31, 2011.  The increase in deposits is primarily due to growth in checking and savings.

Cash and cash equivalents totaled $460.5 million at Sept. 30, 2012, versus $341.1 million at Dec. 31, 2011. Securities available for sale totaled $230.2 million at Sept. 30, 2012, versus $157.4 million at Dec. 31, 2011.  This $72.7 million increase is primarily due to the purchase of residential mortgage-backed and U.S. government agency securities during the first nine months of 2012.
 
 
3

 

Total shareholders’ equity was $121.5 million at Sept. 30, 2012, or 5.1% of total assets.  Tangible common equity totaled $31.6 million at Sept. 30, 2012, or $3.59 per share.  The Company’s wholly owned subsidiary, Independent Bank, remains “well capitalized” for regulatory purposes with the following ratios:

Regulatory Capital Ratio
 
9/30/2012
   
12/31/2011
   
Well
Capitalized Minimum
 
                         
Tier 1 capital to average total assets
    7.29 %     6.77 %     5.00 %
Tier 1 capital to risk-weighted assets
    11.94 %     10.13 %     6.00 %
Total capital to risk-weighted assets
    13.22 %     11.41 %     10.00 %

About Independent Bank Corporation

Independent Bank Corporation (Nasdaq Symbol: IBCP) is a Michigan-based bank holding company with total assets of approximately $2.4 billion. Founded as First National Bank of Ionia in 1864, Independent Bank Corporation now operates convenient locations across Michigan’s Lower Peninsula through one state-chartered bank subsidiary. This subsidiary (Independent Bank) provides a full range of financial services, including commercial banking, mortgage lending, investments and title services. Independent Bank has received the “Highest Customer Satisfaction with Retail Banking in the North Central Region” from the J.D. Power and Associates 2012 Retail Banking Satisfaction StudySM.  The J.D. Power and Associates study results are based on experiences and perceptions of consumers surveyed January-February, 2012. Independent Bank Corporation is committed to providing exceptional personal service and value to its customers, stockholders and the communities it serves.

For more information, please visit our website at: www.IndependentBank.com.

Any statements in this news release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as "expect," "believe," "intend," "estimate," "project," "may" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are predicated on management's beliefs and assumptions based on information known to Independent Bank Corporation's management as of the date of this news release and do not purport to speak as of any other date. Forward-looking statements may include descriptions of plans and objectives of Independent Bank Corporation's management for future  operations, products or services, and forecasts of the Company's revenue, earnings or other measures of economic performance, including statements of profitability, estimates of credit quality trends, and statements about the potential value of our deferred tax assets. Such statements reflect the view of Independent Bank Corporation's management as of this date with respect to future events and are not guarantees of future performance.  These forward-looking statements involve assumptions and are subject to substantial risks and uncertainties, such as changes in Independent Bank Corporation's plans, objectives, expectations and intentions. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, the Company's actual results could differ materially from those discussed. Factors that could cause or contribute to such differences include the ability of Independent Bank Corporation to meet the objectives of its capital restoration plan, the ability of Independent Bank to remain well-capitalized under federal regulatory standards, the pace of economic recovery within Michigan and beyond, our ability to collect receivables from Mepco Finance Corporation’s counterparties related to cancellations of payment plans, changes in interest rates, changes in the accounting treatment of any particular item, the results of regulatory examinations, changes in industries where the Company has a concentration of loans, changes in the level of fee income, changes in general economic conditions and related credit and market conditions, and the impact of regulatory responses to any of the foregoing. Forward-looking statements speak only as of the date they are made. Independent Bank Corporation does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. For any forward-looking statements made in this news release or in any documents, Independent Bank Corporation claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
 
 
4

 

INDEPENDENT BANK CORPORATION AND SUBSIDIARIES
Consolidated Statements of Financial Condition

   
September 30,
   
December 31,
 
   
2012
   
2011
 
   
(unaudited)
 
Assets
 
(In thousands, except share amounts)
 
Cash and due from banks
  $ 56,911     $ 62,777  
Interest bearing deposits
    403,633       278,331  
Cash and Cash Equivalents
    460,544       341,108  
Trading securities
    38       77  
Securities available for sale
    230,186       157,444  
Federal Home Loan Bank and Federal Reserve Bank stock, at cost
    20,494       20,828  
Loans held for sale, carried at fair value
    41,969       44,801  
Loans held for sale, carried at lower of cost or fair value
    52,280       -  
Loans
               
Commercial
    603,538       651,155  
Mortgage
    537,107       590,876  
Installment
    197,736       219,559  
Payment plan receivables
    93,608       115,018  
Total Loans
    1,431,989       1,576,608  
Allowance for loan losses
    (48,021 )     (58,884 )
Net Loans
    1,383,968       1,517,724  
Other real estate and repossessed assets
    30,347       34,042  
Property and equipment, net
    47,062       62,548  
Bank-owned life insurance
    50,493       49,271  
Other intangibles
    6,793       7,609  
Capitalized mortgage loan servicing rights
    10,205       11,229  
Prepaid FDIC deposit insurance assessment
    10,229       12,609  
Vehicle service contract counterparty receivables, net
    18,773       29,298  
Property and equipment held for sale
    10,148       -  
Accrued income and other assets
    27,303       18,818  
Total Assets
  $ 2,400,832     $ 2,307,406  
Liabilities and Shareholders' Equity
               
Deposits
               
Non-interest bearing
  $ 485,109     $ 497,718  
Savings and interest-bearing checking
    853,603       1,019,603  
Retail time
    377,085       526,525  
Brokered time
    48,859       42,279  
Total Deposits
    1,764,656       2,086,125  
Deposits held for sale relating to branch sale
    405,850       -  
Other borrowings
    17,720       33,387  
Subordinated debentures
    50,175       50,175  
Vehicle service contract counterparty payables
    8,414       6,633  
Accrued expenses and other liabilities
    32,489       28,459  
Total Liabilities
    2,279,304       2,204,779  
Shareholders' Equity
               
Preferred stock, no par value, 200,000 shares authorized; 74,426 shares issued and outstanding at September 30, 2012 and December 31, 2011; liquidation preference: $84,099 at September 30, 2012 and $81,023 at December 31, 2011
    83,097       79,857  
Common stock, no par value, 500,000,000 shares authorized; issued and outstanding: 8,804,415 shares at September 30, 2012 and 8,491,526 shares at December 31, 2011
    250,080       248,950  
Accumulated deficit
    (203,217 )     (214,259 )
Accumulated other comprehensive loss
    (8,432 )     (11,921 )
Total Shareholders' Equity
    121,528       102,627  
Total Liabilities and Shareholders' Equity
  $ 2,400,832     $ 2,307,406  

 
5

 

INDEPENDENT BANK CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations

   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
June 30,
   
September 30,
   
September 30,
 
   
2012
   
2012
   
2011
   
2012
   
2011
 
   
(unaudited)
 
   
(In thousands)
 
                               
Interest Income
                             
Interest and fees on loans
  $ 23,385     $ 23,696     $ 27,222     $ 71,427     $ 84,808  
Interest on securities
                                       
Taxable
    655       933       297       2,246       1,108  
Tax-exempt
    261       244       301       801       931  
Other investments
    432       382       367       1,210       1,185  
Total Interest Income
    24,733       25,255       28,187       75,684       88,032  
Interest Expense
                                       
Deposits
    2,223       2,305       3,230       6,952       12,686  
Other borrowings
    1,059       1,120       1,183       3,351       3,738  
Total Interest Expense
    3,282       3,425       4,413       10,303       16,424  
Net Interest Income
    21,451       21,830       23,774       65,381       71,608  
Provision for loan losses
    251       1,056       6,171       6,438       21,029  
Net Interest Income After Provision for Loan Losses
    21,200       20,774       17,603       58,943       50,579  
Non-interest Income
                                       
Service charges on deposit accounts
    4,739       4,552       4,623       13,492       13,689  
Interchange income
    2,324       2,407       2,356       7,053       6,832  
Net gains (losses) on assets
                                       
Mortgage loans
    4,602       3,579       2,025       12,041       5,753  
Securities
    301       169       (57 )     1,154       271  
Other than temporary impairment loss on securities
                                       
Total impairment loss
    (70 )     (85 )     (4 )     (332 )     (146 )
Loss recognized in other comprehensive loss
    -       -       -       -       -  
Net impairment loss recognized in earnings
    (70 )     (85 )     (4 )     (332 )     (146 )
Mortgage loan servicing
    (364 )     (1,088 )     (2,655 )     (716 )     (1,885 )
Title insurance fees
    482       489       299       1,479       1,090  
(Increase) decrease in fair value of U.S. Treasury warrant
    (32 )     (25 )     29       (211 )     1,025  
Other
    2,560       3,044       2,639       8,208       7,793  
Total Non-interest Income
    14,542       13,042       9,255       42,168       34,422  
Non-interest Expense
                                       
Compensation and employee benefits
    13,610       13,506       12,654       39,598       38,032  
Loan and collection
    2,832       2,407       2,658       8,129       10,105  
Occupancy, net
    2,482       2,490       2,651       7,688       8,415  
Data processing
    2,492       2,450       2,502       7,281       7,227  
Furniture, fixtures and equipment
    1,194       1,307       1,308       3,795       4,228  
Legal and professional
    952       1,268       751       3,117       2,330  
FDIC deposit insurance
    816       816       885       2,489       2,772  
Communications
    785       826       863       2,486       2,700  
Net losses on other real estate and repossessed assets
    291       633       1,931       1,911       4,114  
Advertising
    647       639       740       1,842       1,964  
Credit card and bank service fees
    433       624       869       1,708       2,929  
Vehicle service contract counterparty contingencies
    281       326       1,345       1,078       5,002  
Write-down of property and equipment held for sale
    860       -       -       860       -  
Provision for loss reimbursement on sold loans
    193       126       251       751       1,020  
Costs (recoveries) related to unfunded lending commitments
    (538 )     (12 )     (172 )     (597 )     12  
Other
    1,966       2,077       2,226       4,692       6,385  
Total Non-interest Expense
    29,296       29,483       31,462       86,828       97,235  
Income (Loss) Before Income Tax
    6,446       4,333       (4,604 )     14,283       (12,234 )
Income tax benefit
    -       -       (482 )     -       (748 )
Net Income (Loss)
  $ 6,446     $ 4,333     $ (4,122 )   $ 14,283     $ (11,486 )
Preferred stock dividends and discount accretion
    1,093       1,092       1,043       3,241       3,102  
Net Income (Loss) Applicable to Common Stock
  $ 5,353     $ 3,241     $ (5,165 )   $ 11,042     $ (14,588 )

 
6

 

INDEPENDENT BANK CORPORATION AND SUBSIDIARIES
Selected Financial Data

   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
June 30,
   
September 30,
   
September 30,
 
   
2012
   
2012
   
2011
   
2012
   
2011
 
   
(unaudited)
 
Per Common Share Data
                             
Net Income (Loss) Per Common Share (A)
                             
Basic (B)
  $ .61     $ .38     $ (.61 )     $ 1.28     $ (1.78 )
Diluted (C)
    .16       .11       (.61 )     .36       (1.78 )
Cash dividends declared per common share
    .00       .00       .00       .00       .00  
                                         
Selected Ratios (D)
                                       
As a Percent of Average Interest-Earning Assets
                                       
Interest income
    4.52 %     4.65 %     5.44 %     4.67 %     5.45 %
Interest expense
    0.60       0.63       0.85       0.64       1.02  
Net interest income
    3.92       4.02       4.59       4.03       4.43  
Net Income (Loss) to (A)
                                       
Average common shareholders’ equity
    62.71 %     47.96 %     (56.07 )%     52.38 %     (52.57 )%
Average assets
    0.89       0.54       (0.89 )     0.62       (0.81 )
                                         
Average Shares
                                       
Basic (B)
    8,778,899       8,607,382       8,400,950       8,637,176       8,208,793  
Diluted (C)
    39,674,719       40,798,694       50,999,510       39,402,803       50,783,918  

(A) These amounts are calculated using net income (loss) applicable to common stock.  For any period in which net income is recorded, dividends on convertible preferred stock are added back in the diluted per share calculation.

(B) Average shares of common stock for basic net income (loss) per common share include shares issued and outstanding during the period and participating share awards.

(C) Average shares of common stock for diluted net income per common share include shares to be issued upon conversion of convertible preferred stock, shares to be issued upon exercise of common stock warrants, shares to be issued upon exercise of stock options, restricted stock units and stock units for a deferred compensation plan for non-employee directors.  For any period in which a loss is recorded, the assumed conversion of convertible preferred stock, assumed exercise of common stock warrants, assumed exercise of stock options, restricted stock units and stock units for a deferred compensation plan for non-employee directors would have an anti-dilutive impact on the loss per share and are thus ignored in the diluted per share calculation.

(D) Ratios have been annualized.
 
 
7

 
 
 

 
 

Exhibit 99.2

INDEPENDENT BANK CORPORATION AND SUBSIDIARIES
Supplemental Data

Non-performing assets(1)
           
   
September 30,
   
December 31,
 
   
2012
   
2011
 
   
(Dollars in thousands)
 
Non-accrual loans
  $ 38,785     $ 59,309  
Loans 90 days or more past due and  still accruing interest
    62       574  
Total non-performing loans
    38,847       59,883  
Other real estate and repossessed assets
    30,347       34,042  
Total non-performing assets
  $ 69,194     $ 93,925  
As a percent of Portfolio Loans
               
Non-performing loans
    2.71 %     3.80 %
Allowance for loan losses
    3.35       3.73  
Non-performing assets to total assets
    2.88       4.07  
Allowance for loan losses as a percent of  non-performing loans
    123.62       98.33  
 
(1)
Excludes loans classified as “troubled debt restructured” that are not past due and vehicle service contract counterparty receivables, net.
 
Troubled debt restructurings (“TDR”)                        
     
September 30, 2012
 
     
Commercial
     
Retail
     
Total
 
     
(In thousands)
 
Performing TDR’s
  $ 44,061     $ 88,441     $ 132,502  
Non-performing TDR’s (1)
    10,738       9,237 (2)     19,975  
Total
  $ 54,799     $ 97,678     $ 152,477  
 
     
December 31, 2011
 
     
Commercial
     
Retail
     
Total
 
     
(In thousands)
 
Performing TDR’s
  $ 29,799     $ 86,770     $ 116,569  
Non-performing TDR’s (1)
    14,567       14,081 (2)     28,648  
Total
  $ 44,366     $ 100,851     $ 145,217  
 
(1)
Included in non-performing assets table above.
(2)
Also includes loans on non-accrual at the time of modification until six payments are received on a timely basis.
 
 
1

 
 
Allowance for loan losses
 
Nine months ended
 
   
September 30,
 
   
2012
   
2011
 
         
Unfunded
         
Unfunded
 
   
Loans
   
Commitments
   
Loans
   
Commitments
 
   
(Dollars in thousands)
 
Balance at beginning of period
  $ 58,884     $ 1,286     $ 67,915     $ 1,322  
Additions (deduction)
                               
Provision for loan losses
    6,438       -       21,029       -  
Recoveries credited to allowance
    4,603       -       3,080       -  
Loans charged against the allowance
    (21,294 )     -       (33,204 )     -  
Reclassification to loans held for sale
    (610 )     -       -       -  
Additions (deductions) included in  non-interest expense
    -       (597 )     -       12  
Balance at end of period
  $ 48,021     $ 689     $ 58,820     $ 1,334  
                                 
Net loans charged against the allowance to average Portfolio Loans (annualized)
    1.46 %             2.35 %        

Alternative Sources of Funds
       
   
September 30,
   
December 31,
 
      2012       2011  
       
Average
           
Average
     
   
Amount
 
Maturity
 
Rate
   
Amount
 
Maturity
 
Rate
 
   
(Dollars in thousands)
 
Brokered CDs(1)
  $ 48,859  
0.8 years
    1.10 %   $ 42,279  
1.0 years
    1.59 %
Fixed-rate FHLB advances
    17,714  
4.8 years
    6.38       30,384  
3.3 years
    3.99  
Variable-rate FHLB advances(1)
    -                 3,000  
2.3 years
    0.51  
Total
  $ 66,573  
1.9 years
    2.51 %   $ 75,663  
2.0 years
    2.51 %

(1)
Certain of these items have had their average maturity and rate altered through the use of derivative instruments, such as pay-fixed interest-rate swaps.
 
 
2

 
 
Capitalization
           
   
September 30,
   
December 31,
 
   
2012
   
2010
 
   
(In thousands)
 
Subordinated debentures
  $ 50,175     $ 50,175  
Amount not qualifying as regulatory capital
    (1,507 )     (1,507 )
Amount qualifying as regulatory capital
    48,668       48,668  
Shareholders’ equity
               
Preferred stock
    83,097       79,857  
Common stock
    250,080       248,950  
Accumulated deficit
    (203,217 )     (214,259 )
Accumulated other comprehensive loss
    (8,432 )     (11,921 )
Total shareholders’ equity
    121,528       102,627  
Total capitalization
  $ 170,196     $ 151,295  

Non-Interest Income
           
   
Three months ended
   
Nine months ended
 
   
September 30,
   
June 31,
   
September 30,
   
September 30,
 
   
2012
   
2012
   
2011
   
2012
   
2011
 
   
(In thousands)
 
Service charges on deposit accounts
  $ 4,739     $ 4,552     $ 4,623     $ 13,492     $ 13,689  
Interchange income
    2,324       2,407       2,356       7,053       6,832  
Net gains (losses) on assets
                                       
Mortgage loans
    4,602       3,579       2,025       12,041       5,753  
Securities
    301       169       (57 )     1,154       271  
Other than temporary impairment loss on securities
                                       
Total impairment loss
    (70 )     (85 )     (4 )     (332 )     (146 )
Loss recognized in other comprehensive income
    -       -       -       -       -  
Net impairment loss recognized in earnings
    (70 )     (85 )     (4 )     (332 )     (146 )
Mortgage loan servicing
    (364 )     (1,088 )     (2,655 )     (716 )     (1,885 )
Investment and insurance commissions
    491       648       534       1,586       1,613  
Bank owned life insurance
    398       399       496       1,221       1,385  
Title insurance fees
    482       489       299       1,479       1,090  
(Increase) decrease in fair value of U.S. Treasury warrant
    (32 )     (25 )     29       (211 )     1,025  
Other
    1,671       1,997       1,609       5,401       4,795  
Total non-interest income
  $ 14,542     $ 13,042     $ 9,255     $ 42,168     $ 34,422  

Capitalized Mortgage Loan Servicing Rights
                       
   
Three months ended
September 30,
   
Nine months ended
 September 30,
 
   
2012
   
2011
   
2012
   
2011
 
   
(In thousands)
 
Balance at beginning of period
  $ 10,651     $ 14,741     $ 11,229     $ 14,661  
Originated servicing rights capitalized
    996       573       2,948       2,068  
Amortization
    (1,052 )     (688 )     (3,351 )     (2,011 )
Change in valuation allowance
    (390 )     (3,077 )     (621 )     (3,169 )
Balance at end of period
  $ 10,205     $ 11,549     $ 10,205     $ 11,549  
                                 
Valuation allowance at end of period
  $ 7,165     $ 6,379     $ 7,165     $ 6,379  
 
 
3

 
 
Mortgage Loan Activity
                             
   
Three months ended
   
Nine months ended
 
   
September 30,
   
June 30,
   
September 30,
   
September 30,
 
   
2012
   
2012
   
2011
   
2012
   
2011
 
   
(Dollars in thousands)
 
Mortgage loans originated
  $ 135,263     $ 136,835     $ 89,526     $ 384,896     $ 259,711  
Mortgage loans sold
    128,196       127,013       80,993       367,350       265,850  
Mortgage loans sold with servicing  rights released
    21,942       22,555       25,179       59,837       60,179  
Net gains on the sale of mortgage loans
    4,602       3,579       2,025       12,041       5,753  
Net gains as a percent of mortgage  loans sold (“Loan Sales Margin”)
    3.59 %     2.82 %     2.50 %     3.28 %     2.16 %
Fair value adjustments included in the Loan  Sales Margin
    0.29       0.19       0.15       0.45       (0.14 )

Non-Interest Expense
                             
   
Three months ended
   
Nine months ended
 
   
September 30,
   
June 30,
   
September 30,
   
September 30,
 
   
2012
   
2012
   
2011
   
2012
   
2011
 
   
(In thousands)
       
Compensation
  $ 9,702     $ 9,551     $ 10,158     $ 29,198     $ 29,990  
Performance-based compensation
    1,712       1,735       281       3,532       772  
Payroll taxes and employee benefits
    2,196       2,220       2,215       6,868       7,270  
Compensation and employee benefits
    13,610       13,506       12,654       39,598       38,032  
Loan and collection
    2,832       2,407       2,658       8,129       10,105  
Occupancy, net
    2,482       2,490       2,651       7,688       8,415  
Data processing
    2,492       2,450       2,502       7,281       7,227  
Furniture, fixtures and equipment
    1,194       1,307       1,308       3,795       4,228  
Legal and professional fees
    952       1,268       751       3,117       2,330  
FDIC deposit insurance
    816       816       885       2,489       2,772  
Communications
    785       826       863       2,486       2,700  
Net losses on other real estate and repossessed assets
    291       633       1,931       1,911       4,114  
Advertising
    647       639       740       1,842       1,964  
Credit card and bank service fees
    433       624       869       1,708       2,929  
Vehicle service contract counterparty contingencies
    281       326       1,345       1,078       5,002  
Supplies
    299       340       376       1,033       1,170  
Write-down of property and equipment held for sale
    860       -       -       860       -  
Amortization of intangible assets
    272       272       343       816       1,029  
Provision for loss reimbursement on sold loans
    193       126       251       751       1,020  
Costs (recoveries) related to unfunded lending commitments
    (538 )     (12 )     (172 )     (597 )     12  
Other
    1,395       1,465       1,507       2,843       4,186  
Total non-interest expense
  $ 29,296     $ 29,483     $ 31,462     $ 86,828     $ 97,235  

 
4

 
 
Average Balances and Rates                                                
     
Three Months Ended
 
     
September 30,
 
     
2012
     
2011
 
     
Average
                     
Average
                 
     
Balance
     
Interest
     
Rate(3)
     
Balance
     
Interest
     
Rate(3)
 
Assets (1)
   
(Dollars in thousands)
 
Taxable loans   $ 1,532,773     $ 23,312       6.05 %   $ 1,668,940     $ 27,140       6.47 %
Tax-exempt loans (2)
    6,709       73       4.33       7,728       82       4.21  
Taxable securities
    217,427       655       1.20       49,911       297       2.36  
Tax-exempt securities (2)
    26,116       261       3.98       29,259       301       4.08  
Cash – interest bearing
    377,899       243       0.26       282,170       179       0.25  
Other investments
    20,494       189       3.67       21,005       188       3.55  
Interest Earning Assets
    2,181,418       24,733       4.52       2,059,013       28,187       5.44  
Cash and due from banks
    56,289                       56,233                  
Other assets, net
    161,971                       192,282                  
Total Assets
  $ 2,399,678                     $ 2,307,528                  
                                                 
Liabilities
                                               
Savings and interest-bearing checking
  $ 1,079,389       494       0.18     $ 1,008,525       608       0.24  
Time deposits
    549,319       1,729       1.25       577,723       2,622       1.80  
Other borrowings
    67,994       1,059       6.20       86,696       1,183       5.41  
Interest Bearing Liabilities
    1,696,702       3,282       0.77       1,672,944       4,413       1.05  
Non-interest bearing deposits
    545,945                       477,093                  
Other liabilities
    40,477                       42,614                  
Shareholders’ equity
    116,554                       114,877                  
Total liabilities and shareholders’ equity
  $ 2,399,678                     $ 2,307,528                  
                                                 
Net Interest Income           $ 21,451                     $ 23,774          
                                                 
Net Interest Income as a Percent  of Average Interest Earning Assets
                    3.92 %                     4.59 %
 
(1)
All domestic, except for $0.01 million for the three months ended September 30, 2011, of average payment plan receivables included in taxable loans for customers domiciled in Canada.
(2)
Interest on tax-exempt loans and securities is not presented on a fully tax equivalent basis due to the current net operating loss carryforward position and the deferred tax asset valuation allowance.
(3)
Annualized.
 
 
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Average Balances and Rates                                                
      Nine Months Ended  
        September 30,  
     
2012
     
2011
 
     
Average
                     
Average
                 
     
Balance
     
Interest
     
Rate(3)
     
Balance
     
Interest
     
Rate(3)
 
Assets (1)
   
(Dollars in thousands)
 
Taxable loans   $ 1,557,164     $ 71,209       6.11 %   $ 1,728,076     $ 84,554       6.54 %
Tax-exempt loans (2)
    7,010       218       4.15       8,064       254       4.21  
Taxable securities
    221,245       2,246       1.36       51,010       1,108       2.90  
Tax-exempt securities (2)
    26,563       801       4.03       30,087       931       4.14  
Cash – interest bearing
    334,426       638       0.25       319,288       605       0.25  
Other investments
    20,628       572       3.70       22,486       580       3.45  
Interest Earning Assets
    2,167,036       75,684       4.67       2,159,011       88,032       5.45  
Cash and due from banks
    54,619                       52,475                  
Other assets, net
    163,058                       191,215                  
Total Assets
  $ 2,384,713                     $ 2,402,701                  
                                                 
Liabilities
                                               
Savings and interest-bearing checking
  $ 1,071,169       1,452       0.18     $ 1,005,436       1,805       0.24  
Time deposits
    565,731       5,500       1.30       687,043       10,881       2.12  
Other borrowings
    73,714       3,351       6.07       95,337       3,738       5.24  
Interest Bearing Liabilities
    1,710,614       10,303       0.80       1,787,816       16,424       1.23  
Non-interest bearing deposits
    524,615                       456,514                  
Other liabilities
    39,810                       43,977                  
Shareholders’ equity
    109,674                       114,394                  
Total liabilities and shareholders’ equity
  $ 2,384,713                     $ 2,402,701                  
                                                 
Net Interest Income           $ 65,381                     $ 71,608          
                                                 
Net Interest Income as a Percent  of Average Interest Earning Assets
                   
4.03
%                    
4.43
%
 
(1)
All domestic, except for $0.02 million for the three months ended September 30, 2011, of average payment plan receivables included in taxable loans for customers domiciled in Canada.
(2)
Interest on tax-exempt loans and securities is not presented on a fully tax equivalent basis due to the current net operating loss carryforward position and the deferred tax asset valuation allowance.
(3)
Annualized.

 
6

 

Commercial Loan Portfolio Analysis as of September 30, 2012
       
                               
 
Total Commercial Loans
       
         
Watch Credits
         
Percent of
Loan
 
Loan Category
 
All Loans
   
Performing
   
Non-
performing
   
Total
   
Category in Watch Credit
 
   
(Dollars in thousands)
       
Land
  $ 14,547     $ 1,319     $ 3,570     $ 4,889       33.6 %
Land Development
    15,195       5,857       864       6,721       44.2  
Construction
    15,892       639       165       804       5.1  
Income Producing
    220,217       39,653       7,741       47,394       21.5  
Owner Occupied
    232,157       29,197       6,218       35,415       15.3  
Total Commercial Real Estate Loans (1)
  $ 498,008     $ 76,665       18,558     $ 95,223       19.1  
                                         
Other Commercial Loans(1)
  $ 136,398     $ 16,715       959     $ 17,674       13.0  
Total non-performing commercial loans
                  $ 19,517                  

(1)
The total of these two categories is different than the September 30, 2012, Consolidated Statement of Financial Condition due primarily to loans in process.  Includes loans held for sale relating to branch sale.
 
 
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