More annual reports from Level One Bancorp, Inc.:
2020 ReportGROWTH AND PROFITABILITY 2015 Annual Report CORPORATE OFFICE 32991 Hamilton Court Farmington Hills, MI 48334 248-737-0300 MORTGAGE LOAN PRODUCTION OFFICE 2750 South State Street Ann Arbor, MI 48104 734-794-5225 Ferndale 22635 Woodward Avenue Ferndale, MI 48220 248-414-6500 Northville 20550 Haggerty Road Northville, MI 48167 248-380-6590 Novi 44350 W. 12 Mile Road Novi, MI 48377 248-735-1000 Sterling Heights 43683 Schoenherr Road Sterling Heights, MI 48313 586-412-1800 CONTACT INFORMATION Toll Free: 888-880-5663 Phone: 248-737-0300 Fax: 248-536-5060 Email: contact@levelonebank.com LevelOneBank.com BRANCH LOCATIONS Birmingham 1732 West Maple Road Birmingham, MI 48009 248-723-4800 Bloomfield Township 37100 Woodward Avenue Bloomfield Township, MI 48304 248-530-7401 Detroit 1420 Washington Boulevard Detroit, MI 48226 313-309-9980 Farmington Hills 37000 Grand River Avenue Farmington Hills, MI 48335 248-912-6040 31000 Northwestern Highway Farmington Hills, MI 48334 248-538-7600 30201 Orchard Lake Road Farmington Hills, MI 48334 248-737-1110 Member FDIC Level One Board Of Directors To Our Shareholders 2015 marked our eighth year in business. I am pleased to report that we had an exceptional year by any measure. Through planning, execution, and hard work our dedicated team continues to take Level One Bank to higher levels. In 2015, our net income was $12.8 million. These results included a $2.1 million (after-tax) gain as a result of our successfully negotiated exit from the FDIC Loss Share Agreement associated with a prior acquisition. These year-end financial results reflect a 14.6% Return on Equity and 1.4% Return on Assets which rank Level One Bank amongst the top of our industry peers. Additionally, the independent year-end appraisal of Level One Bank Common Shares reflects a value of $20.75 per share, a substantial increase from the prior year-end. The second half of 2015 set the stage for immense opportunities in 2016 as we entered a definitive agreement to acquire Farmington Hills based Bank of Michigan. The completion of this transaction in 2016 will take our Bank to the next level of growth with over $1.0 billion in assets and increased earnings. We also announced plans to invest in the resurgence of Detroit by opening a new branch in the heart of the Downtown area (now open at 1420 Washington Blvd.). Looking ahead to 2016, we remain a community bank that is shareholder- committed, customer-focused and community-involved. We set ourselves apart as an entrepreneurial bank that provides clients with access to key decision makers and a team of responsive, engaged bankers. We were able to achieve this financial performance as a result of our quality growth. During the year we saw Total Assets grow by 29% to over $923 million. This included the acquisition of Lotus Bank in early 2015 which also added two branches, bringing our total number of branches to ten convenient locations throughout the area. We also continued to significantly invest in both our Commercial Banking and Residential Mortgage teams to take advantage of opportunities for continuing growth. We did all of this while maintaining a very high level of quality within our loan portfolio. As we near a billion dollars in assets, we believe the future looks bright with a solid foundation of talented people, quality relationships and strong financial performance. Thank you for your continued support. Sincerely, Patrick J. Fehring President and CEO “Through planning, execution, and hard work our dedicated team continues to take Level One Bank to higher levels.” – Patrick J. Fehring President and CEO From left to right: Michael A. Brillati, CEO, Salus Group; James Bellinson, Managing Director, Riverstone Communities; Barbara E. Allushuski, President & CEO, Blue Heron Talent, LLC; Mark J. Herman, President & COO, ANYI Management Company; Lead Board Director, Thomas A. Fabbri, President & CEO, Aaro Companies; Stefan Wanczyk, President & CEO, Utica Enterprises, Inc.; Patrick J. Fehring, President & CEO, Level One Bank; Shukri W. David, M.D., FACC, Physician Chair, Heart & Vascular Center of Excellence, St. John Providence Health System. Clinical Professor of Medicine Wayne State University School of Medicine; Victor L. Ansara, President & CEO, Ansara Restaurant Group, Inc.; Steven H. Rivera, D.O., MBA, FACEP, Board of Trustees Ascension Southeastern Michigan. President-Elect Medical Staff, St. John Providence Hospital. Managing Partner, Independent Emergency Physicians, P.C. Annual Report 2015 | 1 Growth Profitability Through organic expansion and acquisition, Level One Bank took growth to new heights. Our commercial division continues to make great strides, growing loans by 42% in 2015. Mortgage and home equity lines of credit grew by 36%, exceeding $100 million for the first time. Deposit growth was outstanding with a 42% increase, representing the best year in Level One Bank’s history. Fueling this growth was our diverse and talented staff; bringing proven experience, business acumen and superior service to existing customers while cultivating and growing our overall customer base. We continue to attract new, key talent from financial competitors; each professional bringing significant expertise and a portfolio of additional clients. Contributing to our ability to attract top talent is the unique culture we’ve built and our recognition in the marketplace as a great place to work. For the third consecutive year, Level One Bank was named one of Metro Detroit’s Best & Brightest Companies to Work For. As the economy continued to improve, we gained increasing opportunities in the areas of residential construction lending while our communities began to build again. Additionally, our physician loan program – available for those in the medical, dental, veterinary and chiropractic areas – has provided jump-start capital, particularly in support of individuals completing medical school and residency. The economic climate also provided opportunities for Level One Bank to get creative to help local entrepreneurs grow their businesses. Our Entrepreneurial Line of Credit (eLine) was launched as an unsecured line of credit offering small business owners up to $25,000, filling a gap in the industry where most banks only offer traditional credit cards. Our forward movement also took our Bank into the City of Detroit. Construction on our newest branch began in the fourth quarter and opened to the public in January 2016. In Detroit, we are well positioned to offer additional support to our existing clients in the area while nurturing new commercial and consumer relationships. Level One Bank is poised to take a key role in the city and its rebirth, located in the very epicenter of the Tri-County area. 2015 was a year of remarkable financial performance for Level One Bank, starting early in the first quarter when we terminated the FDIC Loss Share Agreement related to the Paramount Bank acquisition of 2010. This termination resulted in an after- tax gain of $2.1 million and allows Level One Bank to manage the Paramount loans without the costs and restrictions of the Loss Share Agreement. Core profitability improved significantly in 2015 as a result of strong organic loan and deposit growth, improved efficiency of expenses as compared to revenue and solid credit performance with overall net recoveries. Reflective of our entrepreneurial spirit, acquisition remained another growth cornerstone for Level One Bank. 2015 saw a smooth transition and integration of like-minded cultures and employees as we welcomed Lotus Bank into our operations. Upon closing the Lotus Bank transaction in February 2015, assets grew to $844 million, bringing new customers and expanding our branch footprint by two. Following the integration of Lotus Bank, Level One Bank entered into a definitive agreement to acquire Bank of Michigan with the deal closing in the first quarter of 2016. This acquisition will bring Level One Bank over the milestone of $1.0 billion in assets, creating one of the largest community banks in Southeast Michigan. Throughout the year, we continued Level One Bank’s tradition of outstanding credit performance along with our robust growth. As the year concluded, Level One Bank realized all-time record profits – better than the previous three years combined; a testament to the value we provide our customers and the communities we serve. As the year concluded, Level One Bank realized all-time record profits - better than the previous three years combined; a testament to the value we provide our customers and the communities we serve. Annual Report 2015 | 2 Our newest branch located at 1420 Washington Blvd. in Detroit Annual Report 2015 | 3 Our Clients VAST has proven experience in designing and delivering complete electronic/electromechanical products, solutions and manufacturing services. VAST Production Services Light manufacturing and engineering firm VAST Production Services came to Level One Bank via the Lotus Bank acquisition in 2015. “The transition has been excellent. The Level One executive team guided us every step of the way,” said Accounting Manager Laura Gares. Established in 1996, VAST Production Services is a Michigan-based business that wanted to partner with a Michigan bank. “We’ve received exceptional support from everyone at Level One,” she added. Gares sites online banking, fund transfers, ease of ACH payments and remote deposit services as helping to increase financial management efficiencies. The company, with 44 employees, has seen significant increases in sales and Level One Bank has helped respond to the growing needs of the business. CMAC Transportation and Logistics CMAC Transportation and Logistics is a regional truckload provider with more than 300 employees. Frustrated with delays in loan processing which hampered business activity, the company left their bank to become a Level One Bank customer because the Bank offered “a different approach that was more in tune with customer needs,” said Scott Christie, President of CMAC. CMAC, which generates nearly $40 million in annual revenue, needed a bank that offered flexibility, support and understood the particular needs of the trucking industry. “It is so refreshing to have someone get in the trenches with you and understand what you do,” Christie added. CMAC and its related companies Superior Global Logistics and MSH Logistics are committed to their Michigan roots and community engagement, supporting a host of Southeast Michigan non-profit organizations since founding the company in 2001. The family-owned leaders of the business appreciated that Level One Bank shared a similar philosophy to community involvement. “Working with a Michigan bank keeps dollars in Michigan and we feel good about that,” CMAC Partner Heather DePaul said. CMAC provides domestic and international warehousing, consolidation, transportation and logistics services for a wide range of automotive and general commodity industries. Annual Report 2015 | 4 Annual Report 2015 | 5 Our Communities Walking in support of the March of Dimes Enjoying our best friends at work while raising money for a good cause during Bring Your Dog to Work Day Building brand awareness during the MHSAA football finals at Ford Field in Detroit Community investment and community partnerships. Both are key to Level One Bank’s mission and business model. Teaching financial literacy classes at The Empowerment Plan in Detroit Our involvement with Macomb County Habitat for Humanity® represents just such a collaboration, with Level One Bank assisting the non-profit along with the clients it serves. We provided the guidance, expertise and resources necessary for navigating new changes in the mortgage regulatory environment, helping to originate loans on Habitat’s behalf and make home ownership a reality for those who would otherwise be unable to attain it. Our work with Habitat resulted in our nomination for the 2015 Spirit Award, an award presented to a company whose support and partnership ‘exceeded the norm in every way’. Level One Bank’s financial know-how and proficiency created an opportunity to aid employees of The Empowerment Plan in the area of financial literacy. In 2015, we committed resources to develop a comprehensive financial literacy curriculum and free training program for individuals and non- profits located in the communities we serve. Level One Bank volunteers have provided countless hours of financial education training from goal setting and household budgeting to credit basics and payday lender risks. “Scores of other banks walked away from this challenge because there was no real profit in this work for them or because they could not find a way to embrace the community credits.” – Macomb County Habitat for Humanity We also continued our relationship with a number of community organizations including Community Connections, Community Social Services, Cornerstone Schools, Friendship Circle, Habitat for Humanity Oakland County, Heat & Warmth Fund, Jain Society, JARC, Jewish Federation of Metro Detroit, Junior Achievement, March of Dimes, Meals on Wheels, Neighborhood House, Operation Give, Read to a Child, Rebuild Together Oakland County, YMCA and many more. Volunteering at Gleaners Community Food Bank of Southeast Michigan Annual Report 2015 | 6 Annual Report 2015 | 7 Consolidated Balance Sheets - Level One Bancorp, Inc. Years ended December 31, 2015 and 2014 (Dollars in thousands, except per share data) Consolidated Statements of Changes in Shareholders’ Equity - Level One Bancorp, Inc. Years ended December 31, 2015, 2014 and 2013 (Dollars in thousands, except per share data) ASSETS Cash and due from financial institutions Securities available for sale Federal Home Loan Bank stock Mortgage loans held for sale, at fair value Loans Acquired loans Originated loans Less: Allowance for loan losses Net loans FDIC indemnification asset Premises and equipment, net Goodwill Other intangible assets, net Other assets Total assets LIABILITIES AND SHAREHOLDERS’ EQUITY Deposits Demand Savings Time Total deposits Borrowings Subordinated debentures FDIC true-up payable Other liabilities Total liabilities Shareholders’ equity Preferred stock, Series A, no shares issued and outstanding (2015), $1,000 per share par value ($11,301 liquidation preference), 50,000 shares authorized, 11,301 shares outstanding (2014) Common stock, no par value; 20,000,000 shares authorized; 6,309,783 (2015) and 6,302,648 (2014) shares issued and outstanding Retained earnings Accumulated other comprehensive income (loss) Total shareholders’ equity Total liabilities and shareholders’ equity 2015 $ 16,036 116,702 4,052 3,656 107,121 652,597 (7,890) 751,828 - 11,949 4,549 647 15,244 2014 $ 16,994 98,769 4,250 3,331 58,919 505,232 (5,589) 558,562 3,503 10,598 - 513 18,688 $ 924,663 $ 715,208 $ 491,855 7,760 284,500 784,115 34,510 14,733 - 5,671 839,029 $ 327,926 8,033 206,038 541,997 78,387 - 3,938 6,465 630,787 - 11,287 57,640 28,345 (351) 85,634 $ 924,663 57,501 15,929 (296) 84,421 $ 715,208 BALANCE AT JANUARY 1, 2013 Net income Issuance of common stock (1,481,888 shares) Preferred stock dividends Stock based compensation expense Issuance costs Other comprehensive loss BALANCE AT DECEMBER 31, 2013 Net income Exercise stock options (35,000 shares) Preferred stock dividends Stock based compensation expense Other comprehensive income BALANCE AT DECEMBER 31, 2014 Net income Exercise stock options (2,835 shares) Preferred stock dividends Preferred stock redemption Stock based compensation expense Other comprehensive income BALANCE AT DECEMBER 31, 2015 Preferred Stock $11,287 - - - - - - Common Stock $57,057 - - - 58 - - Retained Earnings Accumulated Other Comprehensive Income (loss) Total Shareholders’ Equity $10,357 $ 58 $78,759 3,915 - (113) - - - - - - - - (3,086) 3,915 - (113) 58 - (3,086) $11,287 $57,115 $14,159 $ (3,028) $79,533 - - - - - $11,287 - - - (11,287) - - - 320 - 66 - 1,883 - (113) - - - - - - 2,732 $57,501 $15,929 $ (296) - 25 - - 114 - 12,528 - (112) - - - - - - - - (55) - $57,640 $28,345 $ (351) 1,883 320 (113) 66 2,732 $84,421 12,528 25 (112) (11,287) 114 (55) $85,634 Annual Report 2015 | 8 Annual Report 2015 | 9 Consolidated Statements of Income - Level One Bancorp, Inc. Years ended December 31, 2015, 2014 and 2013 (Dollars in thousands, except per share data) Consolidated Statements of Cash Flows - Level One Bancorp, Inc. Years ended December 31, 2015, 2014 and 2013 (Dollars in thousands, except per share data) Total Assets Total Loans Net Interest Margin INTEREST INCOME Originated loans, including fees Acquired loans, including fees Securities FDIC indemnification asset amortization Federal funds sold and other Total interest income INTEREST EXPENSE Deposits Borrowed funds Subordinated debentures Total interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses NON-INTEREST INCOME Services charges on deposits Net gain on sale of securities Net gain on sale of residential mortgage loans Net gain on sale of commercial loans Loss sharing Gain on FDIC loss share agreement termination Other charges and fees Total non-interest income NON-INTEREST EXPENSE Salaries and benefits Occupancy and equipment Professional services Marketing Printing and supplies Data processing Other Total non-interest expense Income before income taxes Income taxes Net income Less: Preferred stock dividends 2015 $26,978 11,762 2,525 - 70 41,335 3,512 252 28 3,792 37,543 1,359 36,184 972 280 1,701 92 - 3,117 1,052 7,214 14,663 2,792 892 567 349 1,350 4,275 24,888 18,510 5,982 12,528 112 2014 $20,753 11,943 2,370 (8,676) 32 26,422 2,500 153 - 2,653 23,769 2,743 21,026 835 149 1,445 - (1,113) - 1,010 2,326 12,758 2,353 900 425 357 1,134 3,264 21,191 2,161 278 1,883 113 2013 $ 16,590 13,039 1,808 (6,475) 30 24,992 2,119 146 - 2,265 22,727 574 22,153 656 155 2,378 168 (665) - 586 3,278 11,809 2,086 1,024 521 346 1,162 2,850 19,798 5,633 1,718 3,915 113 Net income attributable to common shareholders $12,416 $ 1,770 $ 3,802 Earnings per share: Basic Diluted $ 1.97 $ 1.91 $ 0.28 $ 0.28 $ 0.61 $ 0.60 Annual Report 2015 | 10 CASH FLOWS FROM OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash from operating activities Depreciation Amortization of core deposit intangibles Provision for loan losses Discount on SBA/USDA retained loans Net amortization of securities Net realized gain on sales of securities Origination of loans held for sale Proceeds from sales of loans originated for sale Net gain on sales on loans Net accretion on acquired purchase credit impaired loans OREO write downs Loss (gain) on sale of OREO Stock based compensation expense Accretion of FDIC true up liability Increase in cash surrender value of life insurance Net change in: Accrued interest receivable and other assets Accrued interest payable and other liabilities Net cash from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Available-for-sale securities Sales Maturities, prepayments and call Purchases Purchase of FHLB stock Redemption of FHLB stock Loan originations and payments, net Proceeds from sale of OREO Additions to premises and equipment Net cash used in acquisition 2015 $ 12,528 2014 $ 1,883 2013 $ 3,915 1,026 154 1,359 33 864 (280) (58,245) 59,622 (1,793) (6,960) 105 (181) 114 - (100) 4,952 (1,454) 11,744 50,801 12,610 (68,072) - 313 (109,972) 714 (1,050) (965) 845 112 2,743 78 1,061 (149) (47,876) 50,972 (1,445) (8,524) 64 (209) 66 324 (100) 6,508 713 7,066 23,084 15,504 (25,871) (1,739) 6 (101,173) 1,804 (890) - 712 118 574 172 1,630 (155) (81,820) 85,643 (2,546) (9,729) 215 71 58 241 (102) 9,517 671 9,185 22,161 21,596 (84,029) - 28 (97,906) 1,150 (1,320) - Net cash from investing activities (115,621) (89,275) (138,320) CASH FLOWS FROM FINANCING ACTIVITIES Net change in deposits Repayment of Federal Home Loan Bank advances Proceeds from Federal Home Loan Bank advances Increase (decrease) in short term borrowings Proceeds from issuance of subordinated debentures Preferred stock dividends Redemption of preferred stock Proceeds from exercised stock options Net cash from financing activities Change in cash and cash equivalents Cash and cash equivalents at beginning of year 145,358 (37,000) 35,000 (43,798) 14,733 (112) (11,287) 25 102,919 (958) 16,994 38,119 - 5,000 44,899 - (113) - 320 88,225 6,016 10,978 108,638 - - 12,641 - (113) - - 121,166 (7,969) 18,947 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 16,036 $ 16,994 $ 10,978 Supplemental cash flow information Interest paid Taxes paid Supplemental schedule of investing activities: Transfer from loans to OREO Asset acquired – Lotus Bank Liabilities assumed – Lotus Bank $ 3,603 1,050 $ 2,647 2,700 $ 2,271 1,500 399 111,428 98,906 1,019 - - 2,183 - - Organic growth and the acquisition of Lotus Bank drove an increase in assets of 29% in 2015. More than 90% of the asset growth was in loans. This growth occurred despite loan pay downs from the previous acquisitions. The Company's loans are its main revenue engine, and the loan yield increased more than the cost of funds increased, resulting in the Company's net interest margin rising to 4.6%. Uncovered Charge Offs / Average Assets Non-interest Expense/ Average Assets Net Income Credit quality remains exceptional with a net recovery in 2015. Return on Average Assets Offsetting net interest revenue is non-interest expense (e.g., salaries, occupancy, data processing, etc.) In 2015, the Company decreased its non-interest expense ratio to 2.9%. The combination of a higher net interest margin and increased balance sheet size propelled the Company to a record year of earnings. The Company's net income as percent of assets increased to a record 1.43%. Annual Report 2015 | 11 2015 The Year In Review 1 Quarter • • • Opened our first mortgage loan production office in Ann Arbor Developed and launched an Entrepreneurial Line of Credit (eLine) offering small business owners up to $25,000 unsecured Completed the acquisition of Lotus Bank, gained two new branches and grew assets to $844 million 2 Quarter • • • Named ‘Community Lender of the Year’ by the U.S. Small Business Administration (SBA) Named ‘Export Lender of the Year’ by the U.S. Small Business Administration (SBA) for second consecutive year Honored by our commercial client, ChemicoMays, as their Supplier of the Year 3 Quarter • • Honored as one of Metro Detroit’s ‘101 Best & Brightest Companies to Work For’ third consecutive year Announced plans to open a new branch in Downtown Detroit 4 Quarter • • • Entered into a definitive agreement to acquire Bank of Michigan Introduced Chip Cards to consumer and business clients with enhanced security features Achieved superior 5-Star BauerFinancial rating for 20th consecutive quarter, or five years Annual Report 2015 | 12 LEVEL ONE EXECUTIVE TEAM From left to right: Eva Scurlock, SVP, Credit Administration; Timothy R. Mackay, SVP, Retail & Consumer Banking; Patrick J. Fehring, President & CEO; David Walker, EVP, CFO & Treasurer; Gregory A. Wernette, EVP, CLO
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