Same commitment. - Seaway Bank and Trust Company
Same commitment. - Seaway Bank and Trust Company
Same commitment. - Seaway Bank and Trust Company
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<strong>Seaway</strong> Bancshares, Inc. 2008 Annual Report<br />
New name.<br />
New look.<br />
<strong>Same</strong> <strong>commitment</strong>.
New name.<br />
New look.<br />
<strong>Same</strong> <strong>commitment</strong>.<br />
<strong>Seaway</strong> Bancshares, Inc.<br />
Financial highlights year ended: december 31, 2008 December 31, 2007 % Change<br />
Total Stockholders’ Equity $30,140,014 $29,107,889 3.54%<br />
Return on Average Equity 9.62% 9.92% (3.02)%<br />
Total Assets $363,575,457 $346,734,308 4.86%<br />
<strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> <strong>Trust</strong> <strong>Company</strong><br />
Financial highlights year ended: december 31, 2008 December 31, 2007 % Change<br />
Net Income $3,286,353 $3,201,531 2.65%<br />
Total Deposits $315,295,240 $301,033,769 4.74%<br />
Total Loans $196,822,548 $181,246,604 8.59%<br />
Quality Service Statement<br />
<strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> <strong>Trust</strong> <strong>Company</strong> will develop <strong>and</strong> deliver products <strong>and</strong> services that satisfy<br />
the financial needs of our customers. Our goal is to be recognized as the premier quality<br />
bank in the community we serve. All marketing, products, systems, processes <strong>and</strong> training<br />
will be designed to prevent errors <strong>and</strong> to provide customers with consistently high levels of<br />
quality service, which will be monitored continuously.<br />
If service problems develop, emphasis will be placed on timely <strong>and</strong> courteous resolution,<br />
including responsive communication with the customer. Success will be measured in terms<br />
of our ability to meet customers’ requirements, <strong>and</strong> employees will be rewarded for quality<br />
performance.<br />
Table of Contents<br />
1 Letter to Our Shareholders<br />
7 Consolidated Financial Statements <strong>Seaway</strong> Bancshares, Inc. <strong>and</strong> Subsidiary<br />
11 Financial Statements <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> <strong>Trust</strong> <strong>Company</strong><br />
15 Notes to Financial Statements<br />
23 Independent Auditor’s Report<br />
24 Board of Directors <strong>and</strong> Officers<br />
25 Facilities<br />
©2009 <strong>Seaway</strong> Bancshares, Inc. Printed in the U.S.A.
Letter to Our Shareholders<br />
Without question, 2008 will prove to be a defining<br />
<strong>and</strong> historic year for our country. Many<br />
have even compared the economic crisis to<br />
that of the Great Depression era. Individuals<br />
<strong>and</strong> families lost not just their jobs but they<br />
lost their homes, as well. Businesses operating<br />
for years have had to close their doors.<br />
On the other h<strong>and</strong>, for the first time in our<br />
nation’s history, an African-American man<br />
was elected 44th President of the United<br />
States.<br />
<strong>Seaway</strong>, too, made history as the huge<br />
<strong>Seaway</strong> sign installed in 1965 came down<br />
<strong>and</strong> a new one with our new bank name <strong>and</strong><br />
logo went up. It was as if the raising of our<br />
new sign meant the advent of new opportunities.<br />
Our new charter, proudly displaying our<br />
new bank name, <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> <strong>Trust</strong><br />
<strong>Company</strong>, gives us a number of competitive<br />
advantages in the financial market. Among<br />
them, we now have the ability to lend significantly<br />
larger amounts to our borrowers,<br />
<strong>and</strong> we spend fewer dollars on regulatory<br />
oversight.<br />
Being of service to individuals <strong>and</strong> businesses<br />
is at the core of the principles on<br />
which <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> <strong>Trust</strong> <strong>Company</strong> was<br />
founded back in 1965. By staying true to<br />
these values during the past year we enjoyed<br />
a 2.65% growth in earnings. Maintaining<br />
our community focus has also enabled us to<br />
steer clear of the kinds of loans capable of<br />
negatively impacting the bank’s core goals<br />
<strong>and</strong> objectives. Our $196 million loan portfolio,<br />
our <strong>Trust</strong> Department bond issues aggregating<br />
a total principal outst<strong>and</strong>ing of more<br />
than $6.5 billion, <strong>and</strong> our 9.62% return on<br />
average shareholders’ equity at December<br />
31, 2008 were clear proof that our enduring<br />
<strong>commitment</strong> to principles really does work.<br />
Also, beginning in 2008, <strong>Seaway</strong> <strong>Bank</strong><br />
<strong>and</strong> <strong>Trust</strong> <strong>Company</strong> participated in the Federal<br />
Deposit Insurance Corporation’s (FDIC)<br />
Temporary Liquidity Guarantee Program,<br />
which ensures that all non-interest bearing<br />
dem<strong>and</strong> deposit accounts are protected with<br />
FDIC insurance. Every day at <strong>Seaway</strong> we see<br />
Caring. Responsible. Strong. That’s <strong>Seaway</strong> <strong>Bank</strong><br />
<strong>and</strong> <strong>Trust</strong> <strong>Company</strong> — now <strong>and</strong> always.<br />
just how important this kind of <strong>commitment</strong><br />
to the community we serve can be. We underst<strong>and</strong><br />
that simply knowing a customer’s<br />
first name can be reassuring in these difficult<br />
economic times.<br />
As we see large commercial banks stack<br />
their bricks in our neighborhood, we realize<br />
a striking difference. At <strong>Seaway</strong>, we are not<br />
simply in the community; we are of the community.<br />
We pride ourselves on being a safe<br />
<strong>and</strong> secure place for customers to keep their<br />
money <strong>and</strong> where shareholders can be confident<br />
that their share value is being maintained.<br />
This turned out to be more important<br />
than ever in 2008. Our individual-based<br />
approach to lending may be unconventional,<br />
but it’s proven effective, despite the growing<br />
wave of foreclosures currently affecting the<br />
country.<br />
We have a proud history of opening doors<br />
<strong>and</strong> creating opportunities, <strong>and</strong> last year was<br />
no exception. Whether it’s opening a stateof-the-art<br />
facility, assembling a mortgage<br />
rescue plan, participating in a multi-million<br />
dollar credit or simply offering customers a<br />
free gas card in exchange for opening a new<br />
account, we live up to the promise of our<br />
new bank name by practicing the art of good<br />
community stewardship each <strong>and</strong> every day.<br />
Caring. Responsible. Strong. That’s<br />
<strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> <strong>Trust</strong> <strong>Company</strong> — now <strong>and</strong><br />
always.<br />
Jacoby Dickens<br />
Chairman of the Board<br />
Walter E. Grady<br />
President <strong>and</strong> Chief Executive Officer<br />
Jacoby Dickens, Chairman<br />
of the Board (left) <strong>and</strong><br />
Walter E. Grady, President<br />
<strong>and</strong> Chief Executive<br />
Officer (right).<br />
1
<strong>Seaway</strong> Bancshares, Inc. 2008 Annual Report<br />
Times change. St<strong>and</strong>ards do not.<br />
Commitment To St<strong>and</strong>ards<br />
Times change. St<strong>and</strong>ards do not.<br />
The st<strong>and</strong>ards <strong>Seaway</strong> has in place for<br />
lending <strong>and</strong> investing have never wavered<br />
since the bank’s inception. They continue<br />
to provide a guiding philosophy for every<br />
decision <strong>Seaway</strong> makes. They were also the<br />
key to our success in 2008.<br />
What defines <strong>Seaway</strong>’s st<strong>and</strong>ards? Sharp<br />
fiscal discipline, coupled with a communityfirst<br />
approach to doing business, are two<br />
primary factors. <strong>Seaway</strong> has never believed<br />
in quick fixes or easy money. We have been<br />
steadfast in our <strong>commitment</strong> to fiscal prudence.<br />
We also believe the results of <strong>Seaway</strong>’s<br />
steadfast philosophy speak for themselves.<br />
<strong>Seaway</strong>’s earnings were up again in 2008, despite<br />
a severe economic downturn <strong>and</strong> the collapse of the<br />
real estate market.<br />
<strong>Seaway</strong>’s earnings were up again in 2008,<br />
despite a severe economic downturn <strong>and</strong><br />
the collapse of the real estate market. It’s a<br />
remarkable achievement, but <strong>Seaway</strong> <strong>Bank</strong><br />
President Walter E. Grady insists it shouldn’t<br />
come as a surprise.<br />
“Our job is to be of service to this community<br />
<strong>and</strong> to be responsible stewards of<br />
our customers’ hard-earned money,” he says.<br />
“As long as we stay focused on these objectives,<br />
success will take care of itself.” Nearly<br />
a half-century after the founding of the<br />
bank, Mr. Grady’s point is well taken.<br />
<strong>Seaway</strong> is proud of its accomplishments<br />
in 2008. We’ve served our customers, supported<br />
our community <strong>and</strong> set a positive<br />
example for others in the banking sector.<br />
It may well be that 2009 marks a shift to<br />
community-banking values for larger financial<br />
institutions.<br />
Refusing to lower our st<strong>and</strong>ards is more<br />
than a pledge. It’s the very foundation of<br />
our business.<br />
2
The installation of<br />
the new <strong>Seaway</strong> <strong>Bank</strong><br />
<strong>and</strong> <strong>Trust</strong> <strong>Company</strong><br />
sign in October, 2008<br />
was a symbol of <strong>Seaway</strong>’s<br />
<strong>commitment</strong> to<br />
the community.<br />
Commitment To Our Community<br />
Putting community first is one of the core<br />
principles upon which <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong><br />
<strong>Trust</strong> <strong>Company</strong> was founded.<br />
<strong>Seaway</strong>’s response to last year’s economic<br />
downturn provides yet another compelling<br />
example of the invaluable role a community<br />
bank plays. Loan delinquencies nationwide<br />
are at their highest level since 1993, according<br />
to the Federal Deposit Insurance Corporation.<br />
True to the spirit of its founders,<br />
however, <strong>Seaway</strong>’s response to this challenge<br />
was to continue to put the community first.<br />
“I’ve spoken with people who have been<br />
in business for 30 years <strong>and</strong> have never experienced<br />
anything like this,” <strong>Bank</strong> President<br />
Walter E. Grady says, referring to the<br />
overall economic plight faced by many of<br />
<strong>Seaway</strong>’s customers. “The question they all<br />
ask is, What now? Our responsibility is to<br />
give them an answer, <strong>and</strong> we do.”<br />
<strong>Seaway</strong> answered the call in 2008 by<br />
working with each client to address specific,<br />
individual financial needs, whether that<br />
meant restructuring loans or assembling<br />
mortgage rescue plans to assist borrowers<br />
severely impacted by the economic crisis.<br />
It’s a strategy that mirrors the bank’s approach<br />
to lending. No two customers are<br />
alike, <strong>and</strong> <strong>Seaway</strong>’s lending team is committed<br />
to providing the personalized lending<br />
solutions each client deserves.<br />
Initiatives like the Management Trainee<br />
Program, Board of Education Work Study<br />
<strong>and</strong> Internship Programs <strong>and</strong> <strong>Bank</strong>-at-<br />
School programs continue to be popular,<br />
<strong>and</strong> are all testaments to <strong>Seaway</strong>’s ongoing<br />
effort to make a positive difference in the<br />
community we serve.<br />
This personal <strong>commitment</strong> has been<br />
more than a source of satisfaction for <strong>Seaway</strong><br />
<strong>and</strong> its employees. It’s also been one of<br />
the primary keys to our continued success.<br />
<strong>Seaway</strong>’s new look is<br />
applied to the many<br />
banking products<br />
offered to customers<br />
including consumer<br />
accounts <strong>and</strong> home<br />
equity loans.<br />
<strong>Seaway</strong> worked with<br />
customers in 2008<br />
to restructure loans<br />
or assemble mortgage<br />
rescue plans to<br />
ensure families could<br />
stay in their homes.<br />
3
<strong>Seaway</strong> Bancshares, Inc. 2008 Annual Report<br />
<strong>Seaway</strong> is always searching for innovative ways to<br />
improve the quality of services we provide.<br />
Commitment To Our Employees<br />
There’s a reason <strong>Seaway</strong> experiences very<br />
little staff turnover. <strong>Seaway</strong> is deeply committed<br />
to bringing out the best in each of<br />
its more than 250 employees. We do this by<br />
finding ways to maximize each employee’s<br />
abilities while giving them a strong sense<br />
of purpose that only a community-focused<br />
institution can provide.<br />
“We promote from within <strong>and</strong> develop<br />
talent where we see it,” Walter E. Grady<br />
says.<br />
Commitment To Innovation<br />
Whether it’s opening a new office or<br />
investing in the latest in financial services<br />
technology, <strong>Seaway</strong> believes that a <strong>commitment</strong><br />
to innovation is an integral part of<br />
delivering great service.<br />
<strong>Seaway</strong> is always searching for innovative<br />
ways to improve the quality of services we<br />
provide. In 2008, products like our Platinum<br />
Money Market Account <strong>and</strong> our Free<br />
Student Checking program continued to be<br />
well-received by customers. Similarly, being<br />
<strong>Seaway</strong> is deeply committed.<br />
4<br />
<strong>Seaway</strong> has a number of programs to<br />
support this effort. Our tuition reimbursement<br />
program is one example of <strong>Seaway</strong>’s<br />
<strong>commitment</strong> to the professional growth of<br />
its employees. Helping to pay for an employee’s<br />
continued education is an expensive<br />
proposition, but it’s an investment<br />
<strong>Seaway</strong> is willing to make in order to help<br />
every member of our team achieve his or<br />
her true potential.<br />
Above all, employees have the satisfaction<br />
of being part of an organization that<br />
is dedicated to providing solutions to both<br />
individual <strong>and</strong> community challenges. For<br />
example, <strong>Seaway</strong>’s well-established community<br />
involvement is often cited as one of<br />
the main points of differentiation between<br />
<strong>Seaway</strong> <strong>and</strong> other bank employers.<br />
Growing professionally while working<br />
for an institution that is committed to giving<br />
back — it’s a winning combination, <strong>and</strong><br />
it’s one that continues to serve our employees<br />
<strong>and</strong> customers well.<br />
part of the AllPoint/STARsf debit network<br />
has made it possible for our customers to<br />
access their money in thous<strong>and</strong>s of places.
Best of all, our new charter promises to<br />
make banking at <strong>Seaway</strong> more convenient<br />
than ever. State-of-the-art technology meets<br />
state-of-the-art service: It happens every<br />
day at <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> <strong>Trust</strong> <strong>Company</strong>.<br />
Commitment To Opening Doors<br />
<strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> <strong>Trust</strong> <strong>Company</strong> has a<br />
rich history of opening doors <strong>and</strong> creating<br />
opportunities. The fact is, <strong>Seaway</strong> was created<br />
by a group of savvy entrepreneurs who<br />
were committed to giving opportunities to<br />
city residents that other banks refused to<br />
provide.<br />
The proud tradition of opening doors<br />
continues today. We opened the doors to<br />
a $2 million state-of-the-art facility in the<br />
Rosel<strong>and</strong> neighborhood, thus planting the<br />
first seeds of community revitalization.<br />
We’ve opened the doors to financial literacy<br />
with popular youth initiatives like our<br />
<strong>Bank</strong>-at-School program as well as periodic<br />
workshops in area churches.<br />
Above all, our 1% Down Mortgage<br />
program has a long history of opening the<br />
door to homeownership for individuals<br />
who might otherwise have struggled to<br />
achieve this goal.<br />
Richard S. Abrams,<br />
Executive Vice<br />
President <strong>and</strong> Chief<br />
Operating Officer<br />
(right), works hard to<br />
open doors <strong>and</strong> create<br />
opportunity for<br />
<strong>Seaway</strong> customers.<br />
Opening doors <strong>and</strong> creating opportunities:<br />
They are the twin pillars on which <strong>Seaway</strong>’s<br />
philosophy has been built. If anything,<br />
2008 proved that philosophy to be as sound<br />
as ever.<br />
Commitment To Personal Service<br />
It’s a familiar sight at <strong>Seaway</strong> to see an employee<br />
from one department assisting a customer<br />
who is seeking another department.<br />
Wherever personal service can be rendered,<br />
<strong>Seaway</strong> is committed to providing it. We<br />
diligently observe market conditions in<br />
order to create timely products <strong>and</strong> services<br />
that will benefit our customers most.<br />
We’re constantly setting the bar higher<br />
<strong>and</strong> striving to improve the level of personal<br />
service we provide. Our officers routinely<br />
visit with our business customers to ensure<br />
their personal <strong>and</strong> business financial needs<br />
are being met. Officers also regularly offer<br />
guidance on developing business plans. And<br />
in 2008, we customized many mortgage<br />
rescue plans to help customers cope with<br />
the mortgage crisis.<br />
What will exceptional customer service<br />
mean in 2009? Only time will tell, but<br />
<strong>Seaway</strong> has a proud history of rising to the<br />
challenge. You might say we’re driven to be<br />
the best community bank we can be.<br />
Today’s banking consumers<br />
want the convenience<br />
of accessing<br />
financial information<br />
quickly. <strong>Seaway</strong>’s online<br />
banking service<br />
provides an easy way<br />
to see your balances,<br />
pay bills <strong>and</strong> more.<br />
5
<strong>Seaway</strong> Bancshares, Inc. 2008 Annual Report<br />
Walter E. Grady,<br />
President <strong>and</strong> CEO,<br />
looks on as students,<br />
Diamond Simpson<br />
(left) <strong>and</strong> Tyriq Amerson<br />
(right) work out<br />
a problem at John T.<br />
Pirie Fine Arts <strong>and</strong><br />
Academic Center<br />
where <strong>Seaway</strong> sponsors<br />
a <strong>Bank</strong>-at-School<br />
program.<br />
Commitment To The Future<br />
Forecasting the future of banking is not<br />
an easy task. “It’s difficult to predict the<br />
outcome,” Mr. Grady says of his industry’s<br />
prospects in 2009. “The fact is we have to<br />
be ready for anything.”<br />
Change <strong>and</strong> innovation will be motivated by<br />
<strong>Seaway</strong>’s desire to “do well by doing good.”<br />
Adjustments to the new realities in the<br />
country’s financial sector will be an important<br />
consideration in 2009. And yet, <strong>Seaway</strong>’s<br />
management believes that any changes<br />
to policy <strong>Seaway</strong> makes going forward<br />
should be minimal. It’s not the first financial<br />
storm <strong>Seaway</strong> has weathered, <strong>and</strong> the bank<br />
has been well served by its mission. This was<br />
especially true last year.<br />
<strong>Seaway</strong>’s positive earnings report from<br />
2008 sends a clear signal to customers that<br />
the bank is strong <strong>and</strong> secure. The bank<br />
is well capitalized, has money to lend <strong>and</strong><br />
remains as committed as ever to meeting<br />
the needs <strong>and</strong> exceeding the expectations of<br />
our valued customers.<br />
Still, <strong>Seaway</strong> isn’t about to rest on its past<br />
achievements. As ever, change <strong>and</strong> innovation<br />
will be motivated by <strong>Seaway</strong>’s desire<br />
to “do well by doing good” <strong>and</strong> to make a<br />
positive difference in the community.<br />
New name. New look. <strong>Same</strong> <strong>commitment</strong>.<br />
You might even say the more things<br />
change, the more they remain the same at<br />
<strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> <strong>Trust</strong> <strong>Company</strong>.<br />
New name. New look. <strong>Same</strong> <strong>commitment</strong>.<br />
6
<strong>Seaway</strong> Bancshares, Inc. 2008 Annual Report<br />
<strong>Seaway</strong> Bancshares, Inc. <strong>and</strong> Subsidiary<br />
Consolidated Statements of Condition<br />
For the Years Ended December 31, 2008 <strong>and</strong> 2007<br />
Assets<br />
2008 2007<br />
Cash <strong>and</strong> due from banks $ 14,545,169 $ 9,652,122<br />
Interest Bearing Balances 253,814 8,760,715<br />
Total Cash <strong>and</strong> cash equivalents 14,798,983 18,412,837<br />
Securities available-for-sale (Note 4) 137,928,610 132,414,918<br />
Securities held-to-maturity (Note 4) 685,493 654,172<br />
Loans, net of unearned discount (Note 5) 196,822,548 181,246,604<br />
Less-Allowance for possible loan losses (Note 6) (2,160,958) (1,840,318)<br />
Loans, net 194,661,590 179,406,286<br />
Premises <strong>and</strong> equipment, net (Note 7) 4,789,088 4,872,806<br />
Other real estate owned 389,032 231,532<br />
Intangible Assets (Note 19) 90,000 300,000<br />
Other assets (Note 9) 10,232,661 10,441,757<br />
Total Assets $ 363,575,457 $ 346,734,308<br />
Liabilities <strong>and</strong> Stockholders’ Equity:<br />
Deposits (Note 8)<br />
Non-interest-bearing deposits $ 36,583,341 $ 46,822,228<br />
Interest-bearing deposits 278,697,521 253,326,079<br />
Total Deposits 315,280,862 300,148,307<br />
Federal funds purchased <strong>and</strong> other borrowed funds 7,078,790 6,125,000<br />
Long-term Debt Subordinated Debentures (Note 10) 6,186,000 6,186,000<br />
Other liabilities (Note 9 <strong>and</strong> 13) 4,889,791 5,167,112<br />
Total Liabilities $ 333,435,443 $ 317,626,419<br />
Commitments <strong>and</strong> Contingencies (Note 8, 14 <strong>and</strong> 17)<br />
Stockholders’ Equity<br />
Common stock (Note 11) 301,513 301,513<br />
Surplus 3,915,994 3,915,994<br />
Undivided profits (Note 12) 25,161,822 24,875,756<br />
Accumulated Other Comprehensive Income 760,685 14,626<br />
Total Stockholders’ Equity 30,140,014 29,107,889<br />
Total Liabilities <strong>and</strong> Stockholders’ Equity $ 363,575,457 $ 346,734,308<br />
The accompanying Notes to Financial Statements are an integral part of these statements.<br />
7
<strong>Seaway</strong> Bancshares, Inc. 2008 Annual Report<br />
<strong>Seaway</strong> Bancshares, Inc. <strong>and</strong> Subsidiary<br />
Consolidated Statements of Income<br />
For the Years Ended December 31, 2008 <strong>and</strong> 2007<br />
Interest Income<br />
2008 2007<br />
Interest <strong>and</strong> fees on loans $ 11,982,006 $ 11,929,081<br />
Interest on investment securities<br />
US Government Obligations & Treasury Securities<br />
Agency Obligations 5,902,903 5,649,897<br />
Mortgage-Backed Securities 417,510 410,289<br />
Obligations of state <strong>and</strong> political subdivisions 148,519 65,748<br />
Other securities 163,592 130,814<br />
Interest on federal funds sold <strong>and</strong> other interest-bearing balances 5,013 463,127<br />
Total Interest Income $ 18,619,543 $ 18,648,956<br />
Interest Expense<br />
Interest on time deposits $100,000 or more 4,918,108 5,385,515<br />
Interest on other deposits 1,387,820 2,241,412<br />
Interest on Long-term Debentures 397,760 397,760<br />
Interest on federal funds purchased <strong>and</strong> other borrowed funds 292,529 353,081<br />
Total Interest Expense 6,996,217 8,377,768<br />
Net interest income 11,623,326 10,271,188<br />
Provision for possible loan losses (Note 6) (995,000) (80,000)<br />
Net interest income after provision for possible loan losses $ 10,628,326 $ 10,191,188<br />
Other Income<br />
Service charges on deposit accounts 2,997,496 3,073,580<br />
Other operating income 6,610,010 5,946,556<br />
Gain on sale of investment securities 145,197 —<br />
Total Other Income $ 9,752,703 $ 9,020,136<br />
Other Expenses:<br />
Salaries <strong>and</strong> employee benefits (Note 15 <strong>and</strong> 16) 10,341,935 10,052,723<br />
Occupancy expense of <strong>Bank</strong> premises (Note 7) 2,729,043 2,396,680<br />
Other operating expenses 4,426,424 3,999,309<br />
Total Other Expenses 17,497,402 16,448,712<br />
Income before income taxes 2,883,627 2,762,612<br />
Applicable income taxes (Note 9) (34,700) (5,000)<br />
Net Income $ 2,848,927 $ 2,757,612<br />
Net Income Per Share (Note 11) $ 9.45 $ 9.15<br />
The accompanying Notes to Financial Statements are an integral part of these statements.<br />
8
<strong>Seaway</strong> Bancshares, Inc. <strong>and</strong> Subsidiary<br />
Consolidated Statements of Cash Flows<br />
For the Years Ended December 31, 2008 <strong>and</strong> 2007<br />
Operating Activities<br />
2008 2007<br />
Net Income $ 2,848,927 $ 2,757,612<br />
Adjustments to reconcile net income to net cash<br />
provided from (used by) operating activities:<br />
Provision for loan losses 995,000 80,000<br />
Provision for depreciation <strong>and</strong> amortization 666,869 567,843<br />
Amortization of investment security premiums 14,109 42,207<br />
Accretion of investment security discounts (148,847) (47,462)<br />
Net change in deferred income taxes (48,370) (6,275)<br />
Net (increase) decrease in interest receivable (83,752) 176,975<br />
Net (decrease) increase in interest payable (511,052) 405,385<br />
Net decrease (increase) in other assets 441,095 (71,647)<br />
Net increase in other liabilities 1,082,582 935,435<br />
Net cash provided from operating activities $ 5,256,561 $ 4,840,073<br />
Investing activities<br />
Proceeds from sales <strong>and</strong> maturities of investment securities available for sale 92,886,740 15,265,000<br />
Principal collected on investment securities available for sale 2,707,305 3,018,158<br />
Principal collected on investment securities held for maturity 182,705 119,957<br />
Purchases of investment securities available for sale (100,972,999) (17,720,909)<br />
Purchases of investment securities held to maturity (214,026) (113,932)<br />
Net increase in long-term loans (16,250,517) (6,799,446)<br />
Purchases of premises <strong>and</strong> equipment (net) (575,607) (847,033)<br />
Net increase in other real estate (157,500) (160,651)<br />
Net cash (used by) investing activities $ (22,393,899) $ (7,238,856)<br />
Financing activities<br />
Net decrease in non-interest-bearing deposits (10,238,887) (23,380,488)<br />
Net increase in interest-bearing deposits 25,371,442 10,481,239<br />
Net increase (decrease) in federal funds purchased <strong>and</strong> other borrowed funds 953,790 (2,923,205)<br />
Cash Dividends paid (2,562,861) (2,412,104)<br />
Net cash provided from (used by) financing activities 13,523,484 (18,234,558)<br />
Net decrease in Cash <strong>and</strong> Cash Equivalents (3,613,854) (20,633,341)<br />
Cash And Cash Equivalents At Beginning of Year 18,412,837 39,046,178<br />
Cash And Cash Equivalents At Year-End $ 14,798,983 $ 18,412,837<br />
Interest Paid $ 6,996,217 $ 8,377,768<br />
Income Taxes Paid $ 9,000 $ 5,000<br />
The accompanying Notes to Financial Statements are an integral part of these statements.<br />
9
<strong>Seaway</strong> Bancshares, Inc. 2008 Annual Report<br />
<strong>Seaway</strong> Bancshares, Inc. <strong>and</strong> Subsidiary<br />
Consolidated Statements of Change in Stockholders’ Equity<br />
For the Years Ended December 31, 2008 <strong>and</strong> 2007<br />
Accumulated<br />
Stockholders’<br />
Other<br />
Common undivided Comprehensive Total<br />
Stock Surplus ProfiTS income eQuity<br />
Balance December 31, 2006 $ 301,513 $ 3,915,994 $ 24,530,248 $ (2,270,633) $ 26,477,122<br />
Dividends - $ 8.00/Share — — (2,412,104) — (2,412,104)<br />
Retirement of common stock<br />
Comprehensive Income<br />
Net Income — — 2,757,612 — 2,757,612<br />
Other Comprehensive Income<br />
Unrealized Gain on Available<br />
for Sale Securities, Net of Tax — — — 2,285,259 2,285,259<br />
Balance December 31, 2007 $ 301,513 $ 3,915,994 24,875,756 14,626 $ 29,107,899<br />
Dividends $8.50/Share — — (2,562,861) — (2,562,861)<br />
Comprehensive Income<br />
Net Income — — 2,848,927 — 2,848,927<br />
Other Comprehensive Income<br />
Unrealized Gain on Available<br />
for Sale Securities, Net of Tax — — — 746,059 746,059<br />
Balance December 31, 2008 $ 301,513 $ 3,915,994 $ 25,161,822 $ 760,685 $ 30,140,014<br />
The accompanying Notes to Financial Statements are an integral part of these statements.<br />
10
<strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> <strong>Trust</strong> <strong>Company</strong><br />
Statements of Condition<br />
For the Years Ended December 31, 2008 <strong>and</strong> 2007<br />
Assets<br />
2008 2007<br />
Cash <strong>and</strong> due from banks $ 14,545,169 $ 9,649,642<br />
Interest Bearing Balances 253,814 8,760,715<br />
Total Cash <strong>and</strong> cash equivalents 14,798,983 18,410,357<br />
Securities available for sale (Note 4) 137,928,610 132,414,918<br />
Securities held-to-maturity (Note 4) 685,493 654,172<br />
Loans, net of unearned discount (Note 5) 196,822,548 181,246,604<br />
Less-Allowance for possible loan losses (Note 6) (2,160,958) (1,840,318)<br />
Loans, net 194,661,590 179,406,286<br />
Premises <strong>and</strong> equipment, net (Note 7) 4,930,945 5,014,663<br />
Other real estate owned 389,032 231,532<br />
Intangible assets (Note 19) 90,000 300,000<br />
Other assets (Note 9) 10,037,674 10,226,933<br />
Total Assets $ 363,522,327 $ 346,658,861<br />
Liabilities And Stockholders’ Equity<br />
Deposits (Note 8)<br />
Non-interest-bearing deposits $ 36,597,719 47,707,690<br />
Interest-bearing deposits 278,697,521 253,326,079<br />
Total Deposits 315,295,240 301,033,769<br />
Federal funds purchased <strong>and</strong> other borrowed funds 7,078,790 6,125,000<br />
Other liabilities (Note 9) 4,896,836 4,313,960<br />
Total Liabilities $ 327,270,866 $ 311,472,729<br />
Commitments & Contingencies (Note 8 <strong>and</strong> 17)<br />
Stockholders’ Equity<br />
Common stock (Note 11) 851,010 851,010<br />
Surplus 7,053,958 7,053,958<br />
Undivided profits (Note 12) 27,585,808 27,266,538<br />
Accumulated other comprehensive income 760,685 14,626<br />
Total Stockholders’ Equity 36,251,461 35,186,132<br />
Total Liabilities <strong>and</strong> Stockholders’ Equity $ 363,522,327 $ 346,658,861<br />
The accompanying Notes to Financial Statements are an integral part of these statements.<br />
11
<strong>Seaway</strong> Bancshares, Inc. 2008 Annual Report<br />
<strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> <strong>Trust</strong> <strong>Company</strong><br />
Statements of Income<br />
For the Years Ended December 31, 2008 <strong>and</strong> 2007<br />
Interest Income<br />
2008 2007<br />
Interest <strong>and</strong> fees on loans $ 11,982,006 $ 11,929,081<br />
Interest on investment securities<br />
United States Government Obligations:<br />
US Government <strong>and</strong> Treasuries 5,902,903 5,649,897<br />
Mortgage-Backed Securities 417,510 410,289<br />
Obligations of state <strong>and</strong> political subdivisions 148,519 65,748<br />
Other securities 151,632 118,854<br />
Interest on federal funds sold <strong>and</strong> on other interest-bearing balances 5,013 463,127<br />
Total Interest Income $ 18,607,583 $ 18,636,996<br />
Interest Expense<br />
Interest on time deposits $100,000 or more 4,918,108 5,385,515<br />
Interest on other deposits 1,387,820 2,241,412<br />
Interest on federal funds purchased <strong>and</strong> other borrowed funds 292,529 353,081<br />
Total Interest Expense 6,598,457 7,980,008<br />
Net interest income 12,009,126 10,656,988<br />
Provision for possible loan losses (Note 6) (995,000) (80,000)<br />
Net interest income after provision for possible loan losses $ 11,014,126 $ 10,576,988<br />
Other Income<br />
Service charges on deposit accounts 2,997,496 3,073,580<br />
Other operating income 6,610,010 5,946,556<br />
Gain on sale of investment securities 145,197 —<br />
Total Other Income $ 9,752,703 $ 9,020,136<br />
Other Expenses<br />
Salaries <strong>and</strong> employee benefits (Notes 15 <strong>and</strong> 16) 10,341,935 10,052,723<br />
Occupancy expense of <strong>Bank</strong> premises (Note 7) 2,728,593 2,396,680<br />
Other operating expenses 4,375,248 3,941,190<br />
Total Other Expenses 17,445,776 16,390,593<br />
Income before income taxes 3,321,053 3,206,531<br />
Applicable income taxes (Note 9) (34,700) (5,000)<br />
Net Income $ 3,286,353 $ 3,201,531<br />
Net Income Per Share (Note 11) $ 38.62 $ 37.62<br />
The accompanying Notes to Financial Statements are an integral part of these statements.<br />
12
<strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> <strong>Trust</strong> <strong>Company</strong><br />
Statements of Cash Flows<br />
For the Years Ended December 31, 2008 <strong>and</strong> 2007<br />
Operating Activities<br />
2008 2007<br />
Net Income $ 3,268,353 $ 3,201,531<br />
Adjustments to reconcile net income to net cash<br />
provided from (used by) operating activities:<br />
Provision for loan losses 995,000 80,000<br />
Provision for depreciation <strong>and</strong> amortization 666,869 567,843<br />
Amortization of investment security premiums 14,109 42,207<br />
Accretion of investment security discounts (148,847) (47,462)<br />
Net change in deferred income taxes (48,370) (6,275)<br />
Net (increase) decrease in interest receivable (83,752) 176,975<br />
Net (decrease) increase in interest payable (511,052) 405,385<br />
Net decrease (increase) in other assets 441,095 (44,952)<br />
Net increase in other liabilities 1,940,942 754,577<br />
Net cash provided from operating activities $ 6,534,347 $ 5,129,829<br />
Investing activities<br />
Proceeds from sales <strong>and</strong> maturities of investment securities available for sale 92,886,740 15,265,000<br />
Principal collected on investment securities available for sale 2,707,305 3,018,158<br />
Principal collected on investment securities held for maturity 182,705 119,957<br />
Purchases of investment securities available for sale (100,972,999) (17,720,909)<br />
Purchases of investment securities held to maturity (214,026) (113,932)<br />
Net increase in long-term loans (16,250,517) (6,799,446)<br />
Purchases of premises <strong>and</strong> equipment (net) (575,607) (847,033)<br />
Net increase in other real estate (157,500) (160,651)<br />
Net cash (used by) investing activities $ (22,393,899) $ (7,238,856)<br />
Financing activities<br />
Net decrease in non-interest-bearing deposits (11,109,971) (23,284,453)<br />
Net increase in interest-bearing deposits 25,371,442 10,481,239<br />
Net increase (decrease) in federal funds purchased <strong>and</strong> other borrowed funds 953,790 (2,923,205)<br />
Cash Dividends paid (2,967,083) (2,800,000)<br />
Net cash provided from (used by) financing activities 12,248,178 (18,526,419)<br />
Net decrease in Cash <strong>and</strong> Cash Equivalents (3,611,374) (20,635,446)<br />
Cash And Cash Equivalents At Beginning of Year 18,410,357 39,045,803<br />
Cash And Cash Equivalents At Year-End $ 14,798,983 $ 18,410,357<br />
Interest Paid $ 6,996,217 $ 7,980,008<br />
The accompanying Notes to Financial Statements are an integral part of these statements.<br />
13
<strong>Seaway</strong> Bancshares, Inc. 2008 Annual Report<br />
<strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> <strong>Trust</strong> <strong>Company</strong><br />
Statements of Change in Stockholders’ Equity<br />
For the Years Ended December 31, 2008 <strong>and</strong> 2007<br />
Accumulated<br />
Stockholders’<br />
Other<br />
Common undivided Comprehensive Total<br />
Stock Surplus ProfiTS income eQuity<br />
Balance December 31, 2006 $ 851,010 $ 7,053,958 $ 26,865,007 $ (2,270,633) $ 32,499,342<br />
Dividends - $32.90/Share — — (2,800,000) — (2,800,000)<br />
Comprehensive Income<br />
Net Income — — 3,201,531 — 3,201,531<br />
Other Comprehensive Income<br />
Unrealized Gain on Available<br />
for Sale Securities, Net of Tax — — — 2,285,259 2,285,259<br />
Balance December 31, 2007 $ 851,010 $ 7,053,958 $ 27,266,538 $ 14,626 $ 35,186,132<br />
Dividends - $34.86/Share — — (2,967,083) — (2,967,083)<br />
Comprehensive Income<br />
Net Income — — 3,286,353 — 3,286,353<br />
Other Comprehensive Income<br />
Unrealized Gain on Available<br />
for Sale Securities, Net of Tax — — — 746,059 746,059<br />
Balance December 31, 2008 $ 851,010 $ 7,053,958 $ 27,585,808 $ 760,685 $ 36,251,461<br />
The accompanying Notes to Financial Statements are an integral part of these statements.<br />
14
Notes to Financial Statements<br />
For the Years Ended December 31, 2008 <strong>and</strong> 2007<br />
Note 1 — Summary of Significant Accounting <strong>and</strong> Reporting Policies<br />
The financial reporting <strong>and</strong> accounting policies of <strong>Seaway</strong> Bancshares, Inc. (the<br />
“Corporation”) <strong>and</strong> its subsidiary, <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> <strong>Trust</strong> <strong>Company</strong> (the “<strong>Bank</strong>”),<br />
conform to accounting principles generally accepted in the United States <strong>and</strong> to<br />
general practices within the banking industry. The following is a summary of the<br />
significant accounting policies.<br />
NATURE OF OPERATIONS<br />
<strong>Seaway</strong> Bancshares, Inc. is a bank holding company whose principal activity is<br />
the ownership <strong>and</strong> management of its wholly-owned subsidiary <strong>Seaway</strong> <strong>Bank</strong><br />
<strong>and</strong> <strong>Trust</strong> <strong>Company</strong>. The <strong>Bank</strong> generates commercial, mortgage <strong>and</strong> consumer<br />
loans <strong>and</strong> receives deposits from customers located primarily in Chicago, Illinois<br />
<strong>and</strong> the surrounding area. On December 30, 2007, the Illinois Department of<br />
Financial <strong>and</strong> Professional Regulation (IDFPR) approved the conversion of<br />
<strong>Seaway</strong> National <strong>Bank</strong> of Chicago to a bank chartered by the State of Illinois.<br />
IDFPR issued a charter to the converting bank under the name of <strong>Seaway</strong> <strong>Bank</strong><br />
<strong>and</strong> <strong>Trust</strong> <strong>Company</strong>. The <strong>Bank</strong> is subject to regulation by the Federal Deposit<br />
Insurance Corporation.<br />
PRINCIPLES OF CONSOLIDATION<br />
The accompanying consolidated financial statements include the accounts of the<br />
Corporation <strong>and</strong> the <strong>Bank</strong>. All intercompany accounts <strong>and</strong> transactions have been<br />
eliminated in the consolidated financial statements.<br />
In accordance with Financial Accounting St<strong>and</strong>ards Board Interpretation<br />
No. 46, (R),“Consolidation of Variable Interest Entities” [“FIN 46 (R)”], the<br />
accompanying consolidated financial statements do not include the accounts of<br />
a wholly-owned financed subsidiary (the “<strong>Trust</strong>”). The <strong>Trust</strong> was formed for the<br />
sole purpose of issuing <strong>Trust</strong> Preferred securities <strong>and</strong>, in turn, purchasing subordinated<br />
debentures from the Corporation.<br />
Under the provisions of FIN 46 (R), the <strong>Trust</strong> is considered a “Variable Interest<br />
Entity” (“VIE”), which can only be consolidated if the Corporation is subject<br />
to a majority of the risk of loss from the VIE activity or is entitled to receive a<br />
majority of the entity’s residual returns. The design of the <strong>Trust</strong>, which is very<br />
common in the banking industry, is such that the Corporation is neither subject<br />
to the majority of risk of loss nor entitled to receive the majority of any residual<br />
returns. As a result, the <strong>Trust</strong> is not consolidated.<br />
The Corporation does, however, report the subordinated debentures sold to<br />
the <strong>Trust</strong> as a liability in the Consolidated Balance Sheets <strong>and</strong> associated interest<br />
expense in the Consolidated Statements of Income.<br />
USE OF ESTIMATES<br />
The preparation of financial statements in conformity with generally accepted<br />
accounting principles in the United States of America requires management to<br />
make estimates <strong>and</strong> assumptions that affect the reported amounts of assets <strong>and</strong><br />
liabilities <strong>and</strong> disclosure of contingent assets <strong>and</strong> liabilities at the date of the financial<br />
statements <strong>and</strong> the reported amounts of revenue <strong>and</strong> expenses during the<br />
reporting period. Actual results could differ from those estimates.<br />
Classification Accounting Treatment<br />
Held-to-Maturity Carried at Amortized Cost<br />
Trading Securities Carried at fair value with unrealized holding<br />
gains <strong>and</strong> losses included in earnings<br />
Available-For-Sale Carried at fair value with unrealized holding gains<br />
<strong>and</strong> losses excluded from earnings, <strong>and</strong> reported as a<br />
separate component of Shareholders’ equity, net of tax,<br />
as accumulated other comprehensive income<br />
The decision to purchase securities is based on a current assessment of expected<br />
economic conditions including the interest rate environment. The determination<br />
to sell such securities is based on management’s assessment of changes in<br />
economic or financial market conditions, interest rate risk <strong>and</strong> balance sheet <strong>and</strong><br />
liquidity positions. The adjusted cost of the specific security sold is the basis for<br />
determining gains <strong>and</strong> losses.<br />
LOANS<br />
The Corporation’s loan portfolio includes residential <strong>and</strong> commercial mortgages<br />
<strong>and</strong> commercial <strong>and</strong> consumer loan products. Loans are stated at unpaid<br />
principal balances less the allowance for loan losses <strong>and</strong> net deferred loan fees <strong>and</strong><br />
unearned discounts. Unearned discount is recognized as income over the terms<br />
of the loan by the sum-of-the-months digit method, the result of which is not<br />
materially different from that obtained by using the interest method. Interest on<br />
other loans is reported on the accrual basis throughout the terms of the loans.<br />
Loans are placed on a non-accrual (cash) basis for recognition of interest<br />
income when interest earned in excess of ninety days is delinquent or principal<br />
is delinquent in excess of ninety days <strong>and</strong> the loan is either not well collateralized<br />
or is in the process of collection. The non-recognition of interest does not<br />
constitute forgiveness of the interest.<br />
ALLOWANCE FOR LOAN LOSSES<br />
The allowance for loan losses is maintained at a level that, in management’s judgment,<br />
is adequate to provide for estimated probable losses from loans. The amount<br />
of the allowance is based on management’s formal review <strong>and</strong> analysis of potential<br />
losses, as well as prevailing economic conditions. The allowance is increased by<br />
provisions for losses, which are charged to earnings <strong>and</strong> reduced by charge-offs,<br />
net of recoveries.<br />
The allowance consists of specific, general, <strong>and</strong> unallocated components. The<br />
specific component relates to loans that are classified as doubtful, subst<strong>and</strong>ard, or<br />
special mention. For such loans that are also classified as impaired, an allowance<br />
is established when the discounted cash flows (or collateral value or observable<br />
market price) of the impaired loan is lower than the carrying value of that loan.<br />
The general component covers non-classified loans <strong>and</strong> is based on historical loss<br />
experience adjusted for qualitative factors. An unallocated component is maintained<br />
to cover uncertainties that could affect management’s estimate of probable<br />
losses.<br />
While management uses available information to recognize losses on loans,<br />
further reduction in the carrying amounts of loans maybe necessary based on<br />
changes in local economic conditions. It is reasonably possible that the estimated<br />
losses on loans may change materially in the near term. However, the amount of<br />
the change that is reasonably possible cannot be estimated.<br />
IMPAIRMENT OF LOANS<br />
Loans are considered impaired when it is probable that the total amount due,<br />
including accrued interest, will not be collected according to the contracted<br />
terms <strong>and</strong> schedules of the Loan Agreement. Income related to impaired loans is<br />
recognized when earned, unless the loan has also been placed on a non-accrual<br />
(cash) basis, for the recognition of interest income.<br />
FEES RELATED TO LENDING ACTIVITIES<br />
Loan origination fees <strong>and</strong> direct loan origination costs that are incurred on a<br />
specific loan are offset against each other <strong>and</strong> the net amount is deferred <strong>and</strong><br />
recognized over the life of the loan as an adjustment of the loans’ yield. Commitment<br />
fees <strong>and</strong> direct loan origination costs that are incurred to make a <strong>commitment</strong><br />
to originate a specific loan shall be offset against each other <strong>and</strong> only the<br />
net amount is deferred <strong>and</strong> recognized over the life of the loan as an adjustment<br />
of the loans’ yield.<br />
PREMISES AND EQUIPMENT<br />
Premises <strong>and</strong> equipment are stated at cost less accumulated depreciation. Depreciation<br />
is computed on the straight-line method over the estimated useful lives of<br />
the related assets, ranging from 3 to 40 years.<br />
INCOME TAXES<br />
Prior to 2001 the Corporation filed a consolidated Federal Income Tax return.<br />
Amounts provided for income taxes were based on income reported for financial<br />
statement purposes. Provisions for deferred income taxes were made as a result of<br />
timing differences between the period in which certain income <strong>and</strong> expenses are<br />
recognized for financial reporting purposes <strong>and</strong> the period in which they affect<br />
taxable income. The principal items causing these timing differences were the<br />
provision for possible loan losses <strong>and</strong> depreciation. Effective January I, 2001, the<br />
Corporation <strong>and</strong> the <strong>Bank</strong> jointly elected to be treated as an S Corporation for<br />
federal income tax purposes. As an S Corporation, both the Corporation <strong>and</strong> the<br />
<strong>Bank</strong> are liable for federal corporate level income taxes on certain “built-in gains”<br />
existing at December 31, 2000, which are recognized after that date <strong>and</strong> any<br />
applicable state corporate level income taxes, (including the Illinois Replacement<br />
Tax). As a further consequence of the S Corporation election, both the Corporation<br />
<strong>and</strong> the <strong>Bank</strong> were required to revalue deferred tax assets <strong>and</strong> liabilities at the<br />
lower statutory tax rates applicable to S Corporations.<br />
In June 2006, the Financial Accounting St<strong>and</strong>ards Board (“FASB”) issued<br />
FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in<br />
Income Taxes-an interpretation of FASB Statement No. 109” (“FIN 48”). FIN<br />
48 prescribes a recognition threshold <strong>and</strong> measurement process for recording in<br />
the financial statements uncertain tax positions taken or expected to be taken in a<br />
tax return in accordance with SFAS No. 109 “Accounting for Income Taxes.” Tax<br />
positions must meet a more-likely-than-not recognition threshold at the effective<br />
date to be recognized upon the adoption of FIN 48 <strong>and</strong> in subsequent periods.<br />
The accounting provision of FIN 48 was effective for the Corporation beginning<br />
January 1, 2007. The impact of adoption on the <strong>Bank</strong>’s financial position <strong>and</strong><br />
15
<strong>Seaway</strong> Bancshares, Inc. 2008 Annual Report<br />
results of its operations was not material.<br />
EARNINGS PER SHARE<br />
Earnings per share is computed by dividing income by the weighted average<br />
number of shares outst<strong>and</strong>ing during the period.<br />
CASH FLOW REPORTING<br />
The Corporation uses the indirect method to report cash flows from operating<br />
activities. Under this method, net income is adjusted to reconcile to net cash<br />
flow from operating activities. Net reporting cash transactions is used when the<br />
balance sheet items consist predominantly of maturities of three months or less,<br />
or where otherwise permitted. Other items are reported gross. Cash <strong>and</strong> cash<br />
equivalents consist of cash <strong>and</strong> due from banks.<br />
Derivatives<br />
The Financial Accounting St<strong>and</strong>ard Board (FASB) Statement No. 133, Accounting<br />
for Derivative Instruments <strong>and</strong> Hedging Activities, as amended, established<br />
accounting <strong>and</strong> reporting st<strong>and</strong>ards for derivatives. These st<strong>and</strong>ards require that all<br />
derivatives be recognized at their fair value as either assets or liabilities on the balance<br />
sheet <strong>and</strong> specify the accounting for changes in fair value depending upon<br />
the intended use of the derivative (FAS No. 133, as amended, in the year 2001).<br />
The Corporation’s utilization of derivative instruments for trading or non-trading<br />
is minimal, <strong>and</strong> the provisions of these st<strong>and</strong>ards are not applied because the<br />
impact on the Corporation’s financial statements is not material.<br />
Goodwill<br />
The Corporation adopted FAS 142 effective January 1, 2002. The Corporation<br />
periodically evaluates goodwill for impairment by comparing the carrying value<br />
to implied fair value. The fair value is determined using a reasonable estimate of<br />
future cash flows from operations <strong>and</strong> a risk adjusted discount rate to compute a<br />
net present value of future cash flows. Information pertaining to the accounting<br />
for goodwill is presented in Note 19.<br />
New accounting pronouncement<br />
The Corporation adopted SFAS No. 157, Fair Value Measurements (SFAS 157)<br />
effective January 1, 2008. SFAS 157 defines fair value, establishes a framework<br />
for measuring fair value <strong>and</strong> exp<strong>and</strong>s disclosure of fair value measurements. The<br />
adoption of SFAS 157 did not have a material impact on the consolidated financial<br />
statements or results of operations of the Corporation. In accordance with<br />
Financial Accounting St<strong>and</strong>ards Board Staff Position (FSP) No. 157-2, “Effective<br />
Date of FASB Statement No. 157,” the Corporation will delay application of<br />
SFAS 157 for non-financial assets <strong>and</strong> non-financial liabilities such as goodwill,<br />
other intangibles, real estate owned, <strong>and</strong> repossessed assets until January 1, 2009.<br />
SFAS 157 applies to all assets <strong>and</strong> liabilities that are measured <strong>and</strong> reported on a<br />
fair value basis.<br />
Note 2 — Fair Value of Financial Instruments<br />
The following methods <strong>and</strong> assumptions were used to estimate the fair value of<br />
each class of financial instruments for which it is practicable to estimate such<br />
value:<br />
Cash <strong>and</strong> short-term investments<br />
For those short-term instruments, the carrying amount is a reasonable estimate of<br />
fair value.<br />
Investment securities<br />
Fair value equals the quoted market price, if available. If a quoted market price is<br />
not available, fair value is estimated using quoted market prices for similar investment<br />
securities.<br />
Loans<br />
The fair value is estimated by discounting future cash flows using the appropriate<br />
rate from the treasury yield curve, adjusted for credit risk <strong>and</strong> allocated expense.<br />
Deposit liabilities <strong>and</strong> short-term borrowings<br />
The fair value of dem<strong>and</strong> deposits, savings accounts, NOW <strong>and</strong> money market<br />
deposits is the amount payable on dem<strong>and</strong> at the reporting date. The fair value of<br />
fixed maturity certificates of deposit is estimated by discounting future cash flows<br />
using the appropriate rate from the treasury yield curve adjusted for allocated<br />
expense. For short-term borrowings the carrying amount is a reasonable estimate<br />
of fair value.<br />
Long-term debt <strong>and</strong> securities sold not owned<br />
The fair value of long-term debt <strong>and</strong> securities sold not owned are estimated by<br />
discounting future cash flows using an appropriate rate from the treasury yield<br />
curve adjusted for allocated expenses.<br />
Core Deposit Intangibles<br />
The fair value of core deposit intangibles is the present value of the projected<br />
cash flow of core deposits discounted at the appropriate rate from the treasury<br />
yield curve adjusted for allocated expenses <strong>and</strong> service charge income.<br />
December 31, 2008: consolidated B bank Only<br />
estimated Fair Value Approximate Carrying Value estimated Fair Value Approximate Carrying Value<br />
Financial Assets:<br />
Cash <strong>and</strong> Short-term Investments $ 14,799,000 $ 14,799,000 $ 14,799,000 $ 14,799,000<br />
Investment Securities 137,546,000 137,546,000 137,546,000 137,546,000<br />
Loans 197,755,000 196,823,000 197,755,000 196,823,000<br />
Unallocated Reserves for loan losses — (2,161,000) — (2,161,000)<br />
Loans, Net 197,755,000 194,662,000 197,755,000 194,662,000<br />
Total Financial Assets $ 350,100,000 $ 347,007,000 $ 350,100,000 $ 347,007,000<br />
Financial Liabilities<br />
Deposits 321,764,000 315,281,000 321,778,000 315,295,000<br />
Short-Term Borrowings 1,079,000 1,079,000 1,079,000 1,079,000<br />
Long-Term Debt 12,282,000 12,186,000 9,096,000 6,000,000<br />
Total Financial Liabilities 335,125,000 328,546,000 331,953,000 322,374,000<br />
Core Deposit Intangibles — — — —<br />
Fixed Assets <strong>and</strong> Net Other Assets <strong>and</strong> Liabilities 11,679,000 11,679,000 11,609,000 11,609,000<br />
Net Total Asset Value $ 26,654,000 $ 30,140,000 $ 29,756,000 $ 36,242,000<br />
16
Note 2, continued<br />
December 31, 2007: consolidated B bank Only<br />
estimated Fair Value Approximate Carrying Value estimated Fair Value Approximate Carrying Value<br />
Financial Assets:<br />
Cash <strong>and</strong> Short-term Investments $ 18,463,000 $ 18,463,000 $ 18,462,000 $ 18,462,000<br />
Investment Securities 131,951,000 131,951,000 131,951,000 131,951,000<br />
Loans 177,571,000 181,246,000 177,571,000 181,246,000<br />
Unallocated Reserves for loan losses — (1,840,000) — (1,840,000)<br />
Loan, Net 177,571,000 179,406,000 177,571,000 179,406,000<br />
Total Financial Assets $ 327,985,000 $ 329,820,000 $ 327,984,000 $ 329,819,000<br />
Financial Liabilities<br />
Deposits 300,148,000 300,148,000 301,034,000 301,034,000<br />
Short-Term Borrowings 1,125,000 1,125,000 1,125,000 1,125,000<br />
Long-Term Debt 10,660,000 11,186,000 5,597,000 5,000,000<br />
Total Financial Liabilities 311,933,000 312,459,000 307,756,000 307,159,000<br />
Core Deposit Intangibles 12,631,000 — 12,691,000 —<br />
Fixed Assets <strong>and</strong> Net Other Assets <strong>and</strong> Liabilities 11,747,000 11,747,000 12,528,000 12,528,000<br />
Net Total Asset Value $ 40,430,000 $ 29,108,000 $ 45,447,000 $ 35,188,000<br />
Note 3 — Fair Value Measurements<br />
Effective January 1, 2008 the Corporation adopted the provisions of SFAS No.<br />
157, “Fair Value Measurements” for assets <strong>and</strong> liabilities measured <strong>and</strong> reported at<br />
fair value. SFAS 157 defined fair value, establishes a framework for measuring fair<br />
value <strong>and</strong> exp<strong>and</strong>s disclosures about fair value measurements.<br />
SFAS 157 defines fair value as the price that would be received to sell an asset<br />
or paid to transfer a liability in an orderly transaction between market participants.<br />
SFAS 157 requires the use of valuation techniques that are consistent with<br />
the market approach, the income approach <strong>and</strong>/or the cost approach. Inputs to<br />
valuation techniques refer to the assumptions that market participants would<br />
use in pricing the asset or liability. Inputs may be observable, meaning those that<br />
reflect the assumptions market participants would use in pricing the asset or<br />
liability developed based on market data obtained from independent sources, or<br />
unobservable, meaning those that reflect the reporting entity’s own assumptions<br />
about the assumptions market participants would use in pricing the asset or liability<br />
developed based on the best information available in the circumstances. In<br />
that regard, SFAS 157 established a fair value hierarchy for valuation inputs that<br />
gives the highest priority to quoted prices in active markets for identical assets or<br />
liabilities <strong>and</strong> the lowest priority to unobservable inputs. The fair value hierarchy<br />
is as follows:<br />
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active<br />
markets that the entity has the ability to access as of the measurement date.<br />
Level 2: Significant other observable inputs other than Level 1 prices such as<br />
quoted prices for similar assets or liabilities; quoted prices in markets that are not<br />
active; or other inputs that are observable or can be corroborated by observable<br />
market data.<br />
Level 3: Significant unobservable inputs that reflect a reporting entity’s own<br />
assumptions about the assumptions that market participants would use in pricing<br />
an asset or liability.<br />
A description of the valuation methodologies used for assets <strong>and</strong> liabilities<br />
measure at fair value, as well as the general classification of such instruments<br />
pursuant to the valuation hierarchy, is set forth below.<br />
Securities Available for Sale<br />
When available, quoted market prices are used to determine the fair value of<br />
investment securities <strong>and</strong> such items are classified within Level 1 of the fair value<br />
hierarchy. An example is U.S. Treasury securities. For other securities, the Corporation<br />
determines fair value based on various sources <strong>and</strong> may apply matrix pricing<br />
with observable prices for similar bonds where a price for the identical bond<br />
is not observable. Securities measured at fair value by such methods are classified<br />
as Level 2. Certain securities are not valued based on observable transactions <strong>and</strong><br />
are, therefore, classified as Level 3. The fair value of these securities is based on<br />
management’s best estimates.<br />
Impaired Loans<br />
Impaired loans are evaluated <strong>and</strong> valued at the time the loan is identified as<br />
impaired, at the lower cost of fair value. Fair value is measured based on the value<br />
of the collateral securing these loans <strong>and</strong> is classified at a level 3 in the fair value<br />
hierarchy. Collateral may be real estate <strong>and</strong>/or business assets including equipment,<br />
inventory <strong>and</strong>/or accounts receivable <strong>and</strong> is determined based on appraisals<br />
by qualified licensed appraisers hired by the Corporation. Appraised <strong>and</strong> reported<br />
values may be discounted based on management’s historical knowledge, changes<br />
in market conditions from the time of valuation, <strong>and</strong>/or management’s expertise<br />
<strong>and</strong> knowledge of the client <strong>and</strong> client’s business.<br />
Loans Held for Sale<br />
Loans held for sale are carried at the lower of cost or market value. The fair value<br />
of loans held for sale is based on what secondary markets are currently offering<br />
for portfolios with similar characteristics. As such, the Corporation classifies loans<br />
subjected to nonrecurring fair value adjustments as Level 2.<br />
Assets <strong>and</strong> Liabilities Recorded at Fair Value on a Recurring Basis<br />
The following table summarizes assets <strong>and</strong> liabilities measured at fair value on a recurring basis as of December 31, 2008, segregated by the level of the valuation inputs<br />
within the fair value hierarchy utilized to measure fair value.<br />
Fair Value Measurements at December 31, 2008 Using:<br />
December 31, 2008 Quoted Prices in Active Significant Other Significant<br />
markets for Identical Observable Inputs unobservable Inputs<br />
Assets (Level 1) (Level 2) (Level 3)<br />
Securities available for sale 137,928,610 1,147,508 136,781,102 —<br />
Assets <strong>and</strong> Liabilities Recorded at Fair Value on a Nonrecurring Basis<br />
The Corporation may be required, from time to time, to measure certain assets <strong>and</strong> liabilities at fair value on a nonrecurring basis in accordance with U.S. generally accepted<br />
accounting principles. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period.<br />
Assets measured at fair value on a nonrecurring basis are included in the table below.<br />
Fair Value Measurements at December 31, 2008 Using:<br />
December 31, 2008 Quoted Prices in Active Significant Other Significant<br />
markets for Identical Observable Inputs unobservable Inputs<br />
Assets (Level 1) (Level 2) (Level 3)<br />
Impaired loans 1,000,000 — — 1,000,000<br />
Loans held for sale 220,918 — 220,918 —<br />
Impaired loans with a carrying amount of $1,060,000 were written down to the fair value $1,000,000 less cost to sell of $100,000 resulting in a valuation allowance of<br />
$160,000 included in the allowance for loan losses.<br />
17
<strong>Seaway</strong> Bancshares, Inc. 2008 Annual Report<br />
Note 4 — Investment Securities<br />
The following is a summary of investment securities classified as available-for-sale at December 31, 2008:<br />
Amortized Cost Gross Unrealized Gross Unrealized F fair Value<br />
holding Gains H holding Losses<br />
Equity Securities $ 1,068.453 79,055 — $ 1,147,508<br />
United States Government Agencies 122,760,860 889,943 — 123,650,803<br />
Obligations of State <strong>and</strong> Political Subdivisions 728,934 12,747 — 741,681<br />
Mortgage-Backed Securities 11,477,493 29,565 — 11,507,058<br />
Other Investment Securities 1,100,000 — (218,440) 881,560<br />
Total $ 137,135,740 1,011,310 (218,440) $ 137,928,610<br />
The following is a summary of Investment securities classified as held-to-maturity at December 31, 2008:<br />
Amortized Cost Gross Unrealized Gross Unrealized F fair Value<br />
holding Gains H holding Losses<br />
Other Investment Securities $ 685,493 — — $ 685,493<br />
Total $ 685,493 — — $ 685,493<br />
At December 31, 2008, investments in debt securities with a fixed maturity, classified as available-for-sale, are scheduled to mature as follows: (based on amortized cost)<br />
maturity<br />
Within One Year One Through Five Years five Through Ten Years After Ten Years<br />
United States Government Agencies $ 12,999,191 12,195,575 47,691,251 $ 49,874,843<br />
Obligations of State <strong>and</strong> Political Subdivisions 578,934 150,000 — —<br />
Mortgage-Backed Securities 30,067 6,658,707 1,720,520 3,068,199<br />
Other Investment Securities — 1,100,000 — —<br />
Total $ 13,608,192 20,104,282 49,411,771 $ 52,943,042<br />
At December 31, 2008, investments in debt securities classified as held-to-maturity are scheduled to mature as follows:<br />
maturity<br />
Within One Year One Through Five Years five Through Ten Years After Ten Years<br />
Other Investment Securities $ 1,477 9,771 9,104 665,141<br />
Total $ 1,477 9,771 9,104 665,141<br />
The following is a summary of investment securities classified as available for sale at December 31, 2007:<br />
Amortized Cost Gross Unrealized Gross Unrealized F fair Value<br />
holding Gains H holding Losses<br />
Equity Securities $ 1,068,453 179,091 — $ 1,247,544<br />
United States Government Agencies 118,076,148 107,681 — 118,183,829<br />
Obligations of State <strong>and</strong> Political Subdivisions 914,853 26,536 — 941,389<br />
Mortgage-Backed Securities 11,110,933 — (124,067) 10,986,866<br />
Other Investment Securities 1,150,000 — (94,710) 1,055,290<br />
Total $ 132,320,387 313,308 (218,777) $ 132,414,918<br />
The following is a summary of investment securities classified as held-to-maturity as of December 31, 2007:<br />
Amortized Cost Gross Unrealized Gross Unrealized F fair Value<br />
holding Gains H holding Losses<br />
Other Investment Securities $ 654,172 — — $ 654,172<br />
Total $ 654,172 — — $ 654,172<br />
At December 31, 2007, investments in debt securities with a fixed maturity, classified as available-for-sale, are scheduled to mature as follows: (based on amortized cost)<br />
maturity<br />
Within One Year One Through Five Years five Through Ten Years After Ten Years<br />
United States Government Agencies $ 6,999,591 31,164,469 43,687,968 $ 36,224,120<br />
Obligations of State <strong>and</strong> Political Subdivisions 190,000 724,853 — —<br />
Mortgage-Backed Securities 220,088 7,363,892 3,275,171 251,782<br />
Other investment Securities $ 50,000 1,000,000 50,000 $ 50,000<br />
Total $ 7,459,679 $ 40,253,214 $ 47,013,139 $ 36,475,902<br />
At December 31, 2007, investments in debt securities classified as held-to-maturity are scheduled to mature as follows:<br />
maturity<br />
Within One Year One Through Five Years five Through Ten Years After Ten Years<br />
Other Investment Securities $ — 14,251 35,980 $ 603,941<br />
Total $ — 14,251 35,980 $ 603,941<br />
18
Note 4, continued<br />
During 2008, sales proceeds <strong>and</strong> gross realized gains <strong>and</strong> losses on investment securities classified as available-for-sale <strong>and</strong> held to maturity were:<br />
Available for Sale<br />
held to Maturity<br />
Sale Proceeds $ 92,886,740 $ —<br />
Gross Realized (Losses) — —<br />
Realized Gains $ 145,197 $ —<br />
During 2007, sales proceeds <strong>and</strong> gross realized gains <strong>and</strong> losses on investment securities classified as available-for-sale <strong>and</strong> held to maturity were:<br />
Available for Sale<br />
held to Maturity<br />
Sale Proceeds $ 15,265,000 $ —<br />
Gross Realized (Losses) — —<br />
Realized Gains $ — $ —<br />
Investment securities carried at approximately $119,683,650 <strong>and</strong> $102,986,212 at December 31, 2008 <strong>and</strong> 2007 respectively, were pledged to secure public deposits <strong>and</strong> for<br />
other purposes required by law.<br />
Note 5 - Loans<br />
Major classifications of loans included in the accompanying Statements of Condition at December 2008 <strong>and</strong> 2007 are as follows:<br />
2008 2007<br />
Consumer Loans $ 3,049,855 $ 4,130,092<br />
Commercial <strong>and</strong> Industrial loans 42,952,122 22,555,480<br />
Real Estate Loans 138,502,493 125,209,853<br />
Real Estate Construction Loans 13,318,078 29,351,302<br />
Gross Loans 196,822,548 181,246,727<br />
Less-Unearned Discount — (123)<br />
Loans, Net of Unearned Discount $ 196,822,548 $ 181,246,604<br />
At December 31, 2008 <strong>and</strong> 2007, loans aggregating $3,400,526 <strong>and</strong> $3,499,068 respectively, were outst<strong>and</strong>ing to Officers, Directors <strong>and</strong> principal shareholders of the<br />
<strong>Bank</strong> or to corporations in which such officers or directors had a beneficial interest. These loans were all made with substantially the same interest rates <strong>and</strong> collateral<br />
requirements as comparable loans to non-related borrowers. During 2008, <strong>and</strong> 2007, new loans to such related parties amounted to $475,305 <strong>and</strong> $459,924 respectively.<br />
Loan repayments during the year amounted to $573,847 <strong>and</strong> $1,104,375 respectively. Non-accrual loans at December 31, 2008 <strong>and</strong> 2007 approximated $10,243,603 <strong>and</strong><br />
$1,868,085 respectively. The amount of interest income, which would have been recorded if the loans were on an accrual basis, would have approximated $691,761 during<br />
2008, <strong>and</strong> $111,357 during 2007. Commercial <strong>and</strong> multi-family real estate loans aggregated approximately $44,939,160 <strong>and</strong> $25,000,200 at December 31,2008 <strong>and</strong><br />
December 31, 2007 respectively. A majority of these properties are located in the Chicago metropolitan area. These loans are collateralized by the related properties <strong>and</strong> the<br />
loan-to-value ratios generally do not exceed 75 percent.<br />
During the year the Corporation made a $5,000,000 loan to the Metavante Corporation. Metavante provides data processing services. The loan was made with substantially<br />
the same interest rate <strong>and</strong> collateral requirements as the comparable loans to non-related borrowers.<br />
Note 6 — Allowance for Possible Loan Losses <strong>and</strong> Impaired Loans<br />
As of December 31, 2008 <strong>and</strong> December 31, 2007, the total recorded investment in impaired loans was $14,815,147 <strong>and</strong> $2,576,824, respectively. Of these amounts, in<br />
2008 <strong>and</strong> 2007, $3,117,666 <strong>and</strong> $936,201 were subject to an allowance for possible loan losses of $552,234 <strong>and</strong> $72,823 respectively. During 2008, the average recorded<br />
investment in impaired loans was $15,265,122 <strong>and</strong> $2,939,857 in 2007. Interest income recognized in 2008 <strong>and</strong> 2007 during the period in which the loans were impaired<br />
was $493,880 <strong>and</strong> $140,588. The amount of income that would have been recorded on a cash basis during 2008 <strong>and</strong> 2007 would have been $564,768 <strong>and</strong> $154,180.<br />
Following is a summary of the activity in the Allowance for Possible Loan Losses:<br />
2008 2007<br />
Balance at Beginning of Year $ 1,840,318 $ 1,734,781<br />
Recoveries credited to the allowance 29,506 335,431<br />
Provision for possible loan losses 995,000 80,000<br />
Loans charged-off (704,079) (309,894)<br />
Balance at End of Year $ 2,160,745 $ 1,840,318<br />
Note 7 — Premises <strong>and</strong> Equipment<br />
A summary of premises <strong>and</strong> equipment at December 31, 2008 <strong>and</strong> 2007 is a follows:<br />
consolidated B bank Only<br />
2008 2007 2008 2007<br />
Premises $ 7,141,988 7,033,362 7,283,845 $ 7,175,219<br />
Equipment 5,225,900 4,872,710 5,225,900 4,872,710<br />
12,367,888 11,906,072 12,509,745 12,047,929<br />
Less-Accumulated Depreciation (7,578,800) (7,033,266) (7,578,800) (7,033,266)<br />
Net Book Value $ 4,789,088 4,872,806 4,930,945 $ 5,014,663<br />
Depreciation charged to consolidated operating expenses amounted to $666,869 <strong>and</strong> $567,843 for 2008 <strong>and</strong> 2007 respectively. Equipment rental expense for 2008 <strong>and</strong><br />
2007 was $8,101 <strong>and</strong> $13,816 respectively.<br />
19
<strong>Seaway</strong> Bancshares, Inc. 2008 Annual Report<br />
Note 8 — Deposits<br />
consolidated B bank Only<br />
2008 2007 2008 2007<br />
Non-Interest-Bearing Deposits<br />
Deposits of individuals, partnerships <strong>and</strong> corporations $ 34,847,289 44,333,762 34,861,667 $ 45,219,224<br />
Deposits of the United States Government 9,946 136 9,946 136<br />
Deposits of state <strong>and</strong> political subdivisions 73,186 630,710 73,186 630,710<br />
Certified <strong>and</strong> official checks 1,652,920 1,857,620 1,652,920 1,857,620<br />
Total non-interest-bearing deposits 36,583,341 46,822,228 36,597,719 47,707,690<br />
Interest-Bearing Deposits:<br />
Deposits of individuals, partnerships <strong>and</strong> corporations 164,323,652 154,033,289 164,323,652 154,033,289<br />
Deposits of the United States Government 7,996,227 8,513,676 7,996,227 8,513,676<br />
Deposits of state <strong>and</strong> political subdivisions 102,868,140 87,075,013 102,868,140 87,075,013<br />
Other Depository Institutions in US 3,509,502 3,704,101 3,509,502 3,704,101<br />
Total Interest-Bearing Subdivisions 278,697,521 253,326,079 278,697,521 253,326,079<br />
Total Deposits $ 315,280,862 300,148,307 315,295,240 $ 301,033,769<br />
Certificates of deposit of $100,000 or more included in the balance of interest-bearing deposits amounted to $132,794,803 <strong>and</strong> $99,172,123 at December 31, 2008 <strong>and</strong><br />
2007 respectively.<br />
Certificates of deposits maturing in years ending December 31, at December 31, 2008:<br />
2009 $ 133,145,710<br />
2010 9,628,079<br />
2011 1,750,721<br />
2012 5,337,510<br />
2013 <strong>and</strong> thereafter 19,601,203<br />
$ 169,463,223<br />
At December 31, 2008, deposits of executive officers, directors, <strong>and</strong> principal shareholders of the <strong>Bank</strong> <strong>and</strong> corporations in which such officers or directors had a beneficial<br />
interest total approximately $10,589,752<br />
Note 9 — Income Taxes<br />
Effective January 1, 2001, the Corporation <strong>and</strong> the <strong>Bank</strong> jointly elected to be treated as an S Corporation for federal income tax purposes. As an S Corporation, the<br />
Corporation <strong>and</strong> the <strong>Bank</strong> are generally only currently liable for federal corporate level income taxes on certain “built-in gains” existing at December 31, 2000 which are<br />
recognized after that date <strong>and</strong> any applicable state corporate level income taxes (including the Illinois Replacement Tax). As a further consequence of the S Corporation<br />
election, the Corporation <strong>and</strong> the <strong>Bank</strong> have been required to revalue certain deferred tax assets <strong>and</strong> liabilities at the lower statutory tax rates applicable to S Corporations.<br />
The current <strong>and</strong> deferred components of income tax expenses are as follows:<br />
consolidated B bank Only<br />
2008 2007 2008 2007<br />
Current Federal $ 8,400 — 8,400 $ —<br />
State 30,716 14,169 30,716 12,064<br />
Deferred (4,416) (9,169) (4,416) (7,064)<br />
Total $ 34,700 5,000 34,700 $ 5,000<br />
The sources of timing differences resulting in deferred income taxes <strong>and</strong> the tax effects for the years ended December 31, 2008 <strong>and</strong> 2007, on a consolidated <strong>and</strong> bank basis<br />
are as follows:<br />
consolidated B bank Only<br />
2008 2007 2008 2007<br />
Loan loss deduction charged to operating expenses less<br />
than (in excess of) that for income tax purposes $ (4,810) (1,583) (4,810) $ (1,583)<br />
Depreciation expense for income tax purposes in<br />
excess of the amount charged to operating expense 3,539 (1,729) 3,539 376<br />
State Income Tax — — — —<br />
Accretion of bond discount, Net (788) 446 (788) 446<br />
Other (2,357) (6,303) (2,357) (6,303)<br />
$ (4,416) (9,169) (4,416) $ (7,064)<br />
As a result of FAS 115, which relates to the recording of unrealized security gains <strong>and</strong> losses, the following deferred tax items are not included in the above tables <strong>and</strong><br />
are charged or credited directly to shareholders’ equity: at December 31, 2008, <strong>and</strong> 2007, $46,263 <strong>and</strong> $86,549 of tax liabilities, respectively, were recorded for unrealized<br />
security gains relating to securities classified as available for sale.<br />
The effective tax rates for both the Corporation <strong>and</strong> the <strong>Bank</strong> are less than the statutory Federal Income Tax rates. The reasons for the difference between such rates <strong>and</strong><br />
the Federal Income Tax statutory rates for 2008 <strong>and</strong> 2007 are as follows:<br />
20
Note 9, continued<br />
December 31, 2008 consolidated B bank Only<br />
Amount Percent of Pretax Income Amount Percent of Pretax Income<br />
Tax expense at statutory rate $ 980,433 34.0% 1,129,158 34.0%<br />
Increase (reduction) in taxes resulting from:<br />
S Corporation Election (972,264) -33.7% (1,120,989 -33.8%<br />
Tax Exempt Interest (15,276) -0.5% (15,276) -0.5%<br />
State Replacement Tax 30,716 1.1% 30,716 0.9%<br />
Other 11,091 0.4% 11,091 0.3%<br />
Net Reduction (945,733) (32.7) (1,094,458) (33.1)<br />
$ 34,700 1.3% $ 34,700 .9%<br />
December 31, 2007 consolidated B bank Only<br />
Amount Percent of Pretax Income Amount Percent of Pretax Income<br />
Tax expense at statutory rate $ 866,487 34.0% $ 1,088,521 34.0%<br />
Increase (reduction) in taxes resulting from:<br />
S Corporation Election (802,517) (31.5) (1,024,551) (32.0)<br />
Tax Exempt Interest (20,001) (0.8) (20,001) (0.8)<br />
State Replacement Tax 12,064 0.5 12,064 0.4<br />
Other (51,033) (2.0) (51,033) (1.6)<br />
Net Reduction (861,487) (33.8) (1,083,521) (34.0)<br />
$ 5,000 0.2% $ 5,000 0%<br />
Included in Other Liabilities in 2008 <strong>and</strong> Other Assets in 2007 of the Consolidated <strong>and</strong> <strong>Bank</strong>-Only Statements of Condition are deferred tax assets <strong>and</strong> liabilities<br />
as follows:<br />
consolidated B bank Only<br />
2008 2007 2008 2007<br />
Deferred Tax Asset $ 56,636 $ 54,944 $ 56,636 $ 54,944<br />
Deferred Tax Liability (50,973) (93,983) (50,973) (93,983)<br />
Net Deferred Tax Assets/(Liabilities) $ 5,663 $ (39,039) $ 5,663 $ (39,039)<br />
Note 10 — Long-Term Debt-Subordinated Debentures<br />
In 2006, the Corporation formed a wholly-owned unconsolidated finance<br />
subsidiary (“<strong>Trust</strong>”), for the sole purpose of issuing $6 million of <strong>Trust</strong> Preferred<br />
securities. The proceeds of the <strong>Trust</strong> Preferred securities, along with proceeds of<br />
$186,000 from the issuance of common securities by the <strong>Trust</strong> to the Corporation,<br />
were used to purchase $6,186 million of the Corporations fixed rate junior<br />
subordinated notes (“Debentures”).<br />
The Debentures mature 30 years from the issuance date, but are redeemable<br />
(at par) at the Corporation’s option at any time commencing on the fifth<br />
anniversary of the issuance (or upon the occurrence of certain other prescribed<br />
events). Interest payments on the debentures are payable quarterly. So long as an<br />
event of default has not occurred (described further below), the Corporation<br />
may defer interest payments for up to 20 consecutive quarters. Events of default<br />
include failure to pay interest at maturity, or filing bankruptcy.<br />
If the Corporation were to elect to defer interest on the Debentures, the<br />
Corporation would generally be restricted from declaring or paying any dividends<br />
to common shareholders or repurchasing its common stock.<br />
Debentures outst<strong>and</strong>ing totaled $6.186 million at December 31 2007. The<br />
scheduled maturity of the Debenture is $6.186 in 2036. Interest <strong>and</strong> fees included<br />
in interest expense totaled $397,760 at December 31, 2008. The Debenture interest<br />
rate is fixed for 5 years at 6.43% <strong>and</strong> then after floating at the 6 month Libor<br />
rate plus 159 basis points.<br />
Note 11 — Common Stock<br />
The following schedule summarizes the information concerning the common stock of the Corporation <strong>and</strong> the <strong>Bank</strong> at December 31, 2008 <strong>and</strong> 2007.<br />
consolidated B bank Only<br />
2008 2007 2008 2007<br />
Par Value $ 1 $ 1 $ 10 $ 10<br />
Shares Authorized 400,000 400,000 93,570 93,750<br />
Shares Outst<strong>and</strong>ing 301,513 301,513 85,101 85,101<br />
Weighted average number shares outst<strong>and</strong>ing 301,513 301,513 85,101 85,101<br />
Note 12 — Regulatory Matters<br />
The Corporation’s principal source of income is the payment of dividends on the<br />
stock of the bank owned by the Corporation. Illinois law restricts the <strong>Bank</strong>’s ability<br />
to pay these dividends. Under the Illinois <strong>Bank</strong>ing Act, no dividend may be<br />
declared by an Illinois state-chartered bank (i) except out of the bank’s net profits<br />
<strong>and</strong> (ii) unless the bank has transferred to surplus at least one-tenth of its net<br />
profits since the date of the declaration of the last preceding dividend, until the<br />
amount of its surplus is at least equal to its capital. Net profits under the Illinois<br />
<strong>Bank</strong>ing Act must be adjusted for losses <strong>and</strong> bad debts (i.e. debts owing to the<br />
bank on which interest is past due <strong>and</strong> unpaid for a period of six months or more<br />
unless such debts are well secured <strong>and</strong> in the process of collection).<br />
Under the Federal Deposit Insurance Corporation Improvement Act of 1991<br />
(“FDICIA”), no insured depository institution may declare any dividend if, following<br />
the payment of such dividend, the institution would be undercapitalized.<br />
The <strong>Bank</strong> is required to have minimum tier one <strong>and</strong> total risk based capital<br />
ratios of 6% <strong>and</strong> 10% respectively. The <strong>Bank</strong>’s actual ratios as of December 31,<br />
2008 <strong>and</strong> December 31, 2007 were 17.21% <strong>and</strong> 17.73% respectively. The <strong>Bank</strong>’s<br />
leverage ratio at December 31, 2008 <strong>and</strong> December 31, 2007 was 10.11% <strong>and</strong><br />
10.30% respectively.<br />
21
<strong>Seaway</strong> Bancshares, Inc. 2008 Annual Report<br />
Note 13 — Acquisition of <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> <strong>Trust</strong> <strong>Company</strong> Common Stock<br />
On September 29, 1987, the Corporation consummated a transaction in which it<br />
acquired the remaining 1,130 shares of bank common stock. Under the terms of<br />
this transaction, the <strong>Bank</strong> was merged with an interim bank. The bank resulting<br />
from the merger continued to conduct the business of the <strong>Bank</strong> with the same<br />
officers <strong>and</strong> directors, <strong>and</strong> with all the same rights, duties, powers <strong>and</strong> obligations<br />
which the <strong>Bank</strong> held immediately prior to the merger. Upon consummation of<br />
the merger, the holders of the remaining 1,130 shares of <strong>Bank</strong> common-stock<br />
relinquished any ownership interest in the <strong>Bank</strong> <strong>and</strong> became entitled to receive<br />
$145.00 cash for each of their shares. At September 29, 1987, the Corporation<br />
owned 100% of outst<strong>and</strong>ing common stock of the <strong>Bank</strong>. Payment to the holders<br />
of the 1,130 shares of <strong>Bank</strong> common stock is made by the Corporation upon<br />
delivery of the certificates representing such shares. As of December 31, 2008<br />
<strong>and</strong> 2007, 315 shares respectively, had not been delivered to the Corporation.<br />
The amount due to these shareholders was $45,675 at December 31, 2008 <strong>and</strong><br />
December 31, 2007, respectively.<br />
Note 14 — <strong>Seaway</strong> Community Development Corporation<br />
On March 15, 1997 the Corporation guaranteed a $400,000 Line of Credit<br />
extended to <strong>Seaway</strong> Community Development Corporation (SCDC) by <strong>Bank</strong><br />
of America, N.A. Effective November 28, 2007, the Corporation guaranteed<br />
the renewed Line of Credit Agreement, which expired on October 31, 2008. At<br />
December 31, 2008 <strong>and</strong> 2007, SCDC had outst<strong>and</strong>ing advances of $100,000 <strong>and</strong><br />
$94,965 respectively.<br />
Note 15 — Profit Sharing <strong>Trust</strong><br />
On January 1, 1977, the Board of Directors of the <strong>Bank</strong> adopted an Employee<br />
Profit Sharing Plan for those employees with a minimum of one year of service.<br />
Effective January 1, 1989, the Board of Directors adopted the <strong>Seaway</strong> National<br />
<strong>Bank</strong> Employee Savings Plan. The two plans were merged as of March 31, 1990<br />
to form the <strong>Seaway</strong> National <strong>Bank</strong> Profit Sharing <strong>Trust</strong> (the “<strong>Trust</strong>”). The <strong>Trust</strong><br />
qualifies under Internal Revenue Code sections 401 <strong>and</strong> 501.<br />
The <strong>Bank</strong> makes contributions to the <strong>Trust</strong> from its current or accumulated<br />
profits, as well as, a matching contribution on behalf of each qualified employee<br />
equal to 25% of the employee’s matchable salary reduction of up to 4%. Employees<br />
may elect to make a salary reduction contribution on an optional basis<br />
up to a maximum of 12% of their annual earnings. Contributions of the <strong>Bank</strong><br />
<strong>and</strong> employees are subject to certain Internal Revenue Code limitations. Vesting<br />
in the <strong>Trust</strong> begins after two years of service <strong>and</strong> employees are fully vested after<br />
seven years of service. The <strong>Bank</strong>’s contributions to the <strong>Trust</strong> were $150,000 <strong>and</strong><br />
$178,560 in 2008 <strong>and</strong> 2007, respectively.<br />
Note 16 — Stock Option Plan<br />
In December of 1998, the <strong>Seaway</strong> National <strong>Bank</strong> Incentive Stock Option Plan<br />
(ISO) was established. Participants in the Plan shall be selected by the Board of<br />
Directors from among the <strong>Bank</strong>’s executive officers <strong>and</strong> any other key employees<br />
of the <strong>Bank</strong> who have the capability of making a substantial contribution to the<br />
<strong>Bank</strong>. The aggregate number of shares, which may be issued under the options<br />
granted pursuant to the Plan shall be 25,000 Common Shares. The grant of<br />
incentive stock options (ISO) will be considered annually at a regularly scheduled<br />
board meeting. The price per share of Common Stock payable upon exercise<br />
of an ISO shall be equal to 110% of the fair market value of a share of Common<br />
Stock on the date the ISO is granted. The <strong>Bank</strong> will engage the services<br />
of an independent business valuation company to determine the fair value of a<br />
share of Common Stock on the date the ISO is granted. Each ISO shall be fully<br />
exercisable upon issuance <strong>and</strong> may be exercised during a period of ten (10) years,<br />
commencing on the date of grant. The Plan was terminated effective October 1,<br />
2003 by the Board of Directors in August 2003.<br />
In August 2003, The Board of Directors approved the Executive Incentive<br />
Plan (Phantom) <strong>and</strong> the Supplemental Executive Retirement Plan, (SERP). These<br />
plans were designed to replace the ISO Plan. The Board of Directors in December<br />
2008 <strong>and</strong> 2007, respectively, awarded 550 <strong>and</strong> 500 Phantom Stock Units.<br />
The expense recorded in 2008 <strong>and</strong> 2007 for the Phantom Plan was $52,311 <strong>and</strong><br />
$63,703, respectively. The SERP provides an incentive for continuing performance<br />
by key executives <strong>and</strong> provides for additional retirement benefits. During<br />
2003, the <strong>Bank</strong> purchased a $4.3 million bank-owned life insurance contract to<br />
fund the plan. The contract has been reported in the financial statement in Other<br />
Assets. At December 31, 2008 <strong>and</strong> 2007 cash surrender value was $5,244 <strong>and</strong><br />
$5,061 million, respectively. The expense for the SERP recorded in 2008 <strong>and</strong><br />
2007 was $317,734 <strong>and</strong> $293,421, respectively.<br />
Note 17 — Commitments <strong>and</strong> Contingencies Support<br />
The <strong>Bank</strong>’s financial statements do not reflect various <strong>commitment</strong>s <strong>and</strong> contingent liabilities which arise in the normal course of business <strong>and</strong> which involve elements of<br />
credit risk, interest rate risk <strong>and</strong> liquidity risk. These <strong>commitment</strong>s <strong>and</strong> contingent liabilities are <strong>commitment</strong>s to extend credit <strong>and</strong> st<strong>and</strong>by letters of credit. A summary of<br />
the <strong>Bank</strong>’s <strong>commitment</strong>s <strong>and</strong> contingent liabilities at December 31, 2008 <strong>and</strong> 2007 are as follows:<br />
approximate Amount<br />
2008 2007<br />
Commitments to Extend Credit $ 66,124,479 $ 53,657,751<br />
Home Equity Loans $ 473,802 $ 462,667<br />
St<strong>and</strong>by Letters of Credit $ 46,870 $ 341,870<br />
Commitments to extend credit, home equity lines of credit <strong>and</strong> st<strong>and</strong>by letters of credit all include exposure to some credit loss in the event of non-performance by the<br />
customer. The <strong>Bank</strong>’s credit policies <strong>and</strong> procedures for credit <strong>commitment</strong>s <strong>and</strong> financial guarantees are the same as those for the extension of credit that are recorded<br />
on the Statement of Condition. Because these instruments have fixed maturity dates <strong>and</strong> because many of them expire without being drawn upon, they do not generally<br />
present any significant liquidity risk to the <strong>Bank</strong>.<br />
Generally, home equity lines are secured by real property <strong>and</strong> st<strong>and</strong>by letters of credit are secured by deposits or other acceptable collateral. The <strong>Bank</strong> does not anticipate<br />
any losses as a result of these <strong>commitment</strong>s.<br />
The <strong>Bank</strong> is a defendant in legal actions arising from normal business activities. Management believes that those actions are without merit or that the ultimate liability,<br />
if any, resulting from them will not materially affect the <strong>Bank</strong>’s financial position.<br />
Note 18 — Retirement of Certain <strong>Seaway</strong> Bancshares, Inc. Common Stock<br />
On September 27, 2000, <strong>Seaway</strong> Bancshares, Inc. made an offer of $80.00 a share<br />
to any stockholder who owned 500 or fewer shares of common stock. This offer<br />
expired on October 27, 2000. Related to this offer 1,171 shares valued at $93,680<br />
were tendered.<br />
On October 19, 2000 the Board of Directors of <strong>Seaway</strong> Bancshares, Inc. approved<br />
a resolution to effectuate a reverse stock split on a 101 to 1 basis on all of<br />
the issued <strong>and</strong> outst<strong>and</strong>ing shares of record on the close of business on November<br />
14, 2000, <strong>and</strong> to retire fractional shares at a price of $77.00 per share. The Corporation<br />
retired 479 shares valued at $36,883 under this resolution. The Corporation<br />
upon completion of the stock split, acquired from shareholders who owned<br />
fewer than 100 shares of the common stock, 316 shares that were not tendered<br />
at December 31, 2000 under the November 14, 2000 offer. The value of these<br />
shares acquired, but not tendered, was $2,695 at December 31, 2008 <strong>and</strong> 2007,<br />
respectively, <strong>and</strong> is included on Other Liabilities on the <strong>Seaway</strong> Bancshares, Inc.<br />
financial statements. The Corporation authorized a 100 to 1 stock split effective<br />
as of 12:00 am on November 15, 2000.<br />
22<br />
Note 19 — Intangible Assets<br />
In late December, 2000, certain assets of the foreign exchange operation of Highl<strong>and</strong><br />
Community <strong>Bank</strong> were acquired. The excess of the cost of this acquisition<br />
over the fair value of the acquired net assets at the date of acquisition is reported<br />
as intangible assets. The Corporation adopted FAS 142 effective January 1, 2002,<br />
<strong>and</strong> accordingly, has ceased amortizing amounts related to goodwill starting from<br />
that date.<br />
As required by FAS 142, goodwill is subject to an annual impairment test. The<br />
test consists of a two-step process whereby a determination is made as to whether<br />
impairment exists, <strong>and</strong> then whether an adjustment is required. Impairment losses<br />
were recognized in 2008 <strong>and</strong> 2007 in the amounts of $210,000 <strong>and</strong> $140,338,<br />
respectively. The aforementioned banking operations have been submitted to bid<br />
by the City of Chicago. A number of local <strong>Bank</strong>s <strong>and</strong> Financial Service Companies,<br />
along with <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> <strong>Trust</strong> <strong>Company</strong> have submitted bids. Currently,<br />
it is impossible to predict the outcome of the bidding process. We are confident<br />
that we have submitted a highly competitive bid. However, our analysis indicates<br />
that it would be prudent to recognize an impairment loss to accurately report the<br />
current fair value of the goodwill.
Independent Auditor’s Report<br />
To the Board of Directors <strong>and</strong> Stockholders of <strong>Seaway</strong> Bancshares, Inc. <strong>and</strong> Subsidiary<br />
We have audited the accompanying consolidated statements of financial condition of <strong>Seaway</strong> Bancshares,<br />
Inc. (a Delaware Corporation) <strong>and</strong> Subsidiary as of December 31, 2008 <strong>and</strong> 2007, <strong>and</strong> the related consolidated<br />
statements of income, changes in stockholders’ equity, <strong>and</strong> cash flows for the years then ended <strong>and</strong><br />
the accompanying statements of financial condition of <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> <strong>Trust</strong> <strong>Company</strong> as of December<br />
31, 2008 <strong>and</strong> 2007, <strong>and</strong> the related statements of income, changes in stockholders’ equity, <strong>and</strong> cash flows<br />
for the years then ended. These financial statements are the responsibility of the Corporation’s management.<br />
Our responsibility is to express an opinion on these financial statements based upon our audits.<br />
We conducted our audits in accordance with auditing st<strong>and</strong>ards generally accepted in the United States<br />
of America. Those st<strong>and</strong>ards require that we plan <strong>and</strong> perform the audits to obtain reasonable assurance<br />
about whether the financial statements are free of material misstatement. An audit includes examining<br />
on a test basis, evidence supporting the amounts <strong>and</strong> disclosures in the financial statements. An audit also<br />
includes assessing the accounting principles used <strong>and</strong> significant estimates made by management, as well<br />
as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable<br />
basis for our opinion.<br />
In our opinion, the financial statements referred to above present fairly, in all material respects, the<br />
financial position of <strong>Seaway</strong> Bancshares, Inc. <strong>and</strong> Subsidiary <strong>and</strong> <strong>Seaway</strong> <strong>Bank</strong> <strong>and</strong> <strong>Trust</strong> <strong>Company</strong> as of<br />
December 31, 2008 <strong>and</strong> 2007, <strong>and</strong> the results of operations <strong>and</strong> cash flows for the years then ended in<br />
conformity with accounting principles generally accepted in the United States of America.<br />
Washington, Pittman & McKeever, LLC<br />
Chicago, Illinois<br />
March 11, 2009<br />
23
<strong>Seaway</strong> Bancshares, Inc. 2008 Annual Report<br />
Board of Directors <strong>and</strong> Officers<br />
seaway bank <strong>and</strong> trust company<br />
Front row (left to right)<br />
Jacoby Dickens, Walter<br />
E. Grady, Phyllis Davis.<br />
Back row (left to right)<br />
David A. Kelly, James<br />
Compton, William Bates,<br />
Jr., Joseph Caldwell,<br />
Jory Luster, Richard S.<br />
Abrams.<br />
Board of Directors<br />
Jacoby Dickens<br />
Chairman of the Board<br />
Walter E. Grady<br />
President & Chief Executive<br />
Officer<br />
Richard S. Abrams<br />
Executive Vice President &<br />
Chief Operating Officer<br />
William Bates, Jr.<br />
Executive Vice President &<br />
General Counsel<br />
Joseph Caldwell<br />
President<br />
Tailo-Rite Clothing Care<br />
James Compton<br />
President & Chief Executive<br />
Officer - Retired<br />
Chicago Urban League<br />
Phyllis Davis<br />
President<br />
Phyllis Davis Real Estate<br />
David A. Kelly<br />
Vice President - Retired<br />
NiSource, Inc.<br />
Jory Luster<br />
President<br />
Luster Products<br />
Officers<br />
S<strong>and</strong>ra Alfonso<br />
Airport Operations Officer<br />
Gail L. Bahar<br />
VP/Human Resources Officer<br />
David Becerra<br />
Retail Loan Officer –<br />
Waukegan LPO<br />
Virgil Booker<br />
VP/Retail Loan Officer<br />
Ronald Branch<br />
Commercial Loan Officer<br />
Addie Collins<br />
AVP/Retail Loan Officer<br />
Danny Davis<br />
Commercial Loan Officer –<br />
Waukegan LPO<br />
Terrence Grady<br />
Commercial Loan Officer<br />
Claudette Harris<br />
AVP/Marketing Officer<br />
Daren Hobbs<br />
AVP/Commercial Loan<br />
Officer<br />
David Hollins<br />
AVP/Operations Officer<br />
Lois B. Jenkins<br />
VP/<strong>Trust</strong> Officer<br />
Kathleen Martin<br />
Teller Operations Officer<br />
Patricia McCreary<br />
SVP/Cashier<br />
Jeanne McGraw<br />
Loan Accounting Officer<br />
Tracy Meeks<br />
VP/Commercial Loan Officer<br />
Musibau Oriola<br />
VP/Airport Operations<br />
Officer<br />
Trina E. Phelps<br />
VP/Internal Auditor/Loan<br />
Review Officer<br />
Dwayne Shipp<br />
VP/Comptroller<br />
Morris Simpson<br />
Assistant Comptroller<br />
Alice Stewart<br />
Business Development Officer<br />
Daniel Taylor<br />
SCDC Director/<br />
Business Development<br />
Coordinator<br />
Brenda Terrell<br />
Administrative Services/<br />
Security Officer<br />
Denise Weaver<br />
VP/BSA/Compliance Officer<br />
Arlene Williams<br />
EVP/Lending<br />
April Wright<br />
AVP/Loan Operations/<br />
Credit Administration Officer<br />
24<br />
Kimberley Richardson<br />
<strong>Trust</strong> Officer
<strong>Bank</strong>ing Facilities<br />
Design: Stephen B. Starr Design, Inc. Editorial: Kevin Cranfill Principal Photography: Wheeler Commercial Photography Printing: Graphic Partners, Inc.<br />
Main <strong>Bank</strong><br />
645 East 87th Street<br />
Chicago, IL 60619<br />
West Facility<br />
Chatham Ridge Shopping Center<br />
8652 South Lafayette Avenue<br />
Chicago, IL 60620<br />
South Facility<br />
11116 South Michigan Avenue<br />
Chicago, IL 60628<br />
East Facility<br />
825 East 87th Street<br />
Chicago, IL 60619<br />
Loan Production Office<br />
1334 North Lewis Avenue<br />
Waukegan, IL 60085<br />
Airport Facilities<br />
O’Hare International Airport<br />
Foreign Currency Exchange<br />
Terminals 1, 2, 3 <strong>and</strong> 5<br />
Depository, Terminals 2 <strong>and</strong> 5<br />
Chicago, IL 60666<br />
Midway International Airport<br />
Foreign Currency Exchange<br />
Concourse A<br />
5700 South Cicero Avenue<br />
Chicago, IL 60638<br />
New name.<br />
Additional ATM Facilities<br />
City of Chicago Revenue Office<br />
2006 East 95th Street<br />
Chicago, IL 60617<br />
2550 West Addison<br />
Chicago, IL 60618<br />
Kimbark Liquors<br />
1214 East 53rd Street<br />
Chicago, IL 60615<br />
McCormick Place<br />
2301 South Lake Shore Drive<br />
Chicago, IL 60615<br />
Skyway Bowl<br />
9915 South Torrence Avenue<br />
Chicago, IL 60617<br />
YMCA<br />
6330 Stony Isl<strong>and</strong> Avenue<br />
Chicago, IL 60637<br />
New look.<br />
<strong>Same</strong> <strong>commitment</strong>.
<strong>Seaway</strong> Bancshares, Inc.<br />
645 East 87th Street<br />
Chicago, Illinois 60619<br />
773. 487. 4800<br />
www.seawaybank.us