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10-K - 10-K - WEST SUBURBAN BANCORP INCa09-35829_110k.htm
EX-21 - EX-21 - WEST SUBURBAN BANCORP INCa09-35829_1ex21.htm
EX-32.1 - EX-32.1 - WEST SUBURBAN BANCORP INCa09-35829_1ex32d1.htm
EX-31.1 - EX-31.1 - WEST SUBURBAN BANCORP INCa09-35829_1ex31d1.htm
EX-32.2 - EX-32.2 - WEST SUBURBAN BANCORP INCa09-35829_1ex32d2.htm
EX-31.2 - EX-31.2 - WEST SUBURBAN BANCORP INCa09-35829_1ex31d2.htm

Exhibit 13

 

Profile

 

West Suburban Bancorp, Inc. (“West Suburban”) is the parent bank holding company of West Suburban Bank, Lombard, Illinois (the “Bank” and, together with West Suburban, the “Company”). The Company had total assets at December 31, 2009 of approximately $1.9 billion. The Bank is one of the largest independent banks headquartered in DuPage County, Illinois.

 

West Suburban Bancorp, Inc.

Financial Highlights

 

 

 

Years Ended December 31,

 

 

 

(Dollars in thousands, except per share data)

 

 

 

2009

 

2008

 

2007

 

2006

 

2005

 

Net (loss) income from continuing operations

 

$

(4,244

)

$

17,242

 

$

22,814

 

$

25,129

 

$

25,259

 

Net income (loss) from discontinued operations

 

3,409

 

(426

)

599

 

222

 

227

 

Net (loss) income

 

(835

)

16,816

 

23,413

 

25,351

 

25,486

 

Per share data

 

 

 

 

 

 

 

 

 

 

 

(Loss) earnings from continuing operations

 

(9.89

)

39.87

 

52.75

 

58.11

 

58.41

 

Earnings (loss) from discontinued operations

 

7.94

 

(0.99

)

1.38

 

0.51

 

0.52

 

(Loss) earnings per share

 

(1.95

)

38.88

 

54.13

 

58.62

 

58.93

 

Book value (GAAP)

 

296.97

 

264.12

 

241.76

 

220.43

 

218.87

 

Book value (non-GAAP) (1)

 

370.14

 

372.03

 

373.34

 

359.18

 

344.60

 

Net loans

 

1,167,675

 

1,233,595

 

1,226,571

 

1,153,885

 

1,091,747

 

Total assets

 

1,938,583

 

1,867,420

 

1,851,357

 

1,876,643

 

1,827,191

 

Total deposits

 

1,756,987

 

1,625,925

 

1,637,714

 

1,677,844

 

1,639,666

 

 


(1)         Book value per share (non-GAAP) represents the aggregate amount of shareholders’ equity and common stock in ESOP subject to contingent repurchase obligation divided by the number of outstanding shares. See Note 8 to the Company’s consolidated financial statements and “Non-GAAP Financial Measures.” This presentation is consistent with the Company’s belief that it is unlikely that the Company would be required to satisfy the contingent repurchase obligation.

 

Table of Contents

 

Profile

1

Special Note Concerning Forward-Looking Statements and Risk Factors

2

Letter to Our Shareholders, Customers and Friends

3

Common Stock, Book Value and Dividends

4

Business Review

4

Management’s Report on Internal Control Over Financial Reporting

5

Report of Independent Registered Public Accounting Firm

6

Consolidated Financial Statements

7

Notes to Consolidated Financial Statements

11

Stock Performance Presentation

34

Selected Financial Data

36

Non-GAAP Financial Measures

37

Average Balance Sheets, Net Interest Income and Average Rates and Yields on a Tax Equivalent Basis

38

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

39

Boards of Directors and Officers

50

Addresses of West Suburban Facilities

53

Map of Facilities

55

Shareholder Information

56

 

1



 
Special Note Concerning Forward-Looking Statements and Risk Factors

 

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

 

A number of factors, many of which are beyond the ability of the Company to control or predict, could cause actual results to differ materially from those in its forward-looking statements. These factors include, among others, the following: (i) the strength of the U.S. and global economies and financial markets in general and the strength of the local economies in which the Company conducts its operations, including the local residential and commercial real estate markets, which may be less favorable than expected and may result in, among other things, a deterioration in the credit quality and value of the Company’s assets; (ii) the effects of, and changes in, federal, state and local laws, regulations and policies affecting banking, securities, taxation, insurance and monetary and financial matters, as well as any laws and regulations otherwise affecting the Company, including laws and regulations intended to address the current stresses in the U.S. and global financial markets, national security and money laundering; (iii) the effects of continued adverse market conditions and further volatility in investment securities generally, which may result in a deterioration in the value of the securities in the Company’s investment portfolio; (iv) the ability of the Company to comply with, and satisfy the requirements of, its formal written agreements with its regulators and the consequences that may result from any inability to comply; (v) the ability of the Company to comply with applicable federal, state and local laws, regulations and policies and the consequences that may result from any inability to comply; (vi) the effects of changes in interest rates (including the effects of changes in the rate of prepayments of the Company’s assets) and the policies of the Board of Governors of the Federal Reserve System; (vii) the ability of the Company to compete with other financial institutions as effectively as the Company currently intends due to increases in competitive pressures in the financial services sector; (viii) the ability of the Company to maintain an acceptable net interest margin; (ix) the ability of the Company to obtain new customers and retain existing customers; (x) the timely development and acceptance of products and services, including products and services offered through alternative delivery channels such as the Internet; (xi) technological changes implemented by the Company and by other parties, including third party vendors, which may be more difficult or more expensive than anticipated or which may have unforeseen consequences to the Company and its customers, including technological changes implemented for, or related to, the Company’s website or new products; (xii) the ability of the Company, and certain of its vendors, to develop and maintain secure and reliable electronic systems, including systems developed for the Company’s website or new products; (xiii) the ability of the Company to retain directors, executives and key employees, and the difficulty that the Company may experience in replacing directors, executives and key employees in an effective manner; (xiv) consumer spending and saving habits which may change in a manner that affects the Company’s business adversely; (xv) the economic impact of past and any future terrorist attacks, acts of war or threats thereof and the response of the U.S. to any such attacks and threats; (xvi) business combinations and the integration of acquired businesses, which may be more difficult or expensive than expected; (xvii) the costs, effects and outcomes of existing or future litigation and disputes with third parties, including, but not limited to, claims in connection with collection actions, employment matters and sales of business units; (xviii) changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies and the Financial Accounting Standards Board, the Public Company Accounting Oversight Board and the Securities and Exchange Commission; (xix) credit risks and the risks from concentrations (by geographic area or industry) within the Company’s loan portfolio; (xx) the failure of the Company’s Real Estate Investment Trust (“REIT”) to qualify as a REIT and the effects of such failure on the Company’s consolidated effective tax rate; and (xxi) the ability of the Company to manage the risks associated with the foregoing as well as anticipated.

 

Additional information concerning the Company and its business, including risk factors that could materially affect the Company’s results of operations and financial condition, is included in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K.

 

2



 

To Our Shareholders, Customers and Friends

 

The challenges presented by the economy during 2008 continued throughout most of 2009. The banking industry continued to experience a significant number of failures, the financial markets struggled to gain traction and the local and national economies failed to show signs of growth.

 

Although this was disappointing to us, we were still able to outperform most of our peers (U.S. banks between $1 and $3 billion in assets) according to Uniform Bank Performance data as of, and for the year ended, December 31, 2009. Our net loss for 2009 represented a (.04)% return on average assets in comparison to a return of (.28)% for our peers. Our non-current loans as a percentage of gross loans was 3.25% compared to 3.76% for our peers as of December 31, 2009.

 

In 2009 at West Suburban, we experienced the first net loss in our 48 year history. The net loss in 2009 totaled $.8 million compared to net income in 2008 of $16.8 million. The decrease resulted primarily from $24.9 million we recognized for provision for loan losses as we increased our allowance for loan losses to total loans to 2.17%. We believe that increasing our allowance for loan losses was appropriate in light of the state of the local and national economies and the increases in our problem and nonaccrual loans in our loan portfolio. Additionally, during 2009 we wrote off $8.3 million of pooled trust preferred securities. Even as we built our reserves and recorded certain losses, our performance permitted us to declare dividends of $10 per share in 2009 and minimize our net loss. Also during 2009, we were able to grow our total assets while maintaining our strong capital levels.

 

During 2009, our board of directors decided to suspend the payment of a quarterly dividend. We feel it was a prudent business decision to suspend the payment of dividends in order to maintain strong capital levels as we navigate our way through this time of economic uncertainty. Please be assured that it is our highest priority to protect your investment by continuing to evaluate all areas of our business, the local and national economies, as well as changes in banking regulations.

 

Helping to meet the challenges we are being faced with includes reducing or freezing operating costs, including salaries, marketing and discretionary benefits.   Additionally, we have tightened our lending criteria even more than we had over the last several years. We continue to review the rates paid on deposits and the rates we charge on loans daily to attempt to optimize our net interest margin while maintaining our strong and loyal customer base and the high quality of service we provide.

 

We would like to express our appreciation to everyone for the support that has allowed us to become and remain one of the largest independent banks headquartered in DuPage County and we welcome your comments and suggestions. We could not have achieved our success without the support of our shareholders, customers, communities, friends and employees.

 

As we all have been affected in some way in this recession we, as you, look forward to better times for West Suburban as well as our Nation. Thank you for your continued support and understanding.

 

 

Sincerely,

 

GRAPHIC

GRAPHIC

Kevin J. Acker

Duane G. Debs

Chairman of the Board

President

and Chief Executive Officer

and Chief Financial Officer

 

3



 

Common Stock, Book Value and Dividends

 

West Suburban has a single class of common stock issued and outstanding. The common stock is not traded on any stock exchange or on the over-the-counter market. West Suburban’s per share book value as of the end of each quarter and dividends declared for the last two years are set forth below:

 

Year

 

Quarter

 

BookValue
GAAP

 

BookValue
Non-GAAP (1)

 

Dividends
Declared

 

2009

 

4th

 

$

296.97

 

$

370.14

 

$

 

 

 

3rd

 

290.74

 

369.42

 

 

 

 

2nd

 

280.02

 

365.53

 

2.00

 

 

 

1st

 

271.55

 

370.49

 

8.00

 

 

 

 

 

 

 

 

 

 

 

2008

 

4th

 

$

264.12

 

$

372.03

 

$

10.00

 

 

 

3rd

 

263.04

 

376.34

 

10.00

 

 

 

2nd

 

249.64

 

374.87

 

10.00

 

 

 

1st

 

242.62

 

382.15

 

10.00

 

 


(1)         Book value per share (non-GAAP) represents the aggregate amount of shareholders’ equity and common stock in ESOP subject to contingent repurchase obligation divided by the number of outstanding shares. See Note 8 to the Company’s consolidated financial statements and “Non-GAAP Financial Measures.” This presentation is consistent with the Company’s belief that it is unlikely that the Company would be required to satisfy the contingent repurchase obligation.

 

During 2009, the Company’s board of directors decided to suspend the payment of the quarterly dividend. The board will reevaluate the payment of dividends each quarter.

 

Business Review

 

As of December 31, 2009, the Company had total assets of approximately $1.9 billion and maintained 35 full-service branches, five limited-service branches and four departments providing insurance, financial and other services for the convenience of the customers of the Bank throughout DuPage, Kane, Kendall and Will Counties in Illinois. The Bank focuses on providing retail and commercial banking products and services in its market area. The Company had 502 full-time equivalent employees at December 31, 2009.

 

GRAPHIC

 

4



 

GRAPHIC

 

MANAGEMENT’S REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING

 

Management of the Company is responsible for establishing and maintaining an effective system of internal control over financial reporting. The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There are inherent limitations in the effectiveness of any system of internal control over financial reporting, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even an effective system of internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

 

Management assessed the Company’s systems of internal control over financial reporting as of December 31, 2009. This assessment was based on criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that, as of December 31, 2009, the Company maintained effective internal control over financial reporting based on those criteria.

 

The Company’s independent auditors have issued an audit report on the effectiveness of the Company’s internal control over financial reporting.

 

 

March 10, 2010

 

GRAPHIC

Kevin J. Acker

Chairman of the Board and Chief Executive Officer

 

 

GRAPHIC

Duane G. Debs

President and Chief Financial Officer

 

5



 

GRAPHIC

 

Report of Independent Registered Public Accounting Firm

 

Board of Directors and Shareholders

West Suburban Bancorp, Inc.

Lombard, Illinois

 

We have audited the accompanying consolidated balance sheets of West Suburban Bancorp, Inc.  (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2009. We also have audited the Company’s internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

 

/s/ Crowe Horwath LLP

 

Oak Brook, Illinois

March 10, 2010

 

6



 

WEST SUBURBAN BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2009 AND 2008

(Dollars in thousands)

 

 

 

2009

 

2008

 

Assets

 

 

 

 

 

Cash and due from banks

 

$

68,610

 

$

33,174

 

Federal funds sold

 

80,000

 

22,300

 

Total cash and cash equivalents

 

148,610

 

55,474

 

Securities

 

 

 

 

 

Available for sale (amortized cost of $199,139 in 2009 and $227,333 in 2008)

 

205,610

 

225,814

 

Held to maturity (fair value of $273,316 in 2009 and $244,928 in 2008)

 

265,908

 

240,234

 

Federal Home Loan Bank stock

 

7,599

 

6,144

 

Total securities

 

479,117

 

472,192

 

Loans, less allowance for loan losses of $25,922 in 2009 and $15,578 in 2008

 

1,167,675

 

1,233,595

 

Bank-owned life insurance

 

37,601

 

35,442

 

Premises and equipment, net

 

43,768

 

44,343

 

Other real estate

 

25,994

 

4,658

 

Accrued interest and other assets

 

35,818

 

19,014

 

Assets of discontinued operations

 

 

2,702

 

Total assets

 

$

1,938,583

 

$

1,867,420

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

Deposits

 

 

 

 

 

Demand-noninterest-bearing

 

$

125,132

 

$

132,664

 

Prepaid solutions card deposits

 

30,577

 

34,360

 

Interest-bearing

 

1,601,278

 

1,458,901

 

Total deposits

 

1,756,987

 

1,625,925

 

Federal funds purchased

 

 

55,000

 

Prepaid solutions cards

 

6,315

 

3,604

 

Accrued interest and other liabilities

 

17,288

 

20,793

 

Liabilites of discontinued operations

 

 

1,199

 

 

 

 

 

 

 

Common stock in ESOP subject to contingent repurchase obligation

 

31,230

 

46,670

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Common stock, no par value; 15,000,000 shares authorized; 426,850 shares issued and outstanding at December 31, 2009 and 432,495 shares issued and outstanding at December 31, 2008

 

3,412

 

3,457

 

Surplus

 

35,453

 

38,066

 

Retained earnings

 

115,544

 

120,676

 

Accumulated other comprehensive income (loss)

 

3,584

 

(1,300

)

Amount reclassified on ESOP shares

 

(31,230

)

(46,670

)

Total shareholders’ equity

 

126,763

 

114,229

 

Total liabilities and shareholders’ equity

 

$

1,938,583

 

$

1,867,420

 

 

See accompanying notes to consolidated financial statements.

 

7



 

WEST SUBURBAN BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007

(Dollars in thousands, except per share data)

 

 

 

2009

 

2008

 

2007

 

Interest income

 

 

 

 

 

 

 

Loans, including fees

 

$

62,818

 

$

72,577

 

$

85,088

 

Securities

 

 

 

 

 

 

 

Taxable

 

17,985

 

21,109

 

19,192

 

Exempt from federal income tax

 

1,135

 

1,176

 

1,121

 

Federal funds sold

 

162

 

198

 

3,061

 

Total interest income

 

82,100

 

95,060

 

108,462

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

 

 

Deposits

 

24,944

 

33,308

 

48,203

 

Other

 

43

 

664

 

3

 

Total interest expense

 

24,987

 

33,972

 

48,206

 

Net interest income

 

57,113

 

61,088

 

60,256

 

Provision for loan losses

 

24,925

 

10,360

 

375

 

Net interest income after provision for loan losses

 

32,188

 

50,728

 

59,881

 

 

 

 

 

 

 

 

 

Noninterest income

 

 

 

 

 

 

 

Service fees on deposit accounts

 

5,941

 

6,357

 

6,435

 

Debit card fees

 

2,052

 

2,150

 

2,081

 

Bank-owned life insurance

 

2,030

 

(2,179

)

1,525

 

Net gain on sales of loans held for sale

 

553

 

70

 

50

 

Net realized gains (losses) on securities transactions

 

109

 

101

 

(6

)

Impairment of FHLMC preferred stock

 

 

 

(381

)

Impairment of trust preferred securities

 

(8,320

)

 

 

Gain on redemption of VISA stock

 

 

2,075

 

 

Other

 

3,421

 

3,890

 

3,980

 

Total noninterest income

 

5,786

 

12,464

 

13,684

 

 

 

 

 

 

 

 

 

Noninterest expense

 

 

 

 

 

 

 

Salaries and employee benefits

 

24,671

 

19,925

 

22,974

 

Furniture and equipment

 

5,707

 

5,694

 

5,396

 

Occupancy

 

5,038

 

5,172

 

4,509

 

Professional fees

 

3,492

 

1,703

 

1,384

 

FDIC assessments

 

3,647

 

500

 

299

 

Loan administration

 

1,252

 

383

 

326

 

Advertising and promotion

 

727

 

1,834

 

2,077

 

Other

 

5,486

 

5,659

 

5,683

 

Total noninterest expense

 

50,020

 

40,870

 

42,648

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations before income taxes

 

(12,046

)

22,322

 

30,917

 

Income tax (benefit) expense

 

(7,802

)

5,080

 

8,103

 

Net (loss) income from continuing operations

 

(4,244

)

17,242

 

22,814

 

Discontinued operations

 

 

 

 

 

 

 

Gain on sale of prepaid solutions group, net of tax

 

3,313

 

 

 

Discontinued operations, net of tax

 

96

 

(426

)

599

 

Net income (loss) from discontinued operations

 

3,409

 

(426

)

599

 

Net (loss) income

 

$

(835

)

$

16,816

 

$

23,413

 

 

 

 

 

 

 

 

 

(Loss) earnings from continuing operations per share

 

$

(9.89

)

$

39.87

 

$

52.75

 

Earnings (loss) from discontinued operations per share

 

$

7.94

 

$

(0.99

)

$

1.38

 

(Loss) earnings per share

 

$

(1.95

)

$

38.88

 

$

54.13

 

Average shares outstanding

 

429,137

 

432,495

 

432,495

 

 

See accompanying notes to consolidated financial statements.

 

8



 

WEST SUBURBAN BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007

(Dollars in thousands, except per share data)

 

 

 

Common
Stock
and
Surplus

 

Retained
Earnings

 

Accumulated
Other
Comprehensive
Income
(Loss)

 

Amount
Reclassified
on ESOP
Shares

 

Total Shareholders’
Equity

 

Balance, January 1, 2007

 

$

41,523

 

$

119,572

 

$

(5,751

)

$

(60,009

)

$

95,335

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

23,413

 

 

 

 

 

23,413

 

Change in unrealized loss on available for sale securities, net of reclassification and tax effects

 

 

 

 

 

4,432

 

 

 

4,432

 

Change in postretirement obligations, net of reclassificaton and tax effects

 

 

 

 

 

(96

)

 

 

(96

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

27,749

 

Cash dividends declared - $50.00 per share

 

 

 

(21,625

)

 

 

 

 

(21,625

)

Reclassification due to change in fair value of common stock in ESOP subject to contingent repurchase obligation

 

 

 

 

 

 

 

3,102

 

3,102

 

Balance, December 31, 2007

 

41,523

 

121,360

 

(1,415

)

(56,907

)

104,561

 

 

 

 

 

 

 

 

 

 

 

 

 

Cummulative adjustment to apply guidance on bank-owned life insurance

 

 

 

(200

)

 

 

 

 

(200

)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

16,816

 

 

 

 

 

16,816

 

Change in unrealized loss on available for sale securities, net of reclassification and tax effects

 

 

 

 

 

106

 

 

 

106

 

Change in postretirement obligations, net of reclassificaton and tax effects

 

 

 

 

 

9

 

 

 

9

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

16,931

 

Cash dividends declared - $40.00 per share

 

 

 

(17,300

)

 

 

 

 

(17,300

)

Reclassification due to change in fair value of common stock in ESOP subject to contingent repurchase obligation

 

 

 

 

 

 

 

10,237

 

10,237

 

Balance, December 31, 2008

 

41,523

 

120,676

 

(1,300

)

(46,670

)

114,229

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase and retirement of 5,645 shares of common stock

 

(2,658

)

 

 

 

 

 

 

(2,658

)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

(835

)

 

 

 

 

(835

)

Change in unrealized loss on available for sale securities, net of reclassification and tax effects

 

 

 

 

 

4,813

 

 

 

4,813

 

Change in postretirement obligations, net of reclassificaton and tax effects

 

 

 

 

 

71

 

 

 

71

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

4,049

 

Cash dividends declared - $10.00 per share

 

 

 

(4,297

)

 

 

 

 

(4,297

)

Reclassification due to change in fair value of common stock in ESOP subject to contingent repurchase obligation

 

 

 

 

 

 

 

15,440

 

15,440

 

Balance, December 31, 2009

 

$

38,865

 

$

115,544

 

$

3,584

 

$

(31,230

)

$

126,763

 

 

See accompanying notes to consolidated financial statements.

 

9



 

WEST SUBURBAN BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007

(Dollars in thousands)

 

 

 

2009

 

2008

 

2007

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net (loss) income

 

$

(835

)

$

16,816

 

$

23,413

 

Adjustments to reconcile net (loss) income to net cash provided by continuing operating activities

 

 

 

 

 

 

 

Depreciation

 

3,246

 

3,342

 

3,218

 

Provision for loan losses

 

24,925

 

10,360

 

375

 

Deferred income tax benefit

 

(5,603

)

(1,861

)

(1,269

)

Net discount accretion and premium amortization of securities

 

673

 

(148

)

291

 

Net realized (gain) loss on securities transactions

 

(109

)

(101

)

6

 

Impairment of FHLMC preferred stock

 

 

 

381

 

Impairment of trust preferred securities

 

8,320

 

 

 

Gain on redemption of VISA stock

 

 

(2,075

)

 

(Increase) decrease in carrying value of bank-owned life insurance

 

(2,030

)

2,179

 

(1,525

)

Net gain on sales of loans held for sale

 

(553

)

(70

)

(50

)

Sales of loans held for sale

 

53,168

 

5,480

 

5,875

 

Origination of loans held for sale

 

(50,847

)

(6,828

)

(6,175

)

Net loss (gain) on sales of premises and equipment

 

19

 

(5

)

(2

)

Net loss (gain) on sales of other real estate

 

3

 

(29

)

2

 

Write down of other real estate

 

449

 

121

 

 

(Increase) decrease in accrued interest and other assets

 

(13,893

)

3,122

 

(342

)

(Decrease) increase in accrued interest and other liabilities

 

(7,288

)

(5,637

)

4,081

 

Net cash provided by (used in) discontinued operating activities

 

4,768

 

756

 

(1,102

)

Net cash provided by operating activities

 

14,413

 

25,422

 

27,177

 

Cash flows from investing activities

 

 

 

 

 

 

 

Securities available for sale

 

 

 

 

 

 

 

Sales

 

19,777

 

89,838

 

470

 

Maturities, calls and redemptions

 

83,762

 

167,248

 

89,870

 

Purchases

 

(85,592

)

(22,241

)

(90,088

)

Securities held to maturity and FHLB stock

 

 

 

 

 

 

 

Maturities, calls and redemptions

 

79,754

 

23,603

 

21,054

 

Purchases

 

(105,520

)

(240,376

)

(167

)

Net decrease (increase) in loans

 

13,520

 

(20,411

)

(73,725

)

Investment in bank-owned life insurance

 

(129

)

(337

)

(1,336

)

Purchases of premises and equipment

 

(2,616

)

(5,215

)

(6,156

)

Sales of premises and equipment

 

731

 

154

 

92

 

Sales of other real estate

 

3,919

 

519

 

539

 

Net cash used in discontinued investing activities

 

(701

)

(779

)

(365

)

Net cash provided by (used in) continuing investing activities

 

6,905

 

(7,997

)

(59,812

)

Cash flows from financing activities

 

 

 

 

 

 

 

Net increase (decrease) in deposits

 

131,062

 

(46,149

)

(40,130

)

Net (decrease) increase in federal funds purchased

 

(55,000

)

55,000

 

 

Repurchase and retirement of common stock

 

(2,658

)

 

 

Net increase in prepaid solutions cards

 

2,711

 

13,315

 

3,544

 

Dividends paid

 

(4,297

)

(17,300

)

(21,625

)

Net cash provided by (used in) financing activities

 

71,818

 

4,866

 

(58,211

)

Net increase (decrease) in cash and cash equivalents

 

93,136

 

22,291

 

(90,846

)

Beginning cash and cash equivalents

 

55,474

 

33,183

 

124,029

 

Ending cash and cash equivalents

 

$

148,610

 

$

55,474

 

$

33,183

 

Supplemental disclosures

 

 

 

 

 

 

 

Cash paid for interest

 

$

25,000

 

$

35,031

 

$

48,816

 

Cash paid for income taxes

 

1,918

 

7,824

 

9,082

 

Other real estate acquired through loan foreclosures

 

25,707

 

4,445

 

1,014

 

 

See accompanying notes to consolidated financial statements.

 

10



 

WEST SUBURBAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

Note 1 - Nature of Business and Summary of Significant Accounting Policies

 

West Suburban Bancorp, Inc. (“West Suburban”) through the branch network of its subsidiary, West Suburban Bank (the “Bank” and, together with West Suburban, the “Company”), operates 35 full-service branches, five limited-service branches and four departments providing insurance, financial and other services for the convenience of the customers of the Bank throughout DuPage, Kane, Kendall and Will Counties in Illinois. Customers in these areas are the primary consumers of the Company’s loan and deposit products and services. Although borrower cash flow is expected to be the primary source of repayment, the Company’s loans are generally secured by various forms of collateral or security including real estate, business assets, consumer goods, personal guarantees and other items.

 

Operating Segments

While the Company’s senior management monitors the revenue streams derived from various individual and groups of products and services, operations are managed and financial performance is evaluated on a company-wide basis. Accordingly, all of the Company’s operations are considered by management to be aggregated in one reportable operating segment. Discrete financial information is not available other than on a company-wide basis.

 

Principles of Consolidation

The consolidated financial statements include the accounts of West Suburban and the Bank. Significant intercompany accounts and transactions have been eliminated.

 

Use of Estimates

To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions, which are subject to change, based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, fair values of financial instruments, carrying values of other real estate and other-than-temporary impairment of securities are particularly subject to change.

 

Securities

Debt and marketable equity securities are classified into two categories, “available for sale” and “held to maturity.” Available for sale securities are carried at fair value with net unrealized gains and losses (net of deferred tax) reported in accumulated other comprehensive income (loss) as a separate component of shareholders’ equity. Held to maturity securities are carried at amortized cost as the Company has both the ability and positive intent to hold them to maturity. Other securities such as Federal Home Loan Bank stock are carried at cost. Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. Gains and losses on sales are recorded on the trade date and determined using the specific identification method. The Company does not engage in trading activities.

 

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Declines in the fair value of securities below their cost that are other than temporary are reflected as realized losses. In estimating other-than-temporary losses, management considers the length of time and extent that fair value has been less than cost, the financial condition and near term prospects of the issuer and whether the Company has the intent to sell or more likely than not would be required to sell the security before its anticipated recovery.

 

Loans and Allowance for Loan Losses

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of unearned interest, deferred loan fees and costs and an allowance for loan losses. Interest income is accrued on the unpaid balance of the Company’s loans and includes amortization of net deferred loan fees and costs over the loan term. Loan origination fees, net of certain direct origination costs,

 

11



 

are deferred and recognized in interest income using the level-yield method without anticipating prepayments. Accrual of interest is generally discontinued on loans 90 days past due, or on an earlier date, if management believes, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of principal or interest is doubtful. In some circumstances, a loan more than 90 days past due may continue to accrue interest if it is fully secured and in the process of collection. When a loan is classified as nonaccrual, interest previously accrued but not collected is charged back to interest income. When payments are received on nonaccrual loans they are first applied to principal, then to interest income and finally to expenses incurred for collection.

 

The allowance for loan losses is a valuation allowance for probable incurred credit losses in the loan portfolio. The allowance is increased by a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan has been established. Subsequent recoveries, if any, are credited to the allowance. The allowance consists of specific and general components. The specific component relates to specific loans that are individually classified as impaired. The general component covers pools of other loans and is based on historical loss experience adjusted for current factors. The allowance for loan losses is evaluated monthly based on management’s periodic review of loan collectibility in light of historical loan loss experience, the nature and volume of the loan portfolio, information about specific borrower situations and estimated collateral values and prevailing economic conditions. Although allocations of the allowance may be made for specific loans, the entire allowance is available for any loan that, in management’s judgment, should be charged-off. Management’s evaluation of loan collectibility is inherently subjective as it requires estimates that are subject to significant revision as more information becomes available or as relevant circumstances change.

 

The Company evaluates commercial, real estate construction and commercial mortgage loans monthly for impairment. A loan is considered impaired when, based on current information and events, full payment under the loan terms is not expected. Loans for which the terms have been modified and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings and classified as impaired. Impairment is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the loan’s collateral, if repayment of the loan is collateral dependent. A valuation allowance is maintained for the amount of impairment. Generally, loans 90 days or more past due and loans classified as nonaccrual status are considered for impairment. Impairment is considered on an entire category basis for smaller-balance loans of similar nature such as residential real estate and consumer loans, and on an individual basis for other loans. In general, consumer and credit card loans are charged-off no later than 120 days after a consumer or credit card loan becomes past due.

 

Loans Held for Sale

Loans are identified as either held for investment or held for sale upon origination. Loans held for sale are recorded at the lower of amortized cost or fair value, as determined by outside commitments from investors. Unrealized losses, if any, are recognized on a current basis by charges to earnings. At December 31, 2009 and 2008, loans held for sale were $0 and $1,768, respectively. The cost and fair value of loans held for sale was approximately the same. Mortgage loans held for sale are generally sold with servicing released.

 

Bank-Owned Life Insurance (“BOLI”)

The Company has purchased life insurance policies on certain officers and directors. Bank-owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

 

Premises and Equipment

Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is generally computed on the straight-line method over the estimated useful lives of the assets ranging from 8 to 50 years for premises and from 3 to 15 years for furniture and equipment.

 

Other Real Estate

Other real estate includes properties acquired in partial or total settlement of problem loans. Assets acquired through or instead of loan foreclosure are initially recorded at fair value less anticipated costs to sell when acquired, establishing a new cost basis. If fair value declines subsequent to acquisition, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed.

 

12



 
Long-term Assets

Premises and equipment and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

 

Loan Commitments and Related Financial Instruments

Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.

 

Discontinued Operations

On December 4, 2009, the Company sold its prepaid solutions group. The current and comparative results related to the prepaid solutions group have been reflected as discontinued operations.

 

During 2010, the Company anticipates transferring substantially all of the outstanding balances on prepaid solutions cards, which represent the total of prepaid solutions cards deposits and prepaid solutions cards liabilities to another financial institution.

 

Income Taxes

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

 

The Company adopted Financial Accounting Standards Board (“FASB”) guidance “Accounting for Uncertainty in Income Taxes” as of January 1, 2007. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no impact on the Company’s financial condition or results of operations.

 

The Company recognizes interest and/or penalties related to income tax matters in income tax expense. During 2009, the Company did not record any interest or penalties related to income tax matters in income tax expense.

 

Employee Stock Ownership Plan (“ESOP”) and Other Retirement Plans

The West Suburban Bank 401(k) Profit Sharing Plan was established to assist the Company in recruiting and retaining its personnel. Participation in the plan is subject to certain age and service requirements. Although the Company currently intends to match a percentage of the contributions that each employee voluntarily makes to the plan, all contributions by the Company are discretionary and subject to review by the Board of Directors from time to time. The plan is also intended to enable long time employees of the Company that also participate in the ESOP to diversify their retirement savings.

 

The Bank also maintains an ESOP, which is a noncontributory tax qualified retirement plan that covers employees who have satisfied specific service requirements. Subject to review by the Board of Directors, the Bank makes contributions to the ESOP for the benefit of the participants from time to time. Dividends declared on common stock owned by the ESOP are charged against retained earnings.

 

Dividends paid on ESOP shares are passed through to participants. Earned and allocated ESOP shares are voted by the respective participants. Because participants may require the Company to purchase their ESOP shares upon termination of their employment, the appraised fair market value of all earned and allocated ESOP shares is reclassified from shareholders’ equity.

 

The Company has a postretirement heathcare plan covering certain executives. Postretirement benefit costs are net of service and interest costs and amortization of gains and losses not immediately recognized.

 

13



 

The Company has deferred compensation arrangements with certain former and current executive officers. Deferred compensation expense allocates the benefits over years of service.

 

Earnings Per Share

Earnings per share is calculated on the basis of the daily weighted average number of shares outstanding. ESOP shares are considered outstanding for this calculation.

 

Cash Flows

For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks and federal funds sold. Generally, federal funds are sold for one-day periods. Net cash flows are reported for customer loan, deposit, federal funds purchased and prepaid solutions cards transactions.

 

Comprehensive Income

Comprehensive income includes net income and other comprehensive income. The Company’s other comprehensive income consists of the change in unrealized gains and losses on available for sale securities and change in postretirement obligations, net of reclassification adjustments and deferred tax effects.

 

Legal Proceedings

Legal proceedings, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated.

 

Restrictions on Cash

Cash on hand or on deposit with the Federal Reserve Bank of $12,546 and $12,982 was required to meet regulatory reserve and clearing requirements at year end 2009 and 2008, respectively.

 

Dividend Restrictions

Banking regulations require maintaining certain capital levels and may limit the dividends paid by the Bank to West Suburban or by West Suburban to shareholders. (See Note 12 in the Consolidated Financial Statements for more specific disclosure.)

 

Fair Value of Financial Instruments

Fair value of financial instruments are estimated using relevant market information and other assumptions. (See Note 10 for more specific disclosure.) Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

 

Reclassifications

Certain reclassifications have been made in prior years’ financial statements to conform to the current year’s presentation. All applicable information as of and for the years ended 2008 and 2007 has been reclassified for discontinued operations comparative purposes. To conform with the balance sheet presentation as of December 31, 2009, the Company reclassified $34,360 of December 31, 2008 prepaid solutions cards balances from liabilities to deposits. This reclassification is in accordance with the Federal Deposit Insurance Corporation’s (“FDIC”) General Counsel Opinion No. 8 — “Stored Value Cards,” which became effective in the fourth quarter of 2008 and clarifies which prepaid solutions cards balances are classified as deposits. The balances that have been reclassified as deposits are eligible for FDIC insurance coverage to the maximum extent permitted by law. The reclassification of the December 31, 2008 balances did not change the Company’s consolidated assets disclosed in the December 31, 2008 consolidated financial statements and had no impact on the December 31, 2008 consolidated statement of income, statement of changes in shareholders’ equity or statement of cash flows.

 

Adoption of New Accounting Standards

In June 2009, the FASB replaced The Hierarchy of Generally Accepted Accounting Principles, with the FASB Accounting Standards Codification TM (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification was effective for financial statements issued for periods ending after September 15, 2009.

 

14



 

In April 2009, the FASB amended existing guidance for determining whether impairment is other-than-temporary for debt securities. The guidance requires an entity to assess whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of these criteria is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings.  For securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: (1) other-than-temporary impairment (“OTTI”) related to other factors, which is recognized in other comprehensive income and (2) OTTI related to credit loss, which must be recognized in the income statement.  The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. Additionally, disclosures about OTTI for debt and equity securities were expanded. This guidance was effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  The adoption did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

In April 2009, the FASB issued guidance that emphasizes that the objective of a fair value measurement does not change even when market activity for the asset or liability has decreased significantly.  Fair value is the price that would be received for an asset sold or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions.  When observable transactions or quoted prices are not considered orderly, then little, if any, weight should be assigned to the indication of the asset or liability’s fair value.   Adjustments to those transactions or prices should be applied to determine the appropriate fair value.  The guidance, which was applied prospectively, was effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  The adoption did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

In August 2009, the FASB amended existing guidance for the fair value measurement of liabilities by clarifying that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using a valuation technique that uses the quoted price of the identical liability when traded as an asset, that uses quoted prices for similar liabilities or similar liabilities when traded as assets, or that is consistent with existing fair value guidance. The amendments in this guidance also clarify that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The guidance was effective for the first reporting period beginning after issuance. The adoption did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

Newly Issued But Not Yet Effective Accounting Standards

In June 2009, the FASB amended previous guidance relating to transfers of financial assets and eliminated the concept of a qualifying special purpose entity.  This guidance must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. This guidance must be applied to transfers occurring on or after the effective date. Additionally, on and after the effective date, the concept of a qualifying special purpose entity is no longer relevant for accounting purposes. Therefore, formerly qualifying special-purpose entities should be evaluated for consolidation by reporting entities on and after the effective date in accordance with the applicable consolidation guidance. The disclosure provisions were also amended and apply to transfers that occurred both before and after the effective date of this guidance.  The Company does not expect the adoption to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

In June 2009, the FASB amended guidance for consolidation of variable interest entity guidance by replacing the quantitative-based risks and rewards calculation for determining which enterprise, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. Additional disclosures about an enterprise’s involvement in variable interest entities are also required. This guidance is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Early

 

15



 

adoption is prohibited. The Company does not expect the adoption to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 
Note 2 - Securities

 

The amortized cost, unrealized gains and losses and fair value of securities available for sale are as follows at December 31:

 

 

 

2009

 

 

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair
Value

 

U.S. government sponsored enterprises

 

$

49,621

 

$

909

 

$

(46

)

$

50,484

 

Mortgage-backed: residential

 

139,151

 

5,313

 

(13

)

144,451

 

States and political subdivisions

 

10,367

 

314

 

(6

)

10,675

 

Total debt securities

 

$

199,139

 

$

6,536

 

$

(65

)

$

205,610

 

 

 

 

2008

 

 

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair
Value

 

Corporate

 

$

24,430

 

$

 

$

(753

)

$

23,677

 

Trust preferred

 

8,511

 

 

(5,048

)

3,463

 

U.S. government sponsored enterprises

 

22,170

 

1,084

 

 

23,254

 

Mortgage-backed: residential

 

162,062

 

3,385

 

(153

)

165,294

 

States and political subdivisions

 

10,160

 

57

 

(91

)

10,126

 

Total debt securities

 

$

227,333

 

$

4,526

 

$

(6,045

)

$

225,814

 

 

The amortized cost, unrealized gains and losses and fair value of securities held to maturity are as follows at December 31:

 

 

 

2009

 

 

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair
Value

 

U.S. government sponsored enterprises

 

$

41,199

 

$

392

 

$

(48

)

$

41,543

 

Mortgage-backed: residential

 

178,129

 

7,029

 

(160

)

184,998

 

States and political subdivisions

 

46,580

 

429

 

(234

)

46,775

 

Total

 

$

265,908

 

$

7,850

 

$

(442

)

$

273,316

 

 

 

 

2008

 

 

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair
Value

 

U.S. government sponsored enterprises

 

$

28,072

 

$

759

 

$

 

$

28,831

 

Mortgage-backed: residential

 

193,187

 

4,499

 

(26

)

197,660

 

States and political subdivisions

 

18,975

 

98

 

(636

)

18,437

 

Total

 

$

240,234

 

$

5,356

 

$

(662

)

$

244,928

 

 

16



 

Securities with unrealized losses at year end 2009 and 2008 not recognized in income are presented below by the length of time the securities have been in a continuous unrealized loss position:

 

 

 

2009

 

 

 

Less than 12 Months

 

12 Months or More

 

Total

 

 

 

Fair
Value

 

Unrealized
Loss

 

Fair
Value

 

Unrealized
Loss

 

Fair
Value

 

Unrealized
Loss

 

U.S. government sponsored enterprises

 

$

25,637

 

$

(94

)

$

 

$

 

$

25,637

 

$

(94

)

Mortgage-backed: residential

 

21,072

 

(136

)

751

 

(37

)

21,823

 

(173

)

States and political subdivisions

 

2,964

 

(97

)

1,001

 

(143

)

3,965

 

(240

)

Total temporarily impaired

 

$

49,673

 

$

(327

)

$

1,752

 

$

(180

)

$

51,425

 

$

(507

)

 

 

 

2008

 

 

 

Less than 12 Months

 

12 Months or More

 

Total

 

 

 

Fair
Value

 

Unrealized
Loss

 

Fair
Value

 

Unrealized
Loss

 

Fair
Value

 

Unrealized
Loss

 

Corporate

 

$

4,839

 

$

(79

)

$

18,838

 

$

(674

)

$

23,677

 

$

(753

)

Trust preferred

 

 

 

3,463

 

(5,048

)

3,463

 

(5,048

)

Mortgage-backed: residential

 

20,607

 

(143

)

3,836

 

(36

)

24,443

 

(179

)

States and political subdivisions

 

15,297

 

(727

)

 

 

15,297

 

(727

)

Total temporarily impaired

 

$

40,743

 

$

(949

)

$

26,137

 

$

(5,758

)

$

66,880

 

$

(6,707

)

 

Mortgage-backed: residential securities consist of securities issued by U.S. government sponsored enterprises and agencies, primarily Fannie Mae, Freddie Mac and Ginnie Mae, institutions which the government has affirmed its commitment to support.

 

Other-Than-Temporary Impairment Evaluation

 

Management evaluates securities for OTTI at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for OTTI by segregating the portfolio into two general segments and applying the appropriate OTTI model. Investment securities classified as available for sale or held to maturity are generally evaluated for OTTI under FASB guidance “Investments in Debt and Equity Securities.” However, certain purchased beneficial interests, including non-agency mortgage-backed securities and collateralized debt obligations that had credit ratings at the time of purchase of below AA are evaluated using the model outlined in FASB guidance “Beneficial Interests in Securitized Financial Assets.”

 

In determining OTTI on debt securities, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost; (2) the financial condition and near-term prospects of the issuer; (3) whether the market decline was affected by macroeconomic conditions; and (4) whether the Company has the intent to sell the debt security or whether it is more likely than not the Company will be required to sell the debt security before its anticipated recovery. The assessment of whether OTTI exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

 

In determining OTTI on purchased beneficial interests the Company evaluates the present value of future cash flows to determine if there has been an adverse change in the remaining expected future cash flows.

 

When management determines that OTTI exists under either model, the amount of the OTTI recognized in earnings depends on whether the Company intends to sell the security or it is more likely than not the Company will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss. If the Company intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss, the OTTI is recognized in earnings in an amount equal to

 

17



 

the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the OTTI is separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total OTTI related to other factors is recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the portion of the OTTI recognized in earnings becomes the new amortized cost basis of the investment.

 

The Company’s pooled trust preferred securities are evaluated for OTTI using an analysis to determine whether there has been an adverse change in the expected cash flows. The evaluation also includes monitoring the ratings assigned by national rating agencies such as Moody’s Investor Service to determine if any downgrades have occurred, and a detailed review of the underlying collateral to determine a break in yield point. These securities were investment grade at purchase, but at June 30, 2009 Moody’s rated these securities as Ca, which are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest, and C, which are judged to be of poor standing and are subject to very high credit risk. The issuers in these securities are primarily banks, but some of the pools do include a limited number of insurance companies.

 

The OTTI model considers the structure and term of the Collateralized Debt Obligation (“CDO”) and the financial condition of the underlying issuers. Specifically, the model details interest rates, principal balances of note classes and underlying issuers, the timing and amount of interest and principal payments of the underlying issuers, and the allocation of the payments to the note classes. The estimate of expected cash flows was based on the most recent trustee reports and any other relevant market information, including announcements of interest payment deferrals or defaults of underlying trust preferred securities. Assumptions used in the model included expected future default rates, prepayments, and recovery. Management treats all interest payment deferrals as defaults. In addition, management uses the model to “stress” each CDO, or make assumptions more severe than expected activity, to determine the degree to which assumptions could deteriorate before the CDO could no longer fully support repayment of the Company’s note class. As of June 30, 2009, the analysis revealed that OTTI existed on some of these investments, and accordingly, the Company recognized $891 of credit OTTI for the quarter ended June 30, 2009. Upon completion of the September 30, 2009 analysis, management’s model indicated that all of these securities had continued to experience significant additional defaults or deferrals during the third quarter of 2009 and additional OTTI existed on all of these securities. Based on this analysis, management decided to sell the pooled trust preferred securities and wrote down these investments to fair value as of September 30, 2009.  The fair value was calculated using bid prices obtained from independent brokerage houses. For the five pooled trust preferred securities owned by the Company, only one of the securities received multiple bids and the Company wrote this investment, with an amortized cost of $2,779, down to $255 as of September 30, 2009.  On October 27, 2009, the Company sold this pooled trust preferred security for $255. The remaining four pooled trust preferred securities, with an aggregate amortized cost of $4,905, received a bid totaling $19, which management considered to be inconsequential and thus wrote these securities down to $0, as a full impairment loss.

 

The table below presents a roll-forward of the credit losses recognized in earnings for the period ended December 31, 2009:

 

Beginning Balance, January 1, 2009

 

$

 

Additional credit losses not previously recorded

 

8,320

 

Reductions for securities that are planned to be sold

 

(8,320

)

Ending Balance, December 31, 2009

 

$

 

 

18



 

The amortized cost and fair value of debt securities available for sale and held to maturity at December 31, 2009 by contractual maturity are as follows:

 

 

 

Available for Sale

 

Held to Maturity

 

 

 

Amortized
Cost

 

Fair Value

 

Amortized
Cost

 

Fair Value

 

Due in 1 year or less

 

$

8,538

 

$

8,703

 

$

30,713

 

$

30,727

 

Due after 1 year through 5 years

 

33,945

 

34,686

 

12,237

 

12,488

 

Due after 5 years through 10 years

 

11,191

 

11,230

 

29,839

 

30,175

 

Due after 10 years

 

6,314

 

6,540

 

14,990

 

14,928

 

Mortgage-backed: residential

 

139,151

 

144,451

 

178,129

 

184,998

 

Total

 

$

199,139

 

$

205,610

 

$

265,908

 

$

273,316

 

 

Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Approximately $66,155 of securities are callable in 2010. Most of these callable securities were issued by U.S. government sponsored enterprises.

 

Securities with a carrying value of approximately $114,177 and $130,118 at December 31, 2009 and 2008, respectively, were pledged to secure public deposits, fiduciary activities and for other purposes required or permitted by law.

 

Sales of securities available for sale were as follows:

 

 

 

2009

 

2008

 

2007

 

Proceeds from sales

 

$

19,777

 

$

89,838

 

$

470

 

Gross realized gains

 

245

 

135

 

 

Gross realized losses

 

(136

)

(98

)

(30

)

 

Net gains on securities transactions in 2009, 2008 and 2007 include recoveries of $0, $64 and $24, respectively, on securities written down in 2001. The tax benefit/expense recorded on securities transactions was not material.

 

Note 3 - Loans

 

Major classifications of loans were as follows at December 31:

 

 

 

2009

 

2008

 

Commercial

 

$

267,432

 

$

288,234

 

Consumer

 

3,031

 

4,276

 

Indirect automobile

 

2,395

 

4,454

 

Real estate

 

 

 

 

 

Residential

 

219,551

 

242,947

 

Commercial

 

280,442

 

276,995

 

Home equity

 

232,607

 

257,150

 

Construction

 

175,186

 

161,532

 

Held for sale

 

 

1,768

 

Credit card

 

9,874

 

10,484

 

Other

 

3,079

 

1,333

 

Total

 

1,193,597

 

1,249,173

 

Allowance for loan losses

 

(25,922

)

(15,578

)

Loans, net

 

$

1,167,675

 

$

1,233,595

 

 

19



 

The Company makes commercial, consumer and residential real estate loans primarily to customers throughout the western suburbs of Chicago. Construction loans are primarily made to customers engaged in the development and construction of residential real estate projects within the Company’s market area. From time to time the Company will make loans outside of its market area.

 

Changes in the allowance for loan losses were as follows for the years ended December 31:

 

 

 

2009

 

2008

 

2007

 

Balance, beginning of year

 

$

15,578

 

$

9,269

 

$

10,650

 

Provision for loan losses

 

24,925

 

10,360

 

375

 

Loans charged-off

 

(14,952

)

(4,295

)

(2,046

)

Recoveries

 

371

 

244

 

290

 

Balance, end of year

 

$

25,922

 

$

15,578

 

$

9,269

 

 

Impaired loans are summarized as follows at December 31:

 

 

 

2009

 

2008

 

2007

 

Year-end loans with no allocated allowance for loan losses

 

$

30,754

 

$

21,187

 

$

1,048

 

Year-end loans with allocated allowance for loan losses

 

14,636

 

9,036

 

2,685

 

Total

 

$

45,390

 

$

30,223

 

$

3,733

 

 

 

 

 

 

 

 

 

Amount of the allowance for loan losses allocated to impaired loans at year-end

 

$

1,527

 

$

1,684

 

$

421

 

Average impaired loans during the year

 

47,768

 

20,642

 

4,629

 

Interest income recognized during impairment

 

301

 

223

 

129

 

 

At December 31, 2009, the Company had $8,601 of loans considered troubled debt restructurings, which are considered impaired loans. The Company has not allocated any specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31, 2009.  The Company has not committed to lend additional amounts to customers with outstanding loans that are classified as troubled debt restructurings.

 

Nonperforming loans were as follows at December 31:

 

 

 

2009

 

2008

 

2007

 

Loans past due 90 days or more still on accrual

 

$

790

 

$

1,705

 

$

480

 

Nonaccrual loans

 

38,038

 

23,569

 

2,297

 

Total

 

$

38,828

 

$

25,274

 

$

2,777

 

 

The Company generally sells mortgage loans with servicing rights released. Activity during the year is as follows:

 

 

 

2009

 

2008

 

2007

 

Origination of loans held for sale

 

$

50,847

 

$

6,828

 

$

6,175

 

Proceeds from sales of loans held for sale

 

53,168

 

5,480

 

5,875

 

Net gains on sales of loans held for sale

 

553

 

70

 

50

 

 

20



 

Note 4 - Premises and Equipment

 

Major classifications of assets comprising premises and equipment are summarized as follows at December 31:

 

 

 

2009

 

2008

 

Land

 

$

15,263

 

$

15,263

 

Premises

 

47,607

 

45,893

 

Furniture and equipment

 

49,812

 

48,830

 

Total

 

112,682

 

109,986

 

Less accumulated depreciation

 

(68,914

)

(65,643

)

Premises and equipment, net

 

$

43,768

 

$

44,343

 

 

For 2008, the Company reclassified $955 of furniture and equipment, net to discontinued operations.

 

The Company leases certain branch properties and equipment under operating leases. Rent expense was $454, $421 and $465 for 2009, 2008 and 2007, respectively. Rent commitments before considering renewal options that generally are present, are summarized as follows:

 

2010

 

$

576

 

2011

 

456

 

2012

 

316

 

2013

 

244

 

2014

 

241

 

Thereafter

 

344

 

Total

 

$

2,177

 

 

Note 5 - Other Real Estate

 

Activity in other real estate was as follows at December 31:

 

 

 

2009

 

2008

 

Beginning balance

 

$

4,658

 

$

824

 

Acquired through loan foreclosure

 

25,707

 

4,445

 

Reductions from sales

 

(3,922

)

(490

)

Direct write-down

 

(449

)

(121

)

Ending balance

 

$

25,994

 

$

4,658

 

 

Expenses relating to other real estate for 2009, 2008 and 2007 were $460, $127 and $0, respectively.

 

21



 

Note 6 - Deposits

 

The major categories of deposits are summarized as follows at December 31:

 

 

 

2009

 

2008

 

Demand-noninterest-bearing

 

$

125,132

 

$

132,664

 

Prepaid solutions card deposits

 

30,577

 

34,360

 

NOW

 

328,405

 

310,178

 

Money market checking

 

403,155

 

322,207

 

Savings

 

330,197

 

320,763

 

Time deposits

 

 

 

 

 

Less than $100,000

 

392,501

 

361,313

 

$100,000 and greater

 

147,020

 

144,440

 

Total

 

$

1,756,987

 

$

1,625,925

 

 

At December 31, 2009, the scheduled maturities of time deposits were as follows:

 

2010

 

$

346,086

 

 

 

 

2011

 

79,797

 

 

 

 

2012

 

26,249

 

 

 

 

2013

 

69,064

 

 

 

 

2014

 

18,124

 

 

 

 

Thereafter

 

201

 

 

 

 

Total

 

$

539,521

 

 

 

 

 

Note 7 - Income Taxes

 

Income tax (benefit) expense is as follows for the years ended December 31:

 

 

 

2009

 

2008

 

2007

 

Current tax (benefit) expense

 

 

 

 

 

 

 

Federal

 

$

(2,199

)

$

8,252

 

$

9,372

 

State

 

 

(1,311

)

 

Deferred tax benefit

 

(5,603

)

(1,861

)

(1,269

)

Total

 

$

(7,802

)

$

5,080

 

$

8,103

 

 

The Company recorded income tax expense of $2,248 for 2009, income tax benefit of $281 for 2008 and income tax expense of $395 for 2007 for discontinued operations.

 

A reconciliation between taxes computed at the statutory federal income tax rate and the consolidated effective tax rates follows:

 

 

 

2009

 

2008

 

2007

 

Statutory federal income tax rate

 

(35.0

)%

35.0

%

35.0

%

Decrease in taxes resulting from:

 

 

 

 

 

 

 

Tax-exempt income

 

(8.8

)%

(2.7

)%

(1.3

)%

State income taxes, net of federal tax benefit

 

(10.1

)%

(3.4

)%

(1.1

)%

Dividends on ESOP shares

 

(22.0

)%

(5.2

)%

(4.1

)%

Bank-owned life insurance

 

(11.1

)%

(3.5

)%

(1.7

)%

Other items, net

 

0.1

%

2.0

%

(0.2

)%

Effective tax rate

 

(86.9

)%

22.2

%

26.6

%

 

22



 

The temporary differences which created deferred tax assets and liabilities at December 31 are summarized below:

 

 

 

2009

 

2008

 

Deferred tax assets

 

 

 

 

 

Allowance for loan losses

 

$

10,304

 

$

6,192

 

Deferred compensation

 

2,990

 

2,139

 

Net unrealized loss on securities available for sale

 

 

604

 

Nonaccrual loan interest income

 

827

 

515

 

Pension obligation adjustment

 

207

 

254

 

State net operating loss

 

2,029

 

2,053

 

Other

 

813

 

707

 

Total deferred tax assets

 

17,170

 

12,464

 

Deferred tax liabilities

 

 

 

 

 

Net unrealized gain on securities available for sale

 

2,573

 

 

Depreciation

 

499

 

799

 

Federal Home Loan Bank stock dividends

 

611

 

611

 

Deposit base intangible

 

277

 

266

 

Qualified prepaid expenses

 

365

 

323

 

Total deferred tax liabilities

 

4,325

 

1,999

 

Net deferred tax assets

 

$

12,845

 

$

10,465

 

 

Net deferred tax assets are included in accrued interest and other assets. No valuation allowance was considered necessary for net deferred tax assets. At December 31, 2009, the Company had net operating loss carryforwards for state tax purposes totaling approximately $42,800, which expire at various dates beginning in 2018.

 

The Company files income tax returns in the U.S. federal jurisdiction and in Illinois. The Company is no longer subject to examination by the U.S. federal tax authorities or by Illinois tax authorities for years prior to 2006.

 

During the third quarter of 2008, a new State of Illinois tax law was passed which provided clarification on an uncertain tax position previously adopted by the Company. As a result, the Company determined that the reserve on the uncertain tax position was no longer necessary and $1,311 of unrecognized tax positions was reversed. As of December 31, 2009, the Company, based on its evaluation of tax positions, determined that no reserve was necessary.

 

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 

 

 

2008

 

Balance at January 1

 

$

1,500

 

Adjustments based on tax positions

 

229

 

Reductions of prior year tax positions

 

(1,729

)

Balance at December 31

 

$

 

 

Note 8 - Benefit Plans

 

The Bank maintains the West Suburban Bank 401(k) Profit Sharing Plan (the “401(k) Plan”), which currently serves as the Company’s principal retirement plan. The 401(k) Plan was established to address the limited availability of West Suburban common stock for acquisition by the ESOP and to offer participants an avenue to diversify their retirement savings. The Company recorded expenses totaling $668 and $1,623 during 2009 and 2008, respectively, for contributions to the 401(k) Plan.

 

The ESOP provides incentives to employees by granting participants an interest in West Suburban common stock, which represents the ESOP’s primary investment.

 

23



 

At December 31, 2009 and 2008, the ESOP held 91,317 and 90,270 shares of West Suburban common stock, respectively, that were allocated to ESOP participants. Upon termination of their employment, participants who elect to receive their benefit distributions in the form of West Suburban common stock may require the Company to purchase the common stock distributed at the appraised fair market value during two 60-day periods. The first purchase period begins on the date the benefit is distributed and the second purchase period begins on the first anniversary of the distribution date. This contingent repurchase obligation is reflected in the Company’s financial statements as “Common stock in ESOP subject to contingent repurchase obligation” and reduces shareholders’ equity by an amount that represents the independently appraised fair market value of all West Suburban common stock held by the ESOP and allocated to participants, without regard to whether it is likely that the shares would be distributed or that the recipients of the shares would be likely to exercise their right to require the Company to purchase the shares.

 

During 2009 and 2008, the ESOP distributed $788 and $1,483, respectively, in cash representing the interests of participants. In addition, the ESOP distributed 80 shares of West Suburban common stock in 2009 and 192 shares in 2008.

 

An individual account is established for each participant under the 401(k) Plan and the ESOP, and the benefits payable upon retirement, termination, disability or death are based upon service, the amount of the employer’s, and for the 401(k) Plan, an employee’s, contributions and any income, expenses, gains and losses and forfeitures allocated to the participant’s account.

 

The Company maintains deferred compensation arrangements with certain former and current executive officers. The deferred compensation expense was $165 for each of the years ended December 31, 2009, 2008 and 2007. Executive officers can elect to defer the payment of a percentage of their salaries and cash bonuses and members of the board of directors can elect to defer the payment of their directors’ fees. In addition, the Company makes annual contributions for the benefit of current participants ($25 for certain senior executive officers and $5 for other executive officers) in the Company’s deferred compensation arrangements. As of December 31, 2009, 13 current executive officers participated in the deferred compensation plan.

 

The total accumulated liability for all deferred compensation arrangements was $7,522 and $5,381 at December 31, 2009 and 2008, respectively. These amounts are included in accrued interest and other liabilities in the consolidated balance sheets.

 

The Company maintains a noncontributory postretirement benefit plan covering certain senior executives. The plan provides postretirement medical, dental and long term care coverage for certain executives and their surviving spouses. The eligible retirement age under the plan is age 62. The Company used a December 31 measurement date for its postretirement benefit plan. The plan is unfunded.

 

24



 

Information about changes during 2009 and 2008 in obligations of the postretirement benefit plan follows:

 

 

 

2009

 

2008

 

Change in benefit obligation:

 

 

 

 

 

Beginning benefit obligation

 

$

980

 

$

885

 

Service cost

 

41

 

37

 

Interest cost

 

61

 

52

 

Actuarial (gain) loss

 

(70

)

28

 

Benefits paid

 

(19

)

(22

)

Ending benefit obligation

 

993

 

980

 

 

 

 

 

 

 

Change in plan assets, at fair value:

 

 

 

 

 

Beginning plan assets

 

 

 

Employer contributions

 

19

 

22

 

Benefits paid

 

(19

)

(22

)

Ending plan assets

 

 

 

 

 

 

 

 

 

Unfunded status at December 31

 

$

993

 

$

980

 

 

Amounts recognized in accumulated other comprehensive loss at December 31 consist of:

 

 

 

2009

 

2008

 

Net actuarial loss

 

$

290

 

$

387

 

Prior service cost

 

231

 

252

 

Total

 

$

521

 

$

639

 

 

The accumulated benefit obligation was $993 and $980 at December 31, 2009 and 2008, respectively.

 

Net postretirement benefit costs included the following components:

 

 

 

2009

 

2008

 

2007

 

Service cost

 

$

41

 

$

37

 

$

26

 

Interest cost

 

61

 

52

 

38

 

Amortization of unrecognized prior service cost

 

21

 

21

 

21

 

Amortization of net loss

 

27

 

21

 

10

 

Net periodic postretirement benefit cost

 

150

 

131

 

95

 

 

 

 

 

 

 

 

 

Net (gain) loss

 

(70

)

28

 

189

 

Prior service cost

 

 

 

 

Amortization of net gain

 

(27

)

(21

)

(9

)

Amortization of prior service cost

 

(21

)

(21

)

(21

)

Total recognized in other comprehensive (income) loss

 

(118

)

(14

)

159

 

Postretirement benefit cost and other comprehensive loss

 

$

32

 

$

117

 

$

254

 

 

The estimated net loss and prior service costs for the defined postretirement benefit plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year are $21 and $21, respectively.

 

The discount rate used to determine net periodic benefit costs and benefit obligations in 2009 and 2008 was 5.95% and 6.25%, respectively.

 

25



 

For measurement purposes, a 9% annual rate of increase in the per capita premium cost of covered health care benefits was assumed for 2010, with rates reducing .5% per annum to an ultimate rate of 5% in 2018. Dental benefits were assumed to increase 6% for 2010 with rates reducing .5% per annum to an ultimate rate of 5% in 2012.

 

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

 

 

 

One-Percentage-Point
Increase

 

One-Percentage-Point
Decrease

 

Effect on total service and interest cost

 

$

16

 

$

(13

)

Effect on accumulated postretirement benefit obligation

 

159

 

(133

)

 

The Company expects to contribute amounts in 2010 to satisfy its obligations. The following benefit payments, which reflect expected future service, are expected for the years indicated:

 

2010

 

$

20

 

2011

 

21

 

2012

 

15

 

2013

 

22

 

2014

 

30

 

Following 5 Years

 

257

 

 

Note 9 - Off-Balance-Sheet Risk, Contingent Liabilities and Guarantees

 

The Company is a party to off-balance-sheet financial instruments to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These financial instruments involve, to varying degrees, elements of credit and interest rate risks. Such financial instruments are recorded when funded.

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the agreement. These commitments primarily consist of unused lines of credit, undrawn portions of construction loans and commitments to make new loans. Commitments generally have fixed expiration dates or other termination provisions and may require the payment of a fee. Since many of the commitments are expected to expire without being exercised or drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

 

The Company’s exposure to credit risk in connection with commitments to extend credit and standby letters of credit is the contractual amount of those instruments before considering customer collateral or ability to repay. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. The Company generally requires collateral or other security to support financial instruments with credit risk. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company, is based on management’s credit evaluation of the customer. Collateral held varies and may include accounts receivable, inventory and equipment or commercial or residential properties.

 

26



 

A summary of the contractual exposure to off-balance-sheet risk as of December 31 follows:

 

 

 

2009

 

2008

 

 

 

Fixed
Rate

 

Variable
Rate

 

Total

 

Fixed
Rate

 

Variable
Rate

 

Total

 

Commercial loans and lines of credit

 

$

1,434

 

$

169,158

 

$

170,592

 

$

4,940

 

$

224,216

 

$

229,156

 

Check credit lines of credit

 

1,027

 

 

1,027

 

1,033

 

 

1,033

 

Mortgage loans

 

8,419

 

 

8,419

 

6,712

 

 

6,712

 

Home equity lines of credit

 

2,508

 

152,281

 

154,789

 

 

174,739

 

174,739

 

Letters of credit

 

 

14,650

 

14,650

 

 

22,795

 

22,795

 

Credit card lines of credit

 

 

38,771

 

38,771

 

 

40,267

 

40,267

 

Total

 

$

13,388

 

$

374,860

 

$

388,248

 

$

12,685

 

$

462,017

 

$

474,702

 

 

Fixed rate commercial loan commitments at December 31, 2009 generally had interest rates ranging from 3.75% to 7.25% with remaining terms ranging from 1 month to 5 years. Fixed rate mortgage loan commitments at December 31, 2009 generally had interest rates ranging from 4.50% to 5.50% with terms ranging from 10 to 30 years. Fixed rate check credit lines of credit had an interest rate of 18.00% as of December 31, 2009.

 

Note 10 - Fair Value of Financial Instruments

 

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  There are three levels of inputs that may be used to measure fair values:

 

Level 1 — Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 — Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

 

Securities:  The fair value of securities is determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair value is calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair value is calculated using discounted cash flows or other market indicators (Level 3). Discounted cash flows are calculated using spread to swap and LIBOR curves that are updated to incorporate loss severities, volatility, credit spread and optionality. During times when trading is more liquid, broker quotes are used (if available) to validate the model. Rating agency and industry research reports as well as defaults and deferrals on individual securities are reviewed and incorporated into the calculations.

 

Impaired Loans:  The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

 

Other Real Estate:  Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate are measured at the lower of carrying amount or fair value, less costs to sell. Fair values are

 

27



 

generally based on third party appraisals of the property, resulting in a Level 3 classification.   In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized.

 

Assets and liabilities measured at fair value on a recurring basis and a non-recurring basis, are as follows at year end:

 

 

 

Carrying
Value

 

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

2009 Recurring basis

 

 

 

 

 

 

 

 

 

U.S. government sponsored enterprises

 

$

50,484

 

$

 

$

50,484

 

$

 

Mortgage-backed: residential

 

144,451

 

 

144,451

 

 

State and political subdivisions

 

10,675

 

 

10,675

 

 

Total securities available for sale

 

$

205,610

 

$

 

$

205,610

 

$

 

 

 

 

 

 

 

 

 

 

 

2009 Non-recurring basis

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

13,109

 

$

 

$

 

$

13,109

 

Other real estate

 

25,994

 

 

 

25,994

 

 

 

 

 

 

 

 

 

 

 

2008 Recurring basis

 

 

 

 

 

 

 

 

 

Corporate

 

$

23,677

 

$

 

$

23,677

 

$

 

Trust preferred

 

3,463

 

 

 

3,463

 

U.S. government sponsored enterprises

 

23,254

 

 

23,254

 

 

Mortgage-backed: residential

 

165,294

 

 

165,294

 

 

State and political subdivisions

 

10,126

 

 

10,126

 

 

Total securities available for sale

 

$

225,814

 

$

 

$

222,351

 

$

3,463

 

 

 

 

 

 

 

 

 

 

 

2008 Non-recurring basis

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

7,352

 

$

 

$

 

$

7,352

 

Other real estate

 

4,658

 

 

 

4,658

 

 

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $14,636, with a valuation allowance of $1,527 at December 31, 2009, resulting in an additional provision for loan losses of $1,527 during 2009. At December 31, 2008, impaired loans had a carrying amount of $9,036, with a valuation allowance of $1,684, resulting in an additional provision for loan losses of $1,263 during 2008.

 

Other real estate which is measured at the lower of carrying or fair value less costs to sell, had a net carrying amount of $25,994, which is made up of the outstanding balance of $26,390, net of a valuation allowance of $396 at December 31, 2009, resulting in a write-down of $275 for the year ending December 31, 2009. At December 31, 2008 other real estate had a carrying amount of $4,658, which is made up of the outstanding balance of $4,779, net of a valuation allowance of $121, resulting in a write-down of $121 during 2008.

 

28



 

The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2009:

 

 

 

Securities Available
For Sale

 

Beginning balance, January 1, 2009

 

$

3,463

 

Increase in unrealized loss

 

5,048

 

Included in earnings - realized

 

(8,320

)

Sales

 

(255

)

Interest income on securities

 

64

 

Ending balance, December 31, 2009

 

$

 

 

Carrying values and estimated fair values of the Company’s financial instruments as of December 31 is set forth in the table below:

 

 

 

2009

 

2008

 

 

 

Carrying
Value

 

Estimated
Fair Value

 

Carrying
Value

 

Estimated
Fair Value

 

Financial assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

148,610

 

$

148,610

 

$

55,474

 

$

55,474

 

Securities

 

 

 

 

 

 

 

 

 

Available for sale

 

205,610

 

205,610

 

225,814

 

225,814

 

Held to maturity

 

265,908

 

273,316

 

240,234

 

244,928

 

Federal Home Loan Bank stock

 

7,599

 

N/A

 

6,144

 

N/A

 

Loans, less allowance for loan losses

 

1,167,675

 

1,166,369

 

1,233,595

 

1,218,633

 

Accrued interest

 

6,048

 

6,048

 

6,136

 

6,136

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

Deposits

 

1,756,987

 

1,774,132

 

1,625,925

 

1,641,225

 

Federal funds purchased

 

 

 

55,000

 

55,000

 

Accrued interest

 

4,994

 

4,994

 

5,007

 

5,007

 

 

Estimated fair value for cash and cash equivalents, accrued interest receivable and payable, demand deposits and variable rate loans or deposits that reprice frequently and fully are each based on carrying value. For fixed rate loans or deposits and for variable rate loans or deposits with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to estimated life and credit. Fair value of debt is based on current rates for similar financing. It was not practical to determine the fair value of FHLB stock due to the restrictions placed on its transferability. The fair value of off-balance-sheet items is not considered material.

 

Note 11 - Related Party Transactions

 

Certain executive officers and directors of the Company, their affiliates and companies in which they have 10% or more beneficial ownership, are customers of the Bank and received loans from the Bank totaling $8,672 and $9,730 at December 31, 2009 and 2008, respectively. During 2009, $7,065 in new loans and $8,123 in principal payments were made. Related parties maintained deposits at the Bank totaling $39,946 and $49,261 at December 31, 2009 and 2008, respectively.

 

Note 12 - Capital Requirements

 

The Company and the Bank are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements may result in the initiation of actions by regulators that

 

29



 

could have direct material effects on the financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, each entity must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

 

Regulations require the Company and the Bank to maintain minimum capital amounts and ratios (set forth in the following table). Management believes that as of December 31, 2009, the Company and the Bank exceeded all capital adequacy requirements.

 

Management’s present policy is to limit dividends from the Bank so that the Bank qualifies as a “well-capitalized” institution as defined by the Federal Deposit Insurance Corporation Improvement Act of 1991. This policy minimizes the amount of FDIC insurance premiums paid by the Bank and provides capital to fund growth. As of December 31, 2009, the Bank could pay, in the aggregate, dividends of approximately $17,400 to West Suburban while remaining a “well-capitalized” institution. Dividends from the Bank are West Suburban’s primary source of cash flow.

 

As of December 31, 2009 and 2008, the Bank exceeded the minimum capital ratios required for it to qualify as “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized”, the Bank must maintain minimum ratios for total capital to risk weighted assets, Tier 1 capital to risk weighted assets and Tier 1 capital to average assets as set forth in the following table. There are no conditions or events since that notification that management believes would result in a change of the category.

 

The capital amounts and ratios of the Company and the Bank for purposes of the prompt corrective action framework are presented in the table below:

 

 

 

Actual

 

Minimum For
Capital Adequacy
Purposes

 

Minumum
To Be Well-
Capitalized

 

 

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

 

As of December 31, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to risk weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$

171,609

 

12.0

%

$

114,005

 

8.0

%

N/A

 

N/A

 

Bank

 

159,818

 

11.2

%

113,908

 

8.0

%

142,385

 

10.0

%

Tier 1 capital (to risk weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

153,696

 

10.8

%

57,003

 

4.0

%

N/A

 

N/A

 

Bank

 

141,920

 

10.0

%

56,954

 

4.0

%

85,431

 

6.0

%

Tier 1 capital (to average assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

153,696

 

8.1

%

76,396

 

4.0

%

N/A

 

N/A

 

Bank

 

141,920

 

7.5

%

76,091

 

4.0

%

95,114

 

5.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to risk weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$

177,062

 

12.1

%

$

117,232

 

8.0

%

N/A

 

N/A

 

Bank

 

161,575

 

11.0

%

117,136

 

8.0

%

146,421

 

10.0

%

Tier 1 capital (to risk weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

161,484

 

11.0

%

58,616

 

4.0

%

N/A

 

N/A

 

Bank

 

145,997

 

10.0

%

58,568

 

4.0

%

87,852

 

6.0

%

Tier 1 capital (to average assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

161,484

 

8.7

%

74,317

 

4.0

%

N/A

 

N/A

 

Bank

 

145,997

 

7.9

%

74,065

 

4.0

%

92,581

 

5.0

%

 

The appraised fair market value of West Suburban common stock owned by the ESOP is included in Tier 1 capital.

 

30



 

Note 13 - Other Comprehensive Income

 

Other comprehensive income components and related taxes were as follows:

 

 

 

2009

 

2008

 

2007

 

Net unrealized holding gain on available for sale securities

 

$

8,098

 

$

277

 

$

6,968

 

Reclassification adjustments for losses and gains later recognized in income

 

(109

)

(101

)

387

 

Tax effect

 

(3,176

)

(70

)

(2,923

)

Net unrealized gain on available for sale securities

 

4,813

 

106

 

4,432

 

 

 

 

 

 

 

 

 

Change in postretirement obligation, gain (loss)

 

118

 

15

 

(159

)

Tax effect

 

(47

)

(6

)

63

 

Net change in postretirement obligation, gain (loss)

 

71

 

9

 

(96

)

Other comprehensive income

 

$

4,884

 

$

115

 

$

4,336

 

 

A summary of the accumulated other comprehensive (loss) income balances, net of tax were as follows:

 

 

 

Balance
at
12/31/08

 

Current
Period
Change

 

Balance
at
12/31/09

 

Unrealized (losses) gains on securities available for sale

 

$

(915

)

$

4,813

 

$

3,898

 

Unrealized loss on postretirement obligation

 

(385

)

71

 

(314

)

Total

 

$

(1,300

)

$

4,884

 

$

3,584

 

 

Note 14 - Condensed Financial Information - Parent Only

 

Condensed Balance Sheets

December 31, 2009 and 2008

 

 

 

2009

 

2008

 

Assets

 

 

 

 

 

Cash

 

$

6,844

 

$

14,977

 

Securities held to maturity (fair value $4,710 in 2009 and of $4,427 in 2008)

 

4,841

 

4,703

 

Investment in subsidiary

 

145,630

 

144,822

 

Other assets

 

959

 

985

 

Total assets

 

$

158,274

 

$

165,487

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

Dividends payable

 

$

 

$

4,325

 

Other liabilities

 

281

 

263

 

 

 

 

 

 

 

Common stock in ESOP subject to contingent repurchase obligation

 

31,230

 

46,670

 

 

 

 

 

 

 

Shareholders’ equity

 

126,763

 

114,229

 

Total liabilities and shareholders’ equity

 

$

158,274

 

$

165,487

 

 

31



 

Condensed Statements of Income

Years Ended December 31, 2009, 2008 and 2007

 

 

 

2009

 

2008

 

2007

 

Income

 

 

 

 

 

 

 

Dividends from subsidiary

 

$

3,262

 

$

11,761

 

$

20,558

 

Interest income

 

 

 

 

 

 

 

Deposits

 

78

 

242

 

513

 

Securities

 

211

 

279

 

291

 

Net realized gains on securities transactions

 

 

16

 

 

Other

 

 

13

 

 

Total income

 

3,551

 

12,311

 

21,362

 

 

 

 

 

 

 

 

 

Expense

 

 

 

 

 

 

 

Other

 

452

 

659

 

417

 

Total expense

 

452

 

659

 

417

 

Income before income taxes

 

3,099

 

11,652

 

20,945

 

Income tax (benefit) expense

 

(143

)

(190

)

14

 

Income before equity in undistributed net income of subsidiary

 

3,242

 

11,842

 

20,931

 

Equity in undistributed net (loss) income of subsidiary

 

(4,077

)

4,974

 

2,482

 

Net (loss) income

 

$

(835

)

$

16,816

 

$

23,413

 

 

Condensed Statements of Cash Flows

Years Ended December 31, 2009, 2008 and 2007

 

 

 

2009

 

2008

 

2007

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net (loss) income

 

$

(835

)

$

16,816

 

$

23,413

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

 

 

Deferred income tax provision (benefit)

 

7

 

(7

)

7

 

Equity in undistributed net loss (income) of subsidiary

 

4,077

 

(4,974

)

(2,482

)

Net discount accretion of securities

 

(139

)

(131

)

(121

)

Net realized gains on securities transactions

 

 

(16

)

 

Decrease (increase) in other assets

 

19

 

37

 

(69

)

Increase (decrease) in other liabilities

 

18

 

(37

)

41

 

Net cash provided by operating activities

 

3,147

 

11,688

 

20,789

 

Cash flows from investing activities

 

 

 

 

 

 

 

Securities available for sale

 

 

 

 

 

 

 

Sales

 

 

2,472

 

 

Maturities and calls

 

 

485

 

 

Net cash provided by investing activities

 

 

2,957

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Repurchase and retirement of common stock

 

(2,658

)

 

 

Cash dividends paid

 

(8,622

)

(17,300

)

(21,625

)

Net cash used in financing activities

 

(11,280

)

(17,300

)

(21,625

)

Net decrease in cash

 

(8,133

)

(2,655

)

(836

)

Beginning cash

 

14,977

 

17,632

 

18,468

 

Ending cash

 

$

6,844

 

$

14,977

 

$

17,632

 

 

32



 

Note 15 - Quarterly Results of Operations (Unaudited)

 

The following table sets forth certain unaudited income, expense and per share data on a quarterly basis for the three-month periods indicated:

 

 

 

Fourth
Quarter

 

Third
Quarter

 

Second
Quarter

 

First
Quarter

 

Year Ended December 31, 2009

 

 

 

 

 

 

 

 

 

Interest income

 

$

19,825

 

$

20,145

 

$

20,793

 

$

21,337

 

Interest expense

 

6,083

 

6,082

 

6,295

 

6,527

 

Net interest income

 

13,742

 

14,063

 

14,498

 

14,810

 

Provision for loan losses

 

10,375

 

5,600

 

7,650

 

1,300

 

Net interest income after provision for loan losses

 

3,367

 

8,463

 

6,848

 

13,510

 

Noninterest income

 

3,480

 

(3,516

)

3,243

 

2,579

 

Noninterest expense

 

12,163

 

13,146

 

13,578

 

11,133

 

(Loss) income from continuing operations before income taxes

 

(5,316

)

(8,199

)

(3,487

)

4,956

 

Income tax (benefit) expense

 

(2,749

)

(5,132

)

(1,190

)

1,269

 

Net (loss) income from continuing operations

 

(2,567

)

(3,067

)

(2,297

)

3,687

 

Gain on sale of prepaid solutions group, net of tax

 

3,313

 

 

 

 

Discontinued operations, net of tax

 

(335

)

333

 

(109

)

207

 

Net income (loss) from discontinued operations

 

2,978

 

333

 

(109

)

207

 

Net income (loss)

 

$

411

 

$

(2,734

)

$

(2,406

)

$

3,894

 

(Loss) earnings from continuing operations per share

 

$

(5.91

)

$

(7.16

)

$

(5.36

)

$

8.54

 

Earnings (loss) from discontinued operations per share

 

6.93

 

0.78

 

(0.25

)

0.48

 

Earnings (loss) per share

 

1.02

 

(6.38

)

(5.61

)

9.02

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2008

 

 

 

 

 

 

 

 

 

Interest income

 

$

22,534

 

$

23,785

 

$

23,876

 

$

24,865

 

Interest expense

 

7,567

 

7,951

 

8,331

 

10,123

 

Net interest income

 

14,967

 

15,834

 

15,545

 

14,742

 

Provision for loan losses

 

3,250

 

4,060

 

2,200

 

850

 

Net interest income after provision for loan losses

 

11,717

 

11,774

 

13,345

 

13,892

 

Noninterest income

 

1,715

 

2,827

 

3,359

 

4,563

 

Noninterest expense

 

9,461

 

10,143

 

10,949

 

10,317

 

Income from continuing operations before income taxes

 

3,971

 

4,458

 

5,755

 

8,138

 

Income tax expense

 

1,406

 

36

 

1,369

 

2,269

 

Net income (loss) from continuing operations

 

2,565

 

4,422

 

4,386

 

5,869

 

Discontinued operations, net of tax

 

(150

)

55

 

(139

)

(192

)

Net income (loss)

 

$

2,415

 

$

4,477

 

$

4,247

 

$

5,677

 

Earnings (loss) from continuing operations per share

 

$

5.94

 

$

10.22

 

$

10.14

 

$

13.57

 

(Loss) earnings from discontinued operations per share

 

(0.36

)

0.13

 

(0.32

)

(0.44

)

Earnings (loss) per share

 

5.58

 

10.35

 

9.82

 

13.13

 

 

During the fourth quarter of 2009, the Company’s provision for loan losses increased $4,775 primarily due to $9,688 in loan charge-offs during the quarter. Noninterest income increased $6,996 primarily due to the Company writing off its holdings of pooled trust preferred securities totaling $7,429 during the third quarter of 2009. Additionally, during the fourth quarter of 2009, the Company recorded a gain of $3,313, net of tax, on the sale of the prepaid solutions group.

 

During the fourth quarter of 2008, the Company’s noninterest income decreased $1,112 primarily due to a decrease in BOLI income as a result of a decrease in the market value of the underlying investments associated with the insurance policies that are tied to the deferred compensation plans. Income tax expense increased $1,370 during the fourth quarter of 2008 due to a State of Illinois tax law passed during the third quarter of 2008 which provided clarification on an uncertain tax position previously adopted by the Company. As a result, the Company determined that the reserve for the uncertain tax position was no longer necessary during the third quarter of 2008.

 

33



 

STOCK PERFORMANCE PRESENTATION

 

The stock performance graph below shall not be deemed incorporated by reference by any general statement incorporating by reference this annual report into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent West Suburban specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

 

The Securities and Exchange Commission requires that West Suburban include a line-graph presentation comparing cumulative, five-year shareholder returns on an indexed basis with the Standard & Poor’s 500 Stock Index (“S&P 500”) and either a nationally recognized industry standard or an index of peer companies selected by West Suburban. The Board of Directors has elected to compare an investment in its stock to a peer group index rather than a published industry index because it believes the peer group index includes companies whose businesses are more similar to that of the Company than any published index. The peer group index is comprised of the following companies selected by West Suburban (based on their similarity in size, loan portfolios and business markets): 1st Source Corporation; AMCORE Financial Inc.; Corus Bankshares Inc.; MB Financial Inc.; Midwest Banc Holdings Inc.; Old Second Bancorp, Inc.; PrivateBancorp, Inc.; Taylor Capital Group, Inc.; and Wintrust Financial Corporation.

 

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among West Suburban Bancorp, Inc., The S&P 500 Index

and a Peer Group

 

 


*$100 invested on 12/31/04 in stock or index, including reinvestment of dividends.

Fiscal year ending December 31.

 

Copyright© 2010 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.

 

34



 

The following table sets forth the dollar amounts of the annual Total Returns (as defined below) for the Company, the S&P 500 and the peer group, which are plotted on the line graph on the previous page. “Total Return” means the sum of dividends received, assuming dividend reinvestment, and the increase (or decrease) in the share price at the end of the period compared to the beginning of the period, divided by the share price at the beginning of the period.

 

 

 

Total Return Based on Initial Investment of $100.00

 

 

 

2004

 

2005

 

2006

 

2007

 

2008

 

2009

 

The Company

 

$

100.00

 

$

106.79

 

$

121.82

 

$

120.99

 

$

99.66

 

$

68.46

 

S&P 500

 

100.00

 

104.91

 

121.48

 

128.16

 

80.74

 

102.11

 

Peer Group

 

100.00

 

102.56

 

104.28

 

71.42

 

45.89

 

31.30

 

 

The Total Returns of the companies included in the above peer groups have been assigned various weights based on their relative market capitalizations.

 

35



 

SELECTED FINANCIAL DATA

(Dollars in thousands, except per share data)

 

The following information should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Company’s Consolidated Financial Statements and Notes to Consolidated Financial Statements included in this annual report. All periods reported have been reclassified, as appropriate, for discontinued operations comparative purposes.

 

 

 

Years Ended December 31,

 

 

 

2009

 

2008

 

2007

 

2006

 

2005

 

Selected operating data

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

82,100

 

$

95,060

 

$

108,462

 

$

105,736

 

$

89,389

 

Interest expense

 

24,987

 

33,972

 

48,206

 

45,334

 

30,269

 

Net interest income

 

57,113

 

61,088

 

60,256

 

60,402

 

59,120

 

Provision for loan losses

 

24,925

 

10,360

 

375

 

150

 

1,375

 

Net interest income after provision for loan losses

 

32,188

 

50,728

 

59,881

 

60,252

 

57,745

 

Noninterest income (1)

 

5,786

 

12,464

 

13,684

 

14,570

 

15,797

 

Noninterest expense

 

50,020

 

40,870

 

42,648

 

39,929

 

38,109

 

(Loss) income from continuing operations before income taxes

 

(12,046

)

22,322

 

30,917

 

34,893

 

35,433

 

Income tax (benefit) expense

 

(7,802

)

5,080

 

8,103

 

9,764

 

10,174

 

Net (loss) income from continuing operations

 

(4,244

)

17,242

 

22,814

 

25,129

 

25,259

 

Gain on sale of prepaid solutions group, net of tax

 

3,313

 

 

 

 

 

Discontinued operations, net of tax

 

96

 

(426

)

599

 

222

 

227

 

Net income (loss) from discontinued operations

 

3,409

 

(426

)

599

 

222

 

227

 

Net (loss) income

 

$

(835

)

$

16,816

 

$

23,413

 

$

25,351

 

$

25,486

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share data

 

 

 

 

 

 

 

 

 

 

 

(Loss) earnings from continuing operations per share

 

$

(9.89

)

$

39.87

 

$

52.75

 

$

58.11

 

$

58.41

 

Earnings (loss) from discontinued operations per share

 

7.94

 

(0.99

)

1.38

 

0.51

 

0.52

 

(Loss) earnings per share

 

(1.95

)

38.88

 

54.13

 

58.62

 

58.93

 

Cash dividends declared

 

10.00

 

40.00

 

50.00

 

50.00

 

50.00

 

Book value (2)

 

370.14

 

372.03

 

373.34

 

359.18

 

344.60

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected balances, end of year

 

 

 

 

 

 

 

 

 

 

 

Securities

 

$

479,117

 

$

472,192

 

$

488,739

 

$

503,201

 

$

536,362

 

Loans, less allowance for loan losses

 

1,167,675

 

1,233,595

 

1,226,571

 

1,153,885

 

1,091,747

 

Total assets

 

1,938,583

 

1,867,420

 

1,851,357

 

1,876,643

 

1,827,191

 

Deposits

 

1,756,987

 

1,625,925

 

1,637,714

 

1,677,844

 

1,639,666

 

Shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation (2)

 

157,993

 

160,899

 

161,468

 

155,344

 

149,038

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios

 

 

 

 

 

 

 

 

 

 

 

Return on average total assets

 

(0.04

)%

0.90

%

1.26

%

1.38

%

1.43

%

Return on average shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation (2)

 

(0.52

)%

10.40

%

14.83

%

16.83

%

17.05

%

Cash dividends declared to net income

 

(514.61

)%

102.88

%

92.36

%

85.30

%

84.85

%

Average shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation to average total assets (2)

 

8.57

%

8.67

%

8.49

%

8.18

%

8.40

%

Net interest margin (3)

 

3.39

%

3.58

%

3.50

%

3.54

%

3.59

%

 


(1)    Noninterest income includes gains (losses) on sales on securities of $109 in 2009, $101 in 2008, ($6) in 2007, $85 in 2006 and $206 in 2005. Noninterest income for 2009 includes ($8,320) for the impairment of pooled trust preferred securities and for 2007 includes the impairment of FHLMC stock of ($381).

(2)    See Note 8 to the Company’s consolidated financial statements and “Non-GAAP Financial Measures.” This presentation is consistent with the Company’s belief that it is unlikely that the Company would be required to satisfy the contingent repurchase obligation.

(3) Net interest margin is presented on a tax equivalent basis, assuming a federal income tax rate of 35%.

 

36



 

NON-GAAP FINANCIAL MEASURES

 

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States (“GAAP”). However, management uses certain non-GAAP measures and ratios to evaluate and measure the Company’s performance. These measures and ratios include book value per share, return on shareholders’ equity and average shareholders’ equity to average total assets. For each of these measures and ratios, the Company adds to shareholders’ equity the amount in “common stock in ESOP subject to contingent repurchase obligation.” Under the ESOP, the Company has certain contingent repurchase obligations to buy back common stock distributed to participants, as described in more detail in Note 8 to the Company’s audited financial statements. This contingent repurchase obligation is reflected in the Company’s financial statements as “common stock in ESOP subject to contingent repurchase obligation” and, in accordance with GAAP, reduces shareholders’ equity. The Company believes that it is unlikely that the Company would be required to satisfy its contingent repurchase obligation and therefore believes that adjusting shareholders’ equity by adding “common stock in ESOP subject to contingent repurchase obligation” to that amount provides a more meaningful view of the applicable measures and ratios. In addition, management believes that the return on average shareholders’ equity, a financial measure frequently considered to evaluate the performance of bank holding companies, would be significantly overstated.

 

The following table presents a reconciliation of certain non-GAAP performance measures and ratios used by the Company to the most directly comparable GAAP financial measures for the years ended December 31 (dollars in thousands, except per share data):

 

 

 

2009

 

2008

 

2007

 

2006

 

2005

 

Shareholders’ equity (GAAP)

 

$

126,763

 

$

114,229

 

$

104,561

 

$

95,335

 

$

94,660

 

Shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation (non-GAAP)

 

157,993

 

160,899

 

161,468

 

155,344

 

149,038

 

Book Value Per Share (GAAP) (1)

 

296.97

 

264.12

 

241.76

 

220.43

 

218.87

 

Book Value Per Share (non-GAAP) (2)

 

370.14

 

372.03

 

373.34

 

359.18

 

344.60

 

Return on average shareholders’ equity (GAAP) (3)

 

(0.70

)%

16.01

%

24.04

%

27.05

%

26.62

%

Return on average shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation (non-GAAP) (4)

 

(0.52

)%

10.40

%

14.83

%

16.83

%

17.05

%

Average shareholders’ equity to average total assets (GAAP) (5)

 

6.34

%

5.63

%

5.24

%

5.09

%

5.38

%

Average shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation to average total assets (non-GAAP) (6)

 

8.57

%

8.67

%

8.49

%

8.18

%

8.40

%

 


(1)    Book Value Per Share (GAAP) equals shareholders’ equity divided by the number of outstanding shares.

(2)    Book Value Per Share (non-GAAP) equals shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation divided by the number of outstanding shares.

(3)    Return on average shareholders’ equity (GAAP) equals net income divided by average shareholders’ equity.

(4)    Return on average shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation (non-GAAP) equals net income divided by average shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation.

(5)    Average shareholders’ equity to average total assets (GAAP) equals average shareholders’ equity divided by average total assets.

(6)    Average shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation to average total assets (non-GAAP) equals average shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation divided by average total assets.

 

37



 

AVERAGE BALANCE SHEETS, NET INTEREST INCOME AND

AVERAGE RATES AND YIELDS ON A TAX EQUIVALENT BASIS

(Dollars in thousands)

 

The following table presents for the years indicated the total dollar amount of interest income from average interest-earning assets and their yields, as well as the interest expense on average interest-bearing liabilities and their costs, expressed both in dollars and rates. All average balances are daily average balances. To the extent received, interest on nonaccruing loans has been included in the table.

 

 

 

Years Ended December 31,

 

 

 

2009

 

2008

 

2007

 

 

 

Average
Balance

 

Interest

 

Rate

 

Average
Balance

 

Interest

 

Rate

 

Average
Balance

 

Interest

 

Rate

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

61,280

 

$

162

 

0.3

%

$

7,898

 

$

198

 

2.5

%

$

58,267

 

$

3,061

 

5.3

%

Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

420,986

 

17,985

 

4.3

%

465,555

 

21,109

 

4.5

%

467,953

 

19,192

 

4.1

%

Exempt from federal income tax (1)

 

28,253

 

1,730

 

6.1

%

30,428

 

1,809

 

5.9

%

27,789

 

1,725

 

6.2

%

Total securities (1)

 

449,239

 

19,715

 

4.4

%

495,983

 

22,918

 

4.6

%

495,742

 

20,917

 

4.2

%

Loans (1)(2)

 

1,201,646

 

63,131

 

5.3

%

1,231,226

 

72,916

 

5.9

%

1,185,439

 

85,181

 

7.2

%

Total interest-earning assets (1)(2)

 

1,712,165

 

83,008

 

4.8

%

1,735,107

 

96,032

 

5.5

%

1,739,448

 

109,159

 

6.3

%

Cash and due from banks

 

39,982

 

 

 

 

 

34,877

 

 

 

 

 

38,444

 

 

 

 

 

Premises and equipment, net

 

45,448

 

 

 

 

 

43,827

 

 

 

 

 

42,074

 

 

 

 

 

Other real estate

 

10,426

 

 

 

 

 

997

 

 

 

 

 

627

 

 

 

 

 

Allowance for loan losses

 

(19,859

)

 

 

 

 

(11,505

)

 

 

 

 

(9,985

)

 

 

 

 

Accrued interest and other assets (2)

 

82,489

 

 

 

 

 

61,977

 

 

 

 

 

49,648

 

 

 

 

 

Total assets

 

$

1,870,651

 

 

 

 

 

$

1,865,280

 

 

 

 

 

$

1,860,256

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW

 

$

314,199

 

275

 

0.1

%

$

307,033

 

1,347

 

0.4

%

$

306,680

 

2,881

 

0.9

%

Money market checking

 

370,914

 

6,507

 

1.8

%

326,367

 

8,021

 

2.5

%

290,610

 

12,415

 

4.3

%

Savings

 

333,243

 

1,392

 

0.4

%

334,266

 

2,627

 

0.8

%

359,173

 

6,347

 

1.8

%

Time deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less than $100,000

 

372,061

 

12,079

 

3.2

%

368,943

 

15,282

 

4.1

%

393,708

 

18,516

 

4.7

%

$100,000 and greater

 

135,242

 

4,691

 

3.5

%

146,492

 

6,031

 

4.1

%

164,785

 

8,044

 

4.9

%

Total interest-bearing deposits

 

1,525,659

 

24,944

 

1.6

%

1,483,101

 

33,308

 

2.2

%

1,514,956

 

48,203

 

3.2

%

Other interest-bearing liabilities

 

8,468

 

43

 

0.5

%

32,375

 

664

 

2.1

%

65

 

3

 

4.6

%

Total interest-bearing liabilities

 

1,534,127

 

24,987

 

1.6

%

1,515,476

 

33,972

 

2.2

%

1,515,021

 

48,206

 

3.2

%

Demand-noninterest-bearing deposits

 

152,332

 

 

 

 

 

138,106

 

 

 

 

 

145,314

 

 

 

 

 

Accrued interest and other liabilities

 

23,953

 

 

 

 

 

50,035

 

 

 

 

 

42,001

 

 

 

 

 

Shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation (3)

 

160,239

 

 

 

 

 

161,663

 

 

 

 

 

157,920

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

1,870,651

 

 

 

 

 

$

1,865,280

 

 

 

 

 

$

1,860,256

 

 

 

 

 

Net interest income

 

 

 

$

58,021

 

 

 

 

 

$

62,060

 

 

 

 

 

$

60,953

 

 

 

Interest rate spread

 

 

 

 

 

3.2

%

 

 

 

 

3.3

%

 

 

 

 

3.1

%

Net interest margin (1)

 

 

 

 

 

3.4

%

 

 

 

 

3.6

%

 

 

 

 

3.5

%

 


(1)    Interest income, net interest margin and yields are presented on a tax equivalent basis, assuming a federal income tax rate of 35%.

(2)    The average balances of nonaccrual loans are included in accrued interest and other assets.

(3)    See Note 8 to the Company’s consolidated financial statements and “Non-GAAP Financial Measures.” This presentation is consistent with the Company’s belief that it is unlikely that the Company would be required to satisfy the contingent repurchase obligation.

 

38



 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

 

The following discussion and analysis provides information regarding the Company’s financial condition as of December 31, 2009 and 2008, and the results of operations for each of the three years in the period ended December 31, 2009. This discussion and analysis should be read in conjunction with the Company’s Consolidated Financial Statements and Notes to Consolidated Financial Statements included in this annual report. The financial information provided below is rounded in order to simplify the presentation of management’s discussion and analysis. However, the ratios and percentages provided below are calculated using the more detailed financial information contained in the financial statements, notes and tables included elsewhere in this annual report.

 

Critical Accounting Policies

 

The Company’s financial statements are prepared in conformity with accounting principles generally accepted in the U.S. These accounting principles, which can be complex, are significant to our financial condition and our results of operations and require management to apply significant judgment with respect to various accounting, reporting and disclosure matters. Management must use estimates, assumptions and judgments to apply these principles where actual measurements are not possible or practical. These estimates, assumptions and judgments are based on information available as of the date of this report and, as this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the financial statements. Changes in such estimates may have a significant impact on the financial statements. Management has reviewed the application of these policies with the Audit Committee of West Suburban’s Board of Directors. This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction the Company’s Consolidated Financial Statements and Notes to Consolidated Financial Statements included in this annual report.

 

In management’s view, the accounting policies that are critical to the Company are those relating to estimates, assumptions and judgments regarding the determination of the adequacy of the allowance for loan losses, the Company’s federal and state tax obligations, the determination of the fair value of certain of the Company’s investment securities, and the carrying value of other real estate.

 

Allowance for Loan Losses. The Company maintains an allowance for loan losses at a level management believes is sufficient to absorb probable incurred credit losses in the loan portfolio. The allowance for loan losses represents the Company’s estimate of probable incurred credit losses in the loan portfolio at each balance sheet date and is based on the review of available and relevant information. The allowance contains allocations for probable incurred credit losses that have been identified relating to specific borrowing relationships as well as probable incurred credit losses for pools of loans. The allowance for loan losses is reassessed monthly by the Company to determine the appropriate level of the allowance. The amount of the allowance for loan losses is determined based on a variety of factors, including assessment of the credit risk of the loans in the loan portfolio, volume of the loans, delinquent loans, evaluation of current economic conditions in the market area, actual charge-offs during the period and historical loss experience. Loan quality is continually monitored by management and reviewed by the loan committee on a monthly basis.

 

Loans are evaluated on a category by category basis to determine the appropriate allocation of allowance to each category. In addition, individual commercial, construction and commercial mortgage loans are evaluated to determine if a specific loss allocation is needed for problem loans deemed to have a shortfall in collateral. Management also considers the borrower’s current economic status including liquidity and future business viability. Other factors used in the allocation of the allowance include levels and trends of past dues and charge-offs along with concentrations of credit within the commercial and commercial real estate loan portfolios. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as developments occur. Along with the allocation of the allowance on a category by category basis and the specific allocations for individual borrowing relationships, the allowance includes a relatively small portion that remains unallocated. Management adjusts the allowance for loan losses by an amount sufficient to maintain the allowance at the level determined appropriate. A loan is fully or partially charged-off when all or portions of the loan is deemed to be uncollectible by management. The Company believes that the allowance for loan losses is adequate to provide for estimated probable incurred credit losses in the loan portfolio.

 

39



 

A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement.  Loans for which the terms have been modified and the borrower is experiencing financial difficulties are considered troubled debt restructurings are and classified as impaired. Troubled debt restructurings are measured at the present value of estimated future cash flows using the loan’s effective rate at inception.

 

Income Taxes. The Company is subject to income tax laws of the U.S. and the State of Illinois. These laws are complex and subject to different interpretations by the taxpayer and the various taxing authorities. Management makes certain judgments and estimates about the application of these inherently complex laws when determining the provision for income taxes. Federal and state taxing authorities have recently become increasingly aggressive in challenging tax positions taken by financial institutions, including positions that may be taken by the Company. During the preparation of the Company’s tax returns, management makes reasonable interpretations of the tax laws which are subject to challenge upon audit by the tax authorities. These interpretations are also subject to reinterpretation based on management’s ongoing assessment of facts and evolving case law.

 

On a quarterly basis, management evaluates the reasonableness of its effective tax rate based upon its current best estimate of net income and applicable taxes expected for the full year. Deferred tax assets and liabilities are evaluated on a quarterly basis, or more frequently if necessary.

 

Temporary Decline in Fair Value of Securities. The Company evaluates its debt and equity securities for other-than-temporary impairment under FASB guidance “Investments in Debt and Equity Securities.” The guidance applies to debt securities, as well as equity securities not accounted for under the equity method (i.e., cost method investments), unless the investments are subject to other accounting guidance, such as FASB guidance “Beneficial Interest in Securitized Financial Assets.” Investments in securitized structures such as collateralized mortgage obligations and collateralized debt obligations that are not high quality investment grade securities upon acquisition are subject to this guidance. High quality investment grade securities are defined as securities with an investment grade of “AA” or higher.

 

In accordance with FASB guidance “Investments in Debt and Equity Securities,” declines in the fair value of securities below their cost that are other-than-temporary are reflected as realized losses. In determining OTTI on debt securities, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost; (2) the financial condition and near-term prospects of the issuer; (3) whether the market decline was affected by macroeconomic conditions; and (4) whether the Company has the intent to sell the debt security or whether it is more likely than not the Company will be required to sell the debt security before its anticipated recovery. The assessment of whether OTTI exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

 

Management evaluates pooled trust preferred securities in accordance with FASB guidance “Beneficial Interest in Securitized Financial Assets,” which requires the evaluation of the expected cash flows to determine whether there has been an adverse change in the expected cash flows. Additionally, the Company monitors investment grades on the pooled trust preferred securities to determine whether there has been an adverse change in the investment grades and performs an analysis of the underlying collateral to determine a break in yield point. Any adverse changes in expected cash flows that are other-than-temporary are reflected as realized losses.

 

Other Real Estate. Assets acquired through or instead of loan foreclosure are initially recorded at lower of cost or fair value less costs to sell when acquired, establishing a new cost basis.  If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense.  Operating costs after acquisition are expensed as incurred.

 

Contractual Obligations, Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities

 

Through the normal course of operations, the Company has entered into certain contractual obligations and other commitments. Such obligations generally relate to the funding of operations through deposits, as well as leases for premises and equipment. As a financial services provider, the Company routinely enters into commitments to extend

 

40



 

credit. While contractual obligations represent future cash requirements of the Company, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval as comparable loans made by the Company.

 

The following table presents the Company’s significant fixed and determinable contractual obligations and significant commitments by payment date as of December 31, 2009 (dollars in thousands). The payment amounts represent those amounts contractually due to the recipient and do not include any carrying value adjustments. Further discussion of the nature of each obligation is included in the referenced Note to the Company’s Consolidated Financial Statements included in this annual report.

 

 

 

Note
Reference

 

One Year
or Less

 

Over One
Year to
Three Years

 

Over Three
Years to
Five Years

 

Over
Five Years

 

Total

 

Deposits without a stated maturity

 

6

 

$

1,186,889

 

$

 

$

 

$

 

$

1,186,889

 

Time deposits

 

6

 

346,086

 

106,046

 

87,188

 

201

 

539,521

 

Prepaid solutions cards deposits

 

6

 

30,577

 

 

 

 

30,577

 

Operating leases

 

4

 

576

 

772

 

485

 

344

 

2,177

 

Commitments to extend credit

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate

 

9

 

 

 

 

 

 

 

 

 

13,388

 

Variable rate

 

9

 

 

 

 

 

 

 

 

 

374,860

 

Deferred compensation

 

8

 

 

 

 

 

 

 

 

 

7,522

 

Postretirement benefit plan

 

8

 

 

 

 

 

 

 

 

 

993

 

 

Balance Sheet Analysis

 

Total Assets. Total consolidated assets at December 31, 2009, increased 3.8% from the prior year-end. This increase was primarily due to increases in cash and cash equivalents and other real estate owned, partially offset by decreases in the loan portfolio. Total average assets in 2009 increased .3% from the prior year primarily due to an increase in average federal funds sold.

 

Cash and Cash Equivalents. Cash and cash equivalents at December 31, 2009 increased 167.9% from the prior year-end due to increases in cash and federal funds sold. Although rates paid on federal funds sold are currently at historically low levels, the Company believes that it is prudent to maintain a higher level of liquidity with the current state of the economy.

 

Securities. The Company’s securities portfolio increased 1.5% at December 31, 2009 from the prior year-end. This increase was primarily due to increasing holdings in securities issued by U.S. government sponsored enterprises in order to earn a higher yield when compared to alternative investments such as federal funds sold. These securities were purchased due to their low credit risk and the Company’s high level of certainty that these securities would be called prior to maturity. Additionally, the Company purchased a $30.0 million municipal bond with a one year maturity as a short-term alternative to federal funds sold. These additions were partially offset by the Company liquidating its holdings in corporate securities in order to reduce credit risk in the portfolio. The Company also sold one of its holdings in pooled trust preferred securities and wrote off all of its remaining holdings in pooled trust preferred securities.

 

The Company manages its investment portfolio to maximize the return on invested funds within acceptable risk guidelines, to meet pledging and liquidity requirements, and to adjust balance sheet interest rate sensitivity in an effort to insulate net interest income against the impact of interest rate changes. The Company will continue to monitor its level of available for sale and held to maturity securities and will classify new securities purchased in the appropriate category at the time of purchase.

 

Securities available for sale are carried at fair value, while securities held to maturity and Federal Home Loan Bank stock are carried at cost. Security portfolio gross unrealized gains of $14.4 million were offset by gross unrealized

 

41



 

losses of $.5 million as of December 31, 2009, as compared with gross unrealized gains of $9.9 million and gross unrealized losses of $6.7 million as of December 31, 2008.

 

Fair values for states and political subdivisions securities are generally determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. Characteristics utilized by matrix pricing include insurer, credit support, state of issuance and bond rating. These factors are used to incorporate additional spreads and municipal curves. A separate curve structure is used for bank-qualified municipal bonds. This structure is different than the approach used for general market municipals. For the bank-qualified municipal bonds, active quotes are obtained when available.

 

Fair values for U.S. government sponsored enterprises issued securities are determined using a combination of daily closing prices, evaluations, income data, security master (descriptive) data and terms and conditions data. Additional data used to compute the fair value of U.S. government sponsored enterprises issued residential mortgage-backed pass-through securities (FHLMC, FNMA, and GNMA pools) includes daily composite seasoned, pool-specific, and generic coupon evaluations, and factors and descriptive data for individual pass-through pools. Additional data used to compute the fair value of U.S. government sponsored enterprises issued collateralized mortgage obligations include daily evaluations and descriptive data.

 

Loans. Total loans outstanding at December 31, 2009 decreased 4.4% from the prior year-end primarily due to decreases in the home equity, residential real estate and commercial loan portfolios. These decreases were partially offset by an increase in the construction loan portfolio, which was primarily due to the increase in the outstanding balance of one borrower with strong financial resources and a positive relationship with the Company. The decrease in the home equity loan portfolio was due to payoffs resulting from refinancing activity, as well as a decrease in home equity loan originations. The decrease in the residential real estate loan portfolio was due to refinancing activity in the mortgage loan portfolio. Additionally, the Company discontinued its purchase of mortgage loans from the secondary market.

 

Allowance for Loan Losses and Asset Quality. The ratio of the allowance for loan losses to total loans outstanding was 2.17% and 1.25% at December 31, 2009 and 2008, respectively. The following table is an analysis of the Company’s nonperforming loans and other real estate at December 31 (dollars in thousands):

 

 

 

2009

 

2008

 

2007

 

Loans past due 90 days or more still on accrual

 

$

790

 

$

1,705

 

$

480

 

Nonaccrual loans

 

38,038

 

23,569

 

2,297

 

Total nonperforming loans

 

$

38,828

 

$

25,274

 

$

2,777

 

Nonperforming loans as a percent of total loans

 

3.25

%

2.02

%

0.22

%

Allowance for loan losses as a percent of nonperforming loans

 

67

%

62

%

334

%

Other real estate

 

$

25,994

 

$

4,658

 

$

824

 

Nonperforming assets as a percent of total assets

 

3.34

%

1.60

%

0.19

%

 

The level of the allowance for loan losses is determined by evaluating the general allowance, which is allocated to pools of loans, as well as the specific allowance allocated to impaired loans. The Company utilizes a matrix which tracks changes in various categories that management has determined to have direct effects on the performance of the loan portfolio. These categories include: charge-off history, trends in the national and local economies, loan concentrations, past due trends, loan volume trends and loan risk migration. The matrix assigns factors to each loan category which is used to determine the amount of the general allowance. The specific allowance allocated to impaired loans is based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the loan’s collateral, if repayment of the loan is collateral dependent.

 

Net loan charge-offs were $14.6 million and $4.1 million 2009 and 2008, respectively. This increase was primarily due to the increase in the level of nonperforming loans and declines in collateral values. Nonperforming loans (nonaccrual and loans past due 90 days or more still on accrual) increased to $38.8 million at December 31, 2009, from $25.3 million at December 31, 2008. Nonaccrual loans increased to $38.0 million at December 31, 2009 from

 

42



 

$23.6 million at December 31, 2008. During the second quarter of 2009, two commercial relationships totaling $19.5 million were classified as nonaccrual, partially offset by the transfer of two other commercial relationships totaling $14.3 million to other real estate. During the third quarter of 2009, commercial relationships totaling $13.2 million were classified as nonaccrual, partially offset by the transfer of $1.7 million of commercial and residential relationships to other real estate. During the fourth quarter of 2009, commercial relationships totaling $6.0 million were classified as nonaccrual, offset by the transfer of $8.6 million of commercial relationships to other real estate. The Company’s loans past due 90 days or more still on accrual decreased to $.8 million at December 31, 2009 from $1.7 million at December 31, 2008. This decrease was primarily due to the classification of three residential real estate loans along with one commercial real estate loan as nonaccrual. Additionally, three other residential real estate loans and two home equity loans were repaid, while one commercial loan became 90 days or more past due.

 

The provision for loan losses increased $14.6 million in 2009 over 2008. The Company determined that additional loan loss provisions were necessary due to the increased levels of charge-offs and nonperforming loans, an increase in loan loss reserves allocated to specific impaired loans and downward trends in the national and local economies.

 

Approximately $1.5 million, or 5.9%, of the $25.9 million allowance for loan losses at December 31, 2009, relates to loans specifically reserved. This compares to a specific reserve of $1.7 million, or 10.8%, of the total allowance for loan losses at December 31, 2008. The general reserve as a percent of overall loans was 2.04% at December 31, 2009, as compared to 1.11% at December 31, 2008. The increase in the general reserve as a percent of loans is due to actual historical losses, management’s review of internal classified loans, management’s expectation of overall economic conditions in the areas in which the Company operates and management’s expected losses with the overall level of real estate loans within the Company’s portfolio.

 

At December 31, 2009, the Company had $8.6 million of loans considered troubled debt restructurings, which are considered impaired loans. The Company has not allocated any specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31, 2009.  The Company has not committed to lend additional amounts to customers with outstanding loans that are classified as troubled debt restructurings.

 

Bank-Owned Life Insurance (“BOLI”). The carrying value of BOLI increased to $37.6 million at December 31, 2009 from $35.4 million at December 31, 2008. This increase was due to an increase in the market value of the underlying investments associated with the insurance policies that are tied to the deferred compensation plan. The increase was a direct result of the market conditions that existed during the year. The underlying investments consist of mutual funds and the investment decisions are made by the participants in the deferred compensation plan.

 

Other Real Estate. During 2009, the Company acquired properties with an aggregate carrying value of $25.7 million. Of this amount, $23.9 million related to eight commercial loan relationships, $1.0 million related to six residential real estate relationships and $.8 million related to two commercial real estate relationships. During 2009, the Company sold properties with an aggregate carrying value of $3.9 million of which $1.4 million was related to construction properties. On a monthly basis, the Company evaluates the carrying value of all other real estate properties and takes write-downs on these properties as necessary. During 2009, the Company recorded write downs of $.4 million on six commercial properties and $.1 million on a commercial real estate property. The Company is actively marketing the properties it holds in its other real estate portfolio in a continuing effort to reduce this portfolio.

 

Deposits. Total deposits at December 31, 2009 increased 8.1% from the prior year-end, primarily due to a significant increase in money market checking along with increased balances in NOW, savings and time deposits. These increases were partially offset by a decrease in demand-non-interest-bearing deposits and prepaid solutions cards deposits. Management believes that due to the current state of the economy, some customers have migrated from non-liquid time deposits to more liquid deposit products such as money market checking and savings. The increase in time deposits less than $100,000 was primarily in time deposits with short maturities. In general, management promotes the Company’s deposit products when it believes appropriate and prices its products in a manner intended to retain the Company’s current customers as well as attract new customers while maintaining an acceptable net interest margin. The Company currently holds $30.6 million of deposits related to balances on cards issued by the prepaid solutions group. The Company expects to transfer these deposits at carrying value during 2010 in connection with the transfer of the Company’s issuing bank responsibilities under the prepaid card programs originated by the Company’s former prepaid solutions group.

 

43



 

Federal Funds Purchased. The Company did not have any federal funds purchased at December 31, 2009, compared to $55.0 million at December 31, 2008. This decrease was the result of the maturity of 90-day term funds purchased by the Company in the fourth quarter of 2008 to take advantage of attractive interest rates available from the Federal Reserve. Purchases of federal funds are infrequent, but the Company accesses its various federal funds lines from time to time in order to meet liquidity needs when necessary.

 

Prepaid Solutions Cards. Outstanding balances on prepaid solutions cards, which represent the total of prepaid solutions cards deposits and prepaid solutions cards liabilities, decreased 2.8% at December 31, 2009 from the prior year-end. On December 4, 2009, the Company sold its prepaid solutions card division. The Bank remains the card issuing bank under the card programs transferred, although the Bank intends to transfer such responsibilities, and the related assets and liabilities to another financial institution. Although the outstanding balances on prepaid solutions cards will remain on the Company’s balance sheet for a period of time, the Company will no longer record the income and expense associated with the prepaid solutions cards.

 

Capital Resources

 

Shareholders’ equity at December 31, 2009 increased 11.0% from December 31, 2008. The increase was primarily due to a $15.4 million decrease in the amount reclassified on ESOP shares and a change in accumulated comprehensive income to a $3.6 million unrealized gain from an unrealized loss position of $1.3 million at December 31, 2008. This increase was partially offset by a net loss of $.8 million, dividends declared of $4.3 million and the repurchase and retirement of common stock of $2.7 million.

 

Banking regulations require the Company and the Bank to maintain minimum capital amounts and ratios. As of December 31, 2009, all capital ratios were in excess of the regulatory capital requirements which call for a minimum total risk-based capital ratio of 8% for each of the Company and the Bank, a minimum Tier 1 risk-based capital ratio of 4% for each of the Company and the Bank and a minimum leverage ratio (3% for the most highly rated banks and bank holding companies that do not expect significant growth; all other institutions are required to maintain a minimum leverage capital ratio of 4% to 5% depending on their particular circumstances and risk and growth profiles) for each of the Company and the Bank. Bank holding companies and their subsidiaries are generally expected to operate at or above the minimum capital requirements. As of December 31, 2009, all capital ratios were in excess of regulatory minimums and should allow the Company and the Bank to operate without significant capital adequacy concerns. In addition, the Bank operates a subsidiary that participates in the Bank’s real estate lending business and is intended to qualify as a real estate investment trust. This subsidiary is also intended to facilitate capital raising efforts, if such efforts become necessary, by enabling the Bank to access the capital markets through the subsidiary.

 

As of December 31, 2009 and 2008, the Bank exceeded the minimum capital ratios required to qualify as a “well-capitalized” institution as defined by the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended. On a consolidated basis, the Company also exceeded regulatory capital requirements. There are no conditions or events since December 31, 2009 that management believes would result in a change of it being considered “well-capitalized.” In accordance with applicable regulations, the appraised fair market value of West Suburban common stock owned by the ESOP is included in Tier 1 capital.

 

Liquidity

 

Effective liquidity management ensures the availability of funding sources at minimum cost to meet fluctuating deposit balances, loan demand needs and to take advantage of earnings enhancement opportunities. A large, stable core deposit base and a strong capital position are the solid foundation for the Company’s liquidity position. Liquidity is enhanced by a securities portfolio structured to provide liquidity as needed. The Company also maintains relationships with correspondent banks to purchase federal funds subject to underwriting and collateral requirements. Additionally, subject to credit underwriting, collateral, capital stock, and other requirements of the Federal Home Loan Bank of Chicago (the “FHLB”), the Company is able to borrow from the FHLB on a “same day” basis. As of December 31, 2009, the Company could have borrowed up to approximately $152 million from the FHLB secured by certain of its real estate loans and securities. Furthermore, the Company has agreements in place to borrow up to $61 million in federal funds. The Company manages its liquidity position through continuous

 

44



 

monitoring of profitability trends, asset quality, interest rate sensitivity and maturity schedules of interest-earning assets and interest-bearing liabilities.

 

Generally, the Company uses cash and cash equivalents and securities available for sale to meet its liquidity needs. As of December 31, 2009 and 2008, these liquid assets represented 18.3% and 15.1% of total assets, respectively. The increase in liquidity was due to significantly increased balances of cash and due from banks and federal funds sold. A more detailed discussion can be found in the cash and cash equivalents discussion of the Balance Sheet Analysis section of this report.

 

During 2009, the Company’s cash and cash equivalents increased $93.1 million. Net cash provided by operating activities for this period was $14.4 million, while net cash provided by investing activities was $6.9 million. Net cash provided by financing activities for this period was $71.8 million.

 

Income Statement Analysis — 2009 Compared to 2008

 

General. The Company’s net income decreased 105.0% in 2009 to a net loss of $.8 million compared to 2008. The net loss resulted primarily from an increase in the provision for loan losses of $14.6 million and the write-off of $8.3 million of its holdings of pooled trust preferred securities. Total noninterest income decreased $6.7 million while total noninterest expense increased $9.2 million primarily from increases in salaries and employee benefits expense and FDIC assessments. Net interest income before provision for loan losses decreased $4.0 million. Income tax expense decreased $10.4 million to a benefit position in 2009. On December 4, 2009, the Company sold its prepaid solutions group and recorded a gain of $3.3 million, net of tax.

 

Net Interest Income. Net interest income in 2009 (on a fully tax-equivalent basis) decreased 6.5% compared to 2008. Net interest income is the primary source of income for the Company. Net interest income is the difference between interest income earned on interest-earning assets and interest expense incurred on interest-bearing liabilities. Net interest income is affected by changes in volume and yield on interest-earning assets and the volume and rates on interest-bearing liabilities. Interest-earning assets consist of federal funds sold, securities and loans. Interest-bearing liabilities primarily consist of deposits. The net interest margin is the percentage of tax-equivalent net interest income to average earning assets. The Company’s net interest margin (on a fully tax-equivalent basis) decreased to 3.4% at December 31, 2009 compared to 3.6% at December 31, 2008.

 

Total interest income (on a tax-equivalent basis) decreased 13.6% in 2009 primarily due to decreasing yields in the Company’s loan portfolio. Average loan balances decreased 2.4% during this period. The yield on the Company’s home equity loan portfolio decreased 60 basis points during this period primarily due to decreases in the interest rates charged for home equity lines of credit that adjusted as a result of decreases in the prime rate. These decreases were a direct result of the Federal Reserve initiating interest rate reductions of 400 basis points in 2008 and 100 basis points during the last six months of 2007. The average prime rate was 3.25% for 2009 and 5.08% for 2008. Yields on the Company’s commercial loan portfolio decreased 137 basis points during this period. This decrease was partially due to the majority of adjustable rate commercial loans being tied to the prime rate, as well as an $8.2 million increase in commercial nonaccrual loans during 2009, which accounted for $1.8 million of lost interest and a reduction in yield of 42 basis points. Yields on federal funds sold decreased 225 basis points due to decreases in interest rates initiated by the Federal Reserve. Yields on investment securities decreased 23 basis points as the Company liquidated its corporate securities portfolio, sold one of its holdings of pooled trust preferred securities and wrote off all of its remaining holdings of pooled trust preferred securities which had experienced increased interest payment deferrals during 2009.

 

Total interest expense decreased 26.4% in 2009. Lower interest on deposits, resulting from lower yields on interest-bearing deposits, accounted for most of the decrease. The decline was primarily due to lower cost of funds on interest-bearing deposits which decreased 62 basis points to 1.63% in 2009 from 2.25% in 2008. Approximately 64% of the Company’s certificates of deposit are scheduled to mature in 2010, which will reduce the cost of funds as management expects that the certificates of deposit will be either renewed at a substantially lower rate or replaced with lower costing alternative funding sources.

 

45



 

The following table reflects the impact of changes in volume and rates of interest-earning assets and interest-bearing liabilities on a tax equivalent basis for the years ended December 31, 2009 and 2008 (dollars in thousands):

 

 

 

2009 compared to 2008

 

2008 compared to 2007

 

 

 

Change due to

 

Total

 

Change due to

 

Total

 

 

 

Volume

 

Rate

 

Change

 

Volume

 

Rate

 

Change

 

Interest Income

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

141

 

$

(177

)

$

(36

)

$

(1,263

)

$

(1,600

)

$

(2,863

)

Securities

 

(2,051

)

(1,152

)

(3,203

)

11

 

1,990

 

2,001

 

Loans

 

(1,554

)

(8,231

)

(9,785

)

2,712

 

(14,977

)

(12,265

)

Total interest income

 

(3,464

)

(9,560

)

(13,024

)

1,460

 

(14,587

)

(13,127

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits

 

696

 

(9,060

)

(8,364

)

(715

)

(14,180

)

(14,895

)

Other interest-bearing liabilities

 

(121

)

(500

)

(621

)

661

 

 

661

 

Total interest expense

 

575

 

(9,560

)

(8,985

)

(54

)

(14,180

)

(14,234

)

Net interest income

 

$

(4,039

)

$

 

$

(4,039

)

$

1,514

 

$

(407

)

$

1,107

 

 

Provision for Loan Losses. The provision for loan losses increased $14.6 million in 2009. The Company determined that additional loan loss provisions were necessary due to the increased levels of charge-offs and nonperforming loans and continued downward trends in the national and local economies. A more detailed discussion concerning the allowance for loan losses is presented in the Allowance for Loan Losses and Asset Quality section of this annual report.

 

Noninterest Income. Total noninterest income decreased 53.6% during 2009 compared to 2008. During 2009, the Company wrote-off $8.3 million of the Company’s holdings in pooled trust preferred securities. Service fees on deposit accounts decreased $.4 million primarily due to decreased fees associated with the overdraft honors program. The BOLI investment increased $4.2 million to a gain of $2.0 million from a loss of $2.2 million for 2008 primarily due to an increase in the market value of the underlying investments associated with the insurance policies that are tied to the deferred compensation plans. Net gains on loans held for sale increased $.5 million primarily due to increased sales of loans held for sale in the secondary market. During 2008, the Company recorded a one-time gain of $2.1 million related to the redemption of VISA stock as part of the VISA initial public offering and recovery of expenses recorded for the Company’s obligation to indemnify VISA during the fourth quarter of 2007. Other income decreased $.5 million primarily due to a one time litigation settlement of $.4 million recorded in 2008.

 

Noninterest Expense. Total noninterest expense increased 22.4% during 2009 compared to 2008. Salaries and employee benefits increased $4.7 million primarily due to an increase in the market value of the underlying investments associated with the insurance policies that are tied to the Company’s deferred compensation plans. Additionally, the Company experienced increased salary and employee benefits expense related to Bank Secrecy compliance and other compliance related matters as well as $.6 million in severance payments associated with the sale of the prepaid solutions group. Occupancy expense decreased $.1 million, primarily due to reduced utilities expense. Advertising and promotion expense decreased $1.1 million primarily due to the Company reducing its use of an advertising agency and reduced newspaper advertising. Professional fees expense increased $1.8 million primarily due to increased costs related to Bank Secrecy Act compliance and other compliance related matters and increased legal costs related to commercial lending matters. FDIC assessments increased $3.1 million due to several factors, including increased assessments issued by the FDIC in support of the deposit insurance fund as well as the Temporary Liquidity Guarantee Program, the Company’s participation in the FDIC’s Transaction Account Guarantee Program, the prepaid solutions cards deposits becoming eligible for FDIC Insurance and the use of a credit balance the Company had with the FDIC in prior years. A portion of the increase in FDIC assessments is due to a one-time special assessment of $.9 million recognized during the second quarter of 2009. Loan administration expense increased $.9 million primarily due to real estate tax payments made for several commercial accounts.

 

46



 

Income Taxes. For 2009, the Company recorded an income tax benefit of $5.6 million compared to an income tax expense of $5.1 million for 2008. The effective tax rates for 2009 and 2008 were (86.9%) and 22.2%, respectively. The decline is due to a pretax loss and the impact of permanent differences resulting from, among other items, ESOP dividends, municipal income and BOLI income.

 

Income Statement Analysis — 2008 Compared to 2007

 

General. The Company’s net income decreased 28.2% in 2008 as compared to 2007. Net income was positively affected by an increase in net interest income of $.8 million, a decrease in total noninterest expense of $1.8 million and a decrease in income tax expense of $3.7 million. Net income was negatively affected by an increase in the provision for loan loss of $10.0 million and a decrease in total noninterest income of $1.2 million.

 

Net Interest Income. Net interest income in 2008 (on a fully tax-equivalent basis) increased 1.8% compared to 2007. Net interest income is the primary source of income for the Company. The Company’s net interest margin (on a fully tax-equivalent basis) was 3.6% in 2008 and 3.5% in 2007.

 

Total interest income (on a tax-equivalent basis) decreased 12.0% in 2008 primarily due to decreasing yields in the Company’s loan portfolio. Average loan balances increased 3.9% during this period. The yield on the Company’s home equity loan portfolio decreased 98 basis points during this period primarily due to decreases in the interest rate charged for home equity lines of credit that adjusted as a result of decreases in the prime rate. These decreases were a direct result of the Federal Reserve initiating interest rate reductions of 400 basis points in 2008 and 100 basis points during the last six months of 2007. The average prime rate was 5.08% for 2008 and 8.05% for 2007. Yields on the Company’s commercial loan portfolio decreased 259 basis points during this period. This decrease was partially due to the majority of adjustable rate commercial loans being tied to the prime rate, as well as a $21.3 million increase in nonaccrual loans during 2008, which accounted for $1.3 million of lost interest and a reduction in yield of 30 basis points. Yields on federal funds sold decreased 274 basis points due to decreases in interest rates initiated by the Federal Reserve. Yields on investment securities increased 40 basis points due to proceeds from maturities and sales of securities issued by U.S. government sponsored enterprises being invested in higher yielding mortgage-backed securities issued by U.S. government sponsored enterprises.

 

Total interest expense decreased 29.5% in 2008. Interest on deposits accounted for the decrease, which was only partially offset by an increase in interest expense on federal funds purchased. The yield on interest-bearing deposits decreased 93 basis points to 2.25% in 2008 from 3.18% in 2007.

 

Provision for Loan Losses. The provision for loan losses increased $10.0 million in 2008. The Company determined that additional loan loss provisions were necessary due to the increased levels of charge-offs and nonperforming loans, an increase in loan loss reserves allocated to specific impaired loans and downward trends in the national and local economies.

 

Noninterest Income. Total noninterest income decreased 8.9% during 2008 compared to 2007. BOLI income decreased $3.7 million, primarily due to the decline in the market value of the underlying investments associated with the insurance policies that are tied to the Company’s deferred compensation plans. During 2008, the Company recorded a gain of $1.1 million on the mandatory partial redemption of VISA stock in connection with the VISA public offering. A portion of the VISA stock allocated to the Company in the initial public offering was withheld to cover the costs and expenses associated with various lawsuits for which the Company, as a member of the VISA network, is obligated to indemnify VISA. As a result, the Company also recorded $.8 million of income related to the recovery of expenses recorded in the fourth quarter of 2007 and $.2 million in recovery of expenses recorded during the third quarter of 2008 in connection with the creation of litigation reserves relating to these lawsuits.

 

Noninterest Expense. Total noninterest expense decreased 4.2% during 2008 compared to 2007. Salaries and employee benefits decreased $3.0 million primarily due to a decline in the market value of the underlying investments associated with the insurance policies that are tied to the Company’s deferred compensation plans.  Additionally, the Company experienced increased employee insurance expense. Furniture and equipment expense increased $.3 million, primarily due to increased equipment depreciation and data processing expense. Occupancy

 

47



 

expense increased $.7 million, primarily due to costs associated with increased maintenance and utilities expense. Advertising and promotion expense decreased $.2 million primarily due to reduced costs associated with home equity and commercial loan advertising. Professional fees expense increased $.3 million primarily due to increased legal expenses.

 

Income Taxes. Income tax expense decreased 37.3% in 2008, primarily due to lower pre-tax income. The effective tax rates for the years ended December 31, 2008 and 2007 were 22.2% and 26.6%, respectively. This decrease was primarily due to changes in the State of Illinois tax laws discussed in Note 7 to the Company’s financial statements. As a result of the changes in the State of Illinois tax laws, the Company expects the effective tax rates to be higher in future years.

 

Interest Rate Sensitivity

 

The Company attempts to maintain a conservative posture with regard to interest rate risk by actively managing its asset/liability GAP position and monitoring the direction and magnitude of gaps and risk. The Company attempts to moderate the effects of changes in interest rates by adjusting its asset and liability mix to achieve desired relationships between rate sensitive assets and rate sensitive liabilities. Rate sensitive assets and liabilities are those instruments that reprice within a given time period. An asset or liability reprices when its interest rate is subject to change or upon maturity.

 

Movements in general market interest rates are a key element in changes in the net interest margin. The Company’s policy is to manage its balance sheet so that fluctuations in the net interest margin are minimized regardless of the level of interest rates, although the net interest margin does vary somewhat due to management’s response to increasing competition from other financial institutions.

 

The Company measures interest rate sensitivity through a net interest income analysis. The net interest income analysis measures the change in net interest income in the event of hypothetical changes in interest rates. This analysis assesses the risk of changes in net interest income in the event of a sudden and sustained 100 to 200 basis point increase or decrease in market interest rates. This analysis is subject to the Company’s assumptions, which include the following:

 

·                  Balance sheet volume reflects the current balances and does not project future growth or changes. The current balances establish the base case from which all percent changes are calculated.

 

·                  The replacement rate for loan and deposit items that mature is the current rate offered by the Company as adjusted for the assumed rate increase or decrease. The replacement rate for securities is the current market rate as adjusted for the assumed rate increase or decrease.

 

·                  The repricing rate for balance sheet data is determined by utilizing individual account statistics provided by the Company’s data processing systems.

 

·                  The maturity and repricing dates for balance sheet data are determined by utilizing individual account statistics provided by the Company’s data processing systems.

 

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Listed below are the Company’s projected changes in net interest income over a twelve-month horizon for the various rate shock levels as of the periods indicated (dollars in thousands):

 

December 31, 2009

 

Amount

 

Dollar
Change

 

Percent
Change

 

+200 basis points

 

$

58,194

 

$

2,388

 

4.3

%

+100 basis points

 

56,317

 

511

 

0.9

%

Base

 

55,806

 

 

 

 

 

-100 basis points

 

49,048

 

(6,758

)

(12.1

)%

-200 basis points

 

44,371

 

(11,435

)

(20.5

)%

 

December 31, 2008

 

 

 

 

 

 

 

+200 basis points

 

$

59,584

 

$

1,772

 

3.1

%

+100 basis points

 

58,976

 

1,164

 

2.0

%

Base

 

57,812

 

 

 

 

 

-100 basis points

 

52,497

 

(5,315

)

(9.2

)%

-200 basis points

 

46,324

 

(11,488

)

(19.9

)%

 

Effects of Inflation

 

Unlike industrial companies, nearly all of the assets and liabilities of the Company are monetary in nature. As a result, interest rates have a more significant impact on the Company’s performance than do the effect of general levels of inflation. Interest rates do not necessarily move in the same direction or experience the same magnitude of change as goods and services, since such prices are affected by inflation. In the current economic environment, liquidity and interest rate adjustments are features of the Company’s asset/liability management, which are important to the maintenance of acceptable performance levels. The Company attempts to maintain a balance between monetary assets and monetary liabilities, over time, to offset the potential effects of changing interest rates.

 

49



 


 

BOARDS OF DIRECTORS

 


 

West Suburban Bancorp, Inc.

 

Kevin J. Acker

 

Chairman of the Board

David S. Bell

 

Certified Public Accountant

Duane G. Debs

 

President and Chief Financial Officer

Charles P. Howard

 

Parkview Community Church, Administrative Pastor

Peggy P. LoCicero

 

Former Banker

 

West Suburban Bank

 

Keith W. Acker

 

Chairman, President

Craig R. Acker

 

Former Banker

David S. Bell

 

Certified Public Accountant

Earl K. Harbaugh

 

Ditch Witch Midwest, President

John G. Williams

 

Bracing Systems, Vice President

 


 

OFFICERS

 


 

West Suburban Bancorp, Inc.

 

Kevin J. Acker

 

Chief Executive Officer

Duane G. Debs

 

President and Chief Financial Officer

Keith W. Acker

 

Chief Operations Officer

Michael P. Brosnahan

 

Vice President

Timothy W. Clifford

 

Internal Audit Manager

George E. Ranstead

 

Secretary to the Board and Treasurer

 

West Suburban Bank

 

Senior Officers

 

 

Keith W. Acker

 

President, Trust Officer

Kevin J. Acker

 

Senior Vice President, Marketing

Michael P. Brosnahan

 

Senior Vice President, Lending

Duane G. Debs

 

Senior Vice President, Comptroller and Trust Officer

 

Bank Secrecy Act and Regulatory Compliance

Carolyn M. Hagner

 

Vice President, Bank Secrecy Act Officer and Director of Regulatory Compliance

 

 

 

Building Management

 

 

Edward J. Garvey

 

Vice President, Building Management

 

 

 

Cash Management

 

 

Gary Raczek

 

Vice President, Cash Management Manager

 

50



 

Community Reinvestment Act

 

 

Cyndia S. Heap

 

Community Reinvestment Act Officer

 

 

 

Commercial Loans

 

 

Stanley C. Celner, Jr.

 

Vice President, Commercial Loans

Grant O. Cowen

 

Vice President, Commercial Loans

Timothy P. Dineen

 

Vice President, Commercial Real Estate Loans

Michael F. Moone

 

Vice President, Commercial Real Estate Loans

David S. Orr

 

Vice President, Commercial Loans

John J. Schroeder

 

Vice President, Commercial Loans

Edwin S. Stephens IV

 

Vice President, Commercial Loans

Gregory L. Young

 

Vice President, Commercial Loans

Matthew R. Acker

 

Business Development

 

Compliance

 

 

Alice Anne Gaultney

 

Compliance Officer

 

 

 

Comptroller

 

 

Jay J.P. Greifenkamp

 

Vice President, Financial Analyst, Investment Officer and Secretary to the Board

George E. Ranstead

 

Vice President, Assistant Comptroller and Investment Officer

 

 

 

Consumer Loans

 

 

Charles J. Svoboda

 

Vice President, Consumer Loans - Department Head

Cynthia A. Meredith

 

Vice President, Consumer Loans

David J. Wanek

 

Vice President, Consumer Loans

 

 

 

Corporate Operations

 

 

Danielle Budig

 

Vice President, Corporate Operations and Visa

Michael J. Lynch

 

Vice President, Corporate Operations

 

 

 

Financial Services

 

 

Michael Abbatacola

 

Vice President, Financial Services

 

 

 

Human Resources

 

 

Mary Ellen Condon

 

Vice President, Human Resources

 

 

 

Information Systems

 

 

Steven A. Jennrich

 

Vice President, Information Systems

Jacqueline R. Weigand

 

Vice President, Project Manager

 

 

 

Internal Audit

 

 

Timothy W. Clifford

 

Vice President, Internal Audit Manager

 

 

 

Loan Operations

 

 

Kevin G. Carani

 

Vice President, Mortgage Processing, Loan Servicing

Sandra C. Boyce

 

Vice President, Residential Mortgage Loan Processing

Gary H. Brandes

 

Vice President, Consumer Loan Operations

Kevin Bussey

 

Vice President, Collections

Debra H. Crowley

 

Vice President, Commercial Loan Operations

Lawrence J. Ortman

 

Vice President, Credit Analysis and Loan Review

 

 

 

Marketing

 

 

Denise M. Zatarski

 

Director of Marketing

 

51



 

Purchasing

 

 

Helen G. Schmitt

 

Assistant Vice President, Purchasing Manager

 

 

 

Retail Banking

 

 

William J. Jennrich

 

Vice President, Retail Branch Banking

Jack Buscemi

 

Vice President, Regional Manager - Central Region

Marc L. DiNatale

 

Vice President, Regional Manager - East Region

Kirsten L. Erickson

 

Vice President, Regional Manager - West Region

Marcia K. Worobec

 

Vice President, Branch Operations and Branch Manager - Westmore

Jennifer Bentson

 

Assistant Vice President, Branch Manager - Warrenville

Kathleen M. Brockman

 

Assistant Vice President, Branch Manager - Eola Road

Jeanne L. Carlisle

 

Assistant Vice President, Branch Manager - Bolingbrook West

Jill E. Castillo

 

Assistant Vice President, Branch Manager - Oakbrook Terrace

Maribel Colon

 

Assistant Vice President, Branch Manager - Oswego West

Beverly D. Cornelious

 

Assistant Vice President, Branch Manager - Bolingbrook East

Gina M. Corral

 

Assistant Vice President, Branch Manager - President Street

Barbara D. Darden

 

Assistant Vice President, Branch Manager - Chicago Avenue, Naperville

Robert G. Dover, Jr.

 

Assistant Vice President, Branch Manager - Gary Avenue

Nansi E. Eivaz

 

Assistant Vice President, Branch Manager - Romeoville

Sharon A. Fonte

 

Assistant Vice President, Branch Manager - Glendale Heights

James R. Graziano

 

Assistant Vice President, Branch Manager - South Main

Priya Hira

 

Assistant Vice President, Branch Manager - Danada, Wheaton

Rosemary Kasal

 

Assistant Vice President, Branch Manager - Bartlett

Mary L. Kureja

 

Assistant Vice President, Branch Manager - Finley Road, Downtown Downers

Terry Leitner

 

Assistant Vice President, Branch Manager - Cass Avenue, 75th Street

Jeffery W. Miska

 

Assistant Vice President, Branch Manager - North Main

Carlos Muzquiz

 

Assistant Vice President, Branch Manager - Lake Street

Brian S. Nickleski

 

Assistant Vice President, Branch Manager - Westmont

Sandra Ochoa

 

Assistant Vice President, Branch Manager - Randall Road

Gwen B. O’Loughlin

 

Assistant Vice President, Branch Manager - Villa Park

Robert L. Pauling

 

Assistant Vice President, Branch Manager - Stratford Square

Cynthia A. Picton

 

Assistant Vice President, Branch Manager - West Galena

Matthew Remus

 

Assistant Vice President, Branch Manager - Fair Oaks

Laura Saad

 

Assistant Vice President, Branch Manager - Yorkville, Oswego

Gloria Santiago

 

Assistant Vice President, Branch Manager - Montgomery

Lisa M. Schmidt

 

Assistant Vice President, Branch Manager - South Elgin

Patience K. Tannenbaum

 

Assistant Vice President, Branch Manager - Charlestowne

Mihaela Tonchevici

 

Assistant Vice President, Branch Manager - River Run

 

 

 

Trust

 

 

Christine H. Pawlak

 

Trust Officer

 

 

 

West Suburban Insurance Services

 

 

Patricia Falstrom

 

Insurance Agent

 

52



 

ADDRESSES OF WEST SUBURBAN FACILITIES

(630) 652 - 2000

 

Aurora

Eola Road Branch: 335 North Eola Road, Aurora, Illinois 60504

West Galena Branch: 2000 West Galena Boulevard, Aurora, Illinois 60506

Lake Street Branch: 101 North Lake Street, Aurora, Illinois 60506

 

Bartlett

Bartlett Branch: 1061 West Stearns Road, Bartlett, Illinois 60103

 

Bloomingdale

Stratford Square Branch: 355 West Army Trail Road, Bloomingdale, Illinois 60108

 

Bolingbrook

Bolingbrook East Branch: 672 East Boughton Road, Bolingbrook, Illinois 60440

Bolingbrook West Branch: 1104 West Boughton Road, Bolingbrook, Illinois 60440

 

Carol Stream

Gary Avenue Branch: 401 North Gary Avenue, Carol Stream, Illinois 60188

Fair Oaks Branch: 1380 West Army Trail Road, Carol Stream, Illinois 60188

President Street Branch: 895 East Geneva Road, Carol Stream, Illinois 60188

 

Darien

75th Street Branch: 1005 75th Street, Darien, Illinois 60561

Cass Avenue Branch: 8001 South Cass Avenue, Darien, Illinois 60561

 

Downers Grove

Downtown Downers Branch: 5330 Main Street, Downers Grove, Illinois 60515

Finley Road Branch: 2800 Finley Road, Downers Grove, Illinois 60515

 

Glendale Heights

Glendale Heights Branch: 1657 Bloomingdale Road, Glendale Heights, Illinois 60139

 

Lombard

North Main Branch: 707 North Main Street, Lombard, Illinois 60148

South Main Branch: 1122 South Main Street, Lombard, Illinois 60148

Westmore Branch: 711 South Meyers Road, Lombard, Illinois 60148 (Headquarters)

 

Montgomery

Montgomery Branch: 1830 Douglas Road, Montgomery, Illinois 60538

 

Naperville

Chicago Avenue Branch: 1296 East Chicago Avenue, Naperville, Illinois 60540

Naperville Branch: 2020 Feldott Lane, Naperville, Illinois 60540

River Run Branch: 1004 104th Street, Naperville, IL 60564

 

Oakbrook Terrace

Oakbrook Terrace Branch: 17W754 22nd Street, Oakbrook Terrace, Illinois 60181

 

Oswego

Oswego Branch: 2830 Route 34, Oswego, Illinois 60543

Oswego West Branch: 1071 Station Drive, Oswego, Illinois 60543

 

53



 

Romeoville

Romeoville Branch: 505 North Weber Road, Romeoville, Illinois 60446

 

South Elgin

South Elgin Branch: 1870 McDonald Road, South Elgin, Illinois 60177

 

St. Charles

Charlestowne Branch: 3000 East Main Street, St. Charles, Illinois 60174

St. Charles Branch: 315 South Randall Road, St. Charles, Illinois 60174

 

Villa Park

Villa Park Branch: 40 East St. Charles Road, Villa Park, Illinois 60181

 

Warrenville

Warrenville Branch: 3S041 Route 59, Warrenville, Illinois 60555

 

Westmont

Westmont Branch: 6400 South Cass Avenue, Westmont, Illinois 60559

 

Wheaton

Danada Branch: 295 West Loop Road, Wheaton, Illinois 60187

Wheaton Branch: 221 South West Street, Wheaton, Illinois 60187

 

Yorkville

Yorkville Branch: 10 Saravanos Drive, Yorkville, Illinois 60560

 

ATMs are available at all of the above banking branches.

 

Limited-Service Branches

Beacon Hill Retirement Community: Lombard, Illinois 60148

Clare Oaks: Bartlett, Illinois 60103

Financial Center: 717 South Meyers Road, Lombard, Illinois 60148

Lexington Health Care Center of Elmhurst: Elmhurst, Illinois 60126

Lexington Health Care Center of Lombard: Lombard, Illinois 60148

 

Other Services

West Suburban Bank Land Trust: 711 South Meyers Road, Lombard, Illinois 60148 - (630) 652-2225

West Suburban Bank Visa: 701 South Meyers Road, Lombard, Illinois 60148 - (630) 652-2000 extension 2903

West Suburban Financial Services: 711 South Meyers Road, Lombard, Illinois 60148 - (630) 652-2232

West Suburban Insurance Services, Inc.: 711 South Meyers Road, Lombard, Illinois 60148 - (630) 652-2550

 

54



 

[MAP OF MARKET AREA THAT INDICATES LOCATION OF FACILITIES]

 

GRAPHIC

 

Unlike Any Other Bank

 

55



 

SHAREHOLDER INFORMATION

 

Annual Report on Form 10-K

A copy of West Suburban Bancorp, Inc.’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission, is available on their web site at www.sec.gov or without charge to shareholders by writing to:

 

Duane G. Debs

President and Chief Financial Officer

West Suburban Bancorp, Inc.

2800 Finley Road

Downers Grove, Illinois 60515

(630) 652-2801

 

Annual Meeting of Shareholders

The annual meeting of shareholders of West Suburban Bancorp, Inc. will be held at West Suburban Bank, 711 South Meyers Road, Lombard, Illinois on Wednesday, May 12, 2010 at 8:00 a.m. All shareholders are cordially invited to attend.

 

Stock Transfer Agent and Registrar

Inquiries regarding stock transfers, registration, lost certificates and changes of name and address should be directed to the stock transfer agent and registrar by writing to:

 

George E. Ranstead

Secretary to the Board and Treasurer

West Suburban Bancorp, Inc.

2800 Finley Road

Downers Grove, Illinois 60515

(630) 652-2802

 

Community Reinvestment Act

West Suburban Bank adheres to a well-established policy of helping to meet the credit needs of our local communities, consistent with safe and sound lending practices, in accordance with the Community Reinvestment Act. For additional information, contact:

 

Cyndia S. Heap

Community Reinvestment Act Officer

West Suburban Bank

711 South Meyers Road

Lombard, Illinois 60148

(630) 652-2611

 

Independent Registered Public Accounting Firm

Crowe Horwath LLP

One Mid America Plaza, Suite 700

Post Office Box 3697

Oak Brook, Illinois 60522

 

Corporate Counsel

Barack Ferrazzano Kirschbaum & Nagelberg LLP

200 West Madison Street, Suite 3900

Chicago, Illinois 60606

 

MEMBER FDIC

GRAPHIC

 

GRAPHIC

 

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