Attached files
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EXCEL - IDEA: XBRL DOCUMENT - ANCHOR BANCORP WISCONSIN INC | Financial_Report.xls |
EX-31.1 - EX-31.1 - ANCHOR BANCORP WISCONSIN INC | c65449exv31w1.htm |
EX-31.2 - EX-31.2 - ANCHOR BANCORP WISCONSIN INC | c65449exv31w2.htm |
EX-32.1 - EX-32.1 - ANCHOR BANCORP WISCONSIN INC | c65449exv32w1.htm |
EX-32.2 - EX-32.2 - ANCHOR BANCORP WISCONSIN INC | c65449exv32w2.htm |
Table of Contents
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2011
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NUMBER 001-34955
ANCHOR BANCORP WISCONSIN INC.
(Exact name of
registrant as specified in its charter)
Wisconsin | 39-1726871 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
25 West Main Street Madison, Wisconsin |
53703 | |
(Address of principal executive office) | (Zip Code) |
(608) 252-8700
Registrants telephone number, including area code
Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definition of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
Class: Common stock $.10 Par Value
Number of shares outstanding as of July 31, 2011: 21,677,594
Number of shares outstanding as of July 31, 2011: 21,677,594
ANCHOR BANCORP WISCONSIN INC.
INDEX FORM 10-Q
INDEX FORM 10-Q
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EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32.1 | ||||||||
EX-32.2 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
1
Table of Contents
ANCHOR BANCORP WISCONSIN INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(unaudited)
June 30, | March 31, | |||||||
2011 | 2011 | |||||||
(In Thousands, Except Share Data) | ||||||||
Assets |
||||||||
Cash and due from banks |
$ | 44,730 | $ | 34,596 | ||||
Interest-bearing deposits |
84,016 | 72,419 | ||||||
Cash and cash equivalents |
128,746 | 107,015 | ||||||
Investment securities available for sale |
470,771 | 523,289 | ||||||
Investment securities held to maturity (fair value of $25 and $28,
respectively) |
25 | 27 | ||||||
Loans: |
||||||||
Held for sale |
16,333 | 7,538 | ||||||
Held for investment, less allowance for loan losses of $138,740 at
June 30, 2011 and $150,122 at March 31, 2011 |
2,390,987 | 2,520,367 | ||||||
Foreclosed properties and repossessed assets, net |
89,491 | 90,707 | ||||||
Real estate held for development and sale |
717 | 717 | ||||||
Office properties and equipment |
28,365 | 29,127 | ||||||
Federal Home Loan Bank stockat cost |
54,829 | 54,829 | ||||||
Accrued interest and other assets |
60,603 | 61,209 | ||||||
Total assets |
$ | 3,240,867 | $ | 3,394,825 | ||||
Liabilities and Stockholders Deficit |
||||||||
Deposits |
||||||||
Non-interest bearing |
$ | 260,939 | $ | 240,671 | ||||
Interest bearing deposits and accrued interest |
2,388,536 | 2,466,489 | ||||||
Total deposits and accrued interest |
2,649,475 | 2,707,160 | ||||||
Other borrowed funds |
543,679 | 654,779 | ||||||
Other liabilities |
52,703 | 46,057 | ||||||
Total liabilities |
3,245,857 | 3,407,996 | ||||||
Commitments and contingent liabilities (Note 10) |
||||||||
Preferred stock, $.10 par value, 5,000,000 shares authorized, 110,000
shares issued and outstanding; dividends in arrears of $14,043 at June
30, 2011 and $12,507 at March 31, 2011 |
90,871 | 89,008 | ||||||
Common stock, $.10 par value, 100,000,000 shares authorized, 25,363,339
shares issued, 21,677,594 shares outstanding |
2,536 | 2,536 | ||||||
Additional paid-in capital |
111,513 | 111,513 | ||||||
Retained deficit |
(109,980 | ) | (103,362 | ) | ||||
Accumulated other comprehensive loss related to AFS securities |
(3,297 | ) | (16,397 | ) | ||||
Accumulated other comprehensive loss related to OTTI non credit issues |
(3,719 | ) | (3,555 | ) | ||||
Total accumulated other comprehensive loss |
(7,016 | ) | (19,952 | ) | ||||
Treasury stock (3,685,745 shares), at cost |
(90,534 | ) | (90,534 | ) | ||||
Deferred compensation obligation |
(2,380 | ) | (2,380 | ) | ||||
Total stockholders deficit |
(4,990 | ) | (13,171 | ) | ||||
Total liabilities and stockholders deficit |
$ | 3,240,867 | $ | 3,394,825 | ||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
2
Table of Contents
ANCHOR BANCORP WISCONSIN INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(unaudited)
Three Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
(In Thousands, Except Per Share Data) | ||||||||
Interest income: |
||||||||
Loans |
$ | 32,109 | $ | 40,681 | ||||
Investment securities and Federal Home Loan Bank stock |
3,956 | 3,445 | ||||||
Interest-bearing deposits |
52 | 250 | ||||||
Total interest income |
36,117 | 44,376 | ||||||
Interest expense: |
||||||||
Deposits |
7,327 | 15,815 | ||||||
Other borrowed funds |
7,270 | 9,673 | ||||||
Total interest expense |
14,597 | 25,488 | ||||||
Net interest income |
21,520 | 18,888 | ||||||
Provision for credit losses |
3,482 | 8,934 | ||||||
Net interest income after provision for credit losses |
18,038 | 9,954 | ||||||
Non-interest income: |
||||||||
Total other than temporary losses |
| | ||||||
Portion of loss recognized in other comprehensive income |
| | ||||||
Reclassification from accumulated other comprehensive income |
(59 | ) | (86 | ) | ||||
Net impairment losses recognized in earnings |
(59 | ) | (86 | ) | ||||
Loan servicing income, net of amortization |
768 | 1,153 | ||||||
Credit enhancement income on mortgage loans sold |
46 | 253 | ||||||
Service charges on deposits |
2,794 | 3,753 | ||||||
Investment and insurance commissions |
1,037 | 956 | ||||||
Net gain on sale of loans |
1,173 | 1,347 | ||||||
Net gain on sale of investment securities |
1,136 | 112 | ||||||
Net gain on sale of branches |
| 4,930 | ||||||
Other revenue from real estate partnership operations |
38 | 386 | ||||||
Other |
994 | 863 | ||||||
Total non-interest income |
7,927 | 13,667 |
(Continued)
3
Table of Contents
ANCHOR BANCORP WISCONSIN INC. AND SUBSIDIARIES
Consolidated Statements of Operations (Cont .)
Consolidated Statements of Operations (Cont .)
Three Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
(In Thousands, Except Per Share Data) | ||||||||
Non-interest expense: |
||||||||
Compensation |
$ | 10,194 | $ | 11,825 | ||||
Occupancy |
1,980 | 2,367 | ||||||
Federal deposit insurance premiums |
1,933 | 4,075 | ||||||
Furniture and equipment |
1,544 | 1,762 | ||||||
Data processing |
1,383 | 1,572 | ||||||
Marketing |
305 | 307 | ||||||
Other expenses from real estate partnership operations |
42 | 502 | ||||||
Foreclosed properties and repossessed assetsnet expense |
7,625 | 5,656 | ||||||
Mortgage servicing rights impairment |
221 | 190 | ||||||
Legal services |
934 | 2,099 | ||||||
Other professional fees |
575 | 1,794 | ||||||
Other |
3,974 | 3,546 | ||||||
Total non-interest expense |
30,710 | 35,695 | ||||||
Loss before income taxes |
(4,745 | ) | (12,074 | ) | ||||
Income tax expense (benefit) |
10 | | ||||||
Net loss |
(4,755 | ) | (12,074 | ) | ||||
Preferred stock dividends in arrears |
(1,536 | ) | (1,585 | ) | ||||
Preferred stock discount accretion |
(1,863 | ) | (1,863 | ) | ||||
Net loss available to common equity |
$ | (8,154 | ) | $ | (15,522 | ) | ||
Comprehensive income (loss) |
$ | 8,181 | $ | (4,202 | ) | |||
Loss per common share: |
||||||||
Basic |
$ | (0.38 | ) | $ | (0.73 | ) | ||
Diluted |
(0.38 | ) | (0.73 | ) | ||||
Dividends declared per common share |
| |
See accompanying Notes to Unaudited Consolidated Financial Statements.
4
Table of Contents
Accu- | ||||||||||||||||||||||||||||||||
mulated | ||||||||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||||||||
Additional | Deferred | Compre- | ||||||||||||||||||||||||||||||
Preferred | Common | Paid-in | Retained | Treasury | Compensation | hensive | ||||||||||||||||||||||||||
Stock | Stock | Capital | (Deficit) | Stock | Obligation | (Loss) | Total | |||||||||||||||||||||||||
Balance at April 1, 2010 |
$ | 81,596 | $ | 2,536 | $ | 114,662 | $ | (54,677 | ) | $ | (90,975 | ) | $ | (5,529 | ) | $ | (5,399 | ) | $ | 42,214 | ||||||||||||
Comprehensive income (loss): |
||||||||||||||||||||||||||||||||
Net loss |
| | | (41,178 | ) | | | | (41,178 | ) | ||||||||||||||||||||||
Non-credit portion of other-than-
temporary impairments: |
||||||||||||||||||||||||||||||||
Available-for-sale securities, net of tax of $0 |
| | | | | | 8 | 8 | ||||||||||||||||||||||||
Reclassification adjustment for net gains realized in income, net of
tax of $0 |
| | | | | | (8,661 | ) | (8,661 | ) | ||||||||||||||||||||||
Reclassification adjustment for credit portion of
other-than-temporary impairment realized in income, net of tax of $0 |
| | | | | | 432 | 432 | ||||||||||||||||||||||||
Change in net unrealized gains (losses) on available-for-sale
securities net of tax of $0 |
| | | | | | (6,332 | ) | (6,332 | ) | ||||||||||||||||||||||
Comprehensive loss |
$ | (55,731 | ) | |||||||||||||||||||||||||||||
Issuance of treasury stock |
| | | (95 | ) | 441 | | | 346 | |||||||||||||||||||||||
Change in deferred compensation obligation |
| | (3,149 | ) | | | 3,149 | | | |||||||||||||||||||||||
Accretion of preferred stock discount |
7,412 | | | (7,412 | ) | | | | | |||||||||||||||||||||||
Balance at March 31, 2011 |
$ | 89,008 | $ | 2,536 | $ | 111,513 | $ | (103,362 | ) | $ | (90,534 | ) | $ | (2,380 | ) | $ | (19,952 | ) | $ | (13,171 | ) | |||||||||||
Comprehensive income (loss): |
||||||||||||||||||||||||||||||||
Net loss |
| | | (4,755 | ) | | | | (4,755 | ) | ||||||||||||||||||||||
Reclassification adjustment for net gains realized in income, net of
tax of $0 |
| | | | | | (1,136 | ) | (1,136 | ) | ||||||||||||||||||||||
Reclassification adjustment for credit portion
of other-than-temporary impairment
realized in income, net of tax of $0 |
| | | | | | 59 | 59 | ||||||||||||||||||||||||
Change in net unrealized gains (losses)
on available-for-sale securities
net of tax of $0 |
| | | | | | 14,013 | 14,013 | ||||||||||||||||||||||||
Comprehensive loss |
$ | 8,181 | ||||||||||||||||||||||||||||||
Accretion of preferred stock discount |
1,863 | | | (1,863 | ) | | | | | |||||||||||||||||||||||
Balance at June 30, 2011 |
$ | 90,871 | $ | 2,536 | $ | 111,513 | $ | (109,980 | ) | $ | (90,534 | ) | $ | (2,380 | ) | $ | (7,016 | ) | $ | (4,990 | ) | |||||||||||
See accompanying Notes to Consolidated Financial Statements
5
Table of Contents
ANCHOR BANCORP WISCONSIN INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
(In Thousands) | ||||||||
Operating Activities |
||||||||
Net loss |
$ | (4,755 | ) | $ | (12,074 | ) | ||
Adjustments to reconcile net loss to net
cash provided by operating activities: |
||||||||
Provision for credit losses |
3,482 | 8,934 | ||||||
Provision for OREO losses |
1,245 | 3,051 | ||||||
Depreciation and amortization |
909 | 1,192 | ||||||
Amortization and accretion of investment securities, net |
371 | 1,126 | ||||||
Mortgage servicing rights impairment |
221 | 190 | ||||||
Cash paid due to origination of loans held for sale |
(80,549 | ) | (140,297 | ) | ||||
Cash received due to sale of loans held for sale |
72,927 | 136,766 | ||||||
Net gain on sales of loans |
(1,173 | ) | (1,347 | ) | ||||
Net gain on sale of investment securities |
(1,136 | ) | (112 | ) | ||||
Gain on sale of foreclosed properties |
(4,890 | ) | (1,162 | ) | ||||
Gain on sale of branches |
| (4,930 | ) | |||||
Net impairment losses recognized in earnings |
59 | 86 | ||||||
Stock-based compensation expense |
| 22 | ||||||
Decrease in accrued interest receivable |
730 | 690 | ||||||
(Increase) decrease in prepaid expense and other assets |
(345 | ) | 11,116 | |||||
Increase in accrued interest payable on deposits |
2,962 | 1,176 | ||||||
Increase (decrease) in other liabilities |
3,193 | (947 | ) | |||||
Net cash (used in) provided by operating activities |
(6,749 | ) | 3,480 | |||||
Investing Activities |
||||||||
Proceeds from sales of securities |
55,757 | 4,315 | ||||||
Proceeds from maturities of securities |
| 42,000 | ||||||
Purchase of securities |
| (123,037 | ) | |||||
Principal collected on securities |
10,405 | 14,526 | ||||||
Net decrease in loans held for investment |
102,646 | 170,017 | ||||||
Purchases of office properties and equipment |
(156 | ) | (60 | ) | ||||
Sales of office properties and equipment |
9 | 9,947 | ||||||
Proceeds from sale of foreclosed properties |
28,113 | 14,365 | ||||||
Investment in real estate held for development and sale |
| 53 | ||||||
Net cash provided by investing activities |
196,774 | 132,126 | ||||||
(Continued)
6
Table of Contents
ANCHOR BANCORP WISCONSIN INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Contd)
(Unaudited)
Consolidated Statements of Cash Flows (Contd)
(Unaudited)
Three Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
(In Thousands) | ||||||||
Financing Activities |
||||||||
Decrease in deposit accounts |
$ | (61,183 | ) | $ | (328,780 | ) | ||
Increase in advance payments by borrowers
for taxes and insurance |
3,989 | 3,694 | ||||||
Proceeds from borrowed funds |
1,550,000 | | ||||||
Repayment of borrowed funds |
(1,661,100 | ) | (88,300 | ) | ||||
Net cash provided by (used in) financing activities |
(168,294 | ) | (413,386 | ) | ||||
Net increase (decrease) in cash and cash equivalents |
21,731 | (277,780 | ) | |||||
Cash and cash equivalents at beginning of period |
107,015 | 512,162 | ||||||
Cash and cash equivalents at end of period |
$ | 128,746 | $ | 234,382 | ||||
Supplementary cash flow information: |
||||||||
Cash paid or credited to accounts: |
||||||||
Interest on deposits and borrowings |
$ | 11,635 | $ | 24,392 | ||||
Income taxes |
| | ||||||
Non-cash transactions: |
||||||||
Transfer of loans to foreclosed properties |
23,252 | 10,231 |
See accompanying Notes to Unaudited Consolidated Financial Statements
7
Table of Contents
ANCHOR BANCORP WISCONSIN INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 Principles of Consolidation
The unaudited consolidated financial statements include the accounts and results of operations of
Anchor BanCorp Wisconsin Inc. (the Corporation) and its wholly-owned subsidiaries, AnchorBank fsb
(the Bank) and Investment Directions, Inc. (IDI). The Banks accounts and results of
operations include its wholly-owned subsidiaries ADPC Corporation and Anchor Investment
Corporation. Significant inter-company balances and transactions have been eliminated. The
Corporation also consolidates certain variable interest entities (joint ventures and other 50% or
less owned partnerships) to which the Corporation is the primary beneficiary.
Note 2 Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in
accordance with U.S. generally accepted accounting principles (GAAP) and with the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by GAAP for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) necessary for a fair
presentation of the unaudited consolidated financial statements have been included.
In preparing the unaudited consolidated financial statements in conformity with GAAP, management is
required to make estimates and assumptions that affect the amounts reported in the unaudited
consolidated financial statements and accompanying notes. Actual results could differ from those
estimates. Material estimates that are particularly susceptible to significant change in the near
term relate to the determination of the allowance for loan losses, the valuation of foreclosed real
estate, mortgage servicing rights and deferred tax assets, and the fair value of investment
securities. The results of operations and other data for the three-month period ended June 30,
2011 are not necessarily indicative of results that may be expected for the fiscal year ending
March 31, 2012. We have evaluated all subsequent events through the date of this filing. The
interim unaudited consolidated financial statements presented herein should be read in conjunction
with the audited consolidated financial statements and related notes thereto included in the
Corporations Annual Report on Form 10-K for the fiscal year ended March 31, 2011.
The Corporations investment in real estate held for investment and sale includes 50% owned real
estate partnerships which are considered variable interest entities which are consolidated by the
entity that will absorb a majority of the entitys expected losses, receives a majority of the
entitys expected residual returns, or both, as a result of ownership, contractual or other
financial interests in the entity.
Certain prior period accounts have been reclassified to conform to the current period presentations
with no impact on net income (loss) or total equity.
8
Table of Contents
Note 3 Significant Risks and Uncertainties
Regulatory Agreements
On June 26, 2009, the Corporation and the Bank each consented to the issuance of an Order to Cease
and Desist (the Corporation Order and the Bank Order, respectively, and together, the Orders)
by the Office of Thrift Supervision (the OTS).
The Corporation Order requires the Corporation to notify, and in certain cases to obtain the
permission of, the OTS prior to: (i) declaring, making or paying any dividends or other capital
distributions on its capital stock, including the repurchase or redemption of its capital stock;
(ii) incurring, issuing, renewing or rolling over any debt, increasing any current lines of credit
or guaranteeing the debt of any entity; (iii) making certain changes to its directors or senior
executive officers; (iv) entering into, renewing, extending or revising any contractual arrangement
related to compensation or benefits with any of its directors or senior executive officers; and (v)
making any golden parachute payments or prohibited indemnification payments. The Corporation
developed and submitted to the OTS a three-year cash flow plan, which must be reviewed at least
quarterly by the Corporations management and board for material deviations between the cash flow
plans projections and actual results (the Variance Analysis Report). Within thirty days
following the end of each quarter, the Corporation is required to provide the OTS its Variance
Analysis Report for that quarter. These reports have been submitted.
The Bank Order requires the Bank to notify, or in certain cases obtain the permission of, the OTS
prior to (i) increasing its total assets in any quarter in excess of an amount equal to net
interest credited on deposit liabilities during the quarter; (ii) accepting, rolling over or
renewing any brokered deposits; (iii) making certain changes to its directors or senior executive
officers; (iv) entering into, renewing, extending or revising any contractual arrangement related
to compensation or benefits with any of its directors or senior executive officers; (v) making any
golden parachute or prohibited indemnification payments; (vi) paying dividends or making other
capital distributions on its capital stock; (vii) entering into certain transactions with
affiliates; and (viii) entering into third-party contracts outside the normal course of business.
The Orders also required the Bank to meet and maintain a core capital ratio equal to or greater
than 8% and a total risk-based capital ratio equal to or greater than 12% by December 31, 2009. The
Bank must also submit, and has submitted, to the OTS, within prescribed time periods, a written
capital restoration plan, a problem asset plan, a revised business plan, and an implementation plan
resulting from a review of commercial lending practices. The Orders also require the Bank to
review its current liquidity management policy and the adequacy of its allowance for loan and lease
losses.
On August 31, 2010, the OTS approved the Capital Restoration Plan submitted by the Bank, although
the approval included a Prompt Corrective Action Directive (PCA). The only new requirement of
the PCA is that the Bank shall obtain prior written approval from the Regional Director before
entering into any contract or lease for the purchase or sale of real estate or of any interest
therein, except for contracts entered into in the ordinary course of business for the purchase or
sale of real estate owned due to foreclosure (REO) where the contract does not exceed $3.5
million and the sales price of the REO does not fall below 85% of the net carrying value of the
REO.
At March 31, 2011 and June 30, 2011 the Bank had a core capital ratio of 4.26% and 4.44%,
respectively, and a total risk-based capital ratio of 8.04% and 8.32%, respectively, each below the
required capital ratios set forth above. Without a waiver by the OTS or amendment or modification
of the Orders, the Bank could be subject to further regulatory action. All customer deposits
remain fully insured to the highest limits set by the FDIC.
The description of each of the Orders and the corresponding Stipulation and Consent to Issuance of
Order to Cease and Desist were previously filed as Exhibits to the Corporations Annual Report on
Form 10-K for the fiscal year ended March 31, 2009.
On July 21, 2011, the OTS, which was our primary regulator, ceased operations pursuant to the
provisions of the Dodd-Frank Act. As of July 21, 2011, regulation of the Bank was assumed by the
Office of the Comptroller of the Currency (OCC), and the Federal Reserve became the primary
regulator for the Corporation. The full impact of the change in regulators on our operations will
not be known for some time. The Federal Reserve and the OCC are now responsible for the
administration of the Cease and Desist Order.
9
Table of Contents
Going Concern
The Corporation and the Bank continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in achieving compliance with the
requirements of the Orders. The Corporation and the Bank continue to consult with the successors to
the OTS, Federal Reserve, the OCC and FDIC on a regular basis concerning the Corporations and
Banks proposals to obtain outside capital and to develop action plans that will be acceptable to
federal regulatory authorities, but there can be no assurance that these actions will be
successful, or that even if one or more of the Corporations and Banks proposals are accepted by
the Federal regulators, that these proposals will be successfully implemented. While the
Corporations management continues to exert maximum effort to attract new capital, significant
operating losses in fiscal 2009, 2010 and 2011, significant levels of criticized assets and low levels of capital raise substantial doubt as to the Corporations ability to
continue as a going concern. If the Corporation and Bank are unable to achieve compliance with the
requirements of the Orders, or implement an acceptable capital restoration plan, and if the
Corporation and Bank cannot otherwise comply with such commitments and regulations, the OCC or FDIC
could force a sale, liquidation or federal conservatorship or receivership of the Bank.
The Corporation and the Bank have submitted a capital restoration plan stating that the Corporation
intends to restore the capital position of the Bank. On August 31, 2010, the OTS accepted this
plan.
Further, the Corporation entered into an amendment dated May 25, 2011 and executed May 31, 2011
(Amendment No. 7) to the Amended and Restated Credit Agreement (Credit Agreement) with U.S.
Bank NA, as described in Note 13, in which existing financial covenants remained the same and the
interest rate was increased to 15.0%. Under the terms of the Credit Agreement, the Agent and the
lenders have certain rights, including the right to accelerate the maturity of the borrowings if
all covenants are not complied with. As of June 30, 2011, the Corporation was in compliance with
the financial and non-financial covenants contained in the Credit Agreement, as amended, although
there is no guarantee that the Corporation will remain in compliance with the covenants. As of the
date of this filing, the Corporation does not have sufficient cash on hand to reduce the
outstanding borrowings to zero. There can be no assurance that we will be able to raise sufficient
capital or have sufficient cash on hand to reduce the outstanding borrowings to zero by November
30, 2011, which may limit our ability to fund ongoing operations.
Credit Risks
While the Corporation has devoted, and will continue to devote, substantial management resources
toward the resolution of all delinquent, impaired and nonaccrual loans, no assurance can be made
that managements efforts will be successful. These conditions also raise substantial doubt as to
the Corporations ability to continue as a going concern. The continuing recession and the
decrease in valuations of real estate have had a significant adverse impact on the Corporations
consolidated financial condition and results of operations. As reported in the accompanying
unaudited interim consolidated financial statements, the Corporation has incurred a net loss of
$12.1 million and $4.8 million for the three months ended June 30, 2010 and June 30, 2011,
respectively. Stockholders equity increased from a deficit of $13.2 million or (0.39)% of total
assets at March 31, 2011 to a deficit of $5.0 million at June 30, 2011. At June 30, 2011, the
Banks risk-based capital is considered adequately capitalized for regulatory purposes. However,
the Banks risk-based capital and Tier 1 capital ratios are below the target levels of the Bank
Order dated June 26, 2009. The provision for credit losses was $3.5 million for the three months
ended June 30, 2011. The Corporations net interest income will continue to be impacted by the
level of non-performing assets and the Corporation expects additional losses into the next fiscal
year.
Note 4 Recent Accounting Pronouncements
ASU No. 2010-20, Receivables (Topic 830) Disclosures about the Credit Quality of Financing
Receivables and the Allowance for Credit Losses. ASU 2010-20 requires entities to provide
disclosures designed to facilitate financial statement users evaluation of (i) the nature of
credit risk inherent in the entitys portfolio of financing receivables, (ii) how that risk is
analyzed and assessed in arriving at the allowance for credit losses and (iii) the changes and
reasons for those changes in the allowance for credit losses. Disclosures must be disaggregated by
10
Table of Contents
portfolio segment, the level at which an entity develops and documents a systematic method for
determining its allowance for credit losses, and class of financing receivable, which is primarily
a disaggregation of portfolio segment. The required disclosures include, among other things, a
rollforward of the allowance for credit losses as well as information about modified, impaired,
non-accrual and past due loans and credit quality indicators. ASU 2010-20 was effective for the
Corporations financial statements as of December 31, 2010, as it relates to disclosures required
as of the end of a reporting period. Disclosures that relate to activity during a reporting period
will be required for the Corporations financial statements that include periods beginning on or
after January 1, 2011. In January 2011, the FASB issued ASU No. 2011-01 Receivables (Topic 310):
Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No.
2010-20 which defers the effective date of the loan modification disclosures pending
further guidance.
ASU No. 2011-02, Receivables (Topic 310) A Creditors Determination of Whether a Restructuring
Is a Troubled Debt Restructuring. ASU 2011-02 states that in evaluating whether a restructuring
constitutes a troubled debt restructuring, a creditor must separately conclude that both of the
following exist: (i ) the restructuring constitutes a concession and (ii) the debtor is
experiencing financial difficulties. In addition, the amendments to Topic 310 clarify
that a creditor is precluded from using the effective interest rate test in the debtors guidance
on restructuring of payables when evaluating whether a restructuring constitutes a troubled debt
restructuring. ASU 2011-02 is effective for interim and annual periods beginning on or after June
15, 2011. The Corporation does not anticipate a material effect upon the adoption of this
pronouncement.
ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements
in U.S. GAAP and IFRSs. In May 2011, the FASB issued ASU No. 2011-04. ASU No. 2011-04 results in
a consistent definition of fair value and common requirements for measurement of and disclosure
about fair value between U.S. GAAP and International Financial Reporting Standards (IFRS). The
changes to U.S. GAAP as a result of ASU No. 2011-04 are as follows: (1) The concepts of highest
and best use and valuation premise are only relevant when measuring the fair value of nonfinancial
assets (that is, it does not apply to financial assets or any liabilities); (2) U.S. GAAP currently
prohibits application of a blockage factor in valuing financial instruments with
quoted prices in active markets. ASU No. 2011-04 extends that prohibition to all fair value
measurements; (3) An exception is provided to the basic fair value measurement principles for an
entity that holds a group of financial assets and financial liabilities with offsetting positions
in market risks or counterparty credit risk that are managed on the basis of the entitys net
exposure to either of those risks. This exception allows the entity, if certain criteria are met,
to measure the fair value of the net asset or liability position in a manner consistent with how
market participants would price the net risk position; (4) Aligns the fair value measurement of
instruments classified within an entitys shareholders equity with the guidance for liabilities;
and (5) Disclosure requirements have been enhanced for recurring Level 3 fair value measurements to
disclose quantitative information about unobservable inputs and assumptions used, to
describe the valuation processes used by the entity, and to describe the sensitivity of fair
value measurements to changes in unobservable inputs and interrelationships between those inputs.
In addition, entities must report the level in the fair value hierarchy of items that are not
measured at fair value in the statement of condition but whose fair value must be disclosed. The
provisions of ASU No. 2011-04 are effective for the Corporations interim reporting period
beginning on or after December 15, 2011. The adoption of ASU No. 2011-04 is not expected to have a
material impact on the Corporations financial statements.
ASU No. 2011-05, "Presentation of Comprehensive Income. In June 2011, the FASB issued ASU No.
2011-05. The provisions of ASU No. 2011-05 allow an entity the option to present the total of
comprehensive income, the components of net income, and the components of other comprehensive
income either in a single continuous statement of comprehensive income or in two separate but
consecutive statements. In both choices, an entity is required to present each component of net
income along with total net income, each component of other comprehensive income along with a total
for other comprehensive income, and a total amount for comprehensive income. The statement(s) are
required to be presented with equal prominence as the other primary financial statements. ASU No.
2011-05 eliminates the option to present the components of other comprehensive income as part of
the statement of changes in shareholders equity but does not change the items that must be
reported in other comprehensive income or when an item of other comprehensive income must be
reclassified to net income. The provisions of ASU No. 2011-05 are effective for the Corporations
interim reporting period beginning on or after December 15, 2011, with retrospective application
required. The adoption of ASU No. 2011-05 is expected to result in presentation changes to the
Corporations statements of income and the addition of a statement of comprehensive income. The
adoption of ASU No. 2011-05 will have no material impact on the Corporations financial statements.
11
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Note 5 Investment Securities
The amortized cost and fair values of investment securities are as follows (in thousands):
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | ||||||||||||||
Cost | Gains | (Losses) | Fair Value | |||||||||||||
At June 30, 2011: |
||||||||||||||||
Available-for-sale: |
||||||||||||||||
U.S. government sponsored and federal agency obligations |
$ | 4,035 | $ | 160 | $ | | $ | 4,195 | ||||||||
Corporate stock and bonds |
1,151 | 147 | (1 | ) | 1,297 | |||||||||||
Agency CMOs and REMICs |
318 | 17 | | 335 | ||||||||||||
Non-agency CMOs |
38,820 | 285 | (3,835 | ) | 35,270 | |||||||||||
Residential agency mortgage-backed securities |
5,867 | 282 | (6 | ) | 6,143 | |||||||||||
GNMA securities |
427,596 | 1,841 | (5,906 | ) | 423,531 | |||||||||||
$ | 477,787 | $ | 2,732 | $ | (9,748 | ) | $ | 470,771 | ||||||||
Held-to-maturity: |
||||||||||||||||
Residential agency mortgage-backed securities |
$ | 25 | $ | | $ | | $ | 25 | ||||||||
At March 31, 2011: |
||||||||||||||||
Available-for-sale: |
||||||||||||||||
U.S. government sponsored and federal agency obligations |
$ | 4,037 | $ | 89 | $ | | $ | 4,126 | ||||||||
Corporate stock and bonds |
1,151 | 87 | (19 | ) | 1,219 | |||||||||||
Agency CMOs and REMICs |
342 | 16 | | 358 | ||||||||||||
Non-agency CMOs |
49,921 | 371 | (3,655 | ) | 46,637 | |||||||||||
Residential agency mortgage-backed securities |
6,131 | 282 | (24 | ) | 6,389 | |||||||||||
GNMA securities |
481,659 | 1,158 | (18,257 | ) | 464,560 | |||||||||||
$ | 543,241 | $ | 2,003 | $ | (21,955 | ) | $ | 523,289 | ||||||||
Held-to-maturity: |
||||||||||||||||
Residential agency mortgage-backed securities |
$ | 27 | $ | 1 | $ | | $ | 28 | ||||||||
The table below shows the Corporations gross unrealized losses and fair value of investments,
aggregated by investment category and length of time that individual investments have been in a
continuous unrealized loss position at June 30, 2011 and March 31, 2011.
At June 30, 2011 | ||||||||||||||||||||||||
Unrealized loss position | Unrealized loss position | |||||||||||||||||||||||
Less than 12 months | 12 months or more | Total | ||||||||||||||||||||||
Unrealized | Unrealized | Unrealized | ||||||||||||||||||||||
Description of Securities | Fair Value | Loss | Fair Value | Loss | Fair Value | Loss | ||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||
Corporate stock and other |
$ | 86 | $ | (1 | ) | $ | | $ | | $ | 86 | $ | (1 | ) | ||||||||||
Non-agency CMOs |
3,545 | (78 | ) | 19,739 | (3,757 | ) | 23,284 | (3,835 | ) | |||||||||||||||
Residential mortgage-backed securities |
939 | (6 | ) | | | 939 | (6 | ) | ||||||||||||||||
GNMA securities |
248,469 | (5,906 | ) | | | 248,469 | (5,906 | ) | ||||||||||||||||
$ | 253,039 | $ | (5,991 | ) | $ | 19,739 | $ | (3,757 | ) | $ | 272,778 | $ | (9,748 | ) | ||||||||||
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At March 31, 2011 | ||||||||||||||||||||||||
Unrealized loss position | Unrealized loss position | |||||||||||||||||||||||
Less than 12 months | 12 months or more | Total | ||||||||||||||||||||||
Unrealized | Unrealized | Unrealized | ||||||||||||||||||||||
Description of Securities | Fair Value | Loss | Fair Value | Loss | Fair Value | Loss | ||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||
Corporate stock and other |
$ | | $ | | $ | 68 | $ | (19 | ) | $ | 68 | $ | (19 | ) | ||||||||||
Non-agency CMOs |
4,020 | (22 | ) | 22,382 | (3,633 | ) | 26,402 | (3,655 | ) | |||||||||||||||
Residential
mortgage-backed
securities |
948 | (24 | ) | | | 948 | (24 | ) | ||||||||||||||||
GNMA securities |
390,689 | (18,257 | ) | | | 390,689 | (18,257 | ) | ||||||||||||||||
$ | 395,657 | $ | (18,303 | ) | $ | 22,450 | $ | (3,652 | ) | $ | 418,107 | $ | (21,955 | ) | ||||||||||
The tables above represent 34 investment securities at June 30, 2011 compared to 46 at March 31,
2011 that, due to the current interest rate environment and other factors, have declined in value
but do not presently represent other than temporary losses. Management evaluates securities for
other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or
market concerns warrant such evaluation. In estimating other-than-temporary impairment losses on
investment securities, management considers many factors which include: (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, and (3) the intent and ability of the Corporation to retain its
investment in the issuer for a period of time sufficient to allow for any anticipated recovery in
fair value.
To determine if an other-than-temporary impairment exists on a debt security, the Corporation first
determines if (a) it intends to sell the security or (b) it is more likely than not that it will be
required to sell the security before its anticipated recovery. If either of the conditions are
met, the Corporation will recognize an other-than-temporary impairment in earnings equal to the
difference between the securitys fair value and its adjusted cost basis. If neither condition is
met, the Corporation determines (a) the amount of the impairment related to credit loss and (b) the
amount of the impairment due to all other factors. The difference between the present values of
the cash flows expected to be collected and the amortized cost basis is the credit loss. The
credit loss is the portion of the other-than-temporary impairment that is recognized in earnings
and is a reduction to the cost basis of the security. The portion of total impairment related to
all other factors is included in other comprehensive income (loss).
All of the Corporations other-than-temporary impaired debt securities are non-agency CMOs. On a
cumulative basis, for securities owned as of June 30, 2011, other-than-temporary impairments
recognized in earnings by year of vintage were $1.6 million for 2007, $317,000 for 2006, $349,000
for 2005 and $25,000 prior to 2005.
The Corporation utilizes an independent pricing service to run a discounted cash flow model in the
calculation of other-than-temporary impairments on non-agency CMOs. This model is also used to
determine the portion of the other-than-temporary impairment that is due to credit losses, and the
portion that is due to all other factors. On securities with other-than-temporary impairment, the
difference between the present value of the cash flows expected to be collected and the amortized
cost basis of the debt security is the credit loss.
To estimate fair value of non-agency CMOs, the cash flow model discounted estimated expected cash
flows after credit losses at rates ranging from 4.0% to 12.0%. The rates utilized are based on the
risk free rate equivalent to the remaining average life of the security, plus a spread for normal
liquidity and a spread to reflect the uncertainty of the cash flow estimates. The pricing service
benchmarks its fair value results to a pricing service and monitors the market for actual trades.
The cash flow model includes these inputs in its derivation of the discount rates used to estimate
fair value. There are no payments in kind allowed on these non-agency CMOs.
The significant inputs used for calculating the credit loss portion of securities with
other-than-temporary impairment (OTTI) include prepayment assumptions, loss severities, original
FICO scores, historical rates of delinquency, percentage of loans with limited underwriting,
historical rates of default, original loan-to-value ratio, aggregate property location by
metropolitan statistical area, original credit support, current credit support, and
weighted-average maturity. The discount rates used to establish the net present value of expected
cash flows for purposes of determining OTTI ranged from 5.0% to 7.5%. The rates used equate to the
effective yield implicit in the security at
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the date of acquisition for the bonds for which the
Corporation has not in the past incurred OTTI. For the bonds for which the Corporation has
previously recorded OTTI, the discount rate used equates to the accounting yield on the security as
of the valuation date. Default rates were calculated separately for each category of underlying
borrower based on delinquency status (i.e. current, 30 to 59 days delinquent, 60 to 89 days
delinquent, 90+ days delinquent, and foreclosure balances) of the loans as of June 1, 2011. These
balances were entered into a loss migration model to calculate projected default rates, which are
benchmarked against results that have recently been experienced by other major servicers on
non-agency CMOs with similar attributes. The month 1 to month 24 constant default rate in the
model ranged from 3.3% to 10.9%.
At June 30, 2011, the Corporation had 14 non-agency CMOs with a fair value of $35.1 million and an
adjusted cost basis of $38.7 million that were other-than-temporarily impaired. At March 31, 2011,
the Corporation had 21 non-agency CMOs with a fair value of $28.2 million and an adjusted cost
basis of $31.8 million that were other-than-temporarily impaired. Seven non-agency CMOs with OTTI
due to intent to sell and a fair value of $2.7 million as of March 31, 2011 were sold in the
quarter ended June 30, 2011. The loss on these securities was recognized in earnings as of March
31, 2011. The increase in other-than-temporary impairment due to credit of $59,000 was included in
earnings for the three months ended June 30, 2011.
The Corporation has $4.1 million in net unrealized losses on long-term Ginnie Mae (GNMA)
securities as of June 30, 2011 due to increases in interest rates and factors other than credit.
The Corporation has reviewed this portfolio for other-than-temporary impairment. Management has
concluded that no OTTI exists and that the unrealized losses are properly classified in accumulated
other comprehensive income (loss).
The following table is a rollforward of the amount of other-than-temporary impairment related to
credit losses that have been recognized in earnings for which a portion of an other-than-temporary
impairment was recognized in other comprehensive income (loss) for the three months ended June 30,
2011 and 2010 (in thousands):
Three Months Ended | Three Months Ended | |||||||
June 30, 2011 | June 30, 2010 | |||||||
Beginning balance of the amount of OTTI related to credit losses |
$ | 2,197 | $ | 1,889 | ||||
Increases to the amount related to the credit loss
for which OTTI was previously recognized |
59 | 86 | ||||||
Ending balance of the amount of OTTI related to credit losses |
$ | 2,256 | $ | 1,975 | ||||
The cost of investment securities sold is determined using the specific identification method.
Sales of investment securities available for sale are summarized below:
Three Months Ended | ||||||||
June 30, | ||||||||
2011 | 2010 | |||||||
(in thousands) | ||||||||
Proceeds from sales: |
$ | 55,757 | $ | 4,315 | ||||
Gross gains on sales |
1,141 | 112 | ||||||
Gross losses on sales |
(5 | ) | | |||||
Net gain (loss) on sales |
$ | 1,136 | $ | 112 | ||||
At June 30, 2011 and March 31, 2011, investment securities available-for-sale with a fair value of
approximately $411.0 million and $420.8 million, respectively, were pledged to secure deposits,
borrowings and for other purposes as permitted or required by law.
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The fair value of investment securities by contractual maturity at June 30, 2011 are shown below.
Actual maturities may differ from contractual maturities because issuers have the right to call or
prepay obligations with or without call or prepayment penalties.
After 1 | After 5 | |||||||||||||||||||
Year | Years | |||||||||||||||||||
Within 1 | through 5 | through 10 | Over Ten | |||||||||||||||||
Year | Years | Years | Years | Total | ||||||||||||||||
(Dollars In Thousands) | ||||||||||||||||||||
Available-for-sale, at fair value: |
||||||||||||||||||||
U.S. government sponsored and federal
agency obligations |
$ | | $ | 4,195 | $ | | $ | | $ | 4,195 | ||||||||||
Corporate stock and other |
| | | 1,297 | 1,297 | |||||||||||||||
Agency CMOs and REMICs |
| | | 335 | 335 | |||||||||||||||
Non-agency CMOs |
| 23 | 2,080 | 33,167 | 35,270 | |||||||||||||||
Residential mortgage-backed securities |
| 404 | 1,469 | 4,270 | 6,143 | |||||||||||||||
GNMA securities |
| | 593 | 422,938 | 423,531 | |||||||||||||||
Total |
$ | | $ | 4,622 | $ | 4,142 | $ | 462,007 | $ | 470,771 | ||||||||||
Held-to-maturity, at fair value: |
||||||||||||||||||||
Residential mortgage-backed securities |
$ | | $ | 2 | $ | 23 | $ | | $ | 25 | ||||||||||
Total |
$ | | $ | 2 | $ | 23 | $ | | $ | 25 | ||||||||||
$ | | $ | 4,624 | $ | 4,165 | $ | 462,007 | $ | 470,796 | |||||||||||
Held-to-maturity, at cost: |
||||||||||||||||||||
Residential mortgage-backed securities |
$ | | $ | 2 | $ | 23 | $ | | $ | 25 | ||||||||||
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Note 6 Loans Receivable
Loans receivable held for investment consist of the following (in thousands):
June 30, | March 31, | |||||||
2011 | 2011 | |||||||
Residential |
$ | 631,772 | $ | 648,514 | ||||
Commercial and Industrial |
74,325 | 99,689 | ||||||
Land and Construction |
232,506 | 251,043 | ||||||
Multi-Family |
393,568 | 423,587 | ||||||
Other Commercial Real Estate |
273,042 | 276,688 | ||||||
Retail/office |
395,290 | 419,439 | ||||||
Other Consumer |
275,495 | 287,151 | ||||||
Education |
268,616 | 276,735 | ||||||
2,544,614 | 2,682,846 | |||||||
Contras to loans: |
||||||||
Allowance for loan losses |
(138,740 | ) | (150,122 | ) | ||||
Undisbursed loan proceeds* |
(11,339 | ) | (8,761 | ) | ||||
Unearned loan fees |
(3,419 | ) | (3,476 | ) | ||||
Unearned interest |
(125 | ) | (115 | ) | ||||
Net discount on loans purchased |
(4 | ) | (5 | ) | ||||
(153,627 | ) | (162,479 | ) | |||||
$ | 2,390,987 | $ | 2,520,367 | |||||
* | Undisbursed loan proceeds are funds to be disbursed upon a draw request approved by the Bank. |
Residential Loans
At June 30, 2011, $631.8 million, or 24.8%, of the Banks total loans unpaid principal balance
receivable consisted of residential loans, substantially all of which were 1 to 4 family dwellings.
Residential loans consist of both adjustable and fixed-rate loans. The adjustable-rate loans
currently in the Banks portfolio have up to 30-year maturities and terms which permit the Bank to
annually increase or decrease the rate on the loans, based on a designated index. These loans are
documented according to standard industry practices. This is generally subject to a limit of 2%
per adjustment and an aggregate 6% adjustment over the life of the loan. The Bank makes a limited
number of interest-only loans which tend to have a shorter term to maturity and does not originate
negative amortization and option payment ARMS.
Adjustable-rate loans decrease the risks associated with changes in interest rates but involve
other risks, primarily because as interest rates rise, the payment by the borrower rises to the
extent permitted by the terms of the loan, thereby increasing the potential for default. At the
same time, the marketability of the underlying property may be adversely affected by higher
interest rates. The Bank believes that these risks, which have not had a material adverse effect
on the Bank to date, generally are less than the risks associated with holding fixed-rate loans in
an increasing interest rate environment. At June 30, 2011, approximately $429.0 million, or 67.9%,
of the Banks permanent residential loans unpaid principal balance receivable consisted of loans
with adjustable interest rates. Also, as interest rates decline, borrowers may refinance their
mortgages into fixed-rate loans thereby prepaying the balance of the loan prior to maturity.
The Bank continues to originate long-term, fixed-rate conventional mortgage loans. The Bank
generally sells current production of these loans with terms of 15 years or more to Fannie Mae,
Freddie Mac and other institutional investors, while keeping some of the 10-year term loans in its
portfolio. In order to provide a full range of products
16
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to its customers, the Bank also
participates in the loan origination programs of Wisconsin Housing and Economic Development
Authority (WHEDA), Wisconsin Department of Veterans Affairs (WDVA) and the USDA Rural Guarantee
Program. The Bank retains the right to service substantially all loans that it sells.
At June 30, 2011, approximately $202.8 million, or 32.1%, of the Banks permanent residential loans
unpaid principal balance receivable consisted of loans that provide for fixed rates of interest.
Although these loans generally provide for repayments of principal over a fixed period of ten to 30
years, it is the Banks experience that, because of prepayments and due-on-sale clauses, such loans
generally remain outstanding for a substantially shorter period of time.
Commercial and Industrial Loans
The Bank originates loans for commercial, corporate and business purposes, including issuing
letters of credit. At June 30, 2011, the unpaid principal balance of commercial and industrial
loans amounted to $74.3 million, or 2.9%, of the Banks total loans unpaid principal balance
receivable. The Banks commercial business loan portfolio is comprised of loans for a variety of
purposes and generally is secured by equipment, machinery and other business assets. Commercial
business loans generally have terms of five years or less and interest rates that float in
accordance with a designated published index. Substantially all of such loans are secured and
backed by the personal guarantees of the owners of the business.
Commercial Real Estate Loans
The Bank originates commercial real estate loans that it typically holds in its loan portfolio.
Such loans generally have adjustable rates and shorter terms than single-family residential loans,
thus increasing the sensitivity of the loan portfolio to changes in interest rates, as well as
providing higher fees and rates than residential loans. At June 30, 2011, the Bank had $1.29
billion of loans unpaid principal balance secured by commercial real estate, which represented
50.9% of the Banks total loans unpaid principal balance receivable. The Bank generally limits the
origination of such loans to its primary market area.
The Banks commercial real estate loans are primarily secured by apartment buildings, office and
industrial buildings, warehouses, small retail shopping centers and various special purpose
properties, including hotels, restaurants and nursing homes.
Although terms vary, commercial real estate loans generally have amortizations of 15 to 25 years,
as well as balloon payments of two to five years, and terms which provide that the interest rates
thereon may be adjusted annually at the Banks discretion, based on a designated index.
Consumer Loans
The Bank offers consumer loans in order to provide a full range of financial services to its
customers. At June 30, 2011, $544.1 million, or 21.4%, of the Banks consolidated total loans
unpaid principal balance receivable consisted of consumer loans. Consumer loans typically have
higher interest rates than mortgage loans but generally involve more risk than mortgage loans
because of the type and nature of the collateral and, in certain cases, the absence of collateral.
The largest component of the Banks other consumer loan portfolio is second mortgage and home
equity loans. The primary home equity loan product has an adjustable interest rate that is linked
to the prime interest rate and is secured by a mortgage, either a primary or a junior lien, on the
borrowers residence. New home equity lines do not exceed 85% of appraised value at the loan
origination date. A fixed-rate home equity second mortgage term product is also offered.
Approximately $268.6 million, or 10.6%, of the Banks total loans unpaid principal balance
receivable at June 30, 2011 consisted of education loans. These are generally made for a maximum
of $3,500 per year for undergraduate studies and $8,500 per year for graduate studies and are
placed in repayment on an installment basis within six months of graduation. Education loans
generally have interest rates that adjust annually in accordance with a
17
Table of Contents
designated index. Both the
principal amount of an education loan and interest thereon generally are guaranteed by the Great
Lakes Higher Education Corporation up to 97% of the balance of the loan, which generally obtains
reinsurance of its obligations from the U.S. Department of Education. Education loans may be sold
to the U.S. Department of Education or to other investors. The Bank received no proceeds from sale
of education loans during the first quarter of fiscal 2012.
The remainder of the Banks consumer loan portfolio consists of vehicle loans and other secured and
unsecured loans that have been made for a variety of consumer purposes. These include credit
extended through credit cards issued by a third party, ELAN Financial Services, pursuant to an
agency arrangement under which the Bank participates in outstanding balances, currently at 25% to
28%, with a third party, ELAN Financial Services. The Bank also shares 33% to 37% of annual fees
paid to ELAN and 30% of late payment, over limit and cash advance fees paid to ELAN as well as 25%
to 30% of interchange income paid to ELAN.
A summary of the activity in the allowance for loan losses follows:
Three Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
(Dollars In Thousands) | ||||||||
Allowance at beginning of period |
$ | 150,122 | $ | 179,644 | ||||
Provision |
3,620 | 8,934 | ||||||
Charge-offs |
(17,710 | ) | (22,193 | ) | ||||
Recoveries |
2,708 | 264 | ||||||
Allowance at end of period |
$ | 138,740 | $ | 166,649 | ||||
The following table presents the balance in the allowance for loan losses and the recorded
investment in loans by portfolio segment and based on impairment method as of June 30, 2011 (in
thousands):
Commercial | Commercial | |||||||||||||||||||
Residential | and Industrial | Real Estate | Consumer | Total | ||||||||||||||||
Allowance for Loan Losses: |
||||||||||||||||||||
Beginning balance |
$ | 20,487 | $ | 19,541 | $ | 106,445 | $ | 3,649 | $ | 150,122 | ||||||||||
Provisions |
390 | (197 | ) | 2,733 | 694 | 3,620 | ||||||||||||||
Charge-offs |
(1,756 | ) | (2,522 | ) | (12,574 | ) | (858 | ) | (17,710 | ) | ||||||||||
Recoveries |
506 | 643 | 1,415 | 144 | 2,708 | |||||||||||||||
Ending balance |
$ | 19,627 | $ | 17,465 | $ | 98,019 | $ | 3,629 | $ | 138,740 | ||||||||||
Allowance for Loan Losses: |
||||||||||||||||||||
Ending allowance balance attributable to loans: |
||||||||||||||||||||
Individually evaluated for impairment |
$ | 8,714 | $ | 10,061 | $ | 28,331 | $ | 450 | $ | 47,556 | ||||||||||
Collectively evaluated for impairment |
10,913 | 7,404 | 69,688 | 3,179 | 91,184 | |||||||||||||||
Total ending allowance balance |
$ | 19,627 | $ | 17,465 | $ | 98,019 | $ | 3,629 | $ | 138,740 | ||||||||||
Loans: |
||||||||||||||||||||
Loans individually evaluated |
$ | 60,713 | $ | 18,513 | $ | 250,889 | $ | 32,178 | $ | 362,293 | ||||||||||
Loans collectively evaluated |
571,059 | 55,812 | 1,043,517 | 511,933 | 2,182,321 | |||||||||||||||
Total ending gross loans balance |
$ | 631,772 | $ | 74,325 | $ | 1,294,406 | $ | 544,111 | $ | 2,544,614 | ||||||||||
18
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The provision for credit losses reflected on the consolidated statements of operations
includes the provision for loan losses and the provision for unfunded commitment losses as follows:
Three Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
(Dollars In Thousands) | ||||||||
Provision for loan losses |
$ | 3,620 | $ | 8,934 | ||||
Provision for unfunded commitment losses |
(138 | ) | | |||||
Provision for credit losses |
$ | 3,482 | $ | 8,934 | ||||
At June 30, 2011, the Corporation has identified $362.3 million of loans as impaired which
includes performing troubled debt restructurings. At March 31, 2011, impaired loans were $395.7
million. A loan is identified as impaired when, based on current information and events, it is
probable that the Bank will be unable to collect all amounts due according to the contractual terms
of the loan agreement and thus are placed on non-accrual status. Interest income on impaired loans
is recognized on a cash basis. The average carrying amount is calculated on an annual basis based
on quarter end balances. The carrying amount represents the unpaid principal balance less the
associated allowance.
The following table presents loans individually evaluated for impairment by class of loans as of
June 30, 2011 (in thousands):
Average | Interest | |||||||||||||||||||
Carrying | Unpaid Principal | Associated | Carrying | Income | ||||||||||||||||
Amount | Balance | Allowance | Amount | Recognized | ||||||||||||||||
With no specific allowance recorded: |
||||||||||||||||||||
Residential |
$ | 31,027 | $ | 31,027 | $ | N/A | $ | 37,855 | $ | 45 | ||||||||||
Commercial and Industrial |
9,154 | 9,154 | N/A | 11,576 | (9 | ) | ||||||||||||||
Land and Construction |
39,979 | 39,979 | N/A | 46,029 | (52 | ) | ||||||||||||||
Multi-Family |
37,568 | 37,568 | N/A | 43,570 | 127 | |||||||||||||||
Retail/Office |
35,161 | 35,161 | N/A | 40,813 | (21 | ) | ||||||||||||||
Other Commercial Real Estate |
45,179 | 45,179 | N/A | 48,713 | 634 | |||||||||||||||
Education |
| | N/A | | | |||||||||||||||
Other Consumer |
660 | 660 | N/A | 1,065 | 28 | |||||||||||||||
Subtotal |
198,728 | 198,728 | | 229,621 | 752 | |||||||||||||||
With an allowance recorded: |
||||||||||||||||||||
Residential |
20,972 | 29,686 | 8,714 | 30,208 | 80 | |||||||||||||||
Commercial and Industrial |
(702 | ) | 9,359 | 10,061 | 11,585 | (94 | ) | |||||||||||||
Land and Construction |
21,370 | 25,200 | 3,830 | 29,012 | (4 | ) | ||||||||||||||
Multi-Family |
6,194 | 14,067 | 7,873 | 15,631 | 124 | |||||||||||||||
Retail/Office |
22,784 | 31,675 | 8,891 | 33,351 | 175 | |||||||||||||||
Other Commercial Real Estate |
14,323 | 22,060 | 7,737 | 22,862 | 133 | |||||||||||||||
Education |
25,518 | 25,549 | 31 | 26,276 | | |||||||||||||||
Other Consumer |
5,550 | 5,969 | 419 | 5,915 | 97 | |||||||||||||||
Subtotal |
116,009 | 163,565 | 47,556 | 174,840 | 511 | |||||||||||||||
Total |
||||||||||||||||||||
Residential |
51,999 | 60,713 | 8,714 | 68,063 | 125 | |||||||||||||||
Commercial and Industrial |
8,452 | 18,513 | 10,061 | 23,161 | (103 | ) | ||||||||||||||
Land and Construction |
61,349 | 65,179 | 3,830 | 75,041 | (56 | ) | ||||||||||||||
Multi-Family |
43,762 | 51,635 | 7,873 | 59,201 | 251 | |||||||||||||||
Retail/Office |
57,945 | 66,836 | 8,891 | 74,164 | 154 | |||||||||||||||
Other Commercial Real Estate |
59,502 | 67,239 | 7,737 | 71,575 | 767 | |||||||||||||||
Education |
25,518 | 25,549 | 31 | 26,276 | | |||||||||||||||
Other Consumer |
6,210 | 6,629 | 419 | 6,980 | 125 | |||||||||||||||
$ | 314,737 | $ | 362,293 | $ | 47,556 | $ | 404,461 | $ | 1,263 | |||||||||||
19
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The carrying amount above represents the unpaid principal balance less the associated
allowance. The average carrying amount is a trailing twelve month average calculated based on the
ending quarterly balances. The interest income recognized is the fiscal year to date interest
income recognized on a cash basis.
The following table presents loans individually evaluated for impairment by class of loans as of
March 31, 2011 (in thousands):
Average | Interest | |||||||||||||||||||
Carrying | Unpaid Principal | Associated | Carrying | Income | ||||||||||||||||
Amount | Balance | Allowance | Amount | Recognized | ||||||||||||||||
With no specific allowance recorded: |
||||||||||||||||||||
Residential |
$ | 32,673 | $ | 32,673 | $ | N/A | $ | 41,103 | $ | 543 | ||||||||||
Commercial and Industrial |
5,351 | 5,351 | N/A | 9,360 | 223 | |||||||||||||||
Land and Construction |
42,290 | 42,290 | N/A | 48,887 | 484 | |||||||||||||||
Multi-Family |
27,331 | 27,331 | N/A | 35,474 | 275 | |||||||||||||||
Retail/Office |
25,791 | 25,791 | N/A | 31,675 | 457 | |||||||||||||||
Other Commercial Real Estate |
29,940 | 29,940 | N/A | 34,223 | 879 | |||||||||||||||
Education |
| | N/A | | | |||||||||||||||
Other Consumer |
229 | 229 | N/A | 722 | 63 | |||||||||||||||
Subtotal |
163,605 | 163,605 | | 201,444 | 2,924 | |||||||||||||||
With an allowance recorded: |
||||||||||||||||||||
Residential |
30,301 | 35,385 | 5,084 | 35,308 | 850 | |||||||||||||||
Commercial and Industrial |
6,315 | 15,838 | 9,523 | 17,056 | 601 | |||||||||||||||
Land and Construction |
24,195 | 34,155 | 9,960 | 35,102 | 737 | |||||||||||||||
Multi-Family |
19,230 | 23,895 | 4,665 | 25,092 | 938 | |||||||||||||||
Retail/Office |
38,643 | 55,333 | 16,690 | 56,450 | 2,249 | |||||||||||||||
Other Commercial Real Estate |
28,226 | 35,983 | 7,757 | 36,548 | 1,344 | |||||||||||||||
Education |
24,332 | 24,360 | 28 | 27,878 | | |||||||||||||||
Other Consumer |
6,651 | 7,137 | 486 | 7,264 | 175 | |||||||||||||||
Subtotal |
177,893 | 232,086 | 54,193 | 240,698 | 6,894 | |||||||||||||||
Total |
||||||||||||||||||||
Residential |
62,974 | 68,058 | 5,084 | 76,411 | 1,393 | |||||||||||||||
Commercial and Industrial |
11,666 | 21,189 | 9,523 | 26,416 | 824 | |||||||||||||||
Land and Construction |
66,485 | 76,445 | 9,960 | 83,989 | 1,221 | |||||||||||||||
Multi-Family |
46,561 | 51,226 | 4,665 | 60,566 | 1,213 | |||||||||||||||
Retail/Office |
64,434 | 81,124 | 16,690 | 88,125 | 2,706 | |||||||||||||||
Other Commercial Real Estate |
58,166 | 65,923 | 7,757 | 70,771 | 2,223 | |||||||||||||||
Education |
24,332 | 24,360 | 28 | 27,878 | | |||||||||||||||
Other Consumer |
6,880 | 7,366 | 486 | 7,986 | 238 | |||||||||||||||
$ | 341,498 | $ | 395,691 | $ | 54,193 | $ | 442,142 | $ | 9,818 | |||||||||||
20
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The following is additional information regarding impaired loans.
At June 30, | At March 31, | |||||||
2011 | 2011 | |||||||
(In Thousands) | ||||||||
Impaired loans with specific
reserve required |
$ | 163,565 | $ | 232,086 | ||||
Impaired loans without a
specific reserve |
198,728 | 163,605 | ||||||
Total impaired loans |
362,293 | 395,691 | ||||||
Less: |
||||||||
Specific valuation allowance |
(47,556 | ) | (54,193 | ) | ||||
$ | 314,737 | $ | 341,498 | |||||
Average impaired loans |
$ | 404,461 | $ | 442,142 | ||||
Interest income recognized
on impaired loans on a cash basis |
$ | 1,263 | $ | 9,818 | ||||
Loans and troubled debt restructurings
on non-accrual status |
$ | 285,710 | $ | 306,274 | ||||
Troubled debt restructurings accrual |
$ | 76,583 | $ | 89,417 | ||||
Troubled debt restructurings non-accrual (1) |
$ | 24,402 | $ | 17,262 | ||||
Loans past due ninety days or more and
still accruing |
$ | | $ | |
(1) | Troubled debt restructurings-non-accrual are included in the total loans and troubled debt restructurings on non- accrual status above |
All troubled debt restructurings are classified as impaired loans, subject to performance
conditions noted below. Troubled debt restructurings may be on either accrual or nonaccrual status
based upon the performance of the borrower and managements assessment of collectability. Loans
deemed nonaccrual may return to accrual status after six consecutive months of performance in
accordance with the terms of the restructuring. Additionally, they may be considered not impaired
after twelve consecutive months of performance in accordance with the terms of the restructuring
agreement, if the interest rate was a market rate at the date of restructuring.
The Corporation is currently committed to lend approximately $13,000 in additional funds on
impaired loans in accordance with the original terms of these loans; however, the Corporation is
not legally obligated to, and will not, disburse additional funds on any loans while in nonaccrual
status or the borrower is in default.
The Corporation experienced declines in the current valuations for real estate collateral
supporting portions of its loan portfolio throughout fiscal years 2010 and 2011, as reflected in
recently received appraisals. Currently, $315.5 million or approximately 93% of the outstanding
balance of impaired loans secured by real estate have recent appraisals (i.e. within one year).
This includes $28.9 million of loans under $500,000 that do not require an appraisal under Bank
policy. In some cases, the Bank does not require updated appraisals. These instances include when
the
21
Table of Contents
loan (i) is fully reserved; (ii) has a small balance and rather than being individually
evaluated for impairment, is included in a homogenous pool of loans; (iii) uses a net present value
of future cash flows to measure impairment; or (iv) has an SBA guaranty. If real estate values
continue to decline, the Corporation may have to increase its allowance for loan losses as updated
appraisals are received.
The following table presents the aging of the recorded investment in past due loans as of June 30,
2011 by class of loans (in thousands):
30-59 Days Past | 60-89 Days Past | Greater than 90 | ||||||||||||||
Due | Due | Days | Total Past Due | |||||||||||||
Residential |
$ | 2,801 | $ | 4,724 | $ | 45,401 | $ | 52,926 | ||||||||
Commercial and Industrial |
2,475 | 685 | 13,280 | 16,440 | ||||||||||||
Land and Construction |
6,103 | 60 | 50,576 | 56,739 | ||||||||||||
Multi-Family |
3,252 | 7,353 | 30,497 | 41,102 | ||||||||||||
Retail/Office |
10,401 | 2,623 | 40,904 | 53,928 | ||||||||||||
Other Commercial Real Estate |
459 | 6,002 | 21,110 | 27,571 | ||||||||||||
Education |
12,242 | 6,635 | 25,549 | 44,426 | ||||||||||||
Other Consumer |
2,143 | 707 | 6,188 | 9,038 | ||||||||||||
$ | 39,876 | $ | 28,789 | $ | 233,505 | $ | 302,170 | |||||||||
The following table presents the aging of the recorded investment in past due loans as of
March 31, 2011 by class of loans (in thousands):
30-59 Days Past | 60-89 Days Past | Greater than 90 | ||||||||||||||
Due | Due | Days | Total Past Due | |||||||||||||
Residential |
$ | 6,289 | $ | 4,577 | $ | 52,640 | $ | 63,506 | ||||||||
Commercial and Industrial |
8,156 | 142 | 9,646 | 17,944 | ||||||||||||
Land and Construction |
5,139 | 7,572 | 49,027 | 61,738 | ||||||||||||
Multi-Family |
62 | 4,291 | 33,500 | 37,853 | ||||||||||||
Retail/Office |
10,285 | 4,484 | 40,468 | 55,237 | ||||||||||||
Other Commercial Real Estate |
4,717 | 266 | 21,725 | 26,708 | ||||||||||||
Education |
9,703 | 8,414 | 24,360 | 42,477 | ||||||||||||
Other Consumer |
1,893 | 733 | 6,890 | 9,516 | ||||||||||||
$ | 46,244 | $ | 30,479 | $ | 238,256 | $ | 314,979 | |||||||||
Total delinquencies (loans past due 30 days or more) at June 30, 2011 were $302.2 million.
The Corporation has experienced a slight reduction in delinquencies since March 31, 2011due to
modestly improving credit conditions. The Corporation has no loans past due 90 days or more that
are still accruing interest, and may place loans less than 90 days delinquent on non-accrual status
when the probability of collection of principal and interest is deemed to be insufficient to
warrant further accrual.
Credit Quality Indicators
The Corporation categorizes certain loans (see description of population below) into risk
categories based on relevant information about the ability of borrowers to service their debt such
as: current financial information, historical payment experience, credit documentation, public
information and current economic trends, among other factors. For all loans other than consumer
and residential, the Corporation analyzes loans individually by classifying the loans as to credit
risk and assesses the probability of collection for each type of class. This analysis includes
22
Table of Contents
loans with an outstanding balance greater than $500,000 and non-homogeneous loans, such as
commercial and commercial real estate loans. This analysis is performed on a monthly basis. The
Corporation uses the following definitions for risk ratings:
Pass. Loans classified as pass represent assets that are evaluated and are performing under
the stated terms. Pass rated assets are analyzed by the pay capacity of the obligator,
current net worth of the obligator and/or by the value of the loan collateral.
Watch. Loans classified as watch possess potential weaknesses that require management
attention, but do not yet warrant adverse classification. While the status of an asset put
on this list may not technically trigger their classification as Substandard or Non-Accrual,
it is considered a proactive way to identify potential issues and address them before the
situation deteriorates further and does result in a loss for the Bank.
Substandard. Loans classified as substandard are inadequately protected by the current net
worth, paying capacity of the obligor, or by the collateral pledged. Substandard assets
must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.
They are characterized by the distinct possibility that the Bank will sustain a loss if the
deficiencies are not corrected.
Non-Accrual. Loans classified as non-accrual have the weaknesses of those classified as
Substandard, with the added characteristic that the weaknesses make collection or liquidation
in full, on the basis of currently existing facts, conditions and values, highly questionable
and improbable. Loans that fall into this class are deemed collateral dependent and an
individual impairment analysis is performed on all relationships greater than $500,000.
Loans in this category are allocated a specific reserve if the collateral does not support
the outstanding loan balance or charged off if deemed uncollectible.
As of June 30, 2011, and based on the most recent analysis performed, the risk category of loans by
class of loans is as follows (in thousands):
Pass | Watch | Substandard | Non-Accrual | Total | ||||||||||||||||
Commercial and Industrial: |
$ | 32,564 | $ | 8,213 | $ | 17,974 | $ | 15,574 | $ | 74,325 | ||||||||||
Commercial Real Estate: |
||||||||||||||||||||
Land and Construction |
69,949 | 24,661 | 81,472 | 56,424 | 232,506 | |||||||||||||||
Multi-Family |
262,526 | 48,947 | 41,290 | 40,805 | 393,568 | |||||||||||||||
Retail/Office |
193,168 | 65,999 | 88,430 | 47,693 | 395,290 | |||||||||||||||
Other |
117,898 | 61,082 | 56,634 | 37,428 | 273,042 | |||||||||||||||
$ | 676,105 | $ | 208,902 | $ | 285,800 | $ | 197,924 | $ | 1,368,731 | |||||||||||
23
Table of Contents
As of March 31, 2011, and based on the most recent analysis performed, the risk category of
loans by class of loans is as follows (in thousands):
Pass | Watch | Substandard | Non-Accrual | Total | ||||||||||||||||
Commercial and Industrial: |
$ | 39,361 | $ | 21,256 | $ | 20,831 | $ | 18,241 | $ | 99,689 | ||||||||||
Commercial Real Estate: |
||||||||||||||||||||
Land and Construction |
72,988 | 37,793 | 72,790 | 67,472 | 251,043 | |||||||||||||||
Multi-Family |
285,874 | 49,572 | 48,729 | 39,412 | 423,587 | |||||||||||||||
Retail/Office |
211,321 | 61,089 | 92,773 | 54,256 | 419,439 | |||||||||||||||
Other |
114,595 | 68,127 | 62,478 | 31,488 | 276,688 | |||||||||||||||
$ | 724,139 | $ | 237,837 | $ | 297,601 | $ | 210,869 | $ | 1,470,446 | |||||||||||
Residential and consumer loans are managed on a pool basis due to their homogeneous nature.
Loans that are delinquent 90 days or more are considered non-accrual. The following table presents
the recorded investment in residential and consumer loans based on accrual status as of June 30,
2011 (in thousands):
Pass | Non-Accrual | Total | ||||||||||
Residential: |
$ | 576,098 | $ | 55,674 | $ | 631,772 | ||||||
Consumer |
||||||||||||
Education |
243,067 | 25,549 | 268,616 | |||||||||
Other Consumer |
268,932 | 6,563 | 275,495 | |||||||||
$ | 1,088,097 | $ | 87,786 | $ | 1,175,883 | |||||||
The following table presents the recorded investment in residential and consumer loans based
on accrual status as of March 31, 2011 (in thousands):
Pass | Non-Accrual | Total | ||||||||||
Residential: |
$ | 584,768 | $ | 63,746 | $ | 648,514 | ||||||
Consumer |
||||||||||||
Education |
252,375 | 24,360 | 276,735 | |||||||||
Other Consumer |
279,852 | 7,299 | 287,151 | |||||||||
$ | 1,116,995 | $ | 95,405 | $ | 1,212,400 | |||||||
A substantial portion of the Banks loans are collateralized by real estate in Wisconsin and
adjacent states. Accordingly, the ultimate collectibility of a substantial portion of the loan
portfolio is susceptible to changes in market conditions in that area.
Pledged Loans
At June 30, 2011, mortgage and education loans receivable with a carrying value of approximately
$806.5 million and $118.7 million, respectively, were pledged to secure borrowings and for other
purposes as permitted or required by law.
24
Table of Contents
Note 7 Foreclosed Properties and Repossessed Assets
Real estate acquired by foreclosure, real estate acquired by deed in lieu of foreclosure and other
repossessed assets are held for sale and are initially recorded at fair value less estimated
selling expenses at the date of foreclosure. At the date of foreclosure, any write down to fair
value less estimated selling costs is charged to the allowance for loan losses. Any increases in
fair value over the net carrying value of the loans are recorded as recoveries to the allowance for
loan losses to the extent of previous charge-offs, with any excess, which is infrequent, recognized
as a gain. Subsequent to foreclosure, valuations are periodically performed and a valuation
allowance is established and charged to expense if fair value less estimated selling costs exceeds
the carrying value. Costs relating to the development and improvement of the property may be
capitalized; holding period costs and subsequent changes to the valuation allowance are charged to
expense.
A summary of the activity in foreclosed properties and repossessed assets is as follows (in
thousands):
For the three months ended | ||||||||
June 30, | ||||||||
2011 | 2010 | |||||||
Balance at beginning of period |
$ | 90,707 | $ | 55,436 | ||||
Additions |
23,252 | 10,231 | ||||||
Capitalized improvements |
| | ||||||
Valuations/write-offs |
(279 | ) | (3,051 | ) | ||||
Sales |
(24,189 | ) | (13,203 | ) | ||||
Balance at end of period |
$ | 89,491 | $ | 49,413 | ||||
The amounts above are net of a valuation allowance of $20.9 million and $20.0 million at June
30, 2011 and March 31, 2011, respectively, recognized during the holding period for declines in
fair value subsequent to the foreclosure or acceptance of deed in lieu of foreclosure.
During the three months ended June 30, 2011, net expense from REO operations was $7.6 million,
consisting of $279,000 of valuation adjustments and write offs, $1.2 million of net gain on sales,
$1.1 million of foreclosure cost expense and $7.4 million of net expenses from operations. During
the three months ended June 30, 2010, net expense from REO operations was $5.6 million, consisting
of $3.1 million of valuations and write offs, $1.2 million of net gain on sales, $2.0 million of
foreclosure cost expense and $1.7 million of net expenses from operations.
Note 8 Regulatory Capital
The Bank is subject to various regulatory capital requirements administered by the federal banking
agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and
possibly additional discretionary actions by regulators that, if undertaken, could have a direct
material effect on the Banks financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines
that involve quantitative measures of the Banks assets, liabilities and certain off-balance-sheet
items as calculated under regulatory accounting practices. The Banks capital amounts and
classification are also subject to qualitative judgments by the regulators about components, risk
weightings, and other factors.
Qualitative measures established by regulation to ensure capital adequacy require the Bank to
maintain minimum amounts and ratios of core, tangible, and risk-based capital. Management
believes, as of March 31, 2011, that the Bank was adequately capitalized under PCA guidelines.
Under these OTS requirements, a bank must have a total Risk-Based Capital Ratio of 8.0 percent or
greater to be considered adequately capitalized. The Bank continues to work toward the
requirements of the previously issued Cease and Desist Order which requires a total Risk-Based
Capital Ratio of 12.0 percent, which exceeds traditional capital
requirements for a bank. The Bank does
not currently meet these elevated capital levels. See Note 3.
25
Table of Contents
The following summarizes the Banks capital levels and ratios at June 30, 2011 and March 31, 2011
and those required by the OTS:
Minimum Required | ||||||||||||||||||||||||||||||||
Minimum | to be Well | |||||||||||||||||||||||||||||||
Required | Capitalized | |||||||||||||||||||||||||||||||
For Capital | Under | Minimum Required | ||||||||||||||||||||||||||||||
Adequacy | OTS | Under Order to | ||||||||||||||||||||||||||||||
Actual | Purposes | Requirements | Cease and Desist | |||||||||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||||||||
(Dollars In Thousands) | ||||||||||||||||||||||||||||||||
At June 30, 2011 |
||||||||||||||||||||||||||||||||
Tier 1 capital
(to adjusted tangible assets) |
$ | 144,385 | 4.44 | % | $ | 97,662 | 3.00 | % | $ | 162,769 | 5.00 | % | $ | 260,431 | 8.00 | % | ||||||||||||||||
Risk-based capital
(to risk-based assets) |
171,564 | 8.32 | 165,018 | 8.00 | 206,272 | 10.00 | 247,526 | 12.00 | ||||||||||||||||||||||||
Tangible capital
(to tangible assets) |
144,385 | 4.44 | 48,831 | 1.50 | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||
At March 31, 2011: |
||||||||||||||||||||||||||||||||
Tier 1 capital
(to adjusted tangible assets) |
$ | 145,807 | 4.26 | % | $ | 102,669 | 3.00 | % | $ | 171,115 | 5.00 | % | $ | 273,784 | 8.00 | % | ||||||||||||||||
Risk-based capital
(to risk-based assets) |
174,453 | 8.04 | 173,616 | 8.00 | 217,020 | 10.00 | 260,424 | 12.00 | ||||||||||||||||||||||||
Tangible capital
(to tangible assets) |
145,807 | 4.26 | 51,335 | 1.50 | N/A | N/A | N/A | N/A |
In June 2009, the Bank consented to the issuance of a Cease and Desist Order with the OTS which
requires, among other things, capital requirements in excess of the generally applicable minimum
requirements. The Banks official regulatory reporting capital levels as reported for the fiscal
quarters ended March 31, 2011 and June 30, 2011 were 8.04% and 8.32%, respectively. Under OTS
requirements, a bank is deemed adequately capitalized with a risk-based capital level of 8.0% or
greater.
The following table reconciles the Banks stockholders equity to regulatory capital at June 30,
2011 and March 31, 2011:
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June 30, | March 31, | |||||||
2011 | 2011 | |||||||
(In Thousands) | ||||||||
Stockholders equity of the Bank |
$ | 138,786 | $ | 126,916 | ||||
Less: Disallowed servicing assets |
(1,417 | ) | (1,061 | ) | ||||
Accumulated other comprehensive loss |
7,016 | 19,952 | ||||||
Tier 1 and tangible capital |
144,385 | 145,807 | ||||||
Plus: Allowable general valuation allowances |
27,179 | 28,646 | ||||||
Risk-based capital |
$ | 171,564 | $ | 174,453 | ||||
Note 9 Earnings Per Share
Basic earnings per share for the three months ended June 30, 2011 and 2010 has been determined by
dividing net income available to common stockholders for the respective periods by the weighted
average number of shares of common stock outstanding. Diluted earnings per share is computed by
dividing net income available to common stockholders by the weighted average number of common
shares outstanding plus the effect of dilutive securities. The effects of dilutive securities are
computed using the treasury stock method.
Three Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
(in thousands, except per share data) | ||||||||
Numerator: |
||||||||
Numerator for basic and diluted earnings
per shareincome (loss) available to common
stockholders |
$ | (8,154 | ) | $ | (15,522 | ) | ||
Denominator: |
||||||||
Denominator for basic earnings per
shareweighted-average shares |
21,248 | 21,251 | ||||||
Effect of dilutive securities: |
||||||||
Employee stock options |
| | ||||||
Management Recognition Plans |
| | ||||||
Denominator for diluted earnings per
shareadjusted weighted-average
shares and assumed conversions |
21,248 | 21,251 | ||||||
Basic loss per common share |
$ | (0.38 | ) | $ | (0.73 | ) | ||
Diluted loss per common share |
$ | (0.38 | ) | $ | (0.73 | ) | ||
At June 30, 2011, approximately 409,000 stock options were excluded from the calculation of
diluted earnings per share because they were anti-dilutive. Treasurys warrants to purchase
approximately 7.4 million shares at an exercise price of $2.23 were also not included in the
computation of diluted earnings per share because the warrants exercise price was greater than the
average market price of common stock and was, therefore, anti-dilutive. Because of their
anti-dilutive effect, the shares that would be issued if Treasurys Senior Preferred Stock were
converted into common stock are not included in the computation of diluted earnings per share for
the three months ended June 30, 2011 and 2010.
27
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Note 10 Commitments and Contingent Liabilities
The Corporation is a party to financial instruments with off-balance-sheet risk in the normal
course of business to meet the financing needs of its customers. These financial instruments
include commitments to extend credit and financial guarantees which involve, to varying degrees,
elements of credit and interest rate risk in excess of the amount recognized in the consolidated
balance sheets. The contract amounts of those instruments reflect the extent of involvement and
exposure to credit loss the Corporation has in particular classes of financial instruments. The
Corporation uses the same credit policies in making commitments and conditional obligations as it
does for on-balance-sheet instruments. Since many of the commitments are expected to expire
without being drawn upon, the total committed amounts do not necessarily represent future cash
requirements.
Financial instruments whose contract amounts represent credit risk are as follows (in thousands):
June 30, | March 31, | |||||||
2011 | 2011 | |||||||
Commitments to extend credit: |
$ | 8,003 | $ | 6,259 | ||||
Unused lines of credit: |
||||||||
Home equity |
118,773 | 120,194 | ||||||
Credit cards |
32,673 | 34,435 | ||||||
Commercial |
11,716 | 17,413 | ||||||
Letters of credit |
19,414 | 19,432 | ||||||
Credit enhancement under the Federal |
||||||||
Home Loan Bank of Chicago Mortgage |
||||||||
Partnership Finance Program |
21,602 | 21,602 | ||||||
IDI borrowing guarantees-unfunded |
470 | 458 |
Commitments to extend credit are in the form of a loan in the near future. Unused lines of credit
are agreements to lend to a customer as long as there is no violation of any condition established
in the contract and may be drawn upon at the borrowers discretion. Letters of credit commit the
Corporation to make payments on behalf of customers when certain specified future events occur.
Commitments and letters of credit primarily have fixed expiration dates or other termination
clauses and may require payment of a fee. As some such commitments expire without being drawn upon
or funded by the Federal Home Loan Bank of Chicago (FHLB) under the Mortgage Partnership Finance
Program, the total commitment amounts do not necessarily represent future cash requirements. The
Corporation evaluates each customers creditworthiness on a case-by-case basis. With the exception
of credit card lines of credit, the Corporation primarily extends credit only on a secured basis.
Collateral obtained varies, but consists primarily of single-family residences and income-producing
commercial properties. Fixed-rate loan commitments expose the Corporation to a certain amount of
interest rate risk if market rates of interest substantially increase during the commitment period.
Similar risks exist relative to loans classified as held for sale, which totaled $16.3 million at
June 30, 2011. This exposure, however, is mitigated by the existence of firm commitments to sell
the majority of the fixed-rate loans. Commitments to sell mortgage loans within 60 days at June
30, 2011 amounted to $51.0 million.
At June 30, 2011, the Corporation has $734,000 of reserves on unfunded commitments, unused lines of
credit and letters of credit classified in other liabilities. The Corporation intends to fund
commitments through current liquidity.
The IDI borrowing guarantees-unfunded represent the Corporations commitment through its IDI
subsidiary to guarantee the borrowings of the related real estate investment partnerships, which
are included in the consolidated financial statements.
Except for the above-noted commitments to originate and/or sell mortgage loans classified as
held-for-sale in the normal course of business, the Corporation and the Bank have not undertaken
the use of derivative financial instruments for any purpose.
28
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In the ordinary course of business, there are legal proceedings against the Corporation and its
subsidiaries. Management considers that the aggregate liabilities, if any, resulting from such
actions would not have a material, adverse effect on the consolidated financial position of the
Corporation.
Note 11 Fair Value of Financial Instruments
Disclosure of fair value information about financial instruments, for which it is practicable to
estimate that value, is required whether or not recognized in the consolidated balance sheets. In
cases where quoted market prices are not available, fair values are based on estimates using
discounted cash flow or other valuation techniques. Those techniques are significantly affected by
the assumptions used, including the discount rate and estimates of future cash flows. In that
regard, the derived fair value estimates cannot be substantiated by comparison to independent
markets and, in many cases, could not be realized in immediate settlement of the instruments.
Certain financial instruments for which it is not practicable to estimate fair value, and all
non-financial instruments are excluded from the disclosure requirements. Accordingly, the
aggregate fair value amounts presented do not necessarily represent the underlying value of the
Corporation.
The Corporation, in estimating its fair value disclosures for financial instruments, used the
following methods and assumptions:
Cash and cash equivalents and accrued interest: The carrying amounts reported in the consolidated
balance sheets approximate those assets and liabilities fair values.
Investment securities: Fair values for investment securities are based on quoted market prices,
where available. If quoted market prices are not available, fair values are based on quoted market
prices of comparable instruments. For securities in inactive markets, fair values are based on
discounted cash flow or other valuation models.
Loans receivable: The fair values for loans held for sale are based on outstanding sale
commitments or quoted market prices of similar loans sold in conjunction with securitization
transactions, adjusted for differences in loan characteristics. For variable-rate loans held for
investment that reprice frequently and with no significant change in credit risk, fair values are
based on carrying values. The fair value of fixed-rate residential mortgage loans held for
investment, commercial real estate loans, commercial and industrial loans and consumer and other
loans are estimated using discounted cash flow analyses, using interest rates currently being
offered for loans with similar terms to borrowers of similar credit quality. For construction
loans, fair values are based on carrying values due to the short-term nature of the loans.
Federal Home Loan Bank stock: The carrying amount of FHLB stock approximates its fair value as it
can only be redeemed to the FHLB at its par value.
Deposits: The fair values for negotiable order of withdrawal accounts, passbook accounts and
variable rate insured money market accounts are, by definition, equal to the amount payable on
demand at the reporting date (i.e., their carrying amounts). The fair values of fixed-rate
certificates of deposit are estimated using a discounted cash flow calculation that applies current
interest rates being offered on certificates of deposit to a schedule of aggregated expected
monthly maturities of the outstanding certificates of deposit.
Other Borrowed Funds: The fair values of the Corporations borrowings are estimated using
discounted cash flow analysis, based on the Corporations current incremental borrowing rates for
similar types of borrowing arrangements.
Off-balance-sheet instruments: Fair values of the Corporations off-balance-sheet instruments
(lending commitments and unused lines of credit) are based on fees currently charged to enter into
similar agreements, taking into account the remaining terms of the agreements, the counterparties
credit standing and discounted cash flow analyses. The fair value of these off-balance-sheet items
approximates the recorded amounts of the related fees and is not material at June 30, 2011 and
March 31, 2011.
29
Table of Contents
The carrying amounts and fair values of the Corporations financial instruments consist of the
following (in thousands):
June 30, 2011 | March 31, 2011 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
Financial assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 128,746 | $ | 128,746 | $ | 107,015 | $ | 107,015 | ||||||||
Investment securities available for sale |
470,771 | 470,771 | 523,289 | 523,289 | ||||||||||||
Investment securities held to maturity |
25 | 25 | 27 | 28 | ||||||||||||
Loans held for sale |
16,333 | 16,544 | 7,538 | 7,633 | ||||||||||||
Loans held for investment |
2,390,987 | 2,304,587 | 2,520,367 | 2,430,117 | ||||||||||||
Mortgage servicing rights |
24,105 | 25,210 | 24,961 | 26,554 | ||||||||||||
Federal Home Loan Bank stock |
54,829 | 54,829 | 54,829 | 54,829 | ||||||||||||
Accrued interest receivable |
15,623 | 15,623 | 16,353 | 16,353 | ||||||||||||
Financial liabilities: |
||||||||||||||||
Deposits |
2,646,465 | 2,600,063 | 2,703,659 | 2,653,725 | ||||||||||||
Other borrowed funds |
543,679 | 566,358 | 654,779 | 676,914 | ||||||||||||
Accrued interest payableborrowings |
24,200 | 24,200 | 20,166 | 20,166 | ||||||||||||
Accrued interest payabledeposits |
3,010 | 3,010 | 3,501 | 3,501 |
Accounting guidance for fair value establishes a framework for measuring fair value and
expands disclosures about fair value measurements. It defines fair value as the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date.
In determining the fair value, the Corporation uses various valuation methods including market,
income and cost approaches. Based on these approaches, the Corporation utilizes assumptions that
market participants would use in pricing the asset or liability, including assumptions about risk
and the risks inherent in the inputs to the valuation technique. These inputs can be readily
observable, market corroborated or generally unobservable inputs. The Corporation uses valuation
techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.
Based on observability of the inputs used in the valuation techniques, the Corporation is required
to provide the following information according to the fair value hierarchy. The fair value
hierarchy ranks the quality and reliability of the information used to determine fair values.
Financial assets and liabilities carried at fair value are classified and disclosed in one of the
following three categories:
| Level 1: Valuations for assets and liabilities traded in active exchange markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. | ||
| Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or similar assets or liabilities. | ||
| Level 3: Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer or broker traded transactions. Level 3 valuations incorporate certain unobservable assumptions and projections in determining the fair value assigned to such assets. |
30
Table of Contents
Fair Value on a Recurring Basis
The following table presents the financial instruments carried at fair value as of June 30, 2011
and March 31, 2011, by the valuation hierarchy (as described above) (in thousands):
June 30, 2011 | Fair Value Measurements Using | |||||||||||||||
Quoted Prices | ||||||||||||||||
in Active | Significant Other | Significant | ||||||||||||||
Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs | Inputs | ||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Available for sale debt securities: |
||||||||||||||||
U.S. Government sponsored and federal agency obligations |
$ | 4,195 | $ | | $ | 4,195 | $ | | ||||||||
Agency CMOs and REMICs |
335 | | 335 | | ||||||||||||
Non-agency CMOs |
35,270 | | | 35,270 | ||||||||||||
Residential agency mortgage-backed securities |
6,143 | | 6,143 | | ||||||||||||
GNMA securities |
423,531 | | 423,531 | | ||||||||||||
Corporate bonds |
1,093 | 593 | 500 | | ||||||||||||
Available for sale equity securities: |
||||||||||||||||
U.S. Government sponsored agency preferred stock |
204 | 204 | | | ||||||||||||
Total assets at fair value |
$ | 470,771 | $ | 797 | $ | 434,704 | $ | 35,270 | ||||||||
March 31, 2011 | Fair Value Measurements Using | |||||||||||||||
Quoted Prices | ||||||||||||||||
in Active | Significant Other | Significant | ||||||||||||||
Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs | Inputs | ||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Available for sale debt securities: |
||||||||||||||||
U.S. Government sponsored and federal agency obligations |
$ | 4,126 | $ | | $ | 4,126 | $ | | ||||||||
Agency CMOs and REMICs |
358 | | 358 | | ||||||||||||
Non-agency CMOs |
46,637 | | | 46,637 | ||||||||||||
Residential agency mortgage-backed securities |
6,389 | | 6,389 | | ||||||||||||
GNMA securities |
464,560 | | 464,560 | | ||||||||||||
Corporate bonds |
1,083 | 583 | 500 | | ||||||||||||
Available for sale equity securities: |
||||||||||||||||
U.S. Government sponsored agency preferred stock |
136 | 136 | | | ||||||||||||
Total assets at fair value |
$ | 523,289 | $ | 719 | $ | 475,933 | $ | 46,637 | ||||||||
An independent pricing service is used to price available-for-sale U.S. Government and federal
agency obligations, agency CMOs and Real Estate Mortgage Investments (REMICs), residential agency
mortgage-backed securities, Ginnie Mae securities and corporate bonds using a market data model
under Level 2. The significant inputs used at June 30, 2011 to price Ginnie Mae securities include
coupon rates of 1.75% to 5.50%, durations of 0.2 to 8.1 years and PSA prepayment speeds of 167 to
450.
The Corporation had 99.7% of its non-agency CMOs valued by an independent pricing service that used
a discounted cash flow model that uses Level 3 inputs in accordance with accounting guidance. The
significant inputs used by the model at June 30, 2011 include observable inputs of 30 to 59 day
delinquency of 0.8% to 4.9%, 60 to 89 day delinquency of 0.1% to 2.6%, 90 plus day delinquency of
0.8% to 8.4%, loss severity of 28.8% to 65.6%, coupon rates of 4.5% to 7.5%, current credit support of 0% to 17.5%, the month one to month 24
constant default rate of 1.0% to 10.9% and discount rates of 4.0% to 12.0%.
31
Table of Contents
The following is a reconciliation of assets measured at fair value on a recurring basis using
significant unobservable inputs (Level 3) (in thousands):
Three Months | ||||||||||||||||||||
Ended | Year Ended | |||||||||||||||||||
June 30, 2011 | March 31, 2011 | |||||||||||||||||||
Residential | ||||||||||||||||||||
Agency CMOs | Non-agency | Agency mortgage- | GNMA | |||||||||||||||||
Non-agency CMOs | and REMICs | CMOs | backed securities | securities | ||||||||||||||||
Balance at beginning of period |
$ | 46,637 | $ | 1,413 | $ | 85,367 | $ | 15,440 | $ | 261,754 | ||||||||||
Total gains (losses) (realized/unrealized) |
||||||||||||||||||||
Included in earnings |
21 | | 2,754 | (5 | ) | (1,327 | ) | |||||||||||||
Included in other comprehensive income |
(266 | ) | 6 | 1,447 | 491 | 6,232 | ||||||||||||||
Included in
earnings as other than temporary impairment |
| | (440 | ) | | | ||||||||||||||
Purchases |
| | | 17,058 | 92,879 | |||||||||||||||
Principal repayments |
(2,585 | ) | (663 | ) | (19,918 | ) | (1,395 | ) | (7,168 | ) | ||||||||||
Sales |
(8,537 | ) | | (22,573 | ) | | | |||||||||||||
Transfers out of level 3 |
| (756 | ) | | (31,589 | ) | (352,370 | ) | ||||||||||||
Balance at end of period |
$ | 35,270 | $ | | $ | 46,637 | $ | | $ | | ||||||||||
There were no transfers in or out of Levels 1, 2 or 3 during the three months ended June 30,
2011. All non-agency CMOs remained in Level 3 as of June 30, 2011.
Fair Value on a Nonrecurring Basis
Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not
measured at fair value on an ongoing basis but are subject to fair value adjustments in certain
circumstances (for example, when there is evidence of impairment). The following table presents
such assets carried on the consolidated balance sheet by caption and by level within the fair value
hierarchy as of June 30, 2011 and March 31, 2011 (in thousands):
June 30, 2011 | Fair Value Measurements Using | |||||||||||||||
Quoted Prices | ||||||||||||||||
in Active | Significant Other | Significant | ||||||||||||||
Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs | Inputs | ||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Impaired loans |
$ | 116,009 | $ | | $ | | $ | 116,009 | ||||||||
Loans held for sale |
887 | | | 887 | ||||||||||||
Mortgage servicing rights |
7,143 | | | 7,143 | ||||||||||||
Foreclosed properties and repossessed assets |
89,491 | | | 89,491 | ||||||||||||
Total assets at fair value |
$ | 213,530 | $ | | $ | | $ | 213,530 | ||||||||
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March 31, 2011 | Fair Value Measurements Using | |||||||||||||||
Quoted Prices | ||||||||||||||||
in Active | Significant Other | Significant | ||||||||||||||
Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs | Inputs | ||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Impaired loans |
$ | 177,893 | $ | | $ | | $ | 177,893 | ||||||||
Loans held for sale |
278 | | | 278 | ||||||||||||
Mortgage servicing rights |
6,251 | | | 6,251 | ||||||||||||
Foreclosed properties and repossessed assets |
90,707 | | | 90,707 | ||||||||||||
Total assets at fair value |
$ | 275,129 | $ | | $ | | $ | 275,129 | ||||||||
The Corporation does not record impaired loans at fair value on a recurring basis. However,
some loans are considered impaired and an allowance for loan losses is established. The specific
reserves for collateral dependent impaired loans are based on the fair value of the collateral less
estimated costs to sell. The fair value of collateral is usually determined based on appraisals. In
some cases, adjustments were made to the appraised values due to various factors including age of
the appraisal, age of comparables included in the appraisal, and known changes in the market and in
the collateral. When significant adjustments were based on unobservable inputs, the resulting fair
value measurement has been categorized as a Level 3 measurement.
Loans held for sale primarily consist of the current origination of certain fixed-rate mortgage
loans and certain adjustable-rate mortgage loans and are carried at lower of cost or fair value,
determined on a loan level basis. These loans are valued individually based upon quoted market
prices and the amount of any gross loss is recorded as a mark to market charge in loans held for
sale. Fees received from the borrower and direct costs to originate the loan are deferred and
recorded as an adjustment of the loan carrying value.
Mortgage servicing rights are recorded as an asset when loans are sold to third parties with
servicing rights retained. The cost allocated to the mortgage servicing rights retained has been
recognized as a separate asset and is initially recorded at fair value and amortized in proportion
to, and over the period of, estimated net servicing revenues. The carrying value of these assets
is reviewed for impairment on a monthly basis using a lower of carrying value or fair value
methodology. The fair value of the servicing rights is determined by estimating the present value
of future net cash flows, taking into consideration market loan prepayment speeds, discount rates,
servicing costs and other economic factors. For purposes of measuring impairment, the rights are
stratified based on predominant risk characteristics of the underlying loans which include product
type (i.e., fixed or adjustable) and interest rate bands. The amount of impairment recognized is
the amount by which the capitalized mortgage servicing rights on a loan-by-loan basis exceed their
fair value.
Foreclosed properties and repossessed assets, upon initial recognition, are measured and reported
at fair value less estimated costs to sell through a charge-off to the allowance for loan losses
based upon the fair value of the foreclosed asset. The fair value of foreclosed properties and
repossessed assets, upon initial recognition, is estimated using Level 3 inputs based on fair value
less estimated costs to sell. Foreclosed properties and repossessed assets are re-measured at fair
value after initial recognition through the use of a valuation allowance on foreclosed assets.
Note 12 Income Taxes
The Corporation accounts for income taxes on the asset and liability method. Deferred tax assets
and liabilities are recorded based on the difference between the tax basis of assets and
liabilities and their carrying amounts for financial reporting purposes, computed using enacted tax
rates. We have maintained significant net deferred tax assets for deductible temporary
differences, the largest of which relates to our allowance for loan losses. For income tax return
purposes, only net charge-offs on uncollectible loan balances are deductible, not the provision for
loan losses. Under generally accepted accounting principles, a valuation allowance is required to
be recognized if it is more likely than not that a deferred tax asset will not be realized. The
determination of the realizability of the deferred tax assets is highly subjective and dependent
upon judgment concerning managements evaluation of both positive and negative evidence, the
forecasts of future income, applicable tax planning strategies, and assessments of
33
Table of Contents
the current and future economic and business conditions. We consider both positive and negative
evidence regarding the ultimate realizability of our deferred tax assets. Positive evidence
includes the existence of taxes paid in available carryback years as well as the probability that
taxable income will be generated in future periods while negative evidence includes significant
losses in the current year or cumulative losses in the current and prior two years as well as
general business and economic trends. At June 30, 2011 and March 31, 2011, we determined that a
valuation allowance relating to our deferred tax asset was necessary. This determination was based
largely on the negative evidence represented by the losses in the current and prior fiscal years
caused by the significant loan loss provisions associated with our loan portfolio. In addition,
general uncertainty surrounding future economic and business conditions have increased the
potential volatility and uncertainty of our projected earnings. Therefore, a valuation allowance
of $140.3 million at June 30, 2011 and $143.5 million at March 31, 2011 was recorded to offset net
deferred tax assets that exceed the Corporations carryback potential.
The significant components of the Corporations deferred tax assets (liabilities) are as follows
(in thousands):
At June 30, | At March 31, | |||||||
2011 | 2011 | |||||||
Deferred tax assets: |
||||||||
Allowances for loan losses |
$ | 64,098 | $ | 68,286 | ||||
Other loss reserves |
2,860 | 2,723 | ||||||
Federal NOL carryforwards |
66,209 | 61,433 | ||||||
State NOL carryforwards |
15,605 | 14,906 | ||||||
Unrealized gains/(losses) |
2,829 | 7,984 | ||||||
Other |
4,327 | 4,310 | ||||||
Total deferred tax assets |
155,928 | 159,642 | ||||||
Valuation allowance |
(140,267 | ) | (143,505 | ) | ||||
Adjusted deferred tax assets |
15,661 | 16,137 | ||||||
Deferred tax liabilities: |
||||||||
FHLB stock dividends |
(3,962 | ) | (3,962 | ) | ||||
Mortgage servicing rights |
(9,547 | ) | (9,884 | ) | ||||
Purchase accounting |
| | ||||||
Other |
(2,152 | ) | (2,291 | ) | ||||
Total deferred tax liabilities |
(15,661 | ) | (16,137 | ) | ||||
Net deferred tax assets |
$ | | $ | | ||||
The Corporation is subject to U.S. federal income tax as well as income tax of state
jurisdictions. The tax years 2008-2010 remain open to examination by the Internal Revenue Service
and certain state jurisdictions while the years 2007-2010 remain open to examination by certain
other state jurisdictions.
Income tax expense includes $10,000 of franchise taxes for the three month period ended June 30,
2011. The effective tax rate was 0.21% for the three- month period ended June 30, 2011,
respectively, due to a $3.2 million deferred tax asset valuation allowance reduction. This rate
compared to 0% for the same respective periods last year.
The Corporation recognizes interest and penalties related to uncertain tax positions in income tax
expense. As of June 30, 2011 and March 31, 2011, the Corporation has not recognized any accrued interest and
penalties related to uncertain tax positions.
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Table of Contents
Note 13 Credit Agreement
The Corporation owes $116.3 million on a short-term line of credit to various lenders led by U.S.
Bank. The Corporation is currently in default on the Credit Agreement as a result of failure to
make a principal payment on March 2, 2009. On May 31, 2011, the Corporation entered into Amendment
No. 7 dated May 25, 2011 (the Amendment) to the Amended and Restated Credit Agreement, dated as
of June 9, 2008 (the Credit Agreement), among the Corporation, the lenders from time to time a
party thereto, and U.S. Bank National Association, as administrative agent for such lenders, or the
Agent.
Under the Amendment, the Agent and the Lenders agree to forbear from exercising their rights and
remedies against the Corporation until the earliest to occur of the following: (i) the occurrence
of any Event of Default (other than a failure to make principal payments on the outstanding balance
under the Credit Agreement or other Existing Defaults); or (ii) November 30, 2011. Notwithstanding
the agreement to forbear, the Agent may at any time, in its sole discretion, take any action
reasonably necessary to preserve or protect its interest in the stock of the Bank, IDI or any other
collateral securing any of the obligations against the actions of the Corporation or any third
party without notice to or the consent of any party.
The Amendment also provides that the outstanding balance under the Credit Agreement shall bear
interest at a rate equal to 15% per annum. Interest accruing under the Credit Agreement is due on
the earlier of (i) the date the loans are paid in full or (ii) November 30, 2011. At June 30,
2011, the Corporation had accrued interest payable related to the Credit Agreement of $22.7 million
and an accrued amendment fee of $4.7 million.
Within two business days after the Corporation obtains knowledge of an event, as defined in the
Credit Agreement, the Chief Financial Officer of the Bank shall submit a statement of the event
together with a statement of the actions which the Corporation proposes to take to the Agent as a
result of the occurrence of such event. An event may include: (i) any event which, either of
itself or with the lapse of time or the giving of notice or both, would constitute a Default under
the Credit Agreement; (ii) a default or an event of default under any other material agreement to
which the Corporation or Bank is a party; or (iii) any pending or threatened litigation or certain
administrative proceedings.
The Amendment requires the Bank to maintain the following financial covenants:
| a Tier 1 Leverage Ratio of not less than 3.95% at all times. | ||
| a Total Risk Based Capital ratio of not less than 7.65% at all times. | ||
| the ratio of Non-Performing Loans to Gross Loans shall not exceed 12.00% at any time. |
The Credit Agreement and the Amendment also contain customary representations, warranties,
conditions and events of default for agreements of such type. At June 30, 2011, the Corporation
was in compliance with all covenants contained in the Credit Agreement and the Amendment. Under
the terms of the amended Credit Agreement and the Amendment, the Agent and the lenders have certain
rights, including the right to accelerate the maturity of the borrowings if all covenants are not
complied with. Currently, no such action has been taken by the Agent or the Lenders. However, the
default creates significant uncertainty related to the Corporations operations.
Note 14 Temporary Liquidity Guarantee Program
In October 2008, the Secretary of the United States Department of the Treasury invoked the systemic
risk exception of the FDIC Improvement Act of 1991 and the FDIC announced the Temporary Liquidity
Guarantee Program (the TLGP). The TLGP provides a guarantee, through the earlier of maturity or
June 30, 2012, of certain senior unsecured debt issued by participating Eligible Entities
(including the Corporation) between October 14, 2008 and June 30, 2009. The Bank signed a master
agreement with the FDIC on December 5, 2008 for issuance of bonds under the program. As of June
30, 2011, the Bank had $60.0 million of bonds issued under the program out of the $88.0 million
that the Bank is eligible to issue. The bonds, which are scheduled to mature on February 11, 2012,
bear interest at a fixed rate of 2.74% which is due semi-annually.
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Note 15 Capital Purchase Program
Pursuant to the Capital Purchase Program (CPP), Treasury, on behalf of the U.S. government,
purchased the Corporations preferred stock, along with warrants to purchase the Corporations
common stock. The preferred stock has a dividend rate of 5% per year, until the fifth anniversary
of Treasurys investment and a dividend of 9% thereafter. During the time Treasury holds securities
issued pursuant to this program, the Corporation is required to comply with certain provisions
regarding executive compensation and corporate governance. Participation in the CPP also imposes
certain restrictions upon the Corporations dividends to common shareholders and stock repurchase
activities. The Corporation elected to participate in the CPP and received $110 million. The
Corporation has deferred nine dividend payments on the Series B Preferred Stock held by the U.S.
Treasury. The Treasury has indicated to the Corporation that it intends to exercise its right to
appoint two directors to the Board of Directors of the Corporation. At June 30, 2011 and March 31,
2011, the cumulative amount of dividends in arrears not declared was $14.0 million and $12.5
million, respectively.
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ANCHOR BANCORP WISCONSIN INC.
ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Set forth below is managements discussion and analysis of the consolidated results of operations
and financial condition of Anchor Bancorp Wisconsin Inc. (the Corporation) and its wholly-owned
subsidiaries, AnchorBank fsb (the Bank) and Investment Directions Inc., for the three months
ended June 30, 2011, which includes information on significant regulatory developments and the
Corporations risk management activities, including asset/liability management strategies, sources
of liquidity and capital resources. This discussion should be read in conjunction with the
unaudited consolidated financial statements and supplemental data contained elsewhere in this
quarterly report filed on Form10-Q for the three-month period ending June 30, 2011.
EXECUTIVE OVERVIEW
On June 26, 2009, the Corporation and the Bank each consented to the issuance of an Order to Cease
and Desist by the Office of Thrift Supervision. The Cease and Desist Order required, that, no later
than December 31, 2009, the Bank meet and maintain both a core capital ratio equal to or greater
than 8 percent and a total risk-based capital ratio equal to or greater than 12 percent.
The Cease and Desist Order also required that the Bank submit a Capital Restoration Plan along with
a revised business plan to the OTS. The Bank complied with that directive on July 23, 2010 with the
submission of its Revised Capital Restoration Plan (the Plan). On August 31, 2010, the OTS
approved the Plan submitted by the Bank, although the approval included a Prompt Corrective Action
Directive (PCA).
On July 21, 2011, the OTS, which was our primary regulator, ceased operations pursuant to the
provisions of the Dodd-Frank Act. As of July 21, 2011, regulation of the Bank was assumed by the
Office of the Comptroller of the Currency (OCC), and the Federal Reserve became the primary
regulator for the Corporation. The full impact of the change in regulators on our operations will
not be known for some time. The Federal Reserve and the OCC are now responsible for the
administration of the Cease and Desist Order.
At June 30, 2011, the Bank and the Corporation complied with all aspects of the Cease and Desist
and the Prompt and Corrective Action Directive, except the Bank had a core capital ratio and total
risk-based capital ratio of 4.44 percent and 8.32 percent, respectively, each below the required
capital ratios set forth above.
The Plan includes two sets of assumptions for continuing to improve the Banks capital levels, one
based on obtaining capital from an outside source, and one which reflects the ongoing efforts of
management to stabilize the Corporation in the absence of an external capital infusion. Management
has defined a strategy of improving the financial performance of, and efficiency of, the Bank to
increase the likelihood that it will be able to attract outside capital.
The total risk-based capital level for the Bank has steadily improved during fiscal year 2011 and
the first quarter of fiscal year 2012; from 7.32 percent at March 31, 2010 to 8.04 percent at March
31, 2011 and 8.32 percent at June 30, 2011. Under the applicable regulations, the Bank is
considered to be adequately capitalized as of June 30, 2011. The improvement in capital was
achieved through a number of initiatives including reducing the size of the balance sheet,
enhancing asset/liability management, improving asset quality, and creating a more efficient
operating platform.
Results of specific initiatives taken since March 2010 include:
| Sale of Branches On June 25, 2010, the Bank sold 11 branches located in Northwestern Wisconsin to Royal Credit Union, In July of 2010, the Bank completed the sale of four branches located in Green Bay, Wisconsin to Nicolet National Bank. These sales, along with the closing of 3 branches in 2009, have reduced the number of branches to 56 from its peak of 74. | ||
| Smaller Balance Sheet Total assets decreased just over $1 billion, or 23.1 percent, from $4.42 billion at March 31, 2010, to $3.39 billion at March 31, 2011, and another $154.0 million, or 4.5% during the quarter |
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ending June 30, 2011. The declines were largely due to scheduled payoffs and amortization in loans receivable. The Bank has also significantly curtailed its new loan origination activity. The declines were also the result of the aforementioned branch sales and the sale of a portion of the education loan portfolio in fiscal year 2011. | |||
| Expense Reduction The Bank has focused more intensely on reducing expenses in the past several quarters. During the second quarter of fiscal year 2011, the Bank conducted a Strategic Business Review with the goal of reducing expenses commensurate with the reduction in the size of the Bank. The focus of the Strategic Business Review was on reducing personnel costs and operating cost. Non-interest expenses, which remain elevated due to the high cost of the troubled loan portfolio, declined $5.0 million, from $35.7 million in the quarter ending June 30, 2010 to $30.7 million in the comparable quarter of 2011, due largely to decreases of $2.1 million in FDIC insurance premiums, $1.6 million in compensation expense, $1.2 million in other professional fees and $1.2 million in legal services. |
Operating Results
The Corporation recorded a net loss of $4.8 million for the quarter ended June 30, 2011, down from
a $12.1 million loss for the quarter ended June 30, 2010, a $7.3 million improvement. The
improved results were primarily due to the following:
| Net Interest Income Net interest income before provision for credit losses totaled $21.5 million in the quarter ending June 30, 2011, an increase of $2.6 million over the prior year quarter despite the significant reduction in the size of the balance sheet discussed above. The yield on earning assets improved by 29 basis points from 4.37 percent for the first quarter of fiscal 2011 to 4.66 percent for the comparable period in fiscal 2012. The cost of funds also improved dropping by 64 basis points, from 2.41 percent to 1.77 percent, in the same quarter-over-quarter period. The net interest margin was 2.77 percent for the quarter ended June 30, 2011, compared to 1.86 percent for the quarter ended June 30, 2010, a 91 basis point improvement over the prior year. | ||
| Provision for Credit Losses The largest driver of the improvement in results for the quarter was the reduction in the provision for credit losses. The provision for credit losses declined from $8.9 million in the first quarter of fiscal year 2011 to $3.5 million in the current quarter, a 61 percent decline. This positive trend in the provision for credit losses was primarily due to stabilization of collateral property values and the Banks decision to significantly curtail new loan origination activity. | ||
| Non-interest income Non-interest income totaled $7.9 million in the quarter ending June 30, 2011, a decrease of $5.7 million over the same period in 2010 primarily due to net gain on sale of branches in 2010 of $4.9 million. |
Credit Highlights
The Corporation has seen some improvement in early stage and overall delinquencies in the first
quarter of fiscal 2012. At June 30, 2011, non-performing loans (consisting of loans past due more
than 90 days, loans less than 90 days delinquent but placed on non-accrual status due to
anticipated probable loss and non-accrual troubled debt restructurings) were $285.7 million, $86.9
million below the $372.6 million balance at June 30, 2010. However, this positive trend has been
somewhat offset by an increase in the volume of foreclosed properties on the consolidated balance
sheet. Total foreclosed properties and repossessed assets were $49.4 million at June 30, 2010 and
$89.5 million at June 30, 2011. This increased level of foreclosed properties also has a direct
negative impact on the expenses related to foreclosed properties and repossessed assets due to the
high cost of carrying these assets.
The allowance for loan losses declined to $138.7 million at June 30, 2011 from $150.1 million at
March 31, 2011, a 7.6% decrease. Net charge-offs during the quarter ended June 30, 2011 were $15.0
million compared to $22.0 million for the same period in 2010. While the balance in the allowance
for loan losses declined during the first
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quarter of fiscal 2012, the allowance compared to total
loans and to total non-performing loans increased slightly since March 31, 2011.
Recent Market and Industry Developments
The economic turmoil that began in the middle of 2007 and continued through 2008 and 2009 has now
settled into a slow economic recovery in 2010 and 2011. At this time the recovery has somewhat
uncertain prospects. This has been accompanied by dramatic changes in the competitive landscape of
the financial services industry and a wholesale reformation of the legislative and regulatory
landscape with the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act
(Dodd-Frank), which was signed into law by President Obama on July 21, 2010.
Dodd-Frank is extensive, complex and comprehensive legislation that impacts many aspects of banking
organizations. Dodd-Frank is likely to negatively impact the Corporations revenue and increase
both the direct and indirect costs of doing business, as it includes provisions that could increase
regulatory fees and deposit insurance assessments and impose heightened capital standards, while at
the same time impacting the nature and costs of the Corporations businesses. On July 21, 2011,
the OTS, which was our primary regulator, ceased operations pursuant to the provisions of the
Dodd-Frank Act. As of July 21, 2011, regulation of the Bank was assumed by the Office of the
Comptroller of the Currency (OCC), and the Federal Reserve became the primary regulator for the
Corporation. The full impact of the change in regulators on our operations will not be known for
some time. The Federal Reserve and the OCC are now responsible for the administration of the Cease
and Desist Order.
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Table of Contents
Financial Highlights
Highlights for the first quarter ended June 30, 2011 include:
| Diluted (loss) per common share decreased to $(0.38) for the quarter ended June 30, 2011 compared to $(0.73) per share for the quarter ended June 30, 2010; | ||
| The net interest margin increased to 2.77% for the quarter ended June 30, 2011 compared to 1.86% for the quarter ended June 30, 2010; | ||
| Loans receivable decreased $120.6 million, or 4.8%, since March 31, 2011 primarily due to scheduled pay-offs and amortization and the transfer of $23.3 million to foreclosed properties; | ||
| Deposits and related accrued interest payable decreased $57.7 million, or 2.1%, since March 31, 2011; | ||
| Book value per common share was $(5.30) at June 30, 2011 compared to $(5.68) at March 31, 2011 and $(3.32) at June 30, 2010; | ||
| Total non-performing assets (consisting of loans past due more than ninety days, loans past due less than ninety days but placed on non-accrual status due to anticipated probable loss, non-accrual troubled debt restructurings and foreclosed properties and repossessed assets) decreased $21.8 million, or 5.5%, to $375.2 million at June 30, 2011 from $397.0 million at March 31, 2011; | ||
| Total non-performing loans (consisting of loans past due more than 90 days, loans less than 90 days delinquent but placed on non-accrual status due to anticipated probable loss and non-accrual troubled debt restructurings) decreased $20.6 million, or 6.7% to $285.7 million at June 30, 2011 from $306.3 million at March 31, 2011; | ||
| Provision for credit losses decreased $5.4 million, or 61.0%, to $3.5 million for the three months ended June 30, 2011 from $8.9 million for the three months ended June 30, 2010; and | ||
| Delinquencies (loans past due 30 days or more) decreased $12.8 million or 4.1%, to $302.2 million at June 30, 2011 from $315.0 million at March 31, 2011. |
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Selected quarterly data are set forth in the following tables.
Three Months Ended | ||||||||||||||||
(Dollars in thousands except per share amounts) | 6/30/2011 | 3/31/2011 | 12/31/2010 | 9/30/2010 | ||||||||||||
Operations Data: |
||||||||||||||||
Net interest income |
$ | 21,520 | $ | 21,460 | $ | 22,314 | $ | 22,418 | ||||||||
Provision for credit losses |
3,482 | 10,178 | 21,412 | 10,674 | ||||||||||||
Net gain on sale of loans |
1,173 | 1,600 | 5,601 | 9,216 | ||||||||||||
Net gain on sale of investment securities |
1,136 | 709 | 1,187 | 6,653 | ||||||||||||
Net gain on sale of branches |
| 2 | 100 | 2,318 | ||||||||||||
Other non-interest income |
5,618 | 4,479 | 4,798 | 5,533 | ||||||||||||
Non-interest expense |
30,710 | 36,305 | 24,647 | 34,112 | ||||||||||||
Income (loss) before income tax expense (benefit) |
(4,745 | ) | (18,233 | ) | (12,059 | ) | 1,352 | |||||||||
Income tax expense (benefit) |
10 | 150 | | 14 | ||||||||||||
Net income (loss) |
(4,755 | ) | (18,383 | ) | (12,059 | ) | 1,338 | |||||||||
(Income)
loss attributable to non-controlling interest in real estate partnerships |
| | | | ||||||||||||
Preferred stock dividends in arrears |
(1,536 | ) | (1,503 | ) | (1,494 | ) | (1,352 | ) | ||||||||
Preferred stock discount accretion |
(1,863 | ) | (1,843 | ) | (1,853 | ) | (1,853 | ) | ||||||||
Net loss
available to common equity of Anchor BanCorp |
(8,154 | ) | (21,729 | ) | (15,406 | ) | (1,867 | ) | ||||||||
Selected Financial Ratios (1): |
||||||||||||||||
Yield on earning assets |
4.66 | % | 4.57 | % | 4.66 | % | 4.80 | % | ||||||||
Cost of funds |
1.77 | 1.84 | 2.07 | 2.24 | ||||||||||||
Interest rate spread |
2.89 | 2.73 | 2.59 | 2.56 | ||||||||||||
Net interest margin |
2.77 | 2.63 | 2.51 | 2.45 | ||||||||||||
Return on average assets |
(0.39 | ) | (2.12 | ) | (1.31 | ) | 0.13 | |||||||||
Return on average equity |
N/M | N/M | N/M | 20.30 | ||||||||||||
Average equity to average assets |
(0.32 | ) | (0.15 | ) | 0.41 | 0.63 | ||||||||||
Non-interest expense to average assets |
3.69 | 4.18 | 2.64 | 3.51 | ||||||||||||
Per Share: |
||||||||||||||||
Basic loss per common share |
$ | (0.38 | ) | $ | (1.02 | ) | $ | (0.72 | ) | $ | (0.09 | ) | ||||
Diluted loss per common share |
(0.38 | ) | (1.02 | ) | (0.72 | ) | (0.09 | ) | ||||||||
Dividends per common share |
| | | | ||||||||||||
Book value per common share |
(5.30 | ) | (5.68 | ) | (4.85 | ) | (3.25 | ) | ||||||||
Financial Condition: |
||||||||||||||||
Total assets |
$ | 3,240,867 | $ | 3,394,825 | $ | 3,580,752 | $ | 3,803,853 | ||||||||
Loans receivable, net |
||||||||||||||||
Held for sale |
16,333 | 7,538 | 37,196 | 28,744 | ||||||||||||
Held for investment |
2,390,987 | 2,520,367 | 2,661,991 | 2,839,217 | ||||||||||||
Deposits and accrued interest |
2,649,475 | 2,707,160 | 2,844,325 | 3,027,735 | ||||||||||||
Other borrowed funds |
543,679 | 654,779 | 677,129 | 696,429 | ||||||||||||
Stockholders (deficit) equity |
(4,990 | ) | (13,171 | ) | 4,939 | 39,611 | ||||||||||
Allowance for loan losses |
138,740 | 150,122 | 157,438 | 156,186 | ||||||||||||
Non-performing assets(2) |
375,201 | 396,981 | 403,364 | 410,347 |
(1) | Annualized when appropriate. | |
(2) | Non-performing assets consist of loans past due more than ninety days, loans past due less than ninety days but placed on non-accrual status due to anticipated probable loss, non-accrual troubled debt restructurings and OREO. |
N/M Not meaningful
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Three Months Ended | ||||||||||||||||
(Dollars in thousands except per share amounts) | 6/30/2010 | 3/31/2010 | 12/31/2009 | 9/30/2009 | ||||||||||||
Operations Data: |
||||||||||||||||
Net interest income |
$ | 18,888 | $ | 18,692 | $ | 22,377 | $ | 18,965 | ||||||||
Provision for credit losses |
8,934 | 20,170 | 10,456 | 60,900 | ||||||||||||
Net gain on sale of loans |
1,347 | 3,314 | 2,805 | 1,062 | ||||||||||||
Net gain on sale of investment securities |
112 | 1,699 | 5,783 | 2,108 | ||||||||||||
Net gain on sale of branches |
4,930 | | | | ||||||||||||
Other non-interest income |
7,278 | 5,493 | 7,108 | 7,761 | ||||||||||||
Other non-interest expense |
35,695 | 37,093 | 37,770 | 44,065 | ||||||||||||
Loss before income tax expense (benefit) |
(12,074 | ) | (28,065 | ) | (10,153 | ) | (75,069 | ) | ||||||||
Income tax expense (benefit) |
| (1,503 | ) | 3 | | |||||||||||
Net loss |
(12,074 | ) | (26,562 | ) | (10,156 | ) | (75,069 | ) | ||||||||
(Income) loss attributable to
non-controlling
interest in real estate partnerships |
| | | 85 | ||||||||||||
Preferred stock dividends in arrears |
(1,585 | ) | (1,436 | ) | (1,419 | ) | (1,401 | ) | ||||||||
Preferred stock discount accretion |
(1,863 | ) | (1,843 | ) | (1,853 | ) | (1,853 | ) | ||||||||
Net loss
available to common equity of Anchor BanCorp |
(15,522 | ) | (29,841 | ) | (13,428 | ) | (78,408 | ) | ||||||||
Selected Financial Ratios (1): |
||||||||||||||||
Yield on earning assets |
4.37 | % | 4.56 | % | 4.92 | % | 4.62 | % | ||||||||
Cost of funds |
2.41 | 2.69 | 2.79 | 3.00 | ||||||||||||
Interest rate spread |
1.96 | 1.87 | 2.13 | 1.62 | ||||||||||||
Net interest margin |
1.86 | 1.77 | 2.05 | 1.58 | ||||||||||||
Return on average assets |
(1.13 | ) | (2.40 | ) | (0.89 | ) | (5.97 | ) | ||||||||
Return on average equity |
(184.75 | ) | (232.27 | ) | (64.05 | ) | (242.30 | ) | ||||||||
Average equity to average assets |
0.61 | 1.03 | 1.39 | 2.46 | ||||||||||||
Non-interest expense to average assets |
3.33 | 3.34 | 3.30 | 3.49 | ||||||||||||
Per Share: |
||||||||||||||||
Basic loss per common share |
$ | (0.73 | ) | $ | (1.40 | ) | $ | (0.63 | ) | $ | (3.71 | ) | ||||
Diluted loss per common share |
(0.73 | ) | (1.40 | ) | (0.63 | ) | (3.71 | ) | ||||||||
Dividends per common share |
| | | | ||||||||||||
Book value per common share |
(3.32 | ) | (3.13 | ) | (2.17 | ) | (1.27 | ) | ||||||||
Financial Condition: |
||||||||||||||||
Total assets |
$ | 3,998,929 | $ | 4,416,265 | $ | 4,453,975 | $ | 4,634,619 | ||||||||
Loans receivable, net |
||||||||||||||||
Held for sale |
24,362 | 19,484 | 35,640 | 28,904 | ||||||||||||
Held for investment |
3,040,398 | 3,229,580 | 3,383,246 | 3,506,464 | ||||||||||||
Deposits and accrued interest |
3,225,382 | 3,552,762 | 3,598,185 | 3,739,997 | ||||||||||||
Other borrowed funds |
701,429 | 789,729 | 754,422 | 755,797 | ||||||||||||
Stockholders equity |
38,040 | 42,214 | 62,905 | 82,600 | ||||||||||||
Allowance for loan losses |
166,649 | 179,644 | 164,494 | 170,664 | ||||||||||||
Non-performing assets(2) |
450,010 | 455,372 | 379,526 | 485,020 |
(1) | Annualized when appropriate. | |
(2) | Non-performing assets consist of loans past due more than ninety days, loans past due less than ninety days but placed on non-accrual status due to anticipated probable loss, non-accrual troubled debt restructurings and OREO. |
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RESULTS OF OPERATIONS
Overview
Net loss for the three months ended June 30, 2011 decreased $7.3 million or 60.6% to a net loss of
$4.8 million from a net loss of $12.1 million as compared to the respective period in the prior
year. The decrease in net loss for the three-month period compared to the same period last year was
largely due to a decrease in provision for credit losses of $5.5 million, a decrease in
non-interest expense of $5.0 million and an increase in net interest income of $2.6 million, which
were partially offset by a decrease in non-interest income of $5.7 million.
Net Interest Income
Net interest income increased $2.6 million or 13.9% for the three months ended June 30, 2011, as
compared to the same respective period in the prior year. Interest income decreased $8.3 million
or 18.6% for the three months ended June 30, 2011, as compared to the same period in the prior year
due to a decline in average balances resulting from a reduction in loan balances due to branch
sales, loan pay downs and transfers to OREO. Interest expense decreased $10.9 million or 42.7% for
the three months ended June 30, 2011, as compared to the same period in the prior year due to a
reduction in deposit accounts due to branch sales, reduced funding needs and improved pricing
disciplines. The net interest margin increased to 2.77% for the three-month period ended June 30,
2011 from 1.86% for the three-month period in the prior year. The change in the net interest
margin reflects the decrease in cost of interest-bearing liabilities from 2.41% to 1.77% during the
three months ended June 30, 2010 and 2011, respectively. The interest rate spread increased to
2.89% from 1.96% for the three-month period, as compared to the respective period in the prior
year.
Interest income on loans decreased $8.6 million or 21.1% for the three months ended June 30, 2011,
as compared to the respective period in the prior year. The decrease was primarily attributable to
a decrease in the average balances of loans of $716.0 million to $2.47 billion in the three months
ended June 30, 2011, as compared to $3.18 billion for the same period in the prior year. The
decrease was offset by an increase of 10 basis points in the average yield on loans to 5.21% from
5.11% for the three-month period. The increase in the yield on loans was due to the lower level of
loans on non-accrual status as well as a modest increase in rates on loans.
Interest income on investment securities increased $511,000 or 14.8% for the three-month period
ended June 30, 2011, as compared to the respective period in the prior year, due to the deployment
of excess liquidity into the investment portfolio in 2010. This also resulted in a decrease of 25
basis points in the average yield on investment securities to 3.16% from 3.41% for the three-month
period ended June 30, 2011. In addition, there was an increase of $94.1 million in the three-month
average balances. The increase in investment security balances for the three-month period ending
June 30, 2011 is a result of the Corporations balance sheet strategy of reducing loans and
increasing lower risk-weighted investment securities. Interest income on interest-bearing deposits
decreased $198,000 for the three months ended June 30, 2011, as compared to the respective period
in 2010, primarily due to a decrease in the average balances offset by a slight increase in the
average yields for the three-month period.
Interest expense on deposits decreased $8.5 million or 53.7% and for the three months ended June
30, 2011, as compared to the respective period in 2010. This decrease was primarily due to
improved liquidity management and pricing disciplines which resulted in a decrease of 72 basis
points in the weighted average cost of deposits to 1.09% from 1.81% for the three months ended June
30, 2011, as well as a decrease in the average balance of deposits and accrued interest of $802.4
million, as compared to the respective three-month period in the prior year. Interest expense on
other borrowed funds decreased $2.4 million or 24.8% during the three months ended June 30, 2011,
as compared to the respective period in the prior year. The weighted average cost of other
borrowed funds decreased 41 basis points to 4.85% from 5.26% for the three-month period ended June
30, 2011, as compared to the respective period last year due to an amendment fee which was being
amortized to interest expense in the prior year as well as the maturity of higher rate FHLB
borrowings. For the three- month period ended June 30, 2011, the average balance of other borrowed
funds decreased $135.7 million as compared to the respective period in 2010.
Provision for Credit Losses
Provision for credit losses decreased $5.4 million or 61.0% for the three-month period ended June
30, 2011, as compared to the respective period last year. Through significant efforts in the credit
area to gain a thorough understanding of the risk within the portfolio, management evaluates a
variety of qualitative and quantitative factors
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when determining the adequacy of the allowance for
losses. The provisions were based on managements ongoing
evaluation of asset quality and pursuant to a policy to maintain an allowance for losses at a level
which management believes is adequate to absorb probable and inherent losses on loans as of the
balance sheet date.
Average Interest-Earning Assets, Average Interest-Bearing Liabilities and Interest Rate Spread
The tables on the following page show the Corporations average balances, interest, average rates,
net interest margin and interest rate spread for the periods indicated. The average balances are
derived from average daily balances.
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Three Months Ended June 30, | ||||||||||||||||||||||||
2011 | 2010 | |||||||||||||||||||||||
Average | Average | |||||||||||||||||||||||
Average | Yield/ | Average | Yield/ | |||||||||||||||||||||
Balance | Interest | Cost(1) | Balance | Interest | Cost(1) | |||||||||||||||||||
(Dollars In Thousands) | ||||||||||||||||||||||||
Interest-Earning Assets |
||||||||||||||||||||||||
Mortgage loans |
$ | 1,849,237 | $ | 23,658 | 5.12 | % | $ | 2,360,715 | $ | 29,787 | 5.05 | % | ||||||||||||
Consumer loans |
548,617 | 6,956 | 5.07 | 695,056 | 8,803 | 5.07 | ||||||||||||||||||
Commercial business loans |
69,098 | 1,495 | 8.65 | 127,223 | 2,091 | 6.57 | ||||||||||||||||||
Total loans receivable (2) (3) |
2,466,952 | 32,109 | 5.21 | 3,182,994 | 40,681 | 5.11 | ||||||||||||||||||
Investment securities (4) |
498,615 | 3,942 | 3.16 | 404,497 | 3,445 | 3.41 | ||||||||||||||||||
Interest-bearing deposits |
82,284 | 52 | 0.25 | 419,357 | 250 | 0.24 | ||||||||||||||||||
Federal Home Loan Bank stock |
54,829 | 14 | 0.10 | 54,829 | | 0.00 | ||||||||||||||||||
Total interest-earning assets |
3,102,680 | 36,117 | 4.66 | 4,061,677 | 44,376 | 4.37 | ||||||||||||||||||
Non-interest-earning assets |
225,150 | 230,328 | ||||||||||||||||||||||
Total assets |
$ | 3,327,830 | $ | 4,292,005 | ||||||||||||||||||||
Interest-Bearing Liabilities |
||||||||||||||||||||||||
Demand deposits |
$ | 914,109 | 612 | 0.27 | $ | 961,967 | 1,093 | 0.45 | ||||||||||||||||
Regular passbook savings |
251,892 | 112 | 0.18 | 258,386 | 159 | 0.25 | ||||||||||||||||||
Certificates of deposit |
1,524,719 | 6,603 | 1.73 | 2,272,748 | 14,563 | 2.56 | ||||||||||||||||||
Total deposits |
2,690,720 | 7,327 | 1.09 | 3,493,101 | 15,815 | 1.81 | ||||||||||||||||||
Other borrowed funds |
599,565 | 7,270 | 4.85 | 735,216 | 9,673 | 5.26 | ||||||||||||||||||
Total interest-bearing liabilities |
3,290,285 | 14,597 | 1.77 | 4,228,317 | 25,488 | 2.41 | ||||||||||||||||||
Non-interest-bearing liabilities |
48,357 | 37,373 | ||||||||||||||||||||||
Total liabilities |
3,338,642 | 4,265,690 | ||||||||||||||||||||||
Stockholders (deficit) equity |
(10,812 | ) | 26,315 | |||||||||||||||||||||
Total liabilities and stockholders (deficit) equity |
$ | 3,327,830 | $ | 4,292,005 | ||||||||||||||||||||
Net interest income/interest rate spread (5) |
$ | 21,520 | 2.89 | % | $ | 18,888 | 1.96 | % | ||||||||||||||||
Net interest-earning assets |
$ | (187,605 | ) | $ | (166,640 | ) | ||||||||||||||||||
Net interest margin (6) |
2.77 | % | 1.86 | % | ||||||||||||||||||||
Ratio of average interest-earning assets
to average interest-bearing liabilities |
0.94 | 0.96 | ||||||||||||||||||||||
(1) | Annualized | |
(2) | For the purpose of these computations, non-accrual loans are included in the daily average loan amounts outstanding. | |
(3) | Interest earned on loans includes loan fees (which are not material in amount) and interest income which has been received from borrowers whose loans were removed from non-accrual status during the period indicated. | |
(4) | Average balances of securities available-for-sale are based on amortized cost. | |
(5) | Interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities and is represented on a fully tax equivalent basis. | |
(6) | Net interest margin represents net interest income as a percentage of average interest-earning assets. |
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Non-Interest Income
Non-interest income decreased $5.8 million or 42.0% to $7.9 million for the three months ended June
30, 2011 as compared to $13.7 million for the respective period in 2010. The decrease for the
three-month period ended June 30, 2011 was primarily due to a $4.9 million gain on sale of branches
in the prior year. In addition, service charges on deposits decreased $959,000 due to less fee
income being collected as the result of a decline in deposits, loan servicing income decreased
$385,000 due to increased amortization of mortgage servicing rights in the current period, other
revenue from real estate operations decreased $348,000, credit enhancement income decreased
$207,000 and gain on sale of loans decreased $174,000 for the three-month period ended June 30,
2011, as compared to the respective period in the prior year. These decreases were partially offset
by an increase in net gain on sale of investment securities of $1.0 million, an increase in other
non-interest income of $131,000 and an increase in investment and insurance commissions of $81,000
for the three month period ended June 30, 2011, as compared to the prior year.
Non-Interest Expense
Non-interest expense decreased $5.0 million or 14.0% to $30.7 million for the three months ended
June 30, 2011 as compared to $35.7 million for the respective period in 2010. The decrease for the
three-month period was primarily due to a decrease of $2.1 million in federal deposit insurance
premiums due to a more favorable FDIC risk rating. In addition, compensation expense decreased
$1.6 million due to branch sales and down-sizing, other professional fees decreased $1.2 million,
legal services decreased $1.2 million, other expenses from real estate operations decreased
$460,000, occupancy expense decreased $387,000, furniture and equipment expense decreased $218,000
and data processing expense decreased $189,000 for the three months ended June 30, 2011, as
compared to the same period in the prior year. These decreases were partially offset by an
increase in net expense of foreclosed properties and repossessed assets of $2.0 million due to an
increase in foreclosures and an increase in other non-interest expense of $428,000 for the three
months ended June 30, 2011, as compared to the same period in the prior year.
Income Taxes
Income tax expense includes $10,000 of franchise taxes for the three month period ended June 30,
2011. The effective tax rate was 0.21% for the three-month period ended June 30, 2011 and 0% for
the three months ended June 30, 2010. A full valuation allowance has been recorded on the net
deferred tax asset due to the uncertainty of the Corporations ability to create sufficient taxable
income to fully utilize it.
FINANCIAL CONDITION
During the three months ended June 30, 2011, the Corporations assets decreased by $154.0 million
from $3.39 billion at March 31, 2011 to $3.24 billion at June 30, 2011. The majority of this
decrease was attributable to a decrease of $120.6 million in loans receivable as well as a decrease
of $52.5 million in investment securities available for sale, which were partially offset by a
$21.7 million increase in cash and cash equivalents.
Total loans (including loans held for sale) decreased $120.6 million during the three months ended
June 30, 2011. Activity for the period consisted of (i) sales of one to four family loans to the
Fannie Mae of $72.9 million, (ii) principal repayments and other adjustments (the majority of which
are undisbursed loan proceeds) of $145.4 million, (iii) transfer to foreclosed properties and
repossessed assets of $23.3 million and (iv) originations and refinances of $121.0 million.
Investment securities (both available for sale and held to maturity) decreased $52.5 million during
the three months ended June 30, 2011 as a result of sales and maturities of $55.8 million,
principal repayments of $10.4 million and fair value adjustments and net amortization of $13.6
million in this period.
Investment securities are subject to inherent risks based upon the future performance of the
underlying collateral (i.e., mortgage loans) for these securities. Among these risks are
prepayment risk, interest rate risk and credit risk. Should general interest rate levels decline,
the mortgage-related securities portfolio would be subject to (i) prepayments as borrowers
typically would seek to obtain financing at lower rates, (ii) a decline in interest income received
on adjustable-rate mortgage-related securities, and (iii) an increase in fair value of fixed-rate
mortgage-related securities. Conversely, should general interest rate levels increase, the
mortgage-related securities portfolio
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would be subject to (i) a longer term to maturity as borrowers would be less likely to prepay their loans, (ii) an
increase in interest income received on adjustable-rate mortgage-related securities, (iii) a
decline in fair value of fixed-rate mortgage-related securities, (iv) a decline in fair value of
adjustable-rate mortgage-related securities to an extent dependent upon the level of interest rate
increases, the time period to the next interest rate repricing date for the individual security and
the applicable periodic (annual and/or lifetime) cap which could limit the degree to which the
individual security could reprice within a given time period, and (v) should default rates and loss
severities increase on the underlying collateral of mortgage-related securities, the Corporation
may experience credit losses that need to be recognized in earnings as an other-than-temporary
impairment.
Federal Home Loan Bank (FHLB) stock remained constant during the three months ended June 30,
2011. The investment in the stock of the FHLB Chicago is considered a long term investment.
Accordingly, when evaluating for impairment, the value of the FHLB stock is determined based on the
ultimate recovery of the par value rather than recognizing temporary declines in value. The
decision of whether impairment exists is a matter of judgment that reflects factors such as its
operating performance, the severity and duration of the declines in the market value of its net
assets relative to its capital levels, its commitment to make payments in relation to its operating
performance, the impact of legislative and regulation changes on the FHLB Chicago and accordingly,
on the members of FHLB Chicago, and its liquidity and funding position. Although the FHLB Chicago
was placed under a Cease and Desist Order and suspended dividends in 2007, the FHLB Chicago
continues to issue new capital stock at par value, reported earnings in 2010, and reported that it
is in compliance with regulatory capital requirements. FHLB restored paying a dividend in February
2011. The Bank has concluded that its investment in the stock of FHLB Chicago was not impaired at
June 30, 2011.
Foreclosed properties and repossessed assets decreased $1.2 million to $89.5 million at June 30,
2011 from $90.7 million at March 31, 2011 due to (i) sales of $24.2 million and (ii) additional
write downs of various properties of $279,000. These decreases were partially offset by transfers
in from the loan portfolio of $23.3 million.
Net deferred tax assets were zero at June 30, 2011 and March 31, 2011 due to a valuation allowance
on the entire balance. The valuation allowance is necessary as the recovery of the net deferred
asset is not more likely than not. It is uncertain if the Corporation can generate sufficient
taxable income in the near future.
Total liabilities decreased $162.1 million during the three months ended June 30, 2011. This
decrease was largely due to a $111.1 million decrease in other borrowed funds due to the payoff of
FHLB advances and a $57.7 million decrease in deposits and accrued interest due to deposit runoff
offset by a $6.6 million increase in other liabilities due to an increase in accrued interest.
Brokered deposits totaled $40.2 million or approximately 1.5% of total deposits at June 30, 2011
and $48.1 million or approximately 1.6% of total deposits at March 31, 2011, and primarily mature
within one to five years.
Stockholders equity increased $8.2 million during the three months ended June 30, 2011 as a net
result of comprehensive income of $8.2 million.
REGULATORY DEVELOPMENTS
Temporary Liquidity Guarantee Program
In October 2008, the Secretary of the United States Department of the Treasury (Treasury) invoked
the systemic risk exception of the FDIC Improvement Act of 1991 and the FDIC announced the
Temporary Liquidity Guarantee Program (the TLGP). The TLGP provides a guarantee, through the
earlier of maturity or June 30, 2012, of certain senior unsecured debt issued by participating
Eligible Entities (including the Corporation) between October 14, 2008 and October 31, 2009. The
maximum amount of FDIC-guaranteed debt a participating Eligible Entity (including the Corporation)
may have outstanding is 125% of the entitys senior unsecured debt that was outstanding as of
September 30, 2008 that was scheduled to mature on or before October 31, 2009. The ability of
Eligible Entities (including the Corporation) to issue guaranteed debt under the TLGP expired on
October 31, 2009. As of October 31, 2009, the Corporation had no senior unsecured debt outstanding
under the TLGP. The Corporation and the Bank signed a master agreement with the FDIC on December
5, 2008 for issuance of bonds under the program. The Corporation does not have any unsecured debt,
thus must file for an exemption to be able to issue bonds under this
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program. The Bank is eligible
to issue up to $88.0 million as of June 30, 2011. As of June 30, 2011, the Bank had $60.0 million
of bonds issued.
Another aspect of the TLGP, also established by the FDIC in October 2008, is the transaction
account guarantee program (TAG Program) under which the FDIC fully guaranteed all
non-interest-bearing transaction accounts until December 31, 2009, for FDIC-insured institutions
that agreed to participate in the program. The TAG Program applies to all personal and business
checking deposit accounts that do not earn interest at participating institutions. The TAG Program
was subsequently extended, until December 31, 2010, with an assessment of between 15 and 25 basis
points after January 1, 2010. The assessment depends upon an institutions risk profile and is
assessed quarterly on balances in noninterest-bearing transaction accounts that exceed the existing
deposit insurance limit of $250,000 for insured depository institutions that have not opted out of
this component of the TLGP. The Corporation opted to participate in this component of the TLPG.
The Dodd-Frank Act has extended unlimited deposit insurance to non-interest-bearing transaction
accounts until December 31, 2012.
Emergency Economic Stabilization Act of 2008
On October 3, 2008, President Bush signed into law the Emergency Economic Stabilization Act of 2008
(EESA), giving Treasury authority to take certain actions to restore liquidity and stability to
the U.S. banking markets. Based upon its authority in the EESA, a number of programs to implement
EESA have been announced. Those programs include the following:
| Capital Purchase Program (CPP). Pursuant to this program, Treasury, on behalf of the US government, purchased preferred stock, along with warrants to purchase common stock, from certain financial institutions, including bank holding companies, savings and loan holding companies and banks or savings associations not controlled by a holding company. The investment has a dividend rate of 5% per year, until the fifth anniversary of Treasurys investment and a dividend of 9% thereafter. During the time Treasury holds securities issued pursuant to this program, participating financial institutions will be required to comply with certain provisions regarding executive compensation and corporate governance. Participation in CPP also imposes certain restrictions upon an institutions dividends to common shareholders and stock repurchase activities. The Corporation elected to participate in the CPP and received $110 million pursuant to the program. | ||
| Temporary Liquidity Guarantee Program (TLGP). TLGP includes both (i) a debt guarantee component, whereby the FDIC will guarantee until June 30, 2012, the senior unsecured debt issued by eligible financial institutions between October 14, 2008 and October 31, 2009; and (ii) an account transaction guarantee component, whereby the FDIC will insure 100% of non-interest bearing deposit transaction accounts held at eligible financial institutions, such as payment processing accounts, payroll accounts and working capital accounts through December 31, 2009. The deadline for opting out of TLGP was December 5, 2008. The Corporation elected not to opt out of TLGP. | ||
| Temporary increase in deposit insurance coverage. Pursuant to the EESA, the FDIC temporarily raised the basic limit on federal deposit insurance coverage from $100,000 to $250,000 per depositor. The EESA provides that the basic deposit insurance limit will return to $100,000 after December 31, 2013. The Dodd-Frank Act has made the $250,000 maximum permanent. |
The American Recovery and Reinvestment Act of 2009
On February 17, 2009, the American Recovery and Reinvestment Act of 2009 (ARRA) was signed into
law. Included among the many provisions in ARRA are restrictions affecting financial institutions
who are participants in CPP. ARRA provides that during the period in which any obligation under
CPP remains outstanding (other than obligations relating to outstanding warrants), CPP recipients
are subject to appropriate standards for executive compensation and corporate governance which were
set forth in an interim final rule regarding standards for Compensation and Corporate Governance,
issued by Treasury and effective on June 15, 2009 (the Interim Final Rule). Among the executive
compensation and corporate governance provisions included in ARRA and the Interim Final Rule are
the following:
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an incentive compensation clawback provision to cover senior executive officers (defined
in this instance and below to mean the named executive officers for whom compensation disclosure
is provided in the Corporations proxy statement) and the next twenty most highly compensated
employees;
a prohibition on certain golden parachute payments to cover any payment related to a
departure for any reason (with limited exceptions) made to any senior executive officer (as defined
above) and the next five most highly compensated employees;
a limitation on incentive compensation paid or accrued to the five most highly compensated
employees of the financial institution, subject to limited exceptions for pre-existing arrangements
set forth in written employment contracts executed on or prior to February 11, 2009, and certain
awards of restricted stock which may not exceed 1/3 of annual compensation, are subject to a two
year holding period and cannot be transferred until Treasurys preferred stock is redeemed in full;
a requirement that the Corporations chief executive officer and chief financial officer
provide in annual securities filings, a written certification of compliance with the executive
compensation and corporate governance provisions of the Interim Final Rule;
an obligation for the compensation committee of the board of directors to evaluate with the
Corporations chief risk officer certain compensation plans to ensure that such plans do not
encourage unnecessary or excessive risks or the manipulation of reported earnings;
a requirement that companies adopt a Corporation-wide policy regarding excessive or luxury
expenditures; and
a requirement that companies permit a separate, non-binding shareholder vote to approve the
compensation of executives.
ARRA also empowers Treasury with the authority to review bonus, retention, and other compensation
paid to senior executive officers that have received CPP assistance to determine if the
compensation was inconsistent with the purposes of ARRA or CPP, or otherwise contrary to the public
interest and, if so, seek to negotiate reimbursements. The provision of ARRA will apply to the
Corporation until it has redeemed the securities sold to Treasury under the CPP.
In addition, companies who have issued preferred stock to Treasury under CPP are now permitted to
redeem such investments at any time, subject to consultation with banking regulators. Upon such
redemption, the warrants may be immediately liquidated by Treasury.
Dodd-Frank Act
On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the Dodd-Frank Act), which significantly changes the regulation of financial
institutions and the financial services industry. The Dodd-Frank Act includes provisions affecting
large and small financial institutions alike, including several provisions that will profoundly
affect how community banks, thrifts, and smaller bank and thrift holding companies, such as the
Corporation, will be regulated in the future. Among other things, these provisions abolish the OTS
and transfer its functions to the other federal banking agencies, relax rules regarding interstate
branching, allow financial institutions to pay interest on business checking accounts, change the
scope of federal deposit insurance coverage, and impose new capital requirements on bank and thrift
holding companies. The Dodd-Frank Act also establishes the Bureau of Consumer Financial Protection
as an independent entity within the Federal Reserve, which will be given the authority to
promulgate consumer protection regulations applicable to all entities offering consumer financial
services or products, including banks. Additionally, the Dodd-Frank Act includes a series of
provisions covering mortgage loan origination standards affecting, among other things, originator
compensation, minimum repayment standards, and pre-payments. The Dodd-Frank Act contains numerous
other provisions affecting financial institutions of all types, many of which may have an impact on
the operating environment of the Corporation in substantial and unpredictable ways. Consequently,
the Dodd-Frank Act is likely to affect our cost of doing business, it may limit or expand our
permissible activities, and it may affect the
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competitive balance within the financial services
industry and market areas. The nature and extent of future legislative and regulatory changes
affecting financial institutions, including as a result of the Dodd-Frank Act, is very
unpredictable at this time. The Corporations management is actively reviewing the provisions of
the Dodd-Frank Act, many of which are phased-in over the next several months and years, and
assessing its probable impact on the business, financial condition, and results of operations of the Corporation. However, the
ultimate effect of the Dodd-Frank Act on the financial services industry in general, and the
Corporation in particular, is uncertain at this time. On July 21, 2011, the OTS, which was our
primary regulator, ceased operations pursuant to the provisions of the Dodd-Frank Act. As of July
21, 2011, regulation of the Bank was assumed by the Office of the Comptroller of the Currency, and
the Federal Reserve became the primary regulator for the Corporation. The full impact of the
change in regulators on our operations will not be known for some time.
OTS Order to Cease and Desist
On June 26, 2009, the Corporation and the Bank each consented to the issuance of an Order to Cease
and Desist (the Corporation Order and the Bank Order, respectively, and together, the Orders)
by the OTS. As of July 21, 2011, the Cease and Desist Order is now administered by the OCC with
respect to the Bank and the Federal Reserve with respect to the Corporation.
The Corporation Order requires that the Corporation notify, and in certain cases receive the
permission of, the OTS prior to: (i) declaring, making or paying any dividends or other capital
distributions on its capital stock, including the repurchase or redemption of its capital stock;
(ii) incurring, issuing, renewing or rolling over any debt, increasing any current lines of credit
or guaranteeing the debt of any entity; (iii) making certain changes to its directors or senior
executive officers; (iv) entering into, renewing, extending or revising any contractual arrangement
related to compensation or benefits with any of its directors or senior executive officers; and (v)
making any golden parachute payments or prohibited indemnification payments. The Corporations
board was also required to develop and submit to the OTS a three-year cash flow plan by July 31,
2009, which must be reviewed at least quarterly by the Corporations management and board for
material deviations between the cash flow plans projections and actual results (the Variance
Analysis Report). Lastly, within thirty days following the end of each quarter, the Corporation is
required to provide the OTS its Variance Analysis Report for that quarter. The Corporation has
complied with each of these requirements as of June 30, 2011.
The Bank Order requires that the Bank notify, or in certain cases receive the permission of, the
OTS prior to (i) increasing its total assets in any quarter in excess of an amount equal to net
interest credited on deposit liabilities during the quarter; (ii) accepting, rolling over or
renewing any brokered deposits; (iii) making certain changes to its directors or senior executive
officers; (iv) entering into, renewing, extending or revising any contractual arrangement related
to compensation or benefits with any of its directors or senior executive officers; (v) making any
golden parachute or prohibited indemnification payments; (vi) paying dividends or making other
capital distributions on its capital stock; (vii) entering into certain transactions with
affiliates; and (viii) entering into third-party contracts outside the normal course of business.
The Orders also required that the Bank meet and maintain both a core capital ratio equal to or
greater than 8 percent and a total risk-based capital ratio equal to or greater than 12 percent.
The Bank must also submit, and has submitted, to the OTS, within prescribed time periods, a written
capital contingency plan, a problem asset plan, a revised business plan, and an implementation plan
resulting from a review of commercial lending practices. The Orders also required the Bank to
review its current liquidity management policy and the adequacy of its allowance for loan and lease
losses.
At March 31, 2011 and June 30, 2011the Bank had a core capital ratio of 4.26% and 4.44%,
respectively, and a total risk-based capital ratio of 8.04% and 8.32%, respectively, each below the
required capital ratios set forth above. All customer deposits remain fully insured to the highest
limits set by the FDIC.
The description of each of the Orders and the corresponding Stipulation and Consent to Issuance of
Order to Cease and Desist were previously filed attached as Exhibits to the Corporations Annual
Report on Form 10-K for the fiscal year ended March 31, 2009.
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Capital Restoration Plan
In August, 2010, the Bank received conditional approval of its Capital Restoration Plan (the
Plan) from the OTS. In conjunction with this approval, the Board of Directors of the Corporation
executed a Stipulation and Consent to a Prompt Corrective Action Directive (the Directive) dated August 31, 2010, with the OTS. The Plan
included two sets of assumptions for continuing to improve the Banks capital levels, one based on
obtaining capital from an outside source and one which reflects the results of the Banks ongoing
initiatives in the absence of an external capital infusion. An essential element for the
conditional approval of the Plan was the Banks ability to attain adequately capitalized (8.0% or
greater Total Risk Based Capital) status as of July 31, 2010. Based on the Banks internal
financial reporting, a Total Risk Based Capital level of 8.05% was achieved as of July 31, 2010. As
of June 30, 2011, Total Risk-Based capital was 8.32%.
In addition to requiring compliance with the Plan, the Directive imposes certain other operating
requirements and restrictions, most of which were also part of the voluntary Orders entered into
with the OTS in June 2009.
RISK MANAGEMENT
The Bank encounters risk as part of the normal course of our business and designs risk management
processes to help manage these risks. This Risk Management section describes the Banks risk
management philosophy, principles, governance and various aspects of its risk management program.
Risk Management Philosophy
The Banks risk management philosophy is to manage to an overall level of risk while still allowing
it to capture opportunities and optimize shareholder value. However, due to the overall state of
the economy and the elevated risk in the loan portfolio, its risk profile does not currently meet
our desired risk level. The Bank is working toward reducing the overall risk level to a more
desired risk profile.
Risk Management Principles
Risk management is not about eliminating risks, but about identifying and accepting risks and then
working to effectively manage them so as to optimize shareholder value. It includes, but is not
limited to the following:
| Taking only risks consistent with the Banks strategy and within its capability to manage, | ||
| Ensuring strong underwriting and credit risk management practices, | ||
| Practicing disciplined capital and liquidity management, | ||
| Helping ensure that risks and earnings volatility are appropriately understood and measured, | ||
| Avoiding excessive concentrations, and | ||
| Helping support external stakeholder confidence. |
Although the Board as a whole is responsible primarily for oversight of risk management, committees
of the Board may provide oversight to specific areas of risk with respect to the level of risk and
risk management structure. The Bank uses management level risk committees to help ensure that
business decisions are executed within our desired risk profile. Management provides oversight for
the establishment and implementation of new risk management initiatives, review risk profiles and
discuss key risk issues. In 2009, the Bank hired a new Chief Risk Officer in charge of overseeing
credit risk management. Our internal audit department performs an independent assessment of the
internal control environment and plays a critical role in risk management, testing the operation of
the internal control system and reporting findings to management and to the Audit Committee of the
Board.
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Credit
Risk Management
Credit risk represents the possibility that a customer, counterparty or issuer may not perform in
accordance with contractual terms. Credit risk is inherent in the financial services business and
results from extending credit to customers, purchasing investment securities and entering into
certain guarantee contracts. Credit risk is one of the most significant risks facing the Bank.
In addition to credit policies and procedures and setting portfolio objectives for the level of
credit risk, the Bank has established guidelines for problem loans, acceptable levels of total
borrower exposure and other credit measures. In 2011 and fiscal year-to-date 2012, management has
continued to focus on loss mitigation and maximization of recoveries in the Banks non-performing
assets portfolios. Over time, the Bank will return to management of portfolio returns through
discrete portfolio investments within approved risk tolerances.
The Bank seeks to achieve credit portfolio objectives by maintaining a customer base that is
diverse in borrower exposure and industry types. Corporate Credit personnel are responsible for
loan underwriting and approval processes to help ensure that newly approved loans meet policy and
portfolio objectives.
The Risk Management group is responsible for monitoring credit risk. Internal Audit also provides
an independent assessment of the effectiveness of the credit risk management process. The Bank also
manages credit risk in accordance with regulatory guidance.
Non-Performing Loans
The composition of non-performing loans is summarized as follows for the dates indicated:
June 30, 2011 | March 31, 2011 | |||||||||||||||||||||||
Percent of | Percent of | |||||||||||||||||||||||
Non- | Non- | |||||||||||||||||||||||
Non- | Performing | Percent of | Non- | Performing | Percent of | |||||||||||||||||||
Performing | Loans | Total Loans | Performing | Loans | Total Loans | |||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||
Residential |
$ | 55,674 | 19.5 | % | 2.19 | % | $ | 63,746 | 20.8 | % | 2.38 | % | ||||||||||||
Commercial and Industrial |
15,574 | 5.5 | % | 0.61 | % | 18,241 | 6.0 | % | 0.68 | % | ||||||||||||||
Land and Construction |
56,424 | 19.7 | % | 2.22 | % | 67,472 | 22.0 | % | 2.51 | % | ||||||||||||||
Multi-Family |
40,805 | 14.3 | % | 1.60 | % | 39,412 | 12.9 | % | 1.47 | % | ||||||||||||||
Retail/Office |
47,693 | 16.7 | % | 1.87 | % | 54,256 | 17.7 | % | 2.02 | % | ||||||||||||||
Other Commercial Real Estate |
37,428 | 13.1 | % | 1.47 | % | 31,488 | 10.3 | % | 1.17 | % | ||||||||||||||
Education |
25,549 | 8.9 | % | 1.00 | % | 24,360 | 8.0 | % | 0.91 | % | ||||||||||||||
Other Consumer |
6,563 | 2.3 | % | 0.26 | % | 7,299 | 2.4 | % | 0.27 | % | ||||||||||||||
Total Non-Performing Loans |
$ | 285,710 | 100.0 | % | 11.22 | % | $ | 306,274 | 100.0 | % | 11.42 | % | ||||||||||||
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The following is a summary of non-performing loan activity for the three months ended June 30,
2011 (in thousands):
Non-performing | Transferred | Non-performing | Remaining | |||||||||||||||||||||||||||||||||
loan balance | To ccrual | Transferred | loan balance | balance of | ALLL | |||||||||||||||||||||||||||||||
Loan Category | April 1, 2011 | Additions | Status | to OREO | Paid Down | Charged Off | June 30, 2011 | loans | Allocated | |||||||||||||||||||||||||||
Residential |
$ | 63,746 | $ | 4,185 | $ | (2,153 | ) | $ | (6,679 | ) | $ | (2,168 | ) | $ | (1,257 | ) | $ | 55,674 | $ | 576,098 | $ | 19,626 | ||||||||||||||
Commercial and
Industrial |
18,241 | 1,258 | (154 | ) | (1,306 | ) | (686 | ) | (1,779 | ) | 15,574 | 58,751 | 17,465 | |||||||||||||||||||||||
Land and Construction |
67,472 | 88 | (41 | ) | (4,328 | ) | (1,231 | ) | (5,536 | ) | 56,424 | 176,082 | 22,041 | |||||||||||||||||||||||
Multi-Family |
39,412 | 7,984 | (171 | ) | (5,662 | ) | (246 | ) | (512 | ) | 40,805 | 352,763 | 19,430 | |||||||||||||||||||||||
Retail/Office |
54,256 | 5,297 | (146 | ) | (2,318 | ) | (5,246 | ) | (4,150 | ) | 47,693 | 347,597 | 35,367 | |||||||||||||||||||||||
Other Commercial
Real Estate |
31,488 | 10,568 | (272 | ) | (2,158 | ) | (1,471 | ) | (727 | ) | 37,428 | 235,614 | 21,182 | |||||||||||||||||||||||
Education |
24,360 | 1,331 | | | (142 | ) | | 25,549 | 243,067 | 325 | ||||||||||||||||||||||||||
Other Consumer |
7,299 | 827 | (885 | ) | (102 | ) | (126 | ) | (450 | ) | 6,563 | 268,932 | 3,304 | |||||||||||||||||||||||
Total |
$ | 306,274 | $ | 31,538 | $ | (3,822 | ) | $ | (22,553 | ) | $ | (11,316 | ) | $ | (14,411 | ) | $ | 285,710 | $ | 2,258,904 | $ | 138,740 | ||||||||||||||
Non-performing loans (consisting of loans past due more than 90 days, loans less than 90 days
delinquent but placed on non-accrual status due to anticipated probable loss and non-accrual
troubled debt restructurings) decreased $20.6 million during the three months ended June 30, 2011.
Non-performing assets decreased $21.8 million to $375.2 million at June 30, 2011 from $397.0
million at March 31, 2011 and decreased as a percentage of total assets to 11.58% from 11.69% at
such dates, respectively.
The interest income that would have been recorded during the three months ended June 30, 2011 if
the Banks non-performing loans at the end of the period had been current in accordance with their
terms during the period was $465,000.
Non-Performing Assets
The composition of non-performing assets is summarized as follows for the dates indicated:
At June 30, | At March 31, | |||||||
2011 | 2011 | |||||||
(Dollars in thousands) | ||||||||
Total non-accrual loans |
$ | 261,308 | $ | 289,012 | ||||
Troubled debt restructurings non-accrual (2) |
24,402 | 17,262 | ||||||
Other real estate owned (OREO) |
89,491 | 90,707 | ||||||
Total non-performing assets |
$ | 375,201 | $ | 396,981 | ||||
Total non-performing loans to total loans (1) |
11.23 | % | 11.42 | % | ||||
Total non-performing assets to total assets |
11.58 | 11.69 | ||||||
Allowance for loan losses to total loans (1) |
5.45 | 5.60 | ||||||
Allowance for loan losses to total non-performing loans |
48.56 | 49.02 | ||||||
Allowance for loan and foreclosure losses to total
non-performing assets |
42.54 | 42.85 |
(1) | Total loans are gross loans receivable before the reduction for loans in process, unearned interest and loan fees and the allowance from loans losses. | |
(2) | Troubled debt restructurings non-accrual represent non-accrual loans that were modified in a troubled debt restructuring less than six months prior to the period end date or have not performed in accordance with the modified terms for at least six months. |
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Loans modified in a troubled debt restructuring due to rate or term concessions that are currently
on non-accrual status will remain on non-accrual status for a period of at least six months. If
after six months, or a period sufficient to demonstrate the willingness and ability of the borrower
to perform under the modified terms, the borrower has made payments in accordance with the modified
terms, the loan is returned to accrual status but retains its status as a troubled debt
restructuring. The designation as a troubled debt restructuring is removed in years after the
restructuring if both of the following conditions exist: (a) the restructuring agreement specifies
an interest rate equal to or greater than the rate that the creditor was willing to accept at the
time of restructuring for a new loan with comparable risk and (b) the loan is not impaired based on
the terms specified by the restructuring agreement.
The increase in loans considered troubled debt restructurings non-accrual of $7.1 million to
$24.4 million at June 30, 2011, from $17.3 million at March 31, 2011 is a result of one significant
loan relationship whose payment history required a move into non-accrual status. As time passes
and borrowers continue to perform in accordance with the restructured loan terms, management
expects a portion of this balance to be returned to accrual status.
The following is a summary of non-performing asset activity for the three months ended June 30,
2011 (in thousands):
Past due 90 days | ||||||||||||||||||||
and Still | Total Non- | Other Real | Total Non- | |||||||||||||||||
Accruing | performing | Estate Owned | performing | |||||||||||||||||
Non-accrual | Interest | Loans | (OREO) | Assets | ||||||||||||||||
Balance at April 1, 2011 |
$ | 306,274 | $ | | $ | 306,274 | $ | 90,707 | $ | 396,981 | ||||||||||
Additions |
31,538 | | 31,538 | 699 | 32,237 | |||||||||||||||
Transfers: |
| |||||||||||||||||||
Nonaccrual to OREO |
(22,553 | ) | | (22,553 | ) | 22,553 | | |||||||||||||
Returned to accrual status |
(3,822 | ) | | (3,822 | ) | | (3,822 | ) | ||||||||||||
Sales |
| | | (24,189 | ) | (24,189 | ) | |||||||||||||
Loan charge-offs/OREO losses on
sale or net additional write-down |
(14,411 | ) | | (14,411 | ) | (279 | ) | (14,690 | ) | |||||||||||
Payments |
(11,316 | ) | | (11,316 | ) | | (11,316 | ) | ||||||||||||
Balance at June 30, 2011 |
$ | 285,710 | $ | | $ | 285,710 | $ | 89,491 | $ | 375,201 | ||||||||||
Loan Delinquencies Less than 90 Days
The following table sets forth information relating to the Corporations past due loans that were
less than 90 days delinquent at the dates indicated.
June 30, 2011 | March 31, 2011 | |||||||||||||||
% of | % of | |||||||||||||||
Total | Total | |||||||||||||||
Days Past Due | Balance | Loans | Balance | Loans | ||||||||||||
30 to 59 days |
$ | 39,875 | 1.57 | % | $ | 46,244 | 1.72 | % | ||||||||
60 to 89 days |
28,790 | 1.13 | 30,479 | 1.14 | ||||||||||||
90 days and over |
233,505 | 9.18 | 238,256 | 8.88 | ||||||||||||
Total |
$ | 302,170 | 11.87 | % | $ | 314,979 | 11.74 | % | ||||||||
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Loans delinquent 30 to 89 days decreased $8.0 million to $68.7 million at June 30, 2011
from $76.7 million at March 31, 2011 as a result of increased monitoring and loss mitigation
efforts.
Impaired Loans
At June 30, 2011, the Corporation has identified $362.3 million of loans as impaired which includes
performing troubled debt restructurings. At March 31, 2011, impaired loans were $395.7 million. A
loan is identified as impaired when, based on current information and events, it is probable that
the Bank will be unable to collect all amounts due according to the contractual terms of the loan
agreement and thus are placed on non-accrual status.
Allowances for Loan and Lease Losses
Like all financial institutions, we must maintain an adequate allowance for loan losses. The
allowance for loan losses is established through a provision for loan losses charged to expense.
Loans are charged against the allowance for loan losses when we believe that repayment of the
principal is unlikely. Subsequent recoveries, if any, are credited to the allowance. The allowance
is an amount that we believe will be adequate to absorb probable losses on existing loans that may
become uncollectible, based on evaluation of the collectability of loans and prior credit loss
experience, together with the other factors discussed in the critical accounting policies.
Our allowance for loan loss methodology incorporates several quantitative and qualitative risk
factors used to establish the appropriate allowance for loan loss at each reporting date.
Quantitative factors include our historical loss experience, peer group experience, delinquency and
charge-off trends, collateral values, changes in non-performing loans, other factors, and
information about individual loans including the borrowers sensitivity to interest rate movements.
Qualitative factors include the economic condition of our operating markets and the state of
certain industries. Specific changes in the risk factors are based on perceived risk of similar
groups of loans classified by collateral type, purpose and terms. Statistics on local trends,
peers, and an internal six quarter loss history are also incorporated into the allowance. Due to
the credit concentration of our loan portfolio in real estate secured loans, the value of
collateral is heavily dependent on real estate values in Wisconsin and surrounding states. While
management uses the best information available to make its evaluation, future adjustments to the
allowance may be necessary if there are significant changes in economic or other conditions. In
addition, the OTS, as an integral part of their examination processes, periodically reviews the
Banks allowance for loan losses, and may recommend adjustments to the allowance. Management
periodically reviews the assumptions and formula used in determining the allowance and makes
adjustments if required to reflect the current risk profile of the portfolio.
The allowance consists of specific and general components even though the entire allowance is
available to cover losses on any loan. The specific allowance relates to impaired loans. For such
loans, an allowance is established when the discounted cash flows (or collateral value or
observable market price) of the impaired loan are lower than the carrying value of that loan. The
general allowance covers non-impaired loans and is based on historical loss experience adjusted for
the various qualitative and quantitative factors listed above. Loans graded substandard and below
are individually examined closely to determine the appropriate loan loss reserve. The Bank also
maintains a reserve for unfunded commitments which is classified in other liabilities.
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The following table summarizes the activity in our allowance for loan losses for the period
indicated.
Three Months Ended | ||||||||
June 30, | ||||||||
2011 | 2010 | |||||||
(Dollars In Thousands) | ||||||||
Allowance at beginning of year |
$ | 150,122 | $ | 179,644 | ||||
Charge-offs: |
||||||||
Single-family residential |
(1,756 | ) | (3,961 | ) | ||||
Multi-family residential |
(548 | ) | (901 | ) | ||||
Commercial real estate |
(6,147 | ) | (12,684 | ) | ||||
Construction and land |
(5,879 | ) | (1,954 | ) | ||||
Consumer |
(858 | ) | (739 | ) | ||||
Commercial business |
(2,522 | ) | (1,954 | ) | ||||
Total charge-offs |
(17,710 | ) | (22,193 | ) | ||||
Recoveries: |
||||||||
Single-family residential |
506 | 57 | ||||||
Multi-family residential |
212 | | ||||||
Commercial real estate |
915 | 37 | ||||||
Construction and land |
289 | | ||||||
Consumer |
144 | 16 | ||||||
Commercial business |
642 | 154 | ||||||
Total recoveries |
2,708 | 264 | ||||||
Net charge-offs |
(15,002 | ) | (21,929 | ) | ||||
Provision |
3,620 | 8,934 | ||||||
Allowance at end of year |
$ | 138,740 | $ | 166,649 | ||||
Net
charge-offs to average loans held for sale and for investment |
(2.43 | )% | (2.76 | )% | ||||
Total loan charge-offs were $17.7 million and $22.2 million for the three months ending June
30, 2011 and 2010, respectively. Total loan charge-offs for the three months ended June 30, 2011
decreased $4.5 million from the same period in the prior fiscal year. Recoveries increased $2.4
million during the three months ended June 30, 2011 from the same period in the prior fiscal year.
The provision for loan losses decreased $5.3 million to $3.6 million for the three months ending
June 30, 2011 compared to $8.9 million for the three months ended June 30, 2010. The decrease in
the provision for loan losses is the result of managements ongoing evaluation of the loan
portfolio. Management considered the change in non-performing loans to total loans to 11.23% at
June 30, 2011 from 11.42% at March 31, 2011 as well as the change in total non-performing assets to
total assets to 11.58% at June 30, 2011 from 11.69% at March 31, 2011 in determining the provision
for loan losses.
The allowance process is analyzed regularly, with modifications made if needed, and those results
are reported four times per year to the Banks Board of Directors. Although management believes
that the June 30, 2011 allowance for loan losses is adequate based upon the current evaluation of
loan delinquencies, non-performing assets, charge-off trends, economic conditions and other
factors, there can be no assurance that future adjustments to the allowance will not be necessary.
Management also continues to pursue all practical and legal methods of collection, repossession and
disposal, and adheres to high underwriting standards in the origination process in order to
continue to improve asset quality. Determination as to the classification of assets and the amount
of valuation allowances is
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subject to review by the OTS, and now after July 21, 2011 the OCC, which
can recommend the establishment of additional general or specific loss allowances.
Foreclosed Properties and Repossessed Assets
Foreclosed properties and repossessed assets (also known as other real estate owned or OREO)
decreased $1.2 million during the three months ended June 30, 2011. Individual properties included
in OREO at June 30, 2011 with a recorded balance in excess of $1 million are listed below:
Carrying | ||||||
Value | ||||||
Description | Location | (in thousands) | ||||
Condo units with additional land |
Central Wisconsin | $ | 6,126 | |||
Vacant land |
Southeast Wisconsin | 5,612 | ||||
Multi family |
South Central Wisconsin | 4,038 | ||||
Multi family |
South Central Wisconsin | 3,523 | ||||
Condominium and retail complex |
Southeast Wisconsin | 3,155 | ||||
Retail/office building |
Central Wisconsin | 2,992 | ||||
Commercial building and Vacant Land |
Southeast Wisconsin | 2,193 | ||||
Condo units |
Northwest Wisconsin | 2,046 | ||||
Single family and vacant land |
South Central Wisconsin | 1,950 | ||||
Community Based Residential Facility |
Northeast Wisconsin | 1,743 | ||||
Vacant land |
Southeast Wisconsin | 1,679 | ||||
Vacant land |
Southeast Wisconsin | 1,403 | ||||
Multi family |
South Central Wisconsin | 1,001 | ||||
Multi family |
South Central Wisconsin | 1,001 | ||||
Other properties individually less than $1 million |
51,029 | |||||
$ | 89,491 | |||||
Certain properties were transferred to OREO at a value that was based upon a discounted cash
flow of the property upon completion of the project. Factors that were considered include the cost
to complete a project, absorption rates and projected sales of units. The appraisal received at
the time the loan was made is no longer considered applicable and therefore the properties are
analyzed on a periodic basis to determine the current net realizable value.
Foreclosed properties are recorded at fair value with charge-offs, if any, charged to the allowance
for loan losses upon transfer to foreclosed property. Subsequent decreases in the valuation of
foreclosed properties are recorded as a write-down of the foreclosed property with a corresponding
charge to expense or to the valuation allowance. The fair value is primarily based on appraisals,
discounted cash flow analysis (the majority of which is based on current occupancy and lease rates)
and pending offers. On a quarterly basis, the Corporation reviews its carrying values of its OREO
properties and makes appropriate adjustments based upon updated appraisals or market analysis
including recent sales or broker opinion. For appraisals received over one year ago, management
relies on broker and market analysis.
Liquidity
Risk Management
Liquidity risk is the risk of potential loss if the Corporation were unable to meet its funding
requirements at a reasonable cost. The Corproration manages liquidity risk at the bank and holding
company to help ensure that it can obtain cost-effective funding to meet current and future
obligations.
The largest source of liquidity on a consolidated basis is the deposit base that comes from retail
and corporate banking businesses. Other borrowed funds come from a diverse mix of short and
long-term funding sources. Liquid assets and unused borrowing capacity from a number of sources are
also available to maintain liquidity position.
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Liquidity and Capital Resources
On an unconsolidated basis, the Corporations sources of funds include dividends from its
subsidiaries, including the Bank, interest on its investments and returns on its real estate held
for sale. As a condition of the Cease and Desist Order with the OTS and the receipt of funding
from Treasury through the CPP, the Bank is currently prohibited
from paying dividends to the Corporation. Due to a lack of liquidity, the Corporation was unable
to meet its obligations under the credit agreement during the three months ended June 30, 2011.
The Banks primary sources of funds are payments on loans and securities, deposits from retail and
wholesale sources, FHLB advances and other borrowings. The Bank is currently prohibited from
obtaining new brokered deposits due to its current capital levels. As of June 30, 2011, the
Corporation had outstanding borrowings from the FHLB of $367.4 million. The total maximum
borrowing capacity at the FHLB based on the existing stock holding as of June 30, 2011 was $1,096.6
million, subject to collateral availability. Total borrowing capacity based on the value of the
existing collateral pledged was $750.8 million.
Capital
Purchase Program
On January 30, 2009, as part of Treasurys CPP, the Corporation entered into a Letter Agreement
with Treasury. Pursuant to the Securities Purchase Agreement Standard Terms (the Securities
Purchase Agreement) the Corporation issued the UST 110,000 shares of the Corporations Fixed Rate
Cumulative Perpetual Preferred Stock, Series B (the Preferred Stock), having a liquidation amount
per share of $1,000, for a total purchase price of $110,000,000. The Preferred Stock will pay
cumulative compounding dividends at a rate of 5% per year for the first five years following
issuance and 9% per year thereafter. The Corporation has deferred the payment of dividends during
each of the nine quarters ended June 30, 2011 due to a lack of liquidity. Because the Corporation
deferred the quarterly dividend payments at least six times, the Corporations Board must,
according to its Articles of Incorporation, as amended pursuant to the Corporations participation
in CPP, automatically expand by two members and Treasury (or the then current holder of the
preferred stock) may elect two directors at the next annual meeting and at every subsequent annual
meeting until the dividend is paid in full. As of the date of this filing, we are working with
Treasury regarding the appointment of two directors. Treasury currently has an observer present at
quarterly Board meetings. Though the Securities Purchase Agreement
provides that the Corporation may not redeem the Preferred Stock prior to January 30,
2012 except with the proceeds from one or more qualified equity
offerings, Treasury has recently permitted redemptions without
completion of equity offerings. In any event, after three years, the
Corporation may redeem shares of the Preferred Stock for the per share liquidation amount of $1,000
plus any accrued and unpaid dividends.
As long as any Preferred Stock is outstanding, the Corporation may not pay dividends on its Common
Stock, $.10 par value per share (the Common Stock), and redeem or repurchase its Common Stock,
unless all accrued and unpaid dividends for all past dividend periods on the Preferred Stock are
fully paid. Prior to the third anniversary of the Treasurys purchase of the Preferred Stock,
unless Preferred Stock has been redeemed or the Treasury has transferred all of the Preferred Stock
to third parties, the consent of the Treasury will be required for the Corporation to increase its
Common Stock dividend or repurchase its Common Stock or other equity or capital securities, other
than in connection with benefit plans consistent with past practice and certain other circumstances
specified in the Securities Purchase Agreement. The Preferred Stock will be non-voting except for
class voting rights on matters that would adversely affect the rights of the holders of the
Preferred Stock.
As a condition to participating in the CPP, the Corporation issued and sold to the Treasury a
warrant (the Warrant) to purchase up to 7,399,103 shares of the Corporations Common Stock, at an
initial per share exercise price of $2.23, for an aggregate purchase price of approximately $16.5
million. The term of the Warrant is ten years. Exercise of the Warrant was subject to the receipt
by the Corporation of shareholder approval which was received at the 2009 annual meeting of
shareholders. The Warrant provides for the adjustment of the exercise price should the Corporation
not receive shareholder approval, as well as customary anti-dilution provisions. Pursuant to the
Securities Purchase Agreement, the Treasury has agreed not to exercise voting power with respect to
any shares of Common Stock issued upon exercise of the Warrant.
The terms of the Treasurys purchase of the preferred securities include certain restrictions on
certain forms of executive compensation and limits on the tax deductibility of compensation we pay
to executive management. The Corporation invested the proceeds of the sale of Preferred Stock and
Warrant in the Bank as Tier 1 capital.
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Loan
Commitments
At June 30, 2011, the Bank had outstanding commitments to originate loans of $8.0 million and
commitments to extend funds to, or on behalf of, customers pursuant to lines and letters of credit
of $182.6 million. Scheduled maturities of certificates of deposit for the Bank during the twelve
months following June 30, 2011 amounted to $1.06 billion. Scheduled maturities of borrowings
during the same period totaled $69.9 million for the Bank and $116.3 million for the Corporation.
Management believes adequate resources are available to fund all Bank
commitments to the extent required. For more information regarding the Corporations borrowings,
see Credit Agreement section below.
Other
The Corporation previously participated in the Mortgage Partnership Finance Program of the FHLB of
Chicago (MPF Program). Pursuant to the credit enhancement feature of the MPF Program, the
Corporation has retained a secondary credit loss exposure in the amount of $21.6 million at June
30, 2011 related to approximately $555.9 million of residential mortgage loans that the Corporation
has originated as agent for the FHLB. Under the credit enhancement, the FHLB is liable for losses
on loans up to one percent of the original delivered loan balances in each pool. The Corporation
is then liable for losses over and above the first position up to a contractually agreed-upon
maximum amount in each pool that was delivered to the Program. The Corporation receives a monthly
fee for this credit enhancement obligation based on the outstanding loan balances. The monthly fee
received is net of losses under the MPF Program. The MPF Program was discontinued in 2008 in its
present format and the Corporation no longer funds loans through the MPF Program.
The Bank has entered into agreements with certain brokers that will provide deposits obtained from
their customers at specified interest rates for an identified fee, or so called brokered
deposits. At June 30, 2011, the Bank had $40.2 million of brokered deposits. At June 30, 2011,
the Bank was under a Cease and Desist Order with the OTS which limits the Banks ability to accept,
renew or roll over brokered deposits without prior approval of the OTS (as of July 21, 2011 without
prior approval of the OCC).
Under federal law and regulation, the Bank is required to meet certain tangible, core and
risk-based capital requirements. Tangible capital primarily consists of stockholders equity minus
certain intangible assets. Core capital primarily consists of tangible capital plus qualifying
intangible assets. The risk-based capital requirements presently address credit risk related to
both recorded and off-balance sheet commitments and obligations. The OTS requirement for Banks with
the highest supervisory rating is currently 3.00%. The requirement for all other financial
institutions is 4.00%.
The Cease and Desist Orders also required that by no later than December 31, 2009, the Bank meet
and maintain both a core capital ratio equal to or greater than 8% and a total risk-based capital
ratio equal to or greater than 12%. The Bank was required to submit to the OTS, and has submitted,
a written capital contingency plan, a problem asset plan, a revised business plan, and an
implementation plan resulting from a review of commercial lending practices. The Orders also
required the Bank to review its current liquidity management policy and the adequacy of its
allowance for loan and lease losses. The Bank has completed these reviews.
At March 31, 2011 and June 30, 2011, the Bank had a core capital ratio of 4.26% and 4.44%,
respectively, and a total risk-based capital ratio of 8.04% and 8.32%, respectively, each below the
required capital ratios set forth above. As a result, the OCC may take additional significant
regulatory action against the Bank and Corporation which could, among other things, materially
adversely affect the Corporations shareholders. All customer deposits remain fully insured to the
highest limits set by the FDIC. The OCC may grant extensions to the timelines established by the
Orders.
Our ability to meet our short-term liquidity and capital resource requirements may be subject to
our ability to obtain additional debt financing and equity capital. We may increase our capital
resources through offerings of equity securities (possibly including common shares and one or more
classes of preferred shares), commercial paper, medium-term notes, securitization transactions
structured as secured financings, and senior or subordinated notes.
The Corporation is a separate and distinct legal entity from our subsidiaries, including the Bank.
As a holding company without independent operations, the Corporations liquidity (on an
unconsolidated basis) is primarily dependent upon the Corporations ability to raise debt or equity
capital from third parties and the receipt of
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dividends from the Bank and its other non-bank
subsidiaries. We receive substantially all of our revenue from dividends from the Bank. These
dividends are the principal source of funds to pay dividends on our preferred and common stock and
interest and principal on our debt. The Corporation is currently in default under its Amended and
Restated Credit Agreement with its primary lender, and has deferred dividend payments on the Series
B Preferred Stock held by Treasury. Various federal and/or state laws and regulations limit the
amount of dividends that the Bank may pay us. Additionally, if the Banks earnings are not
sufficient to make dividend payments to the Corporation while maintaining adequate capital levels,
our ability to make dividend payments to our preferred and common shareholders will be negatively
impacted. As a result of recent regulatory actions, the Corporations
principal operating subsidiary, the Bank, is prohibited from paying any dividends or making any
loans to the Corporation, despite the existence of positive liquidity at the Bank. At June 30,
2011, the Corporations cash and cash equivalents, on an unconsolidated basis amounted to $3.4
million. Presently, the Corporation (on an unconsolidated basis) does not have sufficient
liquidity to meet its short-term obligations, which include the approximately $116.3 million in
outstanding debt that our lender could accelerate and demand payment for upon the expiration of
Amendment No. 7 to the Amended and Restated Credit Agreement on November 30, 2011, and $110 million
of Series B Preferred Stock and dividends and interest.
Credit Agreement
On May 31, 2011, the Corporation entered into Amendment No. 7, dated as of May 25, 2011 (the
Amendment) to the Amended and Restated Credit Agreement, dated as of June 9, 2008, (the Credit
Agreement) among the Corporation, the Lenders from time to time a party thereto, and U.S. Bank
National Association, as administrative agent for such Lenders (the Agent). The Corporation owes
$116.3 million under the Credit Agreement.
Under the Amendment, the Agent and the Lenders agree to forbear from exercising their rights and
remedies against the Corporation until the earliest to occur of the following: (i) the occurrence
of any Event of Default (other than a failure to make principal payments on the outstanding balance
under the Credit Agreement or other Existing Defaults, as defined in the Credit Agreement); or (ii)
November 30, 2011. Notwithstanding the agreement to forbear, the Agent may at any time, in its sole
discretion, take any action reasonably necessary to preserve or protect its interest in the stock
of the Bank, IDI or any other collateral securing any of the obligations against the actions of the
Corporation or any third party without notice to or the consent of any party.
The Amendment also provides that the outstanding balance under the Credit Agreement shall bear
interest at a rate equal to 15% per annum. Interest accruing under the Credit Agreement is due on
the earlier of (i) the date the Loans are paid in full or (ii) November 30, 2011. At June 30,
2011, the Corporation had accrued interest payable related to the Credit Agreement of $22.7 million
and an accrued amendment fee of $4.7 million.
Within two business days after the Corporation obtains knowledge of an event, as defined in the
Credit Agreement, the Chief Financial Officer of the Bank shall submit a statement of the event
together with a statement of the actions which the Corporation proposes to take to the Agent as a
result of the occurrence of such event. An event may include: (i) any event which, either of
itself or with the lapse of time or the giving of notice or both, would constitute a Default under
the Credit Agreement; (ii) a default or an event of default under any other material agreement to
which the Corporation or Bank is a party; or (iii) any pending or threatened litigation or certain
administrative proceedings.
The Amendment requires the Bank to maintain the following financial covenants:
| a Tier 1 Leverage Ratio of not less than 3.95% at all times. | ||
| a Total Risk Based Capital ratio of not less than 7.65% at all times. | ||
| The ratio of Non-Performing Loans to Gross Loans shall not exceed 12.00% at any time. |
The total outstanding principal balance under the Credit Agreement as of June 301, 2011 was $116.3
million. These borrowings are shown in the Corporations consolidated financial statements as
other borrowed funds. The Amendment provides that the Corporation must pay in full the outstanding
balance under the Credit Agreement on
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the earlier of the Corporations receipt of net proceeds of a
financing transaction from the sale of equity securities in an amount not less than $116.3 million
or November 30, 2011.
The Credit Agreement and the Amendment also contain customary representations, warranties,
conditions and events of default for agreements of such type. At June 30, 2011, the Corporation
was in compliance with all covenants contained in the Credit Agreement and the Amendment. Under
the terms of the Credit Agreement, as amended on May 31, 2011, the Agent and the Lenders have
certain rights, including the right to accelerate the maturity of the borrowings if all covenants
are not complied with. Currently, no such action has been taken by the Agent or the Lenders.
However, the default creates significant uncertainty related to the Corporations operations.
For additional information about the Credit Agreement, see Part II, Item 1A Risk Factors
Risks Related to Our Credit Agreement in the Corporations Annual Report on Form 10-K for the year
ended March 31, 2011.
Market Risk Management Overview
Market risk is the risk of a loss in earnings or economic value due to adverse movements in market
factors such as interest rates, credit spreads, foreign exchange rates, and equity prices. We are
exposed to market risk primarily by our involvement in, among others, traditional banking
activities of taking deposits and extending loans.
Asset/Liability Management
The primary function of asset and liability management is to provide liquidity and maintain an
appropriate balance between interest-earning assets and interest-bearing liabilities within
specified maturities and/or repricing dates. Interest rate risk is the imbalance between
interest-earning assets and interest-bearing liabilities at a given maturity or repricing date, and
is commonly referred to as the interest rate gap (the gap). A positive gap exists when there are
more assets than liabilities maturing or repricing within the same time frame. A negative gap
occurs when there are more liabilities than assets maturing or repricing within the same time
frame. During a period of rising interest rates, a negative gap over a particular period would
tend to adversely affect net interest income over such period, while a positive gap over a
particular period would tend to result in an increase in net interest income over such period.
The Banks strategy for asset and liability management is to maintain an interest rate gap that
minimizes the impact of interest rate movements on the net interest margin. As part of this
strategy, the Bank sells substantially all new originations of long-term, fixed-rate, single-family
residential mortgage loans in the secondary market, and invests in adjustable-rate or medium-term,
fixed-rate, single-family residential mortgage loans, medium-term mortgage-related securities and
consumer loans, which have shorter terms to maturity and higher interest rates than single-family
mortgage loans.
The Bank also originates multi-family residential and commercial real estate loans, which have
adjustable or floating interest rates and/or shorter terms to maturity than conventional
single-family residential loans. Long-term, fixed-rate, single-family residential mortgage loans
originated for sale in the secondary market are committed for sale at the time the interest rate is
locked with the borrower. As such, these loans involve little interest rate risk to the Bank.
The calculation of a gap position requires management to make a number of assumptions as to when an
asset or liability will reprice or mature. Management believes that its assumptions approximate
actual experience and considers them reasonable, although the actual amortization and repayment of
assets and liabilities may vary substantially. The Banks cumulative net gap position at June 30,
2011 has not changed significantly since March 31, 2011. See Item 7, Managements Discussion and
Analysis of Financial Condition and Results of Operations Asset/Liability Management in the
Corporations Annual Report on Form 10-K for the year ended March 31, 2011.
Compliance Risk Management
Compliance risk represents the risk of regulatory sanctions, reputational impact or financial loss
resulting from the Corporations failure to comply with regulations and standards of good banking
practice. Activities which may
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expose the Corporation to compliance risk include, but are not
limited to, those dealing with the prevention of money laundering, privacy and data protection,
community reinvestment initiatives, fair lending challenges and employment and tax matters.
Strategic and/or Reputation Risk Management
Strategic and/or reputation risk represents the risk of loss due to impairment of reputation,
failure to fully develop and execute business plans, failure to assess current and new
opportunities in business, markets and products and
any other event not identified in the defined risk types mentioned previously. Mitigation of the
various risk elements that represent strategic and/or reputation risk is achieved through
initiatives to help the Corporation better understand and report on the various risks.
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The consolidated financial statements are prepared by applying certain accounting policies.
Certain of these policies require management to make estimates and strategic or economic
assumptions that may prove inaccurate or be subject to variations that may significantly affect the
reported results and financial position for the period or in future periods. Some of the more
significant policies are as follows:
Fair Value Measurements
Management must use estimates, assumptions, and judgments when assets and liabilities are required
to be recorded at, or adjusted to reflect, fair value. This includes the initial measurement at
fair value of the assets acquired and liabilities assumed in acquisitions qualifying as business
combinations and foreclosed properties and repossessed assets under GAAP. The valuation of both
financial and nonfinancial assets and liabilities in these transactions requires numerous
assumptions and estimates and the use of third-party sources including appraisers and valuation
specialists.
Assets and liabilities carried at fair value inherently result in a higher degree of financial
statement volatility. Assets and liabilities measured at fair value on a recurring basis include
available for sale securities. Assets and liabilities measured at fair value on a non-recurring
basis may include loans held for sale, mortgage servicing rights, certain impaired loans and
foreclosed assets. Fair values and the information used to record valuation adjustments for
certain assets and liabilities are based on either quoted market prices or are provided by other
independent third-party sources, when available. When such third-party information is not
available, fair value is estimated primarily by using cash flow and other financial modeling
techniques. Changes in underlying factors, assumptions, or estimates in any of these areas could
materially impact future financial condition and results of operations.
Available-for-Sale Securities
Declines in the fair value of available-for-sale securities below their amortized cost that are
deemed to be other than temporary are reflected in earnings as realized losses. In estimating
other-than-temporary impairment losses on debt securities, management considers many factors which
include: (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, and (3) the intent and ability of
the Corporation to retain its investment in the issuer for a period of time sufficient to allow for
any anticipated recovery in fair value. To determine if an other-than-temporary impairment exists
on a debt security, the Corporation first determines if (a) it intends to sell the security or (b)
it is more likely than not that it will be required to sell the security before its anticipated
recovery. If either of the conditions is met, the Corporation will recognize an
other-than-temporary impairment in earnings equal to the difference between the fair value of the
security and its adjusted cost. If neither of the conditions is met, the Corporation determines
(a) the amount of the impairment related to credit loss and (b) the amount of the impairment due to
all other factors. The difference between the present values of the cash flows expected to be
collected discounted at the original rate and the amortized cost basis
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is the credit loss. The credit loss is the amount of the other-than-temporary impairment that is recognized in earnings and
is a reduction to the cost basis of the security. The amount of total impairment related to all
other factors is included in accumulated other comprehensive income (loss).
Allowances for Loan Losses
The allowance for loan losses is a valuation allowance for probable and inherent losses incurred in
the loan portfolio. Management maintains allowances for loan and lease losses and unfunded loan
commitments and letters of credit at levels that we believe to be adequate to absorb estimated
probable credit losses incurred in the loan portfolio. The adequacy of the allowances is determined
based on periodic evaluations of the loan and lease portfolios and other relevant factors. The
allowance is comprised of both a specific component and a general
component. Even though the entire allowance is available to cover losses on any loan, specific
allowances are provided on impaired loans pursuant to accounting standards. The general allowance
is based on historical loss experience, adjusted for qualitative and environmental factors. At
least monthly, management reviews the assumptions and methodology related to the general allowance
in an effort to update and refine the estimate.
In determining the general allowance management has segregated the loan portfolio by purpose and
collateral type. By doing so we are better able to identify trends in borrower behavior and loss
severity. For each class of loan, we compute a historical loss factor. In determining the
appropriate period of activity to use in computing the historical loss factor we look at trends in
quarterly net charge-off ratios. It is managements intention to utilize a period of activity that
is most reflective of current experience. Changes in the historical period are made when there is
a distinct change in the trend of net charge-off experience. Given the changes in the credit market
that have occurred since 2008, management reviewed each class historical losses by quarter for any
trends that would indicate a shorter look back period would be more representative.
Management adjusts the historical loss factors for the impact of the following qualitative factors:
changes in lending policies, procedures and practices, economic and industry trends and
conditions, experience, ability and depth of lending management, level of and trends in past dues
and delinquent loans, changes in the quality of the loan review system, changes in the value of the
underlying collateral for collateral dependent loans, changes in credit concentrations and
portfolio size and other external factors such as legal and regulatory. In determining the impact,
if any, of an individual qualitative factor, management compares the current underlying facts and
circumstances surrounding a particular factor with those in the historical periods, adjusting the
historical loss factor in a directionally consistent manner with changes in the qualitative factor.
Management will continue to analyze the qualitative factors on a quarterly basis, adjusting the
historical loss factor both up and down, to a factor we believe is appropriate for the probable and
inherent risk of loss in its portfolio.
Specific allowances are determined as a result of our impairment process. When a loan is
identified as impaired it is evaluated for loss using either the fair value of collateral method or
the present value of cash flows method. If the present value of expected cash flows or the fair
value of collateral exceeds the Banks carrying value of the loan no loss is anticipated and no
specific reserve is established. However, if the Banks carrying value of the loan is greater than
the present value of expected cash flows or fair value of collateral a specific reserve is
established. In either situation, loans identified as impaired are excluded from the calculation
of the general reserve.
The Corporation regularly obtains updated appraisals for real estate collateral dependent loans for
which it calculates impairment based on the fair value of collateral. Loans having an unpaid
principal balance of $500,000 or less in a homogenous pool of assets do not require an impairment
analysis and, therefore, updated appraisals are not obtained until the foreclosure or sheriff sale
occurs. Due to certain limitations, including, but not limited to, the availability of qualified
appraisers, the time necessary to complete acceptable appraisals, the availability of comparable
market data and information, and other considerations, in certain instances current appraisals are
not readily available. The fair value of impaired loans for which current and acceptable
appraisals are not available is approximately $60.7 million based on the Corporations best
estimate of fair value, discounted at various rates depending on the collateral type. The
Corporation discounts these appraisals an additional 10% and 20% for all non-land loans and
unimproved land loans, respectively.
Collateral dependent loans are considered to be non-performing at such time that they become ninety
days past due or a probable loss is expected. At the time a loan is determined to be
non-performing it is downgraded per the
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Corporations loan rating system, it is placed on
non-accrual, and an allowance consistent with the Corporations historical experience for similar
substandard loans is established. Within ninety days of this determination a comprehensive
analysis of the loans is completed, including ordering new appraisals, where necessary, and an
adjustment to the estimated allowance is recognized to reflect the fair value of the loan based on
the underlying collateral or the discounted cash flows. Until such date at which an updated
appraisal is obtained, when deemed necessary, the Corporation applies discounts to the existing
appraisals in estimating the fair value of collateral. These discounts are 25% on commercial real
estate and 35% on unimproved land if the appraisal is over one year old. These discount
percentages are based on actual experience over the past twelve month period. If the appraisal is
within one year, the Corporation applies a discount of 15%. The Corporation believes these
discounts reflect market factors, the locations in which the collateral is located and the
estimated cost to dispose.
Management considers the allowance for loan losses at March 31, 2011 to be at an acceptable level.
Although they believe that they have established and maintained the allowance for loan losses at an
adequate level, changes may be necessary if future economic and other conditions differ
substantially from the current environment. Although they use the best information available, the
level of the allowance for loan losses remains an estimate that is subject to significant judgment
and short-term change. To the extent actual outcomes differ from our estimates, additional
provision for credit losses may be required that would reduce future earnings.
Foreclosure
Real estate acquired by foreclosure or by deed in lieu of foreclosure and other repossessed assets,
upon initial recognition, is recorded at fair value, less estimated selling expenses. It is the
Banks policy that each parcel of real estate owned is appraised within six months of the time of
acquisition of such property and periodically thereafter. At the date of foreclosure any write
down to fair value less estimated selling costs is charged to the allowance for loan losses. Any
increases in fair value over the net carrying value of the loans are recorded as recoveries to the
allowance for loan losses to the extent of previous charge-offs, with any excess, which is
infrequent, recognized as a gain. Costs relating to the development and improvement of the
property are capitalized; holding period costs and subsequent changes to the valuation allowance
are charged to expense. Foreclosed properties and repossessed assets are re-measured at fair value
after initial recognition through the use of a valuation allowance on foreclosed assets. The value
may be adjusted based on a new appraisal or as a result of an adjustment to the sale price of the
property.
Mortgage Servicing Rights
Mortgage servicing rights are recorded as an asset when loans are sold to third parties with
servicing rights retained. Mortgage servicing rights are initially recorded at fair value. They
are amortized in proportion to, and over the period of, estimated net servicing revenues. The
carrying value of these assets is periodically reviewed for impairment using a lower of carrying
value or fair value methodology. The fair value of the servicing rights is determined by
estimating the present value of future net cash flows, taking into consideration market loan
prepayment speeds, discount rates, servicing costs and other economic factors. For purposes of
measuring impairment, the rights are stratified based on predominant risk characteristics of the
underlying loans which include product type (i.e., fixed or adjustable) and interest rate bands.
The amount of impairment recognized is the amount by which the capitalized mortgage servicing
rights on a loan-by-loan basis exceed their fair value. As the loans are repaid and net servicing
revenue is earned, mortgage servicing rights are amortized into expense. Net servicing revenues
are expected to exceed this amortization expense. However, if actual prepayment experience or
defaults exceed what was originally anticipated, net servicing revenues may be less than expected
and mortgage servicing rights may be impaired. Mortgage servicing rights are carried at the lower
of amortized cost or fair value.
Income Taxes
The Corporations provision for federal income taxes includes a deferred tax liability or deferred
tax asset computed by applying the current statutory tax rates to net taxable or deductible
differences between the tax basis of an asset or liability and its reported amount in the
consolidated financial statements that will result in taxable or deductible amounts in future
periods. The Corporation regularly reviews the carrying amount of its deferred tax assets to
determine if the establishment of a valuation allowance is necessary. If based on the available
evidence, it is more likely than not that all or a portion of the Corporations deferred tax assets
will not be realized in future periods, a
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deferred tax valuation allowance would be established. Consideration is given to various
positive and negative factors that could affect the realization of the deferred tax assets.
In evaluating this available evidence, management considers, among other things, historical
financial performance, expectation of future earnings, the ability to carry back losses to recoup
taxes previously paid, length of statutory carry forward periods, experience with operating loss
and tax credit carry forwards not expiring unused, tax planning strategies and timing of reversals
of temporary differences. Significant judgment is required in assessing future earning trends and
the timing of reversals of temporary differences. The Corporations evaluation is based on
current tax laws as well as managements expectations of future performance.
As a result of its evaluation, the Corporation has recorded a full valuation allowance on its net
deferred tax asset.
Revenue Recognition
The Corporation derives net interest and noninterest income from various sources, including:
| Lending, | ||
| Securities portfolio, | ||
| Asset management and fund servicing, | ||
| Customer deposits, | ||
| Loan servicing, and | ||
| Sale of loans and securities. |
The Corporation also earns fees and commissions from issuing loan commitments, standby letters of
credit and financial guarantees, selling various insurance products, providing treasury management
services and participating in certain capital markets transactions. Revenue earned on
interest-earning assets including the accretion of fair value adjustments on discounts for
purchased loans is recognized based on the effective yield of the financial instrument.
FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, or the Exchange Act, and Section 27A of the Securities Act. Any statements about our
expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or
performance are not historical facts and may be forward-looking. These statements are often, but
not always, made through the use of words or phrases such as anticipate, estimate, plans,
projects, continuing, ongoing, expects, management believes, we believe, and similar
words or phrases. Accordingly, these statements involve estimates, assumptions and uncertainties
that could cause actual results to differ materially from those expressed in them. Our actual
results could differ materially from those anticipated in such forward-looking statements as a
result of several factors more fully described under the caption Risk Factors and elsewhere in
this report as well as in our Annual Report on Form 10-K for the fiscal year ended March 31, 2011.
Factors that could affect actual results include but are not limited to;
(i) | general economic or industry conditions could be less favorable than expected, resulting in a deterioration in credit quality, a change in the allowance for loan and lease losses or a reduced demand for credit or fee-based products and services; | ||
(ii) | soundness of other financial institutions with which the Corporation and the Bank engage in transactions; | ||
(iii) | competitive pressures could intensify and affect our profitability, including as a result of continued industry consolidation, the increased availability of financial services from non-banks, technological developments or bank regulatory reform; | ||
(iv) | changes in technology; | ||
(v) | deterioration in commercial real estate, land and construction loan portfolios resulting in increased loan losses; | ||
(vi) | uncertainties regarding our ability to continue as a going concern; | ||
(vii) | our ability to address our own liquidity problems; |
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(viii) | demand for financial services, loss of customer confidence, and customer deposit account withdrawals; | ||
(ix) | our ability to pay dividends; | ||
(x) | changes in the quality or composition of the Banks loan and investment portfolios and allowances for loan loss; | ||
(xi) | unprecedented volatility in the market and fluctuations in the value of our common stock; | ||
(xii) | dilution of existing shareholders as a result of possible future transaction; | ||
(xiii) | uncertainties about the Corporation and the Banks Cease and Desist Orders with OTS; | ||
(xiv) | uncertainties about our ability to raise sufficient new capital in a timely manner in order to increase the Banks regulatory capital ratios; | ||
(xv) | changes in the conditions of the securities markets, which could adversely affect, among other things, the value or credit quality of our assets, the availability and terms of funding necessary to meet our liquidity needs and our ability to originate loans; | ||
(xvi) | increases in Federal Deposit Insurance Corporation premiums due to market developments and regulatory changes; changes in accounting principles, policies or guidelines; | ||
(xvii) | uncertainties regarding our investment in the common stock of the Federal Home Loan Bank of Chicago; | ||
(xviii) | delisting of the Corporations common stock from Nasdaq; | ||
(xix) | significant unforeseen legal expenses; | ||
(xx) | uncertainties about market interest rates; | ||
(xxi) | security breaches of our information systems; | ||
(xxii) | acts or threats of terrorism and actions taken by the United States or other governments as a result of such acts or threats, severe weather, natural disasters, acts of war; | ||
(xxiii) | environmental liability for properties to which we take title; | ||
(xxiv) | expiration of our Amended and Restated Credit Agreement; | ||
(xxv) | uncertainties relating to the Emergency Economic Stabilization Act or 2008, the American Recovery and Reinvestment Act of 2009, the implementation by the U.S. Department of the Treasury and federal banking regulators of a number of programs to address capital and liquidity issues in the banking system and additional programs that will apply to us in the future, all of which may have significant effects on us and the financial services industry; | ||
(xxvi) | changes in the U.S. Department of the Treasurys Capital Purchase Program; | ||
(xxvii) | changes in the extensive laws, regulations and policies governing financial holding companies and their subsidiaries; | ||
(xxviii) | monetary and fiscal policies of the U.S. Department of the Treasury; | ||
(xxix) | implications of the Dodd-Frank Act; and | ||
(xxx) | challenges relating to recruiting and retaining key employees. |
In addition, to the extent that we engage in acquisition transactions, such transactions may result
in large one-time charges to income, may not produce revenue enhancements or cost savings at levels
or within time frames originally anticipated and may result in unforeseen integration difficulties.
These factors should be considered in evaluating the forward-looking statements, and undue reliance
should not be placed on such statements. All forward-looking statements are necessarily only
estimates of future results, and there can be no assurance that actual results will not differ
materially from expectations, and, therefore, you are cautioned not to place undue reliance on such
statements. Any forward-looking statements are qualified in their entirety by reference to the
factors discussed throughout this report. Further, any forward-looking statement speaks only as of
the date on which it is made, and we undertake no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which the statement is made or to
reflect the occurrence of unanticipated events.
The Corporation does not undertake and specifically disclaims any obligation to update any
forward-looking statements to reflect occurrence of anticipated or unanticipated events or
circumstances after the date of such statements.
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Item 3 Quantitative and Qualitative Disclosures About Market Risk.
The Corporations market rate risk has not materially changed from March 31, 2011.
See Item 7A in the Corporations Annual Report on Form 10-K for the year ended March
31, 2011. See also Asset/Liability Management in Part I, Item 2 of this report.
Item 4 Controls and Procedures.
The Corporations management, with the participation of the Corporations Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of the
Corporations disclosure controls and procedures (as defined in Exchange Act Rule
13a-15(e)) as of the end of the period covered by this report and, based on this
valuation, the Corporations Chief Executive Officer and Chief Financial Officer
concluded that the Corporations disclosure controls and procedures are operating in
an effective manner.
Changes in Internal Control Over Financial Reporting
There has been no change in the Corporations internal control over financial
reporting ((as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that
occurred during the Corporations most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Corporations internal
control over financial reporting.
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Part II Other Information
Item 1 Legal Proceedings.
The Corporation is involved in routine legal proceedings occurring in the ordinary
course of business which, in the aggregate, are believed by management of the
Corporation to be immaterial to the financial condition and results of operations of
the Corporation.
Item 1A Risk Factors.
We are subject to a number of risks which may potentially impact our business,
financial condition, results of operations and liquidity. As a financial services
institution, certain elements of risk are inherent in all of our transactions and
are present in every business decision we make. Thus, we encounter risk as part of
the normal course of our business, and we design risk management processes to help
manage these risks.
Refer to Risk Factors in the Corporations Annual Report on Form 10-K for the year
ended March 31, 2011, for discussion of these risks.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.
There were no unregistered sales of equity securities by the registrant for the
three months ended June 30, 2011.
Item 3 Defaults Upon Senior Securities.
None.
Item 4 Removed and Reserved.
Item 5 Other Information.
None.
Item 6 Exhibits.
The following exhibits are filed with this report:
Exhibit 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002 is included herein as an exhibit to this Report. | ||
Exhibit 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002 is included as an exhibit to this Report. | ||
Exhibit 32.1 | Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) is included herein as an exhibit to this Report. | ||
Exhibit 32.2 | Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) is included herein as an exhibit to this Report. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
ANCHOR BANCORP WISCONSIN INC. |
||||
Date: August 2, 2011 | By: | /s/ Chris Bauer | ||
Chris Bauer, President and Chief Executive Officer | ||||
Date: August 2, 2011 | By: | /s/ Thomas G. Dolan | ||
Thomas G. Dolan, Executive Vice President, Treasurer and Chief Financial Officer |
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