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8-K - FORM 8-K - BANK MUTUAL CORPv237756_8k.htm

 
Exhibit 99.1
 
F O R    I M M E D I A T E    R E L E A S E
N  E  W  S
 
 
 
FROM
 

 
CONTACTS: 
Bank Mutual Corporation
Michael T. Crowley, Jr.
Chairman and Chief Executive Officer
or
Michael W. Dosland
Senior Vice President and Chief Financial Officer
(414) 354-1500

 

BANK MUTUAL CORPORATION REPORTS INCREASED NET INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011

Milwaukee, Wisconsin
October 20, 2011
 
Bank Mutual Corporation (NASDAQ: BKMU) reported net income of $1.3 million or $0.03 per diluted share in the third quarter of 2011, which was a $423,000 or 45.7% improvement over the same quarter in the previous year.  Net income in the same quarter last year was $926,000 or $0.02 per diluted share.  Bank Mutual Corporation (“Bank Mutual”) also announced that its non-performing loans declined by $17.8 million or 16.6% during the recently completed quarter.  Since the beginning of the year, non-performing loans have declined by $33.1 million or 26.9%.

Michael T. Crowley, Jr., Chairman and Chief Executive Officer of Bank Mutual noted, “We are pleased that our core earnings continue to improve on the strength of our net interest income and lower credit-related losses.”  David A. Baumgarten, President of Bank Mutual, added, “Our focus continues to be on reducing our non-performing loans.  We are pleased with our progress so far.”

On a year-to-date basis, Bank Mutual had a net loss of $49.0 million or $1.07 per diluted share in 2011, which included a non-cash goodwill impairment of $52.6 million in the second quarter.  The goodwill impairment had no effect on the liquidity, operations, tangible capital, or regulatory capital of Bank Mutual or its subsidiary bank.  Excluding the impact of this impairment, earnings during the nine months ended September 30, 2011, were $3.6 million or $0.08 per diluted share compared to $3.8 million or $0.08 per diluted share during the same period in 2010.
 
 
1

 
 
Bank Mutual’s net interest income increased by $3.8 million or 32.2% during the third quarter of 2011 compared to the same quarter in 2010.  Net interest income increased by $9.2 million or 24.1% during the nine months ended September 30, 2011, compared to the same period last year.  These increases were primarily attributable to an improvement in Bank Mutual’s net interest margin, which increased to 2.75% and 2.80% during the three and nine month periods of 2011, compared to 1.46% and 1.58% in the same periods of 2010, respectively.   The improvement in net interest margin in the 2011 periods was primarily the result of Bank Mutual’s early repayment of $756.0 million in high-cost borrowings from the Federal Home Loan Bank (“FHLB”) of Chicago in December of 2010.  The repayment resulted in a significant decline in the average cost of interest-bearing liabilities in the 2011 periods compared to the same periods in the previous year.

Also contributing to the improvement in net interest margin in the 2011 periods was a decline in Bank Mutual’s average cost of deposits compared to the previous year.  Bank Mutual’s average cost of deposits declined by 37 and 43 basis points during the three and nine month periods ended September 30, 2011, respectively, compared to the same periods in 2010.   Bank Mutual continues to manage its overall liquidity position by aggressively managing the rates it offers on its certificates of deposits and certain other deposit accounts.

Also contributing to the improvement in net interest margin during the three and nine months ended September 30, 2011, was a 37 and 28 basis point improvement, respectively, in the yield on interest-earning assets compared to the same periods in 2010.  These improvements were caused by a shift in the mix of earning assets from lower-yielding assets, such as overnight investments and available-for-sale securities, to higher-yielding assets, such as loans receivable.  The changes in mix were caused by the buildup in 2010 of lower-yielding assets to increase liquidity due to market conditions and management’s outlook at that time for the direction of future interest rates.  Partially offsetting the favorable impact of the improved asset mix was a decline in the average yield on Bank Mutual’s loans receivable and available-for-sale securities in 2011 compared to 2010.  These declines were caused by a declining interest rate environment during much of 2010 and 2011 that resulted in lower yields on these earning assets in the current year.  In addition, Bank Mutual sold a substantial number of higher-yielding available-for-sale securities in 2010 at gains, which reduced the overall yield on its securities portfolio in 2011.

Bank Mutual’s provision for loan losses was $1.1 million during the third quarter of 2011 compared to $6.2 million in the same quarter last year.   The provision for the nine months ended September 30, 2011, was $5.1 million compared to $15.7 million in the same period last year.  The provisions for loan losses in these periods continue to be impacted by weak economic conditions, high unemployment, and lower values for real estate.  These conditions have been particularly challenging for borrowers whose loans are secured by commercial real estate, multi-family real estate, and land.  During the third quarter of 2011, Bank Mutual recorded $1.8 million in additional loss provisions against two unrelated loan relationships aggregating $6.1 million.  These loans were secured by an apartment complex and a multi-tenant retail building.  During the third quarter of 2011 Bank Mutual also recorded $586,000 in loss provisions against a number of smaller multi-family, commercial real estate, and business loan relationships, as well as certain residential and consumer loans.  In addition, during the third quarter of 2011 Bank Mutual recorded approximately $1.1 million in additional loss provision that reflected management’s general concerns related to continued economic weakness, elevated levels of unemployment, depressed real estate values, and the internal downgrades of certain loans.  The impact of these developments, however, was partially offset by $2.4 million in loss recaptures during the quarter related to the payoff of $8.3 million in non-performing loans.
 
 
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During the third quarter of 2010 Bank Mutual recorded $3.9 million in loss provisions against a number of unrelated loan relationships, the largest of which was a $1.1 million loss on a $4.1 million loan relationship secured by partially developed land.  In addition, Bank Mutual recorded $2.3 million in additional loss provisions during the third quarter of 2010 that reflected management’s general concerns related to continued increases in non-performing loans, as well as continued declines in commercial real estate values and continued weaknesses in economic conditions and employment.

On a year-to-date basis in 2011 Bank Mutual recorded $10.8 million in loss provisions against a number of multi-family, commercial real estate, and business loan relationships, and certain smaller residential and consumer loans, as well as loss provisions related to management’s general concerns for the economy, as previously described.  These developments were partially offset by $5.7 million in loss recaptures on loans that paid-off during the period or were upgraded to performing status.  The year-to-date loss provision in 2010 was $15.7 million due principally to $9.7 million in losses on a number of larger multi-family, commercial real estate, and business loans.

Service charges on deposits increased by $59,000 or 3.6% during the three months ended September 30, 2011, compared to the same quarter in 2010.   On a year-to-date basis, service charges increased by $197,000 or 4.4% in the current year compared to the same period in 2010.  Management attributes these improvements to an increase in Bank Mutual’s average core deposit accounts, consisting of checking, savings, and money market accounts, which increased by $70.1 million or 9.4% during the nine months ended September 30, 2011, compared to the same period in the previous year.  In addition, management believes that challenging economic conditions during early 2010 resulted in reduced spending by consumers in that year, which had an adverse impact on Bank Mutual’s transaction fee revenue.  Transaction fee revenue is a significant component of service charge revenue and consists principally of ATM, debit card, and overdraft fees.

Brokerage and insurance commissions were $765,000 during the third quarter of 2011, a $27,000 or 3.7% increase from the same period in the previous year.  On a year-to-date basis, commissions were $2.2 million in 2011, a $104,000 or 4.5% decline from the same period in 2010.  Commissions in the third quarter of 2011 benefited from increased sales of tax-deferred annuity products as compared to the previous year.  Commissions in 2010 benefited from favorable trends in equity markets in the first half of that year, which resulted in increased revenue from sales of mutual funds and other equity investments relative to the year-to-date period in 2011.  In addition, employment conditions in Bank Mutual’s local markets in early 2010 resulted in increased revenue from rollovers by customers’ of their employee benefit plans into products offered by Bank Mutual.
 
 
3

 
 
Net loan-related fees and servicing revenue was a loss of $1.0 million during the three months ended September 30, 2011, compared to a loss of $291,000 in the same period of 2010.   On a year-to-date basis, the loss was $452,000 in 2011 compared to a loss of $39,000 in the same period of 2010.  The following table presents the primary components of net loan-related fees and servicing revenue for the periods indicated:
 
   
Three Months Ended September 30
   
Nine Months Ended September 30
 
   
2011
   
2010
   
2011
   
2010
 
   
(Dollars in thousands)
 
Gross servicing fees
  $ 679     $ 646     $ 2,039     $ 1,913  
Mortgage servicing rights amortization
    (726 )     (1,064 )     (1,718 )     (2,100 )
Mortgage servicing rights valuation (loss) recovery
    (1,103 )     8       (1,097 )     (198 )
    Loan servicing revenue, net
    (1,150 )     (410 )     (776 )     (385 )
Other loan fee income
    114       119       324       346  
    Loan-related fees and servicing revenue, net
  $ (1,036 )   $ (291 )   $ (452 )   $ (39 )

Gross servicing fees increased in the 2011 periods compared to the prior year periods as a result of an increase in the amount of loans that Bank Mutual services for third-party investors.  As of September 30, 2011, Bank Mutual serviced $1.1 billion in loans for third-party investors compared to $1.0 billion at September 30, 2010.   Related amortization decreased in the 2011 periods due to slightly higher interest rates on mortgage loans during the first half of the year, which resulted in fewer loan prepayments and slower amortization of the mortgage servicing rights (“MSRs”) relative to 2010.   Loan-related fees and servicing revenue is also impacted by changes in the valuation allowance that is established against MSRs.   The change in this allowance is recorded as a recovery or charge, as the case may be, in the period in which the change occurs.   During the third quarter of 2011 the valuation allowance increased by $1.1 million due principally to a decline in mortgage interest rates during the third quarter, which resulted in increased loan prepayment expectations.  As of September 30, 2011, Bank Mutual had a valuation allowance of $1.1 million against MSRs with a gross book value of $7.7 million.

Gains on sales of loans were $2.3 million in the third quarter of 2011 compared to $3.7 million in the same period last year.  Year-to-date, gains on sales of loans were $3.4 million in 2011 compared to $5.5 million in the same nine months of 2010.  During the three and nine months ended September 30, 2011, sales of one- to four-family mortgage loans were $48.1 million or 40.7% lower and $72.8 million or 32.6% lower than they were during the same periods in the previous year, respectively.  Loan sales were lower in the 2011 periods due to higher market interest rates for fixed-rate, residential mortgage loans during the first half of 2011, which reduced borrower incentives to refinance their existing mortgage loans.  Bank Mutual typically sells most fixed-rate, residential mortgage loans that it originates in the secondary market.  However, during the third quarter of 2011, interest rates on residential mortgage loans declined to historically low levels.  As such, management expects that gains on sales of loans could be elevated in the near term as borrowers are incented to refinance higher, fixed-rate mortgage loans at lower rates.

Net gains on sales of investments were zero and $1.1 million during the three and nine months ended September 30, 2011, respectively, compared to $5.2 million and $16.3 million during the same periods in 2010, respectively.  In the first quarter of 2011 Bank Mutual sold a $20.8 million investment in a mutual fund that management did not expect would perform well in future periods.   During the nine months ended September 30, 2010, Bank Mutual sold $885.0 million in longer-term, fixed-rate mortgage-related securities and $189.9 million in adjustable-rate mortgage-related securities.
 
 
4

 
 
In the second quarter of 2011 Bank Mutual recognized $389,000 in net other-than-temporary impairment (“OTTI”) losses related to its investment in certain private-label CMOs that were rated less than investment grade.  No additional net OTTI losses were recognized on these CMOs in the third quarter of 2011.  Management attributed the net OTTI loss in the second quarter to renewed weakness in national housing market in 2011, which resulted in lower values for the residential properties that secure the CMOs.  Bank Mutual’s total investment in private-label CMOs was $67.2 million as of September 30, 2011.  The collection of the amounts due on Bank Mutual’s private-label CMOs is subject to numerous factors outside of Bank Mutual’s control and a future determination of OTTI could result in additional losses being recorded through earnings in future periods.

Other non-interest income was $1.8 million and $5.4 million during the three and nine months ended September 30, 2011, respectively, compared to $2.0 million and $5.7 million during the same periods in 2010, respectively.  The decrease between periods was due primarily to lower earnings on assets set aside in trust for certain non-qualifying employee benefit plans.

Total non-interest expense was $17.9 million in the third quarter of 2011 compared to $17.3 million in the same quarter last year.  Year-to-date, total non-interest expense, excluding the goodwill impairment, was $53.6 million in 2011 compared to $51.6 million during the same period in 2010.  The increase in both periods was primarily caused by an increase in compensation-related expense, which was $9.6 million and $9.0 million during the three months ended September 30, 2011 and 2010, respectively, and $28.6 million and $26.7 million during nine months ended as of the same dates, respectively.  These increases were due primarily to an increase in compensation expense related to annual merit increases and Bank Mutual’s hiring of certain key management personnel and commercial relationship managers.  Also contributing to the increase in compensation-related expense in the 2011 periods was an increase in costs related to Bank Mutual’s defined-benefit pension plan.  This increase was caused by an increase in the number of qualified participants in the plan in recent periods, as well as a decline in the interest rate used to determine the present value of the pension obligation.  The increase in compensation-related expense between the 2011 and 2010 periods was partially offset by a decline in ESOP expense.  Last year marked the scheduled end of a 10-year commitment to the ESOP.

Federal deposit insurance premiums were $756,000 and $2.5 million during the three and nine month periods ended September 30, 2011, respectively.  These amounts compared to $1.0 million and $3.1 million during the same periods in 2010, respectively.  In the second quarter of 2011 the Federal Deposit Insurance Corporation (“FDIC”) implemented a new rule that changed the deposit insurance assessment base from an insured institution’s domestic deposits (minus certain allowable exclusions) to an insured institution’s average consolidated assets (minus average tangible equity and certain other adjustments).  Bank Mutual’s deposit insurance costs declined as a result of the new rule because Bank Mutual has a relatively low level of non-deposit funding sources, such as FHLB advances.

Losses on foreclosed real estate were $1.1 million during the third quarter of 2011 compared to $1.2 million in the same quarter of last year.  On a year-to-date basis, losses on foreclosed real estate were $4.0 million in 2011 compared to $4.2 million during the same nine months in 2010.  Since 2010 Bank Mutual has experienced elevated losses on foreclosed real estate due to declining real estate values and weak economic conditions.   If these conditions persist, future losses on foreclosed real estate could remain elevated in the near term.

Other non-interest expense increased by $351,000 or 10.8% and $679,000 or 7.5% during the three and nine months ended September 30, 2011, respectively, compared to the same periods last year.  These developments were the result of increased costs associated with the management of foreclosed real estate and increased legal, accounting, and other professional fees.  The year-to-date increases were partially offset by lower marketing and advertising costs between the periods.
 
 
5

 
 
Income tax expense was $610,000 during the three months ended September 30, 2011, compared to $307,000 in the same period of 2010.  Income tax expense was $1.2 million during the nine months ended September 30, 2011, compared to $1.5 million during the same nine months in 2010.   Bank Mutual’s effective tax rate (“ETR”) for the third quarter of 2011 and 2010 was 31.3% and 24.9%, respectively.  Excluding the goodwill impairment from income (loss) before taxes (which is not deductible for income tax purposes), Bank Mutual’s ETR for the nine months ended September 30, 2011 and 2010, was 25.9% and 28.8%, respectively.  Bank Mutual’s ETR was lower in the 2010 quarterly period and the 2011 year-to-date period because non-taxable revenue, such as earnings from bank-owned life insurance (“BOLI”), comprised a larger portion of pre-tax earnings in those periods.

Bank Mutual’s portfolio of one- to four-family mortgage loans decreased from $531.9 million at December 31, 2010, to $516.8 million at September 30, 2011.  In recent periods originations of one- to four-family loans that Bank Mutual retains in portfolio have approximated loan repayments.  Bank Mutual typically retains only adjustable-rate loans and, from time-to-time, fixed-rate loans with maturities up to 15 years, in its portfolio of one- to four-family loans.  Bank Mutual also retains certain 30-year, fixed-rate loans in its portfolio under an internal low-income lending program.

Multi-family and commercial real estate mortgage loan originations were $66.3 million during the nine months ended September 30, 2011, compared to $38.1 million during the same period in 2010.  Despite this increase, Bank Mutual’s aggregate portfolio of multi-family and commercial real estate mortgage loans decreased from $495.5 million at December 31, 2010, to $474.3 million at September 30, 2011.  This decrease was caused by loan payoffs and foreclosures that exceeded originations during the period.

Originations of construction and development loans were $23.6 million during the nine months ended September 30, 2011, compared to $25.1 million during the same period in 2010.  Bank Mutual’s portfolio of construction and development loans declined by $10.9 million or 13.1% during the nine months ended September 30, 2011.  This decrease was caused in part by the reclassification of certain construction and development loans to permanent loans as a result of the completion of construction.

Consumer loan originations, which consist primarily of fixed-term home equity loans and home equity lines of credit, were $62.1 million during the nine months ended September 30, 2011, compared to $57.7 million during the same period in the prior year.  Bank Mutual’s consumer loan portfolio declined from $243.5 million at December 31, 2010, to $234.6 million at September 30, 2011.

Commercial business loan originations during the first nine months of 2011 were $64.6 million compared to $22.2 million in the same period in 2010.  Bank Mutual’s portfolio of commercial business loans increased by $31.0 million or 61.8%, from $50.1 million to $81.1 million during the nine months ended September 30, 2011.  In recent periods Bank Mutual has been successful at attracting a number of new commercial business relationships as a result of an initiative to expand its presence in the mid-tier commercial banking market.

Bank Mutual’s interest-earning deposits, which consist primarily of overnight investments held at the Federal Reserve of Chicago, declined from $184.4 million at December 31, 2010, to $65.2 million at September 30, 2011.  This decline was primarily caused by the security purchases described in the next paragraph.

Bank Mutual’s available-for-sale securities portfolio increased by $120.0 million or 18.1% during the first nine months of 2011.  This increase was primarily the result of the purchase of $407.5 million in medium-term government agency mortgage-backed securities (“MBSs”) and CMOs during the period.  The impact of these purchases was partially offset by $185.8 million in securities that were called by issuers during the period, as well as the sale of a $20.8 million mutual fund, as previously described.
 
 
6

 
 
Foreclosed properties and repossessed assets increased by $9.6 million or 49.6% during the nine months ended September 30, 2011.  This increase was caused by foreclosures related to a number of larger commercial real estate loans, as well as smaller commercial real estate and single-family residential loans.  This increase was partially offset by charge-offs on foreclosed properties due to continued declines in real estate values and weak economic conditions,  as well as sales of foreclosed real estate.

Deposit liabilities decreased by $69.2 million or 3.3% during the nine months ended September 30, 2011, to $2.01 billion compared to $2.08 billion at December 31, 2010.  Core deposits, consisting of checking, savings, and money market accounts, declined by $7.1 million or 0.7% during the period while certificates of deposit declined by $62.1 million or 5.5%.   Core deposits were higher than typical at December 31, 2010, due to the timing of certain local government tax deposits that had not been withdrawn as of that date.  Year-to-date, average core deposits have increased by $70.1 million or 9.4% compared to the same period in the previous year.  With respect to certificates of deposit, Bank Mutual has reduced the rates it offers on this product during the past year in an effort to manage its overall liquidity position, which has resulted in a decline in certificates of deposit since December 31, 2010.

Bank Mutual’s borrowings, which consist of advances from the FHLB of Chicago, were $153.4 million at September 30, 2011, compared to $149.9 million at December 31, 2010.   As previously noted, Bank Mutual prepaid $756.0 million in high-cost borrowings from the FHLB of Chicago in December of last year.  Bank Mutual recorded an $89.3 million expense in the fourth quarter of 2010 as a result of a prepayment penalty for this repayment.  However, Bank Mutual also significantly reduced the average cost of its interest-bearing liabilities as a result of the repayment, as previously noted.

Shareholders’ equity decreased from $313.0 million at December 31, 2010, to $271.7 million at September 30, 2011.  This decrease was principally caused by the $52.6 million goodwill impairment that was recorded in the second quarter.  Bank Mutual’s ratio of shareholders’ equity to total assets was 10.87% at September 30, 2011, compared to 12.07% at December 31, 2010.  If goodwill had been excluded form shareholders’ equity and total assets as of December 31, 2010, this ratio would have been 10.25% as of that date.  Book value per share of Bank Mutual’s common stock was $5.88 at September 30, 2011, compared to $6.84 at December 31, 2010.  If goodwill had been excluded from this computation at December 31, 2010, this value would have been $5.69 as of that date.

Bank Mutual’s subsidiary bank is “well capitalized” for regulatory capital purposes.  As of June 30, 2011 (the latest information available) and December 31, 2010, the subsidiary bank’s total risk-based capital ratio was 18.35% and 17.86%, respectively, and its Tier 1 capital ratio was 9.44% and 9.12%, respectively.  The minimum percentages to be “adequately capitalized” under current supervisory regulations are 8% for total risk-based capital and 4% for Tier 1 capital.  The minimum percentages to be “well capitalized” are 10% and 5%, respectively.
   
During the third quarter of 2011 Bank Mutual paid a cash dividend of $0.01 per share to shareholders.   While Bank Mutual’s capital remains strong, regulators have continued to focus on the capital levels of financial institutions such as Bank Mutual’s bank subsidiary.   In addition, in 2010 Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") which will eventually impose capital requirements on savings and loan holding companies such as Bank Mutual.  These developments, and other requirements imposed by regulators (including our previously-disclosed memoranda of understanding with them), may impact the ability of Bank Mutual and/or its subsidiary bank to pay dividends or, in the case of Bank Mutual, repurchase stock.
 
 
7

 
 
Bank Mutual’s non-performing loans declined by $33.1 million or 26.9% during the nine months ended September 30, 2011.  Non-performing assets, which include non-performing loans, declined by $23.5 million or 16.5% during this same period.   Finally, loans classified by Bank Mutual as “special mention” and “substandard,” which includes all non-performing loans, declined by $11.3 million or 7.1% during the nine months ended September 30, 2011.  Bank Mutual’s level of non-performing loans and assets, as well as classified loans, is due to continuing weakness in economic conditions, low values for commercial and multi-family real estate, and high unemployment rates in recent years, which has resulted in increased stress on borrowers and increased loan delinquencies.   As of September 30, 2011, non-performing loans included $28.9 million in loans that were current on all contractual principal and interest payments, but which management determined should be classified as non-performing in light of underlying difficulties with the properties that secure the loans, as well as an increasingly strict regulatory environment.  Bank Mutual has continued to record periodic interest payments on these loans in interest income provided the borrowers have remained current on the loans and provided, in the judgment of management, Bank Mutual’s net recorded investment in the loan has been deemed to be collectible.  The decline in Bank Mutual’s non-performing and classified loans during the nine months ended September 30, 2011, was due to loans that were paid off or upgraded during the period, as previously described, as well as loans that were partially charged off because Bank Mutual had commenced and/or completed foreclosure proceedings during the period.

Bank Mutual’s allowance for loan losses was $35.6 million or 2.72% of total loans at September 30, 2011, compared to $48.0 million or 3.63% at December 31, 2010.  As a percent of non-performing loans, Bank Mutual’s allowance for loan losses was 39.6% at September 30, 2011, compared to 39.0% at December 31, 2010.  The decrease in the allowance was caused by $17.5 million in net charge-offs, as well as $5.7 million in provision recaptures, as previously described.  These developments were partially offset by $10.8 million in additional loss allowances established during the period, also as previously described.   During the period Bank Mutual charged off $5.2 million related to loans that were paid off during the period and $12.3 million related to loan relationships that management commenced and/or completed foreclosure proceedings during the period.

Management believes the allowance for loan losses at September 30, 2011, was adequate to cover probable and estimable losses in Bank Mutual’s loan portfolio as of that date.  However, future increases to the allowance may be necessary and results of operations could be adversely affected if future conditions differ from the assumptions used by management to determine the allowance for loan losses as of the end of the period.

Bank Mutual Corporation is the fourth largest financial institution holding company headquartered in the state of Wisconsin and its stock is quoted on the NASDAQ Global Select Market under the symbol “BKMU”.  Its subsidiary bank, Bank Mutual, operates 78 banking locations in the state of Wisconsin and one in Minnesota.
*  *  *  *  *
 
 
8

 
 
Cautionary Statements

The discussion in this earnings release contains or incorporates by reference various forward-looking statements concerning Bank Mutual's prospects that are based on the current expectations and beliefs of management.  Forward-looking statements may contain words such as “anticipate,” “believe,” “estimate,” “expect,” “objective,” “projection” and similar expressions or use of verbs in the future tense, and are intended to identify forward-looking statements; any discussions of periods after the date for which this report is filed are also forward-looking statements.  The statements contained herein and such future statements involve or may involve certain assumptions, risks, and uncertainties, many of which are beyond Bank Mutual's control, that could cause Bank Mutual's actual results and performance to differ materially from what is expected.  In addition to the assumptions and other factors referenced specifically in connection with such statements, the following factors could impact the business and financial prospects of Bank Mutual: general economic conditions, including instability in credit, lending, and financial markets; declines in the real estate market, which could further affect both collateral values and loan activity; continuing relatively high unemployment and other factors which could affect borrowers’ ability to repay their loans; negative developments affecting particular borrowers, which could further adversely impact loan repayments and collection; legislative and regulatory initiatives and changes, including action taken, or that may be taken, in response to difficulties in financial markets and/or which could negatively affect the right of creditors; monetary and fiscal policies of the federal government; the effects of further regulation and consolidation within the financial services industry, including substantial changes under the Dodd-Frank Act and the transfer of regulatory authority from the Office of Thrift Supervision (“OTS”) to the Office of the Comptroller of the Currency (“OCC”) and the Federal Reserve Board (“FRB”); regulators’ increasing expectations for financial institutions’ capital levels and restrictions imposed on institutions, as to payments of dividends or otherwise, to maintain or achieve those levels, including the possible effect of the memoranda of understanding mentioned in this release; potential changes in Fannie Mae and Freddie Mac, which could impact the home mortgage market; increased competition and/or disintermediation within the financial services industry; changes in tax rates, deductions and/or policies; potential further changes in FDIC premiums and other governmental assessments; changes in deposit flows; changes in the cost of funds; fluctuations in general market rates of interest and/or yields or rates on competing loans, investments, and sources of funds; demand for loan or deposit products; illiquidity of financial markets and other negative developments affecting particular investment and mortgage-related securities, which could adversely impact the fair value of and/or cash flows from such securities; demand for other financial services; changes in accounting policies or guidelines; natural disasters, acts of terrorism, or developments in the war on terrorism; and the factors discussed in Bank Mutual’s filings with the Securities and Exchange Commission, particularly under Part I, Item 1A, “Risk Factors,” of Bank Mutual’s 2010 Annual Report on Form 10-K.

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9

 
 
Bank Mutual Corporation and Subsidiaries
Unaudited Consolidated Statements of Financial Condition
(Dollars in thousands, except per share data)
 
   
September 30
   
December 31
 
   
2011
   
2010
 
 ASSETS
           
 Cash and due from banks
  $ 38,185     $ 48,393  
 Interest-earning deposits
    65,177       184,439  
   Cash and cash equivalents
    103,362       232,832  
 Securities available-for-sale, at fair value:
               
   Investment securities
    20,026       228,023  
   Mortgage-related securities
    763,221       435,234  
 Loans held-for-sale, net
    28,606       37,819  
 Loans receivable, net
    1,307,853       1,323,569  
 Foreclosed properties and repossessed assets
    28,858       19,293  
 Goodwill
    -       52,570  
 Mortgage servicing rights, net
    6,618       7,769  
 Other assets
    241,497       254,709  
                 
     Total assets
  $ 2,500,041     $ 2,591,818  
                 
 LIABILITIES AND EQUITY
               
 Liabilities:
               
   Deposit liabilities
  $ 2,009,145     $ 2,078,310  
   Borrowings
    153,385       149,934  
   Advance payments by borrowers for taxes and insurance
    30,182       2,697  
   Other liabilities
    32,650       44,999  
     Total liabilities
    2,225,362       2,275,940  
 Equity:
               
   Preferred stock - $0.01 par value:
               
     Authorized - 20,000,000 shares in 2011 and 2010
               
     Issued and outstanding - none in 2011 and 2010
    -       -  
   Common stock - $0.01 par value:
               
     Authorized - 200,000,000 shares in 2011 and 2010
               
     Issued - 78,783,849 shares in 2011 and 2010
               
     Outstanding -46,228,984 shares in 2011 and 45,769,443 in 2010
    788       788  
   Additional paid-in capital
    490,089       494,377  
   Retained earnings
    139,833       191,238  
   Accumulated other comprehensive gain (loss)
    1,623       (6,897 )
   Treasury stock - 32,554,865 shares in 2011 and 33,014,406 in 2010
    (360,590 )     (366,553 )
     Total shareholders' equity
    271,743       312,953  
   Non-controlling interest in real estate partnership
    2,936       2,925  
     Total equity including non-controlling interest
    274,679       315,878  
                 
     Total liabilities and equity
  $ 2,500,041     $ 2,591,818  
  
 
10

 
 
 Bank Mutual Corporation and Subsidiaries
 Unaudited Consolidated Statements of Income
 (Dollars in thousands, except per share data)
 
   
Three Months Ended September 30
   
Nine Months Ended September 30
 
   
2011
   
2010
   
2011
   
2010
 
 Interest income:
                       
   Loans
  $ 17,468     $ 19,780     $ 52,887     $ 60,515  
   Investment securities
    219       4,071       2,843       13,256  
   Mortgage-related securities
    4,303       4,528       12,131       16,040  
   Interest-earning deposits
    27       62       125       207  
      Total interest income
    22,017       28,441       67,986       90,018  
 Interest expense:
                               
   Deposits
    4,731       6,865       15,210       22,501  
   Borrowings
    1,798       9,863       5,359       29,293  
   Advance payment by borrowers for taxes and insurance
    2       2       3       4  
      Total interest expense
    6,531       16,730       20,572       51,798  
      Net interest income
    15,486       11,711       47,414       38,220  
 Provision for loan losses
    1,093       6,163       5,078       15,679  
      Net interest income after provision for loan losses
    14,393       5,548       42,336       22,541  
 Non-interest income:
                               
   Service charges on deposits
    1,683       1,624       4,709       4,512  
   Brokerage and insurance commissions
    765       738       2,211       2,315  
   Loan-related fees and servicing revenue, net
    (1,036 )     (291 )     (452 )     (39 )
   Gain on loan sales activities, net
    2,288       3,669       3,405       5,486  
   Gain on sales of investments, net
    -       5,220       1,113       16,291  
   Other than temporary impairment (OTTI) losses:
                               
      Total OTTI losses
    -       -       (1,576 )     -  
      Non-credit portion of OTTI losses
    -       -       1,187       -  
      Net OTTI losses
    -       -       (389 )     -  
   Other non-interest income
    1,774       2,003       5,431       5,756  
      Total non-interest income
    5,474       12,963       16,028       34,321  
 Non-interest expense:
                               
   Compensation, payroll taxes, and other employee benefits
    9,642       9,002       28,643       26,713  
   Occupancy and equipment
    2,781       2,822       8,629       8,500  
   Federal insurance premiums
    756       1,036       2,525       3,057  
   Loss on foreclosed real estate, net
    1,134       1,162       4,002       4,205  
   Other non-interest expense
    3,607       3,256       9,785       9,106  
      Total non-interest expense before goodwill impairment
    17,920       17,278       53,584       51,581  
   Goodwill impairment
    -       -       52,570       -  
      Total non-interest expense
    17,920       17,278       106,154       51,581  
      Income (loss) before income tax expense
    1,947       1,233       (47,790 )     5,281  
 Income tax expense
    610       307       1,236       1,521  
      Net income (loss) before non-controlling interest
    1,337       926       (49,026 )     3,760  
 Net loss (income) attributable to non-controlling interest
    12       -       39       (1 )
      Net income (loss)
  $ 1,349     $ 926     $ (48,987 )   $ 3,759  
                                 
 Per share data:
                               
   Earnings (loss) per share-basic
  $ 0.03     $ 0.02     $ (1.07 )   $ 0.08  
   Earnings (loss) per share-diluted
  $ 0.03     $ 0.02     $ (1.07 )   $ 0.08  
   Cash dividends paid
  $ 0.01     $ 0.03     $ 0.05     $ 0.17  
 
 
11

 
 
 Bank Mutual Corporation and Subsidiaries
   
 Unaudited Supplemental Financial Information
   
 (Dollars in thousands, except per share amounts and ratios)
   
 
   
Three Months Ended September 30
   
Nine Months Ended September 30
 
Loan Originations and Sales
 
2011
   
2010
   
2011
   
2010
 
 Mortgage loan originations:
                       
   One- to four-family
  $ 98,273     $ 173,767     $ 198,408     $ 298,866  
   Multi-family
    20,552       12,278       28,262       24,531  
   Commercial real estate
    15,627       11,171       38,025       13,603  
   Construction and development
    10,361       4,881       23,608       25,097  
     Total mortgage loans
    144,813       202,097       288,303       362,097  
 Consumer loan originations
    25,565       19,313       62,072       57,733  
 Commercial business loan originations
    35,626       14,716       64,635       22,161  
      Total loans originated
  $ 206,004     $ 236,126     $ 415,010     $ 441,991  
                                 
 Mortgage loan sales
  $ 70,138     $ 118,224     $ 150,335     $ 223,114  
                                 
                                 
   
September 30
   
December 31
                 
Loan Portfolio Analysis
  2011     2010                  
 Mortgage loans:
                               
   One- to four-family
  $ 516,790     $ 531,874                  
   Multi-family
    237,182       247,210                  
   Commercial real estate
    237,154       248,253                  
   Construction and development
    72,594       83,490                  
      Total mortgage loans
    1,063,720       1,110,827                  
 Consumer loans
    234,627       243,498                  
 Commercial business loans
    81,114       50,123                  
   Total loans receivable
    1,379,461       1,404,448                  
 Allowance for loan losses
    (35,567 )     (47,985 )                
 Undisbursed loan proceeds and deferred fees and costs
    (36,041 )     (32,894 )                
   Total loans receivable, net
  $ 1,307,853     $ 1,323,569                  
                                 
 Loans serviced for others
  $ 1,076,879     $ 1,076,772                  
 
 
12

 
 
 Bank Mutual Corporation and Subsidiaries
 Unaudited Supplemental Financial Information (continued)
 (Dollars in thousands, except per share amounts and ratios)
 
   
September 30
   
December 31
 
Non-Performing Loans and Assets
 
2011
   
2010
 
 Non-accrual mortgage loans:
           
     One- to four-family
  $ 14,443     $ 18,684  
     Multi-family
    24,552       31,660  
     Commercial real estate
    36,486       41,244  
     Construction and development loans
    10,563       26,563  
         Total non-accrual mortgage loans
    86,044       118,151  
 Non-accrual consumer loans:
               
     Secured by real estate
    1,447       1,369  
     Other consumer loans
    223       275  
         Total non-accrual consumer loans
    1,670       1,644  
 Non-accrual commercial business loans
    1,641       2,779  
         Total non-accrual loans
    89,355       122,574  
 Accruing loans delinquent 90 days or more
    510       373  
         Total non-performing loans
    89,865       122,947  
 Foreclosed properties and repossessed assets
    28,858       19,293  
         Total non-performing assets
  $ 118,723     $ 142,240  
 Non-performing loans to loans receivable, net
    6.87 %     9.29 %
 Non-performing assets to total assets
    4.75 %     5.49 %
 
   
September 30
   
December 31
 
Special Mention and Substandard Loans
 
2011
   
2010
 
(includes all non-performing loans, above)
           
 Mortgage loans:
           
   One- to four-family
  $ 15,408     $ 18,972  
   Multi-family
    34,305       55,011  
   Commercial real estate
    69,510       47,937  
   Construction and development
    21,132       29,546  
      Total mortgage loans
    140,355       151,466  
 Consumer loans
    1,741       1,763  
 Commercial business loans
    5,169       5,298  
   Total
  $ 147,265     $ 158,527  
 
   
Nine Months Ended September 30
 
Activity in Allowance for Loan Losses
 
2011
   
2010
 
 Balance at the beginning of the period
  $ 47,985     $ 17,028  
 Provision for loan losses
    5,079       15,679  
 Charge-offs:
               
   One- to four-family
    (2,519 )     (275 )
   Multi-family
    (4,812 )     -  
   Commercial real estate
    (6,941 )     (5,331 )
   Construction and development loans
    (2,607 )     -  
   Consumer loans
    (724 )     (570 )
   Commercial business loans
    (551 )     (173 )
     Total charge-offs
    (18,154 )     (6,349 )
    Total recoveries
    657       51  
      Net charge-offs
    (17,497 )     (6,298 )
 Balance at the end of the period
  $ 35,567     $ 26,409  
 Net charge-offs to average loans, annualized
    1.71 %     0.56 %
 
   
September 30
   
December 31
 
Allowance Ratios
 
2011
   
2010
 
 Allowance for loan losses to non-performing loans
    39.58 %     39.03 %
 Allowance for loan losses to total loans
    2.72 %     3.63 %
 
 
13

 
 
 Bank Mutual Corporation and Subsidiaries
 Unaudited Supplemental Financial Information (continued)
 (Dollars in thousands, except per share amounts and ratios)
 
   
September 30
   
December 31
             
 Deposit Liabilities Analysis
 
2011
   
2010
             
 Non-interest-bearing checking
  $ 101,315     $ 94,446                  
 Interest-bearing checking
    221,526       219,136                  
 Savings accounts
    210,691       210,334                  
 Money market accounts
    407,207       423,923                  
 Certificates of deposit
    1,068,406       1,130,471                  
    Total deposit liabilities
  $ 2,009,145     $ 2,078,310                  
                                 
                                 
 
   
Three Months Ended September 30
   
Nine Months Ended September 30
 
Selected Operating Ratios
 
2011
   
2010
   
2011
   
2010
 
 Net interest margin (1)
    2.75 %     1.46 %     2.80 %     1.58 %
 Net interest rate spread
    2.64 %     1.26 %     2.68 %     1.37 %
 Return on average assets
    0.22 %     0.11 %     (2.55 )%     0.14 %
 Return on average shareholders' equity
    2.01 %     0.93 %     (22.04 )%     1.25 %
 Efficiency ratio (2)
    85.50 %     88.81 %     85.44 %     91.70 %
 Non-interest expense as a percent of average assets (3)
    2.87 %     1.99 %     2.79 %     1.98 %
 Shareholders' equity to total assets at end of period
    10.87 %     11.54 %     10.87 %     11.54 %
 Tangible common equity to adjusted total assetsat end of period (4)
    10.87 %     10.16 %     10.87 %     10.16 %
(1)
Net interest margin is determined by dividing net interest income by average earning assets for the periods indicated.
(2)
Efficiency ratio is determined by dividing non-interest expense before goodwill impairment by the sum of net interest income and non-interest income less net investment gains and net OTTI loss for the periods indicated.
(3)
Non-interest expense is defined as non-interest expense before goodwill impairment.
(4)
This is a non-GAAP disclosure.  The ratio is computed as shareholders' equity less goodwill divided by total assets less goodwill.
 
 
   
Three Months Ended September 30
   
Nine Months Ended September 30
 
Other Information
 
2011
   
2010
   
2011
   
2010
 
 Average earning assets
  $ 2,252,664     $ 3,213,770     $ 2,258,837     $ 3,215,637  
 Average assets
    2,493,731       3,465,704       2,559,112       3,477,405  
 Average interest bearing liabilities
    2,059,423       2,932,473       2,063,747       2,926,216  
 Average shareholders' equity
    269,024       398,746       296,333       400,827  
 Average tangible shareholders' equity (5)
    269,024       346,176       264,791       348,257  
 Weighted average number of shares outstanding:
                         
    As used in basic earnings per share
    46,179,402       45,590,306       45,997,087       45,568,960  
    As used in diluted earnings per share
    46,179,402       45,798,960       45,997,087       45,898,536  
(5)
Average tangible shareholders' equity is average total shareholders' equity minus goodwill.
 
   
September 30
   
December 31
             
   
2011
   
2010
             
 Number of shares outstanding (net of treasury shares)
    46,228,984       45,769,443                  
 Book value per share
  $ 5.88     $ 6.84                  
 
   
September 30
   
December 31
             
Weighted Average Net Interest Rate Spread
 
2011
   
2010
             
 Yield on loans
    5.11 %     5.45 %              
 Yield on investments
    2.48 %     2.74 %                     
 Combined yield on loans and investments
    4.13 %     4.55 %                
 Cost of deposits
    0.90 %     1.12 %                
 Cost of borrowings
    4.75 %     4.79 %                
 Total cost of funds
    1.17 %     1.37 %                
 Interest rate spread
    2.96 %     3.18 %                
 
 
 
14