10-Q 1 d295328d10q.htm FORM 10-Q Form 10-Q
Table of Contents

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2011

or

 

¨ 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   (IRS Employer Identification No.)
incorporation or organization)  

 

25 West Main Street

Madison, Wisconsin

  53703
(Address of principal executive office)   (Zip Code)

(608) 252-8700

Registrant’s 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   x     No  ¨

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  x     No  ¨

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   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ¨     No   x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class: Common stock — $.10 Par Value

Number of shares outstanding as of January 31, 2012: 21,677,594

 

 

 

 


Table of Contents

ANCHOR BANCORP WISCONSIN INC.

INDEX—FORM 10-Q

 

     Page #  

Part I — Financial Information

  

Item 1 Financial Statements

  

Unaudited Consolidated Balance Sheets as of December 31, 2011 and March 31, 2011

     3   

Unaudited Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended December 31, 2011 and 2010

     4   

Unaudited Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Nine Months Ended December 31, 2011 and Year Ended March 31, 2011

     6   

Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2011 and 2010

     7   

Notes to Unaudited Consolidated Financial Statements

     9   

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

     45   

Executive Overview

     45   

Results of Operations

     51   

Financial Condition

     58   

Regulatory Developments

     59   

Risk Management

     63   

Credit Risk Management

     63   

Liquidity Risk Management

     70   

Market Risk Management

     74   

Critical Accounting Estimates and Judgments

     76   

Forward Looking Statements

     79   

Item 3 Quantitative and Qualitative Disclosures About Market Risk

     81   

Item 4 Controls and Procedures

     81   

Part II — Other Information

  

Item 1 Legal Proceedings

     82   

Item 1A Risk Factors

     82   

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

     82   

Item 3 Defaults Upon Senior Securities

     82   

Item 4 Removed and Reserved

     82   

Item 5 Other Information

     82   

Item 6 Exhibits

     82   

Signatures

     83   

 

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ANCHOR BANCORP WISCONSIN INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(unaudited)

 

     December 31     March 31,  
     2011     2011  
     (In Thousands, Except Share Data)  

Assets

    

Cash and due from banks

   $ 61,634      $ 34,596   

Interest-bearing deposits

     389,713        72,419   
  

 

 

   

 

 

 

Cash and cash equivalents

     451,347        107,015   

Investment securities available for sale

     184,651        523,289   

Investment securities held to maturity (fair value of $21 and $28, respectively)

     21        27   

Loans:

    

Held for sale

     36,962        7,538   

Held for investment, less allowance for loan losses of $130,926 at December 31, 2011 and $150,122 at March 31, 2011

     2,166,351        2,520,367   

Foreclosed properties and repossessed assets, net

     86,925        90,707   

Real estate held for development and sale

     544        717   

Premises and equipment, net

     26,647        29,127   

Federal Home Loan Bank stock—at cost

     54,829        54,829   

Mortgage servicing rights, net

     20,234        24,961   

Accrued interest receivable

     13,187        16,353   

Other assets

     19,875        19,895   
  

 

 

   

 

 

 

Total assets

   $ 3,061,573      $ 3,394,825   
  

 

 

   

 

 

 

Liabilities and Stockholders’ Deficit

    

Deposits

    

Non-interest bearing

   $ 261,333      $ 240,671   

Interest bearing deposits and accrued interest payable

     2,218,033        2,466,489   
  

 

 

   

 

 

 

Total deposits and accrued interest payable

     2,479,366        2,707,160   

Other borrowed funds

     533,800        654,779   

Accrued interest and fees payable on borrowings

     37,816        24,818   

Accrued taxes, insurance and employee related expenses

     8,440        6,609   

Other liabilities

     27,478        14,630   
  

 

 

   

 

 

 

Total liabilities

     3,086,900        3,407,996   
  

 

 

   

 

 

 

Commitments and contingent liabilities (Note 10)

    

Preferred stock, $0.10 par value, 5,000,000 shares authorized, 110,000 shares issued and outstanding; dividends in arrears of $17,194 at December 31, 2011 and $12,507 at March 31, 2011

     94,577        89,008   

Common stock, $0.10 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

     110,826        111,513   

Retained deficit

     (141,716     (103,362

Accumulated other comprehensive income (loss) related to AFS securities

     4,069        (16,397

Accumulated other comprehensive loss related to OTTI securities—non credit factors

     (3,667     (3,555
  

 

 

   

 

 

 

Total accumulated other comprehensive income (loss)

     402        (19,952

Treasury stock (3,685,745 shares at December 31, 2011 and March 31, 2011 ), at cost

     (90,259     (90,534

Deferred compensation obligation

     (1,693     (2,380
  

 

 

   

 

 

 

Total stockholders’ deficit

     (25,327     (13,171
  

 

 

   

 

 

 

Total liabilities and stockholders’ deficit

   $ 3,061,573      $ 3,394,825   
  

 

 

   

 

 

 

See accompanying Notes to Unaudited Consolidated Financial Statements.

 

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ANCHOR BANCORP WISCONSIN INC. AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

 

     Three Months Ended December 31,     Nine Months Ended December 31,  
     2011     2010     2011     2010  
     (In Thousands, Except Per Share Data)  

Interest income:

        

Loans

   $ 28,324      $ 36,631      $ 90,370      $ 117,461   

Investment securities and Federal Home Loan Bank stock

     1,395        4,442        8,311        11,308   

Interest bearing deposits

     257        78        407        454   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total interest income

     29,976        41,151        99,088        129,223   

Interest expense:

        

Deposits

     6,051        10,993        20,112        40,048   

Other borrowed funds

     7,911        7,844        22,942        25,555   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total interest expense

     13,962        18,837        43,054        65,603   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income

     16,014        22,314        56,034        63,620   

Provision for credit losses

     8,380        21,412        28,977        41,020   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income after provision for credit losses

     7,634        902        27,057        22,600   

Non-interest income:

        

Impairment on new OTTI securities

     —          —          —          —     

Non-credit related impairment on new OTTI securities recognized in other comprehensive income

     —          —          —          —     

Reclassification of credit related other-than-temporary impairment from other comprehensive income

     (155     (163     (337     (362
  

 

 

   

 

 

   

 

 

   

 

 

 

Net impairment losses recognized in earnings

     (155     (163     (337     (362

Loan servicing income, net of amortization

     (1,571     (416     (325     1,076   

Credit enhancement income on mortgage loans sold

     5        116        67        605   

Service charges on deposits

     2,926        2,855        8,667        9,773   

Investment and insurance commissions

     910        971        2,864        2,696   

Net gain on sale of loans

     6,018        5,601        11,185        16,164   

Net gain on sale of investment securities

     20        1,187        6,362        7,952   

Net gain on sale of branches

     —          100        —          7,348   

Revenue from real estate partnership operations

     107        —          158        387   

Other

     1,234        1,435        3,559        3,434   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total non-interest income

     9,494        11,686        32,200        49,073   

(Continued)

 

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ANCHOR BANCORP WISCONSIN INC. AND SUBSIDIARIES

Consolidated Statements of Operations (Con’t.)

(Unaudited)

 

     Three Months Ended
December 31,
    Nine Months Ended
December 31,
 
     2011     2010     2011     2010  
     (In Thousands, Except Per Share Data)  

Non-interest expense:

        

Compensation

   $ 10,806      $ 10,396      $ 30,863      $ 31,799   

Occupancy

     2,070        1,921        5,975        6,305   

Federal deposit insurance premiums

     1,828        1,423        5,535        9,119   

Furniture and equipment

     1,476        1,520        4,631        5,023   

Data processing

     1,665        1,627        4,656        4,981   

Marketing

     147        248        879        965   

Expenses from real estate partnership operations

     41        32        760        547   

OREO operations—net expense

     6,179        3,307        17,968        15,747   

Mortgage servicing rights impairment (recovery)

     (985     (1,611     4,305        (149

Legal services

     1,376        1,866        3,577        6,645   

Other professional fees

     437        767        1,513        2,877   

Other

     3,957        3,151        11,370        10,595   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total non-interest expense

     28,997        24,647        92,032        94,454   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (11,869     (12,059     (32,775     (22,781

Income tax expense

     —          —          10        14   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (11,869     (12,059     (32,785     (22,795

Preferred stock dividends in arrears

     (1,572     (1,494     (4,687     (4,431

Preferred stock discount accretion

     (1,853     (1,853     (5,569     (5,569
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss available to common equity

   $ (15,294   $ (15,406   $ (43,041   $ (32,795
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (11,869   $ (12,059   $ (32,785   $ (22,795

Reclassification adjustment for net gains recognized in income

     (20     (1,187     (6,362     (7,952

Reclassification adjustment for credit related other-than-temporary impairment recognized in income

     155        163        337        362   

Change in net unrealized gains (losses) on available-for-sale securities

     (459     (21,897     26,379        (7,245
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss

   $ (12,193   $ (34,980   $ (12,431   $ (37,630
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss per common share:

        

Basic

   $ (0.72   $ (0.72   $ (2.03   $ (1.54

Diluted

     (0.72     (0.72     (2.03   $ (1.54

Dividends declared per common share

     —          —          —          —     

See accompanying Notes to Unaudited Consolidated Financial Statements.

 

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ANCHOR BANCORP WISCONSIN INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(Unaudited)

 

                                           Accu-        
                                           mulated        
                                           Other        
                                           Compre-        
                   Additional                 Deferred     hensive        
     Preferred      Common      Paid-in     Retained     Treasury     Compensation     Income        
     Stock      Stock      Capital     (Deficit)     Stock     Obligation     (Loss)     Total  
     (In Thousands)  

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 related other-than- temporary impairments:

                  

Available-for-sale securities, net of tax of $0

     —           —           —          —          —          —          8        8   

Reclassification adjustment for realized net gains recognized in income, net of tax of $0

     —           —           —          —          —          —          (8,661     (8,661

Reclassification adjustment for unrealized credit related other-than-temporary impairment losses recognized 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 stock-based 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

     —           —           —          (32,785     —          —          —          (32,785

Reclassification adjustment for realized net gains recognized in income, net of tax of $0

     —           —           —          —          —          —          (6,362     (6,362

Reclassification adjustment for unrealized credit related other-than-temporary impairment losses recognized in income, net of tax of $0

     —           —           —          —          —          —          337        337   

Change in net unrealized gains (losses) on available-for-sale securities net of tax of $0

     —           —           —          —          —          —          26,379        26,379   
                  

 

 

 

Comprehensive loss

                   $ (12,431
                  

 

 

 

Issuance of treasury stock

     —           —           —          —          275        —          —          275   

Change in stock-based deferred compensation obligation

     —           —           (687     —          —          687        —          —     

Accretion of preferred stock discount

     5,569         —           —          (5,569     —          —          —          —     
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2011

   $ 94,577       $ 2,536       $ 110,826      $ (141,716   $ (90,259   $ (1,693   $ 402      $ (25,327
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying Notes to Consolidated Financial Statements

 

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ANCHOR BANCORP WISCONSIN INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

 

     Nine Months Ended December 31,  
     2011     2010  
     (In Thousands)  

Operating Activities

    

Net loss

   $ (32,785   $ (22,795

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Provision for credit losses

     28,977        41,020   

Provision for OREO losses

     11,168        7,229   

Depreciation and amortization

     2,614        3,955   

Amortization and accretion of investment securities premium/discount, net

     932        2,192   

Mortgage servicing rights impairment (recovery)

     4,305        (149

Cash paid to originate loans held for sale

     (669,264     (699,518

Cash received on sale of loans held for sale

     651,025        697,970   

Net gain on sales of loans

     (11,185     (16,164

Net gain on sale of investment securities

     (6,362     (7,952

Net gain on sale of foreclosed properties

     (4,177     (3,325

Net gain on sale of branches

     —          (7,348

Net unrealized impairment losses recognized in earnings

     337        362   

Stock-based compensation expense

     275        348   

Decrease in accrued interest receivable

     3,166        3,029   

Increase (decrease) in prepaid expense and other assets

     442        26,457   

Increase in accrued interest and fees payable on borrowings

     11,136        5,826   

Increase in other liabilities

     15,418        12,134   
  

 

 

   

 

 

 

Net cash provided by operating activities

     6,022        43,271   

Investing Activities

    

Proceeds from sale of investment securities

     333,791        385,209   

Proceeds from maturity of investment securities

     —          62,825   

Purchase of investment securities

     —          (615,458

Principal collected on investment securities

     30,300        44,399   

Net decrease in loans held for investment

     263,763        388,280   

Purchases of premises and equipment

     (1,123     (1,232

Sales of premises and equipment

     989        496   

Capitalized improvments of OREO

     —          (522

Proceeds from sale of OREO

     58,067        34,408   

Proceeds from sale of real estate held for development and sale

     173        91   

Branch sale—Royal Credit Union net of cash and cash equivalents

     —          (99,897

Branch sale—Nicolet net of cash and cash equivalents

     —          (80,256
  

 

 

   

 

 

 

Net cash provided by investing activities

     685,960        118,343   

(Continued)

 

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ANCHOR BANCORP WISCONSIN INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Cont’d)

(Unaudited)

 

     Nine Months Ended December 31,  
     2011     2010  
     (In Thousands)  

Financing Activities

    

Decrease in deposit accounts

   $ (221,196   $ (418,821

Decrease in advance payments by borrowers for taxes and insurance

     (5,475     (7,837

Proceeds from borrowed funds

     1,550,000        15,500   

Repayment of borrowed funds

     (1,670,979     (128,100
  

 

 

   

 

 

 

Net cash used in financing activities

     (347,650     (539,258
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     344,332        (377,644

Cash and cash equivalents at beginning of period

     107,015        512,162   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 451,347      $ 134,518   
  

 

 

   

 

 

 

Supplementary cash flow information:

    

Cash paid or credited to accounts:

    

Interest on deposits and borrowings

   $ 31,918      $ 71,728   

Income taxes

     —          (17,142

Non-cash transactions:

    

Transfer of loans to foreclosed properties

     61,276        51,595   

See accompanying Notes to Unaudited Consolidated Financial Statements

 

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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 Bank’s 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) for 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 properties and repossessed assets (also known as other real estate owned or OREO), mortgage servicing rights and deferred tax assets, and the fair value of investment securities and loans held for sale. The results of operations and other data for the three- and nine-month periods ended December 31, 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. See Note 16 to the consolidated financial statements. 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 Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2011.

The Corporation’s investment in real estate held for investment and sale includes 50% owned real estate partnerships deemed to be variable interest entities which are consolidated by the entity that will absorb a majority of the entity’s expected losses, receives a majority of the entity’s expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity.

Certain prior period amounts have been reclassified to conform to the current period presentations with no impact on net income (loss) or total equity.

 

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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”). 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 Corporation Order requires the Corporation to notify, and in certain cases to obtain the permission of, the Federal Reserve 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 Corporation’s management and board for material deviations between the cash flow plan’s projections and actual results (the “Variance Analysis Report”). Within 45 days following the end of each quarter, the Corporation is required to provide the Federal Reserve its Variance Analysis Report for that quarter.

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 Bank also developed and submitted within the 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 regularly 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 must 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 December 31, 2011 the Bank had a core capital ratio of 4.26% and 4.11%, respectively, and a total risk-based capital ratio of 8.04% and 8.07%, respectively, each below the required capital ratios set forth above. Without a waiver, amendment or modification of the Orders by regulators, 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 Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009.

As referenced above, 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 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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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 Federal Reserve, the OCC and FDIC on a regular basis concerning the Corporation’s and Bank’s 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 Corporation’s and Bank’s proposals are accepted by the Federal regulators, that these proposals will be successfully implemented. While the Corporation’s management continues to exert maximum effort to attract new capital, significant operating losses in fiscal 2009, 2010, 2011 and fiscal year to date 2012, significant levels of criticized assets and low levels of capital raise substantial doubt as to the Corporation’s 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.

As discussed in greater detail in the previous section, 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. The OCC and Federal Reserve now have oversight authority of this plan.

Further, the Corporation entered into an amendment dated November 29, 2011 (“Amendment No. 8”) to the Amended and Restated Credit Agreement (“Credit Agreement”) with U.S. Bank NA, as described in Note 13, in which existing interest rate remained the same and the financial covenants related to capital ratios and non-performing loans were moderately relaxed. 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 December 31, 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, 2012, which may, if we are unable to secure an extension at that time, 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 management’s efforts will be successful. These conditions also raise substantial doubt as to the Corporation’s ability to continue as a going concern. The continued weakness in the economy and the decrease in valuations of real estate have had a significant adverse impact on the Corporation’s 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 $32.8 million and $22.8 million for the nine months ended December 31, 2011 and 2010, respectively. Stockholders’ equity decreased from a deficit of $13.2 million or (0.39)% of total assets at March 31, 2011 to a deficit of $25.3 million or (0.83)% of total assets at December 31, 2011. At December 31, 2011, the Bank’s risk-based capital ratio of 8.07% is considered adequately capitalized for regulatory purposes. However, the Bank’s 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 $8.4 million for the three months ended December 31, 2011. The Corporation’s net interest income will continue to be adversely impacted by the level of non-performing assets and the Corporation expects additional losses into the next fiscal year.

 

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Note 4 — Recent Accounting Pronouncements

ASU No. 2010-20, “Receivables (Topic 310)—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 entity’s 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 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 Corporation’s 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 were originally required for the Corporation’s 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 deferred the effective date of the loan modification disclosures pending further guidance.

ASU No. 2011-02, “Receivables (Topic 310) – A Creditor’s 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 (TDR), 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 debtor’s guidance on restructuring of payables when evaluating whether a restructuring constitutes a troubled debt restructuring. The amendments to Topic 310 also required new disclosures regarding currently outstanding TDRs and TDR activity during the period. ASU 2011-02 is effective for interim and annual periods beginning on or after June 15, 2011. The Corporation adopted ASU 2011-02 in its second fiscal quarter.

As a result of adopting the amendments in ASU 2011-02, the Corporation reassessed all restructurings that occurred on or after April 1, 2011, the beginning of the current fiscal year, for identification as TDRs. The Corporation identified as TDRs certain receivables for which the allowance for credit losses had previously been measured under a general allowance for credit losses methodology. Upon identifying those receivables as TDRs, the Corporation identified them as impaired under the guidance in ASC 310-10-35. The amendments in ASU 2011-02 require prospective application of impairment measured in accordance with the guidance of ASC 310-10-35 for the receivables that are newly identified as impaired. The adoption of the ASU resulted in an increase in the number of loans within its commercial real estate portfolios that are considered TDRs but did not have a substantially material impact on the Company’s financial statements for the periods ended September 30, 2011. At September 30, 2011, the period of adoption, the recorded investment in receivables for which the allowance for credit losses was previously measured under a general allowance for credit losses methodology and are now impaired under ASC 310-10-35 was $258,000, and the resulting allowance for credit losses associated with those receivables, on the basis of a current evaluation of loss, was zero.

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 entity’s 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 entity’s shareholders’ equity with the guidance for liabilities; and (5) Disclosure requirements have been

 

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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 Corporation’s 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 Corporation’s 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 stockholders’ equity (deficit) 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 Corporation’s interim reporting period beginning on or after December 15, 2011, with retrospective application required and early adoption permitted. The Corporation adopted ASU No. 2011-05 as of September 30, 2011. The adoption resulted in presentation changes to the Corporation’s statements of operations with the addition of a statement of comprehensive loss. The adoption of ASU No. 2011-05 had no material impact on the Corporation’s financial statements.

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 December 31, 2011:

          

Available-for-sale:

          

U.S. government sponsored and federal agency obligations

   $ 4,030       $ 202       $ —        $ 4,232   

Corporate stock and bonds

     651         57         (43     665   

Agency CMOs and REMICs

     280         17         —          297   

Non-agency CMOs

     26,919         143         (3,782     23,280   

Residential agency mortgage-backed securities

     4,649         276         —          4,925   

GNMA securities

     147,720         3,536         (4     151,252   
  

 

 

    

 

 

    

 

 

   

 

 

 
   $ 184,249       $ 4,231       $ (3,829   $ 184,651   
  

 

 

    

 

 

    

 

 

   

 

 

 

Held-to-maturity:

          

Residential agency mortgage-backed securities

   $ 21       $ —         $ —        $ 21   
  

 

 

    

 

 

    

 

 

   

 

 

 

 

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            Gross      Gross        
     Amortized      Unrealized      Unrealized        
     Cost      Gains      (Losses)     Fair Value  

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 Corporation’s 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 December 31, 2011 and March 31, 2011.

 

     At December 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 bonds

   $ 108       $ (43   $ —         $ —        $ 108       $ (43

Non-agency CMOs

     —           —          19,040         (3,782     19,040         (3,782

Residential agency mortgage-backed securities

     —           —          —           —          —           —     

GNMA securities

     2,066         (4     —           —          2,066         (4
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 
   $ 2,174       $ (47   $ 19,040       $ (3,782   $ 21,214       $ (3,829
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

     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 bonds

   $ —         $ —        $ 68       $ (19   $ 68       $ (19

Non-agency CMOs

     4,020         (22     22,382         (3,633     26,402         (3,655

Residential agency 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 include 16 investment securities at December 31, 2011 compared to 46 at March 31, 2011 that, due to the economic environment, credit spreads 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) no intent to sell 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.

 

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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 security’s 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, discounted at the purchase yield or current accounting yield of the security, and the amortized cost basis is the credit loss. The credit loss is the portion of the total impairment that is recognized in earnings and is a reduction in 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 Corporation’s other-than-temporarily impaired debt securities are non-agency CMOs. On a cumulative basis, for securities owned as of December 31, 2011, other-than-temporary impairments recognized in earnings by year of vintage of the underlying mortgage collateral were $1,556,000 for 2007, $319,000 for 2006, $393,000 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 used to determine the portion of the impairment that is other-than-temporary due to credit losses, and the portion that is temporary due to all other factors.

To estimate the fair value of non-agency CMOs, the cash flow model discounts 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 other pricing services 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 other-than-temporary impairment (“OTTI”) attributable to credit losses for the non-agency CMOs 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 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 December 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 of non-agency CMOs with similar attributes. The month 1 to month 24 constant default rate in the model ranged from 2.67% to 10.59%.

At December 31, 2011, the Corporation had 14 non-agency CMOs with a fair value of $20.9 million and an adjusted cost basis of $24.6 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. An increase in other-than-temporary impairment due to credit losses of $155,000 was included in earnings for the three months ended December 31, 2011. For the quarter ended December 31, 2011, the Corporation realized actual losses of $106,000 related to credit issues (i.e. – principal reduced without a receipt of cash) that were previously recognized in earnings as unrealized other-than-temporary impairment.

The Corporation has $4,000 in gross unrealized losses on Ginnie Mae (“GNMA”) and corporate stock and bond securities as of December 31, 2011 due to increases in interest rates and other non-credit factors. 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).

 

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The following table is a rollforward of the amount of other-than-temporary impairment related to unrealized credit losses that have been recognized in earnings for which a portion of impairment (non-credit related) was recognized in other comprehensive income (loss) for the three and nine months ended December 31, 2011 and 2010 (in thousands):

 

     Three months ended December 31,      Nine months ended December 31,  
     2011     2010      2011     2010  

Beginning balance of unrealized OTTI related to credit losses

   $  2,244      $  1,964       $  2,197      $  1,889   

Additional unrealized OTTI related to credit losses for which OTTI was previously recognized

     155        163         337        362   

Credit related OTTI previously recognized for securities sold during the period

     —          —           —          (124

Decrease for realized amount of credit losses for which unrealized credit related OTTI was previously recognized

     (106     —           (241     —     
  

 

 

   

 

 

    

 

 

   

 

 

 

Ending balance of unrealized OTTI related to credit losses

   $ 2,293      $ 2,127       $ 2,293      $ 2,127   
  

 

 

   

 

 

    

 

 

   

 

 

 

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      Nine Months Ended  
     December 31,      December 31,  
     2011      2010      2011     2010  
     (In Thousands)  

Proceeds from sales:

   $ 115,162       $ 82,490       $ 333,791      $ 385,209   

Gross gains on sales

     20         1,187         6,401        7,952   

Gross losses on sales

     —           —           (39     —     
  

 

 

    

 

 

    

 

 

   

 

 

 

Net gain (loss) on sales

   $ 20       $ 1,187       $ 6,362      $ 7,952   
  

 

 

    

 

 

    

 

 

   

 

 

 

At December 31, 2011 and March 31, 2011, investment securities available-for-sale with a fair value of approximately $155.7 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 December 31, 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.

 

     Within
1 Year
     After 1
Year
through 5
Years
     After 5
Years
through 10
Years
     Over Ten
Years
     Total  
     (In Thousands)  

Available-for-sale, at fair value:

              

U.S. government sponsored and federal agency obligations

   $ —         $ 4,232       $ —         $ —         $ 4,232   

Corporate stock and bonds

     —           —           —           665         665   

Agency CMOs and REMICs

     —           —           —           297         297   

Non-agency CMOs

     19         —           947         22,314         23,280   

Residential agency mortgage-backed securities

     31         34         991         3,869         4,925   

GNMA securities

     —           —           493         150,759         151,252   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 50       $ 4,266       $ 2,431       $ 177,904       $ 184,651   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Held-to-maturity, at fair value:

              

Residential agency mortgage-backed securities

   $ —         $ 21       $ —         $ —         $ 21   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ —         $ 21       $ —         $ —         $ 21   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 50       $ 4,287       $ 2,431       $ 177,904       $ 184,672   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Held-to-maturity, at cost:

              

Residential agency mortgage-backed securities

   $ —         $ 21       $ —         $ —         $ 21   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Note 6 — Loans Receivable

Loans receivable held for investment consist of the following (in thousands):

 

     December 31,     March 31,  
     2011     2011  

Residential

   $ 591,333      $ 648,514   

Commercial and industrial

     50,763        99,689   

Commercial real estate:

    

Land and construction

     205,641        251,043   

Multi-family

     358,841        423,587   

Retail/office

     335,215        419,439   

Other commercial real estate

     248,971        276,688   

Consumer:

    

Education

     251,791        276,735   

Other consumer

     279,966        287,151   
  

 

 

   

 

 

 

Total unpaid principal balance

     2,322,521        2,682,846   
  

 

 

   

 

 

 

Allowance for loan losses

     (130,926     (150,122

Undisbursed loan proceeds(1)

     (21,948     (8,761

Unearned loan fees, net

     (3,152     (3,476

Unearned interest

     (144     (115

Net discount on loans purchased

     —          (5
  

 

 

   

 

 

 

Total contras to loans

     (156,170     (162,479
  

 

 

   

 

 

 

Loans held for investment

   $ 2,166,351      $ 2,520,367   
  

 

 

   

 

 

 

 

(1) 

Undisbursed loan proceeds are funds to be disbursed upon a draw request approved by the Corporation.

Residential Loans

At December 31, 2011, $591.3 million, or 25.4%, of the Corporation’s 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 Corporation’s portfolio have up to 30-year maturities and terms which permit the Corporation to annually increase or decrease the rate on the loans, based on a designated index. These rate changes are generally subject to a limit of 2% per adjustment and an aggregate 6% adjustment over the life of the loan. These loans are documented according to standard industry practices. The Corporation 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 Corporation’s 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 Corporation believes that these risks, which have not had a material adverse effect on the Corporation to date, generally are less than the risks associated with holding fixed-rate loans in an increasing interest rate environment. Also, as interest rates decline, borrowers may refinance their mortgages into fixed-rate loans thereby prepaying the balance of the loan prior to maturity. At December 31, 2011, approximately $404.3 million, or 68.4%, of the Corporation’s held for investment residential loans unpaid principal balance consisted of loans with adjustable interest rates.

The Corporation continues to originate long-term, fixed-rate conventional mortgage loans. The Corporation 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 a small percentage of loan production in its portfolio. In order to provide a

 

18


Table of Contents

full range of products to its customers, the Corporation also participates in the loan origination programs of Wisconsin Housing and Economic Development Authority (“WHEDA”), Wisconsin Department of Veterans Affairs (“WDVA”), Federal Housing Administration (“FHA”) and the USDA Rural Guarantee Program. The Corporation retains the right to service substantially all loans that it sells.

At December 31, 2011, approximately $187.0 million, or 31.6%, of the Corporation’s held for investment residential loans unpaid principal balance consisted of loans with fixed rates of interest. Although these loans generally provide for repayments of principal over a fixed period of 10 to 30 years, it is the Corporation’s 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 Corporation originates loans for commercial, corporate and business purposes, including issuing letters of credit. At December 31, 2011, the unpaid principal balance receivable of commercial and industrial loans amounted to $50.8 million, or 2.2%, of the Corporation’s total loans unpaid principal balance receivable. The Corporation’s commercial and industrial loan portfolio is comprised of loans for a variety of business purposes and generally is secured by equipment, machinery and other corporate assets. These 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 Corporation originates commercial real estate loans that it typically holds in its loan portfolio which includes land and construction, multi-family, retail/office and other commercial real estate. Such loans generally have adjustable rates and shorter terms than single-family residential loans, thus increasing the earnings sensitivity of the loan portfolio to changes in interest rates, as well as providing higher fees and rates than residential loans. At December 31, 2011, the Corporation had $1.15 billion of loans unpaid principal balance receivable secured by commercial real estate, which represented 49.5% of the total loans unpaid principal balance receivable. The Corporation generally limits the origination of such loans to its primary market area.

The Corporation’s commercial real estate loans are primarily secured by apartment buildings, office and industrial buildings, land, warehouses, small retail shopping centers and various special purpose properties, including hotels, and nursing homes.

Although terms vary, commercial real estate loans generally have amortization periods 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 Corporation’s discretion, based on a designated index.

Consumer Loans

The Corporation offers consumer loans in order to provide a wider range of financial services to its customers. At December 31, 2011, $531.8 million, or 22.9%, of the Corporation’s 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.

Approximately $251.8 million, or 10.8%, of the Corporation’s total loans unpaid principal balance receivable at December 31, 2011 consisted of education loans. These loans 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 status on an installment basis within six months of graduation. Education loans generally have interest rates that adjust annually in accordance with a designated index. Both the principal amount of an education loan and interest thereon are generally guaranteed by the Great Lakes Higher Education Corporation up to 97% of the balance of the loan, which typically obtains reinsurance of its obligations from the U.S. Department of Education. During the quarter ended September 30, 2010, the Corporation discontinued the origination of student loans. Education loans may be sold to the U.S. Department of Education or to other investors. The Corporation received no proceeds from sale of education loans during the first nine months of fiscal 2012.

 

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Table of Contents

The largest component of the Corporation’s 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 borrower’s residence. New home equity lines do not exceed 85% of appraised value of the property at the loan origination date. A fixed-rate home equity second mortgage term product is also offered.

The remainder of the Corporation’s other consumer loan portfolio consists of vehicle loans and other secured and unsecured loans made for a variety of consumer purposes. These include credit extended through credit cards issued by a third party, ELAN Financial Services (ELAN), pursuant to an agency arrangement under which the Corporation participates in outstanding balances, currently at 25% to 28%, with ELAN. The Corporation also shares 33% to 37% of annual fees, and 30% of late payment, over limit and cash advance fees, as well as 25% to 30% of interchange income paid to ELAN.

Allowances for Loan Losses

The allowance for loan losses consists of specific and general components even though the entire allowance is available to cover losses on any loan. The specific allowance component relates to impaired and other substandard rated loans. For such loans, an allowance is established when the discounted cash flows (or collateral value if repayment relies solely on the operation or sale of the collateral) of the impaired loan are lower than the carrying value of that loan. The general allowance component covers pass and watch rated loans and is based on historical loss experience adjusted for the various qualitative and quantitative factors listed below. Loans graded substandard and below are individually examined closely to determine the appropriate loan loss reserve. The Corporation also maintains a reserve for unfunded commitments and letters of credit which is classified in other liabilities.

The following table presents the allowance for loan losses by component, along with the unpaid principal balance of loans by risk category:

 

     At December 31,      At March 31,  
     2011      2011  
     (In Thousands)  

Allowance for loan losses by component

     

General component

   $ 36,375       $ 44,940   

Substandard loan component

     36,487         50,989   

Specific component

     58,064         54,193   
  

 

 

    

 

 

 

Total allowance for loan losses

   $ 130,926       $ 150,122   
  

 

 

    

 

 

 

Loans by risk category

     

Pass

   $ 1,689,670       $ 1,864,763   

Watch

     164,463         237,837   
  

 

 

    

 

 

 

Total pass and watch rated loans

     1,854,133         2,102,600   
  

 

 

    

 

 

 

Total substandard, excluding TDR accrual

     121,103         208,184   
  

 

 

    

 

 

 

TDR accrual

     86,133         89,417   

Non-accrual

     261,152         282,645   
  

 

 

    

 

 

 

Total impaired loans

     347,285         372,062   
  

 

 

    

 

 

 

Total unpaid principal balance

   $ 2,322,521       $ 2,682,846   
  

 

 

    

 

 

 

 

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Table of Contents

A summary of the activity in the allowance for loan losses follows:

 

     Three Months Ended
December 31,
    Nine Months Ended
December 31,
 
     2011     2010     2011     2010  
     (In Thousands)  

Allowance at beginning of period

   $ 138,347      $ 156,186      $ 150,122      $ 179,644   

Provision

     8,427        21,691        29,262        40,213   

Charge-offs

     (18,242     (23,467     (56,187     (68,257

Recoveries

     2,394        3,028        7,729        5,838   
  

 

 

   

 

 

   

 

 

   

 

 

 

Allowance at end of period

   $ 130,926      $ 157,438      $ 130,926      $ 157,438   
  

 

 

   

 

 

   

 

 

   

 

 

 

The following table presents activity in the allowance for loan losses by portfolio segment (in thousands):

 

     Three months ended December 31, 2011  
     Residential     Commercial
and Industrial
    Commercial
Real Estate
    Consumer     Total  

Allowance for loan losses:

          

Beginning balance

   $ 18,031      $ 19,810      $ 97,783      $ 2,723      $ 138,347   

Provisions

     (2,244     475        9,658        538        8,427   

Charge-offs

     (1,067     (6,572     (9,888     (715     (18,242

Recoveries

     545        230        1,442        177        2,394   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

   $ 15,265      $ 13,943      $ 98,995      $ 2,723      $ 130,926   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     Nine months ended December 31, 2011  
     Residential     Commercial
and Industrial
    Commercial
Real Estate
    Consumer     Total  

Allowance for loan losses:

          

Beginning balance

   $ 20,487      $ 19,541      $ 106,445      $ 3,649      $ 150,122   

Provisions

     (2,134     3,500        26,943        953        29,262   

Charge-offs

     (4,489     (10,624     (38,613     (2,461     (56,187

Recoveries

     1,401        1,526        4,220        582        7,729   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

   $ 15,265      $ 13,943      $ 98,995      $ 2,723      $ 130,926   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

The following table presents the balance in the allowance for loan losses and the unpaid principal balance of loans by portfolio segment and based on impairment evaluation method as of December 31, 2011 (in thousands):

 

     Residential      Commercial
and Industrial
     Commercial
Real Estate
     Consumer      Total  

Allowance for loan losses:

              

Individually evaluated for impairment

   $ 6,263       $ 6,251       $ 45,188       $ 362       $ 58,064   

Collectively evaluated for impairment

     9,002         7,692         53,807         2,361         72,862   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 15,265       $ 13,943       $ 98,995       $ 2,723       $ 130,926   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Loans:

              

Loans individually evaluated

   $ 52,674       $ 13,239       $ 272,450       $ 8,922       $ 347,285   

Loans collectively evaluated

     538,659         37,524         876,218         522,835         1,975,236   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 591,333       $ 50,763       $ 1,148,668       $ 531,757       $ 2,322,521   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

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
December 31,
    Nine months ended
December 31,
 
     2011     2010     2011     2010  
     (In Thousands)  

Provision for loan losses

   $ 8,427      $ 21,691      $ 29,262      $ 40,213   

Provision for unfunded commitment losses

     (47     (279     (285     807   
  

 

 

   

 

 

   

 

 

   

 

 

 

Provision for credit losses

   $ 8,380      $ 21,412      $ 28,977      $ 41,020   
  

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2011, the Corporation has identified $347.3 million unpaid principal balance of loans as impaired which includes performing troubled debt restructurings. At March 31, 2011, impaired loans were $372.1 million. A loan is identified as impaired when, based on current information and events, it is probable that the Corporation 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 certain impaired loans is recognized on a cash basis. The carrying amount of impaired loans represents the unpaid principal balance less the associated allowance.

A substantial portion of the Corporation’s loans are collateralized by real estate in Wisconsin and adjacent states. Accordingly, the ultimate collectability of the loan portfolio is susceptible to changes in real estate market conditions in that area.

 

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Table of Contents

The following table presents impaired loans segregated by loans with no specific allowance and loans with an allowance, by class of loans, as of December 31, 2011 (in thousands):

 

     Carrying
Amount
     Unpaid
Principal
Balance
     Associated
Allowance
     Average
Carrying
Amount
     Fiscal Year to
Date Interest
Income
Recognized
 

With no specific allowance recorded:

              

Residential

   $ 19,375       $ 19,375       $ N/A       $ 22,518       $ 132   

Commercial and industrial

     4,713         4,713         N/A         9,999         (34

Land and construction

     31,335         31,335         N/A         36,587         78   

Multi-family

     23,714         23,714         N/A         25,781         220   

Retail/office

     27,115         27,115         N/A         30,965         757   

Other commercial real estate

     12,606         12,606         N/A         13,433         339   

Education

     —           —           N/A         —           —     

Other consumer

     477         477         N/A         557         51   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     119,335         119,335         —           139,840         1,543   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

With an allowance recorded(1):

              

Residential

     27,036         33,299         6,263         31,529         456   

Commercial and industrial

     2,275         8,526         6,251         6,773         190   

Land and construction

     45,837         66,230         20,393         63,771         1,177   

Multi-family

     23,141         28,316         5,175         26,526         851   

Retail/office

     27,995         36,729         8,734         33,946         1,241   

Other commercial real estate

     35,519         46,405         10,886         41,530         920   

Education (2)

     828         865         37         781         —     

Other consumer

     7,255         7,580         325         7,458         377   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     169,886         227,950         58,064         212,314         5,212   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

              

Residential

     46,411         52,674         6,263         54,047         588   

Commercial and industrial

     6,988         13,239         6,251         16,772         156   

Land and construction

     77,172         97,565         20,393         100,358         1,255   

Multi-family

     46,855         52,030         5,175         52,307         1,071   

Retail/office

     55,110         63,844         8,734         64,911         1,998   

Other commercial real estate

     48,125         59,011         10,886         54,963         1,259   

Education (2)

     828         865         37         781         —     

Other consumer

     7,732         8,057         325         8,015         428   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 289,221       $ 347,285       $ 58,064       $ 352,154       $ 6,755   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) 

Includes ratio-based allowance for loan losses of $2.8 million associated with loans totaling $25.0 million for which individual reviews have not yet been completed (but reviews are ongoing) with an allowance established based on the ratio of allowance for loan losses to unpaid principal balance for the loans individually reviewed, by class of loan.

(2) 

Excludes unpaid principal balance totaling $27,974 thousand of education loans 90+ days past due that are guaranteed against loss by government agencies.

The carrying amounts above and below represent 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.

 

23


Table of Contents

The following table presents impaired loans segregated by loans with no specific allowance and loans with an allowance by class of loans as of March 31, 2011 (in thousands):

 

     Carrying
Amount
     Unpaid
Principal
Balance
     Associated
Allowance
     Average
Carrying
Amount
     Fiscal Year
Interest
Income
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 (1):

              

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 (2)

     703         731         28         660         —     

Other consumer

     6,651         7,137         486         7,264         175   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     154,264         208,457         54,193         213,480         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 (2)

     703         731         28         660         —     

Other consumer

     6,880         7,366         486         7,986         238   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 317,869       $ 372,062       $ 54,193       $ 414,924       $ 9,818   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) 

Includes ratio-based allowance for loan losses of $3.9 million associated with loans totaling $59.8 million for which individual reviews have not been completed but an allowance established based on the ratio of allowance for loan losses to unpaid principal balance for the loans individually reviewed, by class of loan.

(2) 

Excludes unpaid principal balance totaling $25,250 thousand of education loans 90+ days past due that are guaranteed against loss by government agencies.

 

24


Table of Contents

The following is additional information regarding impaired loans.

 

     At December 31,     At March 31,  
     2011     2011  
     (In Thousands)  

Unpaid principal balance of impaired loans:

    

With specific reserve required (1)

   $ 227,950      $ 208,457   

Without a specific reserve

     119,335        163,605   
  

 

 

   

 

 

 

Total impaired loans

     347,285        372,062   

Less:

    

Specific valuation allowance for impaired loans

     (58,064     (54,193
  

 

 

   

 

 

 

Carrying amount of impaired loans

   $ 289,221      $ 317,869   
  

 

 

   

 

 

 

Average carrying amount of impaired loans (1)

   $ 352,154      $ 414,924   

Loans and troubled debt restructurings on non-accrual status

     261,152        282,645   

Troubled debt restructurings—accrual

     86,133        89,417   

Troubled debt restructurings—non-accrual (2)

     77,810        17,262   

Loans past due ninety days or more and still accruing (3)

     27,974        23,629   

 

(1) 

Excludes the guaranteed portion of education loans 90+ days past due with unpaid principal balances and average carrying amounts totaling $27,974 and $25,250 at December 31, 2011 and $23,629 and $27,218 at March 31, 2011, respectively, that are not considered impaired based on a guarantee provided by government agencies.

(2) 

Troubled debt restructurings—non-accrual are included in the loans and troubled debt restructurings on non-accrual status line item above.

(3) 

Includes the guaranteed portion of education loans 90+ days past due which continue to accrue interest due to a guarantee provided by government agencies covering approximately 97% of the outstanding balance.

 

     For the Three Months Ended
December 31,
     For the Nine Months Ended
December 31,
 
     2011      2010      2011      2010  
            (In Thousands)         

Interest income recognized on impaired loans on a cash basis

   $ 3,309       $ 3,152       $ 6,755       $ 6,605   

All TDRs are classified as impaired loans, subject to performance conditions noted below. TDRs may be on either accrual or nonaccrual status based upon the repayment performance of the borrower and management’s 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 a TDR 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 $3.5 million 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 if the borrower is in default.

 

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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, $533.0 million or approximately 89.6% of the owned outstanding balance of classified loans (i.e. loans risk rated as substandard or loss) secured by real estate have recent appraisals (i.e. within one year) or have been determined to not need an appraisal. This includes $396.2 million of loans under $500,000 that do not require an appraisal under Corporation policy—instances of which include when the loan (i) is fully reserved; (ii) has a small balance (less than $250,000) 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) is not secured by real estate. Appraised values greater than one year old are discounted by an additional 10 to 20% for improved land or commercial real estate and unimproved land, respectively, in determination of the allowance for loan losses.

While Corporation policy may not require updated appraisals for these loans, updated appraisals may still be obtained. For example, $238.4 million or 60.2% of the loans which do not require an updated appraisal do have either an updated appraisal within the last year or an appraisal on order. If real estate values continue to decline, the Corporation may have to increase its allowance for loan losses as updated appraisals or other indications of a decline in the value of collateral are received.

The following table presents the aging of unpaid principal balance of past due loans as of December 31, 2011 by class of loans (in thousands):

 

     Days Past Due      Total Past
Due
 
     30-59      60-89      90 or More     

Residential

   $ 3,989       $ 3,520       $ 37,716       $ 45,225   

Commercial and industrial

     1,442         458         7,171         9,071   

Land and construction

     5,881         2,453         58,455         66,789   

Multi-family

     1,008         3,044         24,146         28,198   

Retail/office

     252         644         27,254         28,150   

Other commercial real estate

     1,305         767         19,775         21,847   

Education

     11,095         7,645         28,839         47,579   

Other consumer

     1,865         1,287         7,070         10,222   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 26,837       $ 19,818       $ 210,426       $ 257,081   
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table presents the aging of unpaid principal balance of past due loans as of March 31, 2011 by class of loans (in thousands):

 

     Days Past Due      Total Past
Due
 
     30-59      60-89      90 or More     

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   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Total delinquencies (loans past due 30 days or more) at December 31, 2011 were $257.1 million. The Corporation has experienced a reduction in delinquencies since March 31, 2011 due to improving credit conditions and loans moving to OREO. The Corporation has $28.0 million of education loans past due 90 days or more that are still accruing interest due to the approximate 97% guarantee provided by governmental agencies. Loans less than 90 days delinquent may be placed 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 groups 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 loans with an outstanding balance greater than $500,000 and non-homogeneous loans, such as commercial and commercial real estate loans. This analysis is updated 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 Corporation.

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 Corporation 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 also allocated a specific reserve if the collateral does not support the outstanding loan balance or charged off if deemed uncollectible.

 

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As of December 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 Unpaid
Principal
Balance
 

Commercial and industrial

   $ 20,017      $ 8,163      $ 11,889      $ 10,694      $ 50,763   

Commercial real estate:

          

Land and construction

     64,793        6,501        54,909        79,438        205,641   

Multi-family

     243,876        44,624        23,948        46,393        358,841   

Retail/office

     164,355        69,657        60,050        41,153        335,215   

Other

     129,495        35,518        56,440        27,518        248,971   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   $ 622,536      $ 164,463      $ 207,236      $ 205,196      $ 1,199,431   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Percent of total unpaid principal balance

     51.9     13.7     17.3     17.1     100.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As of March 31, 2011, and based on the then most recent analysis performed, the risk category of loans by class of loans is as follows (in thousands):

 

     Pass     Watch     Substandard     Non-Accrual     Total Unpaid
Principal
Balance
 

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   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Percent of total unpaid principal balance

     49.2     16.2     20.2     14.3     100.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Residential and consumer loans are managed on a pool basis due to their homogeneous nature. Loans that are delinquent 90 days or more are classified as non-accrual except for the guaranteed portion of education loans. The following table presents the unpaid principal balance of residential and consumer loans based on accrual status as of December 31, 2011 (in thousands):

 

     Accrual      Non-Accrual      Total Unpaid
Principal
Balance
 

Residential:

   $ 543,956       $ 47,377       $ 591,333   

Consumer

        

Education (1)

     250,926         865         251,791   

Other consumer

     272,252         7,714         279,966   
  

 

 

    

 

 

    

 

 

 
   $ 1,067,134       $ 55,956       $ 1,123,090   
  

 

 

    

 

 

    

 

 

 

 

(1) 

Non –accrual education loans represent the portion of these loans 90+ days past due that are not covered by a guarantee provided by government agencies that is limited to approximately 97% of the outstanding balance.

The following table presents the unpaid principal balance of residential and consumer loans based on accrual status as of March 31, 2011 (in thousands):

 

     Accrual      Non-Accrual      Total
Unpaid
Principal
Balance
 

Residential:

   $ 584,768       $ 63,746       $ 648,514   

Consumer

        

Education (1)

     276,004         731         276,735   

Other consumer

     279,852         7,299         287,151   
  

 

 

    

 

 

    

 

 

 
   $ 1,140,624       $ 71,776       $ 1,212,400   
  

 

 

    

 

 

    

 

 

 

 

(1) 

Non –accrual education loans represent the portion of these loans 90+ days past due that are not covered by a guarantee provided by government agencies that is limited to approximately 97% of the outstanding balance.

Troubled Debt Restructurings

Modification of loan terms in a troubled debt restructuring are generally in the form of an extension of payment terms or lowering of the interest rate, although occasionally the Corporation has reduced the outstanding principal balance.

Loans modified in a troubled debt restructuring 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 longer period sufficient enough 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 designation 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.

 

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Table of Contents

During the quarter ended September 30, 2011, the Corporation adopted ASU 2011-02, as more fully described in Note 4 of the consolidated financial statements. As a result of adopting the amendments in ASU 2011-02, the Corporation reassessed all restructurings that occurred on or after April 1, 2011, for identification as TDRs. The Corporation identified as troubled debt restructurings (TDRs) certain receivables for which the allowance for credit losses had previously been measured under a general allowance for credit losses methodology. Upon identifying those receivables as TDRs, the Corporation identified them as impaired under the guidance in ASC 310-10-35. The amendments in ASU 2011-02 require prospective application of impairment measured in accordance with the guidance of ASC 310-10-35 for the receivables that are newly identified as impaired. The adoption of the ASU resulted in an increase in the number of loans within its commercial real estate portfolios that are considered TDRs for the periods ended September 30, 2011. See table that follows for new TDRs by class and type of modification during the quarter ending December 31, 2011.

The following table presents information related to loans modified in a troubled debt restructuring, by class, during the three and nine months ended December 31, 2011:

 

     Three Months Ended December 31, 2011      Nine Months Ended December 31, 2011 (3)  
            Unpaid
Principal
Balance (2)
(at period end)
     Balance in the ALLL (3)      Number of
Modifications
     Unpaid
Principal
Balance (2)
(at period end)
     Balance in the ALLL  

Troubled Debt Restructurings (1)

   Number of
Modifications
        Prior to
Modification
     At Period
End
           Prior to
Modification
     At Period
End
 
     (Dollars In Thousands)      (Dollars In Thousands)  

Residential

     28       $ 4,273       $ 318       $ 344         37       $ 5,875       $ 318       $ 523   

Commercial and industrial

     8         4,521         1,055         1,044         12         5,632         1,976         1,876   

Land and construction

     9         16,055         —           7,898         18         54,881         5,987         17,974   

Multi-family

     2         2,063         506         506         7         6,145         622         654   

Retail/office

     7         6,227         732         732         13         9,369         1,006         1,508   

Other commercial real estate

     4         1,582         625         767         10         7,162         900         2,987   

Education

     0         —           —           —           0         —           —           —     

Other consumer

     4         235         —           —           5         289         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     62       $ 34,956       $ 3,236       $ 11,291         102       $ 89,353       $ 10,809       $ 25,522   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Loans modified in a TDR that were fully paid down, charged-off or foreclosed upon by period end are not reported in this table.
(2) The unpaid principal balance is inclusive of all partial paydowns and charge-offs since the modification date.
(3) The balance in the ALLL represents any specific valuation allowance associated with these loans.

The following table presents loans modified in a troubled debt restructuring from January 1, 2011 to December 31, 2011, by class, that subsequently defaulted (i.e., 90 days or more past due following a modification) during the three and nine months ended December 31, 2011:

 

     Three Months Ended
December 31, 2011
     Nine Months Ended
December 31, 2011
 

Troubled Debt Restructurings (1)

   Number of
Modified
Loans
     Unpaid
Principal
Balance (2)
(at period end)
     Number of
Modified
Loans
     Unpaid
Principal
Balance (2)
(at period end)
 
     (Dollars In Thousands)  

Residential

     7       $ 1,326         7       $ 1,326   

Commercial and industrial

     2         169         3         239   

Land and construction

     3         2,210         3         2,210   

Multi-family

     4         2,501         4         2,501   

Retail/office

     3         1,735         4         3,453   

Other commercial real estate

     1         273         2         320   

Education

     0         —           0         —     

Other consumer

     1         54         1         54   
  

 

 

    

 

 

    

 

 

    

 

 

 
     21       $ 8,268         24       $ 10,103   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Loans modified in a TDR that were fully paid down, charged-off or foreclosed upon by period end are not reported in this table.
(2) The unpaid principal balance is inclusive of all partial paydowns and charge-offs since the modification date.

 

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The following table presents the unpaid principal balance of loans modified in a TDR during the three months ended December 31, 2011, by class and by type of modification:

 

     Principal
and Interest
     Interest
Only and
     Interest Rate Reduction                

Troubled Debt Restructurings (1)(2)

   to Interest
Only
     Interest Rate
Reduction
     At or Above
Market
     Below
Market
     Other (3)      Total  
     (In Thousands)  

Residential

   $ 268       $ 933       $ 1,498       $ 614       $ 960       $ 4,273   

Commercial and industrial

     —           —           846         62         3,613         4,521   

Land and construction

     —           —           —           15,997         58         16,055   

Multi-family

     —           —           —           2,063         —           2,063   

Retail/office

     —           1,189         1,880         1,225         1,933         6,227   

Other commercial real estate

     —           —           1,068         112         402         1,582   

Education

     —           —           —           —           —           —     

Other consumer

     —           —           232         —           3         235   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 268       $ 2,122       $ 5,524       $ 20,073       $ 6,969       $ 34,956   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Loans modified in a TDR that were fully paid down, charged-off or foreclosed upon by period end are not reported in this table.
(2) The unpaid principal balance is inclusive of all partial paydowns and charge-offs since the modification date.
(3) Other modifications primarily include providing for the deferral of interest currently due to the new maturity date of the loan.

The following table presents the unpaid principal balance of loans modified in a TDR during the nine months ended December 31, 2011, by class and by type of modification:

 

     Principal
and Interest
     Interest
Only and
     Interest Rate Reduction                

Troubled Debt Restructurings (1)(2)

   to Interest
Only
     Interest Rate
Reduction
     At or Above
Market
     Below
Market
     Other (3)      Total  
     (In Thousands)  

Residential

   $ 1,401       $ 933       $ 1,967       $ 614       $ 960       $ 5,875   

Commercial and industrial

     169         —           1,787         62         3,614         5,632   

Land and construction

     368         —           29,945         15,997         8,571         54,881   

Multi-family

     2,501         —           —           2,063         1,581         6,145   

Retail/office

     613         2,312         2,305         1,225         2,914         9,369   

Other commercial real estate

     1,328         —           5,320         112         402         7,162   

Education

     —           —           —           —           —           —     

Other consumer

     —           —           286         —           3         289   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 6,380       $ 3,245       $ 41,610       $ 20,073       $ 18,045       $ 89,353   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Loans modified in a TDR that were fully paid down, charged-off or foreclosed upon by period end are not reported in this table.
(2) The unpaid principal balance is inclusive of all partial paydowns and charge-offs since the modification date.
(3) Other modifications primarily include providing for the deferral of interest currently due to the new maturity date of the loan.

The increase in loans considered troubled debt restructurings—non-accrual of $60.5 million at December 31, 2011 from $17.3 million at March 31, 2011 is largely the 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, a portion of the troubled debt restructurings – non-accrual balance may be returned to accrual status.

 

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Table of Contents

Pledged Loans

At December 31, 2011, residential and education loans receivable with unpaid principal of approximately $725.2 million and $111.3 million, respectively, were pledged to secure borrowings and for other purposes as permitted or required by law.

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, also known as other real estate owned or OREO, are held for sale and 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. If the fair value exceeds the net carrying value of the loans, recoveries to the allowance for loan losses are recorded to the extent of previous charge-offs, with any excess, which is infrequent, recognized as a gain in non-interest income. 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 non-interest expense.

A summary of the activity in foreclosed properties and repossessed assets is as follows (in thousands):

 

     For the Three Months Ended     For the Nine Months Ended  
     December 31,     December 31,  
     2011     2010     2011     2010  

Balance at beginning of period

   $ 92,970      $ 60,222      $ 90,707      $ 55,436   

Additions

     11,434        19,690        61,276        51,595   

Capitalized improvements

     —          —          —          522   

Valuations/write-offs

     (8,390     1,492        (11,168     (7,229

Sales

     (9,089     (12,163     (53,890     (31,083
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   $ 86,925      $ 69,241      $ 86,925      $ 69,241   
  

 

 

   

 

 

   

 

 

   

 

 

 

The amounts above are net of a valuation allowance of $20.8 million, $20.0 million and $14.3 million at December 31, 2011,March 31, 2011 and December 31, 2010, 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 nine months ended December 31, 2011, net expense from OREO operations was $18.0 million, consisting of $11.2 million of valuation adjustments and write offs, $4.2 million of net gain on sales, $3.2 million of foreclosure cost expense and $7.8 million of other 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 Bank’s 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 Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting principles. The Bank’s 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 December 31, 2011, that the Bank was adequately capitalized under PCA guidelines. Under these regulatory requirements, a bank must have

 

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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.

The following summarizes the Bank’s capital levels and ratios at December 31, 2011 and March 31, 2011 and those required by regulatory capital requirements:

 

     Actual     Minimum Required
For Capital
Adequacy Purposes
    Minimum Required
to be Well
Capitalized
    Minimum Required
Under Order to
Cease and Desist
 
     Amount      Ratio     Amount      Ratio     Amount      Ratio     Amount      Ratio  
     (Dollars In Thousands)  

At December 31, 2011

                    

Tier 1 (core) capital
(to adjusted tangible assets)

   $ 125,881         4.11   $ 122,592         4.00   $ 183,888         6.00   $ 245,184         8.00

Total risk-based capital
(to risk-based assets)

     150,518         8.07        149,171         8.00        186,464         10.00        223,757         12.00   

Tangible capital
(to tangible assets)

     125,881         4.11        45,972         1.50        N/A         N/A        N/A         N/A   

At March 31, 2011:

                    

Tier 1 (core) capital
(to adjusted tangible assets)

   $ 145,807         4.26   $ 136,892         4.00   $ 205,338         6.00   $ 273,784         8.00

Total 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. 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 Bank’s official regulatory capital levels as reported for the fiscal quarters ended December 31, 2011 and March 31, 2011 were 8.07% and 8.04%, respectively. Under applicable regulatory requirements, a bank is deemed adequately capitalized with a risk-based capital level of 8.0% or greater.

 

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The following table reconciles the Bank’s stockholders’ equity to regulatory capital at December 31, 2011 and March 31, 2011:

 

     December 31,
2011
    March 31,
2011
 
     (In Thousands)  

Stockholders’ equity of the Bank

   $ 128,485      $ 126,916   

Less: Disallowed servicing assets

     (2,202     (1,061

Accumulated other comprehensive (income) loss

     (402     19,952   
  

 

 

   

 

 

 

Tier 1 and tangible capital

     125,881        145,807   

Plus: Allowable general valuation allowances

     24,637        28,646   
  

 

 

   

 

 

 

Risk-based capital

   $ 150,518      $ 174,453   
  

 

 

   

 

 

 

Note 9 — Earnings Per Share

Basic earnings per share for the three and nine months ended December 31, 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 December 31,  
     2011     2010  
     (In Thousands, Except Per Share Data)  

Numerator:

    

Numerator for basic and diluted earnings per share—loss available to common stockholders

   $ (15,294   $ (15,406

Denominator:

    

Denominator for basic earnings per share—weighted-average shares

     21,248        21,253   

Effect of dilutive securities:

    

Employee stock options

     —          —     

Management Recognition Plans

     —          —     
  

 

 

   

 

 

 

Denominator for diluted earnings per share—adjusted weighted-average shares and assumed conversions

     21,248        21,253   
  

 

 

   

 

 

 

Basic earnings (loss) per common share

   $ (0.72   $ (0.72
  

 

 

   

 

 

 

Diluted earnings (loss) per common share

   $ (0.72   $ (0.72
  

 

 

   

 

 

 

 

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Table of Contents

 

     Nine Months Ended December 31,  
     2011     2010  
     (In Thousands, Except Per Share Data)  

Numerator:

    

Numerator for basic and diluted earnings per share—loss available to common stockholders

   $ (43,041   $ (32,795

Denominator:

    

Denominator for basic earnings per share—weighted-average shares

     21,248        21,252   

Effect of dilutive securities:

    

Employee stock options

     —          —     

Management Recognition Plans

     —          —     
  

 

 

   

 

 

 

Denominator for diluted earnings per share—adjusted weighted-average shares and assumed conversions

     21,248        21,252   
  

 

 

   

 

 

 

Basic earnings (loss) per common share

   $ (2.03   $ (1.54
  

 

 

   

 

 

 

Diluted earnings (loss) per common share

   $ (2.03   $ (1.54
  

 

 

   

 

 

 

At December 31, 2011, approximately 305,000 stock options were excluded from the calculation of diluted earnings per share because they were anti-dilutive, representing all stock options currently outstanding. Treasury’s warrants (see Note 15) 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 Treasury’s Senior Preferred Stock were converted into common stock are not included in the computation of diluted earnings per share for the three and nine months ended December 31, 2011 and 2010.

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.

 

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Table of Contents

Financial instruments whose contract amounts represent credit risk are as follows (in thousands):

 

     December 31,
2011
     March 31,
2011
 

Commitments to extend credit:

   $ 7,062       $ 6,259   

Unused lines of credit:

     

Home equity

     114,523         120,194   

Credit cards

     31,456         34,435   

Commercial

     10,515         17,413   

Letters of credit

     18,325         19,432   

Credit enhancement under the Federal

     

Home Loan Bank of Chicago Mortgage

     

Partnership Finance Program

     20,442         21,602   

IDI borrowing guarantees-unfunded

     —           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 customer’s 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 $37.0 million at December 31, 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 December 31, 2011 amounted to $175.0 million.

At December 31, 2011, the Corporation has $588,000 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 Corporation’s commitment through its IDI subsidiary to guarantee the borrowings of the related real estate investment partnerships, which are included in the consolidated financial statements. The IDI borrowing guarantees were terminated during the quarter ended September 30, 2011 and no further guarantees are expected to be issued.

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.

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.

 

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Table of Contents

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 methodologies. Those methodologies 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 methodologies.

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. The fair value of 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.

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 non-interest bearing demand deposits, negotiable order of withdrawal accounts, passbook accounts and variable rate insured money market accounts are estimated using a discounted cash flow analysis, with run-off rate based on published bank regulatory decay rate tables. 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 Corporation’s borrowings are estimated using discounted cash flow analysis, based on the Corporation’s current incremental borrowing rates for similar types of borrowing arrangements.

Off-balance-sheet instruments: Fair values of the Corporation’s 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 December 31, 2011 and March 31, 2011.

 

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Table of Contents

The carrying amounts and fair values of the Corporation’s financial instruments consist of the following (in thousands):

 

     December 31, 2011      March 31, 2011  
     Carrying      Fair      Carrying      Fair  
     Amount      Value      Amount      Value  

Financial assets:

           

Cash and cash equivalents

   $ 451,347       $ 451,347       $ 107,015       $ 107,015   

Investment securities available for sale

     184,651         184,651         523,289         523,289   

Investment securities held to maturity

     21         21         27         28   

Loans held for sale

     36,962         37,851         7,538         7,633   

Loans held for investment

     2,166,351         2,098,978         2,520,367         2,430,117   

Mortgage servicing rights

     20,234         20,036         24,961         26,554   

Federal Home Loan Bank stock

     54,829         54,829         54,829         54,829   

Accrued interest receivable

     13,187         13,187         16,353         16,353   

Financial liabilities:

           

Deposits

     2,476,988         2,456,116         2,703,659         2,653,725   

Other borrowed funds

     533,800         560,904         654,779         676,914   

Accrued interest payable—borrowings

     33,007         33,007         20,166         20,166   

Accrued interest payable—deposits

     2,378         2,378         3,501         3,501   

Accounting and disclosure 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 methodologies that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on observability of the inputs used in the valuation methodologies, 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 that are adjusted to fair value on a recurring and non-recurring basis 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.

 

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Table of Contents

Fair Value on a Recurring Basis

The following table presents the financial instruments carried at fair value as of December 31, 2011 and March 31, 2011, by the valuation hierarchy (as described above) (in thousands):

 

     December 31, 2011      Fair Value Measurements Using  
     Total      Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
     Significant  Other
Observable
Inputs

(Level 2)
     Significant
Unobservable
Inputs

(Level 3)
 

Available for sale debt securities:

           

U.S. Government sponsored and federal agency obligations

   $ 4,232       $ —         $ 4,232       $ —     

Agency CMOs and REMICs

     297         —           297         —     

Non-agency CMOs

     23,280         —           —           23,280   

Residential agency mortgage-backed securities

     4,925         —           4,925         —     

GNMA securities

     151,252         —           151,252         —     

Corporate bonds

     557         557         —           —     

Available for sale equity securities:

           

U.S. Government sponsored agency preferred stock

     108         108         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets at fair value

   $ 184,651       $ 665       $ 160,706       $ 23,280   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     March 31, 2011      Fair Value Measurements Using  
     Total      Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
     Significant  Other
Observable
Inputs

(Level 2)
     Significant
Unobservable
Inputs

(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 value available-for-sale U.S. Government sponsored 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 December 31, 2011 to price Ginnie Mae securities include coupon rates of 1.625% to 5.50%, durations of 0.06 to 6.20 years and PSA prepayment speeds of 283 to 568.

The Corporation had 99.7% of its non-agency CMOs valued by an independent pricing service that used a discounted cash flow model that incorporates inputs considered Level 3 by the accounting guidance. The significant inputs used by the model at December 31, 2011 include observable inputs of 30 to 59 day delinquency of 1.74% to 5.23%, 60 to 89 day delinquency of 0% to 2.18%, 90 plus day delinquency of 0.66% to 6.33%, loss severity of 37.68% to 73.76%, coupon rates of 5.00% to 7.50%, current credit support of 0% to 23%, the month one to month 24 constant default rate of 2.67% to 10.59% and discount rates of 4% to 12%.

 

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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
December 31, 2011
    Nine Months Ended
December 31, 2011
    Year Ended
March 31, 2011
 
     Non-agency CMOs     Non-agency CMOs     Agency CMOs
and REMICs
    Non-agency
        CMOs         
    Residential
agency mortgage-
backed securities
    GNMA
securities
 

Balance at beginning of period

   $ 25,081      $ 46,637      $ 1,413      $ 85,367      $ 15,440      $ 261,754   

Total gains (losses) (realized/unrealized)

            

Included in earnings

     23        331        —          2,754        (5     (1,327

Included in other comprehensive income

     (56     (356     6        1,447        491        6,232   

Included in earnings as other than temporary impairment

     (49     (97     —          (440     —          —     

Purchases

     —          —          —          —          17,058        92,879   

Principal repayments

     (1,719     (6,839     (663     (19,918     (1,395     (7,168

Sales

     —          (16,396     —          (22,573     —          —     

Transfers out of level 3 to level 2

     —          —          (756     —          (31,589     (352,370
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   $ 23,280      $ 23,280      $ —        $ 46,637      $ —        $ —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

There were no transfers in or out of Levels 1, 2 or 3 during the three or nine months ended December 31, 2011. All non-agency CMO’s remained in Level 3 as of December 31, 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 December 31, 2011 and March 31, 2011 (in thousands):

 

     December 31, 2011      Fair Value Measurements Using  
     Total      Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
     Significant  Other
Observable
Inputs

(Level 2)
     Significant
Unobservable
Inputs

(Level 3)
 

Impaired loans with an allowance recorded

   $ 169,886       $ —         $ —         $ 169,886   

Mortgage servicing rights

     18,459         —           —           18,459   

Foreclosed properties and repossessed assets

     86,925         —           —           86,925   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets at fair value

   $ 275,270       $ —         $ —         $ 275,270   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents

 

     March 31, 2011      Fair Value Measurements Using  
     Total      Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
     Significant  Other
Observable
Inputs

(Level 2)
     Significant
Unobservable
Inputs

(Level 3)
 

Impaired loans with an allowance recorded

   $ 154,264       $ —         $ —         $ 154,264   

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

   $ 251,500       $ —         $ —         $ 251,500   
  

 

 

    

 

 

    

 

 

    

 

 

 

The Corporation does not adjust impaired loans to 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 underlying 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- and adjustable-rate residential 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 valuation allowance 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 subsequently 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. If the aggregate carrying value of the capitalized mortgage servicing rights for a strata exceeds its fair value, a mortgage servicing right impairment is recognized in earnings for the difference.

The interest rate bands used to stratify the serviced loans were changed in the quarter ending December 31, 2011 in response to the significantly lower interest rate environment over the past several years and the resultant “bunching’ of a substantial portion of serviced loans into two of the nine historical strata. The restratification of serviced loans did not have a material impact on the impairment measurement of the mortgage servicing right asset during the quarter ending December 31, 2011 based on an analysis of proforma results using the historical strata compared to the actual restratified loan impairment during the quarter.

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 initial fair value of foreclosed properties and repossessed assets, is estimated using Level 3 inputs based on fair value less estimated costs to sell which creates a new cost basis. Foreclosed properties and repossessed assets are re-measured at the lower of cost or fair value after initial recognition and reported using a valuation allowance on foreclosed assets.

 

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Table of Contents

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 management’s evaluation of both positive and negative evidence, the forecasts of future income, applicable tax planning strategies, and assessments of 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 December 31, 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 $146.8 million at December 31, 2011 and $143.5 million at March 31, 2011 was recorded to offset net deferred tax assets that exceed the Corporation’s carryback potential.

The significant components of the Corporation’s deferred tax assets (liabilities) are as follows (in thousands):

 

     At December 31,     At March 31,  
     2011     2011  

Deferred tax assets:

    

Allowances for loan losses

   $ 60,679      $ 68,286   

Other loss reserves

     3,517        2,723   

Federal NOL carryforwards

     76,131        61,433   

State NOL carryforwards

     17,302        14,906   

Unrealized gains

     —          7,984   

Other

     4,981        4,310   
  

 

 

   

 

 

 

Total deferred tax assets

     162,610        159,642   

Valuation allowance

     (146,816     (143,505
  

 

 

   

 

 

 

Adjusted deferred tax assets

     15,794        16,137   

Deferred tax liabilities:

    

FHLB stock dividends

     (3,962     (3,962

Mortgage servicing rights

     (7,992     (9,884

Unrealized losses

     (1,638     —     

Other

     (2,202     (2,291
  

 

 

   

 

 

 

Total deferred tax liabilities

     (15,794     (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.

 

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Table of Contents

Income tax expense includes $10,000 of franchise taxes for the nine month period ended December 31, 2011. The effective tax rate was 0% and 0.03% for the three- and nine-month periods ended December 31, 2011, respectively, due to a $6.5 million and a $3.3 million increase in the deferred tax asset valuation allowance for the respective periods. This rate compared to 0% and 0.06% for the same respective periods last year.

The Corporation recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2011 and March 31, 2011, the Corporation has not recognized any accrued interest and penalties related to uncertain tax positions.

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 principal and interest payments on and after March 2, 2009. On November 29, 2011, the Corporation entered into Amendment No. 8 (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, 2012 (the new maturity date). 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, 2012. At December 31, 2011, the Corporation had accrued interest payable related to the Credit Agreement of $31.5 million and an accrued amendment fee of $4.8 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 3.70% at all times.

 

  a Total Risk Based Capital ratio of not less than 7.50% at all times.

 

  the ratio of Non-Performing Loans to Gross Loans shall not exceed 15.00% 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 December 31, 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 Corporation’s operations.

 

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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 December 31, 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. The bonds are expected to be repaid from the Bank’s excess liquidity currently invested in interest-bearing deposits.

Note 15 — Capital Purchase Program

Pursuant to the Capital Purchase Program (“CPP”) in January 2009, Treasury, on behalf of the U.S. government, purchased the Corporation’s preferred stock, along with warrants to purchase approximately 7.4 million shares of the Corporation’s common stock at an exercise price of $2.23 per share. The preferred stock has a dividend rate of 5% per year, until the fifth anniversary of Treasury’s 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 Corporation’s dividends to common shareholders and stock repurchase activities. The Corporation elected to participate in the CPP and received $110 million. The Corporation has deferred ten dividend payments on the Series B Preferred Stock held by the U.S. Treasury. On September 30, 2011, the Treasury exercised its right to appoint two directors to the Board of Directors of the Corporation. At December 31, 2011 and March 31, 2011, the cumulative amount of dividends in arrears not declared, including interest on unpaid dividends at 5% per annum, was $17.2 million and $12.5 million, respectively.

Note 16 — Recent Developments

In January 2012, the Corporation exchanged four of its Federal Home Loan Bank advances totaling $150.0 million for an equal number and principal amount of advances with extended maturity dates and different interest rate terms to reduce interest rate risk and lower the current cost of funds. The advances exchanged carried fixed rates of interest ranging from 2.53% to 3.25% and maturity dates from January through March 2013. The new advances all mature in January 2015 and require monthly interest payments based on 3 month LIBOR plus a spread ranging from 0.98% to 1.15%. Prepayment fees due upon exchange of the instruments totaling $4.3 million were embedded in the spread over LIBOR on the new advances. No gain or loss was recorded for these transactions as the criteria in Accounting Standards Codification 470-50, “Debt – Modifications and Extinguishments” requiring accounting as an extinguishment of debt were not met.

 

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ANCHOR BANCORP WISCONSIN INC.

ITEM 2—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Set forth below is management’s 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 nine months ended December 31, 2011, which includes information on significant regulatory developments and the Corporation’s 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 nine-month period ending December 31, 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 tier 1 (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 December 31, 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 4.11 percent and 8.07 percent, respectively, each below the required capital ratios set forth above.

The Plan includes two sets of assumptions for continuing to improve the Bank’s 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 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 improved during fiscal year 2011 and the third quarter of fiscal year 2012; from 7.32 percent at March 31, 2010 to 8.04 percent at March 31, 2011 and 8.07 percent at December 31, 2011. Under the applicable regulations, the Bank is considered to be adequately capitalized as of December 31, 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 a peak of 74.

 

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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 $333.3 million, or 9.8% during the nine months ending December 31, 2011. The declines were largely due to scheduled payoffs and amortization in loans receivable as well as significantly curtailed 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 third 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 June 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.

 

   

On September 30, 2011, the Board of the Corporation announced the appointment of Messrs. Duane Morse and Leonard Rush to the Board of the Corporation effective September 28, 2011, at the direction of the Treasury. The Treasury is the sole stockholder of the Corporation’s Preferred Stock and as such has the right under certain circumstances to appoint two directors to the Board. The Treasury informed the Corporation that it had selected Morse and Rush to serve as its designated directors. The Corporation reviewed the qualifications of Morse and Rush and determined that their appointment is consistent with the best interests of the Corporation and its stockholders.

Operating Results

The Corporation recorded a net loss of $11.9 million for the quarter ended December 31, 2011, down from a net loss of $12.1 million for the quarter ended December 31, 2010, a $190,000 decline. The decline in net loss was primarily due to the following:

 

   

Net Interest Income – Net interest income before provision for credit losses totaled $16.0 million in the quarter ending December 31, 2011, a decrease of $6.3 million over the prior year quarter due in part to the significant reduction in the size of the balance sheet discussed above. The yield on earning assets declined by 57 basis points from 4.66 percent for the third quarter of fiscal 2011 to 4.09 percent for the comparable period in fiscal 2012. The cost of funds improved, dropping by 24 basis points, from 2.05 percent to 1.81 percent, in the same quarter-over-quarter period. The net interest margin was 2.19 percent for the quarter ended December 31, 2011, compared to 2.53 percent for the quarter ended December 31, 2010, a 34 basis point reduction over the prior year.

 

   

Provision for Credit Losses – A significant driver of the improvement in results for the quarter was the decrease in the provision for credit losses. The provision for credit losses decreased from $21.4 million in the third quarter of fiscal year 2011 to $8.4 million in the current quarter, a 60.9 percent decrease. This favorable trend in the provision for credit losses was primarily due to lower required general allowance on non-impaired loans attributable to improving credit metrics used to establish the allowance for loan losses and a 16.0% decrease since December 31, 2010 in the unpaid principal balance of pass and watch rated loans.

 

   

Non-Interest Income – Non-interest income totaled $9.5 million in the quarter ending December 31, 2011, a decrease of $2.2 million over the same period in 2010 primarily due to a decline in the gain on sale of investment securities of $1.2 million as well as a decline in loan servicing income of $1.2 million.

Credit Highlights

The Corporation has experienced some improvement in several credit metrics in the first nine months of fiscal 2012. Overall delinquencies decreased $57.9 million since March 31, 2011 based on improvement in the 90 and over, 60 to 89 and 30 to 59 days past due categories. At December 31, 2011, non-performing loans (consisting of loans past

 

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due more than 90 days and on non-accrual status, loans less than 90 days delinquent but placed on non-accrual status due to anticipated probable loss; including non-accrual troubled debt restructurings) decreased $21.4 million to $261.2 million from the $282.6 million balance at March 31, 2011 in part due to the volume of new foreclosed properties on the consolidated balance sheet as non-performing loans progress through the work-out phase and a portion result in foreclosure. Total foreclosed properties and repossessed assets were $90.7 million at March 31, 2011 and $86.9 million at December 31, 2011. This elevated 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. Total non-performing assets (consisting of total non-performing loans and foreclosed properties and repossessed assets) decreased $25.3 million, or 6.8%, to $348.1 million at December 31, 2011 from $373.4 million at March 31, 2011.

The allowance for loan losses declined to $130.9 million at December 31, 2011 from $150.1 million at March 31, 2011, a 12.8% decrease. Net charge-offs during the quarter ended December 31, 2011 were $15.8 million compared to $20.4 million for the same period in 2010. While the balance in the allowance for loan losses declined during the first nine months of fiscal 2012 primarily due to net charge-offs, the allowance compared to total loans increased by 4 basis points to 5.64% 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 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 Corporation’s 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 Corporation’s 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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Financial Results

Results for the third quarter ended December 31, 2011 include:

 

   

Basic and diluted (loss) per common share was unchanged at $(0.72) for the quarters ended December 31, 2011 and 2010;

 

   

The net interest margin decreased to 2.19% for the quarter ended December 31, 2011 compared to 2.53% for the quarter ended December 31, 2010;

 

   

Loans held for sale increased $29.4 million, or 390.3% since March 31, 2011 primarily due to significantly higher residential mortgage origination volume triggered by the notably low interest rate environment in the quarter ended December 31, 2011;

 

   

Loans held for investment (net of the allowance for loan losses) decreased $354.0 million, or 14.0%, since March 31, 2011 primarily due to scheduled pay-offs and amortization and the transfer of $61.3 million to foreclosed properties;

 

   

Deposits and related accrued interest payable decreased $227.8 million, or 8.4%, since March 31, 2011 primarily due to runoff of time deposits;

 

   

Book value per common share was $(6.24) at December 31, 2011 compared to $(5.68) at March 31, 2011 and $(4.85) at December 31, 2010;

 

   

Total risk-based capital ratio for the Bank was at 8.07% as of December 31, 2011, compared to 8.15% at September 30, 2011. Under regulatory requirements, a bank must have a total risk-based capital ratio of 8.0% or greater to be considered adequately capitalized; however, the Bank’s total risk based capital ratio remain below the 12 percent level required under the terms of the Cease and Desist Order issued by the Office of Thrift Supervision (“OTS”) on June 26, 2009. (Now administered by the Federal Reserve with respect to the Corporation and the Office of the Comptroller of the Currency (“OCC”) with respect to the Bank).

 

   

Total non-performing loans (consisting of loans past due more than 90 days and on non-accrual status, loans less than 90 days delinquent but placed on non-accrual status due to anticipated probable loss and non-accrual troubled debt restructurings) decreased $21.4 million, or 7.6% to $261.2 million at December 31, 2011 from $282.6 million at March 31, 2011;

 

   

Total non-performing assets (total non-performing loans and foreclosed properties and repossessed assets) decreased $25.3 million, or 6.8%, to $348.1 million at December 31, 2011 from $373.4 million at March 31, 2011;

 

   

Provision for credit losses decreased $13.0 million, or 60.9%, to $8.4 million for the three months ended December 31, 2011 from $21.4 million for the three months ended December 31, 2010; and

 

   

Delinquencies (loans past due 30 days or more) decreased $57.9 million or 18.4%, to $257.1 million at December 31, 2011 from $315.0 million at March 31, 2011.

 

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Selected quarterly data are set forth in the following tables.

 

(Dollars in thousands - except per share amounts)    Three Months Ended  
     12/31/2011     9/30/2011     6/30/2011     3/31/2011  

Operations Data:

        

Net interest income

   $ 16,014      $ 18,500      $ 21,520      $ 21,460   

Provision for credit losses

     8,380        17,115        3,482        10,178   

Net gain on sale of loans

     6,018        3,994        1,173        1,600   

Net gain on sale of investment securities

     20        5,206        1,136        709   

Net gain on sale of branches

     —          —          —          2   

Other non-interest income

     3,456        5,579        5,618        4,479   

Non-interest expense

     28,997        32,325        30,710        36,305   

Loss before income tax expense

     (11,869     (16,161     (4,745     (18,233

Income tax expense

     —          —          10        150   

Net loss

     (11,869     (16,161     (4,755     (18,383

Preferred stock dividends in arrears, including compounding dividends

     (1,572     (1,579     (1,536     (1,503

Preferred stock discount accretion

     (1,853     (1,853     (1,863     (1,843

Net loss available to common equity

     (15,294     (19,593     (8,154     (21,729

Selected Financial Ratios (1):

        

Yield on interest-earning assets

     4.09     4.42     4.66     4.57

Cost of funds

     1.81        1.84        1.77        1.84   

Interest rate spread

     2.28        2.58        2.89        2.73   

Net interest margin

     2.19        2.48        2.77        2.63   

Return on average assets

     (1.51     (2.02     (0.57     (2.11

Average equity to average assets

     (0.53     (0.20     (0.32     (0.17

Non-interest expense to average assets

     3.69        4.04        3.69        4.18   

Per Share:

        

Basic loss per common share

   $ (0.72   $ (0.92   $ (0.38   $ (1.02

Diluted loss per common share

     (0.72     (0.92     (0.38     (1.02

Dividends per common share

     —          —          —          —     

Book value per common share

     (6.24     (5.69     (5.30     (5.68

Financial Condition:

        

Total assets

   $ 3,061,573      $ 3,197,441      $ 3,240,867      $ 3,394,825   

Loans receivable, net

        

Held for sale

     36,962        45,199        16,333        7,538   

Held for investment

     2,166,351        2,257,905        2,390,987        2,520,367   

Deposits and accrued interest

     2,479,366        2,599,793        2,649,475        2,707,160   

Other borrowed funds

     533,800        533,800        543,679        654,779   

Stockholders’ (deficit)

     (25,327     (13,391     (4,990     (13,171

Allowance for loan losses

     130,926        138,347        138,740        150,122   

Non-performing assets(2)

     348,077        349,472        350,418        373,352   

 

(1) 

Annualized when appropriate.

(2)

Non-performing assets consist of loans past due more than ninety days and on non-accrual status, 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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(Dollars in thousands - except per share amounts)    Three Months Ended  
     12/31/2010     9/30/2010     6/30/2010     3/31/2010  

Operations Data:

        

Net interest income

   $ 22,314      $ 22,418      $ 18,888      $ 18,692   

Provision for credit losses

     21,412        10,674        8,934        20,170   

Net gain on sale of loans

     5,601        9,216        1,347        3,314   

Net gain on sale of investment securities

     1,187        6,653        112        1,699   

Net gain on sale of branches

     100        2,318        4,930        —     

Other non-interest income

     4,798        5,533        7,278        5,493   

Other non-interest expense

     24,647        34,112        35,695        37,093   

Income (loss) before income tax expense (benefit)

     (12,059     1,352        (12,074     (28,065

Income tax expense (benefit)

     —          14        —          (1,503

Net income (loss)

     (12,059     1,338        (12,074     (26,562

Preferred stock dividends in arrears, including compounding dividends

     (1,494     (1,352     (1,585     (1,436

Preferred stock discount accretion

     (1,853     (1,853     (1,863     (1,843

Net loss available to common equity

     (15,406     (1,867     (15,522     (29,841

Selected Financial Ratios (1):

        

Yield on interest-earning assets

     4.66     4.80     4.37     4.56

Cost of funds

     2.05        2.23        2.41        2.69   

Interest rate spread

     2.61        2.57        1.96        1.87   

Net interest margin

     2.53        2.46        1.86        1.77   

Return on average assets

     (1.29     0.14        (1.13     (2.39

Average equity to average assets

     0.41        0.63        0.61        1.28   

Non-interest expense to average assets

     2.64        3.51        3.33        3.33   

Per Share:

        

Basic loss per common share

   $ (0.72   $ (0.09   $ (0.73   $ (1.40

Diluted loss per common share

     (0.72     (0.09     (0.73     (1.40

Dividends per common share

     —          —          —          —     

Book value per common share

     (4.85     (3.25     (3.32     (3.13

Financial Condition:

        

Total assets

   $ 3,580,752      $ 3,803,853      $ 3,998,929      $ 4,416,265   

Loans receivable, net

        

Held for sale

     37,196        28,744        24,362        19,484   

Held for investment

     2,661,991        2,839,217        3,040,398        3,229,580   

Deposits and accrued interest

     2,844,325        3,027,735        3,225,382        3,552,762   

Other borrowed funds

     677,129        696,429        701,429        789,729   

Stockholders’ equity

     4,939        39,611        38,040        42,214   

Allowance for loan losses

     157,438        156,186        166,649        179,644   

Non-performing assets(2)

     380,073        386,210        422,864        425,434   

 

(1) 

Annualized when appropriate.

(2)

Non-performing assets consist of loans past due more than ninety days and on non-accrual status, 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 and nine months ended December 31, 2011 decreased $190,000 to a net loss of $11.9 million from a net loss of $12.1 million and increased $10.0 million or 43.8% to a net loss of $32.8 million from a net loss of $22.8 million as compared to the respective periods 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 $13.0 million (a 60.9% change), partially offset by a decrease in net interest income of $6.3 million, an increase in non-interest expense of $4.4 million and a decrease in non-interest income of $2.2 million. The increase in net loss for the nine-month period compared to the same period last year was largely due to a decrease in non-interest income of $16.9 million and a decrease in net interest income of $7.6 million, which were partially offset by a decrease in provision for credit losses of $12.0 million and a decrease in non-interest expense of $2.4 million.

Average Interest-Earning Assets, Average Interest-Bearing Liabilities and Interest Rate Spread

The tables on the following page show the Corporation’s 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 December 31,  
     2011     2010  
     Average
Balance
    Interest      Average
Yield/
Cost(1)
    Average
Balance
    Interest      Average
Yield/
Cost(1)
 
     (Dollars In Thousands)  

Interest-Earning Assets

              

Mortgage loans

   $ 1,714,857      $ 21,135         4.93   $ 2,115,373      $ 27,318         5.17

Consumer loans

     528,682        6,574         4.97        597,321        7,678         5.14   

Commercial business loans

     36,569        615         6.73        90,190        1,635         7.25   
  

 

 

   

 

 

      

 

 

   

 

 

    

Total loans receivable (2) (3)

     2,280,108        28,324         4.97        2,802,884        36,631         5.23   

Investment securities (4)

     194,388        1,395         2.87        550,732        4,442         3.23   

Interest-bearing deposits

     402,098        257         0.26        126,164        78         0.25   

Federal Home Loan Bank stock

     54,829        —           0.00        54,829        —           0.00   
  

 

 

   

 

 

      

 

 

   

 

 

    

Total interest-earning assets

     2,931,423        29,976         4.09        3,534,609        41,151         4.66   

Non-interest-earning assets

     214,695             196,071        
  

 

 

        

 

 

      

Total assets

   $ 3,146,118           $ 3,730,680        
  

 

 

        

 

 

      

Interest-Bearing Liabilities

              

Demand deposits

   $ 966,401        471         0.19      $ 913,605        666         0.29   

Regular passbook savings

     256,466        92         0.14        239,180        122         0.20   

Certificates of deposit

     1,328,424        5,488         1.65        1,817,747        10,205         2.25   
  

 

 

   

 

 

      

 

 

   

 

 

    

Total deposits and accrued interest

     2,551,291        6,051         0.95        2,970,532        10,993         1.48   

Other borrowed funds

     533,800        7,911         5.93        696,824        7,844         4.50   
  

 

 

   

 

 

      

 

 

   

 

 

    

Total interest-bearing liabilities

     3,085,091        13,962         1.81        3,667,356        18,837         2.05   
       

 

 

        

 

 

 

Non-interest-bearing liabilities

     77,786             48,022        
  

 

 

        

 

 

      

Total liabilities

     3,162,877             3,715,378        

Stockholders’ equity (deficit)

     (16,759          15,302        
  

 

 

        

 

 

      

Total liabilities and stockholders’ equity (deficit)

   $ 3,146,118           $ 3,730,680        
  

 

 

        

 

 

      

Net interest income/interest rate spread (5)

     $ 16,014         2.28     $ 22,314         2.61
    

 

 

    

 

 

     

 

 

    

 

 

 

Net interest-earning assets

   $ (153,668        $ (132,747     
  

 

 

        

 

 

      

Net interest margin (6)

          2.19          2.53
       

 

 

        

 

 

 

Ratio of average interest-earning assets to average interest-bearing liabilities

     0.95             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.

(6) 

Net interest margin represents net interest income as a percentage of average interest-earning assets.

 

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     Nine Months Ended December 31,  
     2011     2010  
     Average
Balance
    Interest      Average
Yield/
Cost (1)
    Average
Balance
    Interest      Average
Yield/
Cost (1)
 
     (Dollars In Thousands)  

Interest-Earning Assets

              

Mortgage loans

   $ 1,781,162      $ 67,212         5.03   $ 2,231,967      $ 87,316         5.22

Consumer loans

     535,944        20,298         5.05        643,440        24,590         5.10   

Commercial business loans

     50,817        2,860         7.50        108,110        5,555         6.85   
  

 

 

   

 

 

      

 

 

   

 

 

    

Total loans receivable (2) (3)

     2,367,923        90,370         5.09        2,983,517        117,461         5.25   

Investment securities (4)

     371,170        8,270         2.97        446,360        11,308         3.38   

Interest-bearing deposits

     213,259        407         0.25        259,617        454         0.23   

Federal Home Loan Bank stock

     54,829        41         0.10        54,829        —           0.00   
  

 

 

   

 

 

      

 

 

   

 

 

    

Total interest-earning assets

     3,007,181        99,088         4.39        3,744,323        129,223         4.60   

Non-interest-earning assets

     217,938             222,801        
  

 

 

        

 

 

      

Total assets

   $ 3,225,119           $ 3,967,124        
  

 

 

        

 

 

      

Interest-Bearing Liabilities

              

Demand deposits

   $ 940,009        1,640         0.23      $ 919,427        2,462         0.36   

Regular passbook savings

     255,342        307         0.16        244,848        413         0.22   

Certificates of deposit

     1,424,731        18,165         1.70        2,025,921        37,173         2.45   
  

 

 

   

 

 

      

 

 

   

 

 

    

Total deposits and accrued interest

     2,620,082        20,112         1.02        3,190,196        40,048         1.67   

Other borrowed funds

     555,945        22,942         5.50        713,113        25,555         4.78   
  

 

 

   

 

 

      

 

 

   

 

 

    

Total interest-bearing liabilities

     3,176,027        43,054         1.81        3,903,309        65,603         2.24   
       

 

 

        

 

 

 

Non-interest-bearing liabilities

     60,859             42,374        
  

 

 

        

 

 

      

Total liabilities

     3,236,886             3,945,683        

Stockholders’ equity (deficit)

     (11,767          21,441        
  

 

 

        

 

 

      

Total liabilities and stockholders’ equity (deficit)

   $ 3,225,119           $ 3,967,124        
  

 

 

        

 

 

      

Net interest income/interest rate spread (5)

     $ 56,034         2.58     $ 63,620         2.36
    

 

 

    

 

 

     

 

 

    

 

 

 

Net interest-earning assets

   $ (168,846        $ (158,986     
  

 

 

        

 

 

      

Net interest margin (6)

          2.48          2.27
       

 

 

        

 

 

 

Ratio of average interest-earning assets to average interest-bearing liabilities

     0.95             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.

(6) 

Net interest margin represents net interest income as a percentage of average interest-earning assets.

 

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Net Interest Income

Net interest income decreased $6.3 million or 28.2% and decreased $7.6 million or 11.9% for the three and nine months ended December 31, 2011, as compared to the respective periods in the prior year.

Interest income decreased $11.2 million or 27.2% for the three months ended December 31, 2011, as compared to the same period in the prior year primarily due to a decline in average loan balances as a result of branch sales, loan pay downs and transfers to OREO. Interest expense decreased $4.9 million or 25.9% for the three months ended December 31, 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 deposit pricing disciplines.

Interest income decreased $30.1 million or 23.3% for the nine months ended December 31, 2011, as compared to the same period in the prior year primarily due to a decline in average loan balances as a result of branch sales, loan pay downs and transfers to OREO. Interest expense decreased $22.5 million or 34.4% for the nine months ended December 31 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 decreased to 2.19% for the three-month period ended December 31, 2011 from 2.53% for the three-month period in the prior year and increased to 2.48% for the nine-month period ended December 31, 2011 from 2.27% for the same period in the prior year. The change in the net interest margin reflects the decrease in cost of interest-bearing liabilities from 2.05% to 1.81% and from 2.24% to 1.81% during the three and nine months ended December 31, 2010 and 2011, respectively. The interest rate spread decreased to 2.28% from 2.61% for the three-month period and increased to 2.58% from 2.36% for the nine-month period, as compared to the respective periods in the prior year.

Interest income on loans decreased $8.3 million or 22.7% and $27.1 million or 23.1% for the three and nine months ended December 31, 2011, as compared to the respective periods in the prior year. These decreases were primarily attributable to a decrease in the average balances of loans of $522.8 million to $2.28 billion in the three months and a decrease in the average balances of loans of $615.6 million to $2.37 billion for the nine months ended December 31, 2011, as compared to $2.80 billion and $2.98 billion for the respective periods in the prior year. In addition, there was a decrease of 26 basis points in the average yield on loans to 4.97% from 5.23% for the three-month period and a decrease of 16 basis points in the average yield on loans to 5.09% from 5.25% for the nine-month period. The decreases in the yield on loans were primarily due to a higher percentage of non-performing loans to total loans.

Interest income on investment securities decreased $3.0 million or 68.6% for the three-month period and decreased $3.0 million or 26.5% for the nine-month period ended December 31, 2011, as compared to the respective periods in the prior year, largely due to sales of securities in 2011, partially offset in 2011 by the deployment of excess liquidity into the investment portfolio in 2010. This also resulted in a decrease of 36 basis points in the average yield on investment securities to 2.87% from 3.23% for the three-month period and a decrease of 41 basis points in the average yield on investment securities to 2.97% from 3.38% for the nine-month period ended December 31, 2011. In addition, there was a decrease of $356.3 million in the three-month average balances and a decrease of $75.2 million in the nine-month average balances. The decrease in investment security average balances for the three- and nine-month periods ending December 31, 2011 is a result of the sale of investment securities for interest rate risk and capital management purposes totaling $333.8 million (proceeds on sale) in the nine months ending December 31, 2011. Interest income on interest-bearing deposits increased $179,000 and decreased $47,000, respectively, for the three and nine months ended December 31, 2011, as compared to the respective periods in 2010, primarily due to an increase in the average balance as well as a slight increase in the average yield for the three-month period and a decrease in the average balance offset by a slight increase in the average yield for the nine-month period.

Interest expense on deposits decreased $4.9 million or 45.0% and decreased $19.9 million or 49.8%, respectively, for the three and nine months ended December 31, 2011, as compared to the respective periods in 2010. This decrease was primarily due to improved liquidity management and pricing disciplines which resulted in a decrease of 53 basis points in the weighted average cost of deposits to 0.95% from 1.48% for the three months and a decrease of 65 basis points in the weighted average cost of deposits to 1.02% from 1.67% for the nine months ended December 31, 2011. In addition, there was a decrease in the average balance of deposits and accrued interest of $419.2 million and $570.1 million, as compared to the respective three- and nine-month periods in the prior year. Interest expense on other borrowed funds increased $67,000 or 0.9% and decreased $2.6 million or 10.2%,

 

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respectively, during the three and nine months ended December 31, 2011, as compared to the respective period in the prior year. The weighted average cost of other borrowed funds increased 143 basis points to 5.93% from 4.50% for the three-month period and increased 72 basis points to 5.50% from 4.78% for the nine month period ended December 31, 2011, respectively, as compared to the respective period last year primarily due to a rate increase of 3% (from 12% to 15%) effective May 31, 2011 on the $116.3 million short-term line of credit. For the three- and nine-month periods ended December 31, 2011, the average balance of other borrowed funds decreased $163.0 million and $157.2 million, respectively, as compared to the respective periods in 2010 primarily due to the maturity of FHLB advances.

Provision for Credit Losses

Provision for credit losses decreased $13.0 million or 60.9% and decreased $12.0 million or 29.4%, respectively, for the three- and nine-month periods ended December 31, 2011, as compared to the respective periods 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 when determining the adequacy of the allowance for losses. The provisions were based on management’s 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.

 

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Table of Contents

Non-Interest Income

The following table presents non-interest income by major category for the periods indicated:

 

     Three Months Ended
December 31,
    Increase (Decrease)     Nine Months Ended
December 31,
    Increase (Decrease)  
     2011     2010     Dollar     Percent     2011     2010     Dollar     Percent  
     (Dollars in Thousands)  

Net impairment losses recognized in earnings

   $ (155   $ (163   $ 8        4.9   $ (337   $ (362   $ 25        6.9

Loan servicing income, net of amortization

     (1,571     (416     (1,155     (277.6     (325     1,076        (1,401     (130.2

Credit enhancement income on mortgage loans sold

     5        116        (111     (95.7     67        605        (538     (88.9

Service charges on deposits

     2,926        2,855        71        2.5        8,667        9,773        (1,106     (11.3

Investment and insurance commissions

     910        971        (61     (6.3     2,864        2,696        168        6.2   

Net gain on sale of loans

     6,018        5,601        417        7.4        11,185        16,164        (4,979     (30.8

Net gain on sale of investment securities

     20        1,187        (1,167     (98.3     6,362        7,952        (1,590     (20.0

Net gain on sale of branches

     —          100        (100     (100.0     —          7,348        (7,348     (100.0

Revenue from real estate partnership operations

     107        —          107        —          158        387        (229     —     

Other

     1,234        1,435        (201     (14.0     3,559        3,434        125        3.6   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total non-interest income

   $ 9,494      $ 11,686      $ (2,192     (18.8 )%    $ 32,200      $ 49,073      $ (16,873     (34.4 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-interest income decreased $2.2 million or 18.8% to $9.5 million and decreased $16.9 million or 34.4% to $32.2 million for the three and nine months ended December 31, 2011, respectively, as compared to $11.7 million and $49.1 million for the respective periods in 2010.

The decrease for the three-month period ended December 31, 2011 was primarily due to a $1.2 million decline in net gain on sale of investment securities as well as a decrease of $1.2 million in loan servicing income. These declines were largely due to the sale in 2010 of investment securities with an amortized cost basis of $81.3 million at a gain of $1.2 million and an increase of $1.0 million in mortgage servicing rights amortization cost attributable to the impact of lower interest rates on the prepayment of underlying serviced loans. These decreases were partially offset by an increase in net gain on sale of loans of $417,000 attributable to a significantly higher volume of residential mortgage loan sales in 2011.

The decrease for the nine-month period ended December 31, 2011 was primarily due to a $7.3 million gain on sale of branches in the prior year. In addition, gain on sale of loans decreased $5.0 million for the nine-months ended December 31, 2011, as compared to the respective period in the prior year largely due to lower margins in 2011 on the sale of residential mortgages and the sale of education loans with a carrying value of $23.5 million at a gain of $770,000 in the second quarter of fiscal 2011.

 

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Non-Interest Expense

The following table presents non-interest expense by major category for the periods indicated:

 

     Three Months Ended
December 31,
    Increase (Decrease)     Nine Months Ended
December 31,
    Increase (Decrease)  
     2011     2010     Dollar     Percent     2011      2010     Dollar     Percent  
     (Dollars in Thousands)  

Compensation

   $ 10,806      $ 10,396      $ 410        3.9   $ 30,863       $ 31,799      $ (936     (2.9 )% 

Occupancy

     2,070        1,921        149        7.8        5,975         6,305        (330     (5.2

Federal deposit insurance premiums

     1,828        1,423        405        28.5        5,535         9,119        (3,584     (39.3

Furniture and equipment

     1,476        1,520        (44     (2.9     4,631         5,023        (392     (7.8

Data processing

     1,665        1,627        38        2.3        4,656         4,981        (325     (6.5

Marketing

     147        248        (101     (40.7     879         965        (86     (8.9

Expenses from real estate partnership operations

     41        32        9        28.1        760         547        213        38.9   

OREO operations--net expense

     6,179        3,307        2,872        86.8        17,968         15,747        2,221        14.1   

Mortgage servicing rights impairment (recovery)

     (985     (1,611     626        38.9        4,305         (149     4,454        2,989.3   

Legal services

     1,376        1,866        (490     (26.3     3,577         6,645        (3,068     (46.2

Other professional fees

     437        767        (330     (43.0     1,513         2,877        (1,364     (47.4

Other

     3,957        3,151        806        25.6        11,370         10,595        775        7.3   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total non-interest expense

   $ 28,997      $ 24,647      $ 4,350        17.6   $ 92,032       $ 94,454      $ (2,422     (2.6
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Non-interest expense increased $4.4 million or 17.6% to $29.0 million and decreased $2.4 million or 2.6% to $92.0 million for the three and nine months ended December 31, 2011, respectively, as compared to $24.6 million and $94.4 million for the respective periods in 2010.

The increase for the three-month period was primarily due to an increase of $2.9 million in OREO operations, net expense attributable to higher loss provisions on repossessed property. Other non-interest expense increased $806,000 primarily due to a $0.7 million impairment charge on real estate acquired and intended to be used for future expansion. A lower recovery in the valuation of mortgage servicing rights of $626,000 also contributed to the quarter-over-quarter increase. These increases were partially offset by a decrease in legal services of $490,000 primarily due to less need for external counsel to address corporate (i.e., non-banking related) issues in the current year period.

The decrease for the nine-month period was primarily due to a decrease of $3.6 million in federal deposit insurance premiums due to a more favorable FDIC risk rating. In addition, legal services decreased $3.1 million primarily due to less need for external counsel to address corporate (i.e., non-banking related) issues in the current year period. These decreases were partially offset by an increase in mortgage servicing rights impairment of $4.5 million due to exceptionally low mortgage interest rates during the latter half of 2011.

Income Taxes

Income tax expense includes $10,000 of franchise taxes for the nine-month period ended December 31, 2011. The effective tax rate was 0% and 0.03% for the three- and nine-month periods ended December 31, 2011 and 0% and 0.06% for the three and nine months ended December 31, 2010. A full valuation allowance has been recorded on the net deferred tax asset due to the uncertainty of the Corporation’s ability to create sufficient taxable income to utilize it.

 

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FINANCIAL CONDITION

During the nine months ended December 31, 2011, the Corporation’s assets decreased by $333.3 million from $3.39 billion at March 31, 2011 to $3.06 billion at December 31, 2011. The majority of this decrease was attributable to a decrease of $354.0 million in loans held for investment as well as a decrease of $338.6 million in investment securities available for sale, which were partially offset by a $344.3 million increase in cash and cash equivalents.

Loans held for investment decreased $354.0 million during the nine months ended December 31, 2011. Activity for the period consisted of principal repayments and other adjustments (the majority of which are undisbursed loan proceeds) of $426.0 million and transfers to foreclosed properties and repossessed assets of $61.3 million, partially offset by originations and refinances of $133.3 million.

Investment securities available for sale decreased $338.6 million during the nine months ended December 31, 2011 as a result of sales of $333.8 million, principal repayments of $30.3 million and fair value adjustments and net amortization of $25.4 million in this period. The sales of securities in the nine months ended December 31, 2011 were executed to take advantage of an opportunity in the market to reduce risk-weighted assets and lower the market value of equity volatility at attractive price levels.

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 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 recognized in earnings as an other-than-temporary impairment.

Federal Home Loan Bank (“FHLB”) stock remained constant during the nine months ended December 31, 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 2011, and reported that it is in compliance with regulatory capital requirements. FHLB restored paying a dividend in February 2011.

A FHLB Chicago capital stock conversion plan has been approved by their regulator, the Federal Housing Finance Agency, and became effective January 1, 2012. As part of this plan some excess capital stock held by members will be repurchased by the FHLB Chicago in the first quarter of 2012. The Corporation plans to participate in the repurchase and expects some but not all of its excess capital stock to be repurchased. Additional repurchases are anticipated by the FHLB Chicago in subsequent quarters. The Corporation has concluded that its investment in the stock of FHLB Chicago was not impaired at December 31, 2011.

Foreclosed properties and repossessed assets decreased $3.8 million to $86.9 million at December 31, 2011 from $90.7 million at March 31, 2011 due to sales of $53.9 million and additional write downs of various properties of $11.2 million. These decreases were partially offset by transfers in from the loan portfolio of $61.3 million.

 

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Net deferred tax assets were zero at December 31, 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 as it is uncertain if the Corporation can generate sufficient taxable income in the near future.

Total liabilities decreased $321.1 million during the nine months ended December 31, 2011. This decrease was largely due to a $227.8 million decrease in deposits and accrued interest, including advance payments by borrowers for taxes and insurance, primarily due to time deposit runoff and a $121.0 million decrease in other borrowed funds due to the maturity of FHLB advances. These decreases were partially offset by a $15.0 million increase in other liabilities primarily due to an increase in short-term payables associated with the recent spike in volume of mortgage loan origination and refinance activity and an increase of $12.7 million in other accrued interest and fees payable. Brokered deposits totaled $40.2 million or approximately 1.6% of total deposits at December 31, 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 decreased $12.2 million during the nine months ended December 31, 2011 as a net result of comprehensive loss of $12.4 million, partially offset by a release of treasury stock for restricted stock vesting of $275,000.

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 entity’s 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 program. The Bank is eligible to issue up to $88.0 million as of December 31, 2011. As of December 31, 2011, the Bank had $60.0 million of bonds outstanding all of which mature in February, 2012.

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 institution’s 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 through 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

 

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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 Treasury’s 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 institution’s 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. Described above.

 

 

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:

 

   

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 Corporation’s 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 Treasury’s preferred stock is redeemed in full;

 

   

a requirement that the Corporation’s 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 Corporation’s 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.

 

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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 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 Corporation’s 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.

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 Corporation’s 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 Corporation’s management and board for material deviations between the cash flow plan’s 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 December 31, 2011.

 

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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 submitted to the OTS, 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 December 31, 2011 the Bank had a core capital ratio of 4.26% and 4.11%, respectively, and a total risk-based capital ratio of 8.04% and 8.07%, respectively, each below the required capital ratios set forth above. All customer deposits remain fully insured to the highest limits set by the FDIC. As a result, the bank regulatory agencies may take additional significant regulatory action against the Bank and Corporation which could, among other things, materially adversely affect the Corporation’s shareholders. The bank regulatory agencies may grant extensions to the timelines established by the Orders.

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 Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009.

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 Bank’s capital levels, one based on obtaining capital from an outside source and one which reflects the results of the Bank’s ongoing initiatives in the absence of an external capital infusion. An essential element for the conditional approval of the Plan was the Bank’s ability to attain “adequately capitalized” (8.0% or greater Total Risk Based Capital) status as of July 31, 2010. Based on the Bank’s internal financial reporting, a Total Risk Based Capital level of 8.05% was achieved as of July 31, 2010. As of December 31, 2011, Total Risk-Based capital was 8.07%.

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. The Plan will now be administered by OCC.

 

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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 Bank’s risk management philosophy, principles, governance and various aspects of its risk management program.

Risk Management Philosophy

The Bank’s 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 general state of the economy and the elevated risk in the loan portfolio, the Bank’s 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 Bank’s 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 of risk profiles and discussion of 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.

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 Bank’s non-performing assets portfolios. Over time, the Bank will return to management of portfolio returns through discrete 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.

 

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Non-Performing Loans

The composition of non-performing loans is summarized as follows for the dates indicated:

 

     December 31, 2011     March 31, 2011  
     Non-Performing      Percent of
Non-Performing
Loans
    Percent
of Total
Gross
Loans(1)
    Non-Performing      Percent of
Non-Performing
Loans
    Percent
of Total
Gross
Loans(1)
 
     (Dollars in Thousands)  

Residential

   $ 47,377         18.1     2.04   $ 63,746         22.6     2.38

Commercial and industrial

     10,694         4.1     0.46     18,241         6.5     0.68

Land and construction

     79,438         30.4     3.42     67,472         23.9     2.51

Multi-family

     46,393         17.8     2.00     39,412         13.9     1.47

Retail/office

     41,153         15.8     1.77     54,256         19.2     2.02

Other commercial real estate

     27,518         10.5     1.18     31,488         11.1     1.17

Education (2)

     865         0.3     0.04     731         0.3     0.03

Other consumer

     7,714         3.0     0.33     7,299         2.6     0.27
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
   $ 261,152         100.0     11.24   $ 282,645         100.0     10.54
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

 

(1) 

Total gross loans are gross loans receivable before the reduction for loans in process, unearned interest and loan fees and the allowance for loans losses.

(2) 

Excludes the guaranteed portion of education loans 90+ days past due with an unpaid principal balance totaling $27,974 and $23,629 at December 31, 2011 and March 31, 2011, respectively, that are not considered impaired based on a guarantee provided by government agencies.

The following is a summary of non-performing loan activity for the nine months ended December 31, 2011 (in thousands):

 

Loan Class

  

Non-

Performing
Loan Balance
April 1, 2011

    

Additions

    

Transferred
to Accrual
Status

   

Transferred
to OREO

   

Paid
Down

   

Charged
Off

   

Non-Performing
Loan Balance
December 31,
2011

    

Remaining
Balance of
Loans

    

ALLL
Allocated

 

Residential

   $ 63,746       $ 14,690       $ (5,341   $ (16,777   $ (5,809   $ (3,132   $ 47,377       $ 543,956       $ 15,265   

Commercial and industrial

     18,241         8,293         (885     (2,898     (3,379     (8,678     10,694         40,069         13,943   

Land and construction

     67,472         44,802         (4,330     (8,720     (6,691     (13,095     79,438         126,203         35,115   

Multi-family

     39,412         21,588         (716     (7,769     (4,627     (1,495     46,393         312,448         16,433   

Retail/office

     54,256         26,989         (223     (13,926     (10,767     (15,176     41,153         294,062         26,548   

Other commercial real estate

     31,488         12,677         (910     (9,679     (1,932     (4,126     27,518         221,453         20,899   

Education

     731         139         —          —          (5     —          865         250,926         326   

Other consumer

     7,299         4,568         (2,001     (240     (652     (1,260     7,714         272,252         2,397   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total

   $ 282,645       $ 133,746       $ (14,406   $ (60,009   $ (33,862   $ (46,962   $ 261,152       $ 2,061,369       $ 130,926   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Non-performing loans (consisting of loans past due more than 90 days and on non-accrual status, loans less than 90 days delinquent but placed on non-accrual status due to anticipated probable loss and non-accrual troubled debt restructurings) decreased $21.4 million during the nine months ended December 31, 2011. Non-performing assets decreased $25.3 million to $348.1 million at December 31, 2011 from $373.4 million at March 31, 2011 and increased as a percentage of total assets to 11.37% from 11.00% at such dates, respectively.

 

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The interest income that would have been recorded during the nine months ended December 31, 2011 and 2010 if the Bank’s non-performing loans at the end of the period had been current in accordance with their terms during the period was $3.8 million and $14.3 million, respectively.

Non-Performing Assets

The composition of non-performing assets is summarized as follows for the dates indicated:

 

     At December 31,     At March 31,  
     2011     2011  
     (Dollars in thousands)  

Non-accrual loans—excluding troubled debt restructurings

   $ 183,342      $ 265,383   

Troubled debt restructurings—non-accrual (1)

     77,810        17,262   

Other real estate owned (OREO)

     86,925        90,707   
  

 

 

   

 

 

 

Total non-performing assets

   $ 348,077      $ 373,352   
  

 

 

   

 

 

 

Total non-performing loans to total gross loans (2)

     11.24     10.54

Total non-performing assets to total assets

     11.37        11.00   

Allowance for loan losses to total gross loans (2)

     5.64        5.60   

Allowance for loan losses to total non-performing loans

     50.13        53.11   

Allowance for loan losses plus foreclosed properties and repossessed asset valuation allowance to total non-performing assets

     43.58        45.56   

 

 

(1) 

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.

(2) 

Total gross loans are the unpaid principal balance before the reduction for loans in process, unearned interest and loan fees and the allowance for loans losses.

The increase in loans considered troubled debt restructurings – non-accrual of $60.5 million to $77.8 million at December 31, 2011, from $17.3 million at March 31, 2011 is primarily the 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, a portion of the troubled debt restructurings – non-accrual balance may be returned to accrual status.

 

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The following is a summary of non-performing asset activity for the nine months ended December 31, 2011 (in thousands):

 

     90+Days Past
Due
    Less Past Due
90 Days and Still
Accruing
Interest
     Total Non-
performing
Loans
    Other Real
Estate Owned
(OREO)
    Total Non-
performing
Assets
 

Balance at April 1, 2011

   $ 306,274      $ 23,629       $ 282,645      $ 90,707      $ 373,352   

Additions

     138,091        4,345         133,746        1,267        135,013   

Transfers:

           

Nonaccrual to OREO

     (60,009     —           (60,009     60,009        —     

Returned to accrual status

     (14,406     —           (14,406     —          (14,406

Sales

     —          —           —          (53,890     (53,890

Loan charge-offs/OREO losses on sale or net additional write-down

     (46,962     —           (46,962     (11,168     (58,130

Payments

     (33,862     —           (33,862     —          (33,862
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2011

   $ 289,126      $ 27,974       $ 261,152      $ 86,925      $ 348,077   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Loan Delinquencies 30 Days and Over

The following table sets forth information relating to the Corporation’s past due loans that were 30 days and over delinquent at the dates indicated (dollars in thousands).

 

     December 31,     March 31,  
     2011     2011  
            % of            % of  
            Total            Total  
            Gross            Gross  

Days Past Due

   Balance      Loans     Balance      Loans  

30 to 59 days

   $ 26,837         1.16   $ 46,244         1.72

60 to 89 days

     19,818         0.85        30,479         1.14   

90 days and over

     210,426         9.06        238,256         8.88   
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 257,081         10.10   $ 314,979         11.74
  

 

 

    

 

 

   

 

 

    

 

 

 

Loans delinquent 30 to 89 days decreased $30.0 million to $46.7 million at December 31, 2011 from $76.7 million at March 31, 2011 as a result of increased monitoring and loss mitigation efforts.

Impaired Loans

At December 31, 2011, the Corporation has identified $347.3 million of loans as impaired which includes non-accrual loans plus performing troubled debt restructurings. At March 31, 2011, impaired loans were $372.1 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.

During the quarter ended September 30, 2011, the Corporation adopted Accounting Standards Update No. 2011-02, “A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.” This ASU clarifies the guidance on how creditors evaluate whether a restructuring of debt qualifies as a Troubled Debt Restructuring. The adoption of ASU 2011-02 increased the Corporation’s impaired loans by approximately $258,000.

 

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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-off 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 borrower’s 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 determination methodology. 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 bank regulatory agencies, as an integral part of their examination processes, periodically review 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 several 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 pass and watch rated 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 and letters of credit which is classified in other liabilities.

The general component allowance for loan loss methodology incorporates the following quantitative and qualitative risk factors to establish the appropriate general allowance for loan loss at each reporting date.

Quantitative factors include:

 

   

loan volume and terms

 

   

delinquency and charge-off trends

 

   

collateral values

 

   

credit concentrations

 

   

external factors such as competition and legal and regulatory requirements,

 

   

portfolio size

Qualitative factors include:

 

   

lending policies, procedures and practices

 

   

economic condition of our operating markets

 

   

experience, ability and depth of lending management and other relevant staff

 

   

loan review system

 

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During the quarter ending December 31, 2011, the values assigned to quantitative factors regarding loan volume and terms, delinquency and charge-off trends, and collateral values; and the qualitative factor regarding economic conditions, were adjusted lower to reflect the results of an analysis based on various publications, market research, economic reports, Corporation portfolio credit metrics, management’s expertise and knowledge of the immediate lending market, as well as analysis of peer institutions and similar markets. The factor value changes resulted in a lower required allowance for loan losses as of December 31, 2011 totaling $6.1 million. The lower required allowances by portfolio segment were $2.4 million for the residential segment, $0.1 million for the commercial and industrial segment, and $3.6 million for the commercial real estate segment.

The following table presents the allowance for loan losses by component, along with the unpaid principal balance of loans by risk category:

 

     At December 31,     At March 31,  
     2011     2011  
     (In Thousands)  

Allowance for loan losses by component

    

General component

   $ 36,375      $ 44,940   

Substandard loan component

     36,487        50,989   

Specific component

     58,064        54,193   
  

 

 

   

 

 

 

Total allowance for loan losses

   $ 130,926      $ 150,122   
  

 

 

   

 

 

 

Loans by risk category

    

Pass

   $ 1,689,670      $ 1,864,763   

Watch

     164,463        237,837   
  

 

 

   

 

 

 

Total pass and watch rated loans

     1,854,133        2,102,600   
  

 

 

   

 

 

 

Total substandard, excluding TDR accrual

     121,103        208,184   
  

 

 

   

 

 

 

TDR accrual

     86,133        89,417   

Non-accrual

     261,152        282,645   
  

 

 

   

 

 

 

Total impaired loans

     347,285        372,062   
  

 

 

   

 

 

 

Total unpaid principal balance

   $ 2,322,521      $ 2,682,846   
  

 

 

   

 

 

 

General ALLL / Pass and watch loans

     2.0     2.1

Substandard ALLL / Substandard, excluding TDR accrual

     30.1     24.5

Specific ALLL / Impaired loans

     16.7     14.6

Loans 30 to 89 days past due

     46,655        76,723   

The ratio of the general allowance for loan losses to pass and watch rated loans has fallen slightly to 2.0% at December 31, 2011 from 2.1% at March 31, 2011 primarily due to a favorable trend in early-stage delinquencies, defined as loans 30 to 89 days past due, and the adjustments to quantitative and qualitative factors discussed above. The ratios associated with substandard and impaired loans have both increased from March 31, 2011 to December 31, 2011 reflecting a continued weakness in collateral values associated with these higher risk credits.

 

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The following table summarizes the activity in our allowance for loan losses for the period indicated.

 

     Three Months Ended     Nine Months Ended  
     December 31,     December 31,  
     2011     2010     2011     2010  
     (Dollars In Thousands)  

Allowance at beginning of period

   $ 138,347      $ 156,186      $ 150,122      $ 179,644   

Charge-offs:

        

Residential

     (1,067     (4,046     (4,489     (11,698

Commercial and industrial

     (6,572     (2,601     (10,624     (6,811

Land and construction

     (4,026     (3,340     (14,096     (8,816

Multi-family

     (611     (4,541     (2,832     (14,406

Commercial real estate

     (5,251     (7,978     (21,685     (23,850

Consumer

     (715     (961     (2,461     (2,676
  

 

 

   

 

 

   

 

 

   

 

 

 

Total charge-offs

     (18,242     (23,467     (56,187     (68,257
  

 

 

   

 

 

   

 

 

   

 

 

 

Recoveries:

        

Residential

     545        351        1,401        742   

Commercial and industrial

     230        690        1,526        1,439   

Land and construction

     502        508        1,159        785   

Multi-family

     496        465        1,139        939   

Commercial real estate

     444        948        1,922        1,725   

Consumer

     177        66        582        208   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total recoveries

     2,394        3,028        7,729        5,838   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net charge-offs

     (15,848     (20,439     (48,458     (62,419
  

 

 

   

 

 

   

 

 

   

 

 

 

Provision for loan losses

     8,427        21,691        29,262        40,213   
  

 

 

   

 

 

   

 

 

   

 

 

 

Allowance at end of period

   $ 130,926      $ 157,438      $ 130,926      $ 157,438   
  

 

 

   

 

 

   

 

 

   

 

 

 

Provision for loan losses

   $ 8,427      $ 21,691      $ 29,262      $ 40,213   

Provision for unfunded commitment losses

     (47     (279     (285     807   
  

 

 

   

 

 

   

 

 

   

 

 

 

Provision for credit losses

   $ 8,380      $ 21,412      $ 28,977      $ 41,020   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net charge-offs to average loans held for sale and for investment

     (2.78 )%      (2.92 )%      (2.73 )%      (2.79 )% 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total loan charge-offs were $18.2 million and $23.5 million for the three months ending December 31, 2011 and 2010, respectively. Total loan charge-offs for the three months ended December 31, 2011 decreased $5.3 million from the same period in the prior fiscal year. Recoveries decreased $634,000 during the three months ended December 31, 2011 from the same period in the prior fiscal year.

The provision for loan losses decreased $13.3 million to $8.4 million for the three months ending December 31, 2011 compared to $21.7 million for the three months ended December 31, 2010. The decrease in the provision for loan losses is the result of management’s ongoing evaluation of the loan portfolio. Management considered the allowance for loan losses to total non-performing loans of 50.13% in determining the provision for loan losses and the adequacy of the allowance 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 Bank’s Board of Directors. Although management believes that the December 31, 2011 allowance for loan losses is adequate based upon the current evaluation of loan delinquencies, non-performing

 

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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 subject to review by the bank regulatory agencies 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 $3.8 million during the nine months ended December 31, 2011. Individual properties included in OREO at December 31, 2011 with a recorded balance in excess of $1 million are listed below:

 

Description

  

Location

   Carrying
Value

(in  thousands)
 

Condo units with additional land

   Central Wisconsin    $ 5,726   

Retail/office building

   Central Wisconsin      2,567   

Multi-family and vacant land

   Northwest Wisconsin      1,578   

Vacant land

   Northwest Wisconsin      1,292   

Retail/office building

   South Central Wisconsin      2,762   

Commercial warehouse

   South Central Wisconsin      2,730   

Single family and vacant land

   South Central Wisconsin      1,950   

Commercial building

   South Central Wisconsin      1,450   

Retail/office building

   South Central Wisconsin      1,076   

Vacant land

   Southeast Wisconsin      5,612   

Commercial building and vacant land

   Southeast Wisconsin      1,581   

Vacant land

   Southeast Wisconsin      1,403   

Vacant land

   Southeast Wisconsin      1,162   

Multi-family

   Minnesota      1,003   

Other properties individually less than $1 million

        55,033   
     

 

 

 
      $ 86,925   
     

 

 

 

A limited number of 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 less cost to sell upon transfer to OREO with shortfalls, if any, charged to the allowance for loan losses. Subsequent decreases in the valuation of OREO are recorded in a valuation account for the foreclosed property with a corresponding charge to OREO operations expense. 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 the 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 considers broker and market analysis to update the estimated fair value.

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.

 

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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 an adequate liquidity position.

Liquidity and Capital Resources

On an unconsolidated basis, the Corporation’s 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 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 nine months ended December 31, 2011.

The Bank’s 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 December 31, 2011, the Corporation had outstanding borrowings from the FHLB of $357.5 million. The total maximum borrowing capacity at the FHLB based on the existing stock holding as of December 31, 2011 was $1,096.6 million, subject to collateral availability. Total borrowing capacity based on the value of the existing collateral pledged was $446.8 million.

Capital Purchase Program

On January 30, 2009, as part of Treasury’s 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 Corporation’s 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 eleven quarters ended December 31, 2011 due to a lack of liquidity. Because the Corporation deferred the quarterly dividend payments at least six times, Treasury had the right to appoint two members to the Corporation’s Board of Directors to serve until all accrued but unpaid dividends have been paid. On September 30, 2011, Treasury exercised its right and appointed two new directors. 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, $0.10 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 Treasury’s 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 Corporation’s 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.

 

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The terms of the Treasury’s 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.

Loan Commitments

At December 31, 2011, the Bank had outstanding commitments to originate loans of $7.1 million and commitments to extend funds to, or on behalf of, customers pursuant to lines and letters of credit of $174.8 million. Scheduled maturities of certificates of deposit for the Bank during the twelve months following December 31, 2011 amounted to $1.08 billion. Scheduled maturities of other borrowed funds during the same period totaled $130.0 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 Corporation’s 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 $20.4 million at December 31, 2011 related to approximately $438.1 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 net fees totaled $5,000 and $116,000 for the three months ended December 31, 2011 and 2010, respectively and $67,000 and $605,000 for the nine months ended December 31, 2011 and 2010, respectively. The Corporation’s participation in 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 December 31, 2011, the Bank had $40.2 million of brokered deposits. At December 31, 2011, the Bank was under a Cease and Desist Order with the bank regulatory agencies which limits the Bank’s ability to accept, renew or roll over brokered deposits without prior approval of the bank regulatory agencies.

In January 2012, the Bank exchanged four of its Federal Home Loan Bank advances totaling $150.0 million for an equal number and principal amount of advances with extended maturity dates and different interest rate terms to reduce interest rate risk and lower the current cost of funds. The advances exchanged carried fixed rates of interest ranging from 2.53% to 3.25% and maturity dates from January through March 2013. The new advances all mature in January 2015 and require monthly interest payments based on 3 month LIBOR plus a spread ranging from 0.98% to 1.15%. Prepayment fees due upon exchange of the instruments totaling $4.3 million were embedded in the spread over LIBOR on the new advances. No gain or loss was recorded for these transactions as the criteria in Accounting Standards Codification 470-50, “Debt – Modifications and Extinguishments” requiring accounting as an extinguishment of debt were not met.

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 Bank regulatory 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.

 

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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 Corporation’s liquidity (on an unconsolidated basis) is primarily dependent upon the Corporation’s ability to raise debt or equity capital from third parties and the receipt of 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 Bank’s 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 Corporation’s 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 December 31, 2011, the Corporation’s cash and cash equivalents, on an unconsolidated basis amounted to $2.7 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. 8 to the Amended and Restated Credit Agreement on November 30, 2012, and the dividends and interest on the $110 million of Series B Preferred Stock held by Treasury.

Credit Agreement

On November 29, 2011, the Corporation entered into Amendment No. 8 (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 principal amount 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, 2012. 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, 2012. At December 31, 2011, the Corporation had accrued interest payable related to the Credit Agreement of $31.5 million and an amendment fee payable of $4.8 million.

Within two business days after the Corporation obtains knowledge of an event, 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:

 

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a Tier 1 Leverage Ratio of not less than 3.70% at all times.

 

   

a Total Risk Based Capital ratio of not less than 7.50% at all times.

 

   

The ratio of Non-Performing Loans to Gross Loans shall not exceed 15.00% at any time.

The total outstanding principal balance under the Credit Agreement as of December 31, 2011 was $116.3 million. These borrowings are shown in the Corporation’s 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 the earlier of the Corporation’s 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, 2012.

The Credit Agreement and the Amendment also contain customary representations, warranties, conditions and events of default for agreements of such type. At December 31, 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 November 29, 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 Corporation’s operations.

For additional information about the Credit Agreement, see Part II, Item 1A – Risk Factors – Risks Related to Our Credit Agreement in the Corporation’s Annual Report on Form 10-K for the year ended March 31, 2011.

MARKET RISK MANAGEMENT

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 business of the Corporation and the composition of its consolidated balance sheet consist of investments in interest-earning assets (primarily loans, mortgage-backed securities, and other securities) that are largely funded by interest-bearing liabilities (deposits and borrowings). All of the financial instruments of the Corporation as of December 31, 2011 were held for other-than-trading purposes (i.e. either held for investment or held for sale). Such financial instruments have varying levels of sensitivity to changes in market rates of interest. The Corporation’s net interest income is dependent on the amounts of and yields on its interest-earning assets as compared to the amounts of and rates on its interest-bearing liabilities. Net interest income is therefore sensitive to changes in market rates of interest.

The Corporation’s asset/liability management strategy is to maximize net interest income while limiting exposure to risks associated with changes in interest rates. This strategy is implemented by the Corporation’s ongoing analysis and management of its interest rate risk. A principal function of asset/liability management is to coordinate the levels of interest-sensitive assets and liabilities to manage net interest income fluctuations within limits in times of fluctuating market interest rates.

Interest rate risk results when the maturity or repricing intervals and interest rate indices of the interest-earning assets, interest-bearing liabilities, and off-balance-sheet financial instruments are different, thus creating a risk that will result in disproportionate changes in the value of and the net earnings generated from the Corporation’s interest-earning assets, interest-bearing liabilities, and off-balance-sheet financial instruments. The Corporation’s exposure to interest rate risk is managed primarily through the Corporation’s strategy of selecting the types and terms of interest-earning assets and interest-bearing liabilities that generate favorable earnings while limiting the potential negative effects of changes in market interest rates. Because the Corporation’s primary source of interest-bearing liabilities is customer deposits, the Corporation’s ability to manage the types and terms of such deposits may be somewhat limited by customer maturity preferences in the market areas in which the Corporation operates. Deposit pricing is competitive with promotional rates frequently offered by competitors. Borrowings, which include FHLB

 

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advances, short-term borrowings, and long-term borrowings, are generally structured with specific terms which, in management’s judgment, when aggregated with the terms for outstanding deposits and matched with interest-earning assets, reduce the Corporation’s exposure to interest rate risk. The rates, terms, and interest rate indices of the Corporation’s interest-earning assets result primarily from the Corporation’s strategy of investing in securities and loans (a portion of which have adjustable rates). This permits the Corporation to limit its exposure to interest rate risk, together with credit risk, while at the same time achieving a positive interest rate spread from the difference between the income earned on interest-earning assets and the cost of interest-bearing liabilities.

Management uses a simulation model for the Corporation’s internal asset/liability management. The model uses maturity and repricing information for securities, loans, deposits, and borrowings plus repricing assumptions on products without specific repricing dates (e.g., savings and interest-bearing demand deposits), to calculate the cash flows, income, and expense of the Corporation’s assets and liabilities. In addition, the model computes a theoretical market value of the Corporation’s equity by estimating the market values of its assets and liabilities. The model also projects the effect on the Corporation’s earnings and theoretical value for a change in interest rates. The Corporation’s exposure to interest rates is reviewed on a monthly basis by senior management and the Corporation’s Board of Directors.

The Corporation performs a net interest income analysis as part of its asset/liability management processes. Net interest income analysis measures the change in net interest income in the event of hypothetical changes in interest rates. This analysis assesses the risk of change in net interest income in the event of sudden and sustained 100, 200 and 300 basis point increases in market interest rates. As a result of current market conditions, 100, 200, and 300 basis point decreases in market interest rates are not currently applicable as those decreases would result in many interest rate assumptions falling below 0. Nonetheless, the Corporation’s net interest income could decline in those scenarios as yields on earning assets could continue to adjust downward.

As of December 31, 2011, the Corporation remains asset sensitive. Overall net interest income sensitivity remains within the Corporation’s approved policy limits, with the exception of the increase in the +200 basis point scenario. An out of policy condition exists in that scenario primarily due to the large excess cash position, and it is expected to be temporary.

“Gap” analysis is used to determine the repricing characteristics of the Corporation’s assets and liabilities. The Corporation had a positive net Gap position at December 31, 2011for Year 1, meaning a greater amount of interest-earning assets are repricing or maturing than the amount of interest-bearing liabilities during the same time period. A positive gap generally indicates the Corporation is positioned to benefit from a rising interest rate environment. The Gap position does not necessarily indicate the level of the Corporation’s interest rate sensitivity or the impact to net interest income because the interest-earning assets and interest-bearing liabilities are repricing off of different indices.

Computations of the prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, loan prepayments and deposit run-off rates. These computations should not be relied upon as indicative of actual results. Actual values may differ from those projections, should market conditions vary from assumptions used in preparing the analyses. Further, the computations do not contemplate any actions the Company may undertake in response to changes in interest rates. The “Gap” analysis is based upon assumptions as to when assets and liabilities will reprice in a changing interest rate environment. Because such assumptions can be no more than estimates, certain assets and liabilities modeled as maturing or otherwise repricing within a stated period may, in fact, mature or reprice at different times and at different volumes than those estimated. Also, the renewal or repricing of certain assets and liabilities can be discretionary and subject to competitive and other pressures. Therefore, the gap position does not and cannot necessarily indicate the actual future impact of general interest rate movements on the Company’s net interest income.

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Asset/Liability Management” in the Corporation’s Annual Report on Form 10-K for the year ended March 31, 2011.

 

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COMPLIANCE RISK MANAGEMENT

Compliance risk represents the risk of regulatory sanctions, reputational impact or financial loss resulting from the Corporation’s failure to comply with regulations and standards of good banking practice. Activities which may 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 unrealized 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

 

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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 is the credit loss. The credit loss is the amount of impairment deemed other-than-temporary and recognized in earnings and is a reduction to the cost basis of the security. The amount of impairment related to all other factors (i.e. non-credit) 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 (ALLL) 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 ALLL is determined based on periodic evaluations of the loan and lease portfolios and other relevant factors. The ALLL 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 management’s 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 different look back period would be more representative of current experience.

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 review 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 Bank’s carrying value of the loan no loss is anticipated and no specific reserve is established. However, if the Bank’s 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 $250,000 or less in a homogenous pool of assets do not require an impairment analysis and, therefore, updated appraisals may not be 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 determination of value on an individually reviewed loan is estimated using an appraisal discounted by 15%, 25% or 35% depending on whether the appraisal is a) current, b) improved land or commercial real estate (CRE) greater than a year old, or c) unimproved land greater than a year old, respectively. The 15% discount represents an

 

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estimate of selling costs and potential taxes and other expenses the Bank may need to incur to move the property. The additional discounts on appraisals greater than a year old of 10% and 20% on improved land/CRE and unimproved land, respectively reflect the decrease in collateral values during fiscal years 2010 and 2011 and the first three quarters of fiscal 2012. These percentages are supported by the Bank’s analysis of appraisal activity over the past 12 months.

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 Corporation’s loan rating system, it is placed on non-accrual, and an allowance consistent with the Corporation’s 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 as described above.

Management considers the allowance for loan losses at December 31, 2011 to be at an acceptable level, although changes may be necessary if future economic and other conditions differ substantially from the current environment. Although the best information available is used, 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, is initially recorded at fair value, less estimated selling expenses. It is the Bank’s 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 in OREO operations, net expense. 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. If the aggregate carrying value of the capitalized mortgage servicing rights for a strata exceeds its fair value, a mortgage servicing right impairment is recognized in earnings for the difference. 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.

The interest rate bands used to stratify the serviced loans were changed in the quarter ending December 31, 2011 in response to the significantly lower interest rate environment over the past several years and the resultant “bunching’ of a substantial portion of serviced loans into two of the nine historical strata. The restratification of serviced loans did not have a material impact on the impairment measurement of the mortgage servicing right asset during the quarter ending December 31, 2011.

 

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Income Taxes

The Corporation’s 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 Corporation’s deferred tax assets will not be realized in future periods, a 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 Corporation’s evaluation is based on current tax laws as well as management’s 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,

 

   

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 and selling various insurance products. 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;

 

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  (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;

 

  (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 Bank’s 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 Bank’s Cease and Desist Orders with OCC;

 

  (xiv)   uncertainties about our ability to raise sufficient new capital in a timely manner in order to increase the Bank’s 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)   significant unforeseen legal expenses;

 

  (xix)   uncertainties about market interest rates;

 

  (xx)   security breaches of our information systems;

 

  (xxi)   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;

 

  (xxii)   environmental liability for properties to which we take title;

 

  (xxiii)   expiration of our Amended and Restated Credit Agreement;

 

  (xxiv)   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;

 

  (xxv)   changes in the U.S. Department of the Treasury’s Capital Purchase Program;

 

  (xxvi)   changes in the extensive laws, regulations and policies governing financial holding companies and their subsidiaries;

 

  (xxvii)   monetary and fiscal policies of the U.S. Department of the Treasury;

 

  (xxviii)   implications of the Dodd-Frank Act; and

 

  (xxix)   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.

 

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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.

 

Item 3 Quantitative and Qualitative Disclosures About Market Risk.

The Corporation’s market risk has not materially changed from March 31, 2011. See Item 7A in the Corporation’s 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 Corporation’s management, with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report and, based on this valuation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures are operating in an effective manner.

Changes in Internal Control Over Financial Reporting

There has been no change in the Corporation’s internal control over financial reporting ((as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the Corporation’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Corporation’s 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 Corporation’s 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 or repurchases of equity securities by the registrant for the three months ended December 31, 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:    February 9, 2012     By:       /s/ Chris Bauer
      Chris Bauer, President and Chief Executive Officer

 

Date:    February 9, 2012     By:       /s/ Thomas G. Dolan
      Thomas G. Dolan, Executive Vice President, Treasurer and Chief Financial Officer

 

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