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| ABCW > SEC Filings for ABCW > Form 10-K on 29-Jun-2009 | All Recent SEC Filings |
29-Jun-2009
Annual Report
Set forth below is a discussion and analysis of the Corporation's financial condition and results of operations, including information on the Corporation's asset/liability management strategies, sources of liquidity and capital resources and significant accounting policies. Management is required to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, actual results could differ from the estimates, assumptions, and judgments reflected in the financial statements. Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. Management believes the following policies are both important to the portrayal of our financial condition and results of operations and require subjective or complex judgments; therefore, management considers the following to be critical accounting policies. Management has reviewed the application of these polices with the Audit Committee of our board of directors. Management's discussion and analysis should be read in conjunction with the consolidated financial statements and supplemental data contained elsewhere in this report.
Critical Accounting Policies
There are a number of accounting policies that require the use of judgment. Some of the more significant policies are as follows:
• Declines in the fair value of held-to-maturity and available-for-sale
securities below their cost that are deemed to be other than temporary due
to credit loss are reflected in earnings as realized losses. In estimating
other-than-temporary impairment losses on debt securities, management
considers many factors which include: (1) the length of time and the extent
to which the fair value has been less than cost, (2) the financial
condition and near-term prospects of the issuer, and (3) the intent and
ability of the Corporation to retain its investment in the issuer for a
period of time sufficient to allow for any anticipated recovery in fair
value. To determine if an other-than-temporary impairment exists on a debt
security, the Corporation first determines if (a) it intends to sell the
security or (b) it is more likely than not that it will be required to sell
the security before its anticipated recovery. If either of the conditions
is met, the Corporation will recognize an other-than-temporary impairment
in earnings equal to the difference between the fair value of the security
and its adjusted cost. If neither of the conditions is met, the Corporation
determines (a) the amount of the impairment related to credit loss and
(b) the amount of the impairment due to all other factors. The difference
between the present values of the cash flows expected to be collected and
the amortized cost basis is the credit loss. The credit loss is the amount
of the other-than-temporary impairment that is recognized in earnings and
is a reduction to the cost basis of the security. The amount of total
impairment related to all other factors is included in other comprehensive
income (loss). If a security is impaired, and the impairment is deemed
other-than-temporary and material, a write down will occur in that quarter.
If a loss is deemed to be other-than-temporary, it is recognized as a
realized loss in the consolidated statement of income with the security
assigned a new cost basis. Management has applied EITF 99-20, "Recognition
of Interest Income and Impairment on Purchased Beneficial Interests and
Beneficial Interests That Continue to Be Held by a Transferor in
Securitized Financial Assets," based on the security attributes at the
purchase date and then does not further evaluate. All securities were of
high credit quality (i.e. rated AA or above) at the purchase date and
therefore, do not fall within the scope of EITF 99-20.
• Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity Securities, requires that available-for-sale securities be carried at fair value. Management determines fair value based on quoted market prices, identical assets in active markets or by other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques. The Corporation uses a pricing service as a source for fair values for a many of its securities. The Corporation also utilizes an independent firm that utilizes a discounted cash flow model for determining fair value and the credit portion of other-than-temporary impairments that are recognized in earnings on certain corporate mortgage-related securities in accordance with FAS FSP 115-2 and 124-2. Adjustments to the available-for-
sale securities fair value impact the consolidated financial statements by increasing or decreasing assets and stockholders' equity, and possibly net income as discussed in the preceding paragraph.
• The allowance for loan losses is a valuation allowance for probable losses incurred in the loan portfolio. Our allowance for loan loss methodology incorporates a variety of risk considerations in establishing an allowance for loan losses that we believe is adequate to absorb probable losses in the existing portfolio. Such analysis addresses our historical loss experience, delinquency and charge-off trends, collateral values, changes in non-performing loans, economic conditions, peer group experience and other considerations. This information is then analyzed to determine "estimated loss factors" which, in turn, is assigned to each loan category. These factors also incorporate known information about individual loans, including the borrowers' sensitivity to interest rate movements. Changes in the factors themselves are driven by perceived risk in pools of homogenous loans classified by collateral type, purpose and term. Management monitors local trends to anticipate future delinquency potential on a quarterly basis.
Our primary lending emphasis has been commercial real estate loans, construction loans and land acquisition and development loans for both residential and commercial projects. As the result of current economic conditions, the Bank has currently curtailed this lending emphasis. We have a concentration of loans secured by real property located in Wisconsin. Based on the composition of our loan portfolio and the growth in our loan portfolio, we believe the primary risks inherent in our portfolio are increases in interest rates, a decline in the economy, generally, and a decline in real estate market values. Any one or a combination of these events may adversely affect our loan portfolio resulting in increased delinquencies, loan losses and future levels of provisions. We consider it important to maintain the ratio of our allowance for loan losses to total loans at an acceptable level given current economic conditions, interest rates and the composition of our portfolio.
The allowance for loan losses is increased by the provision for loan losses charged to expense and reduced by loans charged off, net of recoveries. Provisions for loan losses are made on both a specific and general basis. Specific allowances are provided on impaired credits pursuant to SFAS No. 114 "Accounting by Creditors for Impairment of a Loan." The general component of the allowance for loan losses is based on historical loss experience and adjusted for qualitative and environmental factors pursuant to SFAS No. 5 "Accounting for Contingencies" and other related regulatory guidance. At least quarterly, we review the assumptions and formulas related to our general valuation allowances in an effort to update and to refine our allowance for loan losses in light of the various factors described above. During the year ended March 31, 2009, we decided to make further increases to the qualitative loss factors due to the weaknesses in the real estate markets in which we operate, declines in appraisal valuations, increases in nonperforming loans, increases in potential problem loans, and the general weakening of the local economies in the markets in which we operate. The factor for historical loss experience was reduced to a three-year average from a five-year average during the year ended March 31, 2009. In the event that our residential construction and land portfolio continues to experience deterioration in estimated collateral values, we may have to further adjust and discount the appraised values for the collateral underlying the loans in that portfolio, which could result in significant increases to our provision for loan losses.
We consider the ratio of the allowance for loan losses to total loans at March 31, 2009 to be at an acceptable level. Although we believe that we have established and maintained the allowance for loan losses at adequate levels, additions may be necessary if future economic and other conditions differ substantially from the current operating environment. Although management uses the best information available, the level of the allowance for loan losses remains an estimate that is subject to significant judgment and short-term change.
• Valuation of mortgage servicing rights requires the use of judgment. Mortgage servicing rights are established on loans that are originated and subsequently sold. A portion of the loan's book basis is allocated to mortgage servicing rights when a loan is sold. The fair value of mortgage servicing rights is the present value of estimated future net cash flows from the servicing relationship using current market assumptions for prepayments, servicing costs and other factors. 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 exceeds 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 cost or fair value. An impairment charge of $2.4 million was recorded during the year ended March 31, 2009.
• The Corporation accounts for federal income taxes in accordance with the provisions of SFAS No. 109, "Accounting for Income Taxes." Pursuant to the provisions of SFAS No. 109, a deferred tax liability or deferred tax asset is 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. Deferred tax assets are recorded only to the extent that the amount of net deductible temporary differences or carryforward attributes may be utilized against current period earnings, carried back against prior years' earnings, offset against taxable temporary differences reversing in future periods, or utilized to the extent of management's estimate of future taxable income. A valuation allowance is provided for deferred tax assets to the extent that the value of net deductible temporary differences and carryforward attributes exceeds management's estimates of taxes payable on future taxable income. A valuation allowance of $46.3 million excluding the valuation on the deferred tax asset related to unrealized losses on available for sale securities was placed on deferred tax assets during the year ended March 31, 2009. Deferred tax liabilities are provided on the total amount of net temporary differences taxable in the future.
• Goodwill is presumed to have an indefinite useful life and is tested, at least annually, for impairment at the reporting unit level. Impairment exists when the carrying amount of goodwill exceeds its implied fair value. The Corporation annually reviews the goodwill for impairment in accordance with SFAS No. 142, Goodwill and Other Intangible Assets. If the fair value of our reporting unit with goodwill exceeds its carrying amount, further evaluation is not necessary. However, if the fair value of our reporting unit with goodwill is less than its carrying amount, further evaluation is required to compare the implied fair value of the reporting unit's goodwill to its carrying amount to determine if a write-down of goodwill is required.
During the quarter ended December 31, 2008, our stock price continued to deteriorate. In addition, there was continued deterioration in our credit quality. These market conditions and related credit concerns caused valuations for financial institutions to decrease significantly during the three months ended December 31, 2008. The market price of the Corporation's stock declined from $7.34 on September 30, 2008 to $2.76 at December 31, 2008.
As a result of the above conditions, the Corporation completed its annual impairment valuation test of its $72.2 million goodwill asset during the three months ended December 31, 2008. As a result of this impairment test, the Corporation recorded a full impairment charge to the goodwill asset of $72.2 million. The goodwill impairment charge had no impact on the Corporation's tangible capital levels, tangible book value per share, regulatory capital ratios or liquidity.
Recent Accounting Pronouncements. Refer to Note 1 of our consolidated financial statements for a description of recent accounting pronouncements including the respective dates of adoption and effects on results of operations and financial condition.
Segment Review
The Corporation's primary reportable segment is community banking. Community banking consists of lending and deposit gathering (as well as other banking-related products and services) to businesses, governments and consumers and the support to deliver, fund and manage such banking services. The Corporation's real estate segment invests in real estate developments.
The Corporation's profitability is predominantly dependent on net interest income, non-interest income, the level of the provision for loan losses, non-interest expense and taxes of its community banking segment. The following table sets forth the results of operations of the Corporation's segments for the periods indicated.
Year Ended March 31, 2009
Consolidated
Real Estate Community Intersegment Financial
Investments Banking Eliminations Statements
(In thousands)
Interest income $ 102 $ 261,373 $ (1,213 ) $ 260,262
Interest expense 1,116 135,569 (1,213 ) 135,472
Net interest income (loss) (1,014 ) 125,804 - 124,790
Provision for loan losses - 205,719 - 205,719
Net interest income (loss) after
provision for loan losses (1,014 ) (79,915 ) - (80,929 )
Real estate investment partnership
revenue 2,130 - - 2,130
Other revenue from real estate
operations 8,194 - - 8,194
Other income - 35,297 (90 ) 35,207
Real estate investment partnership cost
of sales (1,736 ) - - (1,736 )
Other expense from real estate
partnership operations (9,596 ) - 90 (9,506 )
Real estate partnership impairment (17,631 ) - - (17,631 )
Minority interest in loss of real estate
partnerships 148 - - 148
Other expense - (194,286 ) - (194,286 )
Income (loss) before income taxes (19,505 ) (238,904 ) - (258,409 )
Income tax expense (benefit) (1,068 ) (29,030 ) - (30,098 )
Net income (loss) $ (18,437 ) $ (209,874 ) $ - $ (228,311 )
Total assets at end of period $ 25,070 $ 5,247,985 $ - $ 5,273,055
Goodwill $ - $ - $ - $ -
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Year Ended March 31, 2008
Consolidated
Real Estate Community Intersegment Financial
Investments Banking Eliminations Statements
(In thousands)
Interest income $ 141 $ 298,515 $ (1,981 ) $ 296,675
Interest expense 1,828 167,823 (1,981 ) 167,670
Net interest income (loss) (1,687 ) 130,692 - 129,005
Provision for loan losses - 22,551 - 22,551
Net interest income (loss) after
provision for loan losses (1,687 ) 108,141 - 106,454
Real estate investment partnership
revenue 8,623 - - 8,623
Other revenue from real estate
operations 7,440 - - 7,440
Other income - 35,643 (119 ) 35,524
Real estate investment partnership cost
of sales (8,489 ) - - (8,489 )
Other expense from real estate
partnership operations (10,291 ) - 119 (10,172 )
Minority interest in loss of real estate
partnerships 402 - - 402
Other expense - (89,000 ) - (89,000 )
Income (loss) before income taxes (4,002 ) 54,784 - 50,782
Income tax expense (benefit) (1,682 ) 21,332 - 19,650
Net income (loss) $ (2,320 ) $ 33,452 $ - $ 31,132
Total assets at end of period $ 72,028 $ 5,077,529 $ - $ 5,149,557
Goodwill $ - $ 72,375 $ - $ 72,375
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Year Ended March 31, 2007
Consolidated
Real Estate Community Intersegment Financial
Investments Banking Eliminations Statements
(In thousands)
Interest income $ 362 $ 282,308 $ (1,978 ) $ 280,692
Interest expense 1,906 152,718 (1,978 ) 152,646
Net interest income (loss) (1,544 ) 129,590 - 128,046
Provision for loan losses - 11,255 - 11,255
Net interest income (loss) after
provision for loan losses (1,544 ) 118,335 - 116,791
Real estate investment partnership
revenue 18,977 - - 18,977
Other revenue from real estate
operations 6,560 - - 6,560
Other income - 28,581 (119 ) 28,462
Real estate investment partnership cost
of sales (17,607 ) - - (17,607 )
Other expense from real estate
partnership operations (8,950 ) - 119 (8,831 )
Minority interest in loss of real estate
partnerships 241 - - 241
Other expense - (81,035 ) - (81,035 )
Income (loss) before income taxes (2,323 ) 65,881 - 63,558
Income tax expense (benefit) (606 ) 25,192 - 24,586
Net income (loss) $ (1,717 ) $ 40,689 $ - $ 38,972
Total assets at end of period $ 74,169 $ 4,465,516 $ - $ 4,539,685
Goodwill $ - $ 19,956 $ - $ 19,956
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Comparison of Years Ended March 31, 2009 and 2008
General. Net income decreased $259.4 million to a loss of $228.3 million in
fiscal 2009 from net income of $31.1 million in fiscal 2008. The primary
component of this decrease in earnings for fiscal 2009, as compared to fiscal
2008, was a $183.2 million increase in the provision for loan losses. The
decrease in net income was also attributable to an increase in non-interest
expense of $116.2 million, primarily due to a $72.2 million write down of
goodwill due to impairment. In addition, non-interest income decreased
$5.3 million and net interest income decreased $4.2 million. These decreases
were partially offset by a decrease in income tax expense of $49.7 million. An
allowance of $46.3 million was placed on the deferred tax asset during the year
ended March 31, 2009. A valuation allowance was recognized because it is
more-likely-than-not that a portion of the deferred tax asset will not be
realized. The remaining deferred tax asset is realizable due to the ability to
carry back losses to prior years, future reversals of existing temporary
differences, and the expectation of future taxable income. The returns on
average assets and average stockholders' equity for fiscal 2009 were (4.60)% and
(76.22)%, respectively, as compared to 0.63% and 9.17%, respectively, for fiscal
2008.
Net Interest Income. Net interest income decreased by $4.2 million during fiscal 2009 due to the decreased cost of interest bearing liabilities which was offset by the decline in yield on interest earning assets. Factors that contributed to the decline in net interest income were the fact that approximately $5.6 million of interest income on nonaccrual loans was reversed when the loans were placed on nonaccrual status. The average balances of interest-earning assets decreased to $4.62 billion and the average balance of interest-bearing liabilities increased to $4.61 billion in fiscal 2009, from $4.75 billion and $4.60 billion, respectively, in fiscal 2008. The ratio of average
interest-earning assets to average interest-bearing liabilities decreased to 1.00 in fiscal 2009 from 1.03 in fiscal 2008. The average yield on interest-earning assets (5.63% in fiscal 2009 versus 6.25% in fiscal 2008) decreased, as did the average cost on interest-bearing liabilities (2.94% in fiscal 2009 versus 3.65% in fiscal 2008). The net interest margin decreased to 2.70% in fiscal 2009 from 2.72% in fiscal 2008 and the interest rate spread increased to 2.69% from 2.60% in fiscal 2009 and 2008, respectively. The increase in interest rate spread was reflective of a decrease in the cost of funds, which was slightly offset by a smaller decrease in the yields on loans as interest rates decreased. These factors are reflected in the analysis of changes in net interest income arising from changes in the volume of interest-earning assets, interest-bearing liabilities and the rates earned and paid on such assets and liabilities as set forth under "Rate/Volume Analysis" below. The analysis indicates that the decrease of $4.2 million in net interest income stemmed from net rate/volume decreases in interest- earning assets of $36.4 million offset by the net rate/volume decreases of interest- bearing liabilities of $32.2 million.
Provision for Loan Losses. The provision for loan losses increased $183.2 million from $22.6 million in fiscal 2008 to $205.7 million in fiscal 2009 based on management's ongoing evaluation of asset quality. This charge reflected an increase in provision to $205.7 million during the year allocated between specific reserves on impaired credits and an increase to the general reserve. The increase in provision and specific and general reserves was in response to the following trends identified in the portfolio: (i) an increase in net charge-offs of $99.3 million in fiscal 2009, primarily due to increased mortgage loan charge-offs. and (ii) increases in non-performing loans, in commercial real estate, construction and land and consumer loans, from $101.2 million at March 31, 2008 to $146.2 million at March 31, 2009. These increases resulted in the Corporation's allowance for loan losses increasing $98.9 million from $38.3 million at March 31, 2008 to $137.2 million at March 31, 2009. The allowance for loan losses represented 3.34% of total loans at March 31, 2009, as compared to 0.87% of total loans at March 31, 2008. For further discussion of the allowance for loan losses, see "Financial Condition - Allowance for Loan and Foreclosure Losses."
Future provisions for loan losses will continue to be based upon management's assessment of the overall loan portfolio and the underlying collateral, trends in non-performing loans, current economic conditions and other relevant factors in order to maintain the allowance for loan losses at adequate levels to provide for probable and estimable future losses. The establishment of the amount of the loan loss allowance inherently involves judgments by management as to the . . .
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