INDIANA 35-1286807
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
500 WASHINGTON STREET COLUMBUS, INDIANA 47201
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(812) 376-1909
(CORPORATION'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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TITLE OF CLASS: COMMON STOCK*
TITLE OF CLASS: 9.25% CUMULATIVE TRUST PREFERRED SECURITIES ISSUED BY IFC
CAPITAL TRUST I AND THE GUARANTEE WITH RESPECT THERETO.
TITLE OF CLASS: 10.50% CUMULATIVE TRUST PREFERRED SECURITIES ISSUED BY IFC
CAPITAL TRUST II AND THE GUARANTEE WITH RESPECT THERETO.
TITLE OF CLASS: 8.75% CUMULATIVE TRUST PREFERRED SECURITIES ISSUED BY IFC
CAPITAL TRUST III AND THE GUARANTEE WITH RESPECT THERETO.
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Corporation's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the Corporation was $243,512,425 as of March 9, 2001. As of March 9, 2001, there were outstanding 21,160,823 common shares of the Corporation.
* Includes associated rights.
SELECTED PORTIONS OF THE FOLLOWING DOCUMENTS PART OF FORM 10-K INTO WHICH INCORPORATED
-------------------------------------------- -----------------------------------------
DEFINITIVE PROXY STATEMENT FOR ANNUAL MEETING PART III
OF SHAREHOLDERS TO BE HELD APRIL 26, 2001
EXHIBIT INDEX ON PAGES 75 THROUGH 76
TOTAL PAGES IN THIS FILING: 163
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Part I
Item 1 -- Business.................................................... 2
Item 2 -- Properties.................................................. 7
Item 3 -- Legal Proceedings........................................... 8
Item 4 -- Submission of Matters to a Vote of Security Holders......... 9
Part II
Item 5 -- Market for Corporation's Common Equity and Related Security
Holder Matters............................................ 9
Item 6 -- Selected Financial Data..................................... 11
Item 7 -- Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 12
Item 8 -- Financial Statements and Supplementary Data................. 45
Item 9 -- Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................. 73
Part III
Item -- Directors and Executive Officers of the Corporation......... 74
10
Item -- Executive Compensation...................................... 74
11
Item -- Security Ownership of Certain Beneficial Owners and
12 Management................................................ 74
Item -- Certain Relationships and Related Transactions.............. 74
13
Part IV
Item -- Exhibits, Financial Statement Schedules and Reports on Form
14 8-K....................................................... 75
Signatures................................................................. 77
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ITEM 1. BUSINESS
GENERAL
Irwin Financial Corporation (the "Corporation") is a diversified financial services company organized as an Indiana bank holding company in May, 1972. The Corporation's principal subsidiaries are Irwin Mortgage Corporation ("Irwin Mortgage"), a mortgage banking company; Irwin Union Bank and Trust Company ("Irwin Union Bank"), a commercial bank; Irwin Union Bank, F.S.B., ("Irwin F.S.B."), a federal savings bank; Irwin Home Equity Corporation ("Home Equity"), a consumer lending company; Irwin Business Finance ("Business Finance"), an equipment leasing company; Irwin Ventures LLC ("Irwin Ventures"), a venture capital company; and Irwin Union Credit Insurance Corporation, a credit insurance company. The Corporation is also the sole equity shareholder of IFC Capital Trust I, IFC Capital Trust II and IFC Capital Trust III, special purpose trusts.
BUSINESS OF SUBSIDIARIES
Irwin Mortgage, acquired in 1981, originates, purchases and services conventional or government agency backed (i.e., FHA and VA) residential mortgage loans. Most mortgages are either insured by an agency of the federal government, or in the case of a conventional mortgage, meet requirements for resale to the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation. This market is composed of borrowers who do not qualify under the underwriting guidelines established by the government-sponsored secondary market agencies for conforming first mortgages.
Irwin Mortgage sells mortgage loans to institutional and private investors but may retain servicing rights to mortgage loans that it originates or purchases from correspondents. Irwin Mortgage collects and accounts for the monthly payments on each loan serviced and pays the real estate taxes and insurance necessary to protect the integrity of the mortgage lien, for which it receives a servicing fee. Irwin Mortgage operates 89 production and satellite offices in 28 states. During 2000, Irwin Mortgage established offices in Glendale and Phoenix, Arizona; Arroyo Grande, Bakersfield North, Carson, Citrus Heights, Huntington Park, Stockton, and Walnut South, California; Apopka, Florida; Chicago, Illinois; Roscommon, Michigan; Medford Township, New Jersey; Columbus (2) and Reynoldsburg, Ohio; Clackamas, Oregon; Houston, Texas (2 Popular Cash Express locations); Mechanicsburg, Pennsylvania; and Morgantown, West Virginia. During 2000, Irwin Mortgage closed offices in Phoenix Central and Tucson, Arizona; Irvine, California; Woodland Park, Colorado; Kailua and Maui, Hawaii; Lafayette, Indiana; Ashland, Kentucky; Columbia, Maryland; Park Hills, Sunset Hills and Union, Missouri; Las Vegas, Nevada (Wholesale); Brick, New Jersey; Cary, Charlotte and Greensboro, North Carolina; Weatherford, Oklahoma; Lancaster, Pennsylvania; Austin and San Antonio, Texas; and Chesapeake, Fredericksburg, Richmond, Springfield and Virginia Beach, Virginia.
Irwin Union Bank, organized in 1871, is a full service commercial bank offering a wide variety of services to individual, business, institutional, and governmental customers. Irwin Union Bank's services include personal and commercial checking accounts, savings and time deposit accounts, personal and business loans, credit card services, money transfer, financial counseling, property and casualty insurance agency services, trust services, securities brokerage, and safe deposit facilities. Irwin Union Bank holds the largest market share of the eleven financial institutions operating in Bartholomew County, Indiana, with eight locations throughout the county. Irwin Union Bank also has branch facilities in Greensburg (Decatur County), Carmel (Hamilton County), Avon (Hendricks County), Seymour (Jackson County-2), Franklin and Greenwood (Johnson County-2), Indianapolis (Marion County), Bloomington (Monroe County-3) and Shelbyville (Shelby County), Indiana. Irwin Union Bank also has four branches outside Indiana: three branches in Michigan-located in Kalamazoo, Grandville (Grand Rapids), and Traverse City; and one branch in Carson City, Nevada. The Traverse City branch was established in May 2000. In December, 2000, Irwin Union Bank converted its loan production offices in Louisville, Kentucky; Brentwood (St. Louis), Missouri; Phoenix, Arizona; Las Vegas, Nevada; and Salt Lake City, Utah to offices of Irwin F.S.B. In March, 2001, Irwin Union Bank opened a loan production office in Lansing, Michigan.
Home Equity was formed in 1994 and is located in San Ramon, California and Carson City, Nevada. In conjunction with its affiliate, Irwin Union Bank, Home Equity originates, securitizes and services home equity loans and lines of credit. The products are marketed through retail, wholesale and Internet channels nationally. Home Equity regularly develops and tests new product offerings, which if successful, are introduced on a systematic basis. To provide for efficient use of capital, the loans are periodically packaged and sold to bond investors, with a small interest being retained. In each of the past two years, the business sold portions of its retained residual interests. Current product offerings, in addition to traditional home equity products, include streamlined lower balance, high loan-to-value home equity loans, as well as first mortgage refinance programs. Home Equity's core competencies are credit risk management and analysis, risk assessment, profit-based planning and specialized home loan servicing, with particular expertise in product development, test management and database analysis.
Business Finance, headquartered in Bellevue, Washington, and Onset Capital Corporation, its Canadian affiliate, originate and service small to medium-sized equipment leases and loans. Business Finance was organized in the second quarter of 1999 and commenced operations in January, 2000. In conjunction with its affiliate, Irwin Union Bank, Business Finance originates transactions from an established North American network of brokers and vendors through an e-commerce system that provides automated credit scoring, documentation, and portfolio management services.
Irwin Ventures, located in Columbus, Indiana, is a venture capital subsidiary formed in the third quarter of 1999 for the purpose of making investments in early stage companies in the financial services industry and related fields. In August, 1999, Irwin Ventures established a subsidiary, Irwin Ventures SBIC, which obtained a Small Business Investment Company license in April, 2000. In December, 2000, Irwin Ventures and Irwin Ventures SBIC became Delaware limited liability companies.
Irwin Union Credit Insurance Corporation has its home office in Columbus, Indiana and provides credit life insurance to consumer loan customers of Irwin Union Bank.
To create greater efficiencies within the home equity and equipment leasing lines of business, the Corporation is pursuing a plan to position Irwin Home Equity and Irwin Business Finance as subsidiaries of Irwin Union Bank in 2001.
IFC Capital Trust I ("Capital Trust I") is a statutory business trust created under the laws of Delaware. The Corporation owns all of the Common Securities of Capital Trust I. Capital Trust I exists for the purpose of issuing the Preferred Securities and investing the proceeds thereof in an equivalent amount of 9.25% Subordinated Debentures of the Corporation. The Subordinated Debentures will mature on March 31, 2027, which date may be (i) shortened to a date not earlier than March 31, 2002, or (ii) extended to a date not later than March 31, 2046, in each case if certain conditions are met (including, in the case of shortening the Stated Maturity, the Corporation having received prior approval of the Board of Governors of the Federal Reserve System ("Federal Reserve") to do so if then required under applicable capital guidelines or policies of the Federal Reserve). The Preferred Securities will have a preference under certain circumstances with respect to cash distributions and amounts payable on liquidation, redemption or otherwise over the Common Securities. Holders of Preferred Securities are entitled to receive preferential cumulative cash distributions, at the annual rate of 9.25% of the liquidation amount of $25 per Preferred Security accruing from the date of original issuance and payable quarterly in arrears on the last day of March, June, September and December of each year, commencing March 31, 1997.
IFC Capital Trust II ("Capital Trust II") is a statutory business trust created under the laws of Delaware. The Corporation owns all of the Common Securities of Capital Trust II. Capital Trust II exists for the purpose of issuing Preferred Securities and investing the proceeds thereof in an equivalent amount of 10.50% Subordinated Debentures of the Corporation. The Subordinated Debentures will mature on September 30, 2030, which date may be shortened to a date not earlier than September 30, 2005, if certain conditions are met (including, in the case of shortening the Stated Maturity, the Corporation having received prior approval of the Board of Governors of the Federal Reserve System ("Federal Reserve") to do so if then required under applicable capital guidelines or policies of the Federal Reserve). The Preferred Securities will have a preference under certain circumstances with respect to cash distributions and amounts payable on liquidation, redemption or otherwise over the Common Securities. Holders of Preferred Securities are entitled to receive preferential cumulative cash distributions, at the annual rate of 10.50% of the liquidation amount of $25 per Preferred Security accruing from the date of original issuance and payable quarterly in arrears on the last day of March, June, September and December of each year, commencing December 29, 2000.
IFC Capital Trust III ("Capital Trust III") is a statutory business trust created under the laws of Delaware. The Corporation owns all of the Common Securities of Capital Trust III. Capital Trust III exists for the purpose of issuing Preferred Securities and investing the proceeds thereof in an equivalent amount of 8.75% Subordinated Debentures of the Corporation. The Subordinated Debentures will mature on September 30, 2030, which date may be shortened to a date not earlier than September 30, 2003, if certain conditions are met (including, in the case of shortening the Stated Maturity, the Corporation having received prior approval of the Board of Governors of the Federal Reserve System ("Federal Reserve") to do so if then required under applicable capital guidelines or policies of the Federal Reserve and certain price parameters for the Common Security having been met). The Preferred Securities will have a preference under certain circumstances with respect to cash distributions and amounts payable on liquidation, redemption or otherwise over the Common Securities. Holders of Preferred Securities are entitled to receive preferential cumulative cash distributions, at the annual rate of 8.75% of the liquidation amount of $25 per Preferred Security accruing from the date of original issuance and payable quarterly in arrears on the last day of March, June, September and December of each year, commencing December 29, 2000. Holders of Capital Trust III Preferred Securities are entitled to convert Preferred Securities into Common Securities at any time at an exchange ratio of 0.7930 Preferred Securities for each 1.0 Common Security.
The Corporation continues to hold certain small-ticket equipment leases in its subsidiary, Irwin Leasing Corporation (the former Affiliated Capital Corp.). The leases were not part of the 1998 sale of substantially all of the assets of Affiliated Capital to DVI Financial Services, Inc. Irwin Leasing and its parent, Irwin Equipment Finance Corporation, are inactive except for the leases.
No single part of the business of the Corporation is dependent upon a single customer or upon a very few customers and the loss of any one customer would not have a materially adverse effect upon the business of the Corporation.
COMPETITION
Irwin Mortgage originates and services residential first and second mortgage loans from 89 production and satellite offices in Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii, Illinois, Indiana, Louisiana, Michigan, Minnesota, Missouri, Nevada, New Jersey, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Tennessee, Texas, Utah, Virginia, Washington, West Virginia and Wisconsin. In each of these locations, competition for mortgage loans comes from other national, regional, local, and web-enabled mortgage banking companies, as well as commercial banks, savings banks, and savings and loan associations. Irwin Mortgage purchases mortgage loans from correspondents in these and other states as well.
In the commercial banking business, Irwin Union Bank competes with commercial banks, savings banks, savings and loan associations and credit unions for deposits and loans in Bartholomew, Decatur, Hamilton, Hendricks, Jackson, Johnson, Marion, Monroe and Shelby County, Indiana. Irwin Union Bank also competes for the provision of banking services with banks located in counties surrounding its branch offices, primarily in south central Indiana, and with a number of nonbank companies located throughout the United States, including insurance companies, retailers, brokerage firms, companies offering money market accounts, and national credit card companies. As of December 31, 2000, Irwin Union Bank ranked first in Bartholomew County among commercial banking and savings bank institutions on the basis of Bartholomew County deposits. In addition to the above mentioned counties, Irwin Union Bank derives its business from several other counties in south central Indiana. Irwin Union Bank's branch offices in Grandville, Kalamazoo and Traverse City, Michigan, and Carson City, Nevada experience competition from existing institutions in those areas.
As a new entity, Irwin F.S.B. faces competition from established local and regional banks and savings and loan institutions. The offices of Irwin F.S.B. have been strategically located in markets in Kentucky, Arizona, Missouri, Nevada and Utah, where considerable financial merger and acquisition activity has occurred and where the savings bank has succeeded in attracting experienced personnel. Irwin F.S.B. frequently generates business through the individual reputations of its personnel and draws from the surrounding counties of its branch locations.
Home Equity's primary competitors for home equity loans and lines of credit include banks, credit unions, and other home equity lenders with operations that are either national, regional, local or web-enabled in scope. Such competitors may be headquartered anywhere in the country.
The primary competitors of Business Finance include other funding sources that are independent or affiliated with banks or large equipment leasing companies that operate on a North American or regional basis.
The primary competitors of Irwin Ventures are other venture capital firms and individuals who invest in start-up companies. Such companies and individuals may be located anywhere in the country.
SUPERVISION AND REGULATION
The Corporation is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended, and is registered with, regulated and examined by the Board of Governors of the Federal Reserve System (the "Board of Governors").
Subject to certain exceptions, a bank holding company is prohibited from acquiring direct or indirect ownership or control of more than five percent of the voting shares of any company that is not a bank and from engaging directly or indirectly in activities unrelated to banking or managing or controlling banks. One exception to this prohibition permits activities by a bank holding company or its subsidiary that the Board of Governors determines to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. The Board of Governors has adopted regulations prescribing those activities it presently regards as permissible, which include the activities engaged in by the Corporation and its subsidiaries.
The Bank Holding Company Act, the Federal Reserve Act, and the Federal Deposit Insurance Act also subject bank holding companies and their subsidiaries to certain restrictions on extensions of credit by subsidiary banks to the bank holding company or any of its subsidiaries, or investments in the securities thereof, and on the taking of such securities as collateral for loans to any borrower. Further, the Bank Holding Company Act and the regulations of the Board of Governors thereunder, prohibit a bank holding company and its subsidiaries from engaging in certain tie-in arrangements in connection with any extension of credit, sale or lease of any property or furnishing of services.
In addition to the regulation of the Corporation, Irwin Union Bank is subject to extensive regulation and periodic examination, principally by the Indiana Department of Financial Institutions and the Federal Reserve Bank of Chicago. Irwin F.S.B. is regulated and periodically examined by the Office of Thrift Supervision. The Corporation's depository institutions are also subject to federal "cross-guarantee" provisions that allow the Federal Deposit Insurance Corporation ("FDIC") to assess a commonly-controlled depository institution for losses suffered by the FDIC if another commonly controlled depository institution fails or requires FDIC assistance. The federal banking agencies possess broad powers to take corrective action as deemed appropriate for an insured depository institution and its holding company.
Irwin Mortgage is subject to audit and examination oversight by the U.S. Department of Housing and Urban Development, as well as the Government National Mortgage Association, the Federal National Mortgage Association, and the Federal Home Loan Mortgage Corporation. The insurance subsidiary of the Corporation and the insurance subsidiary of Irwin Union Bank are dependent upon state licenses and upon franchise agreements with private corporations for their continued existence. The reinsurance subsidiary of Irwin Union Bank is subject to examination by the state of Vermont. The home equity and equipment leasing lines of business of the Corporation are also dependent upon state licenses for their ability to engage in origination and servicing activities in certain states. Onset Capital Corporation, the Canadian equipment leasing subsidiary, must obtain local licenses and register with each province in which it does business in Canada. The securities brokerage activities of Irwin Union Bank's registered broker/dealer are regulated and examined by the Securities and Exchange Commission, the Indiana Securities Division, the securities divisions of the various states in which Irwin Union Securities, Inc. operates, and the National Association of Securities Dealers. The activities of Irwin Union Bank's investment advisory subsidiary are regulated and examined by the Indiana Securities Division and the securities divisions of the states in which Irwin Union Advisory Services, Inc. operates. Irwin Ventures SBIC LLC, the small business investment subsidiary of Irwin Ventures, is regulated by the Small Business Administration.
EMPLOYEES AND LABOR RELATIONS
As of December 31, 2000, the Corporation and its subsidiaries had a total of 2,412 employees, including full-time and part-time employees. The Corporation continues a commitment of equal employment opportunity for all job applicants and staff members, and management regards its relations with its employees as satisfactory.
EXECUTIVE OFFICERS OF THE CORPORATION
The Executive Officers of the Corporation are elected annually by the Board of Directors and serve for a term of one year or until their successors are elected and qualified. There are no arrangements or understandings between any Executive Officer and any other person pursuant to which the Officer was or is to be selected as an Officer.
Claude E. Davis (40) is President of Irwin Union Bank since January, 1996. He has been an officer since 1988.
Elena Delgado (45) is President of Irwin Home Equity Corporation since September, 1994.
Gregory F. Ehlinger (38) is Senior Vice President and Chief Financial Officer of the Corporation. He has been an officer since August of 1992.
Jose M. Gonzalez (42) is Vice President and Director of Internal Audit of the Corporation since October of 1995.
Robert H. Griffith (43) became President of Irwin Mortgage on January 2, 2001. He has been an officer of Irwin Mortgage since 1993.
Theresa L. Hall (48) is Vice President - Human Resources of the Corporation since 1988. She has been an officer since 1980.
Bradley J. Kime (40) is President of Irwin F.S.B. since December, 2000, and is also Chief Operating Officer and Executive Vice President of Irwin Union Bank. He has been an officer of Irwin Union Bank since 1987, and was an officer of the Corporation in 1986.
Jody A. Littrell (33) is Vice President and Controller of the Corporation since March, 2000. He was employed with Arthur Andersen LLP from September, 1990 to March, 2000.
David S. Meyercord (34) is Senior Vice President of Irwin Ventures LLC and Irwin Ventures SBIC LLC since 1999. He has been an officer of the Corporation since 1997.
William I. Miller (44) is Chairman of the Board since 1990, and has been a Director of the Corporation since 1985.
John A. Nash (63) is Chairman of the Executive Committee since 1990, and President since 1985, of the Corporation. He has been an officer and Director of the Corporation since 1972.
Matthew F. Souza (44) is Senior Vice President, Ethics and Secretary of the Corporation. He has been an officer since 1985.
Michael E. Taft (60) is President of Irwin Business Finance Corporation since April, 1999. From August, 1998 to April, 1999, he was Executive Vice President of General Electric Capital Business Asset Funding Corp., a subsidiary of General Electric Capital Corporation. From September, 1984 to August, 1998, he was Executive Vice President of MetLife Capital Corp., a subsidiary of Metropolitan Life Insurance Company. (General Electric Capital Corporation acquired MetLife Capital in August, 1998.)
Thomas D. Washburn (54) is Executive Vice President of the Corporation. He has been an officer since 1976.
Brett R. Vanderkolk (35) is Vice President - Treasurer of the Corporation since September, 2000. From August, 1996, to August, 2000, he served as Manager, Capital Markets for Arvin Industries, Inc., and from 1988 to 1996 he was Second Vice President at The Northern Trust Company.
ITEM 2. PROPERTIES
The location and general character of the materially important physical properties of the Corporation and its subsidiaries are as follows: The main office of Irwin Mortgage, where administrative and servicing activities are centered, is located at 9265 Counselor's Row, Indianapolis, Indiana, and a servicing facility is located at 11800 Exit Five Parkway, Indianapolis, Indiana. Irwin Mortgage also has loan production and satellite offices located in Glendale, Mesa, Phoenix, and Scottsdale, Arizona; Arroyo Grande, Bakersfield, Bakersfield North, Carson, Citrus Heights, Concord, Covina, Huntington Park, Richmond, Sacramento, Salinas, San Diego, Stockton, Temecula, Ventura, Visalia, Walnut Creek, Walnut South, Yreka and Yuba City, California; Castle Rock, Colorado Springs, Denver, and Englewood, Colorado; Rocky Hill, Connecticut; Newark, Delaware; Apopka, Boca Raton, Clearwater and Orlando, Florida; Atlanta, Georgia; Honolulu, Hawaii; Chicago, Decatur, Oak Forest and Springfield, Illinois; Indianapolis (5), Carmel, Fishers, Ft. Wayne, Greenwood, Kokomo, Schererville, and South Bend, Indiana; Baton Rouge, Louisiana; Kalamazoo, Lansing and Roscommon, Michigan; Arden Hills, Burnsville and Minneapolis, Minnesota; Desloge and St. Louis, Missouri; Reno, Nevada; Medford Township, New Jersey; Greensboro, Raleigh and Wilmington, North Carolina; Columbus (2), Dayton and Reynoldsburg, Ohio; Tulsa, Oklahoma; Beaverton, Clackamas, and Portland, Oregon; Mechanicsburg, Pennsylvania; Brentwood, Tennessee; Corpus Christi, El Paso, Houston (4) and Irving, Texas; Salt Lake City, Utah; Glen Allen and Newport News, Virginia; Battle Ground, Everett and Mount Lake Terrace, Washington; and Madison, Wisconsin. All offices occupied by Irwin Mortgage are leased.
The main office of Irwin Union Bank is located in four connected buildings at 500 and 520 Washington Street, Columbus, Indiana. These buildings are owned in fee by Irwin Union Realty Corporation, a wholly-owned subsidiary of Irwin Union Bank, and are leased by Irwin Union Bank. The following Irwin Union Bank branch properties are owned in fee by either Irwin Union Bank or Irwin Union Realty: State Street and Eastbrook in Columbus, Indiana; Hope, Taylorsville, and Franklin, Indiana (the Franklin building and a portion of the land are owned; the remaining land is leased). The other branch offices are leased: Avon, Bloomington (3), Carmel, Columbus (3), Greensburg, Greenwood, Indianapolis, Seymour (2) and Shelbyville, Indiana; Grandville (Grand Rapids), Kalamazoo, and Traverse City, Michigan; and Carson City, Nevada. The loan production office in Lansing, Michigan is leased. None of the properties owned by Irwin Union Bank or Irwin Union Realty are subject to any major encumbrances.
The main office of Irwin Home Equity is located at 12677 Alcosta Boulevard, Suite 500, San Ramon, California. Home Equity occupies three other offices in San Ramon, California and an office at 1717 East College Parkway, Suite 101, Carson City, Nevada. All offices occupied by Home Equity are leased.
The main office of Irwin Business Finance is located at 330 120th Avenue NE, Suite 110, Bellevue, Washington. The office location is leased. The main office of Onset Capital Corporation is located at 1100 Melville Street, Suite 300, Vancouver, British Columbia, Canada. Branches are located in Canada in Calgary and Edmonton, Alberta; East St. Paul (Winnipeg), Manitoba; Toronto (2), Ontario; and St. Laurent (Montreal) and Quebec City, Quebec. All of the Onset locations are leased.
The main offices of the Corporation, Irwin Ventures LLC, Irwin Ventures SBIC LLC, and Irwin Union Credit Insurance Corporation are located at 500 Washington Street, Columbus, Indiana, in space leased from Irwin Union Bank.
ITEM 3. LEGAL PROCEEDINGS
As a part of the ordinary course of business, the Corporation and its subsidiary companies are parties to litigation involving claims to the ownership of funds in particular accounts, the collection of delinquent accounts, challenges to security interests in collateral, and foreclosure interests, that is incidental to their regular business activities. In addition to such claims, the Corporation is involved in the following actions:
Culpepper, et. al v. Inland Mortgage Corporation continues on appeal before the United States Court of Appeals for the 11th Circuit. This lawsuit was filed against Irwin Mortgage Corporation ("IMC") (formerly Inland Mortgage Corporation) in April, 1996, in the United States District Court, Northern District of Alabama. The suit alleges that IMC violated the Real Estate Settlement Procedures Act (RESPA) in connection with certain payments IMC made to mortgage brokers, and the plaintiffs sought to have the claims certified as a class action. In June, 1999, the trial court certified a limited class of borrowers, and in December, 1999, IMC appealed the trial court's grant of class certification. On January 23, 2001, the court of appeals heard oral argument by Irwin Mortgage. It is uncertain when a ruling will be issued. If the class certification is upheld, the case would proceed to an adjudication on the merits of the alleged RESPA violations. Because the case is in the early stages of litigation, the Corporation is unable at this time to form a reasonable estimate of the amount of potential loss, if any, that the Corporation could suffer. The Corporation intends to continue to vigorously defend this lawsuit.
In January, 2001, Irwin Leasing Corporation (formerly Affiliated Capital Corp.), Irwin Equipment Finance Corporation and Irwin Financial Corporation (collectively, "the Irwin Companies") were served as defendants in United States ex rel. Paranich v. Sorgnard et. al, an action filed in the U.S. District Court for the Middle District of Pennsylvania. The suit alleges that a manufacturer/importer of certain medical devices (Matrix Biokinetics, Inc., and others) made misrepresentations to health care professionals and to government officials to improperly obtain Medicare reimbursement for treatments using the devices, and that the Irwin Companies, through Affiliated Capital's financing activities, aided in making the alleged misrepresentations. The Irwin Companies filed a motion to dismiss on February 12, 2001. Because the case is in the early stages of litigation, the Corporation is unable at this time to form a reasonable estimate of the amount of potential loss, if any, that the Corporation could suffer. The Corporation intends to vigorously defend this lawsuit.
Except as described above, there is no material pending litigation in which the Corporation or any of its subsidiaries is involved or of which any of their property is the subject. Furthermore, there is no pending legal proceeding that is adverse to the Corporation in which any director, officer or affiliate of the Corporation, or any associate of any such director or officer, is a party, or has a material interest.
During the fourth quarter of 2000, no matters were submitted to a vote of security holders of the Corporation, through the solicitation of proxies or otherwise.
ITEM 5. MARKET FOR CORPORATION'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The common stock of Irwin Financial Corporation is quoted on the National Association of Securities Dealers Automated Quotation System/National Market System (NASDAQ/NMS-trading symbol IRWN). The following table sets forth certain information regarding trading in, and cash dividends paid with respect to, the shares of the Corporation's common stock in each quarter of the three most recent calendar years. The approximate number of shareholders of record on March 9, 2001, was 1,668.
STOCK PRICES AND DIVIDENDS:
TOTAL
QUARTER CASH DIVIDENDS
HIGH* LOW* END* DIVIDENDS* FOR YEAR*
----- ---- ------- ---------- ---------
1998
First Quarter................................. 28 1/4 19 1/2 28 1/8 $0.04
Second Quarter................................ 30 25 1/8 29 1/16 $0.04
Third Quarter................................. 37 20 1/2 24 5/8 $0.04
Fourth Quarter................................ 31 20 1/8 27 3/16 $0.04 $0.16
1999
First Quarter................................. 28 7/8 20 20 1/16 $0.05
Second Quarter................................ 25 1/2 17 1/2 19 1/2 $0.05
Third Quarter................................. 24 15/16 19 5/16 20 1/16 $0.05
Fourth Quarter................................ 22 7/8 17 17 13/16 $0.05 $0.20
2000
First Quarter................................. 18 5/16 13 9/16 15 $0.06
Second Quarter................................ 18 1/2 14 3/8 14 7/16 $0.06
Third Quarter................................. 17 13 7/16 16 3/8 $0.06
Fourth Quarter................................ 22 13 1/4 21 3/16 $0.06 $0.24
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* Adjusted for the May 27, 1998 two-for-one stock split
The Corporation expects to continue its policy of paying regular cash dividends, although there is no assurance as to future dividends because they are dependent on future earnings, capital requirements, and financial condition. On March 1, 2001, the Corporation's Board of Directors approved an increase in the first quarter dividend to $.065 per share, payable in March, 2001. Dividends paid by Irwin Union Bank and Irwin F.S.B. to the Corporation are restricted by banking law.
SALES OF UNREGISTERED SECURITIES:
In 2000, the Corporation awarded a total of 21,136 shares of common stock in restricted stock grants to four newly hired executives at the Corporation's subsidiary, Irwin Union Bank and Trust Company:
NUMBER
DATE ISSUED OF SHARES
----------- ---------
July 1, 2000............................................... 13,822
October 1, 2000............................................ 7,314
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In 2000, the Corporation issued 8,678 shares of common stock pursuant to elections made by nine outside directors of the Corporation to receive board compensation under the 1999 Outside Director Restricted Stock Compensation Plan in lieu of cash fees:
NUMBER
DATE ISSUED OF SHARES
----------- ---------
January 3, 2000............................................ 4,147
February 24, 2000.......................................... 2,133
April 1, 2000.............................................. 965
July 1, 2000............................................... 794
October 1, 2000............................................ 639
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All of these shares were issued in reliance on the private placement exemption from registration provided in Section 4(2) of the Securities Act.
2000 1999 1998 1997 1996
---------- ----------- ----------- ----------- -----------
(IN THOUSANDS EXCEPT PER SHARE INFO)
FOR THE YEAR:
Net Revenues............................ $ 297,304 $ 266,748 $ 272,063 $ 200,996 $ 181,117
Other Operating Expense................. 237,962 214,111 221,206 158,818 143,829
Net Income.............................. 35,666 33,156 30,503 24,444 22,428
Return on Average Equity................ 20.83% 21.51% 22.84% 19.80% 20.58%
Return on Average Assets................ 1.76 2.01 1.85 1.94 1.95
Dividend Payout Ratio................... 14.13 12.93 11.39 12.74 12.15
PER SHARE:*
Net Income -- Basic..................... $ 1.70 $ 1.54 $ 1.40 $ 1.10 $ 0.99
Net Income -- Diluted................... 1.67 1.51 1.38 1.08 0.98
Cash Dividends.......................... 0.24 0.20 0.16 0.14 0.12
Book Value.............................. 8.97 7.55 6.70 5.82 5.23
Market Value at December 31,............ 21.19 17.81 27.20 20.94 12.38
AT YEAR END:
Assets.................................. $2,422,429 $ 1,680,847 $ 1,946,179 $ 1,496,794 $ 1,300,122
Deposits................................ 1,443,330 870,318 1,009,211 719,596 640,153
Mortgage Loans Held for Sale............ 579,788 508,997 936,788 528,739 446,898
Loans and Leases, Net................... 1,221,793 724,869 547,103 602,281 526,175
Long-Term Debt.......................... 29,608 29,784 2,839 7,096 17,659
Company-Obligated Manditorily Redeemable
Preferred Securities of Subsidiary
Trusts............................... 147,167 48,071 47,999 47,927 --
Shareholders' Equity.................... 189,925 159,296 145,233 127,983 118,903
Owned First Mortgage Servicing
Portfolio............................ 9,196,513 10,488,112 11,242,470 10,713,549 10,810,988
Managed Home Equity Portfolio........... 1,822,856 842,403 581,241 358,166 230,450
Equity to Assets Ratio.................. 7.84% 9.48% 7.46% 8.55% 9.15%
Risk-based Capital Ratio................ 13.60 13.50 12.25 14.85 12.88
Leverage Ratio (Tier one)............... 12.44 12.77 10.51 12.06 9.84
AVERAGES:
Assets.................................. $2,022,980 $ 1,651,010 $ 1,650,384 $ 1,262,714 $ 1,151,535
Equity.................................. 171,196 154,143 133,563 123,483 108,970
Shares Outstanding* -- Basic............ 20,973 21,530 21,732 22,326 22,716
Shares Outstanding* -- Diluted.......... 21,593 21,886 22,139 22,722 23,030
RATIO OF EARNINGS TO FIXED CHARGES:
Including Deposit Interest.............. 1.63x 1.88x 1.79x 1.86x 1.90x
Excluding Deposit Interest.............. 2.46 2.54 2.25 2.45 2.56
|
* Adjusted for stock splits
Management's discussion and analysis should be read in conjunction with the accompanying consolidated financial statements, footnotes, and tables. This discussion and other sections of this report contain forward-looking statements that are based on management's expectations, estimates, projections and assumptions. Words such as "expects," "anticipates," "intends," "are likely," "estimates," "outlook," "assumption," and similar expressions are intended to identify forward-looking statements, which include but are not limited to projections of business strategies and future activities. These statements are not guarantees of future performance and involve uncertainties that are difficult to predict. Actual future results may differ materially from what is projected due to a variety of factors, including, but not limited to, unexpected changes in interest rates or in the economies served by the Corporation, competition from other financial service providers, unanticipated difficulties in expanding the Corporation's businesses, such as higher than expected entry costs in new markets, availability of appropriate investment opportunities, fluctuations in the valuation of the Corporation's portfolios, legislative or regulatory changes, or governmental changes in monetary or fiscal policy.
CONSOLIDATED OVERVIEW
Irwin Financial Corporation's net income increased in 2000 to $35.7 million or $1.67 per share. The Corporation's mortgage banking line of business was negatively impacted in 2000 by an interest rate environment which saw rising rates throughout the majority of the year followed by a sharp decline in rates late in the fourth quarter. The Corporation's home equity lending business experienced a significant improvement in earnings as it continued to grow its managed portfolio and expand in its niche of prime credit quality, high loan-to-value second mortgage loans. Results at the Corporation's commercial bank were driven by strong commercial loan portfolio growth in 2000 reflecting the company's continued geographic expansion into new markets in Midwestern and Western states. The Corporation's new leasing line of business incurred losses throughout 2000 which were in line with management's expectations given the start-up status of the company. Lastly, the Corporation's venture capital line of business contributed favorably to the consolidated results as a result of net valuation increases in its portfolio investments.
Results in 1999 and 1998 include one-time after-tax gains of $1.1 million and $3.1 million from a change in statutory tax rates and the sale of the majority of assets of the medical equipment leasing business, respectively.
2000 % CHANGE 1999 % CHANGE 1998
----- -------- ----- -------- -----
Net Income ($ Millions)....................... $35.7 7.5% $33.2 8.7% $30.5
Basic Earnings per Share...................... 1.70 10.4 1.54 10.0 1.40
Diluted Earnings per Share.................... 1.67 10.6 1.51 9.4 1.38
Return on Average Equity...................... 20.83% -- 21.51% -- 22.84%
Return on Average Assets...................... 1.76% -- 2.01% -- 1.85%
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EARNINGS BY LINE OF BUSINESS
Irwin Financial Corporation is composed of five principal lines of business:
- Mortgage banking
- Home equity lending
- Commercial banking
- Equipment leasing
- Venture capital
EARNINGS:
2000 1999 1998
------- ------- -------
(IN THOUSANDS)
Mortgage Banking............................................ $13,006 $23,063 $28,853
Home Equity Lending......................................... 18,494 12,608 (6,668)
Commercial Banking.......................................... 7,090 7,345 6,509
Equipment Leasing........................................... (2,563) (843) --
Venture Capital............................................. 2,724 656 --
Other (including consolidating entries)..................... (3,085) (9,673) 1,809
------- ------- -------
$35,666 $33,156 $30,503
======= ======= =======
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SUMMARY OF QUARTERLY FINANCIAL INFORMATION:
2000
----------------------------------------
FOURTH THIRD SECOND FIRST
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
(IN THOUSANDS)
SUMMARY INCOME INFORMATION
Interest income................................... $57,446 $48,034 $43,015 $36,035
Interest expense.................................. 27,755 26,760 22,354 16,665
Provision for loan and lease losses............... 1,793 1,356 1,119 1,135
Non-interest income............................... 51,174 58,075 52,589 49,873
Non-interest expense.............................. 63,242 62,748 58,036 53,936
Income taxes...................................... 6,279 6,117 5,591 5,689
------- ------- ------- -------
Net income........................................ $ 9,551 $ 9,128 $ 8,504 $ 8,483
======= ======= ======= =======
Earnings per share of common stock:
Basic -- Note 1................................ $ 0.46 $ 0.43 $ 0.41 $ 0.40
Diluted -- Note 1.............................. $ 0.44 $ 0.43 $ 0.40 $ 0.40
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1999
----------------------------------------
FOURTH THIRD SECOND FIRST
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
(IN THOUSANDS)
SUMMARY INCOME INFORMATION
Interest income................................... $32,900 $31,644 $30,323 $31,746
Interest expense.................................. 16,510 14,277 13,715 14,989
Provision for loan and lease losses............... 548 364 2,330 1,201
Non-interest income............................... 47,281 48,627 53,518 54,643
Non-interest expense.............................. 52,991 51,186 54,823 55,111
Income taxes...................................... 2,272 5,733 5,360 6,116
------- ------- ------- -------
Net income........................................ $ 7,860 $ 8,711 $ 7,613 $ 8,972
======= ======= ======= =======
Earnings per share of common stock:
Basic -- Note 1................................ $ 0.37 $ 0.41 $ 0.35 $ 0.41
Diluted -- Note 1.............................. $ 0.36 $ 0.40 $ 0.35 $ 0.41
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1998
----------------------------------------
FOURTH THIRD SECOND FIRST
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
SUMMARY INCOME INFORMATION
Interest income................................... $30,183 $33,649 $31,946 $27,409
Interest expense.................................. 14,268 19,430 16,609 13,679
Provision for loan and lease losses............... 1,350 1,951 1,056 1,638
Non-interest income............................... 60,472 59,258 50,089 49,038
Non-interest expense.............................. 64,575 54,749 52,697 49,185
Income taxes...................................... 4,162 6,684 4,627 4,881
------- ------- ------- -------
Net income........................................ $ 6,300 $10,093 $ 7,046 $ 7,064
======= ======= ======= =======
Earnings per share of common stock:
Basic -- Note 1................................ $ 0.29 $ 0.47 $ 0.32 $ 0.32
Diluted -- Note 1.............................. $ 0.29 $ 0.46 $ 0.32 $ 0.31
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Earning per share reflect 2-for-1 stock split on May 27, 1998.
Included in the fourth quarter 2000 results are $2.5 million of pretax net adjustments for accrued interest on loans sold, revisions to modeling assumptions for the Company's securitization activities, revisions to compensation estimates and revisions to other various accruals to appropriately reflect reserve levels at year end.
Mortgage Banking
BUSINESS PROFILE: MORTGAGE BANKING
2000 1999 1998 1997 1996
---------- ----------- ----------- ----------- -----------
(IN THOUSANDS)
SELECTED INCOME STATEMENT DATA:
Net interest income............ $ 15,401 $ 21,745 $ 26,244 $ 17,577 $ 17,178
Provision for loan losses...... 357 (1,998) (1,721) (1,383) (455)
Loan origination fees.......... 34,688 46,311 59,328 41,045 43,463
Gain on sale of loans.......... 45,601 72,395 97,724 53,332 41,333
Loan servicing fees............ 50,309 54,247 52,217 50,194 45,573
Amortization and impairment of
servicing assets, net of
hedging..................... (37,490) (24,566) (29,805) (15,843) (13,897)
Gain on sale of servicing...... 27,528 9,005 829 1,512 1,224
Other income................... 4,538 3,628 2,422 1,223 891
---------- ----------- ----------- ----------- -----------
Total net revenue........... 140,932 180,767 207,238 147,657 135,310
Operating expense................ 119,387 144,915 159,192 111,367 101,215
---------- ----------- ----------- ----------- -----------
Income before tax................ 21,545 35,852 48,046 36,290 34,095
Tax.............................. 8,539 12,789 19,193 14,990 13,673
---------- ----------- ----------- ----------- -----------
Net income....................... $ 13,006 $ 23,063 $ 28,853 $ 21,300 $ 20,422
========== =========== =========== =========== ===========
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2000 1999 1998 1997 1996
---------- ----------- ----------- ----------- -----------
(IN THOUSANDS)
SELECTED BALANCE SHEET DATA AT
END OF PERIOD:
Mortgage loans held for sale... $ 249,580 $ 277,614 $ 697,542 $ 528,739 $ 446,897
Mortgage servicing assets...... 121,555 132,648 113,131 81,610 71,715
Total assets................... 523,920 549,966 1,020,249 792,007 629,528
Short-term debt................ 215,826 217,691 430,859 429,451 339,688
Long-term debt................. 3,951 223 2,839 54 4,914
Shareholders' equity........... $ 47,828 $ 98,556 $ 104,696 $ 81,058 $ 66,182
SELECTED OPERATING DATA:
Mortgage loan originations..... $4,091,573 $ 5,876,750 $ 8,944,615 $ 5,397,338 $ 5,085,625
Servicing portfolio:
Balance at December 31...... 9,196,513 10,448,112 11,242,470 10,713,549 10,810,988
Weighted average coupon
rate...................... 7.76% 7.51% 7.56% 7.85% 7.83%
Servicing fee.................. 0.43 0.44 0.43 0.40 0.38
Servicing sold as a % of
production.................. 99.4 79.9 54.6 71.8 60.9
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OVERVIEW & STRATEGY:
Irwin Mortgage Corporation, in combination with Irwin Union Bank (together, the mortgage banking line of business), originates, purchases, sells, and services conventional and government agency backed (i.e., FHA and VA) residential mortgage loans throughout the U.S. The company utilizes a niche strategy, focusing on first-time homeowners. The majority of its mortgage originations are either government-insured through the Veterans' Administration (VA) or Federal Housing Administration (FHA) or conventional loans which conform to the underwriting guidelines of the two principal government-sponsored agencies which support the secondary mortgage markets, the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC).
Mortgage loans are purchased from correspondents or originated through branches (retail), third party sources (wholesale), and to a limited degree, the Internet. Potential borrowers are identified principally through relationships maintained with housing intermediaries, including realtors, home builders, and brokers.
The mortgage banking line of business sells mortgage loans to institutional and private investors but may retain servicing rights to the loans that it originates or purchases from correspondents. This balance between mortgage loan originations and mortgage loan servicing provides an economic hedge against interest rate changes and the impact of rate changes on each part of the business. In rising interest rate environments, originations typically decline, while the value of the business' mortgage servicing portfolio generally increases as prepayment expectations decline. In declining interest rate environments, servicing values typically decrease as prepayment expectations increase, while the value of the business' mortgage production franchise generally increases. Servicing rights are periodically sold for a variety of reasons, including income recognition, cash flow, and servicing portfolio management.
Loans are funded on a short-term basis through credit facilities provided by commercial banks, including Irwin Union Bank. Repurchase agreements with investment banks are also used. Individual loans are pooled, securitized, and sold into the secondary mortgage market.
Net income from mortgage banking was $13.0 million in 2000, a decrease of 43.7% from 1999 results of $23.1 million and a decrease of 55.0% from 1998 results of $28.9 million. Return on average equity was 20.2% in 2000 compared to 22.6% in 1999 and 31.5% in 1998. Both the 2000 and 1999 declines were the result of a rising interest rate environment which slowed production activity throughout the mortgage banking industry.
2000 1999 1998
---------- ---------- ----------
(IN THOUSANDS)
Total originations:.................................... $4,091,573 $5,876,750 $8,944,615
Percent retail loans................................... 35.7% 37.4% 35.9%
Percent wholesale loans................................ 55.7 57.1 59.7
Percent brokered....................................... 8.6 5.5 4.4
Percent refinances..................................... 16.4 28.6 49.5
|
As a result of rising interest rates throughout the majority of 2000, the mortgage banking line of business experienced a decline in 2000 loan originations as compared to 1999 and 1998 when a record number of originations were made in a low interest rate environment. Loan originations in 2000 of $4.1 billion were down 30.4% from 1999 and down 41.5% from 1998. Income from mortgage loan originations totaled $34.7 million which was 25.1% lower than 1999 and 21.9% less than 1998. Refinances accounted for 16.4% of 2000 originations as compared to 28.6% in 1999 and 49.5% in 1998. Because certain fees are not collected for loan refinancings, loan origination fees did not decrease at the same rate as loan production in 2000 and 1999.
Gains from the sale of mortgage loans totaled $45.6 million in 2000, compared to $72.4 million in 1999 and $97.7 million in 1998. Lower loan production levels accounted for the 2000 decline.
MORTGAGE SERVICING:
SERVICING PORTFOLIO:
2000 1999 1998
-------- -------- --------
(PORTFOLIO IN BILLIONS)
Beginning Portfolio........................................ $ 10.5 $ 11.2 $ 10.7
Add:
Mortgage Loan Closings................................... 4.1 5.9 8.9
Deduct:
Sale of Servicing Rights................................. (4.1) (4.7) (4.9)
Run-off*................................................. (1.3) (1.9) (3.5)
-------- -------- --------
Ending Portfolio........................................... $ 9.2 $ 10.5 $ 11.2
======== ======== ========
Number of Loans............................................ 103,069 133,990 135,833
Average Loan Size.......................................... $ 89,200 $ 84,500 $ 82,900
Percent GNMA............................................... 75% 70% 65%
Percent FHLMC.............................................. 6 4 5
Percent FNMA............................................... 11 8 13
Delinquency ratio.......................................... 9.3 6.8 5.0
Capitalized servicing as a percentage of servicing
portfolio................................................ 1.3 1.3 1.0
|
* Run-off is the reduction in principal balance of the servicing portfolio due
to regular principal payments made by mortgagees and early repayment of an
entire loan.
The mortgage servicing portfolio was $9.2 billion at December 31, 2000, down 12.4% from the same date in 1999 and 17.9% from 1998. The mortgage bank has followed a strategy to manage the interest rate risk associated with the servicing portfolio by selling servicing rights on those loans that are most likely to refinance should the interest rates decline. During 2000, the line of business sold servicing rights to help manage its investment in the portfolio and to monetize existing gains in its servicing portfolio. The business recognized revenues of $27.5 million in 2000 from these sales, up 205.7% from 1999 and up 3220.6% compared to 1998. The rising delinquency rate of the portfolio, reflective of deterioration in the national economy, is consistent with that of other lenders which are heavily weighted toward GNMA servicing. While the business does not retain credit risk on the majority of the loans it services, rising delinquencies do modestly increase its servicing costs and increases the probability it will have repurchase obligations resulting from errors made at the time of original loan production and sale to the secondary market.
The following table sets forth certain information regarding the interest rates of loans in the servicing portfolio at December 31:
SERVICING PORTFOLIO BY INTEREST RATE:
2000 1999 1998
---- ---- ----
Less than 7%................................................ 9.6% 14.9% 15.1%
7.00 - 7.99%................................................ 47.3 53.3 52.7
8.00 - 8.99%................................................ 35.7 29.9 27.6
9% or greater............................................... 7.4 1.9 4.6
---- ---- ----
Total............................................. 100% 100% 100%
==== ==== ====
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Mortgage servicing assets are recorded at the lower of their cost or market value, and a valuation allowance is recorded for any impairment. At December 31, 2000, the market value of these assets was estimated to be $165.1 million or $43.6 million greater than the carrying value on the balance sheet.
LOAN ADMINISTRATION INCOME:
2000 1999 1998
------- ------- -------
(IN THOUSANDS)
Servicing fees.............................................. $50,309 $54,247 $52,217
Amortization and impairment of servicing assets............. 37,514 13,758 34,123
------- ------- -------
Net loan administration income.............................. $12,795 $40,489 $18,094
======= ======= =======
|
Servicing fee income is recognized by collecting fees which normally range between 25 and 44 basis points annually on the principal amount of the underlying mortgages. Servicing fee income decreased 7.3% from 1999 and 3.7% from 1998, reflecting the decrease in the average size of the servicing portfolio throughout the last two years.
The value of mortgage servicing assets must be amortized over their estimated life and adjusted for impairment which could result from interest rate changes. The amortization and impairment of servicing assets increased 172.7% from 1999 and 9.9% from 1998. The increase is the result of the actual and anticipated reductions in mortgage interest rates near the end of 2000. Declining rates result in increased prepayments in underlying loans and increased impairment levels in mortgage servicing assets. The 1999 improvement in mortgage servicing asset amortization and impairment was substantially offset by corresponding losses on hedging activities. In 1999, the mortgage bank used options on treasury futures to offset the interest rate risk associated with its mortgage servicing assets. By December 31, 1999, options on the mortgage bank's balance sheet had expired. In 1999, the mortgage bank recorded a $10.8 million market loss on options held during the year. This compares with a market gain of $4.3 million recorded in 1998. There were nominal hedging gains recorded in 2000. At year end 2000, the mortgage bank had Treasury future contracts on a notional value of $200 million. The current activities of the mortgage bank do not satisfy the criteria for "hedge accounting." As a result, options were accounted for as trading assets, and changes in fair value were adjusted through earnings as trading gains or losses.
The mortgage banking business maintains the flexibility to either sell servicing for current cash flow or retain servicing for future cash flow. The decision to sell or retain servicing is based on current market conditions balanced with the interest rate risk tolerance of the business.
Servicing totaling $4.1 billion was sold in 2000. This figure includes $2.5 billion in bulk sales generating a $27.5 million pre-tax gain on those sales. This compares to servicing sales of $4.7 billion in 1999, which included $1.2 billion in bulk sales that produced a $9.0 million pre-tax gain. Servicing sales in 2000 represented 99.4% of 2000 originations versus 1999 sales which were 79.9% of that year's originations and 1998 sales which were 54.6% of originations. The increases in both 1999 and 2000 relate to increased bulk sales during each of those respective years.
NET INTEREST INCOME:
Net interest income is generated from the interest earned on mortgage loans before they are sold to investors, less the interest expense incurred on borrowings to fund the loans. Net interest income totaled $15.4 million in 2000, compared to $21.7 million in 1999 and $26.2 million in 1998. The 2000 decline resulted from the decreased loan production during the year which was driven by rising interest rates throughout the majority of the year.
OPERATING EXPENSES:
2000 1999 1998
-------- -------- --------
($ IN THOUSANDS)
Salaries and employee benefits............................. $ 72,818 $ 88,473 $101,477
Other expenses............................................. 46,569 56,442 57,715
-------- -------- --------
Total operating expenses......................... $119,387 $144,915 $159,192
======== ======== ========
Number of employees at December 31......................... 1,226 1,492 1,752
|
Total operating expenses decreased 17.6% from 1999 and 25.0% from 1998. Salaries and employee benefits were down 17.7% from 1999 and 28.2% from 1998. The decrease reflects the decreased production activities throughout 1999 and 2000.
2001 OUTLOOK:
The mortgage bank anticipates an increase in loan production throughout the mortgage industry in 2001. Interest rates declined near the end of 2000 and are expected to decline further during 2001, reflecting slowing of the national economy. Declining rates have historically caused refinance activity to increase.
The mortgage bank's strategy for competing in this changing environment is comprised of three components. The first is to grow its loan production activities through the expansion of existing channels. These include expansion to new geographic markets, demographic groups that support our first time home buyer strategy, and channels (such as credit unions) that are thought to be underserved by the mortgage industry and that value the mortgage bank's service-oriented approach to lending. The second component is to improve profit margins as a result of an important process improvement initiative undertaken throughout 1999 and 2000 for loan production activities. This initiative uses process re-design to increase efficiency by allowing the mortgage bank to process, underwrite, and close loans in a highly automated environment. The company believes it can significantly reduce the fixed costs associated with processing mortgage loans through its efforts in this initiative. The final component is to continue a strategy that attempts to minimize the interest rate risk associated with managing its servicing portfolio.
BUSINESS PROFILE: HOME EQUITY LENDING
2000 1999 1998 1997 1996
---------- -------- -------- -------- --------
(IN THOUSANDS)
SELECTED INCOME STATEMENT DATA:
Net interest income................ $ 35,593 $ 18,852 $ 5,495 $ 7,129 $ 7,755
Provision for loan losses.......... (461) -- (513) (1,404) (983)
Gain on sale of loans.............. 30,340 17,742 18,610 15,908 7,798
Loan origination fees.............. 17,581 6,256 -- -- --
Loan servicing fees................ 7,559 4,907 3,323 2,145 710
Amortization and impairment of
servicing assets................. (1,583) (1,445) (842) (334) --
Trading gains (losses)............. 14,399 2,512 (2,952) (1,961) --
Other income....................... 19 1,742 820 294 140
---------- -------- -------- -------- --------
Total net revenues....... 103,447 50,566 23,941 21,777 15,420
Operating expenses................. 72,623 35,557 30,609 20,067 16,236
Income before taxes................ 30,824 15,009 (6,668) 1,710 (816)
Income taxes..................... 12,330 2,403 -- -- --
---------- -------- -------- -------- --------
Net income......................... $ 18,494 $ 12,606 $ (6,668) $ 1,710 $ (816)
========== ======== ======== ======== ========
SELECTED BALANCE SHEET DATA AT END
OF PERIOD:
Home equity loans, net of loan
loss reserve.................. $ 4,010 $ 1,904 $ 7,832 $111,216 $117,588
Home equity loans held for
sale.......................... 330,208 231,382 242,702 -- --
Interest-only strips............. 152,614 57,833 32,321 22,134 12,661
Total assets..................... 550,526 339,640 311,974 165,242 145,113
Short-term debt.................. 163,595 260,184 226,998 146,219 129,627
Shareholders' equity............. 99,586 58,733 40,272 10,936 13,221
SELECTED OPERATING DATA:
Loan volume:
Lines of credit.................. $ 629,906 $ 93,185 $ 98,855 $115,274 $ 80,724
Loans............................ 596,049 346,322 290,818 99,244 88,396
Total managed portfolio balance at
December 31,..................... 1,822,856 842,403 581,241 358,166 230,450
Weighted average coupon rate:
Lines of credit.................. 14.04% 12.72% 11.89% 12.96% 12.80%
Loans............................ 13.09% 12.33% 11.86% 13.97% 14.08%
|
OVERVIEW & STRATEGY:
Irwin Home Equity operates from offices located in San Ramon, California and Carson City, Nevada, and was incorporated in late 1994. The company, in combination with Irwin Union Bank (together, the home equity line of business), originates and services home equity loans and lines of credit nationwide through direct mail and telemarketing, broker and correspondent channels, acquisition channels, and Internet-based solicitations. In addition, in 1999 and continuing into 2000, the home equity line of business acquired, through carefully selected bulk purchases, loans originated by third parties which have elected for various reasons to withdraw from the home equity business. Through the use of extensive data mining and credit analysis, the company principally targets homeowners who are creditworthy, active users of debt and prices the loans for risks and profitability. The loan and line of credit products allows customers to refinance their debts into lower cost, lower payment, home equity loans.
The business has the option to either hold its loans in portfolio or sell them through securitization transactions and continue to service them. If the loans are held in portfolio, many non-production costs incurred during the period to produce the loans are expensed immediately, whereas the revenue from the loans accrues over the lives of the loans. Alternatively, if the loans are securitized and sold on the secondary market to investors, a portion of the present value of the future net revenues from the loans will be recognized in the current period, helping to offset the expenses incurred in producing the loans. Regardless of whether the loans are funded on balance sheet or through securitizations, the business retains some credit and interest rate risk on the loans.
2000 REVIEW:
The home equity lending business recorded net income of $30.8 million pre-tax ($18.5 million after-tax) in 2000, compared with a pre-tax profit of $15.0 million ($12.6 million after-tax) in 1999 and a pre-tax loss of $6.7 million in 1998. Results in 1999 are net of $2.4 million of income taxes. It was not until late in 1999 that the net operating losses carried forward by the business were fully used and the business began recording income tax expense. Until that point, income taxes for this business were recorded at the parent company.
The improvement in 2000 earnings was the result of the growth of the business' managed loan portfolio, improved credit and prepayment performance of the loans relative to the assumptions used to value the interest-only strips, and improved competitive conditions.
LOAN ORIGINATIONS AND SECURITIZATIONS:
During 2000, the home equity lending business originated and acquired $1.2 billion of home equity loans, up 178.9% from 1999 volume of $439.5 million and 214.6% from 1998 volume of $389.7 million. Included in the 2000 total is a fourth quarter acquisition of the residual interest, servicing rights and related whole loans of an approximately $400 million pool of previously securitized home equity lines of credit. The collateral supporting the pool is comprised of seasoned lines of credit predominantly up to 100% combined loan-to-value and similar in credit quality and yield to lines of credit originated by the business. The home equity lending business had $334.7 million of loans and loans held for sale at December 31, 2000. This compares to $233.3 million at the end of 1999 and $250.5 million at the end of 1998.
The business securitized $774.6 million of loans in 2000 which generated a pre-tax gain of $30.3 million. This compares to a $17.7 million gain recognized in 1999 on the sale of $430.7 million of loans, and an $18.6 million gain recognized in 1998 on the sale of $294.3 million of loans.
SERVICING PORTFOLIO:
2000 1999 1998
---------- -------- --------
(IN THOUSANDS)
Balance at December 31.................................... $1,822,856 $842,403 $581,243
Delinquency ratio......................................... 4.27% 2.7% 1.3%
|
The home equity lending business continues to service loans it has securitized. The servicing portfolio, which includes loans held on the balance sheet as well as securitized loans, increased 116.4% from 1999 and 213.6% from 1998. The business earns a servicing fee equal to approximately one percent of the outstanding principal balance of the securitized loans. Servicing fee income increased to $7.6 million in 2000 from $4.9 million in 1999 and $3.3 million in 1998.
The home equity lending business recognizes on its balance sheet a servicing asset equal to the discounted cash flows of estimated future servicing income and cost. At December 31, 2000, net servicing assets totaled $7.7 million, compared with $4.5 million at the end of 1999 and $3.1 million at the end of 1998. Servicing asset amortization and impairment expense totaled $1.6 million in 2000, up from $1.4 million in 1999 and $0.8 million in 1998.
The securitization of loans into the secondary market results in the creation of a residual asset which we refer to as an interest-only strip. This recorded interest-only strip is equal to the discounted future cash flows of the interest paid by borrowers less servicing fees, expected losses, third party fees and interest paid to investors. Interest-only strips are carried on the balance sheet as a trading asset and recorded at their market values determined using assumptions about the duration and performance of the securitized loans. Interest-only strips had a balance of $152.6 million at December 31, 2000, compared with $57.8 million at the same date in 1999 and $32.3 million in 1998. Included in the market valuation assumptions are estimates of the lives of the loans, expected losses, and appropriate discount rates. Management continually evaluates these assumptions to determine the proper carrying values of these items on the balance sheet. Credit aspects have been favorable with respect to the portfolio. Adjustments to carrying values are recorded as trading gains or losses. During 2000, the home equity lending business recorded a trading gain of $14.4 million. This compares with a trading gain of $2.5 million recorded in 1999 and a trading loss of $3.0 million recorded in 1998. The 2000 improvement was the result of an increase in securitization volume, a higher interest rate environment and reduced competition. The 1999 improvement over 1998 relates to efforts made to shift a substantial portion of the home equity loan portfolio into product with less prepayment sensitivity.
At the end of 2000 the home equity line of business owned interest-only strips in 12 securitizations. In addition, the company has sold partial interests in three of its interest-only strips to an independent third party, with retained risk equal to that sold to the third party at prices equal to or greater than the carrying value at the time of sale. Assumptions used in the calculation of carrying value for these interest-only strips at December 31, 2000, were as follows:
UNPAID
PRINCIPAL PREPAY CARRYING REM AVG ANNUAL
SALE PRODUCT BALANCE PENALTY SPEED LIFE LOSSES
---- ------- -------------- ------- -------- ------- ------
(IN THOUSANDS) (CPR) (YRS)
Originated interest-only strips:
1995-2 Home equity lines of credit.......... $ 6,264 no 30% 0.59 2.85%
1996-1 Home equity lines of credit.......... 11,803 no 34 1.58 0.65
Home equity loans.................... 6,147 no 32 0.89 0.65
1997-1 Home equity lines of credit.......... 10,078 no 29 2.84 0.65
Home equity loans.................... 7,439 no 30 1.98 0.65
1997-2 Home equity lines of credit.......... 17,972 no 30 2.70 0.65
Home equity loans.................... 15,115 no 26 2.23 0.65
1998-1 First mortgage loans................. 312 no 0 3.19 0.50
First mortgage loans................. 6,556 yes 3 3.19 0.50
Home equity loans.................... 12,001 no 24 3.19 0.50
Home equity loans.................... 18,034 yes 25 3.19 0.50
125 LTV home equity loans............ 42 yes 25 3.19 0.50
125 LTV home equity loans............ 26,024 no 34 3.19 0.50
125 LTV home equity lines of
credit............................. 38,602 yes 31 3.19 0.50
125 LTV home equity lines of
credit............................. 2,000 no 28 3.19 2.00
Low balance home equity loans........ 1,569 yes 35 3.19 2.00
Low balance home equity lines of
credit............................. 248 no 31 3.19 0.50
1999-1 First mortgage loans................. 41,001 yes 4 6.30 0.25
First mortgage loans................. 10,052 no 10 6.30 0.25
Home equity loans.................... 37,170 yes 26 6.30 0.50
Home equity loans.................... 12,598 no 33 6.30 0.50
1999-2 First mortgage loans................. 2,035 no 0 3.40 0.25
First mortgage loans................. 10,114 yes 12 3.40 0.25
Home equity loans.................... 6,271 no 28 3.40 0.50
Home equity loans.................... 24,327 yes 24 3.40 0.50
125 LTV home equity loans............ 26,745 no 21 3.40 2.00
125 LTV home equity loans............ 65,983 yes 15 3.40 2.00
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UNPAID
PRINCIPAL PREPAY CARRYING REM AVG ANNUAL
SALE PRODUCT BALANCE PENALTY SPEED LIFE LOSSES
---- ------- -------------- ------- -------- ------- ------
(IN THOUSANDS) (CPR) (YRS)
1999-3 First mortgage loans................. 5,700 no 14 3.91 0.25
First mortgage loans 17,825 yes 4 3.91 0.25
Home equity loans.................... 14,570 no 32 3.91 0.50
Home equity loans.................... 75,286 yes 19 3.91 0.50
125 LTV home equity loans............ 14,360 no 20 3.91 2.00
125 LTV home equity loans............ 47,388 yes 12 3.91 2.00
125 LTV home equity lines of
credit............................. 10,315 no 20 3.91 2.00
125 LTV home equity lines of
credit............................. 22,492 yes 15 3.91 2.00
Low balance home equity loans........ 331 no 31 3.91 4.00
Low balance home equity lines of
credit............................. 9,202 no 26 3.91 4.00
2000 A-1 125 LTV home equity loans............ 111,158 mixed 17 3.56 2.00
2000 LB-1 125 LTV home equity lines of
credit............................. 27,130 yes 14 2.92 2.00
125 LTV home equity lines of
credit............................. 1,731 no 23 2.92 2.00
Low balance home equity lines of
credit............................. 61,692 no 27 2.92 4.00
2000-1 Home equity loans -- group 1......... 99,263 mixed 20 3.60 0.64
Home equity loans -- group 2......... 20,063 mixed 20 3.60 0.66
125 LTV home equity loans -- group
2.................................. 114,934 mixed 15 3.60 2.58
125 LTV home equity loans -- group
3.................................. 49,002 mixed 15 3.60 2.66
Home equity lines of credit.......... 62,797 mixed 22 3.60 0.55
PURCHASED INTEREST-ONLY STRIPS:
1999 PNB-1 Home equity lines of credit........ 363,871 no 35 2.31 2-3.5
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Static pool credit losses are calculated by summing the actual and projected future credit losses and dividing them by the original balance of each pool of assets. The amount shown here for each year is calculated based on all securitizations occurring in that year.
ACTUAL AND PROJECTED CREDIT LOSSES (%) AS OF:
HOME EQUITY LOANS AND LINES OF CREDIT SECURITIZED IN
--------------------------------------------------------------
1995 1996 1997 1998 1999 2000
------- -------- -------- -------- -------- --------
December 31, 2000
Actual to date................... 2.24% 0.95% 0.97% 0.65% 1.02% 0.40%
Projected........................ 0.18 0.11 0.35 0.87 2.74 6.22
Total............................ 2.42 1.06 1.32 1.52 3.76 6.62
Original balance securitized
($ in thousands): $51,584 $139,996 $229,994 $160,470 $433,606 $781,914
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NET INTEREST INCOME:
Net interest income was $35.1 million in 2000, compared to $18.9 million in 1999 and $5.5 million in 1998. The business earns interest income on its loans held on balance sheet and the accretion of the discount applied to its interest-only strips, net of amortization expense. This amounted to $15.9 million in 2000, compared to $6.5 million in 1999 and $0.4 million in 1998.
OPERATING EXPENSES:
2000 1999 1998
------- ------- -------
(IN THOUSANDS)
Salaries and employee benefits.............................. $39,180 $21,383 $15,480
Marketing and development................................... 7,630 3,410 5,314
Other....................................................... 25,813 10,764 9,815
------- ------- -------
Total operating expenses.......................... $72,623 $35,557 $30,609
======= ======= =======
Number of employees at December 31.......................... 614 372 266
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Operating expenses increased 104.2% from 1999 and 137.3% from 1998, reflecting the growth in the managed portfolio and growth in production.
The competitive environment for high loan-to-value home equity lending became more favorable during 1999 and remained so in 2000 with the exit of many home equity lenders who did not survive the competitive pressures and significant refinance activity of 1998. Management anticipates that the competitive environment will remain favorable, and consumer demand for home equity products is expected to remain high in 2001; and management believes these factors, coupled with recent expansion of its broker, correspondent and acquisition channels will assist the home equity business to increase its originations. The timing of loan acquisitions is more difficult to predict; however, the company intends to opportunistically continue its growth in this channel as appropriate.
As noted above, the home equity business retains credit risk on loans it originates whether funded on- or off-balance sheet. Delinquency rates and losses on its managed portfolio result from a variety of factors, including loan seasoning, portfolio mix, and general economic conditions. The 30-day and greater delinquency ratio totaled 4.27% as of December 31, 2000, compared with 2.70% a year earlier. Given continual product testing and seasoning of the company's portfolio, as well as anticipated declines in general economic conditions, management anticipates that delinquencies and losses are likely to increase in 2001, but still remain within the loss reserves and valuation parameters used in valuing the loans and interest-only strips on the balance sheet.
Home equity products are highly regulated and recent regulatory initiatives have focused on the high loan-to-value home equity market and capital levels required to support investments in interest-only strips. Certain state and federal regulatory proposals could cause the business to limit certain of its product offerings and/or cause it to hold additional capital. Management believes the business' loan products and capital levels are appropriate, even under the proposals currently under review; however, future regulatory changes are difficult to predict.
Commercial Banking
BUSINESS PROFILE: COMMERCIAL BANK
2000 1999 1998 1997 1996
---------- -------- -------- -------- --------
(IN THOUSANDS)
SELECTED INCOME STATEMENT DATA:
Interest income.................. $ 82,680 $ 54,452 $ 46,056 $ 41,115 $ 35,645
Interest expense................. 44,268 23,525 20,957 19,120 15,908
Provision for loan and lease
losses........................ 2,933 1,813 1,820 2,201 2,284
---------- -------- -------- -------- --------
Net interest income after
provision for loan and lease
losses........................ 35,479 29,114 23,279 19,794 17,453
Non-interest income.............. 11,974 11,797 11,712 9,256 9,298
---------- -------- -------- -------- --------
Total net revenues....... 47,453 40,911 34,991 29,050 26,751
Operating expense................ 35,773 29,080 24,515 20,194 20,225
---------- -------- -------- -------- --------
Income before taxes.............. 11,680 11,831 10,476 8,856 6,526
Income taxes..................... 4,590 4,486 3,967 3,269 2,272
---------- -------- -------- -------- --------
Net income....................... $ 7,090 $ 7,345 $ 6,509 $ 5,587 $ 4,254
========== ======== ======== ======== ========
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2000 1999 1998 1997 1996
---------- -------- -------- -------- --------
(IN THOUSANDS)
SELECTED BALANCE SHEET DATA AT
END OF PERIOD:
Loans............................ $1,067,980 $720,493 $514,950 $410,272 $336,580
Allowance for loan losses........ 9,228 7,375 6,680 5,525 4,790
Total assets..................... 1,167,559 789,560 607,992 539,233 503,507
Deposits......................... 998,892 710,899 567,526 486,481 453,879
Shareholders' equity............. 68,539 63,678 46,990 38,390 33,967
DAILY AVERAGES:
Assets........................... $ 956,744 $682,632 $567,116 $515,666 $459,893
Deposits......................... 851,386 619,308 514,694 463,851 413,935
Loans............................ 879,875 600,877 462,319 370,313 329,658
Allowance for loan losses........ 8,133 7,317 6,308 5,332 4,367
Shareholders' equity............. 57,214 52,867 42,026 36,232 31,863
Shareholders' equity to assets... 5.98% 7.74% 7.41% 7.03% 6.93%
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OVERVIEW & STRATEGY:
Commercial banking is conducted by Irwin Union Bank and Trust Company and Irwin Union Bank, F.S.B. (together, "the commercial bank"). The federal savings bank, which began operations in December 2000, will enable the commercial bank to expand into markets beyond where Irwin Union Bank is currently permitted to branch. The commercial bank offers a wide variety of services to individuals, businesses, and institutional and governmental customers in selected markets. The commercial bank's primary focus is on credit and credit-related products for small businesses and business owners. In recent years, the commercial bank has implemented a growth plan that calls for expansion into new markets outside of its traditional markets in south-central Indiana using offices staffed by senior commercial loan officers who have experience with other commercial banks. The commercial bank's strategy in these and other possible new markets is to position itself with local management and staff who can provide highly personalized, flexible service to commercial customers who have been negatively affected by bank consolidation.
The conditions that led the commercial bank to execute its strategy have come about due to what management believes are poorly executed mergers and acquisitions of other banking institutions. This activity has caused disenchantment with the delivery of services to the small business community among both the owners of those small businesses and the senior banking officers who had been calling upon them. The commercial bank's expansion strategy has three criteria -- each of which need to be present prior to entering a new market: i) the market must be a metropolitan area with attractive business demographics displaying evidence of sustainable growth, ii) there must have been recent banking merger and acquisition activity in the market where the new participant is viewed as an outsider and/or not responsive to local small business needs, and iii) the commercial bank must be able to attract experienced, senior banking staff to manage the new market. Depending on a variety of factors including continued merger and acquisition activity, earnings, capital, and operational capacity, the commercial bank plans to continue its expansion efforts into new markets throughout the United States.
The commercial bank anticipates that the low-cost entry into these markets, coupled with relatively rapid asset growth resulting from conversion of customer relationships to Irwin Union by the seasoned lending officers who are native to the new markets, will enable it to break even and achieve target levels of return on capital in these markets in 18 months and 5 years, respectively, in an average market. Some markets will experience growth and profitability at greater or lesser rates than the average due to a variety of factors including execution of the strategy, accuracy in accessing market potential, and success in recruiting senior lenders and other staff to the commercial bank. Over time, the commercial bank may choose to exit certain markets should these factors limit profitability.
Commercial banking net income in 2000 totaled $7.1 million, down 3.5% from 1999 net income of $7.3 million and up 8.9% from 1998 net income of $6.5 million. The return on average equity was 12.31% in 2000 as compared to 13.89% in 1999 and 15.49% in 1998. Results in 2000 and 1999 reflect the continued growth and expansion efforts of the commercial bank into new markets.
NET INTEREST REVENUE:
2000 1999 1998
-------- -------- --------
(IN THOUSANDS)
Net interest revenue on a taxable equivalent basis*........ $ 38,620 $ 31,151 $ 25,367
Average interest earning assets............................ 908,739 645,809 534,439
Net interest margin........................................ 4.25% 4.82% 4.75%
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* Reflects what net interest revenue would be if all interest income were
subject to federal and state income taxes.
Net interest revenue on a taxable equivalent basis increased 24.0% from 1999 and 52.2% from 1998 to a total of $38.6 million. Net interest revenue is the product of net interest margin and average earning assets. The 2000 improvement in net interest revenue resulted from an increase in the commercial bank's loan portfolio as a result of its expansion efforts.
Net interest margin was down for the year, coming in at 4.25% for 2000 compared to 4.82% in 1999 and 4.75% in 1998. The reduction in net interest margin is due to a combination of two factors. First, the expansion activities at the commercial bank have resulted in an increased use of wholesale deposit sources required to fund the growth in the loan portfolio. Secondly, during 2000 the parent company began allocating interest-bearing capital to the commercial bank. Prior to this intercompany allocation, which has no consolidated impact, the net interest margin for the year declined 34 basis points compared to 1999 and is down 27 basis points compared to 1998.
NONINTEREST INCOME:
2000 1999 1998
------- ------- -------
(IN THOUSANDS)
Trust fees.................................................. $ 2,285 $ 2,257 $ 2,136
Service charges on deposit accounts......................... 2,156 2,021 2,076
Insurance commissions, fees and premiums.................... 1,877 1,635 1,265
Gain from sale of loans..................................... 259 901 1,346
Loan servicing fees......................................... 1,006 1,458 1,745
Brokerage fees.............................................. 1,991 1,546 1,050
Other....................................................... 2,400 1,979 2,094
------- ------- -------
Total noninterest income.......................... $11,974 $11,797 $11,712
======= ======= =======
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Reflective of the growth at the commercial bank from expansion into new markets, noninterest income was up 1.5% from 1999 and 2.2% from 1998.
2000 1999 1998
------- ------- -------
(IN THOUSANDS)
Salaries and employee benefits.............................. $21,507 $16,881 $14,142
Other expenses.............................................. 14,266 12,199 10,373
------- ------- -------
Total operating expenses.......................... $35,773 $29,080 $24,515
======= ======= =======
Number of employees at December 31,......................... 432 395 353
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Operating expenses increased 23.0% from 1999 and 45.9% from 1998. Costs associated with expanding new products and markets contributed to the increase.
BALANCE SHEET:
Total assets averaged $956.7 million in 2000, compared to $682.6 million in 1999 and $567.1 million in 1998. Average earning assets for the year were $908.7 million, up $262.9 million or 40.7% from 1999 and up $374.3 million or 70.0% from 1998. The most significant component of the 2000 increase was loans which were up $279.0 million on average in 2000 as a result of the commercial bank's expansion efforts into new markets. Average deposits were $851.4 million in 2000, 37.5% higher than 1999 and 65.4% higher than 1998.
Growth at the commercial bank has occurred both in established markets and in the newer markets opened in connection with recent expansion as indicated in the table below:
2000 1999 1998
---------------------- ---------------------- ----------------------
LOANS PERCENT LOANS PERCENT LOANS PERCENT
OUTSTANDING OF TOTAL OUTSTANDING OF TOTAL OUTSTANDING OF TOTAL
----------- -------- ----------- -------- ----------- --------
MARKETS OPENED PRIOR TO 1999:
Bartholomew County, Indiana........ $ 233,609 21.9% $214,525 29.8% $184,133 35.8%
Shelby County, Indiana............. 69,327 6.5 66,463 9.2 52,393 10.2
Seymour, Indiana................... 50,638 4.7 48,427 6.7 48,017 9.3
Greensburg, Indiana................ 42,340 4.0 31,872 4.4 26,984 5.2
Bloomington, Indiana............... 123,949 11.6 108,704 15.1 87,178 16.9
Hendricks County, Indiana.......... 40,258 3.8 26,865 3.7 5,971 1.2
Carmel, Indiana.................... 84,196 7.9 60,049 8.3 28,302 5.5
Johnson County, Indiana............ 56,080 5.3 91,995 12.8 81,972 15.9
---------- ---- -------- ---- -------- -----
700,397 65.6 648,900 90.1 514,950 100.0
MARKETS OPENED IN 1999 OR LATER:
Indianapolis, Indiana.............. 82,513 7.7 16,490 2.3 -- --
St. Louis, Missouri................ 27,855 2.6 13,903 1.9 -- --
Kalamazoo, Michigan................ 61,234 5.7 27,167 3.8 -- --
Grand Rapids, Michigan............. 104,897 9.8 14,033 1.9 -- --
Carson City, Nevada................ 14,002 1.3 -- -- -- --
Traverse City, Michigan............ 54,426 5.1 -- -- -- --
Louisville, Kentucky............... 3,306 0.3 -- -- -- --
Salt Lake City, Utah............... 18,221 1.7 -- -- -- --
Phoenix, Arizona................... 998 0.1 -- -- -- --
Las Vegas, Nevada.................. 131 -- -- -- -- --
---------- ---- -------- ---- -------- -----
367,583 34.4 71,593 9.9 -- --
---------- ---- -------- ---- -------- -----
Total...................... $1,067,980 100% $720,493 100% $514,950 100%
========== ==== ======== ==== ======== =====
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The commercial bank's risk-based assets ratio was 10.3% at December 31, 2000 compared to 10.0% at the end of 1999 and 10.1% at the end of 1998. Banks having a ratio of at least 10% are considered to be well capitalized by bank regulatory authorities.
In 1999, Irwin Financial Corporation commenced offerings under its Preferred Share Program targeted to investors in new commercial banking markets who can assist with deposit growth. There were 96,336 shares under this plan issued in the first quarter of 2000. More information on this subject is contained in the section on Capital.
CREDIT QUALITY:
2000 1999 1998
------ ------ ------
(IN THOUSANDS)
AT DECEMBER 31,
Nonperforming loans....................................... $2,469 $1,168 $1,858
Other real estate owned................................... 230 -- 48
------ ------ ------
Total nonperforming assets................................ $2,699 $1,168 $1,906
====== ====== ======
Nonperforming assets as a percentage of total assets...... 0.23% 0.15% 0.31%
====== ====== ======
Allowance for loan losses................................. $9,228 $7,375 $6,680
====== ====== ======
Allowance for loan losses as a percentage of loans........ 0.86% 1.02% 1.30%
====== ====== ======
FOR THE YEAR ENDED DECEMBER 31,
Provision for loan losses................................. $2,933 $1,813 $1,820
====== ====== ======
Net charge-offs........................................... $1,080 $ 963 $ 592
====== ====== ======
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2001 OUTLOOK:
The commercial bank expects consolidation to continue in the banking and financial services industry. The commercial bank plans to capitalize on the opportunities brought about by consolidation by continuing its growth strategy for small business lending in new markets throughout the United States. The focus will be to provide personalized lending services to small businesses in cities affected by consolidation, using experienced lenders with a strong presence in those cities.
As the national economy has slowed in recent months, the commercial bank has been more selective in its extension of credit. However, its expansion strategy through the establishment of new offices should allow for continued loan growth, notwithstanding the slowing of the national economy.
In addition to its lending expansion, the commercial bank looks to develop further its insurance and investment operations in order to provide a full range of financial services to its customers.
BUSINESS PROFILE: EQUIPMENT LEASING
2000 1999
-------- -----
(IN THOUSANDS)
SELECTED INCOME STATEMENT DATA:
Net interest income....................................... $ 3,196 $ (18)
Provision for loan and lease losses....................... (1,513) --
Non-interest income....................................... 799 --
-------- -----
Total net revenues................................ 2,482 (18)
Salaries, pension, and other employee expense
Other expense............................................. 5,045 825
-------- -----
Income before taxes....................................... $ (2,563) $(843)
======== =====
SELECTED BALANCE SHEET DATA AT END OF PERIOD:
Leases.................................................... $154,934 $ --
Allowance for lease losses................................ (2,441) --
Total assets.............................................. 159,773 543
Shareholders' equity...................................... 20,291 386
Net charge-offs........................................... 961 n/a
Net interest margin....................................... 4.50% n/a
Total fundings of loans and leases (includes Onset since
7/14/2000)............................................. 113,323 n/a
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OVERVIEW AND STRATEGY:
In mid-1999, the Corporation formed a new leasing subsidiary, Irwin Business Finance, which is located in Bellevue, Washington. On July 14, 2000, the line of business completed an acquisition of a 78% ownership position in Onset Capital Corporation, a Canadian small-ticket equipment leasing company headquartered in Vancouver. The remaining 22% was and remains in the ownership of principals of Onset. The Onset acquisition added approximately $60 million in leases to the line of business portfolio. Together, these companies, in conjunction with Irwin Union Bank, form the equipment leasing line of business.
The equipment leasing line of business sources equipment leasing transactions from an established network of brokers and vendors. The majority of the leases originated are full payout, small-ticket $(5,000-$300,000) assets. The business finances a variety of commercial and office equipment types and attempts to limit its industry or geographic concentrations in any one area. In addition to traditional direct solicitation of brokers and vendors, the business uses a web-based e-commerce system that provides for automated credit scoring, documentation and portfolio management services.
2000 REVIEW:
The equipment leasing line of business incurred a pre-tax loss of $2.6 million in 2000 versus pre-tax losses of $0.8 million a year earlier. These losses reflect expenses related to staffing, systems development and portfolio growth initiatives in excess of portfolio revenues. The domestic business, which began funding leases in January 2000, reached break even on a monthly basis by the end of the fourth quarter of 2000. Management anticipates that the company will fluctuate around break even in subsequent months, until such time as its portfolio is more mature. The line of business originated $113.3 million in leases in 2000 and had a portfolio at year end of $154.9 million.
2001 OUTLOOK:
The leasing industry experienced strong growth in new business volume in 1999 and through the first three quarters of 2000, with an overall softening in the fourth quarter reflecting the general decline in the U.S. economy during that period. Margins increased in the latter half of 2000 and continuing into the first quarter of 2001 as lessors in the small-ticket market were able to hold rates despite a general decline in cost of funds.
For the year 2001, Irwin Business Finance is anticipating that new U.S. volume generation will continue to suffer during the first and second quarters but begin to rebound as the market responds to rate cuts by the Federal Reserve Bank and a general tightening of credit by banks. In addition to its current broker relationships, the company is beginning new initiatives directed toward direct vendor business and franchise financing. Onset Capital also expects to expand its current vendor network by developing new relationships throughout Canada as it regains momentum following a slow growth period prior to its acquisition by Irwin in mid-year 2000. The economic outlook predictions for Canada in 2001 indicate slightly slower growth than 2000, although commercial and consumer confidence remains relatively steady.
VENTURE CAPITAL
BUSINESS PROFILE: VENTURE CAPITAL
2000 1999
------- ------
(IN THOUSANDS)
SELECTED INCOME STATEMENT DATA:
Net interest income....................................... $ (598) $ (109)
Mark-to-market adjustment on investments.................. 5,202 1,306
Non-interest income....................................... 364 --
------- ------
Total net revenues................................ 4,968 1,197
Operating expense......................................... 430 78
------- ------
Income before taxes....................................... 4,538 1,119
Income taxes.............................................. 1,814 463
------- ------
Net income................................................ $ 2,724 $ 656
======= ======
SELECTED BALANCE SHEET DATA AT END OF PERIOD:
Investment in portfolio companies (cost).................. $ 5,206 $1,759
Mark-to-market adjustment................................. 6,508 1,306
------- ------
Carrying value of portfolio companies..................... $11,714 $3,065
======= ======
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OVERVIEW AND STRATEGY:
During 1999, the Corporation formed Irwin Ventures, a venture capital company that makes minority investments in early-stage financial services-related businesses. Its primary focus is on financial services- oriented businesses that plan to use technology as a key component of their competitive strategy. The company seeks to make investments in opportunities where the financial services experience and expertise of Irwin Ventures' management team can add superior value to innovative companies. The Corporation's Board of Directors has approved an allocation of up to 10% of the Corporation's capital base to support this subsidiary.
Venture capital investments held by Irwin Ventures are carried at market value with changes in market value recognized in other income. The investment committee of Irwin Ventures determines the value of the investments at the end of each reporting period and the values are adjusted based upon review of the investee's financial results, condition, and prospects. Changes in estimated market values can also be made when an event such as a new funding round from other private equity investors would cause a change in estimated market value. In the future, should the company have investments in publicly-traded securities, it would look to the traded market value of the investments as the basis of its mark-to-market.
2000 REVIEW:
During 2000, the venture capital line of business recorded net income of $2.7 million. This compares to $0.7 million of net income in 1999. These results from 2000 and 1999 are primarily due to valuation adjustments to reflect the company's portfolio investments at market value. The company invested in three new portfolio companies in 2000, bringing the total of portfolio companies to four at year end.
At December 31, 2000, the bu