|
UNITED STATES
|
|
SECURITIES AND EXCHANGE COMMISSION
|
|
Washington, D. C. 20549
|
|
FORM 10-Q/A
|
|
(Mark One)
|
|
|
|
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|
|
ACT OF 1934
|
|
For the quarterly period ended
March 31, 2001
|
|
OR
|
|
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|
|
EXCHANGE ACT OF 1934
|
|
For the transition period from ___________________to___________________
|
|
|
|
Commission file number
0-6835
|
|
|
|
IRWIN FINANCIAL CORPORATION
|
|
(Exact name of registrant as specified in its charter)
|
|
|
|
INDIANA
|
35-1286807
|
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
|
|
|
500 Washington Street, Columbus, IN 47201
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
812/376-1020
|
|
__________________________________________
|
|
|
|
Registrant's telephone number, including area code)
|
|
(Former name, former address and former fiscal year
|
|
if changed since last report)
|
|
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|
|
|
|
Yes
X
No
|
|
|
|
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
|
|
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
|
|
|
|
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
|
|
|
|
Yes
No
|
|
|
|
As of July 12, 2001 there were outstanding 21,194,748 common shares, no par value, of the Registrant.
|
|
|
|
EXPLANATORY STATEMENT:
This Form 10-Q/A is being filed to include
an exhibit that was omitted from the initial Form 10-Q filing.
|
|
Part I
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRWIN FINANCIAL CORPORATION AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
CONSOLIDATED BALANCE SHEET (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except for shares)
|
|
|
|
March 31,
|
|
December 31,
|
|
|
|
Assets:
|
|
|
|
|
2001
|
|
2000
|
|
|
|
Cash and cash equivalents
|
|
|
|
$ 119,388
|
|
$ 83,493
|
|
|
|
Interest-bearing deposits with financial institutions
|
|
61,783
|
|
36,400
|
|
|
|
Trading assets
|
|
|
|
|
177,814
|
|
154,921
|
|
|
|
Investment securities (Market value: $32,222 in 2001 and $37,163 in
2000) - Note 2
|
32,075
|
|
37,095
|
|
|
|
Loans held for sale
|
|
|
|
|
851,484
|
|
579,788
|
|
|
|
Loans and leases, net of unearned income - Note 3
|
|
1,317,161
|
|
1,234,922
|
|
|
|
Less: Allowance for loan and lease losses - Note 4
|
|
(13,622)
|
|
(13,129)
|
|
|
|
|
|
|
|
|
1,303,539
|
|
1,221,793
|
|
|
|
Servicing assets - Note 5
|
|
|
|
142,639
|
|
130,522
|
|
|
|
Accounts receivable
|
|
|
|
|
67,597
|
|
69,224
|
|
|
|
Accrued interest receivable
|
|
|
|
10,873
|
|
12,979
|
|
|
|
Premises and equipment
|
|
|
|
31,004
|
|
29,409
|
|
|
|
Other assets
|
|
|
|
|
68,173
|
|
66,805
|
|
|
|
Total assets
|
|
|
|
$2,866,369
|
|
$2,422,429
|
|
|
|
Liabilities and Shareholders' Equity:
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing
|
|
|
|
$ 411,838
|
|
$ 263,159
|
|
|
|
Interest-bearing
|
|
|
|
|
686,745
|
|
517,127
|
|
|
|
Certificates of deposit over $100,000
|
|
|
721,421
|
|
663,044
|
|
|
|
|
|
|
|
|
1,820,004
|
|
1,443,330
|
|
|
|
Short-term borrowings- Note 6
|
|
|
|
516,522
|
|
475,502
|
|
|
|
Long-term debt- Note 7
|
|
|
|
29,619
|
|
29,608
|
|
|
|
Other liabilities
|
|
|
|
|
154,869
|
|
136,897
|
|
|
|
Company-obligated mandatorily redeemable
|
|
|
|
|
|
|
|
|
preferred securities of subsidiary trust- Note 8
|
|
147,139
|
|
147,167
|
|
|
|
Total liabilities
|
|
|
|
2,668,153
|
|
2,232,504
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies - Note 10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, no par value - authorized
|
|
|
|
|
|
|
|
|
4,000,000 shares; issued 96,336 shares as of March 31, 2001 and
|
|
|
|
|
|
|
December 31, 2000
|
|
|
|
1,386
|
|
1,386
|
|
|
|
Common stock; no par value - authorized 40,000,000 shares;
|
|
|
|
|
|
|
issued 23,402,080 shares as of March 31, 2001 and December 31, 2000;
|
|
|
|
|
|
including 2,235,366 and 2,376,119 shares in treasury as of March 31,
|
|
|
|
|
|
2001 and December 31, 2000 respectively
|
|
|
29,965
|
|
29,965
|
|
|
|
Additional paid-in capital
|
|
|
|
4,065
|
|
4,331
|
|
|
|
Minority interest
|
|
|
|
|
922
|
|
1,055
|
|
|
|
Accumulated other comprehensive income net of deferred income tax
|
|
|
|
|
|
|
asset of ($456) and ($305) in 2001 and 2000, respectively.
|
(1,176)
|
|
(962)
|
|
|
|
Retained earnings
|
|
|
|
|
209,524
|
|
201,729
|
|
|
|
|
|
|
|
|
244,686
|
|
237,504
|
|
|
|
Less treasury stock, at cost
|
|
|
|
(46,470)
|
|
(47,579)
|
|
|
|
Total shareholders' equity
|
|
|
|
198,216
|
|
189,925
|
|
|
|
Total liabilities and shareholders' equity
|
|
$2,866,369
|
|
$2,422,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the consolidated
financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRWIN FINANCIAL CORPORATION AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF INCOME (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
|
|
(In thousands, except for per share)
|
|
|
2001
|
|
2000
|
|
|
|
Interest income:
|
|
|
|
|
|
|
|
|
|
|
Loans and leases
|
|
|
|
|
$ 29,250
|
|
$ 20,210
|
|
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
Taxable
|
|
|
|
|
1,243
|
|
929
|
|
|
|
Tax-exempt
|
|
|
|
|
62
|
|
63
|
|
|
|
Loans held for sale
|
|
|
|
|
22,856
|
|
12,140
|
|
|
|
Trading account
|
|
|
|
|
7,146
|
|
2,484
|
|
|
|
Federal funds sold
|
|
|
|
|
33
|
|
46
|
|
|
|
Total interest income
|
|
|
|
60,590
|
|
35,872
|
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
|
|
19,053
|
|
8,460
|
|
|
|
Short-term borrowings
|
|
|
|
8,151
|
|
6,550
|
|
|
|
Long-term debt
|
|
|
|
|
580
|
|
583
|
|
|
|
Preferred securities distribution
|
|
|
|
3,704
|
|
1,174
|
|
|
|
Total interest expense
|
|
|
|
31,488
|
|
16,767
|
|
|
|
Net interest income
|
|
|
|
|
29,102
|
|
19,105
|
|
|
|
Provision for loan and lease losses - Note 4
|
|
|
1,553
|
|
1,136
|
|
|
|
Net interest income after provision for
|
|
|
|
|
|
|
|
|
loan and lease losses
|
|
|
|
27,549
|
|
17,969
|
|
|
|
Other income:
|
|
|
|
|
|
|
|
|
|
|
Loan origination fees
|
|
|
|
13,703
|
|
10,088
|
|
|
|
Gain from sale of loans
|
|
|
|
32,893
|
|
16,029
|
|
|
|
Loan servicing fees
|
|
|
|
|
16,052
|
|
15,121
|
|
|
|
Amortization and impairment of servicing assets
|
|
7,535
|
|
6,101
|
|
|
|
Net loan administration income
|
|
|
8,517
|
|
9,020
|
|
|
|
Gain on sale of mortgage servicing assets
|
|
|
2,092
|
|
252
|
|
|
|
Trading gains (losses)
|
|
|
|
3,238
|
|
3,389
|
|
|
|
Other
|
|
|
|
|
1,608
|
|
11,360
|
|
|
|
Total other income
|
|
|
|
62,051
|
|
50,138
|
|
|
|
Other expense:
|
|
|
|
|
|
|
|
|
|
|
Salaries
|
|
|
|
|
41,283
|
|
25,955
|
|
|
|
Pension and other employee benefits
|
|
|
6,736
|
|
5,668
|
|
|
|
Office expense
|
|
|
|
|
3,642
|
|
3,269
|
|
|
|
Premises and equipment
|
|
|
|
7,428
|
|
6,057
|
|
|
|
Marketing and development
|
|
|
|
1,529
|
|
4,778
|
|
|
|
Other
|
|
|
|
|
14,207
|
|
8,209
|
|
|
|
Total other expense
|
|
|
|
74,825
|
|
53,936
|
|
|
|
Income before income taxes
|
|
|
|
14,775
|
|
14,171
|
|
|
|
Provision for income taxes
|
|
|
|
5,779
|
|
5,689
|
|
|
|
Income before cumulative effect of change in accounting principle
|
8,996
|
|
8,482
|
|
|
|
Cumulative effect of change in accounting principle, net of tax
|
175
|
|
-
|
|
|
|
Net income
|
|
|
|
|
$ 9,171
|
|
$ 8,482
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share of common stock available to shareholders:
|
|
|
|
|
|
|
Basic - Note 9
|
|
|
|
|
$ 0.44
|
|
$ 0.40
|
|
|
|
Diluted - Note 9
|
|
|
|
|
$ 0.41
|
|
$ 0.40
|
|
|
|
Dividends per share of common stock
|
|
|
$ 0.065
|
|
$ 0.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the consolidated
financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRWIN FINANCIAL CORPORATION AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)
|
|
|
|
|
|
|
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
Compre-
|
|
|
Additional
|
|
|
|
|
|
|
Retained
|
hensive
|
Preferred
|
Common
|
Paid in
|
Treasury
|
Minority
|
|
|
|
Total
|
Earnings
|
Income
|
Stock
|
Stock
|
Capital
|
Stock
|
Interest
|
|
Balance at January 1, 2001
|
$189,925
|
$ 201,729
|
$ (962)
|
$ 1,386
|
$29,965
|
$ 4,331
|
$(47,579)
|
$1,055
|
|
Net income
|
|
9,171
|
9,171
|
|
|
|
|
|
|
|
Unrealized gain on investment
|
|
|
|
|
|
|
|
|
|
securities net of $43 tax liability
|
63
|
|
63
|
|
|
|
|
|
|
Foreign currency adjustment net of
|
|
|
|
|
|
|
|
|
|
$187 tax credit
|
|
(281)
|
|
(281)
|
|
|
|
|
|
|
Deferred compensation
|
4
|
|
4
|
|
|
|
|
|
|
Total comprehensive income
|
8,957
|
|
|
|
|
|
|
|
|
Cash dividends
|
|
(1,376)
|
(1,376)
|
|
|
|
|
|
|
|
Tax benefit on stock option exercises
|
1,590
|
|
|
|
|
1,590
|
|
|
|
Treasury stock:
|
|
|
|
|
|
|
|
|
|
|
Purchase of 90,120 shares
|
(2,138)
|
|
|
|
|
|
(2,138)
|
|
|
Sales of 230,873 shares
|
1,391
|
-
|
|
|
|
(1,856)
|
3,247
|
|
|
Minority Interest
|
|
(133)
|
|
|
|
|
|
|
(133)
|
|
Balance March 31, 2001
|
$198,216
|
$ 209,524
|
$ (1,176)
|
$ 1,386
|
$29,965
|
$ 4,065
|
$(46,470)
|
$ 922
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2000
|
$159,296
|
$ 171,101
|
$ (70)
|
$ -
|
$29,965
|
$ 4,250
|
$(45,950)
|
$ -
|
|
Net income
|
|
8,482
|
8,482
|
|
|
|
|
|
|
|
Unrealized loss on investment
|
|
|
|
|
|
|
|
|
|
securities net of $27 tax credit
|
(42)
|
|
(42)
|
|
|
|
|
|
|
Total comprehensive income
|
8,440
|
|
|
|
|
|
|
|
|
Cash dividends
|
|
(1,259)
|
(1,259)
|
|
|
|
|
|
|
|
Treasury stock:
|
|
|
|
|
|
|
|
|
|
|
Purchase of 198,253 shares
|
(3,052)
|
|
|
|
|
|
(3,052)
|
|
|
Sales of 29,169 shares
|
444
|
|
|
|
|
137
|
307
|
|
|
Issuance of 96,336 shares of preferred stock
|
1,387
|
|
|
1,387
|
|
|
|
|
|
Balance March 31, 2000
|
$165,256
|
$ 178,324
|
$ (112)
|
$ 1,387
|
$29,965
|
$ 4,387
|
$(48,695)
|
$ -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRWIN FINANCIAL CORPORATION AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31,
|
2001
|
|
2000
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
$ -
|
|
$ 8,482
|
|
|
|
|
|
Adjustments to reconcile net income to cash provided
|
|
|
|
|
|
|
|
by operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
2,550
|
|
2,098
|
|
|
|
|
|
Amortization and impairment of servicing assets
|
7,535
|
|
6,101
|
|
|
|
|
|
Provision for loan and lease losses
|
1,553
|
|
1,136
|
|
|
|
|
|
Amortization of premiums, less accretion of discounts
|
(1)
|
|
(29)
|
|
|
|
|
|
Increase in loans held for sale
|
|
(271,696)
|
|
(32,405)
|
|
|
|
|
|
Gain on sale of mortgage servicing assets
|
(2,092)
|
|
(252)
|
|
|
|
|
|
Net increase in trading assets
|
|
(22,893)
|
|
(12,649)
|
|
|
|
|
|
Other, net
|
|
|
18,942
|
|
(11,714)
|
|
|
|
|
|
Net cash used by operating activities
|
(266,102)
|
|
(39,232)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lending and investing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from maturities/calls of investment securities:
|
|
|
|
|
|
|
|
Held-to-maturity
|
|
|
3,270
|
|
543
|
|
|
|
|
|
Available-for-sale
|
|
2,000
|
|
15
|
|
|
|
|
|
Purchase of investment securities:
|
|
|
|
|
|
|
|
|
|
Held-to-maturity
|
|
|
(143)
|
|
(1)
|
|
|
|
|
|
Net increase in interest-bearing
|
|
|
|
|
|
|
|
|
|
deposits with financial institutions
|
(25,383)
|
|
(2,055)
|
|
|
|
|
|
Net increase in loans, excluding sales
|
(101,577)
|
|
(98,875)
|
|
|
|
|
|
Sale of loans
|
| |