EX-13 2 a11-31600_1ex13.htm EX-13

Exhibit 13

 

Profile

 

West Suburban Bancorp, Inc. (“West Suburban”) is the parent bank holding company of West Suburban Bank, Lombard, Illinois (the “Bank” and, together with West Suburban, the “Company”). The Company had total assets at December 31, 2011 of approximately $1.9 billion. The Bank is one of the largest independent banks headquartered in DuPage County, Illinois.

 

West Suburban Bancorp, Inc.

Financial Highlights

 

 

 

Years Ended December 31,

 

 

 

(Dollars in thousands, except per share data)

 

 

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net income (loss) from continuing operations

 

$

7,816

 

$

1,154

 

$

(4,244

)

$

17,242

 

$

22,814

 

Net income (loss) from discontinued operations

 

 

 

3,409

 

(426

)

599

 

Net income (loss)

 

7,816

 

1,154

 

(835

)

16,816

 

23,413

 

Per share data

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations

 

18.31

 

2.70

 

(9.89

)

39.87

 

52.75

 

Earnings (loss) from discontinued operations

 

 

 

7.94

 

(0.99

)

1.38

 

Earnings (loss) per share

 

18.31

 

2.70

 

(1.95

)

38.88

 

54.13

 

Book value (GAAP)

 

336.71

 

295.15

 

296.97

 

264.12

 

241.76

 

Book value (non-GAAP) (1)

 

391.13

 

365.11

 

370.14

 

372.03

 

373.34

 

Net loans

 

956,559

 

1,008,272

 

1,167,675

 

1,233,595

 

1,226,571

 

Total assets

 

1,928,684

 

1,961,624

 

1,938,583

 

1,867,420

 

1,851,357

 

Total deposits

 

1,739,544

 

1,778,427

 

1,756,987

 

1,625,925

 

1,637,714

 

 


(1) Book value per share (non-GAAP) represents the aggregate amount of shareholders’ equity and common stock in Employee Stock Ownership Plan (“ESOP”) subject to contingent repurchase obligation divided by the number of outstanding shares. See Note 8 to the Company’s consolidated financial statements and “NON-GAAP FINANCIAL MEASURES.” This presentation is consistent with the Company’s belief that it is unlikely that the Company would be required to satisfy the contingent repurchase obligation.

 

Table of Contents

 

Profile

 

1

Special Note Concerning Forward-Looking Statements and Risk Factors

 

2

Letter to Our Shareholders, Customers and Friends

 

3

Common Stock, Book Value and Dividends

 

4

Business Review

 

4

Management’s Report on Internal Control Over Financial Reporting

 

5

Report of Independent Registered Public Accounting Firm

 

6

Consolidated Financial Statements

 

7

Notes to Consolidated Financial Statements

 

12

Stock Performance Presentation

 

40

Selected Financial Data

 

41

Non-GAAP Financial Measures

 

42

Average Balance Sheets, Net Interest Income and Average Rates and Yields on a Tax Equivalent Basis

 

43

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

 

44

Boards of Directors and Officers

 

56

Addresses of West Suburban Facilities

 

59

Map of Facilities

 

61

Shareholder Information

 

62

 

1



 

Special Note Concerning Forward-Looking Statements and Risk Factors

 

This document (including information incorporated by reference) contains, and future oral and written statements of the Company and its management may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

 

A number of factors, many of which are beyond the ability of the Company to control or predict, could cause actual results to differ materially from those in its forward-looking statements. These factors include, among others, the following: (i) the strength of the U.S. and global economies and financial markets in general and the strength of the local economies in which the Company conducts its operations, including the local residential and commercial real estate markets, which may be less favorable than expected and may result in, among other things, a deterioration in the credit quality and value of the Company’s assets; (ii) the effects of, and changes in, federal, state and local laws, regulations and policies affecting banking, securities, taxation, insurance and monetary and financial matters, as well as any laws and regulations otherwise affecting the Company, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and other laws and regulations intended to address recent stresses in the U.S. and global financial markets, national security and money laundering; (iii) the effects of adverse market conditions and volatility in investment securities generally, which may result in a deterioration in the value of the securities in the Company’s securities portfolio; (iv) the ability of the Company to comply with, and satisfy the requirements of, any informal or formal enforcement actions with its regulators and the consequences that may result from any inability to comply; (v) credit risks and the risks from concentrations (by geographic area or industry) within the Company’s loan portfolio; (vi) the ability of the Company to comply with applicable federal, state and local laws, regulations and policies and the consequences that may result from any inability to comply; (vii) the effects of changes in interest rates (including the effects of changes in the rate of prepayments of the Company’s assets) and the policies of the Board of Governors of the Federal Reserve System; (viii) the ability of the Company to compete with other financial institutions as effectively as the Company currently intends due to the competitive pressures in the financial services sector; (ix) the ability of the Company to maintain an acceptable net interest margin; (x) the ability of the Company to obtain new customers and retain existing customers; (xi) the timely development and acceptance of products and services, including products and services offered through alternative delivery channels such as the Internet; (xii) technological changes implemented by the Company and by other parties, including third party vendors, which may be more difficult or more expensive than anticipated or which may have unforeseen consequences to the Company and its customers, including technological changes implemented for, or related to, the Company’s website or new products; (xiii) the ability of the Company, and certain of its vendors, to develop and maintain secure and reliable electronic systems, including systems developed for the Company’s website or new products; (xiv) the ability of the Company to retain directors, executives and key employees, and the difficulty that the Company may experience in replacing directors, executives and key employees in an effective manner; (xv) consumer spending and saving habits which may change in a manner that affects the Company’s business adversely; (xvi) the economic impact of past and any future terrorist attacks, acts of war or threats thereof and the response of the U.S. to any such attacks and threats; (xvii) the costs, effects and outcomes of existing or future litigation and disputes with third parties, including claims in connection with collection actions, employment matters and sales of business units; (xviii) changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies and the Financial Accounting Standards Board, the Public Company Accounting Oversight Board and the Securities and Exchange Commission; and (xix) the ability of the Company to manage the risks associated with the foregoing as well as anticipated.

 

Additional information concerning the Company and its business, including risk factors that could materially affect the Company’s results of operations and financial condition, is included in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K.

 

2



 

To Our Shareholders, Customers and Friends

 

The challenges presented by the economic turmoil that we have experienced since 2009 continued throughout our markets during 2011. Although the level of unemployment improved slightly, it remains very high at 7.7% throughout DuPage County. Banks continued to fail in significant numbers throughout the U.S., including nine failures in Illinois during 2011 (and 49 failures in Illinois since 2008). While the broad U.S. financial markets began to demonstrate stability and regained some losses from prior years, our local markets appear to be trailing.  In fact, real estate values in our markets continued to decline in 2011.

 

Notwithstanding the challenges that we faced during 2011, we are pleased to report that our net income for the year increased to $7.8 million, which is a 577% increase over the 2010 net income of $1.2 million. These earnings represent net income per share of $18.31 in 2011 compared to $2.70 per share in 2010. Although our 2011 earnings are well below our historical performance levels, the trend is clearly moving in the right direction. We were also successful in our efforts to reduce our non-performing assets during 2011.  Non-performing assets decreased from $101.0 million (5.2% of total assets) as of December 31, 2010 to $76.8 million (4.0% of total assets) as of December 31, 2011. In addition, we reduced our net loan charge-offs from $16.6 million in 2010 to $12.4 million in 2011.

 

As you are aware, our 2011 earnings were not distributed to our shareholders.  Our earnings were retained and increased our GAAP book value to $336.71 per share at December 31, 2011 from $295.15 per share at December 31, 2010 — a 12.0% increase.  As of the date of this report, we do not anticipate paying dividends during 2012, as we continue to focus on building our regulatory capital levels and addressing our remaining problem loans.

 

Please be assured that it is our highest priority to protect your investment by continuing to evaluate, refine and improve all areas of our business and to react appropriately to changes in the local and national economies, as well as to changes in banking regulations. Although we continue to focus our efforts on reducing or freezing operating costs, including salaries and discretionary benefits, we remain committed to building the necessary infrastructure to implement the many changes required by regulatory reform.

 

We would like to express our appreciation to everyone for the support that has allowed us to become and remain one of the largest independent banks headquartered in DuPage County, and we welcome your comments and suggestions. We could not have achieved our success without the support of our shareholders, customers, communities, friends and employees. We are mindful that providing high quality, responsive service is one element that distinguishes us from our competition and we will take great care to ensure that we do not sacrifice this important advantage.

 

As we enter 2012, we are delighted to announce that we are celebrating our 50th year as your local community bank. We would like to express our sincere gratitude to everyone that has played a role in writing our story — which began on April 27, 1962. You have enabled us to reach almost $2 billion in assets and expand to 36 branches within the four counties that we serve. We look forward to celebrating our golden anniversary with you and celebrating many other successes in the years to come.

 

Thank you for your continued support and understanding.

 

 

Sincerely,

 

Kevin J. Acker

Duane G. Debs

Chairman of the Board

President

and Chief Executive Officer

and Chief Financial Officer

 

3



 

Common Stock, Book Value and Dividends

 

West Suburban has a single class of common stock issued and outstanding. The common stock is not traded on any stock exchange or on the over-the-counter market. West Suburban’s per share book value as of the end of each quarter and dividends declared for the last two years are set forth below:

 

Year

 

Quarter

 

BookValue
GAAP

 

BookValue
Non-GAAP (1)

 

Dividends
Declared

 

2011

 

4th

 

$

336.71

 

$

391.13

 

$

 

 

 

3rd

 

329.02

 

390.12

 

 

 

 

2nd

 

327.65

 

389.44

 

 

 

 

1st

 

306.93

 

370.83

 

 

 

 

 

 

 

 

 

 

 

 

2010

 

4th

 

$

295.15

 

$

365.11

 

$

 

 

 

3rd

 

318.34

 

385.64

 

 

 

 

2nd

 

291.17

 

377.76

 

 

 

 

1st

 

290.85

 

372.79

 

 

 


(1)          Book value per share (non-GAAP) represents the aggregate amount of shareholders’ equity and common stock in ESOP subject to contingent repurchase obligation divided by the number of outstanding shares. See Note 8 to the Company’s consolidated financial statements and “NON-GAAP FINANCIAL MEASURES.” This presentation is consistent with the Company’s belief that it is unlikely that the Company would be required to satisfy the contingent repurchase obligation.

 

Business Review

 

As of December 31, 2011, the Company had total assets of approximately $1.9 billion and maintained 36 full-service branches, six limited-service branches and four departments providing insurance, financial and other services for the convenience of the customers of the Bank throughout DuPage, Kane, Kendall and Will Counties in Illinois. The Bank focuses on providing retail and commercial banking products and services in its market area. The Company had 474 full-time equivalent employees at December 31, 2011.

 

 

4



 

 

MANAGEMENT’S REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING

 

Management of the Company is responsible for establishing and maintaining an effective system of internal control over financial reporting. The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There are inherent limitations in the effectiveness of any system of internal control over financial reporting, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even an effective system of internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

 

Management assessed the Company’s systems of internal control over financial reporting as of December 31, 2011. This assessment was based on criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that, as of December 31, 2011, the Company maintained effective internal control over financial reporting based on those criteria.

 

The Company’s independent auditors have issued an audit report on the effectiveness of the Company’s internal control over financial reporting.

 

 

March 13, 2012

 

 

 

 

Kevin J. Acker

 

Chairman of the Board and Chief Executive Officer

 

 

 

 

 

 

Duane G. Debs

 

President and Chief Financial Officer

 

 

5



 

GRAPHIC

Crowe Horwath LLP

Independent Member Crowe Horwath International

 

Report of Independent Registered Public Accounting Firm

 

Board of Directors and Shareholders

West Suburban Bancorp, Inc.

Lombard, Illinois

 

We have audited the accompanying consolidated balance sheets of West Suburban Bancorp, Inc. (the “Company”) as of December 31, 2011 and 2010, and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2011. We also have audited the Company’s internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2011 and 2010, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

 

 

GRAPHIC

Oak Brook, Illinois

 

March 13, 2012

 

 

6



 

WEST SUBURBAN BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2011 AND 2010

(Dollars in thousands)

 

 

 

2011

 

2010

 

Assets

 

 

 

 

 

Cash and due from banks

 

$

116,039

 

$

70,490

 

Federal funds sold

 

286

 

200

 

Total cash and cash equivalents

 

116,325

 

70,690

 

Securities

 

 

 

 

 

Available for sale (amortized cost of $447,496 in 2011 and $517,589 in 2010)

 

454,125

 

518,566

 

Held to maturity (fair value of $271,601 in 2011 and $222,761 in 2010)

 

259,035

 

215,365

 

Federal Home Loan Bank stock

 

7,599

 

7,599

 

Total securities

 

720,759

 

741,530

 

Loans, less allowance for loan losses of $27,584 in 2011 and $28,072 in 2010

 

956,559

 

1,008,272

 

Bank-owned life insurance

 

32,618

 

39,511

 

Premises and equipment, net

 

45,130

 

42,201

 

Other real estate owned, net

 

23,505

 

20,479

 

Accrued interest and other assets

 

33,788

 

38,941

 

Total assets

 

$

1,928,684

 

$

1,961,624

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

Deposits

 

 

 

 

 

Demand-noninterest-bearing

 

$

152,955

 

$

152,064

 

Prepaid solutions card deposits

 

5,810

 

29,161

 

Interest-bearing

 

1,580,779

 

1,597,202

 

Total deposits

 

1,739,544

 

1,778,427

 

Prepaid solutions cards

 

9,980

 

8,778

 

Accrued interest and other liabilities

 

12,207

 

18,571

 

 

 

 

 

 

 

Common stock in ESOP subject to contingent repurchase obligation

 

23,230

 

29,865

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Common stock, no par value; 15,000,000 shares authorized; 426,850 shares issued and outstanding

 

3,412

 

3,412

 

Surplus

 

35,453

 

35,453

 

Retained earnings

 

124,514

 

116,698

 

Accumulated other comprehensive income

 

3,574

 

285

 

Amount reclassified on ESOP shares

 

(23,230

)

(29,865

)

Total shareholders’ equity

 

143,723

 

125,983

 

Total liabilities and shareholders’ equity

 

$

1,928,684

 

$

1,961,624

 

 

See accompanying notes to consolidated financial statements.

 

7



 

WEST SUBURBAN BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009

(Dollars in thousands, except per share data)

 

 

 

2011

 

2010

 

2009

 

Interest income

 

 

 

 

 

 

 

Loans, including fees

 

$

48,600

 

$

57,437

 

$

62,818

 

Securities

 

 

 

 

 

 

 

Taxable

 

18,061

 

17,608

 

17,985

 

Exempt from federal income tax

 

1,213

 

1,089

 

1,135

 

Federal funds sold

 

28

 

56

 

162

 

Total interest income

 

67,902

 

76,190

 

82,100

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

 

 

Deposits

 

11,828

 

18,429

 

24,944

 

Other

 

1

 

 

43

 

Total interest expense

 

11,829

 

18,429

 

24,987

 

Net interest income

 

56,073

 

57,761

 

57,113

 

Provision for loan losses

 

11,928

 

18,725

 

24,925

 

Net interest income after provision for loan losses

 

44,145

 

39,036

 

32,188

 

 

 

 

 

 

 

 

 

Noninterest income

 

 

 

 

 

 

 

Service fees on deposit accounts

 

4,341

 

5,115

 

5,941

 

Debit card fees

 

2,259

 

2,123

 

2,052

 

Bank-owned life insurance

 

948

 

1,712

 

2,030

 

Net gain on sales of loans originated for sale

 

4

 

 

553

 

Net gain on sale of portfolio loans

 

 

2,803

 

 

Net realized gains on securities transactions

 

7,982

 

267

 

109

 

Impairment of trust preferred securities

 

 

 

(8,320

)

Other

 

4,661

 

4,296

 

3,421

 

Total noninterest income

 

20,195

 

16,316

 

5,786

 

 

 

 

 

 

 

 

 

Noninterest expense

 

 

 

 

 

 

 

Salaries and employee benefits

 

23,348

 

23,703

 

24,671

 

Other real estate owned expense

 

8,078

 

6,885

 

909

 

Occupancy

 

5,022

 

5,246

 

5,038

 

Furniture and equipment

 

4,907

 

5,177

 

5,707

 

FDIC assessments

 

3,033

 

4,236

 

3,647

 

Loan administration

 

2,325

 

2,830

 

1,252

 

Professional fees

 

1,601

 

2,194

 

3,492

 

Advertising and promotion

 

1,083

 

997

 

727

 

Other

 

5,179

 

5,028

 

4,577

 

Total noninterest expense

 

54,576

 

56,296

 

50,020

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations before income taxes

 

9,764

 

(944

)

(12,046

)

Income tax expense (benefit)

 

1,948

 

(2,098

)

(7,802

)

Net income (loss) from continuing operations

 

7,816

 

1,154

 

(4,244

)

Discontinued operations

 

 

 

 

 

 

 

Gain on sale of prepaid solutions group, net of tax

 

 

 

3,313

 

Discontinued operations, net of tax

 

 

 

96

 

Net income from discontinued operations

 

 

 

3,409

 

Net income (loss)

 

$

7,816

 

$

1,154

 

$

(835

)

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations per share

 

$

18.31

 

$

2.70

 

$

(9.89

)

Earnings from discontinued operations per share

 

$

 

$

 

$

7.94

 

Earnings (loss) per share

 

$

18.31

 

$

2.70

 

$

(1.95

)

Average shares outstanding

 

426,850

 

426,850

 

429,137

 

 

See accompanying notes to consolidated financial statements.

 

8



 

WEST SUBURBAN BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009

(Dollars in thousands, except per share data)

 

 

 

Common
Stock
and
Surplus

 

Retained
Earnings

 

Accumulated
Other
Comprehensive
Income
(Loss)

 

Amount
Reclassified
on ESOP
Shares

 

Total
Shareholders’
Equity

 

Balance, January 1, 2009

 

$

41,523

 

$

120,676

 

$

(1,300

)

$

(46,670

)

$

114,229

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase and retirement of 5,645 shares of common stock

 

(2,658

)

 

 

 

 

 

 

(2,658

)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

(835

)

 

 

 

 

(835

)

Change in unrealized loss on available for sale securities, net of reclassification and tax effects

 

 

 

 

 

4,813

 

 

 

4,813

 

Change in postretirement obligations, net of reclassificaton and tax effects

 

 

 

 

 

71

 

 

 

71

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

4,049

 

Cash dividends declared - $10.00 per share

 

 

 

(4,297

)

 

 

 

 

(4,297

)

Reclassification due to change in fair value of common stock in ESOP subject to contingent repurchase obligation

 

 

 

 

 

 

 

15,440

 

15,440

 

Balance, December 31, 2009

 

38,865

 

115,544

 

3,584

 

(31,230

)

126,763

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

1,154

 

 

 

 

 

1,154

 

Change in unrealized gain on available for sale securities, net of reclassification and tax effects

 

 

 

 

 

(3,310

)

 

 

(3,310

)

Change in postretirement obligations, net of reclassificaton and tax effects

 

 

 

 

 

11

 

 

 

11

 

Total comprehensive loss

 

 

 

 

 

 

 

 

 

(2,145

)

Reclassification due to change in fair value of common stock in ESOP subject to contingent repurchase obligation

 

 

 

 

 

 

 

1,365

 

1,365

 

Balance, December 31, 2010

 

38,865

 

116,698

 

285

 

(29,865

)

125,983

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

7,816

 

 

 

 

 

7,816

 

Change in unrealized gain on available for sale securities, net of reclassification and tax effects

 

 

 

 

 

3,312

 

 

 

3,312

 

Change in postretirement obligations, net of reclassificaton and tax effects

 

 

 

 

 

(23

)

 

 

(23

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

11,105

 

Reclassification due to change in fair value of common stock in ESOP subject to contingent repurchase obligation

 

 

 

 

 

 

 

6,635

 

6,635

 

Balance, December 31, 2011

 

$

38,865

 

$

124,514

 

$

3,574

 

$

(23,230

)

$

143,723

 

 

See accompanying notes to consolidated financial statements.

 

9



 

WEST SUBURBAN BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009

(Dollars in thousands)

 

 

 

2011

 

2010

 

2009

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net income (loss)

 

$

7,816

 

$

1,154

 

$

(835

)

Adjustments to reconcile net income (loss) to net cash provided by continuing operating activities

 

 

 

 

 

 

 

Depreciation

 

2,930

 

3,025

 

3,246

 

Provision for loan losses

 

11,928

 

18,725

 

24,925

 

Deferred income tax provision (benefit)

 

1,504

 

(4,157

)

(5,603

)

Net premium amortization of securities

 

2,536

 

2,161

 

673

 

Net realized gain on securities transactions

 

(7,982

)

(267

)

(109

)

Impairment of trust preferred securities

 

 

 

8,320

 

Earnings on bank-owned life insurance

 

(948

)

(1,712

)

(2,030

)

Net gain on sales of loans originated for sale

 

(4

)

 

(553

)

Sales of loans originated for sale

 

338

 

 

53,168

 

Origination of loans held for sale

 

(1,526

)

 

(50,847

)

Net (gain) loss on sales of premises and equipment

 

(10

)

4

 

19

 

Net loss (gain) on sales of other real estate owned

 

187

 

(159

)

3

 

Write down of other real estate owned

 

5,908

 

5,537

 

449

 

Net gain on sale of portfolio loans

 

 

(2,803

)

 

Distribution of deferred compensation benefits

 

(6,077

)

 

 

Decrease (increase) in accrued interest and other assets

 

1,337

 

3,211

 

(13,893

)

(Decrease) increase in accrued interest and other liabilities

 

(338

)

1,302

 

(7,288

)

Net cash provided by discontinued operating activities

 

 

 

4,768

 

Net cash provided by operating activities

 

17,599

 

26,021

 

14,413

 

Cash flows from investing activities

 

 

 

 

 

 

 

Securities available for sale

 

 

 

 

 

 

 

Sales

 

190,505

 

964

 

19,777

 

Maturities, calls and redemptions

 

114,108

 

115,777

 

83,762

 

Purchases

 

(228,603

)

(436,754

)

(85,592

)

Securities held to maturity and FHLB stock

 

 

 

 

 

 

 

Maturities, calls and redemptions

 

66,259

 

118,536

 

79,754

 

Purchases

 

(110,400

)

(68,324

)

(105,520

)

Net (increase) decrease in loans

 

(14,409

)

68,459

 

13,520

 

Sales of portfolio loans

 

 

67,519

 

 

Surrender of bank-owned life insurance

 

7,922

 

 

 

Investment in bank-owned life insurance

 

(81

)

(198

)

(129

)

Purchases of premises and equipment

 

(5,869

)

(1,462

)

(2,616

)

Sales of premises and equipment

 

20

 

 

731

 

Sales of other real estate owned

 

46,265

 

7,639

 

3,919

 

Net cash used in discontinued investing activities

 

 

 

(701

)

Net cash provided by (used in) investing activities

 

$

65,717

 

$

(127,844

)

$

6,905

 

 

See accompanying notes to consolidated financial statements.

 

10



 

WEST SUBURBAN BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009

(continued)

(Dollars in thousands)

 

 

 

2011

 

2010

 

2009

 

Cash flows from financing activities

 

 

 

 

 

 

 

Net (decrease) increase in deposits

 

$

(38,883

)

$

21,440

 

$

131,062

 

Net decrease in federal funds purchased

 

 

 

(55,000

)

Repurchase and retirement of common stock

 

 

 

(2,658

)

Net increase in prepaid solutions cards

 

1,202

 

2,463

 

2,711

 

Dividends paid

 

 

 

(4,297

)

Net cash (used in) provided by financing activities

 

(37,681

)

23,903

 

71,818

 

Net increase (decrease) in cash and cash equivalents

 

45,635

 

(77,920

)

93,136

 

Beginning cash and cash equivalents

 

70,690

 

148,610

 

55,474

 

Ending cash and cash equivalents

 

$

116,325

 

$

70,690

 

$

148,610

 

Supplemental disclosures

 

 

 

 

 

 

 

Cash paid for interest

 

$

12,789

 

$

19,992

 

$

25,000

 

Cash paid for income taxes

 

3,573

 

3,503

 

1,918

 

Other real estate acquired through or instead of loan foreclosure

 

55,386

 

7,502

 

25,707

 

Loans originated from the sale of other real estate owned

 

797

 

472

 

960

 

 

See accompanying notes to consolidated financial statements.

 

11



 

WEST SUBURBAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

Note 1 - Nature of Business and Summary of Significant Accounting Policies

 

West Suburban Bancorp, Inc. (“West Suburban”) through the branch network of its subsidiary, West Suburban Bank (the “Bank” and, together with West Suburban, the “Company”), operates 36 full-service branches, six limited-service branches and four departments providing insurance, financial and other services for the convenience of the customers of the Bank throughout DuPage, Kane, Kendall and Will Counties in Illinois. Customers in these areas are the primary consumers of the Company’s loan and deposit products and services. Although borrower cash flow is expected to be the primary source of repayment, the Company’s loans are generally secured by various forms of collateral or security, including real estate, business assets, consumer goods, personal guarantees and other items.

 

Operating Segments

While the Company’s senior management monitors the revenue streams derived from various individual and groups of products and services, operations are managed and financial performance is evaluated on a company-wide basis. Accordingly, all of the Company’s operations are considered by management to be aggregated in one reportable operating segment. Discrete financial information is not available other than on a company-wide basis.

 

Principles of Consolidation

The consolidated financial statements include the accounts of West Suburban and the Bank. Significant intercompany accounts and transactions have been eliminated.

 

Use of Estimates

To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions, which are subject to change, based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, fair values of financial instruments, fair value of common stock in ESOP subject to contingent repurchase obligation and carrying values of other real estate owned are particularly subject to change.

 

Securities

Debt and marketable equity securities are classified into two categories: “available for sale” and “held to maturity.” Available for sale securities are carried at fair value with net unrealized gains and losses (net of deferred tax) reported in accumulated other comprehensive income (loss) as a separate component of shareholders’ equity. Held to maturity securities are carried at amortized cost as the Company has both the ability and positive intent to hold them to maturity. Other securities such as Federal Home Loan Bank stock are carried at cost. Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. Gains and losses on sales are recorded on the trade date and determined using the specific identification method. The Company does not engage in trading activities.

 

Management evaluates securities for other-than-temporary impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss, whether the market decline was affected by macroeconomic conditions, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: (1) OTTI related to credit loss, which must be recognized in the income statement, and (2) OTTI related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis.

 

12



 

Loans and Allowance for Loan Losses

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of unearned interest, deferred loan fees and costs and an allowance for loan losses. Interest income is accrued on the unpaid balance of the Company’s loans and includes amortization of net deferred loan fees and costs over the loan term. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments. Accrual of interest is generally discontinued on loans 90 days past due, or on an earlier date, if management believes, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of principal or interest is doubtful. In some circumstances, a loan more than 90 days past due may continue to accrue interest if it is fully secured and in the process of collection. When a loan is classified as nonaccrual, interest previously accrued but not collected is charged back to interest income. When payments are received on nonaccrual loans they are first applied to principal, then to interest income and finally to expenses incurred for collection.

 

The allowance for loan losses is a valuation allowance for probable incurred credit losses in the loan portfolio. The allowance is increased by a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan has been established. Subsequent recoveries, if any, are credited to the allowance. The allowance consists of specific and general components. The specific component relates to specific loans that are individually classified as impaired. The allowance for loan losses is evaluated monthly based on management’s periodic review of loan collectibility in light of historical loan loss experience, the nature and volume of the loan portfolio, information about specific borrower situations and estimated collateral values and prevailing economic conditions. Although allocations of the allowance may be made for specific loans, the entire allowance is available for any loan that, in management’s judgment, should be charged-off. Management’s evaluation of loan collectibility is inherently subjective as it requires estimates that are subject to significant revision as more information becomes available or as relevant circumstances change.

 

The Company evaluates commercial, commercial real estate, construction and development and residential real estate (mortgage and home equity) loans monthly for impairment. A loan is considered impaired when, based on current information and events, full payment under the loan terms is not expected. Loans for which the terms have been modified and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings (“TDRs”) and classified as impaired. Impairment is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the loan’s collateral, if repayment of the loan is collateral dependent. A valuation allowance is maintained for the amount of impairment. Generally, loans 90 days or more past due and loans classified as nonaccrual status are considered for impairment. Impairment is considered on an entire category basis for smaller-balance loans of similar nature such as residential real estate and consumer loans, and on an individual basis for other loans. In general, consumer and credit card loans are charged-off no later than 120 days after a consumer or credit card loan becomes past due.

 

The general component covers pools of other loans not classified as impaired and is based on historical loss experience adjusted for current factors. The historical loss experience is determined by portfolio segment and is based on a rolling one year net charge-off history. This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment. These factors include consideration of the following: levels and trends in past dues; trends in charge-offs and recoveries; trends in volume and terms of loans; effects of collateral deterioration; other changes in lending policies, procedures and practices; experience, ability and depth of lending management and other relevant staff; national and local economic trends; and trends in impaired loans including impaired loans, without specific allowance for loan losses. The following portfolio segments have been identified: commercial, residential, commercial real estate, construction and development and consumer and other loans.

 

Commercial loans are made based primarily on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. Most often, this collateral is accounts receivable, inventory, equipment or real estate. Repayment is primarily dependent upon the borrower’s ability to service the debt based upon the cash flows generated from the underlying business. Secondary support involves liquidation of the pledged collateral and enforcement of a personal guarantee, if a guarantee is obtained.

 

13



 

Residential real estate (mortgage and home equity) lending consists primarily of loans secured by first or second mortgages on primary residences. The loans are collateralized by owner-occupied properties located in the Company’s market area. Mortgage title insurance is normally required on first mortgages and second mortgages $100,000 and greater. Hazard insurance is normally required on first and second mortgages.

 

Commercial real estate lending typically involves higher loan principal amounts, and the repayment of the loans generally is dependent, in large part, on sufficient income from the properties securing the loans to cover operating expenses and debt service. Economic events or governmental regulations outside of the control of the borrower or the Company may negatively impact the future cash flow and market values of the affected properties.

 

Construction and development lending involves additional risks because funds are advanced based upon values associated with the completed project, which are uncertain. Because of the uncertainties inherent in evaluating the construction cost estimates that the Company receives from its customers and other third parties, as well as the market value of the completed project and the effects of governmental regulation of real property, it is relatively difficult to evaluate accurately the total funds required to complete a project and the related loan-to-value ratio. As a result, construction and development loans often involve the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project and the ability of the borrower to sell or lease the property, rather than the ability of the borrower or guarantor to repay principal and interest.

 

The Company’s consumer and other loans are primarily made up of credit card lines, indirect dealer loans and installment loans. Credit card lines present inherent risk due to the unsecured nature of the product. The indirect dealer and installment loan portfolios represent a relatively small portion of the Company’s loan portfolio and are primarily secured by automobiles.

 

Loans Held for Sale

Loans are identified as either held for investment or held for sale upon origination. Loans held for sale are recorded at the lower of amortized cost or fair value, as determined by outside commitments from investors. Unrealized losses, if any, are recognized on a current basis by charges to earnings. Mortgage loans held for sale have historically been sold with servicing released.

 

Bank-Owned Life Insurance (“BOLI”)

The Company has purchased life insurance policies on certain officers and directors. BOLI is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

 

Premises and Equipment

Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is generally computed on the straight-line method over the estimated useful lives of the assets ranging from eight to 50 years for premises and from three to 15 years for furniture and equipment.

 

Other Real Estate Owned

Other real estate owned includes properties acquired in partial or total settlement of problem loans. Assets acquired through or instead of loan foreclosure are initially recorded at fair value less anticipated costs to sell when acquired, establishing a new basis. If fair value declines subsequent to acquisition, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed as incurred.

 

Long-term Assets

Premises and equipment and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

 

Loan Commitments and Related Financial Instruments

Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are issued.

 

14



 

Discontinued Operations

On December 4, 2009, the Company sold its group. The operating results related to the prepaid solutions group have been reflected as discontinued operations for 2009.

 

Income Taxes

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

 

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a greater than 50% likelihood of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

 

The Company recognizes interest and/or penalties related to income tax matters in income tax expense. During 2011, the Company did not record any interest or penalties related to income tax matters in income tax expense.

 

401(k) Profit Sharing Plan, ESOP and Other Retirement Plans

The West Suburban Bank 401(k) Profit Sharing Plan was established to assist the Company in recruiting and retaining its personnel. Participation in the plan is subject to certain age and service requirements. Although the Company currently intends to match a percentage of the contributions that each employee voluntarily makes to the plan, all contributions by the Company are discretionary and subject to review by the Board of Directors from time to time. The plan is also intended to enable long time employees of the Company that also participate in the ESOP to diversify their retirement savings.

 

The Bank also maintains an ESOP, which is a noncontributory tax qualified retirement plan that covers employees who have satisfied specific service requirements. Subject to review by the Board of Directors, the Bank may make contributions to the ESOP for the benefit of the participants from time to time. Dividends declared on common stock owned by the ESOP are charged against retained earnings. Dividends paid on ESOP shares are passed through to participants. Earned and allocated ESOP shares are voted by the respective participants. The appraised fair market value of all earned and allocated ESOP shares is reclassified from shareholders’ equity because participants may request that the Company, when the Company is legally permitted, purchase their ESOP shares upon termination of their employment.

 

The Company has a postretirement heathcare plan covering certain executives. Postretirement benefit costs are net of service and interest costs and amortization of gains and losses not immediately recognized.

 

The Company has deferred compensation arrangements with certain former and current executive officers and directors. Deferred compensation expense allocates the benefits over years of service.

 

Earnings Per Share

Earnings per share is calculated on the basis of the daily weighted average number of shares outstanding. ESOP shares are considered outstanding for this calculation.

 

Cash Flows

For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks and federal funds sold. Generally, federal funds are sold for one-day periods. Net cash flows are reported for customer loan, deposit, federal funds purchased and prepaid solutions card transactions.

 

Comprehensive Income

Comprehensive income includes net income and other comprehensive income. The Company’s other comprehensive income consists of the change in unrealized gains and losses on available for sale securities and change in postretirement obligations, net of reclassification adjustments and deferred tax effects.

 

15



 

Legal Proceedings

Legal proceedings, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated.

 

Restrictions on Cash

Cash on hand or on deposit with the Federal Reserve Bank of $11,559 and $10,225 was required to meet regulatory reserve and clearing requirements at year-end 2011 and 2010, respectively.

 

Dividend Restrictions

Banking regulations require maintaining certain capital levels and may limit the dividends paid by the Bank to West Suburban or by West Suburban to shareholders. (See Note 12 in the Consolidated Financial Statements for more specific disclosure.)

 

Fair Value of Financial Instruments

Fair value of financial instruments are estimated using relevant market information and other assumptions. (See Note 10 in the Consolidated Financial Statements for more specific disclosure.) Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

 

Reclassifications

Certain reclassifications have been made in prior years’ financial statements to conform to the current year’s presentation.

 

Adopted Accounting Guidance

In April 2011, the Financial Accounting Standards Board (“FASB”) issued the ASU, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.” This ASU amended Topic 310 and provides additional guidance to creditors for evaluating whether a modification or restructuring of a receivable is a TDR. The amendments in this update were effective for the first interim or annual period beginning on or after June 15, 2011 and were applied retrospectively to the beginning of the annual period of adoption. The new guidance requires creditors to evaluate modifications and restructurings of receivables using a more principles-based approach, which may result in more modifications and restructurings being considered TDRs. For purposes of measuring impairment of these receivables, an entity should apply the amendments prospectively for the first interim or annual period beginning on or after June 15, 2011. Adoption of this accounting standard update did not have a material impact on our financial condition, results of operations or financial statement disclosures.

 

Issued But Not Yet Effective Accounting Guidance

In June 2011, the FASB amended existing guidance and eliminated the option to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity. The amendment requires that comprehensive income be presented in either a single continuous statement or in two separate consecutive statements. Early adoption is permitted. The adoption of this amendment will change the presentation of the components of comprehensive income for the Company as part of the consolidated statement of shareholders’ equity.

 

16


 


 

Note 2 - Securities

 

The amortized cost, unrealized gains and losses and fair value of securities available for sale are as follows at December 31:

 

 

 

2011

 

 

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair
Value

 

U.S. Treasuries

 

$

9,865

 

$

555

 

$

 

$

10,420

 

U.S. government sponsored enterprises

 

65,784

 

1,101

 

 

66,885

 

Mortgage-backed: residential

 

298,324

 

3,988

 

(106

)

302,206

 

States and political subdivisions

 

49,733

 

1,284

 

(58

)

50,959

 

Corporate

 

23,790

 

142

 

(277

)

23,655

 

Total

 

$

447,496

 

$

7,070

 

$

(441

)

$

454,125

 

 

 

 

2010

 

 

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair
Value

 

U.S. Treasuries

 

$

92,712

 

$

585

 

$

(2,141

)

$

91,156

 

U.S. government sponsored enterprises

 

99,705

 

500

 

(2,061

)

98,144

 

Mortgage-backed: residential

 

303,229

 

5,558

 

(1,507

)

307,280

 

States and political subdivisions

 

11,726

 

183

 

(31

)

11,878

 

Corporate

 

10,217

 

 

(109

)

10,108

 

Total

 

$

517,589

 

$

6,826

 

$

(5,849

)

$

518,566

 

 

Mortgage-backed: residential securities consist of residential mortgage-backed securities issued by U.S. government sponsored enterprises and agencies, primarily Fannie Mae, Freddie Mac and Ginnie Mae, institutions which the government has affirmed its commitment to support. Corporate securities consist of investment grade corporate bonds.

 

17



 

The amortized cost, unrecognized gains and losses and fair value of securities held to maturity are as follows at December 31:

 

 

 

2011

 

 

 

Amortized
Cost

 

Gross
Unrecognized
Gains

 

Gross
Unrecognized
Losses

 

Fair
Value

 

U.S. Treasuries

 

$

30,005

 

$

3,111

 

$

 

$

33,116

 

U.S. government sponsored enterprises

 

31,623

 

1,034

 

 

32,657

 

Mortgage-backed: residential

 

163,926

 

7,686

 

(4

)

171,608

 

States and political subdivisions

 

33,481

 

832

 

(93

)

34,220

 

Total

 

$

259,035

 

$

12,663

 

$

(97

)

$

271,601

 

 

 

 

2010

 

 

 

Amortized
Cost

 

Gross
Unrecognized
Gains

 

Gross
Unrecognized
Losses

 

Fair
Value

 

U.S. Treasuries

 

$

9,956

 

$

353

 

$

 

$

10,309

 

U.S. government sponsored enterprises

 

21,656

 

566

 

 

22,222

 

Mortgage-backed: residential

 

136,095

 

6,515

 

(49

)

142,561

 

States and political subdivisions

 

47,658

 

292

 

(281

)

47,669

 

Total

 

$

215,365

 

$

7,726

 

$

(330

)

$

222,761

 

 

The amortized cost and fair value of debt securities available for sale and held to maturity at December 31, 2011 by contractual maturity are as follows:

 

 

 

Available for Sale

 

Held to Maturity

 

 

 

Amortized
Cost

 

Fair Value

 

Amortized
Cost

 

Fair Value

 

Due in 1 year or less

 

$

284

 

$

284

 

$

292

 

$

298

 

Due after 1 year through 5 years

 

100,521

 

101,107

 

64,287

 

66,161

 

Due after 5 years through 10 years

 

33,894

 

35,278

 

25,040

 

27,736

 

Due after 10 years

 

14,473

 

15,250

 

5,490

 

5,798

 

Mortgage-backed: residential

 

298,324

 

302,206

 

163,926

 

171,608

 

Total

 

$

447,496

 

$

454,125

 

$

259,035

 

$

271,601

 

 

Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Approximately $57,120 of securities are callable in 2012. Most of these callable securities were issued by U.S. government sponsored enterprises.

 

Sales of securities available for sale were as follows:

 

 

 

2011

 

2010

 

2009

 

Proceeds from sales

 

$

190,505

 

$

964

 

$

19,777

 

Gross realized gains

 

7,982

 

267

 

245

 

Gross realized losses

 

 

 

(136

)

 

Securities with a carrying value of approximately $85,413 and $94,720 at December 31, 2011 and 2010, respectively, were pledged to secure public deposits, fiduciary activities and for other purposes required or permitted by law.

 

18



 

Securities with unrealized losses at year-end 2011 and 2010 not recognized in income are presented below by the length of time the securities have been in a continuous unrealized loss position:

 

 

 

2011

 

 

 

Less than 12 Months

 

12 Months or More

 

Total

 

 

 

Fair
Value

 

Unrealized
Loss

 

Fair
Value

 

Unrealized
Loss

 

Fair
Value

 

Unrealized
Loss

 

Mortgage-backed: residential

 

$

29,707

 

$

(106

)

$

282

 

$

(4

)

$

29,989

 

$

(110

)

States and political subdivisions

 

15,350

 

(58

)

1,157

 

(93

)

16,507

 

(151

)

Corporate

 

18,434

 

(277

)

 

 

18,434

 

(277

)

Total temporarily impaired

 

$

63,491

 

$

(441

)

$

1,439

 

$

(97

)

$

64,930

 

$

(538

)

 

 

 

2010

 

 

 

Less than 12 Months

 

12 Months or More

 

Total

 

 

 

Fair
Value

 

Unrealized
Loss

 

Fair
Value

 

Unrealized
Loss

 

Fair
Value

 

Unrealized
Loss

 

U.S. Treasuries

 

$

60,937

 

$

(2,141

)

$

 

$

 

$

60,937

 

$

(2,141

)

U.S. government sponsored enterprises

 

80,386

 

(2,061

)

 

 

80,386

 

(2,061

)

Mortgage-backed: residential

 

86,467

 

(1,507

)

654

 

(49

)

87,121

 

(1,556

)

States and political subdivisions

 

5,863

 

(292

)

1,227

 

(20

)

7,090

 

(312

)

Corporate

 

10,108

 

(109

)

 

 

10,108

 

(109

)

Total temporarily impaired

 

$

243,761

 

$

(6,110

)

$

1,881

 

$

(69

)

$

245,642

 

$

(6,179

)

 

Other-Than-Temporary Impairment Evaluation

Management evaluates securities for OTTI at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Investment securities classified as available for sale or held to maturity are generally evaluated for OTTI under FASB guidance “Investments in Debt and Equity Securities.”

 

In determining OTTI on debt securities, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost; (2) the financial condition and near-term prospects of the issuer; (3) whether the market decline was affected by macroeconomic conditions; and (4) whether the Company has the intent to sell the debt security or whether it is more likely than not the Company will be required to sell the debt security before its anticipated recovery. The assessment of whether OTTI exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

 

When management determines that OTTI exists, the amount of the OTTI recognized in earnings depends on whether the Company intends to sell the security or whether it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If the Company intends to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, the OTTI is recognized in earnings in an amount equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, the OTTI is separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total OTTI related to other factors is recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the portion of the OTTI recognized in earnings becomes the new amortized cost basis of the investment.

 

The unrealized losses at December 31, 2011 were in states and political subdivisions, mortgage-backed: residential and corporate securities. Because the decline in fair value on the debt securities in unrealized losses is attributable to changes in interest rates and illiquidity, and not credit quality, and because the Company does not have the intent to

 

19



 

sell these securities and management believes it is not more likely than not that the Company will be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at December 31, 2011.

 

The Company held one municipal security with a carrying value of $19,000 and $30,000 at December 31, 2011 and 2010, respectively, that was in excess of 10% of the Company’s shareholders’ equity. The security was issued by a local municipality, is a general obligation bond and is classified by the Company as held to maturity.

 

Note 3 - Loans

 

Major classifications of loans were as follows at December 31:

 

 

 

2011

 

2010

 

Commercial

 

$

278,969

 

$

253,746

 

Commercial real estate

 

284,065

 

272,856

 

Construction and development

 

79,197

 

138,959

 

Residential real estate:

 

 

 

 

 

Mortgage

 

151,378

 

150,248

 

Home equity

 

178,819

 

206,191

 

Consumer and other

 

11,715

 

14,344

 

Total

 

984,143

 

1,036,344

 

Allowance for loan losses

 

(27,584

)

(28,072

)

Loans, net

 

$

956,559

 

$

1,008,272

 

 

The Company makes commercial, residential real estate and consumer loans primarily to customers throughout the western suburbs of Chicago. From time to time, the Company will make loans outside of its market area. There were $1,192 of loans held for sale at December 31, 2011, which were included in the residential real estate: mortgage classification. There were no loans held for sale at December 31, 2010.

 

Changes in the allowance for loan losses by portfolio segment for the year ended December 31, 2011 were as follows:

 

 

 

Commercial

 

Commercial
Real
Estate

 

Construction
and
Development

 

Residential
Real
Estate

 

Consumer
and Other

 

Total

 

Balance, beginning of year

 

$

12,638

 

$

4,179

 

$

6,243

 

$

4,308

 

$

704

 

$

28,072

 

Provision for loan losses

 

8,349

 

(1,104

)

2,536

 

2,020

 

127

 

11,928

 

Loans charged-off

 

(5,817

)

(85

)

(5,036

)

(1,783

)

(413

)

(13,134

)

Recoveries

 

34

 

 

527

 

36

 

121

 

718

 

Balance, end of year

 

$

15,204

 

$

2,990

 

$

4,270

 

$

4,581

 

$

539

 

$

27,584

 

 

Changes in the allowance for loan losses were as follows for the years ended December 31:

 

 

 

2010

 

2009

 

Balance, beginning of year

 

$

25,922

 

$

15,578

 

Provision for loan losses

 

18,725

 

24,925

 

Loans charged-off

 

(16,820

)

(14,952

)

Recoveries

 

245

 

371

 

Balance, end of year

 

$

28,072

 

$

25,922

 

 

20



 

The balance of the allowance for loan losses and the recorded investment (which does not include accrued interest) in loans by portfolio segment and based on impairment method were as follows:

 

 

 

Commercial

 

Commercial
Real
Estate

 

Construction
and
Development

 

Residential
Real
Estate

 

Consumer
and Other

 

Total

 

December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses attributable to loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

5,568

 

$

805

 

$

 

$

331

 

$

 

$

6,704

 

Collectively evaluated for impairment

 

9,636

 

2,185

 

4,270

 

4,250

 

539

 

20,880

 

Total ending allowance balance

 

$

15,204

 

$

2,990

 

$

4,270

 

$

4,581

 

$

539

 

$

27,584

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

36,272

 

$

20,066

 

$

21,099

 

$

13,130

 

$

 

$

90,567

 

Collectively evaluated for impairment

 

242,697

 

263,999

 

58,098

 

317,067

 

11,715

 

893,576

 

Total ending loan balance

 

$

278,969

 

$

284,065

 

$

79,197

 

$

330,197

 

$

11,715

 

$

984,143

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses attributable to loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

2,137

 

$

250

 

$

2,485

 

$

 

$

 

$

4,872

 

Collectively evaluated for impairment

 

10,501

 

3,929

 

3,758

 

4,308

 

704

 

23,200

 

Total ending allowance balance

 

$

12,638

 

$

4,179

 

$

6,243

 

$

4,308

 

$

704

 

$

28,072

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

41,184

 

$

14,372

 

$

70,513

 

$

8,937

 

$

 

$

135,006

 

Collectively evaluated for impairment

 

212,562

 

258,484

 

68,446

 

347,502

 

14,344

 

901,338

 

Total ending loan balance

 

$

253,746

 

$

272,856

 

$

138,959

 

$

356,439

 

$

14,344

 

$

1,036,344

 

 

21



 

Loans individually evaluated for impairment by class of loans were as follows:

 

 

 

Unpaid
Principal
Balance

 

Recorded
Investment

 

Allowance for
Loan Losses
Allocated

 

December 31, 2011

 

 

 

 

 

 

 

With no related allowance recorded:

 

 

 

 

 

 

 

Commercial

 

$

31,667

 

$

25,062

 

$

 

Commercial real estate

 

11,154

 

11,154

 

 

Construction and development

 

25,175

 

21,099

 

 

Residential real estate:

 

 

 

 

 

 

 

Mortgage

 

9,021

 

8,844

 

 

Home equity

 

1,544

 

1,508

 

 

With an allowance recorded:

 

 

 

 

 

 

 

Commercial

 

11,211

 

11,211

 

5,568

 

Commercial real estate

 

9,183

 

8,911

 

805

 

Residential real estate:

 

 

 

 

 

 

 

Mortgage

 

2,778

 

2,778

 

331

 

Total

 

$

101,733

 

$

90,567

 

$

6,704

 

 

 

 

 

 

 

 

 

December 31, 2010

 

 

 

 

 

 

 

With no related allowance recorded:

 

 

 

 

 

 

 

Commercial

 

$

39,142

 

$

34,740

 

$

 

Commercial real estate

 

13,563

 

13,563

 

 

Construction and development

 

56,737

 

51,871

 

 

Residential real estate:

 

 

 

 

 

 

 

Mortgage

 

8,224

 

8,164

 

 

Home equity

 

773

 

773

 

 

With an allowance recorded:

 

 

 

 

 

 

 

Commercial

 

8,799

 

6,444

 

2,137

 

Commercial real estate

 

1,081

 

809

 

250

 

Construction and development

 

23,073

 

18,642

 

2,485

 

Total

 

$

151,392

 

$

135,006

 

$

4,872

 

 

Impaired loans were summarized as follows at December 31, 2009:

 

Year-end loans with no allocated allowance for loan losses

 

$

30,754

 

Year-end loans with allocated allowance for loan losses

 

14,636

 

Total

 

$

45,390

 

 

 

 

 

Amount of the allowance for loan losses allocated to impaired loans at year-end

 

$

1,527

 

 

22


 


 

Average impaired loans by class were as follows at December 31:

 

 

 

2011

 

Commercial

 

$

36,813

 

Commercial real estate

 

14,597

 

Construction and development

 

40,450

 

Residential real estate:

 

 

 

Mortgage

 

9,072

 

Home equity

 

1,172

 

Total

 

$

102,104

 

 

Average impaired loans at December 31, 2010 and 2009 were $64,852 and $47,768, respectively.

 

Interest income recognized during impairment was $1,552, $1,325 and $301 for the years ended December 31, 2011, 2010 and 2009, respectively.

 

Nonperforming loans and loans past due 90 days or more still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

 

The recorded investment in nonaccrual and loans past due 90 days or more still on accrual by class of loans was as follows:

 

 

 

Nonaccrual

 

Loans Past Due
90 Days or More
Still on Accrual

 

December 31, 2011

 

 

 

 

 

Commercial

 

$

27,141

 

$

 

Commercial real estate

 

1,115

 

 

Construction and development

 

22,197

 

 

Residential real estate:

 

 

 

 

 

Mortgage

 

2,232

 

72

 

Home equity

 

161

 

205

 

Consumer and other

 

212

 

9

 

Total

 

$

53,058

 

$

286

 

 

 

 

 

 

 

December 31, 2010

 

 

 

 

 

Commercial

 

$

22,224

 

$

4

 

Commercial real estate

 

6,586

 

 

Construction and development

 

47,951

 

 

Residential real estate:

 

 

 

 

 

Mortgage

 

1,919

 

108

 

Home equity

 

1,664

 

 

Consumer and other

 

 

79

 

Total

 

$

80,344

 

$

191

 

 

 

Loans past due 90 days or more still on accrual are considered to be well-collateralized and in the process of collection as of December 31, 2011.

 

23



 

The aging of the recorded investment in past due loans were as follows:

 

 

 

30 - 59
Days
Past Due

 

60 - 89
Days
Past Due

 

90 Days
or More
Past Due

 

Total
Past Due

 

Loans Not
Past Due

 

Total

 

December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

1,030

 

$

471

 

$

26,903

 

$

28,404

 

$

250,565

 

$

278,969

 

Commercial real estate

 

1,118

 

2,790

 

809

 

4,717

 

279,348

 

284,065

 

Construction and development

 

1,099

 

2,070

 

19,028

 

22,197

 

57,000

 

79,197

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage

 

2,310

 

1,203

 

2,304

 

5,817

 

145,561

 

151,378

 

Home equity

 

1,048

 

526

 

365

 

1,939

 

176,880

 

178,819

 

Consumer and other

 

143

 

39

 

222

 

404

 

11,311

 

11,715

 

Total

 

$

6,748

 

$

7,099

 

$

49,631

 

$

63,478

 

$

920,665

 

$

984,143

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

324

 

$

5,652

 

$

20,807

 

$

26,783

 

$

226,963

 

$

253,746

 

Commercial real estate

 

619

 

 

6,586

 

7,205

 

265,651

 

272,856

 

Construction and development

 

 

 

47,951

 

47,951

 

91,008

 

138,959

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage

 

2,280

 

1,063

 

2,026

 

5,369

 

144,879

 

150,248

 

Home equity

 

49

 

237

 

1,504

 

1,790

 

204,401

 

206,191

 

Consumer and other

 

82

 

97

 

79

 

258

 

14,086

 

14,344

 

Total

 

$

3,354

 

$

7,049

 

$

78,953

 

$

89,356

 

$

946,988

 

$

1,036,344

 

 

During the year ended December 31, 2011, the terms of certain loans were modified as TDRs. The modification of the terms of such loans included one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan.

 

Modifications involving a reduction of the stated interest rate of the loan were for interest rates ranging from 2.0% to 7.1% and periods ranging from six months to 30 years. Modifications involving an extension of the maturity date were for periods ranging from one month to 12 months.

 

At December 31, 2011, the Company had $37,711 of loans considered TDRs, which are considered impaired loans, compared to $21,555 as of December 31, 2010. As of December 31, 2011, the Company has specifically allocated allowance for loan losses of $1,584 on $14,375 of loans considered to be TDRs. The remaining $23,336 of TDRs did not have impaired cash flows or are considered to be collateral dependent and do not have specific allocations of the allowance due to partial charge-offs and the loans being well-collateralized. Management has not committed to lend additional amounts to customers with outstanding loans that are classified as TDRs.

 

24



 

The following table presents loans by class modified as TDRs during the year ended December 31, 2011:

 

 

 

Number of
Loans

 

Pre-Modification
Outstanding
Recorded
Investment

 

Post-Modification
Outstanding
Recorded
Investment

 

 

 

 

 

 

 

 

 

Commercial

 

9

 

$

4,087

 

$

4,086

 

Commercial real estate

 

11

 

12,791

 

12,810

 

Residential real estate:

 

 

 

 

 

 

 

Mortgage

 

18

 

4,088

 

4,217

 

Home equity

 

2

 

949

 

989

 

Total

 

40

 

$

21,915

 

$

22,102

 

 

The following table presents loans by class modified as TDRs during the year ended December 31, 2011 for which there was a payment default during the year ended December 31, 2011:

 

 

 

Number of
Loans

 

Recorded
Investment

 

 

 

 

 

 

 

Commercial real estate

 

3

 

$

1,742

 

Residential real estate: mortgage

 

5

 

927

 

Total

 

8

 

$

2,669

 

 

A loan is considered to be in payment default once it is 90 days past due under the modified contractual terms. Loans less than $100 will not be evaluated for impairment under TDR accounting guidance.

 

The TDRs that subsequently defaulted described above did not increase the allowance for loan losses and did not result in any charge-offs during the year ended December 31, 2011, as these loans were considered to be collateral dependent and well-collateralized.

 

The terms of certain other loans were modified during the year ended December 31, 2011 that did not meet the definition of a TDR. These loans have a total recorded investment as of December 31, 2011 of $17,425. The modification of these loans involved either a modification of the terms of a loan to borrowers who were not experiencing financial difficulties or a delay in a payment that was considered to be insignificant.

 

In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy.

 

The Company categorizes its non-homogeneous loans into risk categories based on relevant information about the ability of borrowers to service their debt such as, among other factors: current financial information; historical payment experience; credit documentation; public information; and current economic trends. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis includes certain non-homogeneous loans, such as commercial, commercial real estate and construction and development loans. This analysis is done annually on a loan by loan basis. The Company uses the following definitions for classified risk ratings:

 

Substandard: Loans designated as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

 

25



 

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

 

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. The risk categories of loans were as follows:

 

 

 

Classified

 

Pass

 

Total

 

December 31, 2011

 

 

 

 

 

 

 

Commercial

 

$

43,143

 

$

235,826

 

$

278,969

 

Commercial real estate

 

29,666

 

254,399

 

284,065

 

Construction and development

 

28,493

 

50,704

 

79,197

 

Total

 

$

101,302

 

$

540,929

 

$

642,231

 

 

 

 

 

 

 

 

 

December 31, 2010

 

 

 

 

 

 

 

Commercial

 

$

56,323

 

$

197,423

 

$

253,746

 

Commercial real estate

 

15,970

 

256,886

 

272,856

 

Construction and development

 

77,350

 

61,609

 

138,959

 

Total

 

$

149,643

 

$

515,918

 

$

665,561

 

 

The classified construction and development loans decreased to $28.5 million as of December 31, 2011 from $77.4 million as of December 31, 2010, primarily as a result of transfers of loans to other real estate owned.

 

The Company considers the performance of the loan portfolio and its impact on the allowance for loan losses. For residential and consumer loan classes, the Company evaluates credit quality based on the payment and aging status of the loan. Payment status is reviewed on a daily basis by the Bank’s collection department and on a monthly basis with respect to determining adequacy of the allowance for loan losses.

 

The Company generally sells mortgage loans with servicing rights released. Activity in mortgage loans originated for sale was as follows:

 

 

 

2011

 

2010

 

2009

 

Origination of loans originated for sale

 

$

1,526

 

$

 

$

50,847

 

Proceeds from sales of loans originated for sale

 

338

 

 

53,168

 

Net gains on sales of loans originated for sale

 

4

 

 

553

 

 

As part of an overall strategy to improve the Bank’s interest rate risk and to maintain strong regulatory capital in the present economic environment, the Company sold $64,716 of portfolio residential loans during the fourth quarter of 2010 at a gain of $2,803. The loans sold were fully amortizing first mortgage loans that had a lower yield, yet above the market rates at the time of sale. The sale was on a non-recourse basis, with servicing retained by the Company. The Company does not currently expect that portfolio loan sales will be part of management’s strategy, and therefore the Company does not expect that additional loans will be classified as held for sale.

 

At December 31, 2011, the outstanding balance of these serviced loans totaled $46,397. The related mortgage servicing rights and amortization of the mortgage servicing rights was not material.

 

26



 

Note 4 - Premises and Equipment

 

Major classifications of assets comprising premises and equipment are summarized as follows at December 31:

 

 

 

2011

 

2010

 

Land

 

$

15,740

 

$

15,263

 

Premises

 

51,810

 

48,168

 

Furniture and equipment

 

51,802

 

50,671

 

Total

 

119,352

 

114,102

 

Less accumulated depreciation

 

(74,222

)

(71,901

)

Premises and equipment, net

 

$

45,130

 

$

42,201

 

 

The Company leases certain branch properties and equipment under operating leases. Rent expense was $632, $649 and $454 for 2011, 2010 and 2009, respectively. Rent commitments before considering renewal options that generally are present, are summarized as follows:

 

2012

 

$

402

 

2013

 

300

 

2014

 

298

 

2015

 

235

 

2016

 

151

 

Total

 

$

1,386

 

 

Note 5 - Other Real Estate Owned

 

Activity in other real estate owned was as follows at December 31:

 

 

 

2011

 

2010

 

Beginning balance

 

$

20,479

 

$

25,994

 

Acquired through or instead of loan foreclosure

 

55,386

 

7,502

 

Reductions from sales

 

(46,452

)

(7,480

)

Write-downs

 

(5,908

)

(5,537

)

Ending balance

 

$

23,505

 

$

20,479

 

 

Other real estate owned is reported net of a valuation allowance of $3,625 as of December 31, 2011 and 2010. There were no changes in the valuation allowance during the year ended December 31, 2011. Expenses, excluding write-downs relating to other real estate owned, for 2011, 2010 and 2009 were $2,170, $1,348 and $460, respectively.

 

Activity in the valuation allowance on other real estate owned was as follows:

 

 

 

2011

 

2010

 

Beginning balance

 

$

3,625

 

$

 

Additions charged to expense

 

 

3,625

 

Write-downs

 

 

 

Ending balance

 

$

3,625

 

$

3,625

 

 

27



 

Note 6 - Deposits

 

The major categories of deposits are summarized as follows at December 31:

 

 

 

2011

 

2010

 

Demand-noninterest-bearing

 

$

152,955

 

$

152,064

 

Prepaid solutions card deposits

 

5,810

 

29,161

 

NOW

 

357,351

 

349,246

 

Money market checking

 

444,942

 

422,465

 

Savings

 

372,067

 

346,539

 

Time deposits

 

 

 

 

 

Less than $100,000

 

301,154

 

348,930

 

$100,000 and greater

 

105,265

 

130,022

 

Total

 

$

1,739,544

 

$

1,778,427

 

 

At December 31, 2011, the scheduled maturities of time deposits were as follows:

 

2012

 

$

235,929

 

2013

 

103,416

 

2014

 

26,270

 

2015

 

29,976

 

2016

 

10,660

 

Thereafter

 

168

 

Total

 

$

406,419

 

 

At December 31, 2011 and 2010, the Company did not have brokered deposits.

 

Note 7 - Income Taxes

 

Income tax expense (benefit) is as follows for the years ended December 31:

 

 

 

2011

 

2010

 

2009

 

Current tax expense (benefit)

 

 

 

 

 

 

 

Federal

 

$

444

 

$

2,059

 

$

(2,199

)

State

 

 

 

 

Deferred tax expense (benefit)

 

1,504

 

(4,157

)

(5,603

)

Total

 

$

1,948

 

$

(2,098

)

$

(7,802

)

 

A reconciliation between taxes computed at the statutory federal income tax rate and the consolidated effective tax rates follows:

 

 

 

2011

 

2010

 

2009

 

Statutory federal income tax rate

 

35.0

%

(35.0

)%

(35.0

)%

(Decrease) increase in taxes resulting from:

 

 

 

 

 

 

 

Tax-exempt income

 

(7.6

)%

(61.8

)%

(8.8

)%

State income taxes, net of federal tax benefit

 

4.2

%

(24.0

)%

(10.1

)%

Dividends on ESOP shares

 

(0.9

)%

(41.8

)%

(22.0

)%

Bank-owned life insurance

 

4.0

%

(63.5

)%

(11.1

)%

Change in tax rates

 

(11.6

)%

 

 

Other items, net

 

(3.1

)%

3.9

%

0.1

%

Effective tax rate

 

20.0

%

(222.2

)%

(86.9

)%

 

28



 

The temporary differences which created deferred tax assets and liabilities at December 31 are summarized below:

 

 

 

2011

 

2010

 

Deferred tax assets

 

 

 

 

 

Allowance for loan losses

 

$

11,358

 

$

11,157

 

Deferred compensation

 

1,125

 

3,369

 

Nonaccrual loan interest income

 

 

2,352

 

Bad debt conformity recoveries

 

2,176

 

 

Pension obligation adjustment

 

706

 

200

 

State net operating loss

 

1,906

 

1,763

 

Other real estate owned

 

2,879

 

2,110

 

AMT credit

 

119

 

 

Other

 

 

210

 

Total deferred tax assets

 

20,269

 

21,161

 

Deferred tax liabilities

 

 

 

 

 

Net unrealized gain on securities available for sale

 

2,730

 

389

 

Depreciation

 

725

 

343

 

Federal Home Loan Bank stock dividends

 

633

 

611

 

Deposit base intangible

 

302

 

286

 

Qualified prepaid expenses

 

413

 

352

 

Other

 

104

 

 

Total deferred tax liabilities

 

4,907

 

1,981

 

Net deferred tax assets

 

$

15,362

 

$

19,180

 

 

In 2010, the State of Illinois passed new tax legislation that restricts companies from utilizing state net operating loss carry forwards to offset state income tax expense for the years 2011-2013. At December 31, 2011, the Company had state net operating loss carry forwards totaling approximately $37,832, which expire at various dates beginning in 2021. As of December 31, 2011, the Company believes that it will generate sufficient taxable income to utilize the net operating loss carry forwards prior to expiration, and therefore, no valuation allowance has been established.

 

Based on the carry back available and expected future taxable income, management believes it is more likely than not that the remaining deferred tax asset as of December 31, 2011 and 2010, will be realized. Therefore, no valuation allowance has been established.

 

There were no unrecognized tax benefits as of December 31, 2011 and 2010. The Company does not expect a significant change in the unrecognized tax benefit in the next twelve months.

 

The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of the State of Illinois. The Company is no longer subject to examination by taxing authorities for years before 2008.

 

Note 8 - Benefit Plans

 

The Bank maintains the West Suburban Bank 401(k) Profit Sharing Plan (the “401(k) Plan”), which currently serves as the Company’s principal retirement plan. The 401(k) Plan was established to address the limited availability of West Suburban common stock for acquisition by the ESOP and to offer participants an avenue to diversify their retirement savings. The Company recorded expenses totaling $649, $625 and $668 during 2011, 2010 and 2009, respectively, for contributions to the 401(k) Plan.

 

The Bank also maintains an ESOP, which is a noncontributory tax qualified retirement plan that covers employees who have satisfied specific service requirements. The ESOP provides incentives to employees by granting participants an interest in West Suburban common stock, which represents the ESOP’s primary investment.

 

29



 

At December 31, 2011 and 2010, the ESOP held 89,348 and 90,775 shares of West Suburban common stock, respectively, that were allocated to ESOP participants. Upon termination of their employment, participants who elect to receive their benefit distributions in the form of West Suburban common stock may request the Company to purchase, when the Company is legally permitted to purchase its common stock, the common stock distributed at the appraised fair market value during two 60-day periods. The first purchase period begins on the date the benefit is distributed and the second purchase period begins on the first anniversary of the distribution date. This contingent repurchase obligation is reflected in the Company’s financial statements as “Common stock in ESOP subject to contingent repurchase obligation” and reduces shareholders’ equity by an amount that represents the independently appraised fair market value of all West Suburban common stock held by the ESOP and allocated to participants, without regard to whether it is likely that the shares would be distributed or that the recipients of the shares would be likely to exercise their right to require the Company to purchase the shares.

 

During 2011 and 2010, the ESOP distributed $137 and $434, respectively, in cash representing the interests of participants. In addition, the ESOP distributed 1,427 shares of West Suburban common stock in 2011 and 542 shares in 2010.

 

An individual account is established for each participant under the 401(k) Plan and the ESOP, and the benefits payable upon retirement, termination, disability or death are based upon service, the amount of the employer’s, and for the 401(k) Plan, an employee’s, contributions and any income, expenses, gains and losses and forfeitures allocated to the participant’s account.

 

The Company maintains deferred compensation arrangements with certain former and current executive officers and certain members of the Board of Directors. The deferred compensation expense was $100, $150 and $165 for the years ended December 31, 2011, 2010 and 2009, respectively. Executive officers can elect to defer the payment of a percentage of their salaries and cash bonuses, if any, and members of the Board of Directors can elect to defer the payment of their directors’ fees. In addition, the Company can elect to make annual contributions for the benefit of current participants in the Company’s deferred compensation arrangements. The annual contributions for certain senior executive officers in 2011, 2010 and 2009 were $25 per officer. There were no annual contributions for certain other executive officers in 2011 and 2010 and $5 in annual contributions in 2009. An additional $50 was contributed to the plan in 2010 for the benefit of a former senior executive officer in conjunction with a severance payment.

 

The total accumulated liability for all deferred compensation arrangements was $2,733 and $8,478 at December 31, 2011 and 2010, respectively. These amounts are included in accrued interest and other liabilities in the consolidated balance sheets. During 2011, the Company disbursed $6,077 to certain participants of its deferred compensation plan in connection with the termination of a portion of the deferred compensation plan.

 

The Company maintains a noncontributory postretirement benefit plan covering certain senior executives. The plan provides postretirement medical, dental and long term care coverage for certain executives and their surviving spouses. The eligible retirement age under the plan is age 62. The Company used a December 31 measurement date for its postretirement benefit plan. The plan is unfunded.

 

30



 

Information about changes during 2011 and 2010 in obligations of the postretirement benefit plan follows:

 

 

 

2011

 

2010

 

Change in benefit obligation:

 

 

 

 

 

Beginning benefit obligation

 

$

1,088

 

$

993

 

Service cost

 

31

 

34

 

Interest cost

 

57

 

58

 

Actuarial loss (gain)

 

93

 

23

 

Benefits paid

 

(21

)

(20

)

Ending benefit obligation

 

1,248

 

1,088

 

 

 

 

 

 

 

Change in plan assets, at fair value:

 

 

 

 

 

Beginning plan assets

 

 

 

Employer contributions

 

21

 

20

 

Benefits paid

 

(21

)

(20

)

Ending plan assets

 

 

 

 

 

 

 

 

 

Unfunded status at December 31

 

$

1,248

 

$

1,088

 

 

Amounts recognized in accumulated other comprehensive loss at December 31 consist of:

 

 

 

2011

 

2010

 

Net actuarial loss

 

$

363

 

$

293

 

Prior service cost

 

190

 

211

 

Total

 

$

553

 

$

504

 

 

The accumulated benefit obligation was $1,248 and $1,088 at December 31, 2011 and 2010, respectively.

 

Net postretirement benefit costs included the following components for the years ended December 31:

 

 

 

2011

 

2010

 

2009

 

Service cost

 

$

31

 

$

34

 

$

41

 

Interest cost

 

57

 

58

 

61

 

Amortization of unrecognized prior service cost

 

21

 

21

 

21

 

Amortization of net loss

 

22

 

21

 

27

 

Net periodic postretirement benefit cost

 

131

 

134

 

150

 

 

 

 

 

 

 

 

 

Net loss (gain)

 

93

 

23

 

(70

)

Prior service cost

 

 

 

 

Amortization of net loss

 

(22

)

(21

)

(27

)

Amortization of prior service cost

 

(21

)

(21

)

(21

)

Total recognized in other comprehensive income

 

50

 

(19

)

(118

)

Postretirement benefit cost and other comprehensive loss

 

$

181

 

$

115

 

$

32

 

 

The estimated net loss and the prior service cost for the defined postretirement benefit plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year are $33 and $21, respectively.

 

The discount rate used to determine the benefit obligations in 2011 and 2010 was 4.50% and 5.25%, respectively. The discount rate used to determine the net periodic benefit costs in 2011, 2010 and 2009 was 5.25%, 5.95% and 6.25%, respectively.

 

31



 

For measurement purposes, an 8% annual rate of increase in the per capita premium cost of covered health care benefits was assumed for 2012, with the rate of increase reducing .5% per annum to an ultimate rate of increase of 5% in 2018. Dental benefits were assumed to increase 5% for 2012, which rate of increase is assumed to apply to future periods.

 

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

 

 

 

One-Percentage-Point
Increase

 

One-Percentage-Point
Decrease

 

Effect on total service and interest cost

 

$

13

 

$

(11

)

Effect on accumulated postretirement benefit obligation

 

191

 

(160

)

 

The Company expects to contribute amounts in 2012 to satisfy its obligations. The following benefit payments, which reflect expected future service, are expected for the years indicated:

 

2012

 

$

13

 

2013

 

21

 

2014

 

28

 

2015

 

37

 

2016

 

48

 

Following 5 Years

 

330

 

 

Note 9 - Off-Balance Sheet Risk, Contingent Liabilities and Guarantees

 

The Company is a party to off-balance sheet financial instruments to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These financial instruments involve, to varying degrees, elements of credit and interest rate risks. Such financial instruments are recorded when funded.

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the agreement. These commitments primarily consist of unused lines of credit, undrawn portions of construction and development loans and commitments to make new loans. Commitments generally have fixed expiration dates or other termination provisions and may require the payment of a fee. Since many of the commitments are expected to expire without being exercised or drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

 

The Company’s exposure to credit risk in connection with commitments to extend credit and standby letters of credit is the contractual amount of those instruments before considering customer collateral or ability to repay. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. The Company generally requires collateral or other security to support financial instruments with credit risk. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company, is based on management’s credit evaluation of the customer. Collateral held varies and may include accounts receivable, inventory and equipment or commercial or residential properties.

 

32



 

A summary of the contractual exposure to off-balance sheet risk as of December 31 follows:

 

 

 

2011

 

2010

 

 

 

Fixed
Rate

 

Variable
Rate

 

Total

 

Fixed
Rate

 

Variable
Rate

 

Total

 

Commercial loans and lines of credit

 

$

2,522

 

$

120,710

 

$

123,232

 

$

821

 

$

117,484

 

$

118,305

 

Check credit lines of credit

 

867

 

 

867

 

919

 

 

919

 

Mortgage loans

 

5,258

 

 

5,258

 

5,141

 

 

5,141

 

Home equity lines of credit

 

1,379

 

129,021

 

130,400

 

654

 

135,767

 

136,421

 

Letters of credit

 

 

6,537

 

6,537

 

 

11,814

 

11,814

 

Credit card lines of credit

 

 

29,349

 

29,349

 

 

37,483

 

37,483

 

Total

 

$

10,026

 

$

285,617

 

$

295,643

 

$

7,535

 

$

302,548

 

$

310,083

 

 

Fixed rate commercial loan commitments at December 31, 2011 had interest rates ranging from 4.0% to 7.2% with terms ranging from one month to five years. Fixed rate check credit lines of credit at December 31, 2011 had interest rates of 18.0%. Fixed rate mortgage loan commitments at December 31, 2011 had interest rates ranging from 3.5% to 5.0% with terms ranging from 10 to 30 years. Fixed rate home equity lines of credit at December 31, 2011 had interest rates ranging from 3.0% to 7.0% with terms ranging from three months to four years.

 

Note 10 - Fair Value of Financial Instruments

 

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

 

Level 1 — Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 — Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

 

Securities:  The fair value of securities is determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair value is calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair value is calculated using discounted cash flows or other market indicators (Level 3). At December 31, 2011, the Company had one municipal security where the fair value was determined using Level 3 inputs. This security was purchased during 2011. There were no such securities at December 31, 2010. There were no transfers between Level 1 and Level 2 during 2011 and 2010.

 

Impaired Loans:  The fair value of impaired loans secured by real estate with specific allocations of the allowance for loan losses is based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches, including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

 

Other Real Estate Owned:  Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate owned are measured at the lower of carrying amount or fair value, less costs to sell.

 

33



 

Fair values are based on third party appraisals of the property, resulting in a Level 3 classification. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized.

 

Assets and liabilities measured at fair value on a recurring basis and a non-recurring basis, are as follows at year end:

 

 

 

Carrying
Value

 

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

2011 Recurring basis

 

 

 

 

 

 

 

 

 

U.S. Treasuries

 

$

10,420

 

$

10,420

 

$

 

$

 

U.S. government sponsored enterprises

 

66,885

 

 

66,885

 

 

Mortgage-backed: residential

 

302,206

 

 

302,206

 

 

State and political subdivisions

 

50,959

 

 

50,382

 

577

 

Corporate

 

23,655

 

 

23,655

 

 

Total securities available for sale

 

$

454,125

 

$

10,420

 

$

443,128

 

$

577

 

 

 

 

 

 

 

 

 

 

 

2010 Recurring basis

 

 

 

 

 

 

 

 

 

U.S. Treasuries

 

$

91,156

 

$

91,156

 

$

 

$

 

U.S. government sponsored enterprises

 

98,144

 

 

98,144

 

 

Mortgage-backed: residential

 

307,280

 

 

307,280

 

 

State and political subdivisions

 

11,878

 

 

11,878

 

 

Corporate

 

10,108

 

 

10,108

 

 

Total securities available for sale

 

$

518,566

 

$

91,156

 

$

427,410

 

$

 

 

 

 

 

 

 

 

 

 

 

2011 Non-recurring basis

 

 

 

 

 

 

 

 

 

Impaired loans:

 

 

 

 

 

 

 

 

 

Commercial

 

$

8,697

 

$

 

$

 

$

8,697

 

Commercial real estate

 

8,106

 

 

 

8,106

 

Construction and development

 

4,840

 

 

 

4,840

 

Residential real estate

 

2,447

 

 

 

2,447

 

Other real estate owned:

 

 

 

 

 

 

 

 

 

Construction and development

 

8,560

 

 

 

8,560

 

Commercial real estate

 

3,484

 

 

 

3,484

 

 

 

 

 

 

 

 

 

 

 

2010 Non-recurring basis

 

 

 

 

 

 

 

 

 

Impaired loans:

 

 

 

 

 

 

 

 

 

Commercial

 

$

4,307

 

$

 

$

 

$

4,307

 

Commercial real estate

 

559

 

 

 

559

 

Construction and development

 

16,157

 

 

 

16,157

 

Other real estate owned:

 

 

 

 

 

 

 

 

 

Construction and development

 

10,919

 

 

 

10,919

 

Commercial real estate

 

984

 

 

 

984

 

 

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $30,795 with a valuation allowance of $6,704 at December 31, 2011. At December 31, 2010, impaired loans had a carrying amount of $25,895, with a valuation allowance of $4,872. Provision for loan losses made for these loans for 2011 and 2010 was $7,588 and $4,872, respectively.

 

34



 

Other real estate owned, which are at fair value less costs to sell, had a net carrying amount of $12,044, which consisted of the outstanding balance of $15,669, net of a valuation allowance of $3,625 at December 31, 2011. Write-downs on the other real estate owned totaled $5,908 and $5,537 during 2011 and 2010, respectively. At December 31, 2010, other real estate owned had a carrying amount of $11,903, which consisted of the outstanding balance of $15,528, net of a valuation allowance of $3,625.

 

Carrying values and estimated fair values of the Company’s financial instruments as of December 31 are set forth in the table below:

 

 

 

2011

 

2010

 

 

 

Carrying
Value

 

Estimated
Fair Value

 

Carrying
Value

 

Estimated
Fair Value

 

Financial assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

116,325

 

$

116,325

 

$

70,690

 

$

70,690

 

Securities

 

 

 

 

 

 

 

 

 

Available for sale

 

454,125

 

454,125

 

518,566

 

518,566

 

Held to maturity

 

259,035

 

271,601

 

215,365

 

222,761

 

Federal Home Loan Bank stock

 

7,599

 

N/A

 

7,599

 

N/A

 

Loans, less allowance for loan losses

 

956,559

 

994,934

 

1,008,272

 

1,018,030

 

Accrued interest receivable

 

5,342

 

5,342

 

5,217

 

5,217

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

Deposits

 

1,739,544

 

1,748,988

 

1,778,427

 

1,791,761

 

Accrued interest payable

 

2,471

 

2,471

 

3,431

 

3,431

 

 

Estimated fair value for cash and cash equivalents, accrued interest receivable and payable, demand deposits and variable rate loans or deposits that reprice frequently and fully are each based on carrying value. For fixed rate loans or deposits and for variable rate loans or deposits with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to estimated life and credit. Fair value of debt is based on current rates for similar financing. It was not practical to determine the fair value of FHLB stock due to the restrictions placed on its transferability. The fair value of off-balance sheet items is not considered material.

 

Note 11 - Related Party Transactions

 

Certain executive officers and directors of the Company, their affiliates and companies in which they have 10% or more beneficial ownership, are customers of the Bank and received loans from the Bank with outstanding balances totaling $20,277 and $21,574 at December 31, 2011 and 2010, respectively. During 2011, $1,157 in new loans and $2,454 in principal payments were made. Related parties maintained deposits at the Bank totaling $18,191 and $32,492 at December 31, 2011 and 2010, respectively.

 

Note 12 - Capital Requirements

 

As of December 31, 2011 and 2010, the Bank exceeded the minimum capital ratios required for it to qualify as “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized”, the Bank must maintain minimum ratios for total capital to risk-weighted assets, Tier 1 capital to risk-weighted assets and Tier 1 capital to average assets as set forth in the table below. There were no conditions or events since December 31, 2011, that management believes would result in a change of the category.

 

On January 13, 2011, the Bank agreed with its regulators to maintain minimum capital ratios in excess of the minimum ratios required by applicable federal regulations. Specifically, the Bank agreed to maintain minimum capital ratios equal to or exceeding 8.00% for Tier 1 capital to average total assets and 12.00% for total capital to risk-weighted assets. As of December 31, 2011, the Bank was in compliance with these heightened regulatory capital requirements. If the Bank is not in compliance with these requirements in the future, the Bank may become subject to additional regulatory actions or restrictions.

 

35



 

The Bank also has agreed not to pay dividends to West Suburban without obtaining prior approval of its bank regulators. In addition, West Suburban’s Board of Directors has resolved to obtain regulatory approval prior to paying dividends or redeeming West Suburban common stock in order to preserve capital and maintain the Company’s financial strength given the economic environment and its impact on the Company.

 

The capital amounts and ratios of the Company and the Bank for purposes of the prompt corrective action framework are presented in the table below:

 

 

 

Actual

 

Minimum For
Capital Adequacy
Purposes

 

Minumum
To Be Well-
Capitalized

 

 

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

 

As of December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$

174,107

 

13.72

%

$

101,540

 

8.00

%

N/A

 

N/A

 

Bank (1)

 

170,781

 

13.46

%

101,540

 

8.00

%

126,925

 

10.00

%

Tier 1 capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

158,097

 

12.46

%

50,770

 

4.00

%

N/A

 

N/A

 

Bank

 

154,771

 

12.19

%

50,770

 

4.00

%

76,155

 

6.00

%

Tier 1 capital (to average assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

158,097

 

8.31

%

76,099

 

4.00

%

N/A

 

N/A

 

Bank (1)

 

154,771

 

8.11

%

76,290

 

4.00

%

95,362

 

5.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$

171,452

 

12.99

%

$

105,608

 

8.00

%

N/A

 

N/A

 

Bank

 

160,089

 

12.22

%

104,795

 

8.00

%

130,993

 

10.00

%

Tier 1 capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

154,808

 

11.73

%

52,804

 

4.00

%

N/A

 

N/A

 

Bank

 

143,570

 

10.96

%

52,397

 

4.00

%

78,596

 

6.00

%

Tier 1 capital (to average assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

154,808

 

7.93

%

78,101

 

4.00

%

N/A

 

N/A

 

Bank

 

143,570

 

7.39

%

77,699

 

4.00

%

97,124

 

5.00

%

 


(1) The Bank has agreed to maintain minimum Tier 1 capital to average assets of 8.00% and total capital to risk-weighted assets of 12.00%.

 

The appraised fair market value of West Suburban common stock owned by the ESOP is included in Tier 1 capital.

 

36



 

Note 13 - Other Comprehensive Income

 

Other comprehensive income components and related taxes were as follows:

 

 

 

2011

 

2010

 

2009

 

Net unrealized holding gain (loss) on available for sale securities

 

$

13,635

 

$

(5,227

)

$

8,098

 

Reclassification adjustments for losses and gains later recognized in income

 

(7,982

)

(267

)

(109

)

Tax effect

 

(2,341

)

2,184

 

(3,176

)

Net unrealized gain (loss) on available for sale securities

 

3,312

 

(3,310

)

4,813

 

 

 

 

 

 

 

 

 

Change in postretirement obligation, (loss) gain

 

(50

)

19

 

118

 

Tax effect

 

27

 

(8

)

(47

)

Net change in postretirement obligation, (loss) gain

 

(23

)

11

 

71

 

Other comprehensive income (loss)

 

$

3,289

 

$

(3,299

)

$

4,884

 

 

A summary of the accumulated other comprehensive income balances, net of tax were as follows:

 

 

 

Balance
at
12/31/10

 

Current
Period
Change

 

Balance
at
12/31/11

 

Unrealized gains on securities available for sale

 

$

588

 

$

3,312

 

$

3,900

 

Unrealized loss on postretirement obligation

 

(303

)

(23

)

(326

)

Total

 

$

285

 

$

3,289

 

$

3,574

 

 

Note 14 - Condensed Financial Information - Parent Only

 

Condensed Balance Sheets

December 31, 2011 and 2010

 

 

 

2011

 

2010

 

Assets

 

 

 

 

 

Cash

 

$

5,050

 

$

3,789

 

Investment in subsidiary

 

162,690

 

151,354

 

Other assets

 

988

 

2,995

 

Total assets

 

$

168,728

 

$

158,138

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

Other liabilities

 

$

1,775

 

$

2,290

 

 

 

 

 

 

 

Common stock in ESOP subject to contingent repurchase obligation

 

23,230

 

29,865

 

 

 

 

 

 

 

Shareholders’ equity

 

143,723

 

125,983

 

Total liabilities and shareholders’ equity

 

$

168,728

 

$

158,138

 

 

37



 

Condensed Statements of Income

Years Ended December 31, 2011, 2010 and 2009

 

 

 

2011

 

2010

 

2009

 

Income

 

 

 

 

 

 

 

Dividends from subsidiary

 

$

 

$

 

$

3,262

 

Interest income

 

 

 

 

 

 

 

Deposits

 

17

 

34

 

78

 

Securities

 

 

158

 

211

 

Other

 

 

5

 

 

Total income

 

17

 

197

 

3,551

 

 

 

 

 

 

 

 

 

Expense

 

 

 

 

 

 

 

Other

 

432

 

406

 

452

 

Total expense

 

432

 

406

 

452

 

(Loss) income before income taxes

 

(415

)

(209

)

3,099

 

Income tax benefit

 

(184

)

(144

)

(143

)

(Loss) income before equity in undistributed net income of subsidiary

 

(231

)

(65

)

3,242

 

Equity in undistributed net income (loss) of subsidiary

 

8,047

 

1,219

 

(4,077

)

Net income (loss)

 

$

7,816

 

$

1,154

 

$

(835

)

 

Condensed Statements of Cash Flows

Years Ended December 31, 2011, 2010 and 2009

 

 

 

2011

 

2010

 

2009

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net income (loss)

 

$

7,816

 

$

1,154

 

$

(835

)

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

 

 

Equity in undistributed net (income) loss of subsidiary

 

(8,047

)

(1,219

)

4,077

 

Net discount accretion of securities

 

 

(104

)

(139

)

Decrease (increase) in other assets

 

2,007

 

(2,037

)

19

 

(Decrease) increase in other liabilities

 

(515

)

2,135

 

25

 

Net cash provided by (used in) operating activities

 

1,261

 

(71

)

3,147

 

Cash flows from investing activities

 

 

 

 

 

 

 

Investments in subsidiary

 

 

(3,024

)

 

Securities held to maturity

 

 

 

 

 

 

 

Maturities and calls

 

 

40

 

 

Net cash used in investing activities

 

 

(2,984

)

 

Cash flows from financing activities

 

 

 

 

 

 

 

Repurchase and retirement of common stock

 

 

 

(2,658

)

Cash dividends paid

 

 

 

(8,622

)

Net cash used in financing activities

 

 

 

(11,280

)

Net increase (decrease) in cash

 

1,261

 

(3,055

)

(8,133

)

Beginning cash

 

3,789

 

6,844

 

14,977

 

Ending cash

 

$

5,050

 

$

3,789

 

$

6,844

 

 

38



 

Note 15 - Quarterly Results of Operations (Unaudited)

 

The following table sets forth certain unaudited income, expense and per share data on a quarterly basis for the three-month periods indicated:

 

 

 

Fourth
Quarter

 

Third
Quarter

 

Second
Quarter

 

First
Quarter

 

Year Ended December 31, 2011

 

 

 

 

 

 

 

 

 

Interest income

 

$

16,544

 

$

16,576

 

$

17,231

 

$

17,551

 

Interest expense

 

2,714

 

2,878

 

3,002

 

3,235

 

Net interest income

 

13,830

 

13,698

 

14,229

 

14,316

 

Provision for loan losses

 

2,360

 

4,750

 

1,818

 

3,000

 

Net interest income after provision for loan losses

 

11,470

 

8,948

 

12,411

 

11,316

 

Noninterest income

 

2,976

 

6,131

 

6,400

 

4,688

 

Noninterest expense

 

15,009

 

14,624

 

12,955

 

11,988

 

(Loss) income before income taxes

 

(563

)

455

 

5,856

 

4,016

 

Income tax (benefit) expense

 

(1,649

)

272

 

2,099

 

1,226

 

Net income

 

$

1,086

 

$

183

 

$

3,757

 

$

2,790

 

Earnings per share

 

$

2.54

 

$

0.43

 

$

8.80

 

$

6.54

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2010

 

 

 

 

 

 

 

 

 

Interest income

 

$

17,710

 

$

19,553

 

$

19,507

 

$

19,420

 

Interest expense

 

3,632

 

4,501

 

4,928

 

5,368

 

Net interest income

 

14,078

 

15,052

 

14,579

 

14,052

 

Provision for loan losses

 

10,300

 

2,875

 

3,175

 

2,375

 

Net interest income after provision for loan losses

 

3,778

 

12,177

 

11,404

 

11,677

 

Noninterest income

 

7,662

 

2,730

 

2,794

 

3,130

 

Noninterest expense

 

18,375

 

12,756

 

12,387

 

12,778

 

(Loss) income before income taxes

 

(6,935

)

2,151

 

1,811

 

2,029

 

Income tax (benefit) expense

 

(3,395

)

348

 

563

 

386

 

Net (loss) income

 

$

(3,540

)

$

1,803

 

$

1,248

 

$

1,643

 

(Loss) earnings per share

 

$

(8.29

)

$

4.22

 

$

2.92

 

$

3.85

 

 

During the fourth quarter of 2011, the Company experienced a decrease in the provision for loan losses of $2,390 compared to the third quarter of 2011. The Company determined that the allowance for loan losses was deemed adequate with a reduced provision for loan losses due to a drop in the historical charge-off averages for construction and development and commercial loans. Noninterest income decreased $3,155 compared to the third quarter of 2011 primarily due to reduced gains on securities available for sale. Income tax expense decreased $1,921 compared to the third quarter of 2011, primarily due to an adjustment to deferred taxes from changes in the state and federal effective tax rate.

 

During the fourth quarter of 2010, the Company recognized a provision for loan losses of $10,300 due to increased charge-offs of $11,314 during the quarter primarily as a result of identification of newly impaired loans and updated valuations received on other impaired loans during the quarter. Noninterest income increased $4,932 compared to the third quarter of 2010 primarily due to the Company recording a gain on sale of loans of $2,803 along with an increase in BOLI income. Noninterest expense increased $5,619 compared to the third quarter of 2010, the majority of which was due to write-downs on other real estate owned.

 

39



 

STOCK PERFORMANCE PRESENTATION

 

The stock performance graph below shall not be deemed incorporated by reference by any general statement incorporating by reference this annual report into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent West Suburban specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

 

The Securities and Exchange Commission requires that West Suburban include a line-graph presentation comparing cumulative, five-year shareholder returns on an indexed basis with the Standard & Poor’s 500 Stock Index (“S&P 500”) and either a nationally recognized industry standard or an index of peer companies selected by West Suburban. The Board of Directors has elected to compare an investment in its stock to a peer group index rather than a published industry index because it believes the peer group index includes companies whose businesses are more similar to that of the Company than any published index. The peer group index is comprised of the following companies selected by West Suburban (based on their similarity in size, loan portfolios and business markets): 1st Source Corporation; MB Financial Inc.; Old Second Bancorp, Inc.; PrivateBancorp, Inc.; Taylor Capital Group, Inc.; and Wintrust Financial Corporation. The peer group index previously included AMCORE Financial Inc., Corus Bankshares Inc. and Midwest Banc Holdings Inc., the banking subsidiaries of which failed during the course of 2010.

 

 

The following table sets forth the dollar amounts of the annual Total Returns (as defined below) for the Company, the S&P 500 and the peer group, which are plotted on the line graph on the previous page. “Total Return” means the sum of dividends received, assuming dividend reinvestment, and the increase (or decrease) in the share price at the end of the period compared to the beginning of the period, divided by the share price at the beginning of the period.

 

 

 

Total Return Based on Initial Investment of $100.00

 

 

 

2006

 

2007

 

2008

 

2009

 

2010

 

2011

 

The Company

 

$

100.00

 

$

100.73

 

$

85.77

 

$

57.86

 

$

55.66

 

$

43.99

 

S&P 500

 

100.00

 

105.49

 

66.46

 

84.05

 

96.71

 

98.75

 

Peer Group

 

100.00

 

73.82

 

62.87

 

44.45

 

50.31

 

45.85

 

 

The Total Returns of the companies included in the above peer groups have been assigned various weights based on their relative market capitalizations.

 

40


 


 

SELECTED FINANCIAL DATA

(Dollars in thousands, except per share data)

 

The following information should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Company’s Consolidated Financial Statements and Notes to Consolidated Financial Statements included in this annual report. All periods reported have been reclassified, as appropriate, for discontinued operations comparative purposes.

 

 

 

Years Ended December 31,

 

 

 

2011

 

2010

 

2009

 

2008

 

2007

 

Selected operating data

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

67,902

 

$

76,190

 

$

82,100

 

$

95,060

 

$

108,462

 

Interest expense

 

11,829

 

18,429

 

24,987

 

33,972

 

48,206

 

Net interest income

 

56,073

 

57,761

 

57,113

 

61,088

 

60,256

 

Provision for loan losses

 

11,928

 

18,725

 

24,925

 

10,360

 

375

 

Net interest income after provision for loan losses

 

44,145

 

39,036

 

32,188

 

50,728

 

59,881

 

Noninterest income (1)

 

20,195

 

16,316

 

5,786

 

12,464

 

13,684

 

Noninterest expense

 

54,576

 

56,296

 

50,020

 

40,870

 

42,648

 

Income (loss) from continuing operations before income taxes

 

9,764

 

(944

)

(12,046

)

22,322

 

30,917

 

Income tax expense (benefit)

 

1,948

 

(2,098

)

(7,802

)

5,080

 

8,103

 

Net income (loss) from continuing operations

 

7,816

 

1,154

 

(4,244

)

17,242

 

22,814

 

Gain on sale of prepaid solutions group, net of tax

 

 

 

3,313

 

 

 

Discontinued operations, net of tax

 

 

 

96

 

(426

)

599

 

Net income (loss) from discontinued operations

 

 

 

3,409

 

(426

)

599

 

Net income (loss)

 

$

7,816

 

$

1,154

 

$

(835

)

$

16,816

 

$

23,413

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share data

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations per share

 

$

18.31

 

$

2.70

 

$

(9.89

)

$

39.87

 

$

52.75

 

Earnings (loss) from discontinued operations per share

 

 

 

7.94

 

(0.99

)

1.38

 

Earnings (loss) per share

 

18.31

 

2.70

 

(1.95

)

38.88

 

54.13

 

Cash dividends declared

 

 

 

10.00

 

40.00

 

50.00

 

Book value (2)

 

391.13

 

365.11

 

370.14

 

372.03

 

373.34

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected balances, end of year

 

 

 

 

 

 

 

 

 

 

 

Securities

 

$

720,759

 

$

741,530

 

$

479,117

 

$

472,192

 

$

488,739

 

Loans, less allowance for loan losses

 

956,559

 

1,008,272

 

1,167,675

 

1,233,595

 

1,226,571

 

Total assets

 

1,928,684

 

1,961,624

 

1,938,583

 

1,867,420

 

1,851,357

 

Deposits

 

1,739,544

 

1,778,427

 

1,756,987

 

1,625,925

 

1,637,714

 

Shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation (2)

 

166,953

 

155,848

 

157,993

 

160,899

 

161,468

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios

 

 

 

 

 

 

 

 

 

 

 

Return on average total assets

 

0.40

%

0.06

%

(0.04

)%

0.90

%

1.26

%

Return on average shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation (2)

 

4.80

%

0.71

%

(0.52

)%

10.40

%

14.83

%

Cash dividends declared to net income

 

0.00

%

0.00

%

(514.61

)%

102.88

%

92.36

%

Average shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation to average total assets (2)

 

8.41

%

8.25

%

8.57

%

8.67

%

8.49

%

Net interest margin (3)

 

3.49

%

3.45

%

3.39

%

3.58

%

3.50

%

 


(1)

 

Noninterest income includes gain on sale of portfolio residential real estate loans of $2,803 in 2010. Noninterest income for 2009 includes $(8,320) for the impairment of pooled trust preferred securities and for 2007 includes the impairment of FHLMC stock of $(381).

(2)

 

See Note 8 to the Company’s consolidated financial statements and “NON-GAAP FINANCIAL MEASURES.” This presentation is consistent with the Company’s belief that it is unlikely that the Company would be required to satisfy the contingent repurchase obligation.

(3)

 

Net interest margin is presented on a tax equivalent basis, assuming a federal income tax rate of 35%.

 

41



 

NON-GAAP FINANCIAL MEASURES

 

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States (“GAAP”). However, management uses certain non-GAAP measures and ratios to evaluate and measure the Company’s performance. These measures and ratios include book value per share, return on average shareholders’ equity and average shareholders’ equity to average total assets. For each of these measures and ratios, the Company adds to shareholders’ equity the amount in “common stock in ESOP subject to contingent repurchase obligation.” Under the ESOP, the Company has certain contingent repurchase obligations to buy back common stock distributed to participants, as described in more detail in Note 8 to the Company’s audited financial statements. This contingent repurchase obligation is reflected in the Company’s financial statements as “common stock in ESOP subject to contingent repurchase obligation” and, in accordance with GAAP, reduces shareholders’ equity. The Company believes that it is unlikely that the Company would be required to satisfy its contingent repurchase obligation and therefore believes that adjusting shareholders’ equity by adding “common stock in ESOP subject to contingent repurchase obligation” to that amount provides a more meaningful view of the applicable measures and ratios. In addition, management believes that the return on average shareholders’ equity, a financial measure frequently considered to evaluate the performance of bank holding companies, would be significantly overstated.

 

The following table presents a reconciliation of certain non-GAAP performance measures and ratios used by the Company to the most directly comparable GAAP financial measures for the years ended December 31 (dollars in thousands, except per share data):

 

 

 

2011

 

2010

 

2009

 

2008

 

2007

 

Shareholders’ equity (GAAP)

 

$

143,723

 

$

125,983

 

$

126,763

 

$

114,229

 

$

104,561

 

Shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation (non-GAAP)

 

166,953

 

155,848

 

157,993

 

160,899

 

161,468

 

Book Value Per Share (GAAP) (1)

 

336.71

 

295.15

 

296.97

 

264.12

 

241.76

 

Book Value Per Share (non-GAAP) (2)

 

391.13

 

365.11

 

370.14

 

372.03

 

373.34

 

Return on average shareholders’ equity (GAAP) (3)

 

5.78

%

0.90

%

(0.70

)%

16.01

%

24.04

%

Return on average shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation (non-GAAP) (4)

 

4.80

%

0.71

%

(0.52

)%

10.40

%

14.83

%

Average shareholders’ equity to average total assets (GAAP) (5)

 

6.99

%

6.52

%

6.34

%

5.63

%

5.24

%

Average shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation to average total assets (non-GAAP) (6)

 

8.41

%

8.25

%

8.57

%

8.67

%

8.49

%

 


(1)

 

Book Value Per Share (GAAP) equals shareholders’ equity divided by the number of outstanding shares.

(2)

 

Book Value Per Share (non-GAAP) equals shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation divided by the number of outstanding shares.

(3)

 

Return on average shareholders’ equity (GAAP) equals net income divided by average shareholders’ equity.

(4)

 

Return on average shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation (non-GAAP) equals net income divided by average shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation.

(5)

 

Average shareholders’ equity to average total assets (GAAP) equals average shareholders’ equity divided by average total assets.

(6)

 

Average shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation to average total assets (non-GAAP) equals average shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation divided by average total assets.

 

42



 

AVERAGE BALANCE SHEETS, NET INTEREST INCOME AND

AVERAGE RATES AND YIELDS ON A TAX EQUIVALENT BASIS

(Dollars in thousands)

 

The following table presents for the years indicated the total dollar amount of interest income from average interest-earning assets and their yields, as well as the interest expense on average interest-bearing liabilities and their costs, expressed both in dollars and rates. All average balances are daily average balances. To the extent received, interest on nonaccruing loans has been included in the table.

 

 

 

Years Ended December 31,

 

 

 

2011

 

2010

 

2009

 

 

 

Average
Balance

 

Interest

 

Rate

 

Average
Balance

 

Interest

 

Rate

 

Average
Balance

 

Interest

 

Rate

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

9,543

 

$

28

 

0.3

%

$

22,517

 

$

56

 

0.2

%

$

61,280

 

$

162

 

0.3

%

Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

673,778

 

18,061

 

2.7

%

553,802

 

17,608

 

3.2

%

420,986

 

17,985

 

4.3

%

Exempt from federal income tax (1)

 

34,196

 

1,866

 

5.5

%

28,951

 

1,676

 

5.8

%

28,253

 

1,730

 

6.1

%

Total securities (1)

 

707,974

 

19,927

 

2.8

%

582,753

 

19,284

 

3.3

%

449,239

 

19,715

 

4.4

%

Loans (1)(2)

 

921,757

 

49,121

 

5.3

%

1,094,309

 

57,774

 

5.3

%

1,201,646

 

63,131

 

5.3

%

Total interest-earning assets (1)(2)

 

1,639,274

 

69,076

 

4.2

%

1,699,579

 

77,114

 

4.5

%

1,712,165

 

83,008

 

4.8

%

Cash and due from banks

 

100,727

 

 

 

 

 

100,779

 

 

 

 

 

39,982

 

 

 

 

 

Premises and equipment, net

 

43,851

 

 

 

 

 

42,882

 

 

 

 

 

45,448

 

 

 

 

 

Other real estate owned

 

40,401

 

 

 

 

 

24,161

 

 

 

 

 

10,426

 

 

 

 

 

Allowance for loan losses

 

(28,341

)

 

 

 

 

(27,961

)

 

 

 

 

(19,859

)

 

 

 

 

Accrued interest and other assets (2)

 

140,394

 

 

 

 

 

122,427

 

 

 

 

 

82,489

 

 

 

 

 

Total assets

 

$

1,936,306

 

 

 

 

 

$

1,961,867

 

 

 

 

 

$

1,870,651

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW

 

$

341,840

 

194

 

0.1

%

$

326,489

 

215

 

0.1

%

$

314,199

 

275

 

0.1

%

Money market checking

 

430,477

 

2,291

 

0.5

%

419,385

 

3,516

 

0.8

%

370,914

 

6,507

 

1.8

%

Savings

 

365,543

 

1,014

 

0.3

%

342,602

 

993

 

0.3

%

333,243

 

1,392

 

0.4

%

Time deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less than $100,000

 

322,463

 

5,757

 

1.8

%

381,132

 

9,625

 

2.5

%

372,061

 

12,079

 

3.2

%

$100,000 and greater

 

115,999

 

2,572

 

2.2

%

143,174

 

4,080

 

2.8

%

135,242

 

4,691

 

3.5

%

Total interest-bearing deposits

 

1,576,322

 

11,828

 

0.8

%

1,612,782

 

18,429

 

1.1

%

1,525,659

 

24,944

 

1.6

%

Other interest-bearing liabilities

 

6,160

 

1

 

0.0

%

7,285

 

 

0.0

%

8,468

 

43

 

0.5

%

Total interest-bearing liabilities

 

1,582,482

 

11,829

 

0.7

%

1,620,067

 

18,429

 

1.1

%

1,534,127

 

24,987

 

1.6

%

Demand-noninterest-bearing deposits

 

174,795

 

 

 

 

 

163,906

 

 

 

 

 

152,332

 

 

 

 

 

Accrued interest and other liabilities

 

16,191

 

 

 

 

 

15,950

 

 

 

 

 

23,953

 

 

 

 

 

Shareholders’ equity plus common stock in ESOP subject to contingent repurchase obligation (3)

 

162,838

 

 

 

 

 

161,944

 

 

 

 

 

160,239

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

1,936,306

 

 

 

 

 

$

1,961,867

 

 

 

 

 

$

1,870,651

 

 

 

 

 

Net interest income

 

 

 

$

57,247

 

 

 

 

 

$

58,685

 

 

 

 

 

$

58,021

 

 

 

Interest rate spread

 

 

 

 

 

3.5

%

 

 

 

 

3.4

%

 

 

 

 

3.2

%

Net interest margin (1)

 

 

 

 

 

3.5

%

 

 

 

 

3.5

%

 

 

 

 

3.4

%

 


(1)

 

Interest income, net interest margin and yields are presented on a tax equivalent basis, assuming a federal income tax rate of 35%.

(2)

 

The average balances of nonaccrual loans are included in accrued interest and other assets.

(3)

 

See Note 8 to the Company’s consolidated financial statements and “NON-GAAP FINANCIAL MEASURES.” This presentation is consistent with the Company’s belief that it is unlikely that the Company would be required to satisfy the contingent repurchase obligation.

 

43



 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

 

The following discussion and analysis provides information regarding the Company’s financial condition as of December 31, 2011 and 2010, and the results of operations for each of the three years in the period ended December 31, 2011. This discussion and analysis should be read in conjunction with the Company’s Consolidated Financial Statements and Notes to Consolidated Financial Statements included in this annual report. The financial information provided below is rounded in order to simplify the presentation of management’s discussion and analysis. However, the ratios and percentages provided below are calculated using the more detailed financial information contained in the financial statements, notes and tables included elsewhere in this annual report.

 

Executive Overview

 

At the end of 2007, the United States economy experienced a downturn, the effects of which have continued into 2011. During this period, the United States economy experienced high levels of unemployment, depressed home values, extremely low liquidity in the debt markets and lower values and high volatility in the equity markets. As a result of these conditions, consumer confidence and spending decreased substantially and asset values declined. Like many other financial institutions, the Company’s financial results in recent reporting periods, including 2011, were impacted by the continuing economic downturn.

 

The economic downturn has impacted the entire State of Illinois, including the Company’s primary market area, located in the western suburbs of Chicago, Illinois. According to the Bureau of Labor and Statistics, the unemployment rate in the State of Illinois at December 31, 2011, was 9.8%. High levels of unemployment have adversely impacted the ability of certain of the Company’s borrowers to meet their ongoing debt obligations. In addition, real estate demand in the Company’s market area remains weak, resulting in declines in the values of the real estate serving as collateral for certain of the Company’s loans.

 

As a result of the continuing economic situation in the national and local economies and low real estate values, management has focused its attention primarily on improving the performance of the Bank’s loan portfolio. Although the Bank’s nonaccrual loans decreased during 2011 compared to 2010, the level of nonaccrual loans remained at a historically high level, which adversely impacted its interest income. The deterioration in the Bank’s loan portfolio has forced the Bank to increase its allowance for loan losses to absorb additional losses in the loan portfolio. The Bank’s Board of Directors reviews the level of its allowance for loan losses on a monthly basis. The Board responds as promptly as practical to new developments in the Bank’s loan portfolio. Although management has maintained a higher level of allowance for loan losses compared to historical levels in response to heightened levels of nonaccrual loans and believes that the allowance for loan losses is a reasonable estimate for probable incurred losses in the loan portfolio, future loan losses in excess of the allowance for loan losses would adversely affect the Bank’s financial condition and results of operations. In addition, as a result of increasing levels of foreclosures and acquisitions made in lieu of foreclosures, the Bank’s other real estate owned portfolio remained at a high level in 2011, further decreasing the Bank’s interest income. Management believes that the level of the Bank’s other real estate owned portfolio will remain at a high level in 2012 and may increase. Management has had to focus additional time and effort on selling these properties, and the Bank has incurred significant costs in connection with maintaining the properties, including real estate taxes, management fees and insurance costs. Management continues to aggressively pursue sales of the properties in the Bank’s portfolio, but due to weak real estate demand in the Bank’s market area, management is not able to dispose of these properties as promptly as desired.

 

During this difficult economic period the Bank has seen low levels of quality demand for credit. Although concerns over the credit quality in the Bank’s loan portfolio exist, the Bank continues to be willing to make loans to qualified applicants that meet its traditional, prudent lending standards, which have not changed.

 

In response to the economic downturn, the Federal Reserve has maintained and has indicated that it will hold interest rates at historically low levels through the next several years. Additionally, the Federal Reserve has used various forms of monetary policy in an attempt to drive down long-term interest rates during this economic downturn. The presence of these historically low interest rates has created net interest challenges for the banking industry in general

 

44



 

and the Bank in particular. This interest rate environment has resulted in low-yielding investment opportunities, adding to the downward pressure on the Bank’s interest income. Management has been focused on investments for the Bank’s securities portfolio that are expected to retain their value in the event of an unexpected increase in market interest rates over the next few years. Specifically, the Bank has invested in mortgage-backed securities issued by U.S. government sponsored enterprises with average maturities of less than five years. In addition, movements in general market interest rates are a key element in changes in the Bank’s interest rate margin, and management expects the interest rate environment to remain at historically low levels throughout 2012.

 

On January 13, 2011, the Bank agreed with its regulators to maintain minimum capital ratios in excess of the minimum ratios required by applicable federal regulations. Specifically, the Bank agreed to maintain minimum capital ratios equal to or exceeding 8.00% for Tier 1 capital to average total assets and 12.00% for total capital to risk-weighted assets. As of December 31, 2011, the Bank was in compliance with these heightened regulatory capital requirements. If the Bank is not in compliance with the requirements in the future, the Bank may become subject to additional regulatory actions or restrictions.

 

At December 31, 2011, the Bank’s Tier 1 capital to average total assets ratio was 8.11%, .11%, or $2.2 million, above the 8.00% level the Bank agreed with its regulators to maintain, and the Bank’s total capital to risk-weighted assets was 13.46%, 1.46%, or $18.5 million, above the 12.00% the Bank agreed with its regulators to maintain.

 

Critical Accounting Policies

 

The Company’s financial statements are prepared in conformity with accounting principles generally accepted in the U.S. These accounting principles, which can be complex, are significant to our financial condition and our results of operations and require management to apply significant judgment with respect to various accounting, reporting and disclosure matters. Management must use estimates, assumptions and judgments to apply these principles where actual measurements are not possible or practical. These estimates, assumptions and judgments are based on information available as of the date of this report and, as this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the financial statements. Changes in such estimates may have a significant impact on the financial statements. Management has reviewed the application of these policies with the Audit Committee of West Suburban’s Board of Directors. This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction the Company’s Consolidated Financial Statements and Notes to Consolidated Financial Statements included in this annual report.

 

In management’s view, the accounting policies that are critical to the Company are those relating to estimates, assumptions and judgments regarding the determination of the adequacy of the allowance for loan losses, the Company’s federal and state income tax obligations, the determination of the fair value of certain of the Company’s investment securities, the fair value of common stock subject to contingent repurchase obligation and the carrying value of other real estate owned.

 

Allowance for Loan Losses. The allowance for loan losses is a valuation allowance for probable incurred credit losses in the loan portfolio. The allowance is increased by a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan has been established. Subsequent recoveries, if any, are credited to the allowance. The allowance consists of specific and general components. The specific component relates to specific loans that are individually classified as impaired. The allowance for loan losses is evaluated monthly based on management’s periodic review of loan collectibility in light of historical loan loss experience, the nature and volume of the loan portfolio, information about specific borrower situations and estimated collateral values and prevailing economic conditions. Although allocations of the allowance may be made for specific loans, the entire allowance is available for any loan that, in management’s judgment, should be charged-off. Management’s evaluation of loan collectibility is inherently subjective as it requires estimates that are subject to significant revision as more information becomes available or as relevant circumstances change.

 

The Company evaluates commercial, construction and development and commercial real estate loans monthly for impairment. A loan is considered impaired when, based on current information and events, full payment under the loan terms is not expected. Loans for which the terms have been modified and for which the borrower is

 

45



 

experiencing financial difficulties are considered TDRs and classified as impaired. Impairment is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the loan’s collateral, if repayment of the loan is collateral dependent. A valuation allowance is maintained for the amount of impairment. Generally, loans 90 days or more past due and loans classified as nonaccrual status are considered for impairment. Impairment is considered on an entire category basis for smaller-balance loans of similar nature such as residential real estate and consumer loans, and on an individual basis for other loans. In general, consumer and credit card loans are charged-off no later than 120 days after a consumer or credit card loan becomes past due.

 

The general component covers pools of other loans not classified as impaired and is based on historical loss experience adjusted for current factors. The historical loss experience is determined by portfolio segment and is based on a rolling one year net charge-off history. This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment. These factors include consideration of the following: levels and trends in past dues; trends in charge-offs and recoveries; trends in volume and terms of loans; effects of collateral deterioration; other changes in lending policies, procedures and practices; experience, ability and depth of lending management and other relevant staff; national and local economic trends; and trends in impaired loans including impaired loans, without a specific allowance for loan losses. The following portfolio segments have been identified: commercial, residential, commercial real estate, construction and development and consumer and other loans.

 

Income Taxes. The Company is subject to income tax laws of the U.S. and the State of Illinois. These laws are complex and subject to different interpretations by the taxpayer and the various taxing authorities. Management makes certain judgments and estimates about the application of these inherently complex laws when determining the provision for income taxes. Federal and state taxing authorities have recently become increasingly aggressive in challenging tax positions taken by financial institutions, including positions that may be taken by the Company. During the preparation of the Company’s tax returns, management makes reasonable interpretations of the tax laws which are subject to challenge upon audit by the tax authorities. These interpretations are also subject to reinterpretation based on management’s ongoing assessment of facts and evolving case law.

 

On a quarterly basis, management evaluates the reasonableness of its effective tax rate based upon its current best estimate of net income and applicable taxes expected for the full year. Deferred tax assets and liabilities are evaluated on a quarterly basis, or more frequently if necessary.

 

Temporary Decline in Fair Value of Securities. The Company evaluates its debt and equity securities for OTTI under FASB guidance “Investments in Debt and Equity Securities.” The guidance applies to debt securities, as well as equity securities not accounted for under the equity method (i.e., cost method investments), unless the investments are subject to other accounting guidance, such as FASB guidance “Beneficial Interest in Securitized Financial Assets.” Investments in securitized structures such as collateralized mortgage obligations and collateralized debt obligations that are not high quality investment grade securities upon acquisition are subject to this guidance. High quality investment grade securities are defined as securities with an investment grade of “AA” or higher.

 

In accordance with FASB guidance “Investments in Debt and Equity Securities,” declines in the fair value of securities below their cost that are other-than-temporary are reflected as realized losses. In determining OTTI on debt securities, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost; (2) the financial condition and near-term prospects of the issuer; (3) whether the market decline was affected by macroeconomic conditions; and (4) whether the Company has the intent to sell the debt security or whether it is more likely than not the Company will be required to sell the debt security before its anticipated recovery. The assessment of whether OTTI exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

 

Other Real Estate Owned. Assets acquired through or instead of loan foreclosure are initially recorded at fair value less anticipated costs to sell when acquired, establishing a new basis. If fair value declines subsequent to acquisition, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed as incurred.

 

46



 

Contractual Obligations, Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities

 

Through the normal course of operations, the Company has entered into certain contractual obligations and other commitments. Such obligations generally relate to the funding of operations through deposits, as well as leases for premises and equipment. As a financial services provider, the Company routinely enters into commitments to extend credit. While contractual obligations represent future cash requirements of the Company, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval as comparable loans made by the Company.

 

At December 31, 2011 and 2010, the ESOP held 89,348 and 90,775 shares of West Suburban common stock, respectively. Upon termination of their employment, participants who elect to receive their benefit distributions in the form of West Suburban common stock may request the Company to purchase, when the Company is legally permitted to purchase its common stock, the common stock distributed at fair value. A more detailed discussion concerning this obligation is presented in Note 8 to the Company’s Consolidated Financial Statements included in this report. At December 31, 2011 and 2010, this contingent repurchase obligation reduced shareholders’ equity by $23.2 million and $29.9 million, respectively.

 

The following table presents the Company’s significant fixed and determinable contractual obligations and significant commitments by payment date as of December 31, 2011 (dollars in thousands). The payment amounts represent those amounts contractually due to the recipient and do not include any carrying value adjustments. Further discussion of the nature of each obligation is included in the referenced Note to the Company’s Consolidated Financial Statements included in this annual report.

 

 

 

Note
Reference

 

One Year
or Less

 

Over One
Year to
Three Years

 

Over Three
Years to
Five Years

 

Over
Five Years

 

Total

 

Deposits without a stated maturity

 

6

 

$

1,327,315

 

$

 

$

 

$

 

$

1,327,315

 

Time deposits

 

6

 

235,929

 

129,686

 

40,636

 

168

 

406,419

 

Prepaid solutions card deposits

 

6

 

5,810

 

 

 

 

5,810

 

Operating leases

 

4

 

401,815

 

598,321

 

385,508

 

 

1,385,644

 

Commitments to extend credit

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate

 

9

 

 

 

 

 

 

 

 

 

10,026

 

Variable rate

 

9

 

 

 

 

 

 

 

 

 

285,617

 

Deferred compensation

 

8

 

 

 

 

 

 

 

 

 

2,733

 

Postretirement benefit plan

 

8

 

 

 

 

 

 

 

 

 

1,248

 

 

Balance Sheet Analysis

 

Total Assets. Total consolidated assets at December 31, 2011 decreased 1.7% from the prior year-end. This decrease was primarily due to decreases in the loan and securities portfolios, partially offset by increases in cash and due from banks. Total average assets in 2011 decreased 1.3% from the prior year primarily due to a decrease in average loans.

 

Cash and Cash Equivalents. Cash and cash equivalents at December 31, 2011 increased 64.6% from the prior year-end due to an increase in cash and due from banks. This increase was driven by decreases in the loan and securities portfolios partially offset by a decrease in deposits.

 

Securities. The Company’s securities portfolio decreased 2.8% at December 31, 2011 from the prior year-end, primarily due to sales of securities available for sale of $190.5 million during 2011 for a gain of $8.0 million. The Company manages its securities portfolio to maximize the return on invested funds within acceptable risk guidelines, to meet pledging and liquidity requirements and to adjust balance sheet interest rate sensitivity in an

 

47



 

effort to insulate net interest income against the impact of interest rate changes. The Company will continue to monitor its level of available for sale and held to maturity securities and will classify new securities purchased in the appropriate category at the time of purchase. The Company has taken advantage of the current rate environment and realized gains on sales of available for sale securities with unrealized gain positions which has positively impacted net income and helped provide liquidity to fund the decrease in deposits.

 

Securities available for sale are carried at fair value, while securities held to maturity and Federal Home Loan Bank stock are carried at cost. The securities available for sale portfolio had gross unrealized gains of $7.1 million, which were offset by gross unrealized losses of $.4 million as of December 31, 2011, as compared with gross unrealized gains of $6.8 million and gross unrealized losses of $5.8 million as of December 31, 2010.

 

Loans. Total loans outstanding at December 31, 2011 decreased 5.0% from the prior year-end, primarily due to decreases in the construction and development and home equity loan portfolios. These decreases were partially offset by increases in the commercial and commercial real estate loan portfolios through originations. The decrease in the construction and development portfolio was primarily due to the transfer of loans to other real estate owned during the period. The decrease in the home equity loan portfolio was primarily due to payoffs resulting from refinancing activity, as well as a decrease in home equity loan originations. Although the Company experienced growth in the commercial and commercial real estate loan portfolios, overall loan demand in the Company’s market area remains low compared to historical periods.

 

Allowance for Loan Losses and Asset Quality. The ratio of the allowance for loan losses to total loans outstanding was 2.80% and 2.71% at December 31, 2011 and 2010, respectively. The following table is an analysis of the Company’s nonperforming loans and other real estate owned at December 31 (dollars in thousands):

 

 

 

2011

 

2010

 

2009

 

Loans past due 90 days or more still on accrual

 

$

286

 

$

191

 

$

790

 

Nonaccrual loans

 

53,058

 

80,344

 

38,038

 

Total nonperforming loans

 

$

53,344

 

$

80,535

 

$

38,828

 

Nonperforming loans as a percent of total loans

 

5.42

%

7.77

%

3.25

%

Allowance for loan losses as a percent of nonperforming loans

 

52

%

35

%

67

%

Other real estate owned

 

$

23,505

 

$

20,479

 

$

25,994

 

Nonperforming assets as a percent of total assets

 

3.98

%

5.15

%

3.34

%

 

The level of the allowance for loan losses is determined by evaluating the general allowance, which is allocated to pools of loans, as well as the specific allowance allocated to impaired loans. The Company utilizes a matrix which tracks changes in various factors that management has determined to have direct effects on the performance of the loan portfolio. These factors include consideration of the following: levels and trends in past dues; trends in charge-offs and recoveries; trends in volume and terms of loans; effects of collateral deterioration; other changes in lending policies, procedures and practices; experience, ability and depth of lending management and other relevant staff; national and local economic trends; and trends in impaired loans including impaired loans without specific allowance for loan losses. The matrix assigns factors to each loan category which is used to determine the amount of the general allowance. The specific allowance allocated to impaired loans is based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the loan’s collateral, if repayment of the loan is collateral dependent. A loan is considered impaired when, based on current information and events, full payment under the loan terms is not expected. Loans for which the terms have been modified and for which the borrower is experiencing financial difficulties are considered TDRs and classified as impaired.

 

Net loan charge-offs were $12.4 million and $16.6 million in 2011 and 2010, respectively. This decrease was primarily due to the decrease in the level of nonperforming loans. Nonperforming loans (nonaccrual and loans past due 90 days or more still on accrual) decreased to $53.3 million at December 31, 2011, from $80.5 million at December 31, 2010. This change was primarily due to decreases in nonaccrual loans as a result of $55.4 million in loans being transferred to other real estate owned, as well as $5.3 million in payments on nonaccrual loans and $2.4 million in charge-offs of nonaccrual loans during 2011. Despite the transfer of a significant amount of nonaccrual loans, other real estate owned increased only by $3.0 million as a result of sales of properties during 2011.

 

48



 

Additionally, $3.2 million of loans were brought current during 2011. These decreases to nonaccrual loans were partially offset by $35.0 million of loans being classified as nonaccrual during 2011.

 

The provision for loan losses was $11.9 million and $18.7 million for 2011 and 2010, respectively. Based on the above discussions on nonperforming loans, impaired loans and overall decline in total loans of $52.2 million, the Company determined that the provision for loan losses of $11.9 million was appropriate to maintain the allowance for loan losses at an adequate level for probable incurred losses inherent in the loan portfolio as of December 31, 2011. The provision for loan losses during 2011 was net of a negative provision of $1.1 million for commercial real estate. This negative provision was a result of reductions in the historical loss factors used in the general component of the allowance for loan losses.

 

Bank-Owned Life Insurance (“BOLI”). The carrying value of BOLI decreased to $32.6 million at December 31, 2011 from $39.5 million at December 31, 2010. This decrease was primarily due to the Company surrendering $7.9 million of bank-owned life insurance policies in connection with the termination of a portion of the deferred compensation plan.

 

Other Real Estate Owned. At December 31, 2011, the Company had $23.5 million in other real estate owned, compared to $20.5 million at December 31, 2010. During 2011, the Company acquired properties with an aggregate carrying value of $55.4 million, and the Company sold properties with an aggregate carrying value of $46.5 million. These sales produced a net loss of $.2 million. On a monthly basis, the Company evaluates the carrying value of all other real estate owned properties and takes write-downs on these properties as necessary. During 2011, the Company recorded aggregate write-downs of $5.9 million due to continued declines in real estate values. The Company is actively marketing the properties it holds in its other real estate owned portfolio in a continuing effort to reduce the size of this portfolio.

 

Deposits. Total deposits at December 31, 2011 decreased 2.2% from the prior year-end due to decreases in certificates of deposit and prepaid solutions deposits. These decreases were partially offset by continued increases in all other non-maturity deposits components. Management believes that due to the current state of the economy, some customers have migrated from non-liquid time deposits to more liquid deposit products such as money market checking and savings deposits. In general, management promotes the Company’s deposit products when it believes appropriate and prices its products in a manner intended to retain the Company’s current customers while maintaining an acceptable net interest margin. As of December 31, 2011, the Company held $5.8 million of deposits related to balances on cards issued by the Bank’s former prepaid solutions group. The Bank is in the process of winding down its issuing bank responsibilities under the prepaid card programs originated by the Bank’s former prepaid solutions group that were transferred, and the Bank expects to reduce the level of, and eventually cease to hold, these deposits. As of December 31, 2011, the Bank had no brokered deposits.

 

Prepaid Solutions Cards. Outstanding balances on prepaid solutions cards, which represent the total of prepaid solution cards deposits and prepaid solutions cards liabilities, decreased 58.4% at December 31, 2011 from December 31, 2010. On December 4, 2009, the Company sold its prepaid solutions card division. The Bank remains the card issuing bank under a number of the card programs transferred, although the Bank is in the process of winding down such responsibilities.

 

Capital Resources

 

Shareholders’ equity at December 31, 2011 increased 14.1% from December 31, 2010. The increase resulted from net income of $7.8 million, a change in the amount reclassified on ESOP shares of $6.6 million and an increase in accumulated other comprehensive income of $3.3 million. In accordance with applicable regulations, the appraised fair market value of West Suburban common stock owned by the ESOP is included in Tier 1 capital.

 

Banking regulations require the Company and the Bank to maintain minimum capital amounts and ratios. Regulatory capital requirements call for a minimum total risk-based capital ratio of 8% for each of the Company and the Bank, a minimum Tier 1 risk-based capital ratio of 4% for each of the Company and the Bank and a minimum leverage ratio (3% for the most highly rated banks and bank holding companies that do not expect significant growth; all other institutions are required to maintain a minimum leverage capital ratio of 4% to 5% depending on

 

49



 

their particular circumstances and risk and growth profiles) for each of the Company and the Bank. On a consolidated basis, the Company exceeded these minimum regulatory capital requirements as of December 31, 2011. Bank holding companies and their subsidiaries are generally expected to operate at or above the minimum capital requirements.

 

On January 13, 2011, the Bank agreed with its regulators to maintain minimum capital ratios in excess of the minimum ratios required by applicable federal regulations. The Bank agreed to maintain minimum capital ratios equal to or exceeding 8.00% for Tier 1 capital to average total assets and 12.00% for total capital to risk-weighted assets. As of December 31, 2011 the Bank was in compliance with these heightened regulatory capital requirements. If the Bank is not in compliance with these requirements in the future, the Bank may become subject to additional regulatory actions or restrictions.

 

The Bank also has agreed not to pay dividends to West Suburban without obtaining prior approval of its bank regulators. In addition, West Suburban’s Board of Directors has resolved to obtain regulatory approval prior to paying dividends or redeeming West Suburban common stock in order to preserve capital and maintain the Company’s financial strength given the economic environment and its impact on the Company.

 

As of December 31, 2011, the Bank’s Tier 1 capital to average total assets ratio was 8.11%, .11%, or $2.2 million above the 8.00% level the Bank agreed with its regulators to maintain, and the Bank’s total capital to risk-weighted assets was 13.46%, 1.46%, or $18.5 million, above the 12.00% the Bank agreed with its regulators to maintain.

 

As of December 31, 2011 and 2010, the Bank exceeded the minimum capital ratios required for it to qualify as “well-capitalized” under the regulatory framework for prompt corrective action. There were no conditions or events since December 31, 2011, that management believes would result in a change of the Bank being considered “well-capitalized.”

 

Liquidity

 

Effective liquidity management ensures the availability of funding sources at minimum cost to meet fluctuating deposit balances, loan demand needs and to take advantage of earnings enhancement opportunities. A large, stable core deposit base and a strong capital position are the solid foundation for the Company’s liquidity position. Liquidity is enhanced by a securities portfolio structured to provide liquidity as needed. The Company also maintains relationships with correspondent banks to purchase federal funds subject to underwriting and collateral requirements. Additionally, subject to credit underwriting, collateral, capital stock, and other requirements of the Federal Home Loan Bank of Chicago (the “FHLB”), the Company is able to borrow from the FHLB on a “same day” basis. As of December 31, 2011, the Company could have borrowed up to approximately $152 million from the FHLB secured by certain of its real estate loans and securities. The Company manages its liquidity position through continuous monitoring of profitability trends, asset quality, interest rate sensitivity and maturity schedules of interest-earning assets and interest-bearing liabilities.

 

Generally, the Company uses cash and cash equivalents to meet its liquidity needs. As of December 31, 2011 and 2010, these liquid assets represented 29.6% and 30.0% of total assets, respectively. If the Company’s cash and cash equivalents are not sufficient to meet its liquidity needs, the Company would access the federal funds available for a short period of time. If longer term liquidity is needed, the Company would meet those needs by using securities available for sale.

 

Net cash provided by operating activities during 2011 was $17.6 million. Net cash provided by investing activities was $65.7 million, while net cash used in financing activities for this period was $37.7 million.

 

50



 

Income Statement Analysis — 2011 Compared to 2010

 

General. The Company’s net income increased $6.6 million to $7.8 million at December 31, 2011 from $1.2 million at December 31, 2010. This increase was primarily due to a decrease in the provision for loan losses expense of $6.8 million. Additionally, total noninterest income increased $3.9 million. Income tax expense increased $4.0 million, partially offsetting these increases to income.

 

Net Interest Income. Net interest income (on a fully tax-equivalent basis, assuming a tax rate of 35.0%) decreased 2.5% compared to 2010. Net interest income is the primary source of income for the Company. Net interest income is the difference between interest income earned on interest-earning assets and interest expense incurred on interest-bearing liabilities. Net interest income is affected by changes in volume and yield on interest-earning assets and interest-bearing liabilities. Interest-earning assets consist of federal funds sold, securities and loans. Interest-bearing liabilities primarily consist of deposits. The net interest margin is the percentage of tax-equivalent net interest income to average earning assets. The Company’s net interest margin (on a fully tax-equivalent basis) was 3.5% for the years ended December 31, 2011 and 2010.

 

Total interest income (on a tax-equivalent basis, assuming a tax rate of 35.0%) decreased 10.4% during 2011 compared to 2010, primarily due to the decrease in total loans and decreasing yields in the Company’s securities portfolio. Average loan balances decreased 15.8% during 2011 while the average yield on the loan portfolio increased five basis points. Average securities balances increased 21.5% during 2011, and the average yield on the securities portfolio decreased 50 basis points. Management decided to sell securities as market rates declined during 2011. A large portion of these securities were sold in order to reduce the Company’s interest rate risk in the securities portfolio. Management’s analysis of these securities indicated that certain higher yielding securities could be sold at a gain and over time the proceeds could be reinvested at lower yields and continue to be accretive to earnings.

 

Total interest expense decreased 35.8% during 2011 compared to 2010. Lower interest on deposits, resulting from lower yields on interest-bearing deposits, accounted for most of the decrease. The average yield on interest-bearing deposits decreased 39 basis points to .7% during 2011 from 1.1% during 2010. Approximately 58.1% of time deposits are scheduled to mature within one year.

 

The following table reflects the impact of changes in volume and rates of interest-earning assets and interest-bearing liabilities on a tax equivalent basis for the years ended December 31, 2011 and 2010 (dollars in thousands):

 

 

 

2011 compared to 2010

 

2010 compared to 2009

 

 

 

Change due to

 

Total

 

Change due to

 

Total

 

 

 

Volume

 

Rate

 

Change

 

Volume

 

Rate

 

Change

 

Interest Income

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

(38

)

$

10

 

$

(28

)

$

(96

)

$

(10

)

$

(106

)

Securities

 

3,525

 

(2,882

)

643

 

4,418

 

(4,849

)

(431

)

Loans

 

(9,195

)

542

 

(8,653

)

(5,667

)

310

 

(5,357

)

Total interest income

 

(5,708

)

(2,330

)

(8,038

)

(1,345

)

(4,549

)

(5,894

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits

 

(274

)

(6,327

)

(6,601

)

996

 

(7,511

)

(6,515

)

Other interest-bearing liabilities

 

(42

)

43

 

1

 

(42

)

(1

)

(43

)

Total interest expense

 

(316

)

(6,284

)

(6,600

)

954

 

(7,512

)

(6,558

)

Net interest income

 

$

(5,392

)

$

3,954

 

$

(1,438

)

$

(2,299

)

$

2,963

 

$

664

 

 

Provision for Loan Losses. The provision for loan losses decreased $6.8 million in 2011. A more detailed discussion concerning the allowance for loan losses is presented in the Allowance for Loan Losses and Asset Quality section of this annual report.

 

51



 

Noninterest Income. Total noninterest income increased $3.9 million during 2011 compared to 2010. During 2011, the Company sold $190.5 million of investment securities resulting in an increase in gains on sales of investment securities of $7.7 million. The Company also experienced an increase in other income of $.4 million primarily due to increased servicing fees on sold loans and mortgage loan application fees. During 2010, the Company recorded a gain on sale of portfolio loans held for sale of $2.8 million. The Company experienced a decrease in BOLI income of $.8 million primarily due to the surrendering of $7.9 million of BOLI policies in connection with the termination of a portion of the deferred compensation plan. Service fees on deposit accounts decreased $.8 million primarily due to decreased fees associated with the overdraft honor program.

 

Noninterest Expense. Total noninterest expense decreased 3.1% during 2011 compared to 2010. FDIC assessment expense decreased $1.2 million primarily due to changes in the assessment calculation implemented by the FDIC during 2011. Furniture and equipment expense decreased $.3 million primarily due to reduced depreciation expense. Professional fees expense decreased $.6 million primarily due to reduced costs associated with regulatory compliance issues and lending. Loan administration expense decreased $.5 million due to reduced expenses incurred in 2011 for real estate tax payments on collateral securing nonaccrual commercial, commercial real estate and construction and development loans. Occupancy expense decreased $.2 million primarily due to reduced rent expense net of rental income. This decrease was partially offset by increased maintenance building costs. Salaries and employee benefits expense decreased $.4 million primarily due to the surrendering of $7.9 million of BOLI policies in connection with the termination of a portion of the deferred compensation plan. Other real estate owned expense increased $1.2 million primarily due to increased property management expenses and increased write-downs during 2011.

 

Income Taxes. Income tax expense increased $4.0 million during 2011 compared to 2010. The effective tax rates for 2011 and 2010 were 20.0% and (222.2%), respectively. The increase was due to the higher pre-tax income and its impact on the ratio of pre-tax income to pre-tax income subject to income taxes. Furthermore, the Company surrendered a portion on the BOLI tied to the portion of the deferred compensation plan terminated in the third quarter of 2011, which resulted in the Company incurring additional tax expense on the life-to-date earnings of the surrendered BOLI. Additionally, a higher blended tax rate in 2011 as compared to 2010 is due to an increase in the State of Illinois and the federal effective tax rate. During 2011, the Company adjusted the deferred tax assets using the higher state and federal effective tax rates resulting in a decrease in the income tax expense of $1.1 million.

 

Income Statement Analysis — 2010 Compared to 2009

 

General. The Company had net income in 2010 of $1.2 million compared to a net loss of $.8 million in 2009. The net loss in 2009 resulted primarily from an $8.3 million write-down of pooled trust preferred securities during 2009, while no similar write-downs were taken in 2010. Additionally, the Company recorded a $24.9 million provision for loan losses in 2009 compared to $18.7 million in 2010.

 

Net Interest Income. Net interest income in 2010 (on a fully tax-equivalent basis) increased 1.1% compared to 2009. Net interest income is the primary source of income for the Company. Net interest income is the difference between interest income earned on interest-earning assets and interest expense incurred on interest-bearing liabilities. Net interest income is affected by changes in volume and yield on interest-earning assets and the volume and rates on interest-bearing liabilities. Interest-earning assets consist of federal funds sold, securities and loans. Interest-bearing liabilities primarily consist of deposits. The net interest margin is the percentage of tax-equivalent net interest income to average earning assets. The Company’s net interest margin (on a fully tax-equivalent basis) increased to 3.5% at December 31, 2010 compared to 3.4% at December 31, 2009.

 

Total interest income (on a tax-equivalent basis) decreased 7.1% in 2010 primarily due to decreased balances in the Company’s loan portfolio and an increase in loans classified as nonaccrual. Average loan balances decreased 8.9% during this period while the average yield on the loan portfolio increased 3 basis points. Securities average balances increased 29.7% in 2010, and the average yield on the securities portfolio decreased 108 basis points due to the purchased securities in 2010 being lower yielding than existing securities in the portfolio.

 

Total interest expense decreased 26.2% in 2010. The decline was primarily due to lower cost of funds on interest-bearing deposits which decreased 49 basis points to 1.14% in 2010 from 1.63% in 2009. Approximately 61% of the

 

52



 

Company’s time deposits are scheduled to mature in 2011, which will reduce the cost of funds as management expects that the time deposits will be either renewed at a substantially lower rate or replaced with lower costing alternative funding sources.

 

Provision for Loan Losses. The provision for loan losses decreased $6.2 million in 2010. A more detailed discussion concerning the allowance for loan losses is presented in the Allowance for Loan Losses and Asset Quality section of this annual report.

 

Noninterest Income. Total noninterest income increased $10.5 million during 2010 compared to 2009. Although the Company did not record any OTTI on its securities portfolio in 2010, during 2009, the Company recorded OTTI on its pooled trust preferred securities in the amount of $8.3 million, which reduced noninterest income. The Company recorded a gain on sale of portfolio loans held for sale of $2.8 million. A more detailed discussion concerning this transaction is presented in the Balance Sheet Analysis of this annual report. The Company recorded BOLI income of $1.7 million for 2010, compared to $2.0 million for 2009. This decrease in BOLI income was primarily due to a smaller increase, in 2010 compared to 2009, in the market value of the underlying investments with specific account assets. The Company experienced an increase in net realized gains on securities transactions of $.2 million primarily due to a one-time sale of Mastercard stock. Service fees on deposit accounts decreased $.8 million primarily due to decreased fees associated with the overdraft honors program.

 

Noninterest Expense. Total noninterest expense increased 12.5% during 2010 compared to 2009. Salaries and employee benefits decreased $1.0 million primarily due to a smaller increase in 2010, compared to 2009, in the market value of the underlying investments associated with the insurance policies that are tied to the Company’s deferred compensation plans. Other real estate owned expense increased primarily due to $5.5 million of write-downs on other real estate owned in 2010 compared to write-downs on other real estate owned of $.4 million in 2009. Occupancy expense increased $.2 million primarily due to increased rent and real estate taxes. Furniture and equipment expense decreased $.5 million primarily due to reduced depreciation and maintenance expense. FDIC assessments increased $.6 million due to several factors, including increased assessments issued by the FDIC in support of the deposit insurance fund as well as the Temporary Liquidity Guarantee Program and the Company’s participation in the FDIC’s Transaction Account Guarantee Program. Loan administration expense increased $1.6 million primarily due to real estate tax payments on several nonaccrual commercial, commercial real estate and construction and development loans along with expenses incurred in connection with the collection of lease payments from a nonaccrual commercial loan. Professional fees decreased $1.3 million primarily due to reduced costs associated with the Company’s compliance with the enforcement actions related to the Bank Secrecy Act and other regulatory compliance related matters. Advertising and promotion expense increased $.3 million primarily due to increased advertising on cable television in 2010. Other expense increased $.5 million due to increased regulatory examination fees as a rebate occurred in the 2009 period. Additionally, Visa cardholder expense increased due to the increase in the accrual for quarterly Visa costs.

 

Income Taxes. The Company recorded an income tax benefit of $2.1 million for 2010 as compared to an income tax benefit of $7.8 million for 2009. The effective tax rates for 2010 and 2009 were (222.2%) and (86.9%), respectively. The decrease in the income tax benefit in 2010 from 2009 was a result of a lower loss before income taxes. The Company recorded a larger income tax benefit than pre-tax net loss for 2010 due to the impact of large permanent differences resulting from tax-exempt income, BOLI income and ESOP dividends.

 

Interest Rate Sensitivity

 

The primary market risk faced by the Company is interest rate risk. The Company attempts to maintain a conservative posture with regard to interest rate risk by actively managing its asset/liability GAP position and monitoring the direction and magnitude of gaps and risk. The Company attempts to moderate the effects of changes in interest rates by adjusting its asset and liability mix to achieve desired relationships between rate sensitive assets and rate sensitive liabilities. Rate sensitive assets and liabilities are those instruments that reprice within a given time period. An asset or liability reprices when its interest rate is subject to change or upon maturity.

 

Movements in general market interest rates are a key element in changes in the net interest margin. The Company’s policy is to manage its balance sheet so that fluctuations in the net interest margin are minimized regardless of the

 

53



 

level of interest rates, although the net interest margin does vary somewhat due to management’s response to increasing competition from other financial institutions.

 

The Company measures interest rate sensitivity through a net interest income analysis. The net interest income analysis measures the change in net interest income in the event of hypothetical changes in interest rates. This analysis assesses the risk of changes in net interest income in the event of a sudden and sustained 100 to 200 basis point increase or decrease in market interest rates. This analysis is subject to the Company’s assumptions, which include the following:

 

·                  Balance sheet volume reflects the current balances and does not project future growth or changes. The current balances establish the base case from which all percent changes are calculated.

 

·                  The replacement rate for loan and deposit items that mature is the current rate offered by the Company as adjusted for the assumed rate increase or decrease. The replacement rate for securities is the current market rate as adjusted for the assumed rate increase or decrease.

 

·                  The repricing rate for balance sheet data is determined by utilizing individual account statistics provided by the Company’s data processing systems.

 

·                  The maturity and repricing dates for balance sheet data are determined by utilizing individual account statistics provided by the Company’s data processing systems.

 

Listed below are the Company’s projected changes in net interest income over a twelve-month horizon for the various rate shock levels as of the periods indicated (dollars in thousands):

 

 

 

Amount

 

Dollar
Change

 

Percent
Change

 

December 31, 2011

 

 

 

 

 

 

 

 

 

+200 basis points

 

$

51,420

 

$

(2,637

)

(4.9

)%

+100 basis points

 

50,949

 

(3,108

)

(5.7

)%

Base

 

54,057

 

 

 

 

 

-100 basis points

 

48,215

 

(5,842

)

(10.8

)%

-200 basis points

 

45,876

 

(8,181

)

(15.1

)%

 

 

 

 

 

 

 

 

December 31, 2010

 

 

 

 

 

 

 

+200 basis points

 

$

56,061

 

$

(3,246

)

(5.5

)%

+100 basis points

 

56,799

 

(2,508

)

(4.2

)%

Base

 

59,307

 

 

 

 

 

-100 basis points

 

53,338

 

(5,969

)

(10.1

)%

-200 basis points

 

49,072

 

(10,235

)

(17.3

)%

 

In a falling rate environment, the Company is projected to have a decrease in net interest income. However, it is not possible for many of the Company’s deposit rates to fall 100 or 200 basis points due to their current rates already being below 100 basis points at December 31, 2011. The target federal funds rate is currently set by the Federal Reserve at a rate between 0 and 25 basis points. As a result, a 200 basis point decline in overall rates would only have between a 0 and 25 basis point decline in both federal funds and the prime rate. Further, other rates that are currently below 1% or 2% (e.g. U.S. Treasuries and LIBOR) would not fall below 0% with an overall 100 or 200 basis point decrease in rates. Many of the Company’s variable rate loans are set to an index tied to prime, federal funds or LIBOR, and as a result, a further decrease in rates would not have a substantial impact on loan yields. Accordingly, management believes that the analyses resulting from 100 and 200 basis point downward changes are not meaningful in light of current interest rate levels.

 

54



 

Effects of Inflation

 

Unlike industrial companies, nearly all of the assets and liabilities of the Company are monetary in nature. As a result, interest rates have a more significant impact on the Company’s performance than do the effect of general levels of inflation. Interest rates do not necessarily move in the same direction or experience the same magnitude of change as goods and services, since such prices are affected by inflation. In the current economic environment, liquidity and interest rate adjustments are features of the Company’s asset/liability management, which are important to the maintenance of acceptable performance levels. The Company attempts to maintain a balance between monetary assets and monetary liabilities, over time, to offset the potential effects of changing interest rates.

 

55



 


 

BOARDS OF DIRECTORS

 


 

West Suburban Bancorp, Inc.

 

Kevin J. Acker

 

Chairman of the Board

David S. Bell

 

Certified Public Accountant

Duane G. Debs

 

President and Chief Financial Officer

Charles P. Howard

 

Parkview Community Church, Administrative Pastor

Peggy P. LoCicero

 

Former Bank Officer

 

West Suburban Bank

 

Keith W. Acker

 

Chairman of the Board, President

Craig R. Acker

 

Former Bank Officer

David S. Bell

 

Certified Public Accountant

Keith J. Kotche

 

Levato & Kotche, Partner

William L. Smith, Jr.

 

Taslitz, Smith and Hemmesch, Partner

John G. Williams

 

Bracing Systems, Vice President

 


 

OFFICERS

 


 

West Suburban Bancorp, Inc.

 

Kevin J. Acker

 

Chief Executive Officer

Duane G. Debs

 

President and Chief Financial Officer

Keith W. Acker

 

Chief Operations Officer

Michael P. Brosnahan

 

Vice President

Timothy W. Clifford

 

Vice President, Director of Internal Audit

George E. Ranstead

 

Secretary to the Board and Treasurer

 

West Suburban Bank

 

Senior Officers

 

 

Keith W. Acker

 

President, Trust Officer

Kevin J. Acker

 

Senior Vice President, Marketing

Michael P. Brosnahan

 

Senior Vice President, Lending

Duane G. Debs

 

Senior Vice President, Comptroller and Trust Officer

 

 

 

Bank Secrecy Act

 

 

Matthew Beckmann

 

Bank Secrecy Act Officer

 

 

 

Cash Management

 

 

Gary Raczek

 

Vice President, Cash Management Manager

 

 

 

Commercial Loans

 

 

Stanley C. Celner, Jr.

 

Vice President, Commercial Loans

Grant O. Cowen

 

Vice President, Commercial Loans

 

56



 

Timothy P. Dineen

 

Vice President, Commercial Real Estate Loans

Michael F. Moone

 

Vice President, Commercial Real Estate Loans

David B. Lahl

 

Vice President, Commercial Loans

David S. Orr

 

Vice President, Commercial Loans

John J. Schroeder

 

Vice President, Commercial Loans

Edwin S. Stephens IV

 

Vice President, Commercial Loans

Gregory L. Young

 

Vice President, Commercial Loans

 

 

 

Comptroller

 

 

Jay J.P. Greifenkamp

 

Vice President, Senior Financial Analyst, Investment Officer and Secretary to the Board

George E. Ranstead

 

Vice President, Assistant Comptroller and Investment Officer

 

 

 

Consumer Loans

 

 

Charles J. Svoboda

 

Vice President, Consumer Loans - Department Head

David J. Wanek

 

Vice President, Consumer Loans

 

 

 

Facilities Management

 

 

Edward J. Garvey

 

Vice President, Facilities Management

Matthew R. Acker

 

Property and OREO Manager

 

 

 

Financial Services

 

 

Michael Abbatacola

 

Vice President, Financial Services

 

 

 

Human Resources

 

 

Mary Ellen Condon

 

Vice President, Human Resources

 

 

 

Information Systems

 

 

Steven A. Jennrich

 

Vice President, Information Systems

Jacqueline R. Weigand

 

Vice President, Project Manager

 

 

 

Internal Audit

 

 

Timothy W. Clifford

 

Vice President, Director of Internal Audit

 

 

 

Loan Operations

 

 

Kevin G. Carani

 

Vice President, Mortgage Processing, Loan Servicing

Sandra C. Boyce

 

Vice President, Residential Mortgage Loan Processing

Kevin Bussey

 

Vice President, Collections

Debra H. Crowley

 

Vice President, Commercial Loan Operations

Lawrence J. Ortman

 

Vice President, Credit Analysis and Loan Review

 

 

 

Marketing

 

 

Denise M. Zatarski

 

Director of Marketing

 

 

 

Operations

 

 

Danielle Budig

 

Vice President, Corporate Operations and Visa

 

 

 

Regulatory Compliance and Community Reinvestment Act

Alice Ann Gaultney

 

Vice President, Director of Regulatory Compliance and Community Reinvestment Act Officer

 

 

 

Retail Banking

 

 

William J. Jennrich

 

Vice President, Retail Branch Banking

Barbara D. Darden

 

Vice President, Regional Manager - Central Region

Marc L. DiNatale

 

Vice President, Regional Manager - East Region

 

57



 

Kirsten L. Erickson

 

Vice President, Regional Manager - West Region, Acting Branch Manager - Bartlett and Montgomery

Marcia K. Worobec

 

Vice President, Branch Operations and Branch Manager - Westmore

Jennifer Bentson

 

Assistant Vice President, Branch Manager - Oswego, Oswego West

Kathleen M. Brockman

 

Assistant Vice President, Branch Manager - Eola Road

John Bruner

 

Assistant Vice President, Branch Manager - South Main

Jill E. Castillo

 

Assistant Vice President, Branch Manager - Oakbrook Terrace

Maribel Colon

 

Assistant Vice President, Branch Manager - Lake Street

Beverly D. Cornelious

 

Assistant Vice President, Branch Manager - Bolingbrook East

Gina M. Corral

 

Assistant Vice President, Branch Manager - Bolingbrook West

Robert G. Dover, Jr.

 

Assistant Vice President, Branch Manager - Gary Avenue

Nansi E. Eivaz

 

Assistant Vice President, Branch Manager - Chicago Avenue, Naperville

Sharon A. Fonte

 

Assistant Vice President, Branch Manager - Glendale Heights

James R. Graziano

 

Assistant Vice President, Branch Manager - Finley Road, Downtown Downers

Jacqueline Green

 

Assistant Vice President, Branch Manager - Warrenville

Priya Hira

 

Assistant Vice President, Branch Manager - Danada, Wheaton

Desiree King

 

Assistant Vice President, Branch Manager - Fair Oaks

Terry Leitner

 

Assistant Vice President, Branch Manager - Cass Avenue, 75th Street

Jeffery W. Miska

 

Assistant Vice President, Branch Manager - North Main

Brian S. Nickleski

 

Assistant Vice President, Branch Manager - Westmont

Sandra Ochoa

 

Assistant Vice President, Branch Manager - Randall Road

Gwen B. O’Loughlin

 

Assistant Vice President, Branch Manager - Villa Park

Robert L. Pauling

 

Assistant Vice President, Branch Manager - Stratford Square

Cynthia A. Picton

 

Assistant Vice President, Branch Manager - West Galena

Michelle Rashad

 

Assistant Vice President, Branch Manager - Romeoville

Matthew Remus

 

Assistant Vice President, Branch Manager - Sugar Grove, Yorkville

Lisa M. Schmidt

 

Assistant Vice President, Branch Manager - South Elgin

Ann M. Talavera

 

Assistant Vice President, Branch Manager - President Street

Patience K. Tannenbaum

 

Assistant Vice President, Branch Manager - Charlestowne

Mihaela Tonchevici

 

Assistant Vice President, Branch Manager - River Run

 

 

 

Security and Loss Prevention

 

 

Jack Buscemi

 

Vice President, Security and Loss Prevention

 

 

 

Trust

 

 

Christine H. Pawlak

 

Trust Officer

 

 

 

West Suburban Insurance Services

 

 

Patricia Falstrom

 

Insurance Agent

 

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ADDRESSES OF WEST SUBURBAN FACILITIES

(630) 652 - 2000

 

Aurora

Eola Road Branch: 335 North Eola Road, Aurora, Illinois 60504

West Galena Branch: 2000 West Galena Boulevard, Aurora, Illinois 60506

Lake Street Branch: 101 North Lake Street, Aurora, Illinois 60506

 

Bartlett

Bartlett Branch: 1061 West Stearns Road, Bartlett, Illinois 60103

 

Bloomingdale

Stratford Square Branch: 355 West Army Trail Road, Bloomingdale, Illinois 60108

 

Bolingbrook

Bolingbrook East Branch: 672 East Boughton Road, Bolingbrook, Illinois 60440

Bolingbrook West Branch: 1104 West Boughton Road, Bolingbrook, Illinois 60440

 

Carol Stream

Gary Avenue Branch: 401 North Gary Avenue, Carol Stream, Illinois 60188

Fair Oaks Branch: 1380 West Army Trail Road, Carol Stream, Illinois 60188

President Street Branch: 895 East Geneva Road, Carol Stream, Illinois 60188

 

Darien

75th Street Branch: 1005 75th Street, Darien, Illinois 60561

Cass Avenue Branch: 8001 South Cass Avenue, Darien, Illinois 60561

 

Downers Grove

Downtown Downers Branch: 5330 Main Street, Downers Grove, Illinois 60515

Finley Road Branch: 2800 Finley Road, Downers Grove, Illinois 60515

 

Glendale Heights

Glendale Heights Branch: 1657 Bloomingdale Road, Glendale Heights, Illinois 60139

 

Lombard

North Main Branch: 707 North Main Street, Lombard, Illinois 60148

South Main Branch: 1122 South Main Street, Lombard, Illinois 60148

Westmore Branch: 711 South Meyers Road, Lombard, Illinois 60148 (Headquarters)

 

Montgomery

Montgomery Branch: 1830 Douglas Road, Montgomery, Illinois 60538

 

Naperville

Chicago Avenue Branch: 1296 East Chicago Avenue, Naperville, Illinois 60540

Naperville Branch: 2020 Feldott Lane, Naperville, Illinois 60540

River Run Branch: 1004 104th Street, Naperville, IL 60564

 

Oakbrook Terrace

Oakbrook Terrace Branch: 17W754 22nd Street, Oakbrook Terrace, Illinois 60181

 

Oswego

Oswego Branch: 2830 Route 34, Oswego, Illinois 60543

Oswego West Branch: 1071 Station Drive, Oswego, Illinois 60543

 

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Romeoville

Romeoville Branch: 505 North Weber Road, Romeoville, Illinois 60446

 

South Elgin

South Elgin Branch: 1870 Stearns Road, South Elgin, Illinois 60177

 

St. Charles

Charlestowne Branch: 3000 East Main Street, St. Charles, Illinois 60174

St. Charles Branch: 315 South Randall Road, St. Charles, Illinois 60174

 

Sugar Grove

Sugar Grove Branch: 522 Route 47, Sugar Grove, Illinois 60554

 

Villa Park

Villa Park Branch: 40 East St. Charles Road, Villa Park, Illinois 60181

 

Warrenville

Warrenville Branch: 3S041 Route 59, Warrenville, Illinois 60555

 

Westmont

Westmont Branch: 6400 South Cass Avenue, Westmont, Illinois 60559

 

Wheaton

Danada Branch: 295 West Loop Road, Wheaton, Illinois 60187

Wheaton Branch: 221 South West Street, Wheaton, Illinois 60187

 

Yorkville

Yorkville Branch: 10 Saravanos Drive, Yorkville, Illinois 60560

 

ATMs are available at all of the above banking branches.

 

Limited-Service Branches

Beacon Hill Retirement Community: Lombard, Illinois 60148

Clare Oaks: Bartlett, Illinois 60103

Financial Center: 717 South Meyers Road, Lombard, Illinois 60148

Lexington Health Care Center of Elmhurst: Elmhurst, Illinois 60126

Lexington Health Care Center of Lombard: Lombard, Illinois 60148

Villa St. Benedict: Lisle, Illinois 60532

 

Other Services

West Suburban Bank Land Trust: 711 South Meyers Road, Lombard, Illinois 60148 - (630) 652-2225

West Suburban Bank Visa: 701 South Meyers Road, Lombard, Illinois 60148 - (630) 652-2000

West Suburban Financial Services: 711 South Meyers Road, Lombard, Illinois 60148 - (630) 652-2232

West Suburban Insurance Services, Inc.: 711 South Meyers Road, Lombard, Illinois 60148 - (630) 652-2550

 

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[MAP OF MARKET AREA THAT INDICATES LOCATION OF FACILITIES]

 

GRAPHIC

 

Unlike Any Other Bank

 

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SHAREHOLDER INFORMATION

 

Annual Report on Form 10-K

A copy of West Suburban Bancorp, Inc.’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission, is available on their web site at www.sec.gov or without charge to shareholders by writing to:

 

Duane G. Debs

President and Chief Financial Officer

West Suburban Bancorp, Inc.

2800 Finley Road

Downers Grove, Illinois 60515

(630) 652-2801

 

Annual Meeting of Shareholders

The annual meeting of shareholders of West Suburban Bancorp, Inc. will be held at West Suburban Bank, 711 South Meyers Road, Lombard, Illinois on Wednesday, May 9, 2012 at 8:00 a.m. All shareholders are cordially invited to attend.

 

Stock Transfer Agent and Registrar

Inquiries regarding stock transfers, registration, lost certificates and changes of name and address should be directed to the stock transfer agent and registrar by writing to:

 

George E. Ranstead

Secretary to the Board and Treasurer

West Suburban Bancorp, Inc.

2800 Finley Road

Downers Grove, Illinois 60515

(630) 652-2802

 

Community Reinvestment Act

West Suburban Bank adheres to a well-established policy of helping to meet the credit needs of our local communities, consistent with safe and sound lending practices, in accordance with the Community Reinvestment Act. For additional information, contact:

 

Alice Ann Gaultney

Community Reinvestment Act Officer

West Suburban Bank

711 South Meyers Road

Lombard, Illinois 60148

(630) 652-2193

 

Independent Registered Public Accounting Firm

Crowe Horwath LLP

One Mid America Plaza, Suite 700

Post Office Box 3697

Oak Brook, Illinois 60522

 

Corporate Counsel

Barack Ferrazzano Kirschbaum & Nagelberg LLP

200 West Madison Street, Suite 3900

Chicago, Illinois 60606

 

MEMBER FDIC

GRAPHIC

GRAPHIC

 

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