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SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number 0-10888 _________________________________________ OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) INDIANA 35-1539838 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 420 Main Street, Evansville, Indiana 47708 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code, (812) 464-1200
Former name, former address and former fiscal year, if changed since last reports. |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to the filing requirements for at least the past 90 days. Yes X No |
Indicate the number of shares outstanding of each of the issuer's classes of common stock. The Registrant has one class of common stock (no par value) with approximately 59.8 million shares outstanding at March 31, 2001. |
OLD NATIONAL BANCORP |
FORM 10-Q |
INDEX |
PART I. |
FINANCIAL INFORMATION |
|
Item 1. |
Financial Statements |
Page No. |
|
Consolidated Balance Sheet
March 31, 2001 and 2000, and December 31, 2000 |
3 |
Consolidated Statement of Income
Three months ended March 31, 2001 and 2000 |
4 |
|
Consolidated Statement of Cash Flows
Three months ended March 31, 2001 and 2000 |
5 |
|
|
Notes to Consolidated Financial Statements |
6 |
Item 2. |
Management's Discussion and Analysis of
Financial Condition and Results of Operations |
10 |
Item 3. |
Quantitative and Qualitative disclosures about
Market Risk |
12 |
PART II |
OTHER INFORMATION |
13 |
SIGNATURES |
15 |
|
INDEX OF EXHIBITS |
16 |
|
Old National Bancorp |
|||||||
($ in thousands) (Unaudited) |
March 31, |
December 31, |
|||||
2001 |
2000 |
2000 |
|||||
-----------------
|
-----------------
|
-----------------
|
|||||
Assets |
|||||||
Cash and due from banks |
$182,093 |
$192,563 |
$202,600 |
||||
Money market investments |
45,691 |
8,556 |
13,549 |
||||
Investment securities: |
|
||||||
U.S. Treasury |
2,512 |
34,049 |
5,307 |
||||
U.S. Government agencies and corporations |
1,197,677
|
1,101,757 |
1,111,176 |
||||
Obligations of states and political subdivisions |
568,246 |
539,080 |
546,044 |
||||
Other |
168,796 |
75,556 |
149,036 |
||||
------------- |
------------- |
------------- |
|||||
Investment securities - available-for-sale, at fair value |
1,937,231 |
1,750,442 |
1,811,563 |
||||
------------- |
------------- |
------------- |
|||||
Loans: |
|||||||
Commercial |
1,634,450 |
1,401,395 |
1,606,509 |
||||
Commercial real estate |
1,834,082 |
1,383,408 |
1,810,805 |
||||
Residential real estate |
1,755,056 |
2,166,714 |
1,890,872 |
||||
Consumer credit, net of unearned income |
1,041,143 |
937,653 |
1,040,127 |
||||
------------- |
------------- |
------------- |
|||||
Total loans |
6,264,731 |
5,889,170 |
6,348,313 |
||||
------------- |
------------- |
------------- |
|||||
Allowance for loan losses |
(73,937) |
(70,965) |
(73,833) |
||||
------------- |
------------- |
------------- |
|||||
NET LOANS |
6,190,794 |
5,818,205 |
6,274,480 |
||||
------------- |
------------- |
------------- |
|||||
Other assets |
453,867 |
386,465 |
465,556 |
||||
------------- |
------------- |
------------- |
|||||
TOTAL ASSETS |
$8,809,676 |
$8,156,231 |
$8,767,748 |
||||
======== |
======== |
======== |
|||||
Liabilities |
|||||||
Deposits: |
|||||||
Noninterest-bearing demand |
$625,452 |
$659,100 |
$711,413 |
||||
Interest-bearing: |
|||||||
Savings, NOW and money market |
2,078,041 |
2,004,813 |
2,081,514 |
||||
Time deposits |
3,681,981 |
3,375,366 |
3,790,979 |
||||
------------- |
------------- |
------------- |
|||||
TOTAL DEPOSITS |
6,385,474 |
6,039,279 |
6,583,906 |
||||
Short-term borrowings |
645,989 |
594,369 |
559,823 |
||||
Guaranteed preferred beneficial interests in |
|||||||
Company's subordinated debentures |
50,000 |
50,000 |
50,000 |
||||
Other borrowings |
1,008,766 |
829,484 |
863,165 |
||||
Accrued expenses and other liabilities |
76,828 |
79,626 |
84,513 |
||||
------------- |
------------- |
------------- |
|||||
TOTAL LIABILITIES |
8,167,057 |
7,592,758 |
8,141,407 |
||||
------------- |
------------- |
------------- |
|||||
Shareholders' Equity |
|||||||
Common stock |
59,817 |
56,021 |
60,311 |
||||
Capital surplus |
444,275 |
375,695 |
457,267 |
||||
Retained earnings |
118,806 |
162,261 |
106,809 |
||||
Accumulated other comprehensive income (loss), net of tax |
19,721 |
(30,504) |
1,954 |
||||
------------- |
------------- |
------------- |
|||||
TOTAL SHAREHOLDERS' EQUITY |
642,619 |
563,473 |
626,341 |
||||
------------- |
------------- |
------------- |
|||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |
$8,809,676 |
$8,156,231 |
$8,767,748 |
||||
======== |
======== |
======== |
|||||
The accompanying notes are an integral part of this statement. |
Old National Bancorp |
|||||||||||
Three Months Ended |
|||||||||||
($ and shares in thousands, except per share data) |
March 31, |
||||||||||
(Unaudited) |
2001 |
2000 |
|||||||||
--------------- |
--------------- |
||||||||||
Interest Income |
|||||||||||
Loans including fees: |
|||||||||||
Taxable |
$131,775 |
$117,289 |
|||||||||
Nontaxable |
3,694 |
2,817 |
|||||||||
Investment securities: |
|||||||||||
Taxable |
22,949 |
21,437 |
|||||||||
Nontaxable |
6,652 |
6,835 |
|||||||||
Money market investments |
246 |
382 |
|||||||||
----------- |
----------- |
||||||||||
TOTAL INTEREST INCOME |
165,316 |
148,760 |
|||||||||
----------- |
----------- |
||||||||||
Interest Expense |
|||||||||||
Savings, NOW and money market deposits |
15,338 |
13,276 |
|||||||||
Time deposits |
55,963 |
46,212 |
|||||||||
Short-term borrowings |
8,312 |
9,075 |
|||||||||
Other borrowings |
15,882 |
12,529 |
|||||||||
----------- |
----------- |
||||||||||
TOTAL INTEREST EXPENSE |
95,495 |
81,092 |
|||||||||
----------- |
----------- |
||||||||||
NET INTEREST INCOME |
69,821 |
67,668 |
|||||||||
Provision for loan losses |
4,000 |
7,433 |
|||||||||
----------- |
----------- |
||||||||||
NET INTEREST INCOME AFTER PROVISION FOR |
65,821 |
60,235 |
|||||||||
----------- |
----------- |
||||||||||
Noninterest Income |
|||||||||||
Trust fees |
5,238 |
5,432 |
|||||||||
Service charges on deposit accounts |
9,647 |
6,409 |
|||||||||
Loan fees |
1,051 |
1,184 |
|||||||||
Insurance premiums and commissions |
3,398 |
2,943 |
|||||||||
Investment product fees |
1,737 |
1,755 |
|||||||||
Bank-owned life insurance |
1,259 |
834 |
|||||||||
Net securities gains(losses) |
81 |
96 |
|||||||||
Other income |
2,850 |
4,798 |
|||||||||
----------- |
----------- |
||||||||||
TOTAL NONINTEREST INCOME |
25,261 |
23,451 |
|||||||||
----------- |
----------- |
||||||||||
Noninterest Expense |
|||||||||||
Salaries and employee benefits |
35,626 |
33,426 |
|||||||||
Occupancy |
4,117 |
3,427 |
|||||||||
Equipment |
4,194 |
4,342 |
|||||||||
Marketing |
1,901 |
1,526 |
|||||||||
FDIC insurance premiums |
327 |
307 |
|||||||||
Processing |
2,636 |
2,406 |
|||||||||
Communication and transportation |
2,834 |
2,406 |
|||||||||
Professional fees |
1,713 |
1,062 |
|||||||||
Other expenses |
8,589 |
6,267 |
|||||||||
----------- |
----------- |
||||||||||
61,937 |
55,169 |
||||||||||
Merger and Restructuring costs |
0 |
18,651 |
|||||||||
----------- |
----------- |
||||||||||
TOTAL NONINTEREST EXPENSE |
61,937 |
73,820 |
|||||||||
----------- |
----------- |
||||||||||
Net income before income taxes |
29,145 |
9,866 |
|||||||||
Provision for income taxes |
7,045 |
874 |
|||||||||
----------- |
----------- |
||||||||||
Net Income |
$22,100 |
$8,992 |
|||||||||
====== |
====== |
||||||||||
Net income per common share: |
|||||||||||
Basic |
$0.37 |
$0.15 |
|||||||||
Diluted |
$0.37 |
$0.15 |
|||||||||
Weighted average number of common shares outstanding: |
|||||||||||
Basic |
59,953 |
59,072 |
|||||||||
Diluted |
60,050 |
60,463 |
|||||||||
The accompanying notes are an integral part of this statement. |
Old National Bancorp |
|||
Three Months Ended |
|||
March 31, |
|||
($ in thousands) (Unaudited) |
2001 |
2000 |
|
Cash flows from operating activities: |
|||
Net income |
$22,100 |
$8,992 |
|
------------- |
------------ |
||
Adjustments to reconcile net income to cash provided by (used in) operating activities: |
|||
|
|||
Depreciation |
3,482 |
3,508 |
|
Amortization of intangible assets |
1,709 |
814 |
|
Net premium amortization (discount accretion) on investment securities |
15 |
126 |
|
Provision for loan losses |
4,000 |
7,433 |
|
Loss (gain) on sale of investment securities |
(81) |
3,285 |
|
Loss (gain) on sale of assets |
(76) |
1,753 |
|
Increase in other assets |
(4,808) |
(1,585) |
|
Decrease in accrued expenses and other liabilities |
(7,685) |
(11,018) |
|
------------ |
------------ |
||
Total adjustments |
(3,444) |
4,316 |
|
------------ |
------------ |
||
Net cash flows provided by operating activities |
18,656 |
13,308 |
|
------------ |
------------ |
||
Cash flows from investing activities: |
|||
Purchase of investment securities available-for-sale |
(459,950) |
(120,437) |
|
Proceeds from maturities and paydowns of investment securities available-for-sale |
341,631 |
80,341 |
|
Proceeds from sales of investment securities available- for-sale |
22,133 |
105,708 |
|
Net principal collected from (loans made to) customers: |
|||
Commercial |
(30,249) |
(64,113) |
|
|
Mortgage |
(53,453) |
(94,831) |
|
Consumer |
(2,420) |
(17,691) |
Proceeds from sale of mortgage loans |
165,957 |
-- |
|
Proceeds from sale of premises and equipment |
272 |
391 |
|
Purchase of premises and equipment |
(688) |
(2,716) |
|
------------ |
------------ |
||
Net cash flows used in investing activities |
(16,767) |
(113,348) |
|
------------ |
------------ |
||
Cash flows from financing activities: |
|||
Net increase (decrease) in deposits and short-term borrowings: |
|||
Noninterest bearing demand |
(85,961) |
15,547 |
|
Savings, NOW and Money Market Accounts |
(3,473) |
(3,976) |
|
Time deposits |
(108,998) |
65,639 |
|
Short-term borrowings |
86,166 |
(60,762) |
|
Other borrowings |
145,601 |
61,536 |
|
Proceeds from guaranteed preferred beneficial interests in Company's subordinated debentures |
-- |
50,000 |
|
Cash dividends paid |
(10,189) |
(9,554) |
|
Common stock repurchased |
(14,699) |
(29,305) |
|
Common stock reissued, net of shares used to convert subordinated debentures |
1,299 |
9,421 |
|
------------ |
------------ |
||
Net cash flows provided by financing activities |
9,746 |
98,546 |
|
------------ |
------------ |
||
Net increase (decrease) in cash and cash equivalents |
11,635 |
(1,494) |
|
Cash and cash equivalents at beginning of period |
216,149 |
226,941 |
|
------------ |
------------ |
||
Cash and cash equivalents at end of period |
$227,784 |
$225,447 |
|
======= |
======= |
||
Total interest paid |
$103,151 |
$83,241 |
|
Total taxes paid |
$5,080 |
$ 487 |
The accompanying notes are an integral part of this statement.
Old National Bancorp
Notes to Consolidated Financial Statements
1. Basis of Presentation
The accompanying consolidated financial statements include the accounts of Old National Bancorp and its affiliate entities ("Old National"). All significant intercompany transactions and balances have been eliminated. In the opinion of management, the consolidated financial statements contain all the normal and recurring adjustments necessary to present fairly the financial position of Old National as of March 31, 2001 and 2000 and December 31, 2000, and the results of its operations for the three months ended March 31, 2001 and 2000 and its cash flows for the three months ended March 31, 2001 and 2000. All prior period information has been restated for the effects of business combinations accounted for as pooling-of-interests as discussed in Note 3 .
2. Net Income Per Share
Net income per common share computations are based on the weighted average number of common shares outstanding during the periods presented. A 5% stock dividend was paid January 30, 2001 to shareholders of record on January 9, 2001. All share and per share data presented herein have been restated for the effects of the stock dividend.
Net income on a diluted basis is computed as above and assumes the conversion of Old National's 8% convertible subordinated debentures (Note 5) for the periods they were outstanding. For the diluted computation, net income is adjusted for the assumed reduction in interest expense, net of income tax effect, and additional common shares are assumed to be issued in connection with the conversion of the remaining outstanding debentures.
Earnings Per Share Reconciliation
($ and shares in thousands except per share data):
Three |
Three |
|||||
Months Ended March 31, 2001 |
Months Ended March 31, 2000 |
|||||
Per Share |
Per Share |
|||||
Income |
Shares |
Amount |
Income |
Shares |
Amount |
|
----------------- |
-------------- |
------------- |
-------------- |
------------ |
----------- |
|
Basic EPS |
||||||
Net income from continuing |
||||||
operations available to |
||||||
common stockholders |
$22,100 |
59,953 |
$0.37 |
$8,992 |
59,072 |
$0.15 |
===== |
===== |
|||||
Effect of Dilutive |
||||||
Securities: |
||||||
Stock options |
-- |
97 |
-- |
1,092 |
||
8% convertible debentures |
-- |
-- |
155 |
299 |
||
---------- |
---------- |
---------- |
---------- |
|||
Diluted EPS |
||||||
Net income from continuing |
||||||
operations available to |
||||||
common stockholders |
||||||
+ assumed conversions |
$22,100 |
60,050 |
$0.37 |
$9,147 |
60,463 |
$0.15 |
======== |
====== |
===== |
====== |
====== |
===== |
3. Merger and Divestiture Activity
Completed Mergers
On March 1, 2000, Old National and Heritage Financial Services, Inc. ("Heritage") of Clarksville, Tennessee, consummated a merger in which Old National issued 2,191,322 common shares in exchange for all of the outstanding common shares of Heritage. The transaction was accounted for as a pooling-of-interests. Net income for Heritage prior to merger included in the 2000 financial statements for the period ended March 1, 2000 was $509 thousand.
On March 10, 2000, Old National and ANB Corporation ("ANB") of Muncie, Indiana, consummated a merger in which Old National issued 7,316,153 common shares in exchange for all of the outstanding common shares of ANB. The transaction was accounted for as a pooling-of-interests. Net income for ANB prior to merger included in the 2000 financial statements for the period ended March 10, 2000 was $1.3 million.
On July 27, 2000, Old National and Permanent Bancorp ("Permanent") of Evansville, Indiana, consummated a merger in which Old National issued 3,301,047 common shares in exchange for all of the outstanding common shares of Permanent. The transaction was accounted for as a purchase. Intangible assets of $60.5 million were recorded from this purchase and are being amortized no longer than 20 years. As part of the regulatory approval process for the transaction, the Department of Justice required two Permanent branches in Evansville to be sold to another banking company. These two branches had total deposits of approximately $41 million and were divested on November 17, 2000.
4. Investments Securities
The market value and amortized cost of investment securities as of March 31, 2001 are set forth below ($ in thousands):
Market Value |
Amortized Cost |
|
Available-for-sale |
$1,937,231 |
$1,904,756 |
======== |
======== |
5. Borrowings
Old National called for redemption its 8% convertible subordinated debentures on May 14, 2000. At March 31, 2000, $12.7 million was outstanding.
Old National has registered Series A Medium-Term Notes in the principal amount of $50 million. The series has been fully issued. As of March 31, 2001, a total of $24.5 million of the notes were outstanding, with maturities ranging from one to two years and fixed interest rates of 6.9% to 7.0%. At March 31, 2000, Old National had outstanding $24.5 million of medium term notes.
Old National also has registered Medium-Term Notes in the principal amount of $150 million. $85.7 million of notes are available for issuance at March 31, 2001. These notes may be issued with maturities of nine months or more and rates may either be fixed or variable. As of March 31, 2001, a total of $59.3 million of the notes were outstanding, with maturities ranging from two to seven years and fixed interest rates from 6.4% to 7.0%. At March 31, 2000, Old National had $59.3 million outstanding.
As of March 31, 2001, Old National has $25 million in an unsecured line of credit with an unaffiliated bank. This line of credit includes various arrangements to maintain compensating balances or pay fees. As of March 31, 2001 there were no borrowings under this line. At March 31, 2000 there was $5.0 million borrowed on similar lines of credit.
6. Guaranteed Preferred Beneficial Interests in Company's Subordinated Debentures
During March 2000, Old National issued $50 million of trust preferred securities through a subsidiary, Old National Capital Trust I. The trust preferred securities have a liquidation amount of $25 per share with a cumulative annual distribution rate of 9.5%, or $2.375 per share, payable quarterly, and maturing on March 15, 2030.
Old National may redeem the subordinated debentures and thereby cause a redemption of the trust preferred securities in whole (or in part from time to time) on or after March 15, 2005, or in whole (but not in part) following the occurrence and continuance of certain adverse federal income tax or capital treatment events.
Costs associated with the issuance of the trust preferred securities totaling $1.8 million were capitalized and are being amortized through the maturity date of the securities. The unamortized balance is included in other assets in the consolidated balance sheet.
7. Interest Rate Contracts
Old National adopted Statement of Financial Accounting Standard ("SFAS") No. 133 "Accounting for Derivative Instruments and Hedging Activities", as amended by SFAS No. 138 "Accounting for Certain Derivative Instruments and Certain Hedging Activities, an Amendment of FASB Statement No. 133" on January 1, 2001. A $35 thousand reduction to current income was recorded as a transition adjustment.
Old National's derivatives are classified as fair value hedges, as defined by SFAS No. 133, and are recorded at fair value on the Balance Sheet. The change in fair value of the derivative and hedged item along with any ineffectiveness of the hedge is
recorded in current earnings and was immaterial for the quarter ended March 31, 2001.
Old National uses interest rate contracts such as interest swaps to manage its interest rate risk. These contracts are designated as hedges of specific assets and liabilities. The net interest receivable or payable on swaps is accrued and recognized as an adjustment to the interest income or expense of the hedged asset or liability. The premium paid for an interest rate cap is included in the basis of the hedged item and is amortized as an adjustment to the interest income or expense on the related asset or liability.
At March 31, 2001, Old National has interest rate swaps with a notional value of $175 million. The contracts are an exchange of interest payments with no effect on the principal amounts of the underlying hedged liabilities. The fair value of the swaps was $4.0 million as of March 31, 2001. Old National pays the counterparty a variable rate based on LIBOR and receives fixed rates ranging from 5.625% to 7.23%. The contracts terminate on or prior to May 3, 2009.
Old National is exposed to losses if a counterparty fails to make its payments under a contract in which Old National is in the receiving position. Although collateral or other security is not obtained, Old National minimizes its credit risk by monitoring the credit standing of the counterparties and anticipates that the counterparties will be able to fully satisfy their obligation under the agreements.
8. Comprehensive Income
|
Three Months Ended |
|
March 31, |
||
2001 |
2000 |
|
----------------- |
-------------------- |
|
($ in thousands) |
||
Net income |
$22,100 |
$8,992 |
Unrealized gains (losses) |
||
on securities: |
||
Unrealized holding gains (losses) |
||
arising during period, net of tax |
17,816 |
(3,154) |
Less: reclassification adjustment |
||
for securities losses (gains) |
||
realized in net income,net of tax |
(49) |
1,971 |
-------- |
-------- |
|
Net unrealized gains (losses) |
17,767 |
(1,183) |
-------- |
-------- |
|
Comprehensive income |
$39,867 |
$7,809 |
======== |
======== |
9. Segment Data
Community |
||||
Banking |
Treasury |
Other |
Total |
|
March 31, 2001 |
||||
Net interest income (loss) |
$72,352 |
$(3,682) |
$1,151 |
$69,821 |
Income tax expense (benefit) |
9,527 |
(1,226) |
(1,256) |
7,045 |
Segment profit (loss) |
20,925 |
3,493 |
(2,318) |
22,100 |
Total assets |
6,501,708 |
2,229,183 |
78,785 |
8,809,676 |
March 31, 2000 |
||||
Net interest income (loss) |
$70,314 |
$(3,595) |
$949 |
$67,668 |
Income tax expense (benefit) |
9,269 |
(268) |
(8,127) |
874 |
Segment profit (loss) |
17,638 |
5,868 |
(14,514) |
8,992 |
Total assets |
6,214,593 |
1,886,028 |
55,610 |
8,156,231 |
10. Impact of Accounting Changes
In September 2000, the Financial Accounting Standards Board issued SFAS No. 140, "Accounting for Transfers and Servicing Financial Assets and Extinguishment of Liabilities" that replaced SFAS No. 125. While much of SFAS No. 125 was incorporated into SFAS No. 140, certain standards for accounting for securitizations and other transfers of financial assets and disclosures were revised. This statement is effective for transfers made after March 31, 2001, and certain disclosures are effective for years ending after December 15, 2000. Old National does not believe the impact of this statement to be material to its financial conditions and results of operations.
11. Merger and Restructuring Charges
During the first quarter of 2000, Old National closed two mergers, finalized the charter consolidation efforts which began in 1999 and recorded related merger and restructuring charges of $22.5 million. Included in these charges were merger-related costs, system conversion costs, balance sheet restructuring, elimination of duplicate or unnecessary facilities, centralization of certain support functions and personnel severance costs related to these items. The majority of these charges have occurred. The remaining accrual as of March 31, 2001 is immaterial. The components of the charges are shown below ($ in thousands).
|
Three months ended |
|||
March 31, 2000 |
||||
------------------ |
||||
Professional fees |
$ 5,744 |
|||
Severance and related costs |
4,501 |
|||
Fixed asset write-downs |
3,687 |
|||
Losses on sale of securities |
3,381 |
|||
Other |
1,338 |
|||
------- |
||||
Included in noninterest expense |
18,651 |
|||
Provision for loan losses |
3,801 |
|||
------- |
||||
Total |
$22,452 |
|||
======= |
PART I. FINANCIAL INFORMATION
ITEM 2.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following management's discussion and analysis is presented to provide information concerning the financial condition of Old National as of March 31, 2001, as compared to March 31, 2000 and December 31, 2000, and the results of operations for the three months ended March 31, 2001 and 2000.
Financial Condition
Old National's assets at March 31, 2001 were $8.810 billion, an 8.0% increase since March 2000 and a 1.9% increase since December 2000. Earning assets, which consist primarily of money market investments, investment securities and loans, grew 7.8% over the prior year. During the past year, the mix of earning assets reflected loan growth of 6.4% while money market investments and investment securities increased a combined 12.7%. Since December 2000, earning assets increased 3.6% with loans decreasing 5.3% and investment securities and money market investments increasing 34.6%. Commercial real estate loans have increased 32.6% over prior year and 5.1% over December 2000. Commercial loans have increased 16.6% over prior year and 7.0% since December 2000. Residential real estate loans have decreased 19.0% from prior year and 28.7% from December 2000 due to sales or securitizations of existing and recently originated fixed-rate mortgage originations which began in the third quarter of 2000. The pace o f new originations sales increased in the first quarter due to the lower rate environment.
At March 31, 2001, total under-performing assets (defined as loans 90 days or more past due, nonaccrual and restructured loans and foreclosed properties) increased to $34.0 million from $33.1 million as of December 31, 2000. As of these dates, under-performing assets in total were 0.54% and 0.52%, respectively, of total loans and foreclosed properties.
March 31, 2001 |
December 31, 2000 |
|||
------------------- |
------------------- |
|||
Nonaccrual loans |
$24,539 |
$22,690 |
||
Restructured loans |
-- |
227 |
||
Foreclosed properties |
4,401 |
3,616 |
||
------- |
------- |
|||
Total non-performing assets |
28,940 |
26,533 |
||
Past due 90 days or more |
5,072 |
6,588 |
||
------- |
------- |
|||
Total under-performing assets |
$34,012 |
$33,121 |
||
======= |
======= |
|||
Under-performing assets as a % of total |
||||
Loans and foreclosed properties |
0.54% |
0.52% |
||
===== |
===== |
As of March 31, 2001, the recorded investment in loans for which impairment has been recognized in accordance with SFAS Nos. 114 and 118 was $10.2 million with no related allowance and $156.0 million with $34.4 million of related allowance.
Old National's policy for recognizing income on impaired loans is to accrue earnings unless a loan becomes nonaccrual. A loan is generally placed on nonaccrual status when principal or interest becomes 90 days past due unless it is well secured and in the process of collection, or earlier when concern exists as to the ultimate collectibility of principal or interest. When loans are classified as nonaccrual, interest accrued during the current year is reversed against earnings; interest accrued in the prior year, if any, is charged to the allowance for loan losses. Cash received while a loan is classified nonaccrual is recorded to principal.
For the three months ended March 31, 2001, the average balance of impaired loans was $153.4 million and $3.2 million of interest was recorded.
Old National's consolidated loan portfolio is well diversified and contains no concentrations of credit in any particular industry exceeding 10% of its portfolio. Old National has minimal exposure to construction lending or leveraged buyouts and no exposure in credits to foreign or lesser-developed countries.
Total deposits at March 31, 2001, increased $346.2 million or 5.7% compared to March 2000. Brokered certificates of deposit, included in time deposits, decreased $72.7 million since March 2000. Since December 2000, total deposits decreased $198.4 million or 12.1% with brokered certificates of deposit decreasing $65.9 million in this same period.
Short-term borrowings, comprised of Federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings, increased $51.6 million since March 2000 and increased $86.2 million since December 2000. Other borrowings, which is primarily advances from Federal Home Loan Banks, increased $179.3 million over March 2000 and increased $145.6 million over December 2000.
Capital
Total shareholders' equity increased $79.1 million since March 2000 and $16.3 million since December 2000. Accumulated other comprehensive income (loss), primarily net unrealized gain (loss) on investment securities, increased $50.2 million since March 2000 and increased $17.8 million since December 2000.
Old National's consolidated capital position remains strong as evidenced by the following comparisons of key industry ratios:
Regulatory Guidelines |
March 31, |
December 31, |
|||
------------------------------------------- |
----------------------------- |
--------------- |
|||
Minimum |
Well-Capitalized |
2001 |
2000 |
2000 |
|
Risk-based capital: |
------------------- |
----------------------- |
------------- |
--------------- |
---------------- |
Tier 1 capital to total avg assets (leverage ratio) |
4.00% |
5.00% |
6.70% |
7.57% |
6.68% |
Tier 1 capital to risk-adjusted total assets |
4.00 |
6.00 |
9.35 |
10.88 |
9.24 |
Total capital to risk-adjusted total assets |
8.00 |
10.00 |
10.54 |
12.36 |
10.41 |
Shareholders' equity to total assets |
N/A |
N/A |
7.29 |
6.91 |
7.41 |
Old National actively manages its asset/liability position. The primary purpose of asset/liability management is to minimize the effect on net income of changes in interest rates and to maintain a prudent match within specified time periods of rate-sensitive assets and rate-sensitive liabilities.
Old National also uses net interest income simulation modeling to better quantify the impact of potential interest rate fluctuations on net interest income. With this understanding, management can best determine possible balance sheet changes, pricing strategies, and appropriate levels of capital and liquidity which allow Old National to generate strong net interest income while controlling and monitoring interest rate risk. Old National simulates an instantaneous (shock) change in rates of 200 basis points up or down over 12 months and sustained for an additional 12 months. The policy limit for the maximum negative impact on net interest income over 24 months is 5%. At March 31, 2001 Old National was within that limit as the model's fluctuation was under 4% for the first 12 months and under 3% for the total 24 month period. Old National's funds management committee meets quarterly to monitor the asset/liability position and effect changes as needed in the consolidated rate-sensitivity position.
Results of Operations
Net Income
Net income for the quarter ended March 31, 2001 was $22.1 million, compared to $9.0 million for the same quarter last year with the inclusion of significant merger and restructuring costs as discussed below. Diluted earnings per common share were $0.37 for the quarter compared to $0.15 for the same period of the prior year.
The 2000 results included $22.5 million of merger and restructuring charges. Included in the first quarter merger and restructuring charge was $3.4 million in securities losses related to the Heritage and ANB balance sheet restructuring, $4.5 million of severance and employee-related costs, $5.7 million in professional fees, $3.7 million in write-downs of fixed assets and $1.3 million of other merger and restructuring costs. Also included in the $22.5 million merger and restructuring expense was a $3.8 million provision for loan losses that was charged to earnings on the merger date to conform ANB with Old National's credit policies.
For 2001, return on average assets (ROA) was 1.01% for the quarter and return on equity (ROE) was 14.22%. Excluding the above merger and restructuring charges, these compared to 2000 results of 1.16% quarter-to-date ROA and 15.41% ROE. Growth in net interest income and other income offset some of the additional expenses during the quarter.
Net Interest Income/Net Interest Margin (taxable equivalent basis)
Quarter-to-date net interest income for 2001 was $74,668, a 3.1% increase over 2000. The net interest margin for the quarter was 3.63% for 2001 compared to 3.82% for 2000.
Provision and Allowance for Loan Losses
The provision for loan losses was $4.0 million for the quarter compared to $7.4 million for the same quarter in 2000. Merger-related provision was $3.8 million in the first quarter of 2000. Old National's net charge-offs were 0.25% of average loans for the current quarter, compared to 0.15% in the same quarter of 2000.
The allowance for loan losses is continually monitored and evaluated at the holding company level to provide adequate coverage for potential losses. Old National maintains a comprehensive loan review program to provide independent evaluations of loan administration, credit quality, loan documentation, and adequacy of the allowance for loan losses. The allowance for loan losses to end-of-period loans of 1.18% at March 31, 2001 compares to 1.21% in 2000. The allowance for loan losses covers all under-performing loans by 2.5 times at March 31, 2001 and December 31, 2000.
Noninterest Income
Excluding securities gains (losses), noninterest income increased 7.8% in the three months ended March 31, 2001 as compared to the same period in 2000. Service charges on deposit accounts were up 50.5% for the quarter mainly due to additional overdraft fees generated. Insurance premiums and commissions increased 15.5% over 2000. Bank-owned life insurance increased $0.4 million over prior year due to increased earnings on the underlying assets that benefited from continued impact of the higher rate environment during most of 2000. Prior year other income included a gain of $2.4 million recorded in the first quarter 2000 on the sale of the merchant credit card business. This sale also negatively impacted loan fees. Most other categories of noninterest income were comparable to last year's results.
Noninterest Expense
Noninterest expense increased 12.3% in the first quarter of 2001 compared to 2000. Salaries and benefits, together the largest individual component of noninterest expense, increased 6.7% in the quarter. Increases in utilities and real estate taxes and the addition of new offices caused occupany expense to increase 20.1% over prior year. Professional fees increased $0.6 million for the quarter primarily due to one-time consulting expenses incurred for implementation of the new Privacy Act requirements. Other expense increased $2.3 million over the same quarter of 2000. The current year other expense includes an increase of amortization of intangible assets of $0.9 million quarter-to-date and checking and saving losses over 2000 of $0.6 million for the quarter. Most other categories of noninterest expense experienced relatively small changes between the years.
Provision for Income Taxes
The provision for income taxes, as a percentage of pre-tax income, was 24.2% compared to 8.9% in 2000. Excluding merger and restructuring charges the prior year would have been 27.5%.
Item 3.
Quantitative and Qualitative disclosures
About Market Risk
As described in Old National's Form 10-K for the year ended December 31, 2000, Old National's market risk is composed primarily of interest rate risk. There have been no material changes in market risk or the manner in which Old National manages market risk since December 31, 2000.
PART II
ITEM 1. Legal Proceedings
No material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which Old National or any of its subsidiaries is a party or of which any of their property is subject.
ITEM 2. Changes in Securities
NONE
ITEM 3. Defaults Upon Senior Securities
NONE
ITEM 4. Submission of Matters to a Vote of Security Holders
At the April 19, 2001 Annual Meeting of Shareholders, the following matters were submitted to a vote of the shareholders.
Election of Directors - The following directors were elected for a term of one year.
|
Vote Count |
|||
|
For |
Against |
Abstained |
Unvoted |
---------------- |
--------------- |
--------------------- |
-------------------- |
|
David L. Barning |
43,464,795 |
886,096 |
-- |
15,552,551 |
Richard J. Bond |
43,493,117 |
842,537 |
-- |
15,567,789 |
Alan W. Braun |
43,488,778 |
956,517 |
-- |
15,458,148 |
Wayne A. Davidson |
43,483,223 |
849,884 |
-- |
15,570,335 |
Larry E. Dunigan |
43,509,834 |
821,703 |
-- |
15,571,905 |
David E. Eckerle |
43,508,778 |
831,532 |
-- |
15,563,133 |
Andrew E. Goebel |
43,449,712 |
892,625 |
-- |
15,561,106 |
Phelps L. Lambert |
43,384,226 |
980,350 |
-- |
15,538,837 |
Ronald B. Lankford |
43,446,817 |
931,855 |
-- |
15,524,771 |
Lucien H. Meis |
43,397,652 |
991,110 |
-- |
15,514,681 |
Louis L. Mervis |
43,473,399 |
862,398 |
-- |
15,567,645 |
James Risinger |
43,475,468 |
916,981 |
-- |
15,510,994 |
John N. Royse |
43,468,549 |
881,788 |
-- |
15,553,106 |
Marjorie Z. Soyugenc |
43,493,017 |
848,359 |
-- |
15,562,067 |
Kelly N. Stanley |
43,475,200 |
859,777 |
-- |
15,568,465 |
Charles D. Storms |
43,500,702 |
830,618 |
-- |
15,572,122 |
Selection of Independent Public Accountants - PricewaterhouseCoopers LLP, Votes For - 42,042,716 Votes Against - 420,471 Votes Abstained - 436,659 Unvoted - 17,002,597.
ITEM 5. Other Information
NONE
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits as required by Item 601 of Regulation S-K.
NONE
(b) Reports on Form 8-K filed during the quarter ended March 31, 2001.
NONE
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Old National BANCORP
(Registrant)
By: |
s/s John S. Poelker |
-------------------------------- |
|
John S. Poelker |
|
Executive Vice President |
|
Chief Financial Officer |
Date: May 15, 2001
INDEX OF EXHIBITS
Regulation S-K
Reference
(Item 601)
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