10-K 1 c94047e10vk.htm ANNUAL REPORT e10vk
Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
     
þ
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the fiscal year ended March 31, 2005
 
or
 
o
  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 0-20006
ANCHOR BANCORP WISCONSIN INC.
(Exact name of registrant as specified in its charter)
     
Wisconsin
  39-1726871
(State or other jurisdiction
of incorporation or organization)
  (IRS Employer
Identification No.)
25 West Main Street
Madison, Wisconsin 53703
(Address of principal executive office)
Registrant’s telephone number, including area code (608) 252-8700
Securities registered pursuant to Section 12 (b) of the Act
Not Applicable
Securities registered pursuant to Section 12 (g) of the Act:
Common stock, par value $.10 per share
Preferred Stock Purchase Rights
(Title of Class)
      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.     Yes o          No þ
      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 or Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K.     þ
      Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).     þ
      As of September 30, 2004, the aggregate market value of the 23,028,606 outstanding shares of the registrant’s common stock deemed to be held by non-affiliates of the registrant was $532.8 million, based upon the closing price of $25.90 per share of common stock as reported by the Nasdaq Stock Market, National Market System on such date. Although directors and executive officers of the registrant and certain of its employee benefit plans were assumed to be “affiliates” of the registrant for purposes of this calculation, the classification is not to be interpreted as an admission of such status.
      As of July 22, 2005, 22,294,563 shares of the registrant’s common stock were outstanding. There were also 100,000 Series A- preferred stock purchase rights authorized with none outstanding as of the same date.
DOCUMENTS INCORPORATED BY REFERENCE
Not Applicable
 
 


ANCHOR BANCORP WISCONSIN INC.
FISCAL 2005 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
             
        Page
         
 PART I
   BUSINESS     1  
     General     1  
     Market Area     1  
     Competition     1  
     Lending Activities     2  
     Investment Securities     11  
     Mortgage-Related Securities     12  
     Sources of Funds     14  
     Subsidiaries     16  
     Regulation and Supervision     19  
     Taxation     27  
   PROPERTIES     27  
   LEGAL PROCEEDINGS     28  
   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS     28  
 PART II
   MARKET FOR THE REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES     28  
   SELECTED FINANCIAL DATA     30  
   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     31  
   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK     47  
   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA     50  
   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE     94  
   CONTROLS AND PROCEDURES     94  
   OTHER INFORMATION     96  
 PART III
   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT     96  
   EXECUTIVE COMPENSATION     99  
   SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS     107  
   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS     110  
   PRINCIPAL ACCOUNTANT FEES AND SERVICES     111  
 PART IV
   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES     112  
     SIGNATURES     115  
 Amended and Restated Supplemental Executive Retirement Plan
 Amendment to Amended and Restated Supplemental Executive Retirement Plan
 Consent of Ernst & Young LLP
 Certification of CEO
 Certification of CFO
 Certification of CEO
 Certification of CFO

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FORWARD-LOOKING STATEMENTS
      In the normal course of business, we, in an effort to help keep our shareholders and the public informed about our operations, may from time to time issue or make certain statements, either in writing or orally, that are or contain forward-looking statements, as that term is defined in the U.S. federal securities laws. Generally, these statements relate to business plans or strategies, projected or anticipated benefits from acquisitions made by or to be made by us, projections involving anticipated revenues, earnings, profitability or other aspects of operating results or other future developments in our affairs or the industry in which we conduct business. Forward-looking statements may be identified by reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “expect,” “intend,” “plan,” “estimate” or similar expressions.
      Although we believe that the anticipated results or other expectations reflected in our forward-looking statements are based on reasonable assumptions, we can give no assurance that those results or expectations will be attained. Forward-looking statements involve risks, uncertainties and assumptions (some of which are beyond our control), and as a result actual results may differ materially from those expressed in forward-looking statements. Factors that could cause actual results to differ from forward-looking statements include, but are not limited to, the following, as well as those discussed elsewhere herein:
  •  our investments in our businesses and in related technology could require additional incremental spending, and might not produce expected deposit and loan growth and anticipated contributions to our earnings;
 
  •  general economic or industry conditions could be less favorable than expected, resulting in a deterioration in credit quality, a change in the allowance for loan and lease losses or a reduced demand for credit or fee-based products and services;
 
  •  changes in the domestic interest rate environment could reduce net interest income and could increase credit losses;
 
  •  the conditions of the securities markets could change, which could adversely affect, among other things, the value or credit quality of our assets, the availability and terms of funding necessary to meet our liquidity needs and our ability to originate loans;
 
  •  changes in the extensive laws, regulations and policies governing financial holding companies and their subsidiaries could alter our business environment or affect our operations;
 
  •  the potential need to adapt to industry changes in information technology systems, on which we are highly dependent, could present operational issues or require significant capital spending;
 
  •  competitive pressures could intensify and affect our profitability, including as a result of continued industry consolidation, the increased availability of financial services from non-banks, technological developments such as the Internet or bank regulatory reform;
 
  •  acquisitions may result in large one-time charges to income, may not produce revenue enhancements or cost savings at levels or within time frames originally anticipated and may result in unforeseen integration difficulties; and
 
  •  acts or threats of terrorism and actions taken by the United States or other governments as a result of such acts or threats, including possible military action, could further adversely affect business and economic conditions in the United States generally and in our principal markets, which could have an adverse effect on our financial performance and that of our borrowers and on the financial markets and the price of our common stock.
      You should not put undue reliance on any forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events except to the extent required by federal securities laws.

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PART I
Item 1. Business
General
      Anchor BanCorp Wisconsin Inc. (the “Corporation” or the “Company”) is a registered savings and loan holding company incorporated under the laws of the State of Wisconsin and is engaged in the savings and loan business through its wholly-owned banking subsidiary, AnchorBank, fsb (the “Bank”).
      The Bank was organized in 1919 as a Wisconsin-chartered savings institution and converted to a federally-chartered savings institution in July 2000. The Bank’s deposits are insured up to the maximum allowable amount by the Federal Deposit Insurance Corporation (“FDIC”). The Bank is a member of the Federal Home Loan Bank (“FHLB”) of Chicago, and is regulated by the Office of Thrift Supervision (“OTS”) and the FDIC. The Corporation is regulated by the OTS as a savings and loan holding company and is subject to the periodic reporting requirements of the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (“Exchange Act”). See “Regulation and Supervision.”
      The Bank blends an interest in the consumer and small business markets with the willingness to expand its numerous checking, savings and lending programs to meet customers’ changing financial needs. The Bank offers checking, savings, money market accounts, mortgages, home equity and other consumer loans, student loans, credit cards, annuities and related consumer financial services. The Bank also offers banking services to businesses, including checking accounts, lines of credit, secured loans and commercial real estate loans.
      The Corporation has a non-banking subsidiary, Investment Directions, Inc. (“IDI”), a Wisconsin corporation, which invests in real estate partnerships. IDI has two subsidiaries, Nevada Investment Directions, Inc. (“NIDI”) and California Investment Directions, Inc. (“CIDI”), both of which invest in real estate held for development and sale.
      The Bank has three wholly-owned subsidiaries: Anchor Investment Services, Inc. (“AIS”), a Wisconsin corporation, offers investments and credit life and disability insurance to the Bank’s customers and other members of the general public; ADPC Corporation (“ADPC”), a Wisconsin corporation, holds and develops certain of the Bank’s foreclosed properties; and Anchor Investment Corporation (“AIC”) is an operating subsidiary that is located in and formed under the laws of the State of Nevada. AIC was formed for the purpose of managing a portion of the Bank’s investment portfolio (primarily mortgage-related securities).
      The Corporation maintains a web site at www.anchorbank.com. All the Corporation’s filings under the Exchange Act are available through that web site, free of charge, including copies of Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, on the date that the Corporation files those materials with, or furnishes them to, the SEC.
Market Area
      The Bank’s primary market area consists of the metropolitan area of Madison, Wisconsin, the suburban communities of Dane County, Wisconsin, south-central Wisconsin, the Fox Valley in east-central Wisconsin, the Milwaukee metropolitan area in southeastern Wisconsin, as well as contiguous counties in Iowa, Minnesota, and Illinois. As of March 31, 2005, the Bank conducted business from its headquarters and main office in Madison, Wisconsin and from 56 other full-service offices and two loan origination offices.
Competition
      The Bank encounters strong competition in attracting both loan and deposit customers. Such competition includes banks, savings institutions, mortgage banking companies, credit unions, finance companies, mutual funds, insurance companies and brokerage and investment banking firms. The Bank’s market area includes branches of several commercial banks that are substantially larger in terms of loans and deposits. Furthermore, tax exempt credit unions operate in most of the Bank’s market area and aggressively price their products and

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services to a large portion of the market. The Corporation’s profitability depends upon the Bank’s continued ability to successfully maintain and increase market share.
      The origination of loans secured by real estate is the Bank’s primary business and principal source of profits. If customer demand for real estate loans decreases, the Bank’s income could be affected because alternative investments, such as securities, typically earn less income than real estate secured loans. Customer demand for loans secured by real estate could be reduced by a weaker economy, an increase in unemployment, a decrease in real estate values, or an increase in interest rates.
      The principal factors that are used to attract deposit accounts and that distinguish one financial institution from another include rates of return, types of accounts, service fees, convenience of office locations and hours, and other services. The primary factors in competing for loans are interest rates, loan fee charges, timeliness and quality of service to the borrower.
Lending Activities
      General. At March 31, 2005, the Bank’s net loans held for investment totaled $3.41 billion, representing approximately 84.2% of its $4.05 billion of total assets at that date. Approximately $2.8 billion, or 78.4%, of the Bank’s total loans held for investment at March 31, 2005 were secured by first liens on real estate.
      The Bank originates single-family residential loans secured by properties located primarily in Wisconsin, with adjustable-rate loans generally being originated for inclusion in the Bank’s loan portfolio and fixed-rate loans generally being originated for sale into the secondary market. In order to increase the yield and interest rate sensitivity of its portfolio, the Bank also emphasizes the origination of commercial real estate, multi-family, construction, consumer and commercial business loans secured by properties and assets located primarily in its primary market area.
      Non-real estate loans originated by the Bank consist of a variety of consumer loans and commercial business loans. At March 31, 2005, the Bank’s total loans held for investment included $591.0 million, or 16.4%, of consumer loans and $188.2 million, or 5.2%, of commercial business loans.

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      Loan Portfolio Composition. The following table presents information concerning the composition of the Bank’s consolidated loans held for investment at the dates indicated.
                                                     
    March 31,
     
    2005   2004   2003
             
        Percent       Percent       Percent
    Amount   of Total   Amount   of Total   Amount   of Total
                         
    (Dollars in thousands)
Mortgage loans:
                                               
 
Single-family residential
  $ 816,204       22.59 %   $ 745,788       22.69 %   $ 720,186       24.32 %
 
Multi-family residential
    594,311       16.45       521,646       15.87       474,678       16.03  
 
Commercial real estate
    923,587       25.56       801,841       24.40       747,682       25.24  
 
Construction
    375,753       10.40       392,713       11.95       331,338       11.19  
 
Land
    123,613       3.42       123,823       3.77       47,951       1.62  
                                     
   
Total mortgage loans
    2,833,468       78.43       2,585,811       78.68       2,321,835       78.39  
                                     
Consumer loans:
                                               
 
Second mortgage and home equity
    318,719       8.82       290,139       8.83       269,990       9.12  
 
Education
    208,588       5.77       191,472       5.83       166,507       5.62  
 
Other
    63,732       1.76       62,353       1.90       66,150       2.23  
                                     
   
Total consumer loans
    591,039       16.36       543,964       16.55       502,647       16.97  
                                     
Commercial business loans:
                                               
 
Loans
    188,236       5.21       156,631       4.77       137,359       4.64  
 
Lease receivables
    2       0.00       5       0.00       1       0.00  
                                     
   
Total commercial business loans
    188,238       5.21       156,636       4.77       137,360       4.64  
                                     
   
Gross loans receivable
    3,612,745       100.00 %     3,286,411       100.00 %     2,961,842       100.00 %
                                     
Contras to loans:
                                               
 
Undisbursed loan proceeds
    (167,317 )             (187,364 )             (160,724 )        
 
Allowance for loan losses
    (26,444 )             (28,607 )             (29,678 )        
 
Unearned net loan fees
    (6,422 )             (5,946 )             (4,946 )        
 
Net premium (discount) on loans purchased
    2,060               2,325               4,567          
 
Unearned interest
    (14 )             (7 )             (73 )        
                                     
   
Total contras to loans
    (198,137 )             (219,599 )             (190,854 )        
                                     
   
Loans receivable, net
  $ 3,414,608             $ 3,066,812             $ 2,770,988          
                                     

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    March 31,
     
    2002   2001
         
        Percent       Percent
    Amount   of Total   Amount   of Total
                 
    (Dollars in thousands)
Mortgage loans:
                               
 
Single-family residential
  $ 849,437       30.20 %   $ 872,718       34.17 %
 
Multi-family residential
    388,919       13.83       305,009       11.94  
 
Commercial real estate
    686,237       24.40       501,640       19.64  
 
Construction
    288,377       10.25       266,712       10.44  
 
Land
    45,297       1.61       43,849       1.72  
                         
   
Total mortgage loans
    2,258,267       80.29       1,989,928       77.90  
                         
Consumer loans:
                               
 
Second mortgage and home equity
    226,134       8.04       271,733       10.64  
 
Education
    130,752       4.65       130,215       5.10  
 
Other
    75,808       2.70       72,274       2.83  
                         
   
Total consumer loans
    432,694       15.38       474,222       18.57  
                         
Commercial business loans:
                               
 
Loans
    121,723       4.33       90,212       3.53  
 
Lease receivables
    2       0.00             0.00  
                         
   
Total commercial business loans
    121,725       4.33       90,212       3.53  
                         
   
Gross loans receivable
    2,812,686       100.00 %     2,554,362       100.00 %
                         
Contras to loans:
                               
 
Undisbursed loan proceeds
    (157,667 )             (111,298 )        
 
Allowance for loan losses
    (31,065 )             (24,076 )        
 
Unearned net loan fees
    (4,286 )             (3,610 )        
 
Net premium (discount) on loans purchased
    5,785               (371 )        
 
Unearned interest
    (6 )             (31 )        
                         
   
Total contras to loans
    (187,239 )             (139,386 )        
                         
   
Loans receivable, net
  $ 2,625,447             $ 2,414,976          
                         

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      The following table shows, at March 31, 2005, the scheduled contractual maturities of the Bank’s consolidated gross loans held for investment, as well as the dollar amount of such loans which are scheduled to mature after one year which have fixed or adjustable interest rates.
                                   
        Multi-Family        
        Residential and        
        Commercial        
        Real Estate,        
    Single-Family   Construction       Commercial
    Residential   and Land   Consumer   Business
    Loans   Loans   Loans   Loans
                 
    (In thousands)
Amounts due:
                               
 
In one year or less
  $ 24,570     $ 415,458     $ 32,564     $ 101,930  
 
After one year through five years
    39,230       958,660       195,663       77,602  
 
After five years
    752,404       643,146       362,812       8,706  
                         
    $ 816,204     $ 2,017,264     $ 591,039     $ 188,238  
                         
Interest rate terms on amounts due
after one year:
                               
 
Fixed
  $ 252,307     $ 376,694     $ 336,011     $ 44,132  
                         
 
Adjustable
  $ 539,327     $ 1,225,112     $ 222,464     $ 42,176  
                         
      Single-Family Residential Loans. At March 31, 2005, $816.2 million, or 22.6%, of the Bank’s total loans held for investment consisted of single-family residential loans, substantially all of which are conventional loans, which are neither insured nor guaranteed by a federal or state agency. Although the Bank continues to originate single-family residential loans, they have declined as a percentage of the Bank’s total loans held for investment from 34.2% at March 31, 2001 to 22.6% at March 31, 2005.
      The adjustable-rate loans, currently emphasized by the Bank, have up to 30-year maturities and terms which permit the Bank to annually increase or decrease the rate on the loans, based on a designated index. This is generally subject to a limit of 2% per adjustment and an aggregate 6% adjustment over the life of the loan.
      Adjustable-rate loans decrease the risks associated with changes in interest rates but involve other risks, primarily because as interest rates rise, the payment by the borrower rises to the extent permitted by the terms of the loan, thereby increasing the potential for default. At the same time, the marketability of the underlying property may be adversely affected by higher interest rates. The Bank believes that these risks, which have not had a material adverse effect on the Bank to date, generally are less than the risks associated with holding fixed-rate loans in an increasing interest rate environment. At March 31, 2005, approximately $543.7 million, or 66.6%, of the Bank’s permanent single-family residential loans held for investment consisted of loans with adjustable interest rates. Also, as interest rates decline, borrowers may refinance their mortgages into fixed-rate loans thereby prepaying the balance of the loan prior to maturity.
      The Bank continues to originate long-term, fixed-rate conventional mortgage loans. The Bank generally sells current production of these loans with terms of 15 years or more to the Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”) and other institutional investors, while keeping some of the 10-year term loans in its portfolio. The Bank also acts as agent for the FHLB to originate single family loans. In order to provide a full range of products to its customers, the Bank also participates in the loan origination programs of Wisconsin Housing and Economic Development Authority (“WHEDA”), and Wisconsin Department of Veterans Affairs (“WDVA”). The Bank retains the right to service substantially all loans that it sells.
      At March 31, 2005, approximately $272.5 million, or 33.4%, of the Bank’s permanent single-family residential loans held for investment consisted of loans that provide for fixed rates of interest. Although these loans generally provide for repayments of principal over a fixed period of 10 to 30 years, it is the Bank’s

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experience that, because of prepayments and due-on-sale clauses, such loans generally remain outstanding for a substantially shorter period of time.
      Multi-Family Residential and Commercial Real Estate. The Bank originates multi-family loans that it typically holds in its loan portfolio. Such loans generally have adjustable rates and shorter terms than single-family residential loans, thus increasing the sensitivity of the loan portfolio to changes in interest rates, as well as providing higher fees and rates than single-family residential loans. At March 31, 2005, the Bank had $594.3 million of loans secured by multi-family residential real estate and $923.6 million of loans secured by commercial real estate. These represented 16.5% and 25.6% of the Bank’s total loans held for investment, respectively. The Bank generally limits the origination of such loans to its primary market area.
      The Bank’s multi-family residential loans are primarily secured by apartment buildings and commercial real estate loans are primarily secured by office buildings, industrial buildings, warehouses, small retail shopping centers and various special purpose properties, including hotels, restaurants and nursing homes.
      Although terms vary, multi-family residential and commercial real estate loans generally have maturities of 15 to 30 years, as well as balloon payments, and terms which provide that the interest rates thereon may be adjusted annually at the Bank’s discretion, based on a designated index, subject to an initial fixed-rate for a one to five year period and an annual limit generally of 1.5% per adjustment, with no limit on the amount of such adjustments over the life of the loan.
      Construction and Land Loans. Historically, the Bank has been an active originator of loans to construct residential and commercial properties (“construction loans”), and to a lesser extent, loans to acquire and develop real estate for the construction of such properties (“land loans”). At March 31, 2005, construction loans amounted to $375.8 million, or 10.4%, of the Bank’s total loans held for investment. Land loans amounted to $123.6 million, or 3.4%, of the Bank’s total loans held for investment at March 31, 2005.
      The Bank’s construction loans generally have terms of six to 12 months, fixed interest rates and fees which are due at the time of originat