IRWIN FINANCIAL CORPORATION
10-Q, 2000-11-14
STATE COMMERCIAL BANKS
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 10-Q

(Mark One)

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2000

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to _____________

Commission file number 0-6835

 

IRWIN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

INDIANA
(State or other jurisdiction of Incorporation or organization)

35-1286807
(IRS Employer Identification No.)

500 Washington Street, Columbus, IN 47201
(Address or principal executive offices)
(Zip Code)

812-376-1909
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes __X__   No _____

As of November 7, 2000 there were outstanding 21,016,114 common shares, no par value, of the Registrant.

Part 1

Item 1

       
IRWIN FINANCIAL CORPORATION AND SUBSIDIARIES      
CONSOLIDATED BALANCE SHEET (Unaudited)      
       
       
(In thousands, except for shares) September 30,   December 31,
Assets: 2000   1999
Cash and cash equivalents $ 65,672   $ 47,215
Interest-bearing deposits with financial institutions 35,408   26,785
Trading assets 104,315   59,025
Investment securities (Market value: $36,416 in 2000 and $37,464 in 1999) - Note 2 36,822   37,508
Loans held for sale - Note 3 490,690   508,997
Loans and leases, net of unearned income - Note 4 1,117,746   733,424
Less: Allowance for loan and lease losses - Note 5 (12,629)   (8,555)
  1,105,117   724,869
Servicing assets - Note 6 140,966   138,500
Accounts receivable 59,011   49,415
Accrued interest receivable 13,731   8,430
Premises and equipment 29,373   23,368
Other assets 69,017   56,735
  $ 2,150,122   $ 1,680,847
Liabilities and Shareholders' Equity:      
Deposits      
Noninterest-bearing $ 274,888   $ 218,402
Interest-bearing 487,614   411,400
Certificates of deposit over $100,000 557,662   240,516
  1,320,164   870,318
Short-term borrowings- Note 7 442,338   473,103
Long-term debt- Note 8 29,596   29,784
Other liabilities 128,834   100,275
Total liabilities 1,920,932   1,473,480
       
Commitments and contingencies - Note 11      
       
Company-obligated mandatorily redeemable      
preferred securities of subsidiary trust- Note 9 48,125   48,071
       
Shareholders' equity      
Preferred stock, no par value - authorized      
4,000,000 shares; issued 96,336 shares as of September 30, 2000 and      
none as of December 31, 1999 1,386   -
Common stock; no par value - authorized 40,000,000 shares;      
issued 23,402,080 shares as of September 30, 2000 and December 31, 1999;      
including 2,397,764 and 2,297,303 shares in treasury as of September 30,      
2000 and December 31, 1999 respectively 29,965   29,965
Additional paid-in capital 4,311   4,250
Accumulated other comprehensive income (160)   (70)
Retained earnings 193,440   171,101
  228,942   205,246
Less treasury stock, at cost (47,877)   (45,950)
Total shareholders' equity 181,065   159,296
  $ 2,150,122   $ 1,680,847
       
       
       
       
       
The accompanying notes are an integral part of the consolidated financial statements.      
       
       
IRWIN FINANCIAL CORPORATION AND SUBSIDIARIES      
CONSOLIDATED STATEMENT OF INCOME (Unaudited)      
 

Three Months Ended 

 

September 30,

(In thousands, except for per share) 2000   1999
Interest income:      
Loans and leases $ 24,435   $ 13,724
Investment securities:      
Taxable 1,145   948
Tax-exempt 64   64
Loans held for sale 18,449   15,175
Trading account 3,520   1,651
Federal funds sold 22   87
Total interest income 47,635   31,649
Interest expense:      
Deposits 14,716   6,107
Short-term borrowings 10,264   6,540
Long-term debt 605   456
Total interest expense 25,585   13,103
Net interest income 22,050   18,546
Provision for loan and lease losses - Note 5 1,356   364
Net interest income after provision for      
loan and lease losses 20,694   18,182
Other income:      
Loan origination fees 13,854   13,327
Gain from sale of loans 24,625   19,334
       
Loan servicing fees 14,857   14,510
Amortization and impairment of servicing assets 10,234   6,454
Net loan administration income 4,623   8,056
Gain on sale of mortgage servicing assets 8,709   3,557
Trading gains (losses) 1,832   (744)
Brokerage fees and commissions 535   353
Trust fees 538   543
Service charges on deposit accounts 498   443
Insurance commissions, fees and premiums 1,303   1,430
Other 1,957   634
  58,474   46,933
Other expense:      
Salaries 32,284   28,470
Pension and other employee benefits 4,916   4,517
Office expense 3,508   3,484
Premises and equipment 7,039   5,825
Marketing and development 3,618   2,041
Other 11,383   5,161
  62,748   49,498
Income before income taxes 16,420   15,617
Provision for income taxes 6,118   5,732
  10,302   9,885
Distribution on company-obligated mandatorily      
redeemable preferred securities of subsidiary trust 1,174   1,174
Net income available to common shareholders $ 9,128   $ 8,711
       
Earnings per share of common stock available to shareholders:      
Basic - Note 10 $ 0.43   $ 0.41
Diluted - Note 10 $ 0.43   $ 0.40
Dividends per share of common stock $ 0.06   $ 0.05
       
The accompanying notes are an integral part of the consolidated financial statements.      
       
       
IRWIN FINANCIAL CORPORATION AND SUBSIDIARIES      
CONSOLIDATED STATEMENT OF INCOME (Unaudited)      
  Nine Months Ended    
  September 30,    
(In thousands, except for per share) 2000   1999
Interest income:      
Loans and leases $ 63,967   $ 37,954
Investment securities:      
Taxable 3,073   2,934
Tax-exempt 192   206
Loans held for sale 50,097   47,588
Trading account 8,685   4,526
Federal funds sold 115   505
Total interest income 126,129   93,713
Interest expense:      
Deposits 34,725   17,527
Short-term borrowings 25,763   21,381
Long-term debt 1,768   551
Total interest expense 62,256   39,459
Net interest income 63,873   54,254
Provision for loan and lease losses - Note 5 3,610   3,895
Net interest income after provision for      
loan and lease losses 60,263   50,359
Other income:      
Loan origination fees 37,250   41,670
Gain from sale of loans 58,115   74,994
       
Loan servicing fees 44,781   45,885
Amortization and impairment of servicing assets 23,044   12,512
Net loan administration income 21,737   33,373
Gain on sale of mortgage servicing assets 14,432   6,386
Trading gains (losses) 10,123   (11,130)
Brokerage fees and commissions 1,567   1,116
Trust fees 1,703   1,663
Service charges on deposit accounts 1,410   1,290
Insurance commissions, fees and premiums 3,858   2,831
Other 11,296   2,801
  161,491   154,994
Other expense:      
Salaries 87,766   85,877
Pension and other employee benefits 15,839   14,500
Office expense 10,021   9,899
Premises and equipment 20,144   17,297
Marketing and development 12,331   7,180
Other 28,619   24,573
  174,720   159,326
Income before income taxes 47,034   46,027
Provision for income taxes 17,397   17,208
  29,637   28,819
Distribution on company-obligated mandatorily      
redeemable preferred securities of subsidiary trust 3,523   3,523
Net income available to common shareholders $ 26,114   $ 25,296
       
Earnings per share of common stock available to shareholders:      
Basic - Note 10 $ 1.24   $ 1.17
Diluted - Note 10 $ 1.23   $ 1.15
Dividends per share of common stock $ 0.18   $ 0.15
       
The accompanying notes are an integral part of the consolidated financial statements.      
       
IRWIN FINANCIAL CORPORATION AND SUBSIDIARIES              
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY              
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999              
(Unaudited)              
      Accumulated        
      Other   Additional    
    Retained Comprehensive Common Paid in Treasury Preferred
(In thousands) Total Earnings Income Stock Capital Stock Stock
               
Balance at July 1, 2000 $172,817 $185,570 $ (105) $29,965 $ 4,334 $(48,333) $ 1,386
Comprehensive income:              
Net income 9,128 9,128          
Unrealized gains/losses on investment securities 45   45        
Foreign currency adjustment (100)   (100)        
Total 9,073            
Cash dividends (1,258) (1,258)          
Purchase of treasury stock (30)         (30)  
Sales of treasury stock 463       (23) 486  
Preferred stock issued -            
Balance September 30, 2000 $181,065 $193,440 $ (160) $29,965 $ 4,311 $(47,877) $ 1,386
               
Balance at July 1, 1999 $152,750 $156,655 $ (9) $29,965 $ 1,519 $(35,380) $ -
Comprehensive income:              
Net income 8,711 8,711          
Unrealized gains/losses on investment securities (4)   (4)        
Total 8,707            
Cash dividends (1,073) (1,073)          
Purchase of treasury stock (4,616)         (4,616)  
Sales of treasury stock 2,987       2,558 429  
Balance September 30, 1999 $158,755 $164,293 $ (13) $29,965 $ 4,077 $(39,567) $ -
               
The accompanying notes are an integral part of the consolidated financial statements.
               
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999              
(Unaudited)              
      Accumulated        
      Other   Additional    
    Retained Comprehensive Common Paid in Treasury Preferred
(In thousands) Total Earnings Income Stock Capital Stock Stock
               
Balance at January 1, 2000 $159,296 $171,101 $ (70) $29,965 $ 4,250 $(45,950) $ -
Comprehensive income:              
Net income 26,114 26,114          
Unrealized gains/losses on investment securities 10   10        
Foreign currency adjustment (100)   (100)        
Total 26,024            
Cash dividends (3,775) (3,775)          
Purchase of treasury stock (3,414)         (3,414)  
Sales of treasury stock 1,548       61 1,487  
Preferred stock issued 1,386           1,386
Balance September 31, 2000 $181,065 $193,440 $ (160) $29,965 $ 4,311 $(47,877) $ 1,386
               
Balance at January 1, 1999 $145,233 $142,232 $ 85 $29,965 $ 2,595 $(29,644) $ -
Comprehensive income:              
Net income 25,296 25,296          
Unrealized gains/losses on investment securities (98)   (98)        
Total 25,198            
Cash dividends (3,235) (3,235)          
Purchase of treasury stock (11,735)         (11,735)  
Sales of treasury stock 3,294       1,482 1,812  
Balance September 30, 1999 $158,755 $164,293 $ (13) $29,965 $ 4,077 $(39,567) $ -
               
The accompanying notes are an integral part of the consolidated financial statements.
 
       
IRWIN FINANCIAL CORPORATION AND SUBSIDIARIES      
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)      
       
For the nine months ended September 30, 2000   1999
(In thousands)      
Net income $ 26,114   $ 25,296
Adjustments to reconcile net income to cash provided      
by operating activities:      
Depreciation and amortization 6,675   5,560
Amortization and impairment of servicing assets 23,044   12,512
Provision for loan and lease losses 3,610   3,895
Amortization of premiums, less accretion of discounts (80)   1,085
Decrease in loans held for sale 18,307   425,780
Gain on sale of mortgage servicing assets (14,432)   (6,386)
Net increase in trading assets (45,290)   (14,967)
Other, net (4,257)   9,505
Net cash provided by operating activities 13,691   462,280
       
Lending and investing activities:      
Proceeds from maturities/calls of investment securities:      
Held-to-Maturity 1,035   8,495
Available-for-Sale (1)   3,317
Purchase of investment securities:      
Held-to-Maturity (251)   -
Available-for-Sale -   (5,944)
Net increase in interest-bearing      
deposits with financial institutions (8,623)   (12,296)
Net increase in loans, excluding sales (341,969)   (140,293)
Sale of loans 18,919   22,928
Additions to mortgage servicing assets (42,549)   (96,541)
Proceeds from sale of mortgage servicing assets 31,471   86,412
Acquisition of Onset Capital Corporation, net of cash acquired (837)   -
Other, net (10,144)   (4,100)
Net cash used by lending and investing activities (352,949)   (138,022)
       
Financing activities:      
Net increase (decrease) in deposits 449,846   (133,278)
Net decrease in short-term borrowings (87,642)   (181,761)
Prodeeds from long-term debt -   30,000
Repayments of long-term debt (223)   (2,400)
Issuance of preferred stock 1,386   -
Purchase of treasury stock (3,414)   (11,735)
Proceeds from sale of stock for employee benefit plans 1,548   3,294
Dividends paid (3,775)   (3,235)
Net cash provided (used) by financing activities 357,726   (299,115)
Effect of exchange rate changes on cash (11)   -
Net increase (decrease) in cash and cash equivalents 18,457   25,143
Cash and cash equivalents at beginning of period 47,215   77,522
Cash and cash equivalents at end of period $ 65,672   $ 102,665
       
Supplemental disclosures of cash flow information:      
Cash paid during the period:      
Interest $ 55,454   $ 38,816
Income taxes $ 4,364   $ 8,219
       
The accompanying notes are an integral part of the consolidated financial statements.      
       
 
NOTES TO THE FINANCIAL STATEMENTS (Unaudited)  
                 
                 
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES  
                 
Basis of Presentation: The interim financial data as of September 30, 2000 and for the three and nine month periods ended September 30, 2000 and September 30, 1999 is unaudited; however, in the opinion of Management, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The accompanying financial statements should be read in conjunction with the financial statements and related notes included with the Corporation's Annual Report on Form 10-K for the year ended December 31, 1999.
Reclassifications: Certain amounts in the 1999 consolidated financial statements have been reclassified to conform to the 2000 presentation.
Derivatives: On June 15, 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (FAS 133). FAS 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the market value of derivatives would be recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133," deferring its effective date to fiscal years beginning after June 15, 2000. In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities" amending SFAS 133. The Corporation will adopt SFAS 133 on January 1, 2001. Because of the Corporation's limited use of derivatives, Management does not believe the adoption of this statement will have a material impact on it financial position or results of operations.
                 
Derivative instruments on the Corporation's balance sheet are currently classified as trading assets and carried at market value. Changes in market value are recorded as trading gains or losses on the income statement.
                 
Trading Assets: Trading assets are stated at fair value. Unrealized gains and losses are included in earnings. Included in trading assets are interest-only strips. Market values for interest-only strips are determined using assumptions about the duration and performance of the securitized loans and are calculated on the basis of the expected timing of cash receipts by the company. Included in these assumptions are estimates of the lives of the loans, expected losses, and appropriate discount rates. Management continually evaluates these assumptions to determine the proper carrying values of these items on the balance sheet. Adjustments to carrying values are recorded as trading gains or losses.
                 
Foreign Currency: Assets and liabilities of foreign entities, where the local currency is the functional currency, have been translated at quarter-end exchange rates, and income and expenses have been translated to U.S. dollars at average-period rates. Adjustments resulting from translation have been recorded in accumulated other comprehensive income as a component of shareholders' equity.
NOTE 2 - INVESTMENT SECURITIES                
                 
The carrying amounts of investment securities, including net unrealized losses of $100 thousand and $117 thousand on available-for-sale securities at September 30, 2000 and December 31, 1999, respectively, are summarized as follows:
                 
          September 30, December 31,    
(In thousands)         2000 1999    
                 
Held-to-Maturity                
US Treasury and Government obligations         $ 21,004 $ 21,238    
Obligations of states and political subdivisions         4,586 4,706    
Mortgage-backed securities         2,308 2,981    
Corporate Obligations         250 --    
Total Held-to-Maturity         28,148 28,925    
                 
                 
Available-for-Sale                
US Treasury and Government obligations         4,941 4,934    
Mortgage-backed securities         3,056 3,070    
Other         677 579    
Total Available-for-Sale         8,674 8,583    
                 
Total Investments         $ 36,822 $ 37,508    
                 
                 
Securities which the Corporation has the positive intent and ability to hold until maturity are classified as "held-to-maturity" and are stated at cost adjusted for amortization of premium and accretion of discount. Securities that might be sold prior to maturity are classified as "available-for-sale" and are stated at fair value. Unrealized gains and losses on available-for-sale securities, net of the future tax impact, are reported as a separate component of shareholders' equity until realized.
                 
                 
NOTE 3 - LOANS HELD FOR SALE                
                 
Loans held for sale are stated at the lower of cost or market as of the balance sheet date.
                 
                 
                 
NOTE 4 - LOANS AND LEASES                
                 
Loans and leases are summarized as follows:                
          September 30, December 31,    
(In thousands)         2000 1999    
                 
Commercial, financial and agricultural         $ 646,990 $ 443,985    
Real estate-construction         161,172 121,803    
Real estate-mortgage         131,240 115,265    
Consumer         46,498 48,936    
Direct financing leases         157,312 3,890    
Unearned income         (25,466) (455)    
                 
          $ 1,117,746 $ 733,424    
                 
                 
NOTE 5 - ALLOWANCE FOR LOAN AND LEASE LOSSES    
                 
Changes in the allowance for loan and lease losses are summarized as follows:    
                 
          September 30, December 31,    
(In thousands)         2000 1999    
                 
Balance at beginning of period         $ 8,555 $ 9,888    
                 
Acquisition of Onset Capital         1,908 -    
Provision for loan and lease losses         3,610 4,443    
Reduction due to sale of loans         - (3,126)    
Reduction due to reclassification of loans to held for sale         (16) (922)    
Recoveries         341 503    
Charge-offs         (1,743) (2,231)    
Other         (26) -    
                 
Balance at end of period         $ 12,629 $ 8,555    
                 
                 
                 
NOTE 6- SERVICING ASSETS                
                 
Included on the consolidated balance sheet at September 30, 2000 and December 31, 1999 are $141.0 million and $138.5 million, respectively, of servicing assets. These amounts relate to the principal balances of loans serviced by the Corporation for investors. Although they are not generally held for sale, there is an active secondary market for servicing assets. The Corporation has periodically sold servicing assets.
                 
Mortgage Servicing Asset:                
          September 30, December 31,    
(In thousands)         2000 1999    
Beginning Balance         $ 138,500 $ 117,129    
Additions         42,549 84,653    
Amortization and impairment         (23,044) (15,702)    
Reduction for servicing sales         (17,039) (47,580)    
          $ 140,966 $ 138,500    
                 
                 
NOTE 7- SHORT-TERM BORROWINGS                
                 
Short-term borrowings are summarized as follows:                
                 
          September 30, December 31,    
(In thousands)         2000 1999    
                 
Federal funds and Federal Home Loan Bank borrowings         $ 180,000 $ 173,000    
Lines of Credit and Other         174,301 231,413    
Repurchase agreements and drafts payable related to                
mortgage loan closings         73,556 46,796    
Commercial paper         14,481 21,894    
                 
Total         $ 442,338 $ 473,103    
                 
Repurchase agreements at December 31, 1999, include $0.7 million in mortgage loans sold under agreements to repurchase which are used to fund mortgage loans sold prior to sale in the secondary market. These repurchase agreements are collateralized by mortgage loans held for sale.
                 
Drafts payable related to mortgage loan closings totaled $73.6 million and $46.1 million at September 30, 2000 and December 31, 1999, respectively. These borrowings are related to mortgage closings at the end of the period which have not been presented to banks for payment. When presented for payment these borrowings will be funded internally or by borrowing from the lines of credit.
                 
The Corporation has lines of credit available to fund mortgage loans held for sale. Interest on the lines of credit is payable monthly at variable rates ranging from 7.13% to the lender's prime rate at September 30, 2000.
                 
                 
NOTE 8 -- LONG-TERM DEBT                
                 
Long-term debt at September 30, 2000 consists of a note payable of $30.0 million with an interest rate of 7.58% that will mature on July 7, 2014. The note is shown on the balance sheet net of capitalized issuance costs.
                 
NOTE 9 -- COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES
OF SUBSIDIARY TRUST    
                 
In January 1997, the Corporation issued $50 million of trust preferred securities through IFC Capital Trust I, a trust created and controlled by the Corporation. The securities were issued at $25 per share with a cumulative dividend rate of 9.25% payable quarterly. They have an initial maturity of 30 years with a 19-year extension option. The securities are callable at par after five years from issuance, or immediately, in the event of an adverse tax development affecting the Corporation's classification of the securities for federal income tax purposes. They are not convertible into common stock of the Corporation. The securities are shown on the balance sheet net of capitalized issuance costs.
                 
The sole assets of IFC Capital Trust I are subordinated debentures of the Corporation with a principal balance of $51.5 million, an interest rate of 9.25% and an initial maturity of 30 years with a 19-year extension option.
                 
NOTE 10 -- EARNINGS PER SHARE                
                 
Earnings per share calculations are summarized as follows:                
                 
          Effects of Stock      
        Basic Earnings Options and Diluted Earnings    
(In thousands, except share data)       Per Share Preferred shares Per Share    
Three months ended September 30, 2000            
Net income available to common shareholders       $ 9,128 $ - $ 9,128    
Shares       20,986 223 21,209    
Per-Share Amount available to common shareholders       $ 0.43 $ - $ 0.43    
             
Nine months ended September 30, 2000            
Net income available to common shareholders       $ 26,114 $ - $ 26,114    
Shares       21,001 211 21,212    
Per-Share Amount available to common shareholders       $ 1.24 $ (0.01) $ 1.23    
           
           
                 
        Basic Earnings Effects of Diluted Earnings    
        Per Share Stock Options Per Share    
Three months ended September 30, 1999                
Net income available to common shareholders       $ 8,711 $ - $ 8,711    
Shares       21,498 345 21,843    
Per-Share Amount available to common shareholders       $ 0.41 $ (0.01) $ 0.40    
                 
Six months ended September 30, 1999                
Net income available to common shareholders       $ 25,296 $ - $ 25,296    
Shares       21,605 362 21,967    
Per-Share Amount available to common shareholders       $ 1.17 $ (0.02) $ 1.15    
                 
                 
                 
NOTE 11 -- CONTINGENCIES                
                 
In the normal course of business, Irwin Financial Corporation and its subsidiaries are subject to various claims and other pending and possible legal actions.
Irwin Mortgage Corporation (IMC) is a defendant in a class action lawsuit relating to IMC's payment of broker fees to mortgage brokers. The litigation is pending on appeal before the U. S. Court of Appeals for the 11th Circuit for review of the class certification. Because the case is in the early stages of litigation, the Corporation is unable at this time to form a reasonable estimate of the amount of potential loss, if any, that the Corporation could suffer.
                 
                 
NOTE 12 -- INDUSTRY SEGMENT INFORMATION                
                 
The Corporation has five principal segments that provide a broad range of financial services throughout the United States. The Mortgage Banking line of business originates, sells and services residential first mortgage loans. The Home Equity Lending line of business originates and services home equity loans. The Commercial Banking line of business provides commercial banking services. The Equipment Leasing line of business leases commercial equipment. The Venture Capital line of business invests in early-stage financial services-oriented technology companies. Other consists primarily of the parent company including eliminations.
                 
The accounting policies of each segment are the same as those described in the "Summary of Significant Accounting Policies". Below is a summary of each segment's revenues, net income, and assets for 2000 and 1999:

 

  Mortgage Home Equity Commercial Equipment Venture    
(In thousands) Banking Lending Banking Leasing Capital Other Consolidated
For the three months ended September 30, 2000              
Net interest income, net of provision $ 5,494 $ 7,927 $ 8,103 $ 638 $ (244) $ (1,224) $ 20,694
Intersegment interest (2,127) (487) 1,603 (13) - 1,024 -
Other revenue 21,190 20,181 2,919 504 (13) 13,693 58,474
Intersegment revenues 12,239 - 43 - 100 (12,382) -
Total net revenues 36,796 27,621 12,668 1,129 (157) 1,111 79,168
Other expense 29,999 20,233 4,320 1,653 121 6,422 62,748
Intersegment expenses 538 153 4,931 2 - (5,624) -
Net income before taxes 6,259 7,235 3,417 (526) (278) 313 16,420
Income taxes 2,398 2,745 1,167 15 (112) (95) 6,118
  3,861 4,490 2,250 (541) (166) 408 10,302
Distribution on Preferred Securities 166 529 453 26 - - 1,174
Net income available to shareholders $ 3,695 $ 3,961 $ 1,797 $ (567) $ (166) $ 408 $ 9,128
Assets at September 30, 2000 $564,846 $ 405,173 $1,061,797 $132,388 $15,053 $(29,135) $ 2,150,122
               
For the three months ended September 30, 1999              
Net interest income, net of provision $ 7,105 $ 4,895 $ 7,626 $ (4) $ 3 $ (1,443) $ 18,182
Intersegment interest (982) (361) - - - 1,343 -
Other revenue 38,917 6,264 2,734 - 1,295 (2,277) 46,933
Intersegment revenues - - 41 - - (41) -
Total net revenues 45,040 10,798 10,401 (4) 1,298 (2,418) 65,115
Other expense 33,550 8,099 7,064 359 20 406 49,498
Intersegment expenses 605 145 272 - - (1,022) -
Net income before taxes 10,885 2,554 3,065 (363) 1,278 (1,802) 15,617
Income taxes 4,410 - 1,188 - 491 (357) 5,732
  6,475 2,554 1,877 (363) 787 (1,445) 9,885
Distribution on Preferred Securities - - - - - 1,174 1,174
Net income available to shareholders $ 6,475 $ 2,554 $ 1,877 $ (363) $ 787 $ (2,619) $ 8,711
Assets at December 31, 1999 $549,966 $ 339,640 $ 789,560 $ 543 $ 8,096 $ (6,958) $ 1,680,847
               
               
  Mortgage Home Equity Commercial Equipment Venture    
(In thousands) Banking Lending Banking Leasing Capital Other Consolidated
For the nine months ended September 30, 2000              
Net interest income, net of provision $ 18,850 $ 22,536 $ 22,874 $ 661 $ (603) $ (4,055) $ 60,263
Intersegment interest (6,523) (1,351) 4,230 (47) (1) 3,692 -
Other revenue 65,121 50,338 8,714 514 7,407 29,397 161,491
Intersegment revenues 29,501 - 124 - 300 (29,925) -
Total net revenues 106,949 71,523 35,942 1,128 7,103 (891) 221,754
Other expense 88,215 52,080 2,810 3,426 310 27,879 174,720
Intersegment expenses 1,661 993 23,493 22 - (26,169) -
Net income before taxes 17,073 18,450 9,639 (2,320) 6,793 (2,601) 47,034
Income taxes 6,625 7,011 3,449 15 2,716 (2,419) 17,397
  10,448 11,439 6,190 (2,335) 4,077 (182) 29,637
Distribution on Preferred Securities 504 924 840 31 - 1,224 3,523
Net income available to shareholders $ 9,944 $ 10,515 $ 5,350 $ (2,366) $ 4,077 $ (1,406) $ 26,114
Assets at September 30, 2000 $564,846 $ 405,173 $1,061,797 $132,388 $15,053 $(29,135) $ 2,150,122
               
For the nine months ended September 30, 1999              
Net interest income, net of provision $ 17,328 $ 14,903 $ 21,304 $ (4) $ (60) $ (3,112) $ 50,359
Intersegment interest (2,192) (1,035) - - - 3,227 -
Other revenue 127,345 19,808 8,782 - 1,289 (2,230) 154,994
Intersegment revenues - - 125 - - (125) -
Total net revenues 142,481 33,676 30,211 (4) 1,229 (2,240) 205,353
Other expense 110,196 24,041 20,708 360 25 3,996 159,326
Intersegment expenses 1,872 749 784 - - (3,405) -
Net income before taxes 30,413 8,886 8,719 (364) 1,204 (2,831) 46,027
Income taxes 12,368 - 3,327 - 480 1,033 17,208
  18,045 8,886 5,392 (364) 724 (3,864) 28,819
Distribution on Preferred Securities - - - - - 3,523 3,523
Net income available to shareholders $ 18,045 $ 8,886 $ 5,392 $ (364) $ 724 $ (7,387) $ 25,296
Assets at December 31, 1999 $549,966 $ 339,640 $ 789,560 $ 543 $ 8,096 $ (6,958) $ 1,680,847
               
               

 

Part I

Item 2

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and footnotes. This discussion contains forward-looking statements that are based on management's expectations, estimates, projections and assumptions. Words such as "expected," "assumptions," "estimate," and similar expressions are intended to identify forward-looking statements, which include, but are not limited to, projections of business strategies and future activities. These statements are not guarantees of future performance and involve uncertainties that are difficult to predict. Actual future results may differ materially from what is projected due to a variety of factors, including, but not limited to, unexpected changes in interest rates or in the economies served by the Corporation, competition from other financial service providers, unanticipated difficulties in expanding the Corporation's business, legislative or regulatory changes, or governmental changes in monetary or fiscal policy.

Overview

Net income for the third quarter ended September 30, 2000, was $9.1 million, up 4.8% from third quarter 1999 net income of $8.7 million. Net income per share (diluted) was $0.43 for the third quarter of 2000 as compared to $0.40 for the same period in 1999. Return on equity for the third quarter of 2000 was 21.04% compared to 22.31% in 1999.

For the year to date, the Corporation recorded net income of $26.1 million, up 3.2% from 1999. Net income per share (diluted) was $1.23, up from $1.15 a year earlier. Return on equity for the year to date was 20.88% as compared to 22.15% for the same period in 1999.

Lines of Business

Irwin Financial Corporation has five principal lines of business:

*

Mortgage banking (includes Irwin Mortgage Corporation and the related activities of Irwin Union Bank)

*

Home equity lending (includes Irwin Home Equity Corporation and the related activities of Irwin Union Bank)

*

Commercial banking (Irwin Union Bank)

*

Equipment leasing (includes Irwin Business Finance, Onset Capital Corporation, and the related activities of Irwin Union Bank)

*

Venture capital (includes Irwin Ventures, Inc. and the related activities of Irwin Union Bank)

 

Listed below is net income by line of business for the quarter and year to date, as compared to the same periods in 1999:

 

Three Months

Nine Months

 

Ended September 30,

Ended September 30,

(In Thousands)

2000

1999

2000

1999

         

Mortgage banking

$3,695

$6,475

$9,944

$18,045

Home equity lending

3,961

2,554

10,515

8,886

Commercial banking

1,797

1,877

5,350

5,392

Equipment leasing

(567)

(363)

(2,366)

(364)

Venture capital

(166)

787

4,077

725

Parent (includes
consolidating entries)


408


(2,619)


(1,406)


(7,388)

         
 

$9,128

$8,711

$26,114

$25,296

Mortgage Banking

Selected Financial Data (shown in thousands):

 

Three Months

Nine Months

 

Ended September 30,

Ended September 30,

Selected Income Statement Data

2000

1999

2000

1999

         

Loan origination fees

$9,059

$11,612

$25,417

$37,267

Gain from sale of loans

11,469

15,761

33,977

61,798

Loan servicing fees

12,602

12,921

38,939

41,215

Amortization and impairment of
  servicing assets, net of hedging


(9,726)


(5,963)


(21,606)


(21,820)

Net interest income

3,322

6,061

12,261

17,264

Provision for loan losses

45

62

66

(2,128)

Gain on sale of servicing

8,709

3,557

14,432

6,386

Other income

1,316

1,029

3,463

2,499

Total net revenues

36,796

45,040

106,949

142,481

         

Salaries and employee benefits

18,399

21,825

54,328

69,081

Other operating expenses

12,304

12,330

36,052

42,987

         

Income before tax

6,093

10,885

16,569

30,413

Income tax

2,398

4,410

6,625

12,368

Net income

$3,695

$6,475

$9,944

$18,045

         
         

Return on average equity

21.11%

25.21%

18.94%

23.42%

Mortgage loan originations

$1,043,456

$1,382,946

$2,986,445

$4,769,740

         
         

Selected Operating Data:

September 30,

December 31,

 

2000

1999

     

Servicing portfolio

$9,963,018

$10,488,112

Mortgage loans held for sale

259,223

277,614

Mortgage servicing asset

133,288

132,648

 

Mortgage banking activities are conducted by Irwin Mortgage Corporation which originates, sells, and services residential mortgage loans throughout the United States.

Net income from mortgage banking for the third quarter was $3.7 million, down 42.9% from the same period in 1999. Year to date, net income was $9.9 million compared to $18.0 million in 1999. Return on average equity was 21.11% for the third quarter of 2000, compared to 25.21% during the same period in 1999. These declines relate to decreased loan origination fees and lower interest income due to reduced volume resulting from higher interest rates and lower absorption of fixed costs.

As a result of the higher interest rate environment, mortgage loan originations of $1.0 billion were 24.5% below the third quarter of 1999. For the year, originations totaled $3.0 billion, down 37.4% from 1999. Refinances accounted for 13.2% of loan production in the third quarter of 2000, and 13.7% year to date. This compares to 15.9% and 31.6%, respectively, in 1999. Lower production volume caused mortgage loan origination income to decrease 22.0% in the third quarter to $9.1 million. Year to date it was down 31.8% to $25.4 million.

As a result of lower loan production in the third quarter of 2000, gains on the sale of loans decreased 27.2% to $11.5 million and net interest income declined 45.2% to $3.3 million. Year to date, gains on sale of loans decreased 45.0% to $34.0 million. Net interest income year to date declined 29.0% to $12.3 million.

Mortgage loan servicing fees totaled $12.6 million and $38.9 million for the third quarter and year to date 2000. This represents a decrease of 2.5% and 5.5%, respectively. The servicing portfolio totaled $10.0 billion at September 30, 2000, a 5.0% decrease from December 31, 1999.

Mortgage servicing assets totaled $133.3 million at September 30, 2000, compared to $132.6 million at December 31, 1999. The amortization and impairment of servicing assets of $9.7 million in the third quarter of 2000 represents an increase of 63.1% compared to the same period in 1999. Year to date amortization and impairment totaled $21.6 million, down 1.0% from 1999 amortization and impairment expense of $21.8 million. The year to date 1999 expense includes a $10.8 million hedging gain, offset partially by a $9.2 million reversal of the valuation allowance.

The provision for loan losses was down $2.2 million in the year to date 2000 compared to the same period in 1999. The year to date 2000 figures include a reclassification to reflect management's intent to sell non-performing residential mortgage loans on a flow basis, rather than managing them as part of a loan portfolio. Prior to the third quarter of 1999, all nonperforming loans held at the mortgage bank were included in the non-performing asset category. With the change, these non-performing loans are more appropriately classified as part of the portfolio of loans held for sale and carried at the lower of cost or market value. There is no economic difference in this accounting classification as marking the loans to market when valued at less than face value has the same effect as establishing a loan loss allowance.

Gains from the sale of mortgage servicing were up $5.2 million from the third quarter of 1999 to $8.7 million. Year to date gains from the sale of servicing totaled $14.4 million, up $8.0 million from 1999. This increase was the result of the company's effort to realize a portion of the increase in value in its servicing portfolio. In addition, the increased sales of servicing during the quarter enabled the company to continue investment in the loan origination portion of the business.

Salaries and employee benefits decreased 15.7% to $18.4 million for the third quarter of 2000. Year to date, salaries and employee benefits decreased 21.4% to $54.3 million. The reduction was due to a decline in commissions as a result of lower loan production in 2000. These declines reflect the company's efforts at cost reduction in light of reduced originations.

Home Equity Lending

Selected Financial Data (shown in thousands):

 

Three Months

Nine Months

 

Ended September 30,

Ended September 30,

Selected Income Statement Data

2000

1999

2000

1999

         

Net interest income-
   unsold loans and other


$3,866


$2,807


$12,269


$9,175

I/O strip interest income

3,574

1,727

8,916

4,693

Loan origination fees

4,683

1,545

11,513

3,861

Gain from sale of loans

11,585

4,035

23,865

12,630

Loan servicing fees

1,968

1,284

5,081

3,530

Amortization and impairment of
   servicing assets


(394)


(401)


(1,104)


(1,104)

Trading gains (losses)

1,832

(708)

10,123

(321)

Other revenue

507

509

860

1,212

Total net revenues

27,621

10,798

71,523

33,676

Operating expenses

20,915

8,244

53,997

24,790

Income before tax

6,706

2,554

17,526

8,886

Income tax

2,745

0

7,011

0

Net income

Return of average equity
Home equity originations

$3,961

30.56%
$192,965

$2,554

13.16%
$97,545

$10,515

25.55%
$601,038

$8,886

16.35%
$291,785

         
     

Other Selected Financial Data:

September 30,

December 31,

 

2000

1999

     

Home equity loans and loans held for sale


$237,060


$233,326

Interest-only strip

103,903

57,833

Managed portfolio

1,283,517

842,403

 

 

 

 

The home equity lending business markets home equity and first mortgage loans through direct mail and telemarketing in 25 states, and through Internet-based solicitations.

Net income for the home equity lending business was $4.0 million, $6.7 million pre-tax, during the third quarter of 2000, and $10.5 million, $17.5 million pre-tax, for the year to date 2000. These results are compared to 1999 third quarter and year to date pre-tax net income of $2.6 million and $8.9 million, respectively. Income tax expense for the quarter and nine month period ended September 30, 1999 was recorded at the parent company as the home equity lending business had not fully utilized its net operating loss carryforwards until late in 1999.

Net interest income increased for unsold loans and other, as well as on I/O strips for both the quarter and year to date versus 1999. The total increase in net interest income over 1999 was $2.9 million for the third quarter and $7.3 million year to date. These increases are a result of increased loan production and sales during 2000 compared to 1999.

During the third quarter of 2000, home equity loan and line of credit production (originated and purchased)totaled $193.0 million, compared with $97.5 million in 1999. Year to date, loan production totaled $601.0 million, compared to $291.8 million in 1999. Included in the year to date 2000 increases were $151.9 million in home equity loans which were acquired from other prime credit, high loan-to-value lenders. There were no such acquisitions during the third quarter of 2000.

Gains from the securitization of loans totaled $11.6 million in the third quarter 2000, up 187.1% from the third quarter 1999. Year to date gains from securitization of loans totaled $23.9 million versus $12.6 million in 1999. Gain on sale as a percentage of loans securitized was 4.2% and 3.9% for the nine months ended September 30, 2000 and 1999, respectively. The company sold $209.0 million and $565.2 million, respectively, of product in the quarter and nine month period ended September 30, 2000, versus $74.9 million and $320.8 million, respectively, during the quarter and nine month period ended September 30, 1999.

The home equity lending business services the loans it has securitized and collects an annual fee of up to 1% of the outstanding principal balance of the securitized loans. Net servicing fee income totaled $1.6 million in the third quarter of 2000, up 78.3% from the same period in 1999. Year to date, net servicing fee income totaled $4.0 million, a 63.9% increase over 1999. The increase is primarily due to growth in the servicing portfolio.

The securitization of loans into the secondary market results in the creation of a residual asset which we refer to as interest-only strips. Interest-only strips are carried at their market values determined using assumptions about the duration and performance of the securitized loans. At September 30, 2000, the assumed annual loss rates ranged from 0.25% to 4.00%, prepayment speeds ranged from 6% to 37% CPR (constant prepayment rate) per year and 2% to 4% HEP (home equity prepayment rate), and the discount rate was 15%. To mitigate the interest rate risk associated with certain interest-only strips, the home equity lending business uses an interest rate cap which is also carried at its market value, which was $0.4 million at September 30, 2000.

Included in income during the third quarter of 2000 was a net unrealized trading gain of $1.8 million recorded to adjust the carrying value of interest-only strips and the interest rate cap to their market values. This net gain compares with a $0.7 million loss recorded in the third quarter of 1999. Year to date, trading gains totaled $10.1 million, compared with $0.3 million trading loss in 1999. The improvement in 2000 is due to increased volume of securitizations and a higher interest rate environment, which has slowed prepayment expectations and experience.

Operating expenses were $20.9 million in the third quarter of 2000, up $12.7 million from 1999. Year to date operating expenses were $54.0 million compared to $24.8 million a year earlier. These increases are reflective of the growth in the company's managed portfolio and growth in production.

Early in the fourth quarter of 2000, the home equity lending business acquired the residual interest, servicing rights and related whole loans of an approximately $400 million pool of previously securitized home equity lines of credit. The collateral supporting the pool is comprised of seasoned lines of credit predominantly up to 100% combined loan-to-value and similar in credit quality and yield to lines of credit originated by the company.

Commercial Banking

Selected Financial Data (shown in thousands):

 

Three Months

Nine Months

 

Ended September 30,

Ended September 30,

Selected Income Statement Data

2000

1999

2000

1999

         

Net interest revenue

10,340

$8,028

$28,906

$22,708

Provision for loan losses

(634)

(402)

(1,802)

(1,404)

Other income

2,962

2,775

8,838

8,907

Other operating expenses

9,704

7,336

27,143

21,492

Income before tax

2,964

3,065

8,799

8,719

Income tax

1,167

1,188

3,449

3,327

Net income

$1,797

$1,877

$5,350

$5,392

         

Return on average equity

14.19%

13.73%

12.88%

14.07%

         

Selected Balance Sheet Data:

September 30,

December 31,

 

2000

1999

     

Securities and short-term
   investments


$21,980


$21,603

Loans and leases

974,539

720,493

Allowance for loan losses

(8,559)

(7,375)

Deposits

924,272

710,899


Commercial banking activities are conducted by Irwin Union Bank (the Bank) which is headquartered in Columbus, Indiana. In recent years, the Bank has implemented a growth plan that calls for expansion into new markets outside of its traditional markets in south-central Indiana, which involves opening new offices staffed by senior commercial loan officers who have prior experience with other commercial banks. Currently, the Bank operates 20 banking facilities in nine counties in Indiana. In addition, the Bank has four banking branches outside Indiana: three branches in Michigan located in Kalamazoo, Grandville (Grand Rapids), and Traverse City, and one branch in Carson City, Nevada. The bank also has loan production offices in Brentwood (St. Louis), Missouri; Louisville, Kentucky; and Salt Lake City, Utah. Offices in Las Vegas, Nevada and Phoenix, Arizona are expected to open in the fourth quarter, 2000.

Net income for the Bank decreased in the third quarter by $0.1 million to $1.8 million compared to the third quarter of 1999. Year to date, net income was $5.3 million, an decrease of 0.8% versus 1999. Net interest income improved 28.8% to $10.3 million in the third quarter of 2000 from $8.0 million for the same period in 1999. Year to date net interest income improved 27.3% to $28.9 million from $22.7 million for the same period in 1999. These increases relate primarily to the Bank's continued growth in new markets. The provision for loan losses increased 57.7% to $634 thousand in the third quarter compared with a provision of $402 thousand a year earlier. Year to date provision increased 28.3% to $1.8 million compared with a provision of $1.4 million a year earlier.


Following is an analysis of net interest income and net interest margin computed on a tax equivalent basis:

For the Three Months
Ended September 30,

 


2000

   


1999

 


(In Thousands)

Average
Balance


Interest

Yield/
Rate

Average
Balance


Interest

Yield/
Rate

             

Interest-earning
assets


$939,304


$21,927


9.29%


$655,282


$14,137


8.56%

             

Interest-bearing
liabilities


842,085


11,533


5.45%


569,073


6,065


4.23%

             

Net interest income

 

$10,394

 

*

$8,072

*

             

Net interest margin

*

*

4.40%

   

4.89%


For the Nine Months
Ended September 30,

 


2000

   


1999

 


(In Thousands)

Average
Balance


Interest

Yield/
Rate

Average
Balance


Interest

Yield/
Rate

             

Interest-earning
assets


$862,164


$58,570


9.07%


$617,030


$39,167


8.49%

             

Interest-bearing
liabilities


771,123


29,500


5.11%


531,601


16,283


4.10%

             

Net interest income

 

$29,070

 

*

$22,884

*

             

Net interest margin

*

*

4.50%

   

4.96%



Interest margins during 2000 have declined as shown above compared to 1999 as a result of higher cost sources of funds, including increased use of brokered deposits and an allocation from the holding company of interest-bearing capital during the second quarter and third quarter of 2000. Prior to this inter-company allocation, which has no consolidated impact, the net interest margin for the third quarter and year to date 2000 at the Bank declined 39 basis points compared to the same periods in 1999.

Total operating expenses, including salaries and benefits, increased 32.3% in the third quarter of 2000 to $9.7 million compared to $7.3 million in the third quarter of 1999. Year to date, total operating expenses were $27.1 million, an increase of 26.3% compared to $21.5 million during the same period in 1999. The continued expansion of the Bank's operations into new markets led to the increased non-interest expense in 2000.


Equipment Leasing

During 1999, the Corporation formed a new leasing subsidiary, Irwin Business Finance. The company began organizing in the second quarter of 1999 and began lease originations in early 2000. On July 14, 2000, the Corporation completed its acquisition of a 78% ownership position in Onset Capital Corporation, a Canadian small-ticket equipment leasing company. During the third quarter of 2000, the leasing line of business incurred a pre-tax loss of $0.6 million. Year to date, the leasing line of business incurred a pre-tax loss of $2.4 million. These losses reflect expenses related to staffing, systems development and portfolio growth initiatives in excess of portfolio revenue. Total loan and lease receivables originated during the three month and nine month periods ended September 30, 2000 were $27.8 million and $79.3 million, respectively. The acquisition of Onset added approximately $60 million of new leases to the portfolio. The total loan and lease portfolio now totals $128.2 million at September 30, 2000.

Venture Capital

During 1999, the Corporation formed Irwin Ventures, Inc., a venture capital company which makes minority investments in early-stage financial services-related businesses. Its primary focus is on businesses which plan to use technology as a key component of their competitive strategy. The company seeks to make investments in opportunities where the financial services experience and expertise of Irwin Ventures' management team can add superior value to innovative companies. During the third quarter of 2000 the venture capital line of business recorded a net loss of $166 thousand related to operating expenses. Year to date, the venture capital line of business recorded net income of $4.1 million which resulted principally from valuation increases in one of its portfolio investments.

Venture capital investments held by Irwin Ventures, Inc. are carried at fair value with changes in market value recognized in other income. The investment committee of Irwin Ventures determines the value of the investments at the end of each reporting period and the values are adjusted based upon review of the investee's financial results, condition, and prospectus. Changes in estimated market values can also be made when an event such as a new funding round from other private equity investors would cause a change in estimated market value. There were no valuation adjustments required during the quarter for the venture capital investments.

At September 30, 2000 the business had investments in the following companies:

Company

Public/Private

Investment At Cost

Carrying Value

       

LiveCapital.com

Private

$1.94 million

$10.70 million

Bremer Associates, Incorporated


Private


$1.17 million


$1.17 million

DocuTouch

Private

$1.00 million

$1.00 million

     Total

 

$4.11 million

$12.87 million



Parent Company (including consolidating entries)

For the quarter ended September 30, 2000, the parent company recorded net income of $408 thousand compared with a net loss of $2.6 million a year earlier. Year to date, the parent company recorded a $1.4 million net loss compared to a $7.4 million net loss in 1999. The parent company recorded approximately $0.2 million and $0.9 million of income tax benefit related to Irwin Business Finance for the three month and nine month periods ended September 30, 2000. The parent company will continue to record tax benefits resulting from the operating losses of Irwin Business Finance until such time as Irwin Business Finance becomes profitable and utilizes all of its operating loss carryforwards.

The improvement in results in 2000 over 1999 primarily relates to an intercompany allocation of interest-bearing capital from the parent company to each of the Corporation's four asset-generating lines of business. The parent began this allocation process on April 1, 2000.


Consolidated Income Statement Analysis

Net interest income for the third quarter of 2000 totaled $22.0 million, up 18.9% from the third quarter of 1999. For the year, net interest income totaled $63.9 million, a 17.7% increase over 1999. The increase was due primarily to increased loans outstanding at the Bank and home equity business which offset declines in the mortgage banking lines of business resulting from the higher interest rate environment.

The loan and lease loss provision was $1.4 million for the third quarter of 2000, as compared with $0.4 million for the same period in 1999. For the year, the provision totaled $3.6 million versus $3.9 million in 1999. See the section on credit risk for additional information on the loan loss provision.

Noninterest income increased 24.6% to $58.5 million in the third quarter of 2000. Year to date, noninterest income increased 4.2% to $161.5 million. The increase in 2000 versus 1999 was caused primarily by increased revenues in the home equity line of business resulting from increased production and increased loan sales. These increased revenues were partially offset by lower revenues in the Corporation's mortgage banking line of business as a result of the higher interest rate environment which slowed loan production activity.

Other expenses increased 26.8% in the third quarter of 2000 to $62.7 million. For the year, other expenses increased $15.4 million or 9.7% over the same period in 1999.

The effective income tax rate for the Corporation was 40.1% during the third quarter of 2000 and 40.0% year to date. This compares with 39.7% in the third quarter of 1999 and 40.5% year to date 1999.


Consolidated Balance Sheet Analysis

Total assets of the Corporation at September 30, 2000, were $2.2 billion, up from December 31, 1999 total assets of $1.7 billion. The increase was due primarily to growth in loans at the Bank. The increase in assets was accompanied by a $0.4 billion increase in interest-bearing deposits primarily at the Bank. A portion of noninterest bearing deposits is associated with escrow accounts held on loans in the servicing portfolio of Irwin Mortgage. These escrow accounts totaled $180.6 million at September 30, 2000, up from $148.9 million at December 31, 1999.

Shareholders' equity grew to $181.1 million at September 30, 2000, an increase of 13.7% over year-end 1999 shareholders' equity of $159.3 million. Contributing to the growth in shareholders' equity was the issuance during the first quarter of 2000 of approximately $1.4 million in non-coupon, convertible preferred shares of the Corporation's stock. This stock was issued to certain qualified investors thought to be in a position to support deposit growth in certain of the expansion markets of the Bank. Shareholders' equity at September 30, 2000 was $8.55 per common share, an increase of 13.2% compared to December 31, 1999. The Corporation's equity to assets ratio ended the quarter at 8.42% compared to 9.48% at the year end of 1999.


Credit Risk

The assumption of credit risk is a key source of earnings for the commercial banking, home equity lending and equipment leasing lines of business. In addition, the mortgage banking business assumes some credit risk despite the fact that the mortgages are typically insured.

The credit risk in the loan portfolios of the Bank and the home equity lending business have the most potential to have a significant effect on consolidated financial performance. These lines of business manage credit risk through the use of lending policies, credit analysis and approval procedures, periodic loan reviews, and personal contact with borrowers. Loans over a certain size are reviewed by a loan committee prior to approval.

An allowance for loan losses is established as an estimate of the probable credit losses on the loans held by the Corporation. A specific allowance is determined by evaluating those loans which are either substandard or have the potential to become substandard. In general, commercial loans, mortgage loans, and leases are evaluated individually to determine the appropriate allowance. Consumer loans, including home equity loans, are generally evaluated as a group. For I/O strips, a loss estimate is embedded in the residual value of the asset. A specific allowance is set at a level which management considers sufficient to cover probable losses on these loans. A general allowance is determined by analyzing historical loss experience by loan type and then adjusting these loss factors for current conditions not reflected in prior experience. The allowance for loan losses is an estimate which is based on management's judgement combined with a quantitative process of evaluation and analysis.

Loans and leases that are determined by management to be uncollectible are charged against the allowance. The allowance is increased by provisions against income and recoveries of loans and leases previously charged off.

At September 30, 2000, the allowance for loan and lease losses as a percentage of total loans and leases was 1.13% compared to 1.17% at December 31, 1999. For the three month period ended September 30, 2000, the provision for loans and lease losses totaled $1.4 million, a $1.0 million increase over 1999. For the nine month period ended September 30, 2000, the provision totaled $3.6 million, a $0.3 million decline compared to the corresponding period in 1999. The decline in the year to date provisions for 2000 compared to 1999 relates to a reclassification which is discussed in further detail in the mortgage banking line of business section of this report.

Nonperforming assets (loans 90 days past due, nonaccrual, and owned real estate) were $8.0 million or 0.37% of total assets at September 30, 2000, compared to $8.1 million or 0.48% at December 31, 1999. There were no restructured loans in 1999 or 2000.

Nonperforming Assets

September 30,

December 31,

December 31,

(In Thousands)

2000

1999

1998

       

Accruing loans past due
  90 days or more:

     

     Real Estate Mortgage

$205

$--

$291

     Commercial

550

58

252

     Leasing

366

--

--

     Consumer

126

89

89

        Subtotal

1,247

147

632

       

Nonaccrual loans:

     

     Real Estate Mortgage

2,429

3,049

9,449

     Commercial

784

748

1,052

     Leasing

391

88

426

     Consumer

149

273

174

        Subtotal

3,753

4,158

11,101

Total nonperforming loans
  and leases


5,000


4,305


11,733

       

Other real estate owned

2,962

3,752

3,506

       

Total nonperforming assets

$7,962

$8,057

$15,239

       

Nonperforming assets to
  total assets


0.37%


0.48%


0.78%


Capital Adequacy

The Corporation is subject to various regulatory capital requirements administered by federal banking agencies. Quantitative measures established by regulation to ensure capital adequacy require the Corporation to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital to average assets (as defined). Equity and risk-based capital ratios for the Corporation are as follows:

 

Ratio

     
 

required to

     
 

be considered

     
 

well-

September 30,

December 31,

December 31,

 

capitalized

2000

1999

1998

         

Equity to Assets

n/a

8.42%

9.48%

7.46%

Risk-Based Capital

10.0%

11.15%

13.50%

12.25%

Tier I Capital

6.0%

9.40%

11.39%

11.63%

Tier I Leverage

5.0%

12.01%

12.77%

10.51%


Derivative Financial Instruments

The Corporation hedges its interest rate risk on mortgage loans held for sale using mandatory commitments to sell the loans at a future date. Prior to December 31, 1999, the value of mortgage servicing assets was periodically hedged using options in treasury futures. Certain of the Corporation's interest-only strips are hedged using interest rate caps which had a fair value of $0.4 million and a notional amount of $26.1 million at September 30, 2000. Options on treasury futures and interest rate caps are classified as trading securities on the balance sheet and carried at their market values. Adjustments to market values are recorded as trading gains or losses on the income statement. In the third quarter of 2000, the Corporation recorded a $0.2 million loss related to these derivative products. Year to date, the Corporation recorded a $0.1 million loss related to these products. This compares to gains of $0.1 million and losses of $10.3 million in the third quarter and year to date 1999, respectively.

Onset Capital Corporation, a Canadian leasing company acquired in the second quarter of 2000, hedges a significant portion of its interest rate risk using interest rate swaps and swaptions. At September 30, 2000, Onset had two interest rate swaps and five swaptions outstanding, hedging the timing mismatches which exist between $40.4 million of its fixed rate lease assets and its variable rate funding.

Onset pays a weighted-average fixed rate of 5.85% and receives a variable rate which is currently 5.81% on its combined interest rate swaps. The notional value of the interest rate swaps amortizes on a schedule that is designed to match the principal pay down of the loan portfolio with a final maturity date of April 24, 2006. Onset can reduce the notional value of the swaps by up to 10% if prepayments on the loans are greater than originally anticipated.

The swaptions exist to allow Onset the flexibility to switch its interest rate swaps from receiving a floating rate of interest to receiving a fixed rate of interest. Onset would exercise this option if it chose to switch the underlying funding source from a floating rate source to a fixed rate source.


Liquidity

Liquidity is the availability of funds to meet the daily requirements of the Corporation's business. For financial institutions, demand for funds comes principally from extensions of credit and withdrawal of deposits. Liquidity is provided by asset maturities or sales and through short-term borrowings.

The objectives of liquidity management are to ensure that funds will be available to meet current demands and that funds are available at a reasonable cost. Liquidity is managed by the parent company and liquidity management committees at each line of business.

Since loans are less marketable than securities, the ratio of total loans to total deposits is a traditional measure of liquidity for banks and bank holding companies. At September 30, 2000, the ratio of loans and loans held for sale to total deposits was 121.8%. The Corporation is comfortable with this relatively high level due to its position in mortgage loans held for sale. These loans carry an interest rate at or near current market rates for first and second lien mortgage loans. Since the Corporation securitizes and sells nearly all these mortgage loans within a 90-day period, our liquidity is significantly higher than the ratio would suggest by traditional standards. Excluding mortgage loans held for sale, the loan-to-deposit ratio is 84.7% at September 30, 2000

Part I

Item 3. Quantitative and Qualitative Disclosures about Market Risk



Interest Rate Risk

Because assets are not perfectly match funded with like-term liabilities, earnings are subject to interest rate changes. Interest rate risk is measured by the sensitivity of both net interest income and fair market value of net interest sensitive assets to changes in interest rates.


An asset/liability management committee at each of the Corporation's lines of business monitors the repricing structure of assets, liabilities and off balance sheet items and uses a financial simulation model to measure interest rate risk over multiple interest rate scenarios. The Corporate Asset/Liability Management Committee oversees the rate risk profile of the Corporation as a whole. Numerous factors are incorporated into the financial model including prepayment speeds, net interest margin, fee income and a comprehensive mark-to-market valuation process. Risk measures and assumptions are regularly reevaluated and modeling tools are enhanced as needed.

The commercial banking, home equity, and leasing lines of business assume interest rate risk in the pricing of their loans and leases, and mitigate this risk by managing the duration of the liabilities raised to support their portfolios.

The mortgage banking business assumes interest rate risk by entering into commitments to extend loans to borrowers at a fixed rate for a limited period of time. Closed loans are held only temporarily until a pool is formed. To mitigate the risk that interest rates will rise between loan origination and securitization, the mortgage bank buys commitments to deliver loans at a fixed price.

The mortgage and home equity lines of business are also exposed to the risk that rates will decline, increasing prepayment speeds on loans which decreases the value of servicing assets and interest-only strips. As discussed in the line of business analysis section of this report, some offsets to these exposures exist in the form of a strong production operation, selective sales of servicing rights, match funded asset-backed securities sales and the use of financial hedges.

The following tables reflect management's estimate of the present value of interest sensitive assets, liabilities, and off balance sheet items at September 30, 2000. In addition to showing the estimated fair market value at current rates, they also provide estimates of the fair market values of interest sensitive items based upon a hypothetical move both up and down 100 and 200 basis point in the entire yield curve.

The first table is an economic analysis showing the present value impact of changes in interest rates, assuming a comprehensive mark-to-market environment. The second table is an accounting analysis showing the same net present value impact, adjusted for expected GAAP treatment. Neither analysis takes into account the book values of the non-interest sensitive assets and liabilities (such as cash, accounts receivable, and fixed assets), the values of which are not directly determined by interest rates.

The analyses are based on discounted cash flows over the remaining estimated lives of the financial instruments. The interest rate sensitivities apply to September 30, 2000 book of business only. The net asset value sensitivities do not necessarily represent the changes in the lines of business' net asset value that would actually occur under the given interest rate scenarios, as sensitivities do not reflect changes in value of the companies as a going concern nor consider potential rebalancing or other hedging actions that might be taken in the future under asset/liability management.

Economic Value Change Method

 
 

Present Value

 

At September 30, 2000

 

Instantaneous Change in Interest Rates of:

(In Thousands)

-2%

-1%

Current

+1%

+2%

           

Interest Sensitive Assets

         

Loans and Other Assets


$1,275,173


$1,252,840


$1,231,199


$1,210,684


$1,191,514

Loans Held for Sale

435,467

430,998

426,641

422,461

418,350

Mortgage Servicing Rights


86,704


130,148


167,453


181,209


182,274

Interest-Only Strips


97,726


101,521


106,138


110,839


115,285

Total Interest Sensitive Assets


1,895,070


1,915,507


1,931,431


1,925,193


1,907,423

           

Interest Sensitive Liabilities






Deposits

(935,527)

(931,172)

(926,897)

(922,701)

(918,638)

Short Term Borrowings


(468,584)


(467,282)


(465,994)


(464,723)


(463,469)

Long Term Debt

(87,787)

(84,668)

(80,963)

(76,754)

(71,608)

Total Interest Sensitive Liabilities



(1,491,898)



(1,483,122)



(1,473,854)



(1,464,178)



(1,453,715)

           

Interest Sensitive Off Balance Sheet Items



(829)



57



1,175



2,476



3,830

           

Net Market Value as of September 30, 2000



$402,343



$432,442



$458,752



$463,491



$457,538

           

Potential Change

($56,409)

($26,310)

$-

$4,739

($1,214)

           

Net Market Value as of December 31, 1999



$271,838



$315,927



$334,983



$333,872



$327,352

           

Potential Change

($63,145)

($19,056)

$-

($1,111)

($7,631)


GAAP-Based Value Change Method

 
 

Present Value

 

At September 30, 2000

 

Instantaneous Change in Interest Rates of:

(In Thousands)

-2%

-1%

Current

+1%

+2%

           

Interest Sensitive Assets

         

Loans and Other Assets (1)


$-


$-


$-


$-


$-

Loans Held for Sale

426,641

426,641

426,641

422,461

418,350

Mortgage Servicing Rights


90,342


118,137


132,265


136,565


136,602

Interest-Only Strips

97,726

101,522

106,138

110,839

115,285

Total Interest Sensitive Assets


614,709


646,300


665,044


669,865


670,237

           

Interest Sensitive
Liabilities

         

Deposits (1)

         

Short Term Borrowings (1)

         

Long Term Debt (1)

         

Total Interest Sensitive Liabilities (1)






           

Interest Sensitive Off
Balance Sheet Items


64


247


687


1,331


2,048

           

Net Market Value as of
September 30, 2000


$614,773


$646,547


$665,731


$671,196


$672,285

           

Potential Change

($50,958)

($19,184)

$-

$5,465

$6,554

           

Net Market Value as of
December 31, 1999


$271,838


$315,927


$334,983


$333,872


$327,352

           

Potential Change

($63,145)

($19,056)

$-

($1,111)

($7,631)


Value does not change in GAAP presentation.


Part II

Item 1. Legal Proceedings



Culpepper, et. al v. Inland Mortgage Corporation continues on appeal before the U.S. Court of Appeals for the 11th Circuit. This lawsuit was filed against Irwin Mortgage Corporation("IMC") (formerly Inland Mortgage Corporation) in April, 1996. The suit alleges that IMC violated the Real Estate Settlement Procedures Act (RESPA) in connection with certain payments IMC made to mortgage brokers, and the plaintiffs have sought to have the claims certified as a class action. In June, 1999, the trial court certified a limited class of borrowers, and in December, 1999, IMC appealed the trial court's grant of class certification. On October 31, 2000, the court of appeals granted IMC's request for oral argument, which is scheduled for the week of January 22, 2001.

It is uncertain when a ruling will be issued. If the class certification is upheld, the case would proceed to an adjudication on the merits of the alleged RESPA violations. Because the case is in the early stages of litigation, the Company is unable at this time to form a reasonable estimate of the amount of potential loss, if any, that the Company could suffer. The Company intends to continue to vigorously defend this lawsuit.

 

Part II

Item 6

Exhibits to Form 10-Q

Number Assigned
In Regulation S-K

 

Item 601

Description

   
   

(3.1)

Restated Articles of Incorporation of Irwin Financial Corporation (Incorporated by reference to Exhibit 4.1 filed with Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-44458))

   

(3.2)

Code of By-Laws, as amended to date (incorporated by reference to Exhibit 3(ii)(3)(a) to Form 10-K for the year ended December 31, 1997)

   

(11)

Computation of earnings per share is included in the footnotes to the financial statements

   

(27)

Financial Data Schedule

   



Reports on Form 8-K

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.


IRWIN FINANCIAL CORPORATION




By:______/S/____________________________
Gregory F. Ehlinger
Chief Financial Officer




By:_____/S/_____________________________
Jody A. Littrell
Corporate Controller
(Chief Accounting Officer)



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