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PrivateBancorp 10-Q 2009 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended March 31, 2009
OR
For the transition period from to .
Commission File Number 000-25887
PRIVATEBANCORP, INC.
(Exact name of Registrant as specified in its charter)
(312) 564-2400
Registrant’s telephone number, including area code 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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of May 6, 2009, there were 33,688,441 shares of the issuer’s common stock, without par value, outstanding.
PRIVATEBANCORP, INC.
FORM 10-Q
TABLE OF CONTENTS
2
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PRIVATEBANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Amounts in thousands, except per share data) (Unaudited)
See accompanying notes to consolidated financial statements.
3
PRIVATEBANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data) (Unaudited)
See accompanying notes to consolidated financial statements.
4
PRIVATEBANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Amounts in thousands, except per share data) (Unaudited)
See accompanying notes to consolidated financial statements.
5
PRIVATEBANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands) (Unaudited)
See accompanying notes to consolidated financial statements.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated interim financial statements of PrivateBancorp, Inc.
(“PrivateBancorp” or the “Company”), a Delaware corporation, have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission for quarterly reports on Form 10-Q
and do not include certain information and footnote disclosures required by U.S. generally accepted
accounting principles (“U.S. GAAP”) for complete annual financial statements. Accordingly, these
financial statements should be read in conjunction with the Company’s 2008 Annual Report on Form
10-K.
The accompanying unaudited consolidated interim financial statements have been prepared in
accordance with U.S. GAAP and reflect all adjustments that are, in the opinion of management,
necessary for the fair presentation of the financial position and results of operations for the
periods presented. All such adjustments are of a normal recurring nature. The results of operations
for the quarter ended March 31, 2009 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2009.
The consolidated financial statements include the accounts and results of operations of the Company
and its subsidiaries after elimination of all significant intercompany accounts and transactions.
Certain reclassifications have been made to prior periods to conform to the current period
presentation. U.S. GAAP requires management to make certain estimates and assumptions. Although
these and other estimates and assumptions are based on the best available information, actual
results could be materially different from these estimates.
2. NEW ACCOUNTING STANDARDS
Recently Adopted Accounting Pronouncements
Derivative Disclosures — Effective December 31, 2008, we adopted Financial Accounting Standards
Board (“FASB”) Statement No. 161, Disclosures About Derivative Instruments and Hedging Activities
— an amendment of SFAS No. 133 (“SFAS No. 161”), which requires an entity to provide greater
transparency about how its derivative and hedging activities affect its financial statements. SFAS
No. 161 requires enhanced disclosures about: (a) how and why an entity uses derivative instruments;
(b) how derivative instruments and related hedged items are accounted for under SFAS No. 133; and
(c) how derivative instruments and related hedged items affect an entity’s financial position,
results of operations, and cash flows. SFAS No. 161 is effective for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008, with early application
encouraged. Since SFAS No. 161 affects only disclosures, the adoption of this standard did not
impact our financial position or results of operations.
Noncontrolling Interests — Effective January 1, 2009 we adopted FASB Statement No. 160,
Noncontrolling Interests in Consolidated Financial Statements — an Amendment of ARB No. 51 (“SFAS
No. 160”). SFAS No. 160 requires that a noncontrolling interest in a subsidiary be reported
separately within equity and the amount of consolidated net income specifically attributable to the
noncontrolling interest be identified in the consolidated financial statements. It also calls for
consistency in the manner of reporting changes in the parent’s ownership interest and requires fair
value measurement of any noncontrolling equity investment retained in a deconsolidation. SFAS No.
160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. The adoption of SFAS No. 160 on January 1, 2009 did not have a material
impact on our consolidated statements of financial condition, results of operations and liquidity.
Business Combinations — Effective January 1, 2009, we adopted FASB Statement No. 141(R), Business
Combinations (“SFAS No. 141(R)”). SFAS No. 141(R) significantly changes how entities apply the
acquisition method to business combinations. The most significant changes affecting how we will
account for business combinations under this statement include: (a) the acquisition date will be
the date the acquirer obtains control; (b) all (and only) identifiable assets acquired, liabilities
assumed, and noncontrolling interests in the acquiree will be stated at fair value on the
acquisition date; (c) assets or liabilities arising from noncontractual contingencies will be
measured at their acquisition date fair value only if it is more likely than not that they meet the
definition of an asset or liability on the acquisition date; (d) adjustments subsequently made to
the provisional amounts recorded on the acquisition date will be made retroactively during a
measurement period not to exceed one year; (e) acquisition-related restructuring costs that do not
meet the criteria in SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities,
will be expensed as incurred; (f) transaction costs will be expensed as incurred, except for debt
or equity issuance costs which will be accounted for in accordance with other generally accepted
accounting principles; (g) reversals of deferred income tax valuation allowances and income tax
contingencies will be recognized in earnings subsequent to the measurement period; and (h) the
reserve for loan losses of an acquiree will not be permitted to be recognized by the acquirer. In
addition, SFAS No. 141(R) requires new and modified disclosures surrounding
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subsequent changes to acquisition-related contingencies, contingent consideration, noncontrolling interests, acquisition-
related transaction costs, fair values and cash flows not expected to be collected for acquired
loans, and an enhanced goodwill roll-forward.
We will be required to prospectively apply SFAS No. 141(R) to all business combinations completed
on or after January 1, 2009. The effect of these new requirements on our financial position and
results of operations will depend on the volume and terms of acquisitions in 2009 and beyond, but
will likely increase the amount and change the timing of recognizing expenses related to
acquisition activities. The adoption of SFAS No. 141(R) on January 1, 2009 did not have a material
impact to our consolidated statements of financial condition, results of operations and liquidity.
Convertible Debt Instruments — Effective January 1, 2009, we adopted FASB Staff Position (“FSP”)
APB No. 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon
Conversion (Including Partial Cash Settlement) (“FSP APB No. 14-1”), which clarifies that
convertible debt instruments that may be settled in cash upon conversion (including partial cash
settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible
Debt and Debt Issued with Stock Purchase Warrants. The FSP requires the issuer of certain
convertible securities that may be settled partially in cash on conversion to separately account
for the liability and equity components in a manner that will reflect the entity’s nonconvertible
debt borrowing rate when interest cost is recognized in subsequent periods. This FSP applies to our
contingent convertible senior notes discussed in Note 7, “Short-Term Debt” to the Consolidated
Financial Statements and required retroactive application for our 2007 and 2008 financial
statements. The adoption of FSP APB No. 14-1 on January 1, 2009 did not have a material impact on
our financial position, results of operations and liquidity.
Participating Securities — Effective January 1, 2009, we adopted FSP EITF 03-6-1, “Determining
Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” (FSP
EITF 03-6-1). FSP EITF 03-6-1 provides that unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are
participating securities and shall be included in the computation of earnings per share pursuant to
the two-class method. The two-class method excludes from earnings per common share calculations any
dividends paid or owed to participating securities and any undistributed earnings considered to be
attributable to participating securities. All previously reported earnings per share data has been
retrospectively adjusted to conform with the provisions of FSP EITF 03-6-1. The adoption of FSP
EITF 03-6-1 on January 1, 2009 did not have a material impact on our financial position, results of
operations and liquidity.
The following table presents the impact of accounting standards adopted during the first quarter
2009.
Impact of Retrospective Application of FSP APB 14-1, SFAS No. 160 and EITF 03-06-1
Accounting Pronouncements Pending Adoption
The FASB issued three related Staff Positions to clarify the application of SFAS No. 157, Fair
Value Measurements (“SFAS No. 157”), to fair value measurements in the current economic
environment, modify the recognition of other-than-temporary impairments of debt securities, and
require companies to disclose the fair values of financial instruments in interim periods. The
final Staff Positions are effective for interim and annual periods ending after June 15, 2009, with
early adoption permitted for periods ending after March 15, 2009, if all three Staff Positions or
both the fair-value measurements and other-than-temporary impairment Staff Positions are adopted
simultaneously. None are expected to have a significant impact on our consolidated financial
statements, but each is described in more detail below.
FSP 157-4 provides additional guidance for estimating fair value in accordance with SFAS No. 157
when the volume and level of activity for the asset or liability have significantly decreased. It
also provides guidance on identifying circumstances that indicate a transaction is not orderly. It
emphasizes that even if there has been a significant decrease in the volume and level of activity
for the asset or liability and regardless of the valuation technique used, the objective of a fair
value measurement remains the same. Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or
distressed sale), between market participations at the measurement date under current market
conditions.
FSP 115-2 and FSP 124-2 amends the other-than-temporary impairment guidance in U.S. GAAP for debt
securities to make the guidance more operational and to improve the presentation and disclosure of
other-than-temporary impairments on debt and equity securities in the financial statements. It does
not amend existing recognition and measurement guidance related to other-than-temporary impairments
of equity securities.
FAS 107-1 and APB 28-1 amends SFAS No. 107, Disclosures about Fair Value of Financial Instruments,
to require disclosures about fair value of financial instruments for interim reporting periods of
publicly traded companies as well as in annual financial statements. It also amends APB Opinion No.
28, Interim Financial Reporting, to require those disclosures in summarized information in interim
reporting periods.
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3. SECURITIES
Securities Portfolio
(Amounts in thousands)
At March 31, 2009, gross unrealized gains in the securities available-for-sale portfolio totaled
$54.5 million, and gross unrealized losses totaled $344,000, resulting in a net unrealized
appreciation of $54.2 million. The unrealized loss on securities in an unrealized loss position for
greater than 12 months totaled $110,000. Management does not believe any individual unrealized loss
as of March 31, 2009 represented an other-than-temporary impairment. The Company has both the
intent and ability to hold the securities with unrealized losses for a period of time necessary to
recover the amortized cost, or to maturity.
9
4. LOANS
Loan Portfolio
(Amounts in thousands)
Total loans reported are net of deferred loan fees and deferred loan origination costs of $23.3
million at March 31, 2009 and $21.0 million at December 31, 2008 and include overdrawn demand
deposits totaling $59.3 million at March 31, 2009 and $37.5 million at December 31, 2008.
We primarily lend to businesses and consumers in the market areas in which we operate. Within these
areas, we diversify our loan portfolio by loan type, industry, and borrower.
It is our policy to review each prospective credit in order to determine the appropriateness and,
when required, the adequacy of security or collateral to obtain prior to making a loan. In the
event of borrower default, we seek recovery in compliance with state lending laws and our lending
standards and credit monitoring procedures.
5. ALLOWANCE FOR LOAN LOSSES, RESERVE FOR UNFUNDED COMMITMENTS AND IMPAIRED LOANS
Allowance for Loan Losses
(Amounts in thousands)
A portion of our allowance for loan losses is allocated to loans deemed impaired. All impaired
loans are included in nonperforming assets.
In December 2008, we established a reserve for unfunded commitments that totaled $840,000 at
December 31, 2008 and $889,000 at March 31, 2009.
10
Impaired, Nonaccrual, and Past Due Loans
(Amounts in thousands)
The average recorded investment in impaired loans was $145.3 million and $71.3 million for the
three months ended March 31, 2009 and 2008, respectively.
6. GOODWILL AND OTHER INTANGIBLE ASSETS
Carrying Amount of Goodwill by Operating Segment
(Amounts in thousands)
Goodwill is not amortized but is subject to impairment tests at least annually or more often if
events or circumstances indicate that there may be impairment. Our annual goodwill impairment test
was performed as of October 31, 2008, and it was determined no impairment existed as of that date.
Due to the continued declining market conditions during the first quarter 2009, we conducted an
interim analysis of goodwill at February 28, 2009 and concluded no impairment existed as of that
date.
We have other intangible assets capitalized on the Consolidated Statements of Financial Condition
in the form of core deposit premiums, client relationships and assembled workforce. These
intangible assets are being amortized over their estimated useful lives, which range from 3 years
to 15 years. We review intangible assets for possible impairment whenever events or changes in
circumstances indicate that carrying amounts may not be recoverable.
11
Other Intangible Assets
(Amounts in thousands)
Amortization expense totaled $329,000 for the quarter ended March 31, 2009 and $234,000 for the
quarter ended March 31, 2008.
Scheduled Amortization of Other Intangible Assets
(Amounts in thousands)
7. SHORT-TERM BORROWINGS
Summary of Short-term Borrowings
(Amounts in thousands)
Securities sold under agreements to repurchase and federal funds purchased generally mature within
1 to 90 days from the transaction date. Securities sold under agreements to repurchase are treated
as financings, and the obligations to repurchase securities sold are reflected as a liability in
the Consolidated Statements of Financial Condition. Repurchase agreements are secured by U.S.
Treasury, mortgage-backed securities or collateralized mortgage obligations and, if required, are
held in third party pledge accounts. The securities underlying the agreements remain in the
respective asset accounts. As of March 31, 2009, we did not have amounts at risk under repurchase
agreements with any individual counterparty or group of counterparties that exceeded 10% of
stockholders’ equity.
Our subsidiary banks had unused overnight fed funds borrowings available for use of $315.0 million
as of March 31, 2009 and $171.0 million as of December 31, 2008. Our total availability of
overnight fed fund borrowings is not a committed line of credit, and is dependent upon lender
availability. As of March 31, 2009, we also had $2.4 billion in borrowing capacity
12
with $600.0 million outstanding through the Federal Reserve Bank discount window’s primary credit program,
which includes federal term auction facilities. Our borrowing capacity changes each quarter subject to
available collateral and FRB discount factors.
Certain of our subsidiaries are members of the Federal Home Loan Bank (“FHLB”) and have access to
term financing from the FHLB. These advances are secured by qualifying residential and multi-family
mortgages and state and municipal and mortgage-related securities. FHLB advances reported as
short-term borrowings represent advances with a remaining maturity of one year or less. All
short-term FHLB advances have a weighted average interest rate of 3.4% at March 31, 2009 and 2.5%
at December 31, 2008, payable monthly. At March 31, 2009, the average remaining maturities of FHLB
short-term advances were 6.3 months.
On March 16, 2009, we redeemed $112.2 million of the $115.0 million in outstanding principal amount
of our contingent convertible senior notes at a redemption price in cash equal to 100% of the
principal amount, plus accrued and unpaid interest. The senior convertible notes were issued in
March 2007 and pay interest semi-annually at a fixed rate of 3.63% per annum. The notes are
convertible under certain circumstances into cash and, if applicable, shares of the Company’s
common stock at an initial conversion price of $45.05 per share and mature on March 15, 2027. On
May 1, 2009, the Company redeemed the remaining $2.8 million in outstanding principal amount of our
contingent convertible senior notes.
On January 1, 2009 we adopted FSP APB 14-1 which required us to calculate the fair value of the
contingent convertible senior notes and recognize the discount on the notes and related issuance
costs over the expected life of the notes using the effective interest method. As a result, the
initial fair value of the notes in March 2007 was $112.0 million. The expected life of the notes
used to amortize the discount and issuance costs was two years resulting in an effective interest
yield of 5.46%.
The balance of certain accounts has been adjusted on a cumulative basis to reflect the activity of
prior periods. Refer to Note 2, New Accounting Standards, for impact of the adoption of FSP APB 14-1 as of January 1, 2008.
During the first quarter 2009, we amended our $20.0 million senior debt facility agreement to,
among other things, modify certain of our financial covenants and re-price the “Eurodollar
Borrowings” at three month LIBOR plus 2.00%. During the quarter, we also repaid in full all
outstanding amounts under the facility; accordingly, we had $20.0 million available under the
facility at March 31, 2009. Borrowings under the agreement at December 31, 2008 were considered
“Eurodollar Borrowings” with interest charged based on three month LIBOR plus 1.25%. At December
31, 2008, the interest rate was 1.73%.
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8. LONG-TERM DEBT
Long-Term Debt
(Amounts in thousands)
The amounts above are reported net of any unamortized discount and fair value adjustments
recognized in connection with debt acquired through acquisitions.
We have $244.8 million in junior subordinated debentures issued to four separate wholly-owned
trusts for the purpose of issuing Company-obligated mandatorily redeemable preferred securities.
Refer to Note 9, “Junior Subordinated Debentures,” for further information on the nature and terms
of these and previously issued debentures.
Long-term advances from the FHLB had weighted-average interest rates of 2.73% at March 31, 2009 and
3.33% at December 31, 2008. These advances, which had a combination of fixed and floating interest
rates, were secured by qualifying residential and multi-family mortgages and state and municipal
and mortgage-related securities. At March 31, 2009, the average remaining maturities of FHLB
long-term advances were 24.3 months.
In connection with the Company entering into its $20.0 million senior debt facility during the
third quarter of 2008, the primary banking subsidiary of the Company, borrowed $120.0
million under a 7-year subordinated debt facility. The debt facility has a variable rate of
interest based on LIBOR plus 3.50%, per annum, payable quarterly and re-prices quarterly. The debt
may be prepaid at any time prior to maturity without penalty and is subordinate to our senior
indebtedness.
We reclassify long-term debt to short-term borrowings when the remaining maturity becomes less than
one year.
Scheduled Maturities of Long-Term Debt
(Amounts in thousands)
14
9. JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES HELD BY TRUSTS THAT ISSUED
GUARANATEED CAPITAL DEBT SECURITIES
As of March 31, 2009, we sponsored and wholly owned 100% of the common equity of four trusts that
were formed for the purpose of issuing Company-obligated mandatorily redeemable preferred
securities (“Trust Preferred Securities”) to third-party investors and investing the proceeds from
the sale of the Trust Preferred Securities solely in junior subordinated debt securities of the
Company (the “Debentures”). The Debentures held by the trusts, which totaled $244.8 million, are
the sole assets of each trust. Our obligations under the Debentures and related documents, taken
together, constitute a full and unconditional guarantee by the Company of the obligations of the
trusts. The guarantee covers the distributions and payments on liquidation or redemption of the
Trust Preferred Securities, but only to the extent of funds held by the trusts. We have the right
to redeem the Debentures in whole or in part, on or after specific dates, at a redemption price
specified in the indentures plus any accrued but unpaid interest to the redemption date. We used
the proceeds from the sales of the Debentures for general corporate purposes.
In accordance with FASB Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN
46R”), the Trusts qualify as variable interest entities for which we are not the primary
beneficiary and therefore ineligible for consolidation. Accordingly, the trusts are not
consolidated in our financial statements. The subordinated debentures issued by us to the trust are
included in our Consolidated Statements of Financial Condition as “long-term debt” with the
corresponding interest distributions recorded as interest expense. The common shares issued by the
trust are included in other assets in our Consolidated Statements of Financial Condition.
15
Common Stock, Preferred Securities, and Related Debentures
(Amounts and number of shares in thousands)
10. COMPREHENSIVE INCOME
Comprehensive income includes net income as well as certain items that are reported directly within
a separate component of stockholders’ equity that are not considered part of net income. Currently,
our accumulated other comprehensive income consists of the unrealized gains (losses) on securities
available-for-sale.
Components of Other Comprehensive Income
(Amounts in thousands)
16
Change in Accumulated Other Comprehensive Income
(Amounts in thousands)
11. EARNINGS PER COMMON SHARE
Basic and Diluted Earnings per Share
(Amounts in thousands, except per share data)
As a result of the net loss for the quarter ended March 31, 2008, there is no adjustment to basic
weighted average shares outstanding for the dilutive effect of stock-based awards as it results in
anti-dilution.
17
12. INCOME TAXES
Income Tax Provision Analysis
(Dollars in thousands)
Net deferred tax assets totaled $46.0 million at March 31, 2009 and $44.5 million at December 31,
2008. Net deferred tax assets are included in other assets in the accompanying Consolidated
Statements of Financial Condition and no valuation allowance is recorded. In assessing whether a
deferred tax asset valuation allowance is needed, we considered the negative evidence associated
with a cumulative pre-tax loss for financial statement purposes for the three-year period ended
March 31, 2009. Consistent with our analysis at December 31, 2008, we also considered the positive
evidence associated with reversing taxable temporary differences in future periods, including
income associated with the unrealized gains in our investment securities portfolio, and our ability
to generate future taxable income, exclusive of reversing temporary differences (primarily
anticipated loan charge-offs), over a relatively short time period.
We have concluded that based on the weight given to this positive evidence, it is more likely than
not that the deferred tax asset will be realized.
As of March 31, 2009, there were no unrecognized tax benefits included in the Consolidated
Statements of Financial Condition.
13. MATERIAL TRANSACTION AFFECTING STOCKHOLDERS’ EQUITY
On January 30, 2009, we issued 243,815 shares of fixed rate cumulative perpetual preferred stock,
Series B (“Series B Preferred Stock”) to the United States Treasury (“U.S. Treasury”) under the
TARP Capital Purchase Program (“CPP”) of the Emergency Economic Stabilization Act of 2008 for
proceeds of $243.8 million. Cumulative dividends on the Series B Preferred Stock are payable at 5%
per annum for the first five years and at a rate of 9% per annum thereafter on the liquidation
preference of $1,000 per share. We are prohibited from paying any dividend with respect to shares
of our common stock unless all accrued and unpaid dividends are paid in full on the Series B
Preferred Stock for all past dividend periods. The Series B Preferred Stock is non-voting, other
than class voting rights on matters that could adversely affect the Series B Preferred Stock. The
Series B Preferred Stock is callable at par after three years. Prior to the end of three years, the
Series B Preferred Stock may be redeemed with the proceeds from one or more qualified equity
offerings of any Tier 1 perpetual preferred or common stock of at least $61.0 million (each a
“Qualified Equity Offering”). The redemption price is equal to the sum of the liquidation amount
per share and any accrued and unpaid dividends on the Series B preferred Stock. The U.S. Treasury
may also transfer the Series B Preferred Stock to a third party at any time. Notwithstanding the
foregoing limitations, the American Recovery and Reinvestment Act of 2009 (“ARRA”) requires the
U.S. Treasury, subject to consultation with appropriate banking regulators, to permit participants
in the CPP to redeem preferred stock issued under the CPP without regard to whether the recipient
has completed a Qualified Equity Offering or replaced such funds from any other source, or to any
waiting period.
In conjunction with the purchase of the Company’s Series B Preferred Stock, the U.S. Treasury
received a ten year warrant to purchase up to 1,290,026 shares of the Company’s common stock with
an aggregate market price equal to $36.6 million or 15% of the Series B Preferred Stock. The
warrant’s exercise price of $28.35 per share was calculated based on the average closing price of
the Company’s common stock on the 20 trading days ending on the last trading day prior to the date
of the U.S. Treasury’s approval of our application under the CPP. The U.S. Treasury may not
exercise or transfer the warrants with respect to more than half of the initial shares of common
stock underlying the warrants prior to the earlier of (a) the date on which we receive aggregate
gross proceeds of not less than $243.8 million from one or more Qualified Equity Offerings and (b)
December 31, 2009. The number of shares of common stock to be delivered upon settlement of the
warrants will be reduced by 50% if we receive aggregate gross proceeds of at least $243.8 million
from one or more Qualified Equity Offerings prior to December 31, 2009. The ARRA requires the U.S.
Treasury to liquidate these warrants if we fully redeem the Series B Preferred Stock either as a
result of redemption by us at a market price determined under the warrants or sale by the U.S.
Treasury to third party.
18
The Series B Preferred Stock and the warrants issued under the CPP and are accounted for as
permanent equity on the Consolidated Statements of Financial Condition. The proceeds received were
allocated between the Series B Preferred Stock and the warrants based upon their relative fair
values as of January 30, 2009, which resulted in the recording of a discount on the Series B
Preferred Stock upon issuance that reflects the value allocated to the warrants. The discount will
be accreted by a charge to retained earnings using a level-yield basis over five years and reported
as a reduction of income applicable to common equity over that period. The allocated carrying value
of the Series B Preferred Stock and warrants on the date of issuance (based on their relative fair
values) were $236.3 million and $7.6 million, respectively. The Series B Preferred Stock and
warrants qualify as Tier 1 regulatory capital.
On March 5, 2009, the Company’s Board of Directors announced a reduction in its quarterly common
stock dividend from $0.075 per share to $0.01 per share, effective with the dividend payable on
March 31, 2009 to stockholders of record on March 17, 2009. Under the terms of our agreements with
the U.S. Treasury in connection with our participation in the CPP, we may increase quarterly common
stock dividends at any time, but are precluded from raising the quarterly dividend above $0.075 per
share prior to January 30, 2012, the date that is three years following the sale of the Series B
Preferred Stock to the U. S. Treasury.
14. DERIVATIVE INSTRUMENTS
We are an end-user of certain derivative financial instruments which we use to manage our exposure
to interest rate and foreign exchange risk. We also use these instruments for client accommodation
as we make a market in derivatives for our clients.
None of the end-user and client related derivatives have been designated as hedges under SFAS No.
133. Both end-user and client related derivatives are recorded at fair value in the Consolidated
Statements of Financial Condition as either derivative assets or derivative liabilities, with
changes in their fair value recorded in current earnings. Refer to Table A for the location and
amounts of derivative fair values in the Consolidated Statements of Financial Condition and Table B
for the location and amounts of derivative gains/losses recorded in the Consolidated Statements of
Income.
We net derivative assets and liabilities in the Consolidated Statements of Financial Condition to
the extent that master netting arrangements meet the requirements of FASB Interpretation No. 39,
Offsetting of Amounts Related to Certain Contracts (“Interpretation No. 39”), as amended by FASB
Interpretation No. 41, Offsetting of Amounts Related to Certain Repurchase and Reverse Repurchase
Agreements.
Derivatives expose us to credit risk measured as replacement cost (current positive mark to market
value plus potential future exposure from positive movements in mark to market). Credit risk is
managed through the bank’s standard underwriting process. Actual exposures are monitored against
various type of credit limits established to contain risk within parameters. Additionally, as and
where deemed necessary, appropriate type and amount of collateral is obtained and netting
arrangements established to minimize credit exposure
End-User Derivatives — We enter into derivatives that include commitments to fund certain mortgage
loans to be sold into the secondary market and forward commitments for the future delivery of
residential mortgage loans. It is our practice to enter into forward commitments for the future
delivery of fixed rate residential mortgage loans when interest rate lock commitments are entered
into in order to economically hedge the effect of changes in interest rates on our commitments to
fund the loans as well as on our portfolio of mortgage loans held-for-sale. At March 31, 2009, we
had approximately $42.1 million of interest rate lock commitments and $53.4 million of forward
commitments for the future delivery of residential mortgage loans with rate locks. Additionally, at
March 31, 2009, forward commitments for future delivery of residential mortgage loans that did not
involve rate lock commitments totaled $27.9 million.
We are also exposed to foreign exchange risk as a result of issuing a single outstanding loan in
which principal and interest are settled in British pounds rather than US dollars and an unfunded
commitment to lend in currencies that are not US dollars. We manage this risk by using currency
forward derivatives. As of March 31, 2009, the notional amount of outstanding currency forwards
that were entered into to hedge the British pound loan was $2.5 million.
Client Related Derivatives — We offer, through our Capital Markets unit, an extensive range of
over-the-counter interest rate and foreign exchange derivatives including but not limited to
interest rate swaps, options on interest rate swaps, interest rate options (also referred to as
Caps, Floors, Collars etc.), foreign exchange forwards and options as well as cash products such as
foreign exchange spot transactions. These client generated activities are structured to mitigate the
bank’s exposure to market risk through the execution of simultaneous off-setting positions with
inter-bank dealer counterparties. This permits Capital Markets to offer customized solutions to
our clients while maintaining high capital velocity. While transactions originated by Capital
Markets do not expose the bank to overnight market risk, the bank is exposed to other risks. The
most significant of these risks include but are not limited to credit risk of its counterparts,
settlement risk as well as operational risk.
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To accommodate our loan clients, we occasionally enter into Risk Participation Agreements (“RPAs”)
with counterparty banks to either accept or transfer a portion of the credit risk related to their
interest rate derivatives. This allows clients to execute an interest rate derivative with one
bank while allowing distribution of credit risk between participating members. Writing RPAs
exposes the bank to the credit risk of our underlying loan client. The bank manages credit risk
associated with RPAs through its standard underwriting process applicable to loans. Where deemed
appropriate, RPAs written are secured through collateral provided by our clients under their loan
agreement. The RPA fair value methodology incorporates factors consistent
with internal credit risk ratings assigned to client. We have entered into written RPAs with terms
ranging from two-to-five-years.
The maximum potential amount of future undiscounted payments that we could be required to make
under our written risk participation agreements is approximately $5.9 million. This assumes that
the underlying derivative counterparty defaults and that the floating interest rate index of the
underlying derivative remains at zero percent. At March 31, 2009 the fair value of written RPAs
totaled ($46,656).
In the event that we would have to pay out any amounts under our RPAs, we will seek to recover
these from assets that our client pledged as collateral for the derivative and the related loan. We
believe that proceeds from the liquidation of the collateral will cover approximately 69% of the
maximum potential amount of future payments under our outstanding RPAs.
At March 31, 2009, the gross weighted average notional amount of outstanding client related
transactions totaled $4.3 billion in interest rate derivatives and $66.9 million in RPAs. The gross
notional amount of client related foreign exchange contracts totaled $128.8 million at March 31,
2009.
Table A
Consolidated Statement of Financial Condition Location of and Fair Value of Derivative Instruments (Amounts in thousands)
20
Table B
Consolidated Statement of Income Location of and Gain (Loss) Recognized (Amounts in thousands)
Certain of our derivative contracts contain embedded credit risk contingent features that if
triggered either allow the derivative counterparty to terminate the derivative or require
additional collateral. These contingent features are triggered if we do not meet specified
financial performance indicators such as capital or credit ratios.
The aggregate fair value of all derivatives and RPA transactions subject to credit risk contingency
features that are in a net liability position on March 31, 2009, totaled $66.1 million for which we
have posted collateral of $63.6 million in the normal course of business. If the credit risk
contingency features were triggered on March 31, 2009, we would be required to post an additional
$707,000 of collateral to our derivative counterparties and immediately settle outstanding
derivative instruments for $43.4 million.
15. COMMITMENTS, GUARANTEES, AND CONTINGENT LIABILITIES
Credit Extension Commitments and Guarantees
In the normal course of business, we enter into a variety of financial instruments with off-balance
sheet risk to meet the financing needs of our customers, to reduce our exposure to fluctuations in
interest rates, and to conduct lending activities. These instruments principally include
commitments to extend credit, standby letters of credit, and commercial letters of credit. These
instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the
amount recognized in the Consolidated Statements of Financial Condition.
Contractual or Notional Amounts of Financial Instruments
(Amounts in thousands)
Commitments to extend credit are agreements to lend funds to a customer as long as there is no
violation of any condition established in the contract. Commitments generally have fixed expiration
dates or other termination clauses and variable interest rates tied to prime rate and may require
payment of a fee. Since many of the commitments are expected to expire without being drawn upon,
the total commitment amounts do not necessarily represent future cash-flow requirements.
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Standby and commercial letters of credit are conditional commitments issued by us to guarantee the
performance of a customer to a third party. Standby letters of credit generally are contingent upon
the failure of the customer to perform according to the terms of the underlying contract with the
third party and are most often issued in favor of a municipality where construction is taking place
to ensure the borrower adequately completes the construction. Commercial letters of credit are
issued specifically to facilitate commerce and typically result in the commitment being drawn on
when the underlying transaction is consummated between the customer and the third party. This type
of letter of credit is issued through a correspondent bank on behalf of a customer who is involved
in an international business activity such as the importing of goods.
In the event of a customer’s nonperformance, our credit loss exposure is equal to the contractual
amount of those commitments. The credit risk is essentially the same as that involved in extending
loans to customers and is subject to our normal credit policies. We use the same credit policies in
making credit commitments as for on-balance sheet instruments, with such exposure to credit loss
minimized due to various collateral requirements in place.
Legal Proceedings
As of March 31, 2009, there were certain legal proceedings pending against us and our subsidiaries
in the ordinary course of business. We do not believe that liabilities, individually or in the
aggregate, arising from these proceedings, if any, would have a material adverse effect on our
consolidated financial condition or results of operations as of March 31, 2009.
16. FAIR VALUE
We measure, monitor, and disclose certain of our assets and liabilities on a fair value basis. Fair
value is used on a recurring basis to account for securities available-for-sale, derivative assets,
and derivative liabilities. In addition, fair value is used on a non-recurring basis to apply
lower-of-cost-or-market accounting to foreclosed real estate; evaluate assets or liabilities for
impairment, including collateral-dependent impaired loans and for disclosure purposes. Fair value
is defined as the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. Depending on the nature
of the asset or liability, we use various valuation techniques and input assumptions when
estimating fair value, all of which are in accordance with SFAS No. 157, Fair Value Measurements,
(“SFAS No. 157”).
SFAS No. 157 requires us to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. Furthermore, SFAS No. 157 establishes a fair value
hierarchy that prioritizes the inputs used to measure fair value into three broad levels based on
the reliability of the input assumptions. The hierarchy gives the highest priority to level 1
measurements and the lowest priority to level 3 measurements. The three levels of the fair value
hierarchy are defined as follows:
The categorization of where an asset or liability falls within the hierarchy is based on the lowest
level of input that is significant to the fair value measurement.
Valuation Methodology
We believe our valuation methods are appropriate and consistent with other market participants.
However, the use of different methodologies, or assumptions, to determine the fair value of certain
financial instruments could result in a different estimate of fair value. Additionally, the methods
used may produce a fair value calculation that may not be indicative of net realizable value or
reflective of future fair values.
The following describes the valuation methodologies we used for assets and liabilities measured at
fair value, including the general classification of the assets and liabilities pursuant to the
valuation hierarchy.
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Securities Available-for-Sale – Substantially all available-for-sale securities are fixed income
instruments that are not quoted on an exchange, but may be traded in active markets. The fair value
of these securities is based on quoted market prices obtained from external pricing services or
dealer market participants where trading in an active market exists. In obtaining such data from
external pricing services, we have evaluated the methodologies used to develop the fair values in
order to determine whether such valuations are representative of an exit price in our principal
markets. The principal markets for our securities portfolio are the secondary institutional
markets, with an exit price that is predominantly reflective of bid level pricing in those markets.
Examples of such securities measured at fair value are U.S. Agency securities, municipal bonds,
collateralized mortgage obligations, and other mortgage-backed securities. These securities are
generally classified in level 2 of the valuation hierarchy. U.S. Treasury securities have been
classified in level 1 of the valuation hierarchy.
Collateral-Dependent Impaired Loans – The carrying value of impaired loans is disclosed in Note 5,
“Allowance for Loan Losses and Impaired Loans.” We do not record loans at fair value on a recurring
basis. However, from time to time, fair value adjustments are recorded on these loans to reflect
(1) partial write-downs that are based on the current appraised or market-quoted value of the
underlying collateral or (2) the full charge-off of the loan carrying value. In some cases, the
properties for which market quotes or appraised values have been obtained are located in areas
where comparable sales data is limited, outdated, or unavailable. Accordingly, fair value
estimates, including those obtained from real estate brokers or other third-party consultants, for
collateral-dependent impaired loans are classified in level 3 of the valuation hierarchy.
Other Real Estate Owned (“OREO”) – OREO is valued based on third-party appraisals of each property
and our judgment of other relevant market conditions and are classified in level 3 of the valuation
hierarchy.
Derivative Assets and Derivative Liabilities – Client related derivative instruments with positive
fair values are reported as an asset and derivative instruments with negative fair value are
reported as liabilities and are netted when requirements of Interpretation No. 39 are met. The fair
value of client related derivative assets and liabilities are determined based on the fair market
value as quoted by broker-dealers using standardized industry models, third party advisors using
standardized industry models, or internally generated models based primarily on observable inputs.
Client related derivative assets and liabilities are generally classified in level 2 of the
valuation hierarchy.
Other Assets and Other Liabilities - Included in Other Assets and Other Liabilities are end-user
derivative instruments that we use to manage our foreign exchange and interest rate risk. End-user
derivative instruments with positive fair value are reported as an asset and end-user derivative
instruments with a negative fair value are reported as liabilities, and are netted when
requirements of Interpretation No. 39 are met. The fair value of end-user derivative assets and
liabilities are determined based on the fair market value as quoted by broker-dealers using
standardized industry models, third party advisors using standardized industry models, or
internally generated models based primarily on observable inputs. End-user derivate assets and
liabilities are classified in level 2 of the valuation hierarchy.
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Assets and Liabilities Measured at Fair Value
The following table provides the hierarchy level and fair value for each major category of assets
and liabilities measured at fair value at March 31, 2009 and December 31, 2008.
Fair Value Measurements
(Amounts in thousands)
24
In accordance with the provisions of SFAS No. 114, Accounting by Creditors for Impairment of a
Loan, we had collateral-dependent impaired loans with a carrying value of $170.4 million, a
specific reserve of $7.5 million and a fair value of $162.9 million at March 31, 2009. The specific
reserve for impaired loans included a write-down of $3.5 million during the first quarter 2009.
Reconciliation of Beginning and Ending Fair Value For Those
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (Amounts in thousands)
25
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17. OPERATING SEGMENTS
We have three primary operating segments, Banking and The PrivateWealth Group that are delineated
by the products and services that each segment offers, and the Holding Company. The Banking
operating segment includes both commercial and personal banking services and The PrivateBank
Mortgage Company. Commercial banking services are primarily provided to corporations and other
business clients and include a wide array of lending and cash management products. Personal banking
services offered to affluent individuals, professionals, and entrepreneurs include direct lending
and depository services. The PrivateWealth Group operating segment includes fee-based services,
investment advisory, personal trust and administration, custodial services, retirement accounts,
and brokerage services, including personal investment management services provided by Lodestar, a
subsidiary. The activities of the third operating segment, the Holding Company, include the direct
and indirect ownership of our banking and nonbanking subsidiaries and the issuance of debt.
The accounting policies of the individual operating segments are the same as those of the Company
as described in Note 1. Transactions between operating segments are primarily conducted at fair
value, resulting in profits that are eliminated from consolidated results of operations. Financial
results for each segment are presented below. For segment reporting purposes, the statement of
condition of The PrivateWealth Group is included with the Banking segment.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS The discussion presented below provides an analysis of our results of operations and financial
condition for the quarters ended March 31, 2009 and 2008. When we use the terms “PrivateBancorp,”
the “Company,” “we,” “us,” and “our,” we mean PrivateBancorp, Inc. and its consolidated
subsidiaries. When we use the term the “the Banks,” we are referring to our wholly owned banking
subsidiaries, known under The PrivateBank brand. Management’s discussion and analysis should be
read in conjunction with the consolidated financial statements and accompanying notes presented
elsewhere in this report, as well as in our 2008 Annual Report on Form 10-K. Results of operations
for the quarter ended March 31, 2009 are not necessarily indicative of results to be expected for
the year ending December 31, 2009. Unless otherwise stated, all earnings per share data included in
this section and throughout the remainder of this discussion are presented on a diluted basis.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains statements that may constitute “forward-looking statements” within the meaning
of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These
statements are not historical facts, but instead represent only management’s beliefs regarding
future events, many of which, by their nature, are inherently uncertain and outside our control.
Although we believe the expectations reflected in any forward-looking statements are reasonable, it
is possible that our actual results and financial condition may differ, possibly materially, from
the anticipated results and financial condition indicated in such statements. In some cases, you
can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” and
the negative of these terms and other comparable terminology. These forward-looking statements
include statements relating to our projected growth, anticipated future financial performance and
management’s long-term performance goals. Forward-looking statements also include statements that
anticipate the effects on our financial condition and results of operations from expected
developments or events, such as the implementation of internal and external business and growth
plans and strategies.
These forward-looking statements are subject to significant risks, assumptions and uncertainties,
and could be affected by many factors. Factors that could have a material adverse effect on our
financial condition, results of operations and future prospects include, but are not limited to:
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Because of these and other uncertainties, our actual future results, performance or achievements,
or industry results, may be materially different from the results indicated by these
forward-looking statements. In addition, our past results of operations do not necessarily indicate
our future results.
You should not place undue reliance on any forward-looking statements, which speak only as of the
dates on which they were made. We are not undertaking an obligation to update these forward-looking
statements, even though our situation may change in the future, except as required under federal
securities law. We qualify all of our forward-looking statements by these cautionary statements.
CRITICAL ACCOUNTING POLICIES
Our consolidated financial statements are prepared in accordance with U.S. generally accepted
accounting principles (“U.S. GAAP”) and are consistent with predominant practices in the financial
services industry. Critical accounting policies are those policies that management believes are the
most important to our financial position and results of operations. Application of critical
accounting policies requires management to make estimates, assumptions, and judgments based on
information available at the date of the financial statements that affect the amounts reported in
the financial statements and accompanying notes. Future changes in information may affect these
estimates, assumptions, and judgments, which, in turn, may affect amounts reported in the financial
statements.
We have numerous accounting policies, of which the most significant are presented in Note 1,
“Summary of Significant Accounting Policies,” to the Consolidated Financial Statements of our 2008
Annual Report on Form 10-K. These policies, along with the disclosures presented in the other
financial statement notes and in this discussion, provide information on how significant assets and
liabilities are valued in the financial statements and how those values are determined. Based on
the valuation techniques used and the sensitivity of financial statement amounts to the methods,
assumptions, and estimates underlying those amounts, management has determined that our accounting
policies with respect to the allowance for loan losses, goodwill and intangible assets, and income
taxes are the accounting areas requiring subjective or complex judgments that are most important to
our financial position and results of operations, and, as such, are considered to be critical
accounting policies, as discussed below.
Allowance for Loan Losses
We maintain an allowance for loan losses at a level management believes is sufficient to absorb
credit losses inherent in our loan portfolio. The allowance for loan losses represents our estimate
of probable losses in the portfolio at each balance sheet date and is based on a review of
available and relevant information. The allowance contains provisions for probable losses that have
been identified relating to specific borrowing relationships as well as probable losses inherent in
our loan portfolio and credit undertakings that are not specifically identified. Our allowance for
loan losses is assessed monthly to determine the appropriate level of the allowance. The amount of
the allowance for loan losses is determined based on a variety of factors, including, among other
factors, assessment of the credit risk of the loans in the portfolio, delinquent loans, impaired
loans, evaluation of current economic conditions in the market area, actual charge-offs and
recoveries during the period, industry loss averages and historical loss experience. The
unallocated portion of the reserve involves the exercise of judgment by management and reflects
various considerations, including management’s view that the reserve should have a margin that
recognizes the imprecision inherent in the process of estimating credit losses.
Management adjusts the allowance for loan losses by recording a provision for loan losses in an
amount sufficient to maintain the allowance at the level determined appropriate. Loans are
charged-off when deemed to be uncollectible by management.
Goodwill and Intangible Assets
Goodwill represents the excess of purchase price over the fair value of net assets acquired
using the purchase method of accounting. Other intangible assets represent purchased assets that
also lack physical substance but can be distinguished from goodwill because of contractual or other
legal rights or because the asset is capable of being sold or exchanged either on its own or in
combination with a related contract, asset, or liability. We test goodwill at least annually for
impairment or more often if events or circumstances indicate that there may be impairment. Impairment losses on
recorded goodwill, if any, will be recorded as operating expenses.
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Goodwill is allocated to business segments at acquisition. Fair values of reporting units are
determined using either market-based valuation multiples for comparable businesses if available, or
discounted cash flow analyses based on internal financial forecasts. If the fair value of a
reporting unit exceeds its net book value, goodwill is considered not to be impaired.
Identified intangible assets that have a finite useful life are amortized over that life in a
manner that reflects the estimated decline in the economic value of the identified intangible asset
and are subject to impairment testing whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. All of the other intangible assets have finite lives which
are amortized over varying periods not exceeding 15 years and include core deposit premiums that
use an accelerated method of amortization and client relationship intangibles and assembled
workforce which are amortized on a straight line basis.
Income Taxes
The determination of income tax expense or benefit, and the amounts of current and deferred income
tax assets and liabilities are based on a complex analysis of many factors, including
interpretation of federal and state income tax laws, current financial accounting standards, the
difference between tax and financial reporting bases of assets and liabilities (temporary
differences), assessments of the likelihood that the reversals of deferred deductible temporary
differences will yield tax benefits and estimates of reserves required for tax uncertainties.
We are subject to the federal income tax laws of the United States, and the tax laws of the states
and other jurisdictions where we conduct business. We periodically undergo examination by various
governmental taxing authorities. Such agencies may require that changes in the amount of tax
expense be recognized when their interpretations of tax law differ from those of management, based
on their judgments about information available to them at the time of their examinations. There can
be no assurance that future events, such as court decisions, new interpretations of existing law or
positions by federal or state taxing authorities, will not result in tax liability amounts that
differ from our current assessment of such amounts, the impact of which could be significant to
future results.
Temporary differences may give rise to deferred tax assets, which are recorded on our Consolidated
Statements of Financial Condition as deferred tax assets. We assess the likelihood that deferred
tax assets will be realized in future periods based on weighing both positive and negative evidence
and establish a valuation allowance for those deferred tax assets for which recovery is unlikely,
based on a standard of “more likely” than not. In making this assessment, we must make judgments
and estimates regarding the ability to realize these assets through: (a) the future reversal of
existing taxable temporary differences, (b) future taxable income, (c) the possible application of
future tax planning strategies, and (d) carryback to taxable income in prior years. We have not
established a valuation allowance relating to our deferred tax assets at March 31, 2009. However,
there is no guarantee that the tax benefits associated with these deferred tax assets will be fully
realized. We have concluded, as of March 31, 2009, that it is more likely than not that such tax
benefits will be realized.
In the preparation of income tax returns, tax positions are taken based on interpretation of
federal and state income tax laws for which the outcome of such positions may not be certain. We
periodically review and evaluate the status of uncertain tax positions and may establish tax
reserves for estimates of amounts that may ultimately be due or owed (including interest). These
estimates may change from time to time based on our evaluation of developments subsequent to the
filing of the income tax return, such as tax authority audits, court decisions or other tax law
interpretations. There can be no assurance that any tax reserves will be sufficient to cover tax
liabilities that may ultimately be determined to be owed. We had no tax reserves established
relating to uncertain tax positions at March 31, 2009.
FIRST QUARTER PERFORMANCE OVERVIEW
Overview
PrivateBancorp, Inc. (“PrivateBancorp” or the “Company”) was incorporated in Delaware in 1989 for
the purpose of becoming a holding company registered under the Bank Holding Company Act of 1956, as
amended (the “Act”). PrivateBancorp, through its PrivateBank subsidiaries (the “Banks”), provides
customized business and personal financial services to middle-market commercial and commercial real
estate companies as well as business owners, executives, entrepreneurs and wealthy families. We
seek to develop lifetime relationships with our clients. Through a growing team of highly qualified
managing directors, the Banks deliver a sophisticated suite of tailored credit and non-credit
solutions, including lending, treasury management, investment products, capital markets products
and wealth management and trust services, to meet their clients’ commercial and personal needs.
Since our inception, we have expanded into multiple geographic markets in the Midwest and
Southeastern United States through the creation of new banks and banking offices
30
and the acquisition of existing banks. Our clients also have access to mortgage loans offered
through The PrivateBank Mortgage Company, a subsidiary of PrivateBancorp.
Through first quarter 2009, we continue to see strong net revenue growth as a result of the
execution of the Strategic Growth Plan (the “Plan”) we launched in the fourth quarter 2007, driven
by our organic balance sheet growth. We are selective in the clients we choose to do business
with, opting for people and businesses we know and with which we have relationships. Based on our
strategy, loans and deposits have continued to grow. We have begun to achieve the operating
leverage (net revenue less non-interest expense) that we expected in the Plan, and this is
reflected in the following specific results:
Balance Sheet Growth
Total loans increased $446.8 million to $8.5 billion at March 31, 2009, from $8.0 billion at
December 31, 2008. Commercial loans, including commercial and industrial and owner-occupied
commercial real estate loans, increased to 52% of the Company’s total loans at the end of the first
quarter 2009 from 49% of total loans at December 31, 2008. Commercial real estate loans decreased
to 28% of total loans at the end of the first quarter 2009, compared to 30% of the Company’s total
loans at the end of 2008. We continue to achieve further loan diversification, which we sought
through implementation of the Plan.
Total deposits were $7.8 billion at March 31, 2009, compared to $8.0 billion at December 31, 2008.
Client deposits increased to $6.9 billion at March 31, 2009, from $6.0 billion at December 31,
2008. Client deposits at March 31, 2009, include $865.7 million in client CDARS®
deposits. Brokered deposits (excluding client CDARS) decreased to 11% of total deposits in the
first quarter 2009, from 26% of total deposits as of March 31, 2008, and 25% of total deposits at
the end of 2008.
Operating Leverage
Net revenue, on a tax equivalent basis, grew 94% over the first quarter 2008 to $88.3 million from
$45.5 million in the first quarter 2008. This increase was driven by stronger net interest income
and non-interest income. Net interest income totaled $63.9 million in the first quarter 2009,
compared to $36.0 million in the first quarter 2008, an increase of 78%. Net interest margin (on a
tax equivalent basis) was 2.68%, compared to 2.88% for the first quarter 2008.
Non-interest income, excluding securities gains and losses, was $22.8 million in the first quarter
2009, an increase of 196% from $7.7 million in the first quarter 2008. Capital markets income grew
to $11.2 million, compared with $391,000 in the first quarter 2008, as clients increased their use
of derivatives for interest rate risk management. Mortgage banking income increased to $2.2 million
in the first quarter 2009, compared to $1.5 million in the first quarter 2008, primarily related to
refinancing activity from more favorable interest rates. Treasury management income was $1.6
million in the first quarter 2009 up from $184,000 in the first quarter 2008 primarily due to the
rollout of new products and services. Banking and other services income increased to $3.6 million
in the first quarter 2009, compared to $746,000 in the first quarter 2008, due to an increase in
letter of credit fees and transaction-related fees.
Non-interest expense was $58.1 million in the first quarter 2009, compared to $42.9 million in the
first quarter 2008. The increase is primarily related to higher salaries and employee benefits
expense, insurance costs, net occupancy expense and professional fees.
Credit Quality
The credit markets remain challenging, and the Company continues to make credit, oversight and
monitoring decisions a key priority. The first quarter 2009 provision for loan losses was $17.8
million, compared to $17.1 million in the first quarter 2008. The allowance for loan losses as a
percentage of total loans was 1.50% at March 31, 2009, compared with 1.40% at December 31, 2008.
Gross charge-offs during the first quarter 2009 were $7.0 million, offset by recoveries of $3.6
million. The Company had $191.6 million in total non-performing assets at March 31, 2009, compared
to $155.7 million at December 31, 2008, reflecting a weakening credit environment. Non-performing
assets to total assets were 1.85% at March 31, 2009, compared to 1.55% at December 31, 2008.
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RESULTS OF OPERATIONS
Net Interest Income
Net interest income totaled $63.9 million in the first quarter 2009, compared to $36.0 million in
the first quarter 2008, an increase of 78%. Net interest income equals the difference between
interest income plus fees earned on interest-earning assets and interest expense incurred on
interest-bearing liabilities. The level of interest rates and the volume and mix of
interest-earning assets and interest-bearing liabilities impact net interest income. Net interest
margin represents net interest income as a percentage of total average interest-earning assets. The
accounting policies underlying the recognition of interest income on loans, securities, and other
interest-earning assets are included in the “Notes to Consolidated Financial Statements” contained
in our 2008 Annual Report on Form 10-K.
Our accounting and reporting policies conform to U.S. GAAP and general practice within the
financial services industry. For purposes of this discussion, net interest income and any ratios or
metrics that include net interest income as a component, such as for example, net interest margin,
has been adjusted to a fully tax-equivalent basis to more appropriately compare the returns on
certain tax-exempt loans and securities to those on taxable interest-earning assets. Although we
believe that these non-GAAP financial measures enhance investors’ understanding of our business and
performance, these non-GAAP financial measures should not be considered an alternative to GAAP. The
reconciliation of such adjustment is presented in the following table.
Table 1
Effect of Tax-Equivalent Adjustment (Amounts in thousands)
Increasing our net interest income is a fundamental goal of our Plan. We have done this to date by
increasing the amount of loans we carry on our balance sheet. The average balance of our loans
increased by $3.6 billion between the first quarter 2008 and the first quarter 2009. The yield on
the new loans we are adding to the balance sheet compared to the cost of the money we use to fund
those loans also matters from a profitability standpoint. Since launching the Plan in late 2007,
we expected loan growth would lead to client deposit growth, and we would have to rely heavily on
more expensive wholesale funding sources until client deposit growth caught up with loan growth.
In the fourth quarter 2008 and first quarter 2009, we experienced a deceleration in loan growth, as
the economy weakened and as we became more selective in the loans we originated, and an
acceleration in client deposit growth. This has allowed us to reduce our dependence on wholesale
funding sources and has contributed to an improved net interest margin in the first quarter 2009
compared to the fourth quarter 2008. We have and will continue to emphasize that our relationship
managers find opportunities to grow client deposits, which generally represents a lower cost of
funds for us but also a deepening of our relationship with our clients. Our future success in
growing client deposits, we believe, will affect our net interest income and net interest margin
and, hence, our profitability.
Table 2 summarizes the changes in our average interest-earning assets and interest-bearing
liabilities as well as the average interest rates earned and paid on these assets and liabilities,
respectively, for the quarters ended March 31, 2009 and 2008. The table also details increases and
decreases in income and expense for each of the major categories of interest-earning assets and
interest-bearing liabilities and analyzes the extent to which such variances are attributable to
volume and rate changes. Interest income and yields are presented on a tax-equivalent basis
assuming a federal income tax rate of 35%, which includes the tax-equivalent adjustment as
presented in Table 1 above.
Net interest margin for the first quarter 2009 of 2.68% was down from 2.88% in the first quarter
2008. Our net interest margin decreased between the periods primarily because we did not gain as
much benefit from our non-interest bearing demand deposit accounts (“DDAs”) in the 2009 period as
we did in the 2008 period as market interest rates declined. The increase in DDAs between the
periods increased our average interest earning assets but the lower yield in the 2009 period
compared to the 2008 period put downward pressure on our net interest margin.
Our average balance of assets and liabilities approximately doubled between the first quarter 2008
and the first quarter 2009. Our net interest income increased significantly year-over-year as a
result of the substantial increase in our interest-earning assets, primarily loans. While market
interest rates dropped between the periods, the steep drop in the yield we earn on our
32
interest earning assets was matched by a similarly steep drop in our cost of funds, though the
yield declined 2 basis points more than our cost of funds as our assets re-priced slightly faster
than our interest-bearing liabilities. The steep drop in market interest rates made our DDAs less
valuable because the average yield we could earn on our interest-earning assets, funded by these
zero-cost deposits, declined by 195 basis points between periods. We calculate our net interest
margin as the net interest income we earn on our average interest-earning assets. While our DDAs
doubled between the periods in step with the doubling of our average balance sheet, the
contribution of those DDAs to our net interest margin fell from 47 basis points to 29 basis points
between the periods because the return on these monies declined as market interest rates declined;
this lower contribution level caused our net interest margin to decline quarter over quarter.
Should interest rates rise in the future, our DDA balances, assuming their balance as a percentage
of average interest –earning assets remains the same, will enhance our net interest margin and,
thus, prove more valuable to us. To a lesser extent, net interest margin also declined due to
continued decreases in the prime and LIBOR rates of interest as our interest earning assets
re-price more quickly than our interest-bearing deposits.
As shown in Table 2, first quarter 2009 tax-equivalent net interest income increased to $64.7
million compared to $37.0 million in the first quarter 2008. The increase in interest-earning
assets increased interest income by $56.8 million, while a decline in the average rate earned on
interest-earning assets reduced interest income by $30.2 million. First quarter 2009 interest
expense declined $1.2 million compared to first quarter 2008. The increase in interest-bearing
liabilities increased interest expense by $28.1 million, but the shift to less expensive wholesale
borrowing, coupled with an overall decrease in the average rate paid on interest-bearing
liabilities reduced interest expense by $29.3 million.
We continue to use multiple interest rate scenarios to assess the direction and magnitude of
changes in interest rates and their impact on net interest income. A description and analysis of
our market risk and interest rate sensitivity profile and management policies is included in Item
3, “Quantitative and Qualitative Disclosures About Market Risk,” of this Form 10-Q.
33
Table 2
Net Interest Income and Margin Analysis (Dollars in thousands)
34
Provision for Loan Losses
The provision for loan losses is determined by management as the amount to be added to the
allowance for loan losses after net charge-offs have been deducted to bring the allowance to a
level which, in management’s best estimate, is necessary to absorb probable and reasonably
estimable losses inherent in the existing loan portfolio. The provision for loan losses totaled
$17.8 million for the quarter ended March 31, 2009 compared to $17.1 million for the quarter ended
March 31, 2008. Net-charge offs were $3.5 million for the quarter ended March 31, 2009 compared to
$4.1 million for the quarter ended March 31, 2008. For further analysis and information on how we
determine the appropriate level for the allowance for loan losses and the factors on which
provisions are based, see the “Loan Portfolio and Credit Quality” section on page 40.
Non-interest Income
Two of the goals of our Plan are to increase and diversify the sources of our non-interest income.
We believe we are continuing to make progress in achieving both of these goals. Our total
non-interest income increased $15.0 million, or 177%, to $23.6 million for the first quarter 2009
compared to $8.5 million in the first quarter 2008. The period over period increase reflects the
significant contribution of our expanded products and services in the past year offered through the
capital markets and treasury management groups which has resulted in greater diversification in our
sources of non-interest income. In the prior year first quarter, non-interest income was driven by
revenue from The PrivateWealth Group, which contributed $4.4 million, or 52%, of the $8.5 million,
in non-interest income. In the first quarter of 2009, The PrivateWealth Group contributed $3.8
million, or 16%, of our non-interest income, while capital markets and treasury management products
contributed $11.2 million and $1.6 million, respectively, representing 48% and 7%, respectively, of
non-interest income for the first quarter of 2009. This demonstrates our diversification of
non-interest income as capital markets and treasury management fee income reduce our reliance on
fee income from The PrivateWealth Group.
Our goal is to deliver the “whole” Bank to our clients and make available to them a broad and
expanding suite of products and services. Our success in accomplishing this diversity objective is
reflected in our first quarter 2009 results and, we believe, as our client base continues to grow
we will be able to continue to grow and diversify our non-interest revenue.
Table 3
Non-interest Income Analysis (Dollars in thousands)
The capital markets group delivers customized interest rate risk management and payment solutions
that help our clients achieve their financing and risk management objectives. Within capital
markets, we provide interest rate swaps, caps and collars and foreign exchange spot trading. We
take no market, currency or interest rate risk because we run a matched back-to-back book with a
variety of liquidity providers who are market makers in this arena. Our risk is the credit risk of
our counterparties, which we manage in line with our credit policies and procedures outlined in our
risk management policies. Capital markets income, which includes a $3.8 million credit value
adjustment (“CVA”), grew to $11.2 million, compared with $391,000 in the first quarter 2008, as the
group had just been formed. The CVA represents the credit component of fair value with regard to
both client-based trades and the related matched trades with interbank dealer counter-parties.
35
We continue to enhance our treasury management capabilities and now provide all aspects of
receivables and payables services in addition to online banking and reporting. We offer remote
capture, liquidity management, and lockbox services to meet our clients’ needs and drive
non-interest and interest-bearing deposits to the bank. Treasury management income was $1.6 million
in the first quarter 2009 compared to $184,000 in the first quarter 2008. This increase is
attributable to growth in delivery of services to existing and new clients.
The PrivateWealth Group’s fee revenue was down in the first quarter 2009 to $3.8 million, compared
to $4.4 million in the first quarter 2008. The PrivateWealth Group’s assets under management
declined only slightly to $3.2 billion at March 31, 2009, compared with $3.3 billion at March 31,
2008. Fee revenue for a quarter is predominantly based on the market value of assets under
management early in the quarter. Significantly higher volatility in the market value of assets
under management during the first quarter of 2009, and an increase in assets held in non-fee
producing cash equivalents, combined to cause fee revenue to decrease disproportionately to the
decrease in assets under management. The Company continues to see net additions to new and existing
accounts which help dampen the effect of market declines on the value of the assets under
management.
Mortgage banking income increased to $2.2 million in the first quarter 2009, compared to $1.5
million at the end of the first quarter 2008. Mortgage banking income increased over the prior
period due to the current low interest rate environment, which has spurred market demand and a
higher volume of loans sold.
Bank owned life insurance (“BOLI”) revenue represents the change in cash surrender value (“CSV”) of
the policies, net of premiums paid. The decrease in the BOLI revenue was attributable to lower
earnings credited to policies, based on investments made by the insurer. The tax-equivalent yield
on BOLI was 5.19% for first quarter 2009 compared to 5.93% for first quarter 2008. Income
recognized on this product includes policies covering certain higher-level employees who are deemed
to be significant contributors to the Company. The cash surrender value of BOLI at March 31, 2009
was $46.3 million, compared to $44.6 million at March 31, 2008.
Banking and other services income increased to $3.6 million in the first quarter 2009, compared to
$746,000 in the first quarter 2008 due to an increase in letter of credit fees and
transaction-related fees.
Securities gains were $772,000 for the three months ended March 31, 2009 compared to $814,000 in
the prior year period.
Non-interest Expense
It is important to the success of our Plan that we control our non-interest expenses. Increasing
the growth of our net revenue at a rate that exceeds the growth in our non-interest expense will
continue to provide us the operating leverage we expect under the Plan and drive our profitability.
In the first quarter of 2008, which was the first full quarter for the execution of our Plan, we
incurred high compensation expenses as we hired producers and senior members of our executive team
and our revenue growth lagged these up-front expenses. Our revenue growth has since caught up with
our expenses and we are achieving the operating leverage we expected when we announced our Plan in
November 2007. This leverage is evidenced through the improvement in our first quarter 2009
efficiency ratio (noninterest expense as a percentage of tax-equivalent net interest income plus
total non-interest income) of 65.8% from 94.4% in the first quarter 2008. We continue to actively
run our business to maintain tight cost control and expense management.
36
Table 4
Non-interest Expense Analysis (Dollar amounts in thousands)
Non-interest expense was $58.1 million in the first quarter, increasing $15.1 million or 35%,
compared to $42.9 million in the first quarter 2008. The increase over the first quarter 2008
represents the ongoing investment in the Strategic Growth Plan throughout the year. The 35%
increase over the first quarter 2008 is a direct result of a combined increase in compensation
expense, net occupancy expense and insurance costs partially offset by a decrease in net foreclosed
property expenses, investment management fees and marketing expenses.
The increase of $7.4 million in compensation costs over the prior year quarter reflects the human
capital investment associated with the significant hiring initiative under the Plan in early 2008,
as the number of full-time equivalent employees increased 20% to 786 at March 31, 2009 compared to
657 at March 31, 2008. The $3.1 million increase in share-based payments is attributable to a
greater number of employees with equity awards compared to first quarter 2008 and equity awards
granted during first quarter 2009 to certain senior level executives. Compensation expense also
includes incentive compensation accruals and additional revenue-based compensation expense
recognized during the 2009 quarter.
Net occupancy expense grew by $2.2 million over the first quarter 2008 to $6.0 million and reflects
the investments we have made in growing our office space to accommodate our larger downtown Chicago
team.
Professional fees, which include fees paid for legal, accounting, consulting and information
systems consulting services, increased by $1.9 million over the first quarter 2008 due to higher
legal and consulting fees to support various strategic initiatives including the rapid expansion of
products and service offerings, infrastructure enhancements and increased fees paid for external
and internal audit services over the prior year period. The growth in professional fees also
reflects the growth in the volume and complexity of our business driven by the rapid pace in which
we have built out our business
37
platform to accommodate the objectives of our Plan. Over time, we expect, to some degree, to
supplant reliance on third-party professionals with in-house professionals as we expand our
internal human resources.
First quarter 2009 insurance costs increased $3.0 million over first quarter 2008 due to higher
Federal Deposit Insurance Corporation (FDIC) assessment fees. The increase in FDIC insurance fees
is attributable to a 56% growth in deposits year over year for which fees are assessed and an
increase in fee rates since the first quarter 2008. In December 2008 the FDIC finalized a rule that
raised the then current assessment rates uniformly by 7 basis points for the first quarter 2009
assessment. The new rule resulted in annualized assessment rates for Risk Category 1 institutions
ranging from 12 to 14 basis points. The increase in deposit insurance expense during the first
quarter of 2009 compared to the first quarter of 2008 was also partly related to the additional 10
basis point assessment paid on covered transaction accounts exceeding the $250,000 under the
Temporary Liquidity Guaranty Program. As a result of the requirement to increase the FDIC’s Bank
Insurance Fund to statutory levels over a prescribed period of time and increased pressure on the
fund’s reserves due to the increasing number of bank failures, FDIC insurance costs for 2009 will
be significantly higher for all insured depository institutions.
Net foreclosed property expenses decreased by $114,000 over the first quarter 2008 which is
directly correlated with costs to manage our other real estate owned portfolio. Marketing expenses
declined $986,000 over the previous quarter as the Company reduced client entertainment and other
activities in line with the current economic environment.
Income Taxes
Our provision for income taxes includes both federal and state income tax expense. The effective
income tax rate for the three months ended March 31, 2009 was 38.1% compared to (41.7)% for the
three months ended March 31, 2008, reflecting the net income generated in the first quarter of 2009
versus a loss in the first quarter of 2008.
The effective income tax rate varies from the statutory federal income tax rate of 35% principally
due to state income taxes, the effects of tax-exempt earnings from municipal securities and
bank-owned life insurance and non-deductible compensation and business expenses.
In determining that realization of the deferred tax assets is more likely than not and no valuation
allowance is needed at March 31, 2009, we considered a number of factors including reversing
taxable temporary differences in future periods and our ability to generate future taxable income.
Operating Segments Results
We have three primary business segments: Banking (which includes our lines of business; Illinois
Commercial Banking, National Commercial Banking, Commercial Real Estate, and The PrivateClients
Group); The PrivateWealth Group; and Holding Company Activities. The PrivateBank Mortgage Company
results are included in the Banking segment.
Banking
The profitability of each of our bank subsidiaries is primarily dependent on net interest income,
provision for loan losses, non-interest income and non-interest expense. Net income for the banking
segment for the quarter ended March 31, 2009 was $16.2 million, a 638% increase from a net loss of
$3.0 million for the prior year period. The increase in net income for the banking segment resulted
primarily from a 75% increase in net interest income, offset by a 38% increase in expenses
associated with the operation of our Plan, including greater compensation-related expense. Total
loans for the banking segment increased by 6% to $8.5 billion during the first quarter 2009 as
compared to $8.0 billion at December 31, 2008. Commercial loans, including commercial and
industrial and owner-occupied commercial real estate loans, continue to be the fastest-growing
segment of the loan portfolio and increased to $4.4 billion, or 52% of our total loans, from $4.0
billion, or 50%, of total loans at December 31, 2008. Commercial real estate loans decreased to 28%
of our total loans at March 31, 2009, compared to 30% of total loans at December 31, 2008. Total
deposits decreased slightly by 2% to $7.9 billion at March 31, 2009 from $8.0 billion at December
31, 2008.
The PrivateWealth Group
The PrivateWealth Group segment includes investment management, investment advisory, personal trust
and estate administration, custodial and escrow, retirement account administration, and brokerage
services. The PrivateWealth Group’s assets under management remained relatively constant at $3.2
billion at March 31, 2009 as compared to $3.3 billion at December 31, 2008, despite a significant
decline in the market value of many investments. We continue to see net additions in assets which
help offset the decline in assets under management due to market performance. The PrivateWealth
Group’s fee revenue was $3.8 million, a decrease of 14%, for the quarter ended March 31, 2009
compared to $4.4 million for the prior year period primarily due to significantly higher volatility
in the market value of assets under management during the first quarter of 2009, and an increase in
assets held in non-fee producing cash equivalents. Net income for The PrivateWealth
38
Group decreased 31% to $263,000 for the quarter ended March 31, 2009 from $379,000 in the prior
year period primarily due to the decrease in fee revenue.
For a number of our wealth management relationships, we utilize third-party investment managers, including Lodestar Investment Counsel, LLC (“Lodestar”), a subsidiary of the Company. Fees paid to third party investment managers decreased to $609,000 for the quarter ended March 31, 2009, compared to $968,000 in the prior year period. The 2009 decrease is attributable to the decline in assets under management and an increase in assets held in cash equivalents . Fees paid to Lodestar, which are eliminated in consolidation, totaled approximately $91,000 in the first quarter 2009 compared to $119,000 in the prior year period. Holding Company Activities
The Holding Company Activities segment consists of parent company only matters. The Holding
Company’s most significant assets are its net investments in its four banking subsidiaries and its
mortgage banking subsidiary. Holding Company activities are reflected primarily by interest expense
on borrowings and operating expenses of the parent company. Recurring holding company operating
expenses consist primarily of compensation (amortization of share-based compensation) and
professional fees. The Holding Company segment reported a net loss of $11.2 million for the quarter
ended March 31, 2009, compared to a net loss of $6.3 million for the prior year period. The
increase in the net loss year over year is primarily due to a 53% increase in net interest expense
related to the issuance of $143.8 in junior subordinated debentures in May 2008, and increased
legal and audit fees at the holding company level due to the continued growth of the Company.
FINANCIAL CONDITION
Total Assets
Total assets increased to $10.4 billion at March 31, 2009, an increase of 3% from $10.0 billion at
December 31, 2008. Asset growth from December 31, 2008 was primarily due to loan portfolio growth
of 6% during the quarter.
Investment Portfolio Management
We manage our investment portfolio to maximize the return on invested funds within acceptable risk
guidelines, to meet pledging and liquidity requirements, and to adjust balance sheet interest rate
sensitivity to attempt to protect net interest income against the impact of changes in interest
rates.
We adjust the size and composition of our securities portfolio according to a number of factors,
including expected liquidity needs, the current and forecasted interest rate environment, our
actual and anticipated balance sheet growth rate, and the related value of various segments of the
securities markets.
Table 5
Investment Portfolio Valuation Summary (Dollars in thousands)
39
As of March 31, 2009, our securities portfolio totaled $1.4 billion, decreasing 3% from December
31, 2008. During first quarter 2009 we took advantage of market conditions to sell $27.8 million of
securities, primarily state and municipal securities, at a net gain of $772,000. We reinvested the
majority of the proceeds back into investments similar to those already in the portfolio.
Investments in mortgage related securities, CMOs and MBS, comprise 79% of the available-for-sale
securities portfolio. Virtually all of the mortgage securities are guaranteed by one of the three
major federal housing agencies, Fannie Mae, Freddie Mac, or Ginnie Mae. All mortgage securities are
composed of fixed rate, fully amortizing collateral with final maturities of 30 years or less.
Investments in debt instruments of state and local municipalities comprised 12% of the total
available-for-sale securities portfolio. This type of security has historically experienced very
low default rates and provided a predictable cash flow since it generally is not subject to
significant prepayment. Insurance companies regularly provide credit enhancement to improve the
credit rating and liquidity of a municipal bond issuance. Management considers the credit enhanced
and underlying municipality credit rating when evaluating a purchase or sale decision.
At March 31, 2009, our reported stockholders’ equity reflected unrealized securities gains net of
tax of $33.7 million. This represented an increase of $6.1 million from unrealized securities gains
net of tax of $27.6 million at December 31, 2008.
Non-marketable equity investments include Federal Home Loan Bank (“FHLB”) stock and other various
equity securities. At March 31, 2009, our consolidated investment in FHLB stock was $24.3 million,
compared to $23.7 million at December 31, 2008. Our FHLB stock holdings are necessary to qualify
for FHLB advances, and we are closely monitoring the financial condition of the FHLBs in which we
have an investment. At March 31, 2009, we owned $3.8 million in other securities, which consist of
equity investments to fund civic and community projects and qualify for CRA purposes.
We do not own any Freddie Mac or Fannie Mae preferred stock or sub-debt obligations, bank trust
preferred securities, nor do we own any sub-prime mortgage-backed securities.
LOAN PORTFOLIO AND CREDIT QUALITY
Portfolio Composition
Our loan portfolio is comprised of commercial, real estate (which includes commercial real estate,
construction, and residential real estate) and personal loans. Outstanding loans totaled $8.5
billion as of March 31, 2009, an increase of 6% from December 31, 2008. The increase since December
31, 2008 was led by growth in commercial loans which grew 11% from December 31, 2008 to 52% of the
Company’s loan portfolio. We believe we are well positioned to both pursue and take advantage of
prudent, targeted lending opportunities.
Table 6
Loan Portfolio (Dollars in thousands)
40
The following table summarizes our loans secured by non-owner occupied commercial real estate by
property type and collateral location at March 31, 2009 and December 31, 2008.
Table 7
Collateral Location by Property Type
41
During the first quarter of 2009, we began a collateral reclassification project to enhance
property type detail, particularly on land development and construction loans. The March 31, 2009
table reflects reclassifications made during the first quarter of 2009. The project is extensive
and will progressively allow us to achieve improved transparency of our loan portfolio and
collateral attributes over the next several quarters.
As the loan portfolio mix has evolved over the past several quarters, a greater percentage of
commercial and industrial credit exists, improving our loan portfolio’s diversification. We
regularly and routinely review the loan portfolio mix in order to determine appropriate
concentration levels.
Allowance for Loan Losses
Loan quality is monitored by management and reviewed by the Loan Committee of the Board of
Directors. The amount of addition to the allowance for loan losses, which is charged to earnings
through the provision for loan losses, is determined based on a variety of factors, including,
among other factors, assessment of the credit risk of the loans in the portfolio, delinquent loans,
impaired loans, evaluation of current economic conditions in the market area, actual charge-offs
and recoveries during the period, industry loss averages and historical loss experience. The
determination of the level of the allowance also involves the exercise of judgment by management
and reflects various considerations, including management’s view that the reserve should have a
margin that recognizes the imprecision inherent in the process of estimating credit losses.
For a summary of the changes in the reserve for loan losses during the quarters ended March 2009
and 2008, refer to Note 5 of “Notes to Consolidated Financial Statements.”
Table 8
Allowance for Loan Losses (Dollars in thousands)
We increased our allowance for loan losses to $127.0 million as of March 31, 2009, up $14.3 million
from $112.7 million at December 31, 2008. The ratio of the allowance for loan losses to total loans
was 1.50% as of March 31, 2009, up from 1.40% as of December 31, 2008. Given the comprehensive
review of all underperforming and nonperforming loans completed at the end of the first quarter and
the adequacy of loss factors used in our analysis, we believe that the allowance for loan losses is
adequate to provide for probable and reasonably estimable credit losses inherent in our loan
portfolio as of March 31, 2009. The loan loss allowance as a percentage of nonperforming loans was
78% at March 31, 2009 compared to 85% at December 31, 2008. Total loans charged off, net of
recoveries, in first quarter 2009 were 0.17% of average loans compared to 5.49% at December 31,
2008.
During first quarter 2009, net charge-offs totaled $3.5 million as compared to $4.1 million in
first quarter 2008. Charge-offs were mainly in the commercial category, reflecting a weakening in
the commercial real estate sector, and recoveries were in residential land and development loans.
The provision for loan losses for first quarter 2009 totaled $17.8 million and exceeded net
charge-offs by 509%.
42
Our loan loss allowance model is driven primarily by risk ratings, loan classifications and loan
loss factors. The loan loss factors used in our analysis reflect the significant losses realized
in the fourth quarter 2008, providing us current experience upon which to base our model’s results.
The level of the allowance for loan losses is also a judgment and reflects our current view of
market conditions and portfolio performance.
The following table shows our allocation of the allowance for loan losses by specific category at
the dates shown.
Table 9
Allocation of Allowance for Loan Losses (Dollars in thousands)
During the first quarter of 2009, we re-allocated the majority of our unallocated reserves to
support our older vintage loan portfolio. This included strengthening the regional allocations for
our Michigan and Missouri banks’ loan portfolios, as well as the Chicago-based seasoned loan
portfolio. We also identified several banking relationships with loan impairments requiring the
establishment of specific reserves.
The accounting policies underlying the establishment and maintenance of the allowance for loan
losses are discussed in Notes 1 and 5 to the Consolidated Financial Statements of our 2008 Annual
Report on Form 10-K.
In addition to the allowance for loan losses, we maintain a reserve for unfunded commitments at a
level we believe to be sufficient to absorb estimated probable losses related to unfunded credit
facilities. At March 31, 2009, our reserve for unfunded commitments was $889,000, a 6% increase
over $840,000 at December 31, 2008. The reserve is computed using a methodology similar to that
used to determine the general allocated component of the allowance for loan losses. Net adjustments
to the reserve for unfunded commitments are included in other non-interest expense in the
Consolidated Statements of Income.
Nonperforming Assets and Delinquent Loans
Nonperforming loans include loans past due 90 days and still accruing interest, loans for which the
accrual of interest has been discontinued and loans for which the terms have been renegotiated to
provide for a reduction or deferral of interest and principal due to a weakening of the borrower’s
financial condition. Nonperforming assets include nonperforming loans and real estate that has been
acquired primarily through foreclosure and is awaiting disposition. For a detailed discussion of
our policy on accrual of interest on loans, see Note 1 to the Consolidated Financial Statements of
our 2008 Annual Report on Form 10-K. At March 31, 2009, we had no loans past due 90 days and still
accruing interest.
43
Table 10
Nonperforming Assets and Past Due Loans (Dollars in thousands)
During the first quarter 2009, we saw increased levels of stress with some borrowers. The continued
economic difficulties were evident across most business sectors, with
stress in our portfolio
largely driven by weakness in our non-residential commercial real estate (“CRE”) sector.
Nonperforming assets were 1.85% of total assets at March 31, 2009 compared to 1.55% at December 31,
2008, primarily consisting of nonperforming residential development loans identified in late 2008
and loans which became nonperforming during the first quarter 2009. The additions to nonperforming
loans include credit extended directly for CRE property investment, to individuals who have further
invested in commercial real estate and some owner-occupied real estate. We continue to closely
monitor our CRE portfolio as part of our regular loan portfolio review.
Nonperforming loans to total loans was 1.92% at March 31, 2009 compared to 1.64% at year-end,
driven mainly by weakness in the CRE sector, however there were no concentrations by geography or
property type in the increase. The stress in this sector remains.
During the fourth quarter 2008, we completed a portfolio review which resulted in a substantial
increase in our level of nonaccrual loans at year end 2008. We also took substantial charge-offs
during the fourth quarter 2008 as we identified inherent losses where cash flow and guarantor
support indicated likely non-performance and where losses from deteriorating assets values were
evident. We believe that these loan assets are fairly valued at March 31, 2009 and we continuously
monitor these loans. At the end of the first quarter 2009, as project and guarantor cash flow
support dissipated and collateral
44
protection weakened, we undertook a diligent and comprehensive review of all underperforming loans.
This review identified loans considered to be nonperforming, and where warranted, we established
specific reserves and recognized inherent losses.
Loans 30-89 days totaled $100.4 million at March 31, 2009 compared to $35.4 million at December 31,
2008. These loans are strictly administered in accordance with our credit management practices. Of
the $100.4 million in past due loans at March 31, 2009, approximately 30% were payment past dues
and 70% were past due for renewal reasons. Based on where we are in the current economic cycle, we
are applying more diligent underwriting standards and financial analysis on all loan renewals. The
necessary financial analysis, customer communication, obtaining greater financial detail and
current collateral valuations, requires increased processing time in order to implement the higher
standards. Therefore, a portion of the loans may go past maturity and become technically past due
during this lengthened renewal process. We anticipate that a portion of those loans past due for
renewal reasons will move out of the past due category in the second quarter 2009.
Our disclosure with respect to impaired loans is contained in Note 5 of “Notes to Consolidated
Financial Statements”.
FUNDING AND LIQUIDITY MANAGEMENT
Deposits
Our deposit gathering activities are strategic. We knew from the time we launched the Plan in
November 2007 that deposit growth would lag loan growth and we would have to rely heavily on
wholesale funding sources until we were able, over time, to close the gap between the volume of new
loans we recorded on our balance sheet and the client deposits we captured. We have built and
continue to build a suite of deposit and cash management products and services that have and, we
believe, will continue to generate client deposits for us. We also have personnel devoted solely
to our deposit generation efforts. Moreover, our relationship-based banking model means we are
focused on delivering the “whole Bank” to our clients including our deposit and cash management
services. In the fourth quarter of 2008 and the first quarter of 2009 our client deposit growth
has exceeded our loan growth and created greater balance between loan and deposit growth since the
launch of our Plan, enabling us to rely less on more expensive wholesale funding sources.
Nevertheless, we have a number of wholesale funding sources available to us, and as a matter of
prudent asset/liability management, we utilize a variety of funding sources to find the optimal
balance among duration risk, cost, liquidity risk and contingency planning.
Table 11
Deposits (Dollars in thousands)
Total deposits at March 31, 2009 decreased 2% from year-end 2008 primarily due to the maturity of
traditional brokered deposits. Client deposits increased by $921,000, or 15%, to $6.9 billion
during the first quarter 2009 compared to $6.0 billion at December 31, 2008. During first quarter
2009, we have continued to facilitate our deposit growth by pursuing deposits from existing and new
clients, increasing institutional and municipal deposits, attracting additional business DDA
account
45
balances through our enhanced treasury management services, and increasing use of our CDARS deposit
program. Total non-interest bearing deposits increased $242.6 million or 34% at March 31, 2009 from
December 31, 2008. The total number of consumer and business DDA accounts grew 10% over prior year
with business DDA accounts that grew at a 39% rate.
Brokered deposits totaled $1.7 billion at March 31, 2009, down 34% from $2.7 billion at December
31, 2008 due to a reduction in traditional brokered deposits and non-client CDARS deposits. During
first quarter 2009, we reduced our reliance on brokered deposits as a source of funding for the
growth in our loan portfolio and utilized client deposits and lower costing funds through the
Federal Reserve Bank discount window program to support our funding needs. We have issued certain
brokered deposits with call option provisions, which provide us with the opportunity to redeem the
certificates of deposits on a specified date prior to the contractual maturity date. Our brokered
deposits to total deposits ratio was 22% at March 31, 2009 and 33% at December 31, 2008. Brokered
deposits at March 31, 2009 include $972.5 million in CDARS deposits, of which we consider $865.7
million to be client related CDARS.
Table 12
Scheduled Maturities of Brokered and Other Time Deposits (Dollars in thousands)
Short-term Borrowings
Short-term borrowings which includes securities sold under agreements to repurchase, federal funds
purchased, term auction facilities issued by the Federal Reserve Bank, borrowings under the
Company’s credit facility and Federal Loan Home Bank (“FHLB”) advances that mature in one year or
less, increased $179.7 million primarily due to $600.0 million outstanding through the Federal
Reserve Bank discount window’s primary credit program, offset by a decrease in federal funds
purchased, FHLB advances and the payoff in full of our $20.0 million credit facility during the
first quarter 2009. Additionally, on March 16, 2009, we redeemed $112.2 million of the $115.0
million aggregate outstanding principal amount of our contingent convertible senior notes at a
redemption price in cash equal to 100% of the principal amount, plus accrued and unpaid interest.
On May 1, 2009, we redeemed the remaining $2.8 million aggregate principal amount outstanding of
the notes.
MANAGEMENT OF CAPITAL
Stockholders’ equity increased to $866.2 million at March 31, 2009, an increase of $260.6 million
from $605.6 million of stockholders’ equity at December 31, 2008, due primarily to an additional
$243.8 million in capital as a result of the issuance of preferred stock to the U.S. Treasury under
the TARP CPP.
During the first quarter 2009, GTCR Golder Rauner, L.L.C., the holder of all of the issued and
outstanding shares of our Series A non-voting preferred stock, indicated a willingness to convert
its non-voting Series A preferred shares into shares of non-voting common stock. As described in
our proxy statement for our 2009 Annual Stockholders Meeting, in order to effect this conversion,
our stockholders are being asked to approve an amendment to our Certificate of Incorporation to
revise the terms of the existing Series A preferred stock GTCR owns and to authorize a new class of
non-voting common stock. The conversion, if it occurs, would improve our tangible common equity
ratio (total equity less preferred stock, goodwill and other intangible assets divided by equity)
by approximately 50 basis points to 5.14% on a pro forma basis as of March 31, 2009.
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Issuance of Preferred Stock
On January 30, 2009, we sold 243,815 shares of a newly created class of fixed rate cumulative
perpetual preferred stock, Series B to the Treasury as part of the TARP CPP Program. We also issued
to the Treasury a ten-year warrant to purchase up to 1.3 million shares of our common stock, or 15%
of the aggregate dollar amount of Series B preferred shares purchased by the Treasury, at an
exercise price of $28.35 per share. The Series B preferred stock and warrants qualify for
regulatory Tier 1 capital and may be redeemed at any time that regulatory approval for such
redemption can be obtained. The preferred stock has a dividend rate of 5% for the first five years,
increasing to 9% thereafter. Among other things, we are is subject to restrictions and conditions
including those related to the payment of dividends on our common stock, share repurchases,
executive compensation, and corporate governance. We have deployed this new capital mainly to
support prudent new lending in all the markets we serve.
Capital Measurements
A strong capital position relative to the capital adequacy rules that apply to us is crucial in
maintaining investor confidence, accessing capital markets, and enabling us to take advantage of
future profitable growth opportunities. Our Capital and Dividend Policy requires that we maintain
capital ratios in excess of the minimum regulatory guidelines. It serves as an internal discipline
in analyzing business risks and internal growth opportunities and sets targeted levels of return on
equity. Under applicable regulatory capital adequacy guidelines, we are subject to various capital
requirements set and administered by the federal banking agencies. These requirements specify
minimum capital ratios, defined as Tier 1 and total capital as a percentage of assets and
off-balance sheet items that have been weighted according to broad risk categories and a leverage
ratio calculated as Tier 1 capital as a percentage of adjusted average assets. We have managed our
capital ratios to consistently maintain such measurements in excess of the Board of Governors of
the Federal Reserve System (“FRB”) minimum levels considered to be “well capitalized,” which is the
highest capital category established.
The following table presents our consolidated measures of capital as of the dates presented and the
capital guidelines established by the FRB to be categorized as “well capitalized”.
Table 13
Capital Measurements (Dollar amounts in thousands)
Tangible equity, including preferred stock, was $765.0 million at March 31, 2009 and $504.0 million
at the end of 2008. Tangible common equity was $470.4 million at March 31, 2009, an increase of 5%
from $445.9 million at year-end 2008. Our tangible equity to tangible assets ratio was 7.45% as of
March 31, 2009, up from 5.07% as of December 31, 2008 and our tangible common equity to tangible
assets ratio was 4.58% at March 31, 2009, up from 4.49% at December 31, 2008.
For further details of the regulatory capital requirements and ratios as of December 31, 2008 for
the Company and our subsidiary banks, refer to Note 18 of “Notes to Consolidated Financial
Statements” in our 2008 Annual Report on Form 10-K.
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Stock Repurchase Programs
Our ability to repurchase shares of our common stock is subject to the applicable restrictions of
the CPP following the January 30, 2009 sale of the Series B preferred stock to the Treasury under
the CPP. In connection with restrictions on stock repurchases as part of the CPP, we terminated our
existing stock repurchase program on February 26, 2009. The restrictions on repurchases will not
affect our ability to repurchase shares in connection with the administration of our employee
benefit plans as such transactions are in the ordinary course and consistent with our past
practice.
Dividends
We declared dividends of $.01 per common share in first quarter 2009, down 87% from the quarterly
dividend per share declared in first quarter 2008 of $0.075. The Company intends to use the
retained capital and liquidity to continue the execution of the Strategic Growth Plan.
As a result of our participation in the CPP, we are subject to various restrictions on our ability
to increase the cash dividends we pay on our common stock and our ability to repurchase shares of
our stock.
LIQUIDITY
The objectives of liquidity risk management are to ensure that we can meet our cash flow
requirements, capitalize on business opportunities in a timely and cost effective manner and
satisfy regulatory guidelines for liquidity imposed by bank regulators. Liquidity management
involves forecasting funding requirements and maintaining sufficient capacity to meet our clients’
needs and accommodate fluctuations in asset and liability levels due to changes in our business
operations or unanticipated events. Liquidity is secured by managing the mix of items on the
balance sheet and expanding potential sources of liquidity.
We manage liquidity at two levels: at the holding company level and at the bank subsidiary level.
The management of liquidity at both levels is essential because the holding company and banking
subsidiaries each have different funding needs and sources. Liquidity management is guided by
policies formulated and monitored by our senior management and the banks’ asset/liability
committees, which take into account the marketability of assets, the sources and stability of
funding market conditions, the level of unfunded commitments and potential future loan growth.
We also develop and maintain contingency funding plans, which evaluate our liquidity position under
various operating circumstances and allow us to ensure that we would be able to operate through a
period of stress when access to normal sources of funding is constrained. The plans project funding
requirements during a potential period of stress, specify and quantify sources of liquidity,
outline actions and procedures for effectively managing through the problem period, and define
roles and responsibilities. The plans are reviewed and approved annually by the Asset and Liability
Committee.
Our bank subsidiaries’ principal sources of funds are client deposits, including large
institutional deposits, wholesale market-based borrowings and capital contributions by the Company.
Our bank subsidiaries’ principal uses of funds include funding growth in the core asset
portfolios, including loans, and to a lesser extent, our investment portfolio, which is used
primarily to manage interest rate and liquidity risk. The primary sources of funding for the
holding company include dividends received from its bank subsidiaries, and proceeds from the
issuance of senior, subordinated and convertible debt, as well as equity. Primary uses of funds for
the parent company include repayment of maturing debt, share repurchases, dividends paid to
stockholders, interest paid to our debt holders and subsidiary funding through capital and/or debt.
Our client deposits, the most stable source of liquidity due to the nature of long-term
relationships generally established with our clients, are available to provide long-term liquidity
for our bank subsidiaries. At March 31, 2009, 67% of our total assets were funded by client
deposits, compared to 60% at December 31, 2008. Client deposits for purposes of this ratio are
defined to include all deposits less traditional brokered deposits and non-client CDARS. Time
deposits are included as client deposits since these deposits have historically not been volatile
deposits for us.
While we first look toward internally generated deposits as a funding source, we continue to
utilize wholesale funding sources, including brokered deposits, in order to enhance liquidity and
to fund our loan growth. Brokered deposits decreased to 22% of total deposits at March 31, 2009,
compared to 33% of total deposits at December 31, 2008. During 2009, we expect to continue relying
on brokered deposits as an alternative method of funding growth and expect brokered deposit levels
to fluctuate depending upon factors including the timing and amount of loan growth, client deposit
growth and our decisions to utilize other borrowing sources. Our asset/liability management policy
currently limits our use of brokered deposits excluding reciprocal CDARS to levels no more than 40%
of total deposits, and brokered deposits to levels no more than 50% of total deposits. We do not
expect these threshold limitations to limit our ability to implement our Plan.
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Net cash provided by operations totaled $17.6 million for the three months ended March 31, 2009
compared to net cash used in operations of $34.6 million in the prior year period. Net cash
outflows from investing activities totaled $402.8 million in the first three months of 2009
compared to a net cash outflow of $1.0 billion in the prior year period primarily due to greater
loan growth in the prior year quarter. Cash inflows from financing activities in the first three
months of 2008 totaled $335.3 million compared to a net inflow of $1.1 billion in the first three
months of 2008.
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK We encounter risks as part of the normal course of our business and we design risk management
processes to help manage these risks. The Market and Interest Rate Risk Management section included
in Item 7 of our 2008 Form 10-K provides a general overview of the risk measurement, control
strategies and monitoring aspects of our corporate-level risk management processes. Additionally,
our 2008 Annual Report on Form 10-K provides an analysis of the risk management processes for what
we view as our primary areas of risk: credit, liquidity and market, as well as a discussion of our
use of financial derivatives as part of our overall asset and liability risk management process.
Our approach to managing these risks has not significantly changed since December 31, 2008.
Risk Management
We are exposed to market risk from changes in interest rates that could affect our results of
operations and financial condition. We manage our exposure to these market risks through our
regular operating and financing activities. We occasionally use derivative financial instruments
as a risk management tool to hedge interest rate risk.
Interest Rate Risk
To manage the interest rate mix of our balance sheet and related cash flows, we have the ability to
use a combination of financial instruments, including medium-term and short-term financings,
variable-rate debt instruments, fixed rate loans and securities and, to a lesser extent, interest
rate swaps. Approximately 41% of the total loan portfolio is indexed to LIBOR, 33% of the total
loan portfolio is indexed to the prime rate of interest, and another 7% of the total loan portfolio
otherwise adjusts with other short-term interest rates. Changes in market rates and the shape of
the yield curve may give us the opportunity to make changes to our investment security portfolio as
part of our asset/liability management strategy.
We have not changed our interest rate risk management strategy from December 31, 2008 and do not
foresee or expect any significant changes in our exposure to interest rate fluctuations, but we
will continue to consider the use of interest rate swaps on our assets or liabilities in the future
depending on changes in market rates of interest.
Asset/Liability Management Policy
As a continuing part of our financial strategy, we attempt to manage the impact of fluctuations in
market interest rates on our net interest income. This effort entails providing a reasonable
balance between interest rate risk, credit risk, liquidity risk and maintenance of yield. Our
asset/liability management policy is established by the Business Risk Committee of our Board of
Directors and is monitored by management. Our asset/liability management policy sets standards
within which we are expected to operate. These standards include guidelines for exposure to
interest rate fluctuations, liquidity, loan limits as a percentage of funding sources, exposure to
correspondent banks and brokers, and reliance on non-core deposits. The policy also states our
reporting requirements to our Board of Directors. The investment policy complements the
asset/liability management policy by establishing criteria by which we may purchase securities.
These criteria include approved types of securities, brokerage sources, terms of investment,
quality standards, and diversification.
One way to estimate the potential impact of interest rate changes on our income statement is a gap
analysis. The gap represents the net position of assets and liabilities subject to re-pricing in
specified time periods. During any given time period, if the amount of rate sensitive liabilities
exceeds the amount of rate sensitive assets, a company would generally be considered negatively
gapped and would benefit from falling rates over that period of time. Conversely, a positively
gapped company would generally benefit from rising rates.
We have structured our assets and liabilities to mitigate the risk of either a rising or falling
interest rate environment. We manage our gap position at the one-year horizon. Depending upon our
assessment of economic factors such as the magnitude and direction of projected interest rates over
the short- and long-term, we generally operate within guidelines set by our asset/liability
management policy and attempt to maximize our returns within an acceptable degree of risk.
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Interest rate changes do not affect all categories of assets and liabilities equally or
simultaneously. There are other factors that are difficult to measure and predict that would
influence the effect of interest rate fluctuations on our consolidated income statement.
Our primary way of estimating the potential impact of interest rate changes on our income statement
is through the use of a simulation model based on our interest-earning asset and interest-bearing
liability portfolios, assuming the size of these portfolios remains constant throughout the twelve
month measurement period. The simulation assumes that assets and liabilities accrue interest on
their current pricing basis. Assets and liabilities then re-price based on current terms and remain
at that interest rate through the end of the measurement period. The model attempts to illustrate
the potential change in net interest income if the foregoing occurred. The following table shows
the estimated impact of an immediate change in interest rates as of March 31, 2009 and December 31,
2008.
Analysis of Net Interest Income Sensitivity
(Dollars in thousands)
The estimated impact to our net interest income over a one year period is reflected in dollar terms
and percentage change. As an example, this table shows that if there had been an instantaneous
parallel shift in the yield curve of +100 basis points on March 31, 2009, net interest income would
increase by $10.0 million or 3.8% over a one-year period, as compared to a net interest income
increase of $5.2 million or 2.5% if there had been an instantaneous parallel shift of +100 basis
points at December 31, 2008.
Changes in the effect on net interest income at March 31, 2009, compared to December 31, 2008 are
due to the timing and nature of the re-pricing of rate sensitive assets to rate sensitive
liabilities within the one year time frame. As compared to the prior quarter, the interest rate
simulation reports increased net interest income sensitivity as evidenced by a greater percent
change in the net interest income and greater estimated dollar change per scenario. The estimated
dollar impact on net interest income is also impacted in each scenario due to increases in our
interest-earning asset and interest-bearing liability portfolios. During 2009 our net asset growth
was primarily in floating rate assets, funded by non interest bearing funds and liabilities with
longer repricing periods than those assets, which contributes to the increased sensitivity.
The preceding sensitivity analysis is based on numerous assumptions including: the nature and
timing of interest rate levels including the shape of the yield curve, prepayments on loans and
securities, changes in deposit levels, pricing decisions on loans and deposits,
reinvestment/replacement of asset and liability cash flows and others. While our assumptions are
developed based upon current economic and local market conditions, we cannot make any assurances as
to the predictive nature of these assumptions including how client preferences or competitor
influences might change.
We continue to monitor our gap and rate shock reports to detect changes to our exposure to
fluctuating rates. We have the ability to shorten or lengthen maturities on newly acquired assets,
purchase or sell investment securities, or seek funding sources with different maturities in order
to change our asset and liability structure for the purpose of mitigating the effect of interest
rate risk.
ITEM 4. CONTROLS AND PROCEDURES
At the end of the period covered by this report, (the “Evaluation Date”), the Company carried out
an evaluation, under the supervision and with the participation of the Company’s management,
including the Company’s President and Chief Executive Officer and its Chief Financial Officer, of
the effectiveness of the design and operation of our disclosure controls and procedures pursuant to
Rules 13a-15(e) and 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”). Based on
and as of the date of that evaluation, the President and Chief Executive Officer and Chief
Financial Officer concluded that
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as of the Evaluation Date, the Company’s disclosure controls and
procedures are effective, in all material respects, to ensure that information required to be
disclosed by the Company in reports that it files or submits under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified in Securities and
Exchange Commission rules and forms. There were no changes in the Company’s internal control over
financial reporting during the most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may be party to various legal proceedings arising in the normal course of our
business. Since we act as a depository of funds, we may be named from time to time as a defendant
in various lawsuits (such as garnishment proceedings) involving claims to the ownership of funds in
particular accounts. Neither PrivateBancorp, Inc. nor any of our subsidiaries is currently a party
in any such proceedings, or any other pending legal proceedings, that we believe will have a
material adverse effect on our business, results of operations, financial condition or cash flows.
ITEM 1A. RISK FACTORS
The material risks and uncertainties that we believe affect our business are described below.
Before making an investment decision with respect to any of our securities, you should carefully
consider the risks and uncertainties as described below together with all of the information
included herein. The risks and uncertainties described below are not the only risks and
uncertainties we face. Additional risks and uncertainties not presently known or that are currently
deemed immaterial also may have a material adverse effect on our results of operations and
financial condition. If any of the following risks actually occur, our results of operations and
financial condition could suffer, possibly materially. In that event, the trading price of our
common stock or other securities could decline. The risks discussed below also include
forward-looking statements, and actual results may differ substantially from those discussed or
implied in these forward-looking statements.
Risks Related to Our Business
We may not be able to implement aspects of our Strategic Growth Plan.
In the fourth quarter of 2007, we announced the implementation of our Plan, which included the
hiring of our new President and CEO, Larry D. Richman, in November 2007, as well as the hiring of a
significant number of senior commercial bankers and other employees, in late 2007 and through 2008,
which significantly expanded the size and scope of the Company, particularly in our Chicago
offices. Our growth strategy contemplates continued substantial organic growth, including the
further expansion of our business and operations. We may also continue the hiring of additional
personnel, although at a slower pace than during 2008, as we look to add new and enhanced product
lines and services and possibly establish additional banking offices in our existing or in new
metropolitan markets in the United States. Implementing our growth strategy depends in part on our
ability to successfully identify and capture new business, clients, market share and potential
acquisition opportunities in both our existing and new markets. To successfully grow our business,
we must also be able to correctly identify and capture profitable client relationships and generate
enough additional revenue to offset the compensation and other operating costs associated with the
expansion in the size and scope of the Company. Moreover, as we open new offices we must be able
to attract the necessary relationships to make these new offices cost-effective.
It is also likely that the costs associated with continued future expansion, including
compensation-related expenses, will continue to have an adverse effect on our earnings per share
while we continue to implement our growth strategy. To the extent we hire new banking officers or
open new banking or business development offices, our level of reported net income, return on
average equity and return on average assets will be affected by overhead expenses associated with
such hiring and operation, or start-up costs, and the related profitability will also depend on the
time lag associated with new banking relationships, originating loans, and building core deposits,
as well as the increase in our allowance for loan losses that typically occurs as we grow our loan
portfolio. We are likely to experience the effects of higher expenses relative to operating income
from any new operation and the expansion of our employee base. These expenses may be higher than
we expected, and it may take longer than expected for new hires and new offices to reach
profitability, if at all. In addition, we cannot be sure that we will be able to identify suitable
opportunities for further growth and expansion, or that if we do, that we will be able to
successfully integrate these new operations into our business. If we are unable to effectively
implement our growth strategies, our business may be adversely affected.
Our growth and expansion may strain our ability to manage our operations and our financial
resources, and we are subject to risks inherent in rapid growth.
Our financial performance and profitability depend on our ability to continue to execute our Plan.
Our expected continued growth, however, may present operating and other challenges that could
adversely affect our business, financial condition, results of operations and cash flows.
Our growth will place a strain on our infrastructure, including administrative, operational and
financial resources, and increased demands on our systems and controls. Accordingly, our growth
will require continued enhancements to, and expansion of, our operating and financial systems and
controls and may strain or significantly challenge them. The process of integrating our new
personnel, as well as consolidating the businesses and implementing the strategic integration of
any acquired or newly-established banking offices and businesses with our existing business, may
take a significant amount of time. It may also place additional strain on our existing personnel
and resources and require us to incur substantial expenses.
We have rapidly grown in size since the inception of our Plan, and we may not be able to manage our
growth, effectively integrate any businesses that we acquire or establish , or effectively enhance
our infrastructure in order to be able to support our continued and anticipated growth. In order
to continue to grow, we will also need to hire additional qualified personnel, and we may not be
successful in attracting, integrating and retaining such personnel.
In addition, due to our rapid growth, a large portion of the loans in our loan portfolio were
originated recently. In general, because loans do not begin to show signs of credit deterioration
or default until they have been outstanding for some period of time, a portfolio of more mature
loans will usually behave more predictably than a newer portfolio such as ours. As a result, the
current level of delinquencies and defaults may not be representative of the
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level that will prevail when the portfolio becomes more seasoned, which may be higher than current
levels. If chargeoffs in future periods increase and/or we are required to increase our provision
for loan losses, our earnings and possibly our capital would be adversely affected.
Our owner-occupied commercial real estate, construction, and other commercial real estate
loans often involve loans with large principal amounts, and repayment of these loans may be
dependent on factors outside our control and the control of our borrowers, which may subject these
loans to a higher degree of credit risk.
At March 31, 2009, our owner-occupied commercial real estate, construction and other commercial
real estate loans totaled $872.7 million, $838.0 million and $2.3 billion, respectively, or 10%,
10% and 28%, respectively, of our total loan portfolio. The repayment of these loans generally is
dependent, in large part, on the successful operation of a business occupying the property, the
cost and time frame of constructing or improving a property, the availability of permanent
financing, or the successful sale or leasing of the property. These loans are often more adversely
affected by general conditions in the real estate markets or in the local economy where the
borrower’s business is located. In addition, the relatively long loan maturities of these loans,
the borrower’s inability to use funds generated by a project to service a loan until a project is
completed, and the more pronounced risk to interest rate movements and the real estate market that
these borrowers face while a project is being completed or seeking a buyer, make these loans more
vulnerable to risk of repayment. For example, many construction and commercial real estate loan
principal payments are not fully amortized over the loan period, but have balloon payments due at
maturity, and a borrower’s ability to make such balloon payment may depend on its ability to either
refinance the loan or complete a timely sale of the underlying property, which will likely be more
difficult in an environment of declining property values and/or increasing interest rates. In
addition, on a non-owner occupied commercial loan property, if the cash flow from a borrower’s
project is reduced due to leases not being obtained or renewed, that borrower’s ability to repay
the loan may be impaired. As such, if general economic conditions negatively impact these
businesses, our results of operations and financial condition may be adversely affected.
Our allowance for loan losses may be insufficient to absorb losses in our loan portfolio.
Lending money is a substantial part of our business. Every loan we make carries a certain risk of
non-payment. This risk is affected by, among other things:
We maintain an allowance for loan losses that we believe is sufficient to absorb credit losses
inherent in our loan portfolio. The allowance for loan losses represents our estimate of probable
losses in the portfolio at each balance sheet date. The allowance contains provisions for probable
losses that have been identified relating to specific borrowing relationships, as well as probable
losses inherent in the loan portfolio and credit undertakings that are not specifically identified.
As a percentage of total loans, the allowance was 1.50% at March 31, 2009. Over the past year, we
increased our allowance as a percentage of total loans based on management’s analysis of our credit
quality, including a significant increase in non-performing loans, and other factors. Our
regulators review the adequacy of our allowance and, through the examination process, have
authority to compel us to increase our allowance even if we believe it is adequate. We cannot
predict whether our regulators will compel us to increase our allowance. Although we believe our
loan loss allowance is adequate to absorb probable and reasonably estimable losses in our loan
portfolio, the allowance may not be adequate. If our actual loan losses exceed the amount that is
anticipated, our results of operations and financial condition could be materially adversely
affected.
2
We must be able to successfully integrate our new hires and maintain a cohesive culture in
order for our management team to be effective.
Since September 30, 2007, we have hired a substantial number of senior commercial banking officers
and other professionals as we have implemented our Plan. We must also be able to continue to
integrate these new hires and retain existing staff in order to successfully build a cohesive
management team to fully realize the goals of our Plan. The inability to manage the social and
cultural issues involved in this integration could adversely affect our ability to successfully
re-align and grow our business as anticipated, and could cause us to incur additional cost and
expense as a result of management’s time and focus being diverted toward resolving any such issues.
The loss of key managing directors may adversely affect our operations.
We are a relationship-driven organization. Our growth and development to date have resulted in
large part from the efforts of our managing directors who have primary contact with our clients and
are extremely important in maintaining personalized relationships with our client base, which is a
key aspect of our business strategy and in increasing our market presence. The loss of one or more
of these key employees could have a material adverse effect on our operations if remaining managing
directors are not successful in retaining client relationships of a departing managing director.
See also “Risk Factors—Our participation in the U.S. Treasury’s Capital Purchase Program (“CPP”)
subjects us to certain restrictions” below.
We have entered into employment contracts with Ralph B. Mandell, our Chairman, Larry D. Richman,
our President and Chief Executive Officer, and numerous executive officers and managing directors.
Despite these agreements, there can be no assurance that any of these individuals will decide to
remain employed by us or that our business will be protected by various covenants not to compete or
covenants not to solicit our clients that are contained in these agreements.
We may not be able to access sufficient and cost-effective sources of liquidity necessary to
fund our anticipated balance sheet growth.
We depend on access to a variety of funding sources, including deposits, to provide sufficient
liquidity to meet our commitments and business needs and to accommodate the transaction and cash
management needs of our clients, including funding our loan growth. Currently, our primary sources
of liquidity are our clients’ deposits, as well as brokered deposits, federal funds borrowings, the
Federal Reserve Bank Discount Window, Federal Home Loan Bank advances, proceeds from the sale of
investment securities, proceeds from the sale of additional equity or trust preferred securities
and subordinated debt, and amounts available under our credit facility (which consists of a $20
million revolving loan and a $120 million subordinated term loan).
Our Plan anticipates continued loan growth, especially in commercial loans. To the extent our
deposit growth is not commensurate with our loan growth, we may not be able to fund this growth, or
may need to access alternative, more expensive funding sources, including increasing our reliance
on brokered deposits. Addressing these funding needs will be even more challenging if the amount
of brokered deposits we utilize approaches our internal policy limits or if the Federal Home Loan
Bank, in response to current U.S. financial conditions, places more stringent requirements on a
financial institution’s ability to borrow funds. Likewise, the federal funds market, which is an
important short-term liquidity source for us, has experienced a high degree of volatility and
disruption since the second quarter of 2008. In the fourth quarter of 2008 and the first quarter
of 2009 we experienced a significant increase in client deposits that has allowed us to reduce our
reliance on wholesale funding sources for the time being. However, there can be no assurance that
this level of client deposit growth will continue or that we will be able to maintain the lower
reliance on wholesale deposits that we have experienced in the last two quarters. There is also no
way to determine with any degree of certainty the reasons for the significant growth in our client
deposits and hence whether these deposits are, in whole or in part, permanent or transitory. If
the returns in the equity markets improve or FDIC insurance coverage is reduced, some of our client
deposits could move to higher yielding investment alternatives, thus causing a reduction in our
client deposits and increased reliance on wholesale funding sources. If in the future additional
cost-effective funding is not available on terms satisfactory to us or at all, we may need to
curtail our loan growth, which could adversely affect our results of operations and earnings.
3
Our holding company’s liquidity position is affected by the amount of cash and other liquid assets
on hand, payment of interest and dividends on debt and equity instruments issued by the holding
company, capital we inject into the Banks, redemption of debt issued by the holding company,
proceeds we raise through the issuance of debt and equity instruments through the holding company,
draws on existing credit facilities at the holding company level and dividends received from the
Banks. Our future liquidity position may be adversely affected if in the future one or a
combination of the following events occurs: the Banks report net losses or their earnings are weak
relative to our holding company’s cashflow needs, we deem it advisable or are required by the Board
of Governors of the Federal Reserve System (the “Federal Reserve”) to use cash at the holding
company to support loan growth of the Banks through downstream capital injections, or we have
difficulty raising cash at the holding company level through the issuance of debt or equity
instruments or accessing additional sources of credit. If we foresee that the holding company will
lack liquidity, we may manage this risk by reducing the amount of capital we inject into the Banks,
thus causing our loan growth to slow. This, in turn, could adversely affect our results of
operations and earnings.
We may not be able to raise additional capital necessary to fund our growth and remain
well-capitalized.
Our ability to raise additional capital to support our growth and meet minimum regulatory capital
requirements at the holding company and at each of our bank subsidiaries is dependent on us being
able to efficiently and cost-effectively access the capital markets. Accordingly, we must continue
to be able to issue additional equity securities, trust preferred securities and/or debt when and
in the amounts we deem necessary, and there must be ready purchasers of our securities willing to
invest in us. However, events or circumstances in the capital markets generally that are beyond
our control may adversely affect our capital costs, our ability to raise capital at any given time
and the dilution consequences of any common equity raise we may undertake. For instance, the
capital and credit markets continue to experience high levels of volatility and disruption. In
certain cases, especially in the case of stocks of financial institutions, the markets have
produced significant downward pressure on stock prices and credit capacity for certain issuers
without regard to those issuers’ underlying financial strength or condition. If the recent market
disruptions and volatility continue or worsen, we may experience an adverse effect on our business,
including dilution of earnings per share and restrictions on our ability to access capital. Our
inability to raise additional capital on terms satisfactory to us or at all may affect our ability
to grow and would adversely affect our financial condition, results of operations and our
compliance with regulatory capital ratios and those of our subsidiary banks.
We are subject to restrictive financial covenants under our debt arrangements that may limit
our operational flexibility and opportunities for growth.
We have a senior credit facility consisting of a $20 million revolving credit line. At March 31,
2009, no amounts were drawn on this facility; however, we expect to draw on it from time to time as
liquidity needs arise. Our senior credit facility contains certain restrictive covenants,
including covenants that require us to maintain specified financial ratios and satisfy financial
condition tests. Our requirement to comply with these ratios, tests and covenants may restrict or
prohibit our ability to take actions that could benefit us and our stockholders, and could restrict
our growth. Additionally, these ratios, tests and covenants could place us at a competitive
disadvantage to our competitors who may not be subject to similar restrictions and may increase our
vulnerability to sustained economic downturns and changing market conditions.
In the event we fail to comply with our restrictive debt covenants under our senior credit
facility, we may not be able to obtain the necessary amendments or waivers, and our lenders could
accelerate the payment of all outstanding amounts due under those arrangements.
Our ability to meet the financial ratios and tests contained in our senior credit facility and
otherwise comply with our covenants may be affected by various events, including those that may be
beyond our control. In addition to financial covenants pertaining to our consolidated net worth
and capital ratios, our financial covenants require that, as of the end of each fiscal quarter:
4
As of March 31, 2009, our Loan Loss Reserve Coverage Ratio, NPA/Total Loans Ratio and Double
Leverage Ratio was 66.29%, 2.26% and 1.18 to 1.00, respectively. We may not be able to continue to
meet these and other ratios, tests and covenants, and under the terms of our senior credit facility
prior to its February 2009 amendment, we were not in compliance with our Loan Loss Reserve Coverage
Ratio, NPA/Total Loans Ratio and Double Leverage Ratio at December 31, 2008. If we were to breach
of any of these covenants, ratios, tests or restrictions, as applicable, in the future, it could
result in an event of default, which would allow our lenders to declare all amounts outstanding to
be immediately due and payable. If the lenders accelerate the payment of our indebtedness, we may
not be able to repay in full the amounts then outstanding. Further, as a result of any breach and
during any cure period or negotiations to resolve a breach or expected breach, our lenders may
refuse to make further loans to us, which could affect our liquidity and results of operations.
In the event we breach a covenant in the future or we expect that a breach may occur, we would seek
to obtain a waiver from our lenders or an amendment to our facility; however, we may not be
successful in obtaining necessary waivers or amending our facility . Even if we are successful in
obtaining waivers or entering into any such amendments, we could incur substantial costs in doing
so, our borrowing costs could increase, and we may be subject to more restrictive covenants than
the covenants under our existing facility. Any of the foregoing events could have a material
adverse impact on our business and results of operations, and there can be no assurance that we
would be able to obtain the necessary waivers or amendments on commercially reasonable terms, or at
all.
We rely on the services of third parties to provide services that are integral to our
operations.
We rely on third-party service providers to support our operations. In particular, in our wealth
management business, we have not, in the past, provided investment management services directly
through our own personnel. Rather, we have relied, and continue to rely, upon selected outside
investment managers to provide investment advice and asset management services to our clients. We
cannot be sure that we will be able to maintain these arrangements on favorable terms. Also, many
of the investment managers with whom we work are affiliated with our competitors in the financial
services field. We cannot be sure that our investment managers will continue to work with us in
these arrangements or that our clients will continue to utilize the services of these investment
managers through us, rather than directly from the investment management firms themselves. The
loss of any of these outside investment managers may affect our ability to provide our clients with
quality service or certain types of portfolio management without incurring the cost of replacing
them. We also are dependent on third-party service providers for data processing and other
information processing systems that support our day-to-day banking, investment, and trust
activities and on third-party providers of products and services on a private label basis that are
integral to our banking and wealth management relationships with our clients. Any disruption in
the services provided by these third parties, or any reputational risk or damage they may suffer as
a result of such disruptions, could have an adverse effect on our reputation, operations and our
ability to meet our clients’ needs.
Our information systems may experience an interruption or breach in security.
We rely heavily on communications and information systems to conduct our business. Any failure,
interruption, or breach in security of these systems could result in failures or disruptions in our
customer relationship management, general ledger, deposit, loan, or other systems. We have
policies and procedures expressly designed to prevent or limit the effect of a failure,
interruption, or security breach of our systems. However, there can be no assurance that any such
failures, interruptions, or security breaches will not occur or, if they do occur, that the impact
will not be substantial, including damage to our reputation, a loss of customer business,
additional regulatory scrutiny, or exposure to civil litigation and possible financial liability,
any of which could have an adverse effect on our financial condition and results of operations.
5
Our accounting policies and methods are critical to how we report our financial condition and
results of operations. They require management to make estimates about matters that are uncertain.
Accounting policies and methods are fundamental to how we record and report our financial condition
and results of operations. Management must exercise judgment in selecting and applying many of
these accounting policies and methods so they comply with generally accepted accounting principles
and fairly present our financial condition and results of operations.
Management has identified certain accounting policies as being critical because they require
management’s judgment to ascertain the valuations of assets, liabilities, commitments and
contingencies. A variety of factors could affect the ultimate value that is obtained either when
earning income, recognizing an expense, recovering an asset, or reducing a liability. We have
established detailed policies and control procedures that are intended to ensure these critical
accounting estimates and judgments are well controlled and applied consistently. In addition, the
policies and procedures are intended to ensure that the process for changing methodologies occurs
in an appropriate manner. Because of the uncertainty surrounding our judgments and the estimates
pertaining to these matters, we cannot guarantee that we will not be required to adjust accounting
policies or restate prior period financial statements.
At December 31, 2008, we had $68.6 million of deferred tax assets. In assessing whether a
valuation allowance against these deferred tax assets was needed at December 31, 2008, we
considered a number of positive factors. These included the expectation of reversing taxable
temporary differences in future periods, including the unrealized gain in our securities portfolio,
and our expectation of generating a significant amount of taxable income over a relatively short
time period. We also considered the negative evidence associated with generating a cumulative
pre-tax loss for financial statement purposes, using a trailing three-year period for purposes of
this cumulative assessment.
Although we believe we will have positive earnings in the near-term, it is also highly likely that
in 2009 and into 2010, we will continue to be in a cumulative pre-tax loss for financial statement
purposes, using a trailing three-year timeframe. This will continue to be negative evidence in the
assessment of whether a deferred tax asset valuation allowance is needed. Our conclusion that it
is more likely than not that our deferred tax asset will be realized is dependent on a number of
factors, including our near-term earnings and taxable income projections. To the extent these or
certain other assumptions change materially, we may need to establish a valuation allowance against
all or part of the deferred tax asset, which would adversely affect our results of operations and
capital levels and ratios.
In addition, even if we continue to conclude that a valuation allowance is not needed for GAAP, we
could be required to disallow all or a portion of the net deferred tax asset for bank regulatory
purposes. The assessment of whether the net deferred tax asset is disallowed, in whole or in part,
for regulatory purposes is based on regulatory guidelines, which in some cases, are more
restrictive than those of GAAP. Although a disallowed deferred tax asset for regulatory purposes
would not impact our results of operations, it would reduce our regulatory capital ratios.
Goodwill is an intangible asset and is subject to periodic impairment analysis. Certain facts or
circumstances may indicate impairment that may lead us to recording an expense to write down this
asset.
We had $95.0 million in goodwill recorded on our consolidated balance sheet at December 31, 2008.
Goodwill represents the excess of purchase price over the fair value of net assets acquired using
the purchase method of accounting. Our goodwill was created as a result of several acquisitions we
completed in prior years. Goodwill is tested at least annually for impairment or more often if
events or circumstances indicate there may be impairment. If our stock price falls below our book
value per share, this may signal a possible impairment of goodwill and we may need to undertake an
impairment analysis before the end of 2009. Our impairment determination would rely on, among
other factors, a discounted cash flow analysis based on internal financial forecasts. If the
discounted cash flow analysis led us to a conclusion that the fair value was below its book value,
it is more likely than not that we would incur an impairment charge for some or all of our
goodwill.
6
PrivateBancorp relies on dividends from its subsidiaries for most of its revenues.
PrivateBancorp is a separate and distinct legal entity from its subsidiaries. It receives
substantially all of its revenue from dividends from its subsidiaries. These dividends are the
principal source of funds to pay dividends on its common stock and preferred stock issued to the
U.S. Treasury under the CPP and interest and principal on its debt. Various federal and state laws
and regulations limit the amount of dividends that the Banks and certain non-bank subsidiaries may
pay to the holding company. In the event the Banks are unable to pay dividends to PrivateBancorp,
it may not be able to service its debt, pay obligations or pay dividends on its common stock and
preferred stock issued under the CPP. The inability to receive dividends from the Banks could have
a material adverse effect on our business, financial condition and results of operations.
Any future sales of our shares of common or preferred stock will dilute your ownership
interest in us, and may adversely affect the market price of our common stock.
We expect that we will need to raise additional capital to support our growth and, if warranted, to
meet minimum regulatory capital requirements. The market price of our common stock could decline
as a result of sales of a large number of shares of our common stock or preferred stock (or the
perception that such sales could occur), including any securities that are convertible into or
exchangeable for, or that represent the right to receive, common stock. The issuance of additional
common stock will further dilute the ownership interest of our existing common stockholders.
Risks Related to Our Operating Environment
Continued tightening of the credit markets and instability in the financial markets could
adversely affect our industry, business and results of operations.
Reflecting concern about the stability of the financial markets generally and the strength of
counterparties, many lenders and institutional investors have reduced, and in some cases, ceased to
provide funding to borrowers including other financial institutions. This has resulted in less
available credit, a lack of confidence in the financial sector, increased volatility in the
financial markets and reduced business activity. A sustained period of instability in the
financial markets and tight credit markets would materially and adversely affect our business,
financial condition and results of operations. In this respect, and although the U.S. Treasury and
the FDIC, among other agencies, have implemented programs to stabilize the United States economy,
the effectiveness of these measures remains uncertain.
Weak economic conditions could have a material adverse effect on our financial condition and
results of operations.
The U.S. economy has been in a prolonged and deep recession for the past several calendar quarters,
thus the strength of the U.S. economy and the local economies in each of the markets where our
banking offices are located has declined. A sustained period of negative economic growth or
further deterioration in the national or local business or economic conditions could result in,
among other things, a further deterioration of credit quality or a reduced demand for credit,
including a resultant effect on our loan portfolio and allowance for loan losses. These factors
could result in higher delinquencies and additional charge-offs in future periods especially given
our exposure to commercial real estate lending, which would materially adversely affect our
financial condition and results of operations. Continued, sustained weakness in business and
economic conditions generally or in our markets specifically could have one or more of the
following adverse impacts on our business:
7
An increase in the number of delinquencies, bankruptcies or defaults could result in a higher level
of nonperforming assets, net charge-offs, provision for loan losses, and valuation adjustments on
loans held for sale, which would materially adversely affect our financial condition and results of
operations.
We may be adversely affected by interest rate changes.
Our operating results are largely dependent on our net interest income. Fluctuations in interest
rates may significantly affect our net interest income, which is the difference between the
interest income earned on earning assets, usually loans and investment securities, and the interest
expense paid on deposits and borrowings. The interest rate environment over the last year has
continued to compress our net interest margin. Over the long term, we expect our net interest
margin to benefit during a rising rate environment and alternatively, if market rates continue to
decrease, we expect our net interest margin to continue to decrease. We are unable to predict
fluctuations in interest rates, which are affected by factors including: monetary policy of the
Federal Reserve, inflation or deflation, recession, unemployment rates, money supply, domestic and
foreign events, and instability in domestic and foreign financial markets.
Our investment portfolio also contains interest rate sensitive instruments that may be adversely
affected by changes in interest rates or spreads caused by governmental monetary policies, domestic
and international economic and political conditions, issuer or insurer credit deterioration and
other factors beyond our control. A rise in interest rates or spread widening would reduce the net
unrealized gains currently reflected in our investment portfolio, partially offset by our ability
to earn higher rates of return on funds reinvested. Conversely, a decline in interest rates or
spread compression would increase the net unrealized gains currently reflected in our investment
portfolio, offset by lower rates of return on funds reinvested.
As a continuing part of our financial strategy, we attempt to manage the effect of fluctuations in
market interest rates on our net interest income. This effort includes our asset/liability
management policy, which sets guidelines for exposure to interest rate fluctuations, liquidity,
loan limits as a percentage of funding sources, exposure to correspondent banks and brokers, and
reliance on non-core deposits. Nonetheless, our asset/liability policy may not be able to prevent
changes in interest rates from having a material adverse effect on our results of operations and
financial condition.
Various factors could depress the price of and affect trading activity in our common stock.
The price of our common stock can fluctuate significantly in response to a variety of factors,
including, but not limited to:
8
Fluctuations in our stock price may make it more difficult for you to sell your shares of our
common stock at an attractive price.
Risks Related to the Financial Services Industry
Our participation in the U.S. Treasury’s Capital Purchase Program subjects us to certain
restrictions.
On January 30, 2009, we issued approximately $243.8 million of our senior preferred stock and
warrants to purchase 1,290,026 shares of common stock at an exercise price of $28.35 per share to
the U.S. Treasury under its Capital Purchase Program, or CPP. Based on our participation in the
CPP, we agreed to comply with its terms and conditions, which subjects us to certain restrictions,
oversight and costs. For example, we may not without the consent of the U.S. Treasury increase our
dividend above a rate of $0.075 per quarter or, subject to certain exceptions, engage in
repurchases of our common stock or trust preferred securities for three years or, if earlier, the
date on which all preferred stock issued to the U.S. Treasury has been redeemed or transferred by
the U.S. Treasury. Our participation in the CPP also subjects us to additional executive
compensation restrictions, which may adversely affect our ability to attract and retain
highly-qualified senior executive officers. Additional executive compensation and corporate
governance restrictions were also enacted on February 17, 2009 as part of The American Recovery and
Reinvestment Act of 2009. These additional restrictions, which affect all banks participating in
the CPP, may further negatively impact our ability to attract and retain senior executive officers.
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