Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
_______________________
Date of
Report
(Date of
earliest
|
|
event
reported):
|
February 1,
2010
|
TierOne
Corporation
(Exact
name of registrant as specified in its charter)
|
Wisconsin
|
000-50015
|
04-3638672
|
|
(State
or other
jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
1235 “N” Street, Lincoln,
Nebraska 68508
(Address
of principal executive offices, including zip code)
(402) 475-0521
(Registrant’s
telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
_______________________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Item
2.06.
|
Material
Impairments.
|
TierOne
Corporation ("Company") is the holding company for TierOne Bank
("Bank"). On a quarterly basis, the Bank is required to file a Thrift
Financial Report ("TFR") with the Office of Thrift Supervision
("OTS"). The OTS is the Bank's primary federal
banking regulator. The TFR requires the Bank to report various
information, including financial statement and supplemental data, regarding the
Bank's performance and financial condition for and as of the quarter covered by
the TFR.
On
February 1, 2010, the Bank filed its TFR for the quarter ended December 31,
2009. The TFR reflected a loan loss provision and a loss provision
for other real estate owned of approximately $39.9 million and $10.4 million,
respectively, for the three months ended December 31, 2009. The loss
provisions for the fourth quarter reflect (i) the receipt of recent, updated
appraisals which show continued deterioration of property values in selected
markets; (ii) steps undertaken by management to dispose of the Bank’s problem
assets; and (iii) management's response to continued deterioration in the
Bank's loan portfolio resulting from ongoing economic challenges generally and,
in particular, challenges in the real estate market.
Also
reflected in the TFR was a $26.9 million anual tax benefit
recorded during the three months ended December 31, 2009. This
tax benefit was primarily the result of passage of The Worker, Homeownership and
Business Assistance Act of 2009, which was passed into law in the fall of 2009,
which contains a provision permitting companies to carryback 2008 or 2009 losses
for five years and to obtain a refund of taxes previously paid.
The Bank
is subject to a supervisory agreement that it entered into with the OTS on
January 15, 2009. Among other things, the supervisory agreement
requires the Bank to maintain enhanced minimum capital requirements in excess of
those required of an institution deemed to be "well capitalized" by the
OTS. As a result of the net loss reported in the above-referenced
TFR, the Bank's minimum core capital ratio, as of December 31, 2009, was
approximately 3.28%, which is below the elevated ratio of 8.50% required by the
supervisory agreement (the regulatory core capital ratio normally required to be
deemed "well capitalized" is 5.00%). The Bank's total risk-based
capital ratio, as of December 31, 2009, was approximately 5.41%, which is below
the 11.00% required by the supervisory agreement (the regulatory total
risk-based capital ratio normally required to be deemed "well capitalized" is
10.00%).
Since
September 30, 2009, the Bank has been below both the enhanced capital
requirements set forth in the supervisory agreement as well as the ratios
normally required to be deemed "adequately capitalized" by the
OTS. As a result of being undercapitalized at September 30,
2009, the Bank was required to submit a capital restoration plan and is subject
to various additional restrictions imposed under the terms of the Prompt
Corrective Action regulations. Pursuant to these regulations, the
Bank submitted its capital restoration plan to the OTS within the required
timeframe. No assurance can be given that the OTS will approve the capital
restoration plan, or, if approved, that the Bank can achieve the plan to its
fullest implementation. It is possible that the OTS may take
additional actions as a result of the Bank’s capital status and the Company
cannot currently predict what impact it may experience as a result of the
actions that may be taken by the OTS.
As part
of the Bank’s efforts to increase its regulatory capital, as previously
disclosed the Company and the Bank entered into a definitive agreement, dated
September 3, 2009 (“Agreement”), to transfer deposits and sell selected
loans and other assets associated with 32 of the Bank’s branch offices to Great
Western Bank, a South Dakota-based subsidiary of National Australia Bank. The
increased capital expected to result from the consummation of the transactions
contemplated by the Agreement (which Agreement is subject to, among other
conditions, the receipt of regulatory approval), combined with a reduction in
risk-based assets due to the sale, is not expected to result in the Bank
increasing capital levels above those required to be in compliance with the
supervisory agreement. The Bank continues to explore other capital options to
restore compliance with the supervisory agreement. The closing of the
transactions contemplated by the Agreement are subject to customary
conditions precedent, including receipt of all required regulatory
approvals, several of which conditions are beyond the Company’s ability to
control. The Company and the Bank have applied for the requisite
regulatory approvals, but such approvals have not yet been
obtained. The Bank is currently seeking to consummate the
transactions contemplated by the Agreement in the first quarter of 2010 but
there are no assurances that such schedule will be achieved. The
Agreement contains a termination date of March 3, 2010, which date generally is
subject to an automatic 60-day extension if the only remaining condition
precedent to consummation is receipt of all the necessary regulatory
approvals.
As
previously reported, the Company is in the process of preparing an amended Form
10-Q for the quarter ended June 30, 2009. The amended Form 10-Q
will include restated financial statements as of and for the three-month and
six-month periods ended June 30, 2009. The restated financial
statements are required because the OTS directed the Bank to establish
additional loan loss provisions for the 2009 second quarter subsequent to the
filing of the Form 10-Q for such period. The Company intends to file
the amended Form 10-Q as soon as practicable after management has completed its
reassessment of the Bank’s loan portfolio. The Company is also
assessing the effect of the restatement on its internal control over financial
reporting and its disclosure controls and procedures, and is evaluating whether
financial statements for other reporting periods require
restatement.
The delay
in the preparation of the amended second quarter Form 10-Q resulted in the
delay in filing of the Company’s Form 10-Q for the quarter ended
September 30, 2009, which filing was due on November 9, 2009 and has
not yet been filed. The Company is working diligently to file both
the amended second quarter Form 10-Q and the third quarter Form 10-Q as promptly
as possible.
* *
*
Statements contained in this report
which are not historical facts may be forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to risks and uncertainties which could
cause actual results to differ materially from those currently anticipated due
to a number of factors. Factors which could result in material
variations include, but are not limited to, issues that may arise relative to
loan loss provisions and charge-offs with respect to the Bank’s loan portfolio,
including actions stemming from the review of such portfolio and provisions by
regulators; actions taken by the regulators with respect to the Bank’s capital
position; any issues that could impact management’s judgment as to the adequacy
of loan loss reserves; any issues related to the restatement and preparation of
the Company’s financial statements for prior periods; changes in asset quality
and general economic conditions; events related to the supervisory agreement,
including compliance therewith, or actions by regulators related thereto or as a
result thereof; inability of the Bank and the Company to comply with other
provisions of the supervisory agreement; the effects of complying with, or the
failure to comply with, the restrictions imposed on the Bank under the Prompt
Corrective Action regulations; inability to achieve expected results pursuant to
the Company’s plan to address asset quality, restore long-term profitability and
increase capital; further deterioration in the Bank’s loan portfolio; and issues
associated with the closing of the transactions contemplated by the branch
purchase agreement with Great Western Bank, including, without limitation, the
possibility that regulatory approval will not be obtained on a timely basis or
at all. In addition, the Company set forth certain risks in its
reports filed with the Securities and Exchange Commission, including its Annual
Report on Form 10-K for the fiscal year ended December 31, 2008 and current
and periodic reports filed with the Securities and Exchange Commission
thereafter, which could cause actual results to differ from those
projected. These factors should be considered in evaluating the
forward-looking statements and undue reliance should not be placed on such
statements. The Company undertakes no obligation to update these
forward-looking statements to reflect events or circumstances that occur after
the date on which such statements were made.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
TIERONE
CORPORATION |
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
Date: February
5, 2010
|
By:
|
/s/ Michael
J. Falbo |
|
| |
|
Michael
J. Falbo |
|
| |
|
Chairman
of the Board and Chief Executive Officer |
|