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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly period ended June 30, 2002
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number 1-11515
COMMERCIAL FEDERAL CORPORATION
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Nebraska 47-0658852
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(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification Number)
13220 California Street, Omaha, Nebraska 68154
---------------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
(402) 554-9200
--------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- -------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO ____
---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title of Each Class Outstanding at August 9, 2002
- -------------------------------------- -----------------------------
Common Stock, Par Value $.01 Per Share 45,223,293
COMMERCIAL FEDERAL CORPORATION
FORM 10-Q
INDEX
- --------------------------------------------------------------------------------------------------------------------------
Part I. Financial Information Page Number
--------------------- -----------
Item 1. Condensed Financial Statements:
Consolidated Statement of Financial Condition as of
June 30,2002 and December 31, 2001 3
Consolidated Statement of Operations for the Three and Six
Months Ended June 30, 2002 and 2001 4-5
Consolidated Statement of Comprehensive Income for the
Three and Six Months Ended June 30, 2002 and 2001 6
Consolidated Statement of Cash Flows for the
Six Months Ended June 30,2002 and 2001 7-8
Notes to Consolidated Financial Statements 9-17
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 18-30
Item 3. Quantitative and Qualitative Disclosures About Market Risk 30
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Part II. Other Information
-----------------
Item 5. Other Information 31
Item 6. Exhibits and Reports on Form 8-K 31
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Signature Page 32
- --------------------------------------------------------------------------------------------------------------------------
2
COMMERCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
PART I. FINANCIAL INFORMATION
Item 1. CONDENSED FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) June 30, December 31,
ASSETS 2002 2001
- -----------------------------------------------------------------------------------------------------------------------
(Unaudited) (Audited)
Cash (including short-term investments of $133 and $590) $ 158,957 $ 206,765
Investment securities available for sale, at fair value 1,225,052 1,150,345
Mortgage-backed securities available for sale, at fair value 1,818,067 1,829,728
Loans and leases held for sale, net 395,096 368,123
Loans receivable, net of allowances of $103,722 and $102,359 8,225,674 8,035,302
Federal Home Loan Bank stock 264,095 253,946
Real estate, net 52,538 57,476
Premises and equipment, net 150,304 158,691
Bank owned life insurance 221,374 214,585
Other assets 475,927 435,174
Core value of deposits, net of accumulated amortization of $58,170 and $54,900 25,463 28,733
Goodwill 162,717 162,717
- -----------------------------------------------------------------------------------------------------------------------
Total Assets $ 13,175,264 $ 12,901,585
- -----------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
- -----------------------------------------------------------------------------------------------------------------------
Liabilities:
Deposits $ 6,243,333 $ 6,396,522
Advances from Federal Home Loan Bank 5,254,772 4,939,056
Other borrowings 612,581 520,213
Other liabilities 306,407 311,140
- -----------------------------------------------------------------------------------------------------------------------
Total Liabilities 12,417,093 12,166,931
- -----------------------------------------------------------------------------------------------------------------------
Commitments and Contingencies -- --
- -----------------------------------------------------------------------------------------------------------------------
Stockholders' Equity:
Preferred stock, $.01 par value; 10,000,000 shares authorized; none issued -- --
Common stock, $.01 par value; 120,000,000 shares authorized; 45,412,900 and
45,974,648 shares issued and outstanding 454 460
Additional paid-in capital 66,631 80,799
Retained earnings 752,969 705,160
Accumulated other comprehensive loss, net (61,883) (51,765)
- -----------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity 758,171 734,654
- -----------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $ 13,175,264 $ 12,901,585
- -----------------------------------------------------------------------------------------------------------------------
See accompanying Notes to Condensed Consolidated Financial Statements.
3
COMMERCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
- ----------------------------------------------------------------------------------------------------
(Dollars in Thousands Except Per Share Data) Three Months Ended Six Months Ended
June 30, June 30,
--------------------- ---------------------
2002 2001 2002 2001
- ----------------------------------------------------------------------------------------------------
Interest Income:
Loans receivable $ 150,037 $ 174,347 $ 302,076 $ 355,046
Mortgage-backed securities 23,806 26,876 50,664 53,118
Investment securities 19,328 19,640 38,447 36,777
- ----------------------------------------------------------------------------------------------------
Total interest income 193,171 220,863 391,187 444,941
Interest Expense:
Deposits 44,983 82,661 93,787 175,240
Advances from Federal Home Loan Bank 60,611 57,703 119,505 113,685
Other borrowings 6,911 5,218 12,646 8,906
- ----------------------------------------------------------------------------------------------------
Total interest expense 112,505 145,582 225,938 297,831
Net Interest Income 80,666 75,281 165,249 147,110
Provision for Loan Losses (5,540) (6,437) (12,129) (10,880)
- ----------------------------------------------------------------------------------------------------
Net Interest Income After Provision for Loan Losses 75,126 68,844 153,120 136,230
Other Income (Loss):
Retail fees and charges 13,913 13,647 26,321 25,710
Loan servicing fees, net 2,819 6,339 5,655 12,891
Mortgage servicing rights valuation adjustment (16,607) (172) (16,078) (5,656)
Gain (loss) on sales of securities and changes
in fair values of derivatives, net 13,583 (1,326) 8,740 7,299
Gain (loss) on sales of loans 3,538 250 6,977 (1,786)
Bank owned life insurance 3,694 3,676 7,295 7,300
Real estate operations (2,194) (1,222) (3,591) (1,737)
Other operating income 8,721 8,161 16,396 16,042
- ----------------------------------------------------------------------------------------------------
Total other income 27,467 29,353 51,715 60,063
Other Expense (Gain):
General and administrative expenses -
Compensation and benefits 28,351 25,206 56,846 51,711
Occupancy and equipment 9,270 9,197 18,596 19,039
Data processing 4,397 4,421 8,831 9,026
Advertising 4,330 2,579 7,245 5,095
Communication 3,173 3,361 6,229 6,656
Item processing 3,622 4,343 7,083 8,297
Outside services 2,983 3,262 5,965 6,510
Other operating expenses 5,775 7,666 12,330 13,590
Exit costs and termination benefits -- (3,952) -- (1,997)
- ----------------------------------------------------------------------------------------------------
Total general and administrative expenses 61,901 56,083 123,125 117,927
Amortization of core value of deposits 1,637 1,914 3,270 3,857
Amortization of goodwill -- 2,083 -- 4,203
- ----------------------------------------------------------------------------------------------------
Total other expense 63,538 60,080 126,395 125,987
- ----------------------------------------------------------------------------------------------------
Income Before Income Taxes 39,055 38,117 78,440 70,306
Provision for Income Taxes 11,522 11,767 22,924 21,722
- ----------------------------------------------------------------------------------------------------
Net Income $ 27,533 $ 26,350 $ 55,516 $ 48,584
- ----------------------------------------------------------------------------------------------------
4
COMMERCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS (Continued)
(Unaudited)
- --------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands Except Per Share Data) Three Months Ended Six Months Ended
June 30, June 30,
---------------------------------------------------------
2002 2001 2002 2001
- --------------------------------------------------------------------------------------------------------------------------
Weighted Average Number of Common Shares
Outstanding Used in Basic Earnings Per Share Calculation 45,342,680 51,171,838 45,349,173 51,833,736
Add Assumed Exercise of Outstanding Stock Options
as Adjustments for Dilutive Securities 869,716 433,945 712,376 435,541
- --------------------------------------------------------------------------------------------------------------------------
Weighted Average Number of Common Shares
Outstanding Used in Diluted Earnings Per Share Calculation 46,212,396 51,605,783 46,061,549 52,269,277
- --------------------------------------------------------------------------------------------------------------------------
Basic Earnings Per Common Share $ .61 $ .51 $ 1.22 $ .94
- --------------------------------------------------------------------------------------------------------------------------
Diluted Earnings Per Common Share $ .60 $ .51 $ 1.21 $ .93
- --------------------------------------------------------------------------------------------------------------------------
Dividends Declared Per Common Share $ .09 $ .08 $ .17 $ .15
- --------------------------------------------------------------------------------------------------------------------------
See accompanying Notes to Condensed Consolidated Financial Statements.
5
COMMERCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
- ------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) Three Months Ended Six Months Ended
June 30, June 30,
-----------------------------------------
2002 2001 2002 2001
- ------------------------------------------------------------------------------------------------------------------------
Net Income $ 27,533 $ 26,350 $ 55,516 $ 48,584
Other Comprehensive Income (Loss):
Unrealized holding gains (losses) on securities available for sale 67,107 (17,935) 37,213 7,300
Fair value adjustment on interest rate swap agreements (72,427) 34,484 (40,440) 2,387
Fair value change on interest only strips (1,475) 1,489 (1,618) 584
Reclassification of net losses (gains) included
in net income pertaining to:
Securities sold (11,698) (1,633) (8,549) (9,724)
Amortization of fair value adjustments on interest rate swap agreements 508 508 1,017 1,017
- ------------------------------------------------------------------------------------------------------------------------
Other Comprehensive Income (Loss) Before Income Taxes (17,985) 16,913 (12,377) 1,564
Income Tax Provision (Benefit) (4,025) 5,761 (2,259) 3,643
- ------------------------------------------------------------------------------------------------------------------------
Other Comprehensive Income (Loss) (13,960) 11,152 (10,118) (2,079)
- ------------------------------------------------------------------------------------------------------------------------
Comprehensive Income $ 13,573 $ 37,502 $ 45,398 $ 46,505
- ------------------------------------------------------------------------------------------------------------------------
See accompanying Notes to Condensed Consolidated Financial Statements.
6
COMMERCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
- ------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) Six Months Ended
June 30,
-----------------
CASH FLOWS FROM OPERATING ACTIVITIES 2002 2001
- ------------------------------------------------------------------------------------------------------------
Net income $ 55,516 $ 48,584
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Amortization of core value of deposits 3,270 3,857
Amortization of goodwill - 4,203
Provision for losses on loans 12,129 10,880
Depreciation and amortization 9,090 9,587
Amortization (accretion) of deferred discounts and fees, net of premiums 7,967 (2,170)
Amortization of mortgage servicing rights 13,419 6,963
Valuation adjustment of mortgage servicing rights 16,078 5,656
(Gain) loss on sales of real estate and loans, net (7,640) 1,151
Gain on sales of securities and changes in fair values of derivatives, net (8,740) (7,299)
Proceeds from sales of loans 1,169,649 1,358,663
Origination of loans for resale (151,184) (345,757)
Purchases of loans for resale (1,202,784) (1,108,456)
Increase in bank owned life insurance, net (6,789) (6,894)
(Increase) decrease in interest receivable (533) 9,216
(Decrease) increase in interest payable and other liabilities (5,148) 20,688
Other items, net (136,878) (68,143)
---------- ----------
Total adjustments (288,094) (107,855)
---------- ----------
Net cash used by operating activities (232,578) (59,271)
- ------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
- ------------------------------------------------------------------------------------------------------------
Purchases of loans (246,787) (186,272)
Repayment of loans, net of originations 211,311 285,084
Proceeds from sales of mortgage-backed securities available for sale 18,147 102,131
Principal repayments of mortgage-backed securities available for sale 488,634 267,480
Purchases of mortgage-backed securities available for sale (461,982) (383,365)
Maturities and principal repayments of investment securities available for sale 21,414 92,312
Proceeds from sales of investment securities available for sale 733,395 367,141
Purchases of investment securities available for sale (802,596) (572,665)
Purchases of Federal Home Loan Bank stock (20,542) (26,150)
Proceeds from sales of Federal Home Loan Bank stock 10,393 66,634
Proceeds from sales of real estate 23,289 14,922
Payments to acquire real estate (2,082) (137)
Dispositions (purchases) of premises and equipment, net (703) 2,087
Other items, net (10,986) (23,013)
---------- ----------
Net cash (used) provided by investing activities (39,095) 6,189
- ------------------------------------------------------------------------------------------------------------
7
COMMERCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
(Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) Six Months Ended
June 30,
--------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------------
Decrease in deposits $ (153,189) $ (559,035)
Proceeds from Federal Home Loan Bank advances 471,975 552,000
Repayments of Federal Home Loan Bank advances (130,800) (41,025)
Proceeds from securities sold under agreements to repurchase 212,210 120,668
Repayments of securities sold under agreements to repurchase (12,573) (20,628)
Proceeds from issuance of other borrowings -- 66,246
Repayments of other borrowings (107,270) (13,625)
Purchases of swaption agreements (34,337) --
Payments of cash dividends on common stock (7,291) (7,348)
Repurchases of common stock (19,474) (62,292)
Issuance of common stock 4,614 2,503
Other items, net -- 48
------------ ------------
Net cash provided by financing activities 223,865 37,512
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CASH AND CASH EQUIVALENTS
- ------------------------------------------------------------------------------------------------------------------------------------
Decrease in net cash position (47,808) (15,570)
Balance, beginning of year 206,765 192,358
------------ ------------
Balance, end of period $ 158,957 $ 176,788
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
Cash paid (received) during the period for:
Interest expense $ 223,212 $ 304,926
Income taxes, net 30,813 (302)
Non-cash investing and financing activities:
Loans exchanged for mortgage-backed securities 28,989 32,975
Loans transferred to real estate 8,273 30,298
Loans to facilitate the sale of real estate -- 180
Common stock received in connection with employee stock option plan, net (111) (114)
- ------------------------------------------------------------------------------------------------------------------------------------
See accompanying Notes to Condensed Consolidated Financial Statements.
8
COMMERCIAL FEDERAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002
(Unaudited)
(Columnar Dollars in Footnotes are in Thousands Except Per Share Amounts)
- --------------------------------------------------------------------------------
A. BASIS OF CONSOLIDATION AND PRESENTATION:
The unaudited consolidated financial statements are prepared on an accrual basis
and include the accounts of Commercial Federal Corporation (the "Corporation"),
its wholly-owned subsidiary, Commercial Federal Bank, a Federal Savings Bank
(the "Bank"), and all majority-owned subsidiaries of the Corporation and Bank.
All significant intercompany balances and transactions have been eliminated.
Certain amounts in the prior year periods have been reclassified for comparative
purposes.
The accompanying interim consolidated financial statements have not been audited
by independent auditors. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary to fairly
present the financial statements have been included. The consolidated financial
statements should be read in conjunction with the audited financial statements
and notes thereto included in the Corporation's Annual Report on Form 10-K for
the year ended December 31, 2001. The results of operations for the three and
six months ended June 30, 2002, are not necessarily indicative of the results
which may be expected for the entire calendar year 2002.
B. IMPLEMENTATION OF SFAS NO. 142 "GOODWILL AND OTHER INTANGIBLE ASSETS:"
Effective January 1, 2002, the Corporation adopted the provisions of Statement
of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets"
("SFAS No. 142") which superceded APB Opinion No. 17 "Intangible Assets." The
provisions of SFAS No. 142 require a change in accounting for goodwill such that
upon initial adoption, amortization of goodwill ceases, and that goodwill be
evaluated for impairment as of January 1, 2002, at the operating segment unit
level. Identifiable intangible assets continue to be amortized over their useful
lives and reviewed for impairment under SFAS No. 142. Beginning January 1, 2002,
goodwill totaling $162,717,000 is no longer amortized to expense. Instead,
goodwill will be evaluated at least annually for impairment or more frequently
if events or changes in circumstances indicate that the asset might be impaired.
In 2002, the Corporation contracted with an independent appraisal company to
determine the fair value of the Corporation's reporting units. During the
quarter ended June 30, 2002, the Corporation completed its transitional
impairment test on its goodwill as of January 1, 2002, as required by SFAS No.
142. The fair value of each of the Corporation's reporting units exceeded their
carrying value so allocated goodwill of each reporting unit is not impaired.
Therefore, no impairment loss was recognized as a result of this test.
The following table sets forth the total carrying amount of goodwill by
operating segment as of and for the six months ended June 30, 2002:
- --------------------------------------------------------------------------------
Transitional
Balance Impairment Balance
Segment January 1, 2002 Losses June 30, 2002
- --------------------------------------------------------------------------------
Commercial $ 93,553 $ -- $ 93,553
Mortgage 3,488 -- 3,488
Retail 45,249 -- 45,249
Treasury 20,427 -- 20,427
- --------------------------------------------------------------------------------
Total $ 162,717 $ -- $ 162,717
- --------------------------------------------------------------------------------
No changes impacted the allocation of goodwill by operating segment for the
three and six months ended June 30, 2002.
Core value of deposits is the only intangible asset of the Corporation subject
to amortization effective January 1, 2002. The following table sets forth the
actual amortization expense for core value of deposits for the first six months
of 2002 and the estimated amortization expense for the last six months of 2002
and thereafter:
- --------------------------------------------------------------------------------
Amortization
Expense
- --------------------------------------------------------------------------------
Six months ended June 30, 2002 $ 3,270
Six months ended December 31, 2002 3,098
--------------
For the year ended December 31, 2002 6,368
For the years ended December 31:
2003 5,533
2004 4,402
2005 3,875
2006 3,233
2007 2,719
2008 2,603
- --------------------------------------------------------------------------------
Total $ 28,733
- --------------------------------------------------------------------------------
9
B. IMPLEMENTATION OF SFAS NO. 142 "GOODWILL AND OTHER INTANGIBLE ASSETS"
(Continued):
The following table reflects consolidated results adjusted as though the
adoption of SFAS No. 142 was as of the beginning of calendar year 2001:
- ---------------------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
- ---------------------------------------------------------------------------------------------------------------------------
2002 2001 2002 2001
- ---------------------------------------------------------------------------------------------------------------------------
Reported net income $ 27,533 $ 26,350 $ 55,516 $ 48,584
Amortization of goodwill (net of income tax benefits
of $34 and $67 for the respective 2001 periods) - 2,049 - 4,136
- ---------------------------------------------------------------------------------------------------------------------------
Adjusted net income $ 27,533 $ 28,399 $ 55,516 $ 52,720
- ---------------------------------------------------------------------------------------------------------------------------
Basic earnings per common share:
Reported net income $ .61 $ .51 $ 1.22 $ .94
Amortization of goodwill, net of taxes - .04 - .08
- ---------------------------------------------------------------------------------------------------------------------------
Adjusted net income per basic share $ .61 $ .55 $ 1.22 $ 1.02
- ---------------------------------------------------------------------------------------------------------------------------
Diluted earnings per common share:
Reported net income $ .60 $ .51 $ 1.21 $ .93
Amortization of goodwill, net of taxes - .04 - .08
- ---------------------------------------------------------------------------------------------------------------------------
Adjusted net income per diluted share $ .60 $ .55 $ 1.21 $ 1.01
- ---------------------------------------------------------------------------------------------------------------------------
10
C. MORTGAGE BANKING ACTIVITIES:
The Corporation's mortgage banking subsidiary services real estate loans for
investors that are not included in the accompanying consolidated financial
statements. Mortgage servicing rights are established based on the cost of
acquiring the right to service mortgage loans or the allocated fair value of
servicing rights retained on originated loans sold.
Mortgage servicing rights are included in the Consolidated Statement of
Financial Condition under the caption "Other Assets." The carrying value of
mortgage servicing rights includes the fair value of related interest rate
floor agreements totaling $4,748,000 and $2,612,000, respectively, at June 30,
2002 and 2001. The activity of mortgage servicing rights is summarized as
follows for the following periods:
-------------------------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30
-------------------------------------------------------------------
2002 2001 2002 2001
-------------------------------------------------------------------------------------------------------------------------------
Beginning balance $ 119,313 $ 112,121 $ 117,217 $ 111,110
Mortgage servicing rights retained through loan sales 9,560 11,724 19,174 18,352
Amortization expense (6,751) (3,575) (13,419) (6,963)
Other items, net (principally hedge activity) 3,056 (2,451) 1,677 804
-------------------------------------------------------------------------------------------------------------------------------
125,178 117,819 124,649 123,303
Valuation adjustments (16,607) (172) (16,078) (5,656)
-------------------------------------------------------------------------------------------------------------------------------
Ending balance $ 108,571 $ 117,647 $ 108,571 $ 117,647
-------------------------------------------------------------------------------------------------------------------------------
The activity of the valuation allowances on mortgage servicing rights is
summarized as follows for the following periods:
-------------------------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30
-------------------------------------------------------------------
2002 2001 2002 2001
-------------------------------------------------------------------------------------------------------------------------------
Beginning balance $ 19,112 $ 6,067 $ 19,641 $ 583
Amounts charged (credited) to operations 16,607 172 16,078 5,656
-------------------------------------------------------------------------------------------------------------------------------
Ending balance $ 35,719 $ 6,239 $ 35,719 $ 6,239
-------------------------------------------------------------------------------------------------------------------------------
The fair value of the Corporation's mortgage servicing rights totaled
approximately $104,501,000 at June 30, 2002, compared to $130,341,000 at June
30, 2001.
The following compares the key assumptions used in measuring the fair values of
mortgage servicing rights at the periods presented:
- ------------------------------------------------------------------------------------------------------------------------------------
June 30, 2002 December 31, 2001
------------------------------------- ----------------------------------
Conventional Governmental Conventional Governmental
------------------ ------------------ ------------------ ---------------
Fair value $ 55,178 $ 49,323 $ 63,006 $ 57,187
Prepayment speed 6.1% - 69.7% 7.7% - 65.3% 7.1% - 63.2% 0% - 59.3%
Weighted average prepayment speed 21.1% 19.9% 16.1% 16.4%
Discount rate 9.5% - 11.6% 11.6% - 12.0% 9.6% - 13.2% 11.4% - 11.9%
- ------------------------------------------------------------------------------------------------------------------------------------
11
D. COMMITMENTS AND CONTINGENCIES:
At June 30, 2002, the Corporation's outstanding commitments, excluding
undisbursed portions of loans in process, were as follows:
- --------------------------------------------------------------------------------
Originate residential mortgage loans $ 137,634
Purchase residential mortgage loans 126,128
Originate commercial real estate loans 135,154
Originate consumer, commercial operating and agricultural loans 17,439
Unused lines of credit for commercial and consumer use 223,064
- --------------------------------------------------------------------------------
$ 639,419
- --------------------------------------------------------------------------------
Loan commitments, which are funded subject to certain limitations, extend over
various periods of time. Generally, unused loan commitments are cancelled upon
expiration of the commitment term as outlined in each individual contract. These
outstanding loan commitments to extend credit do not necessarily represent
future cash requirements since many of the commitments may expire without being
drawn upon. The Corporation evaluates each customer's credit worthiness on a
separate basis and requires collateral based on this evaluation. Collateral
consists mainly of residential family units and personal property.
At June 30, 2002, the Corporation had approximately $348,800,000 in mandatory
forward delivery commitments to sell residential mortgage loans. At June 30,
2002, loans sold subject to recourse provisions totaled approximately $5,244,000
which represents the total potential credit risk associated with these
particular loans. Any credit risk, however, would be offset by the value of the
single-family residential properties that collateralize these loans.
The Corporation is subject to a number of lawsuits and claims for various
amounts which arise out of the normal course of its business. In the opinion of
management, the disposition of claims currently pending will not have a material
adverse effect on the Corporation's financial position or results of operations.
On September 12, 1994, the Bank and the Corporation commenced litigation
relating to supervisory goodwill against the United States in the United States
Court of Federal Claims seeking to recover monetary relief for the government's
refusal to honor certain contracts that it had entered into with the Bank. The
suit alleges that such governmental action constitutes a breach of contract and
an unlawful taking of property by the United States without just compensation or
due process in violation of the Constitution of the United States. The
Corporation and the Bank are pursuing alternative damage claims of up to
approximately $230,000,000. The Bank also assumed a lawsuit in the merger with
Mid Continent Bancshares, Inc. ("Mid Continent"), against the United States also
relating to a supervisory goodwill claim filed by the former Mid Continent. The
litigation status and process of these legal actions, as well as that of
numerous actions brought by others alleging similar claims with respect to
supervisory goodwill and regulatory capital credits, make the value of the
claims asserted by the Bank (including the Mid Continent claim) uncertain as to
their ultimate outcome, and contingent on a number of factors and future events
which are beyond the control of the Bank, both as to substance, timing and the
dollar amount of damages that may be awarded to the Bank and the Corporation if
they finally prevail in this litigation.
12
E. SEGMENT INFORMATION:
Effective January 1, 2002, the Corporation's operations were realigned into four
lines of business operations for management reporting purposes. These lines of
business units are Commercial Banking, Mortgage Banking, Retail Banking and
Treasury. Before this realignment, the Corporation identified and utilized two
lines of business: Community Banking and Mortgage Banking. The segment
information for the three and six months ended June 30, 2001, was restated to
reflect these changes. This realignment was made to allow management to make
more well-informed operating decisions, to focus resources to benefit both the
Corporation and its customers, and to assess performance and products on a
continuous basis.
The financial information presented does not necessarily represent the business
unit's results of operations or financial condition as if they were independent
companies. This information in the following tables is derived from management's
internal reporting system used to measure the performance of the segments and
the Corporation in total. This management reporting system and the results of
operations and financial condition by reported business unit are not in
accordance with accounting principles generally accepted in the United States.
The Commercial Banking segment involves the origination of commercial operating,
agricultural, commercial real estate, and small business loans, as well as
indirect lending and commercial and residential construction loans. Also
included in this segment is commercial demand and time deposits and cash
management products. The Commercial Banking services are offered through the
Bank's branch network and the Internet.
The Mortgage Banking segment involves the acquisition of correspondent and
brokered residential mortgage loans, the sale of these mortgage loans in the
secondary mortgage market and to the Treasury segment, the servicing of mortgage
loans, and the purchase and origination of rights to service mortgage loans.
Mortgage Banking operations are conducted through the Bank's branches, mortgage
loan offices and a nationwide correspondent network of mortgage loan
originators.
The Retail Banking segment involves a variety of traditional banking and
financial services including the origination of residential mortgage loans
through the Bank's branch network and the sale of these mortgage loans to the
Treasury and Mortgage Banking segments. These services include consumer
checking, savings and certificates of deposit accounts (regular and retirement);
consumer loans for home equity, autos, secured and unsecured purposes, as well
as credit cards; and all retail banking services including overdraft protection,
electronic and telephone bill-paying and cash advances. Also included in this
segment is insurance and securities brokerage services. The Retail Banking
services are offered through the Bank's branch network, automated teller
machines, customer support telephone centers and the Internet.
The Treasury segment is responsible for corporate asset and liability management
including the Corporation's single-family residential mortgage loan portfolio,
investment and mortgage-backed securities, wholesale deposits, advances from the
Federal Home Loan Bank ("FHLB") and all other borrowings. The Treasury segment
also manages the interest rate risk of the Corporation.
Net interest income is determined by the Corporation's internal funds transfer
pricing system which calculates each segment's net interest income contribution
based on the type, maturity or repricing characteristics of certain assets and
liabilities. The provision for loan losses by segment is based upon the current
and historical business cycle loss rates. Total other income consists of revenue
directly attributable to each segment, allocations based on segment ownership of
certain assets and liabilities, and bank owned life insurance allocated to
segments net of associated expenses and income taxes. Total other expense
consists of direct expenses attributable to each segment and indirect expenses
allocated by an activity-based costing system using full absorption. Income
taxes are calculated separately for each segment with the "Reclassification"
column used to reconcile net income by segment to the external reported
consolidated net income. In addition the "Reclassification" column includes the
net impact of transfer pricing loan and deposit balances, the reconciliation of
provision for loan losses and income taxes to external reported balances, and
any residual effects of unallocated systems and other support functions.
13
E. SEGMENT INFORMATION (Continued):
The contributions of the major business segments to the consolidated results for
the three and six months ended June 30, 2002 and 2001 are summarized in the
following tables:
- ---------------------------------------------------------------------------------------------------------------------------------
Commercial Mortgage Retail Consolidated
Banking Banking Banking Treasury Reclassification Total
- ---------------------------------------------------------------------------------------------------------------------------------
Three Months Ended June 30, 2002:
Net interest income $ 22,055 $ 7,861 $ 28,423 $ 22,327 $ - $ 80,666
Provision (credit) for loan losses 3,090 103 2,262 2,629 (2,544) 5,540
Total other income (loss) 1,256 8,796 27,305 (6,369) (3,521) 27,467
Total other expense (income) 8,832 8,157 47,326 (1,034) 257 63,538
------------ ----------- ------------ ------------ --------- -----------
Income (loss) before income taxes 11,389 8,397 6,140 14,363 (1,234) 39,055
Income tax provision (benefit) 3,890 3,014 2,204 3,648 (1,234) 11,522
------------ ----------- ------------ ------------ --------- -----------
Net income $ 7,499 $ 5,383 $ 3,936 $ 10,715 $ - $ 27,533
============ =========== ============ ============ ========= ===========
Total revenue $ 23,311 $ 16,657 $ 55,728 $ 15,958 $ (3,521) $ 108,133
Intersegment revenue - 2,218 3,298 646
Depreciation and amortization 133 212 4,215 35 - 4,595
Total assets 3,051,241 1,145,643 1,328,441 7,649,939 - 13,175,264
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
Three Months Ended June 30, 2001:
Net interest income $ 18,413 $ 3,893 $ 29,617 $ 23,358 $ - $ 75,281
Provision (credit) for loan losses 1,288 12 1,984 4,112 (959) 6,437
Total other income (loss) 1,842 10,373 28,802 (11,664) - 29,353
Total other expense (income) 8,263 7,467 46,535 (4,366) 2,181 60,080
------------ ----------- ------------ ------------ --------- -----------
Income (loss) before income taxes 10,704 6,787 9,900 11,948 (1,222) 38,117
Income tax provision (benefit) 3,993 2,518 3,673 2,805 (1,222) 11,767
------------ ----------- ------------ ------------ --------- -----------
Net income $ 6,711 $ 4,269 $ 6,227 $ 9,143 $ - $ 26,350
============ =========== ============ ============ ========= ===========
Total revenue $ 20,255 $ 14,266 $ 58,419 $ 11,694 $ - $ 104,634
Intersegment revenue - 2,850 4,442 165
Depreciation and amortization 64 136 4,505 55 - 4,760
Total assets 2,755,296 799,118 1,409,939 7,680,946 - 12,645,299
- -------------------------------------------------------------------------------------------------------------------------------
14
E. SEGMENT INFORMATION (Continued):
--------------------------------
- -------------------------------------------------------------------------------------------------------------------
Commercial Mortgage Retail Consolidated
Banking Banking Banking Treasury Reclassification Total
- -------------------------------------------------------------------------------------------------------------------
Six Months Ended June 30, 2002:
Net interest income $ 44,675 $ 13,688 $ 55,860 $ 51,026 $ - $ 165,249
Provision (credit) for loan losses 6,137 173 4,471 4,529 (3,181) 12,129
Total other income (loss) 2,508 18,108 54,563 (18,126) (5,338) 51,715
Total other expense (income) 17,269 16,385 93,604 (1,142) 279 126,395
---------- ---------- ---------- ---------- ------- -----------
Income (loss) before income taxes 23,777 15,238 12,348 29,513 (2,436) 78,440
Income tax provision (benefit) 8,139 5,470 4,433 7,318 (2,436) 22,924
---------- ---------- ---------- ---------- ------- -----------
Net income $ 15,638 $ 9,768 $ 7,915 $ 22,195 $ - $ 55,516
========== ========== ========== ========== ======= ===========
Total revenue $ 47,183 $ 31,796 $ 110,423 $ 32,900 $(5,338) $ 216,964
Intersegment revenue - 5,625 7,765 1,291
Depreciation and amortization 262 337 8,421 70 - 9,090
Total assets 3,051,241 1,145,643 1,328,441 7,649,939 - 13,175,264
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Six Months Ended June 30, 2001:
Net interest income $ 35,344 $ 6,092 $ 60,959 $ 44,715 $ - $ 147,110
Provision (credit) for loan losses 2,492 22 3,976 5,548 (1,158) 10,880
Total other income (loss) 4,109 17,367 53,612 (14,305) (720) 60,063
Total other expense (income) 17,563 15,214 95,015 (5,378) 3,573 125,987
---------- ---------- ---------- ---------- ------- -----------
Income (loss) before income taxes 19,398 8,223 15,580 30,240 (3,135) 70,306
Income tax provision (benefit) 7,154 3,050 5,780 8,873 (3,135) 21,722
---------- ---------- ---------- ---------- ------- -----------
Net income $ 12,244 $ 5,173 $ 9,800 $ 21,367 $ - $ 48,584
========== ========== ========== ========== ======= ===========
Total revenue $ 39,453 $ 23,459 $ 114,571 $ 30,410 $ (720) $ 207,173
Intersegment revenue - 5,194 6,879 330
Depreciation and amortization 131 269 9,097 90 - 9,587
Total assets 2,755,296 799,118 1,409,939 7,680,946 - 12,645,299
- ------------------------------------------------------------------------------------------------------------------
15
F. REGULATORY CAPITAL:
The Bank is subject to various regulatory capital requirements administered by
the federal banking agencies. Regulators can initiate certain mandatory, and
possibly additional discretionary, actions if the Bank fails to meet minimum
capital requirements. These actions could have a direct material effect on the
Corporation's financial position and results of operations. The regulations
require the Bank to meet specific capital adequacy guidelines that involve
quantitative measures of the Bank's assets, liabilities, and certain
off-balance-sheet items as calculated under regulatory accounting practices. The
Bank's capital classification is also subject to qualitative judgments by the
regulators about components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios as set forth in the
following table. Prompt corrective action provisions pursuant to the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") require
specific supervisory actions as capital levels decrease. To be considered
well-capitalized under the regulatory framework for prompt corrective action
provisions under FDICIA, the Bank must maintain certain minimum capital ratios
as set forth below. At June 30, 2002, the Bank exceeded the minimum requirements
for the well-capitalized category.
The following presents the Bank's regulatory capital levels and ratios relative
to its respective minimum capital requirements as of June 30, 2002:
- --------------------------------------------------------------------------------
Actual Capital Required Capital
---------------- ------------------
Amount Ratio Amount Ratio
- --------------------------------------------------------------------------------
OTS capital adequacy:
Tangible capital $723,100 5.60% $193,810 1.50%
Core capital 715,665 5.61 387,397 3.00
Risk-based capital 846,021 10.77 629,190 8.00
- --------------------------------------------------------------------------------
FDICIA regulations to be
classified well-capitalized:
Tier 1 leverage capital 715,665 5.54 645,662 5.00
Tier 1 risk-based capital 715,665 9.11 471,267 6.00
Total risk-based capital 846,021 10.77 785,445 10.00
- --------------------------------------------------------------------------------
The most recent notification from the OTS categorized the Bank as
"well-capitalized" under the regulatory framework for prompt corrective action
provisions under FDICIA. There are no conditions or events since such
notification that management believes have changed the Bank's classification.
16
G. CURRENT ACCOUNTING PRONOUNCEMENTS:
Effective January 1, 2002, the Corporation adopted the provisions of Statement
of Financial Accounting Standard No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("SFAS No. 144") that replaced SFAS No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of." This statement developed a single accounting model, based on
the provisions of SFAS No. 121, for long-lived assets to be disposed of by sale
and addressed implementation issues arising from SFAS No. 121. The accounting
model for long-lived assets to be disposed of by sale applies to all long-lived
assets, including discontinued operations, and replaces the provisions of APB
Opinion No. 30 for the disposal of segments of a business. SFAS 144 requires
that those long-lived assets be measured at the lower of carrying amount or fair
value less costs to sell, whether reported in continuing operations or in
discontinued operations. Therefore, discontinued operations will no longer be
measured at net realizable value or include amounts for operating losses that
have not yet occurred. SFAS No. 144 also broadens the reporting of discontinued
operations to include all components of an entity with operations that can be
distinguished from the rest of the entity and that will be eliminated from the
ongoing operations of the entity in a disposal transaction. Provisions of this
statement are generally to be applied prospectively. The adoption of the
provisions of this statement had no effect on the Corporation's financial
position, liquidity or results of operations.
In May 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 145 "Recission of FASB Statements No. 4, 44
and 64, Amendment of FASB Statement 13, and Technical Corrections" ("SFAS No.
145"). This statement eliminates the requirement that gains and losses from the
extinguishment of debt be aggregated and, if material, classified as an
extraordinary item, net of related income tax effect. However, an entity is not
prohibited from classifying such gains and losses as extraordinary items, so
long as they meet the criteria outlined in Accounting Principles Board Opinion
No. 30 "Reporting the Results of Operations - Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions." SFAS No. 145 also eliminates the
inconsistency between the accounting for sale-leaseback transactions and certain
lease modifications that have economic effects that are similar to
sale-leaseback transactions. This statement is effective for financial
statements issued for fiscal years beginning after May 15, 2002, or beginning
January 1, 2003, for the Corporation. Management does not believe that this
statement will have any material effect on the Corporation's financial position,
liquidity or results of operations.
H. SUBSEQUENT EVENT - COMMON STOCK REPURCHASES:
On February 28, 2002, the Board of Directors authorized the repurchase of
500,000 shares of common stock to be completed no later than December 31, 2003.
Repurchase under this program began July 22, 2002, and through August 9, 2002, a
total of 204,200 shares were repurchased at a cost of $5,128,000.
Repurchases of the Corporation's common stock can be made at any time and in any
amount, depending upon market conditions and various other factors. Any
repurchase generally will be on the open-market, although privately negotiated
transactions are also possible. In compliance with Nebraska law, all repurchased
shares will be cancelled. On January 28, 2002, the Corporation completed a
series of four stock repurchase programs that began in April 1999. These four
repurchase programs resulted in 16,500,000 shares of the Corporation's common
stock repurchased at a cost of $349,417,000.
17
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The statements in this Form 10-Q that are not historical fact are
forward-looking statements that involve inherent risks and uncertainties.
Management cautions readers that a number of important factors could cause
actual results to differ materially from those in the forward-looking
statements. Factors that might cause a difference include, but are not limited
to: fluctuations in interest rates, inflation, the effect of regulatory or
government legislative changes, expected cost savings and revenue growth not
fully realized, the progress of strategic initiatives and whether realized
within expected time frames, general economic conditions, adequacy of allowance
for credit losses, costs or difficulties associated with restructuring
initiatives, technology changes and competitive pressures in the geographic and
business areas where the Corporation conducts its operations. These
forward-looking statements are based on management's current expectations.
Actual results in future periods may differ materially from those currently
expected because of various risks and uncertainties.
CRITICAL ACCOUNTING POLICIES:
The Corporation's critical accounting policies involving the more significant
judgments and assumptions used in the preparation of the consolidated financial
statements as of June 30, 2002, have remained unchanged from December 31, 2001.
These policies are allowance for losses on loans, mortgage servicing rights and
derivative financial instruments. Disclosure on these critical accounting
policies is incorporated by reference under Item 7 "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Corporation's
Annual Report on Form 10-K for the Corporation's year ended December 31, 2001.
Nonperforming residential real estate loans at December 31, 2001, have been
restated due to a change in determining past due loans. During the June 30,
2002, quarter the Corporation changed from a methodology where the loan system
converted monthly loan payments missed on a loan to days past due in determining
delinquent residential real estate loans to a method where the number of days
past due are determined by the number of contractually delinquent loan payments.
This change in determining these delinquent loans conforms the Corporation's
reporting with the Bank's regulatory thrift financial reporting and aligns the
Corporation's reporting of delinquencies with its peers. All prior periods will
be restated to reflect this change.
LIQUIDITY AND CAPITAL RESOURCES:
The Corporation's principal asset is its investment in the capital stock of the
Bank. Since the Corporation does not generate any significant revenues
independent of the Bank, the Corporation's liquidity is dependent on the extent
to which it receives dividends from the Bank. The Bank's ability to pay
dividends to the Corporation is dependent on its ability to generate earnings
and is subject to a number of regulatory restrictions and tax considerations.
Capital distribution regulations of the Office of Thrift Supervision ("OTS"),
permit the Bank, without requiring an application for approval from the OTS, to
pay capital distributions during a calendar year up to 100% of the Bank's
retained net income (net income determined in accordance with generally accepted
accounting principles less total capital distributions declared) for the current
calendar year plus the preceding two calendar years. At June 30, 2002, the
Bank's total distributions exceeded its retained income by $236.6 million under
this regulation thereby requiring the Bank to file an application with the OTS
for any capital distributions.
The Corporation manages its liquidity at both the parent company and subsidiary
levels. At June 30, 2002, the cash of Commercial Federal Corporation (the
"parent company") totaled $24.1 million. Due to the parent company's limited
independent operations, the parent company's ability to make future interest and
principal payments on its debt totaling $119.3 million at June 30, 2002, is
dependent upon its receipt of dividends from the Bank. During the six months
ended June 30, 2002, the parent company received cash dividends totaling $45.0
million ($10.0 million received in the second quarter) from the Bank for:
.. interest payments totaling $6.9 million on the parent company's debt,
.. principal payments of $14.1 million on the parent company's five-year term
note and revolving credit note,
.. common stock cash dividends totaling $15.8 million paid by the parent
company to its common stock shareholders, and
.. the financing of common stock repurchases totaling $8.2 million.
18
LIQUIDITY AND CAPITAL RESOURCES (Continued):
The Bank will continue to pay dividends to the parent company, subject to
regulatory restrictions, to cover future principal and interest payments on the
parent company's debt and quarterly cash dividends on common stock when and as
declared by the parent company. The parent company also receives cash from the
exercise of stock options under its employee stock option plans, as well as from
the Bank for income tax benefits from operating losses generated by the parent
company as provided in the corporate tax sharing agreement.
During the first quarter of 2002 the Corporation repurchased 798,500 shares of
its common stock at a cost of $19.5 million completing the Board authorization
on May 7, 2001, to repurchase an additional 5,000,000 shares by December 31,
2002. On February 28, 2002, the Board of Directors authorized an additional
stock repurchase for 500,000 shares to be completed no later than December 31,
2003. As of June 30, 2002, no common stock had been repurchased pursuant to this
authorization. However, the Corporation began repurchasing its common stock on
July 22, 2002, and through August 9, 2002, repurchased 204,200 shares at a cost
of $5.1 million.
The Corporation's primary sources of funds are (i) deposits, (ii) principal
repayments on loans, mortgage-backed and investment securities, (iii) advances
from the FHLB and (iv) cash generated from operations. Net cash flows used by
operating activities totaled $232.6 million and $59.3 million, respectively, for
the six months ended June 30, 2002 and 2001. Amounts fluctuate from period to
period primarily as a result of mortgage banking activity relating to the
purchase and origination of loans for resale and the subsequent sale of such
loans.
Net cash flows used by investing activities totaled $39.1 million for the six
months ended June 30, 2002, and net cash flows provided by investing activities
totaled $6.2 million for the six months ended June 30, 2001. Amounts fluctuate
from period to period primarily as a result of (i) principal repayments on loans
and mortgage-backed securities, (ii) the purchases and origination of loans and
(iii) the purchases and sales of mortgage-backed and investment securities.
During the second quarter of 2002, the Corporation sold investment securities
totaling $598.9 million resulting in a pre-tax gain of $11.7 million. During the
first six months of 2001, the Corporation sold investment and mortgage-backed
securities totaling $459.5 million resulting in a pre-tax gain of $9.7 million.
These gains on the sales of these available-for-sale securities for the
respective periods were recognized primarily to offset the valuation adjustment
losses in the mortgage servicing rights portfolio totaling $16.1 million and
$5.7 million, respectively, for the six months ended June 30, 2002 and 2001.
During the quarter ended March 31, 2002, the Corporation incurred pre-tax losses
of $3.1 million on the sales of available-for-sale investment and
mortgage-backed securities totaling $144.1 million. The proceeds from the sale
of these securities were reinvested into higher yielding securities.
Net cash flows provided by financing activities totaled $223.9 million and $37.5
million, respectively, for the six months ended June 30, 2002 and 2001. Advances
from the FHLB and deposits have been the primary sources to balance the
Corporation's funding needs during each of the periods presented. The
Corporation experienced a net decrease in deposits of $153.2 million for the six
months ended June 30, 2002, compared to a net decrease of $559.0 million for the
six months ended June 30, 2001. The net decrease in deposits for the current
period is due to a net reduction totaling $107.8 million in core deposits and
the run-off in the higher costing certificates of deposit portfolio totaling
$45.4 million. Deposits decreased a net $559.0 million for the six months ended
June 30, 2001, due to the Corporation's reduction of $189.4 million in brokered
deposits for funding needs, deposits totaling $110.2 million sold pursuant to
the 2001 branch divestiture and $454.3 million run-off in the higher costing
certificates of deposits as part of the Corporation's business strategy.
Partially offsetting these decreases was a net increase in core deposits
totaling $194.9 million. During the three and six months ended June 30, 2002,
the Corporation purchased $400.0 million and $700.0 million notional amount of
swaptions at a cost of $16.2 million and $34.3 million, respectively, to hedge
the call option on $700.0 million of fixed-rate FHLB advances that are
convertible into adjustable-rate advances at the option of the Federal Home Loan
Bank. During the six months ended June 30, 2002 and 2001, the Corporation
repurchased shares of its common stock at a cost of $19.5 million and $62.3
million, respectively.
19
LIQUIDITY AND CAPITAL RESOURCES (Continued):
Contractual Obligations and Other Commitments:
Through the normal course of operations, the Corporation enters into certain
contractual obligations and other commitments. These obligations generally
relate to funding of operations through debt issuances as well as leases for
premises and equipment. As a financial institution, the Corporation routinely
enters into commitments to extend credit, including loan commitments, standby
letters of credit and financial guarantees. At June 30, 2002, the Corporation
issued commitments totaling approximately $639.4 million to fund and purchase
loans and securities as follows: $88.0 million of single-family adjustable-rate
mortgage loans, $175.7 million of single-family fixed-rate mortgage loans,
$135.2 million of commercial real estate loans, $17.4 million of consumer,
commercial operating and agricultural loans and approximately $223.1 million of
unused lines of credit for commercial and consumer use. These outstanding loan
commitments to extend credit in order to originate loans or fund commercial and
consumer loans lines of credit do not necessarily represent future cash
requirements since many of the commitments may expire without being drawn. The
Corporation expects to fund these commitments, as necessary, from the sources of
funds previously described. In addition, at June 30, 2002, the Corporation had
approximately $348.8 million in mandatory forward delivery commitments to sell
residential mortgage loans. The following table represents the Corporation's
significant contractual obligations at June 30, 2002, for the next five years:
- --------------------------------------------------------------------------------
Long-Term Lease
Due June 30: Debt Obligations Total
- --------------------------------------------------------------------------------
2003 $ 50,543 $ 6,071 $ 56,614
2004 7,250 5,076 12,326
2005 38,063 3,400 41,463
2006 - 2,300 2,300
2007 221,725 1,696 223,421
2008 and thereafter 295,000 11,921 306,921
- --------------------------------------------------------------------------------
Totals $ 612,581 $ 30,464 $ 643,045
- --------------------------------------------------------------------------------
The maintenance of an appropriate level of liquid resources to provide funding
necessary to meet the Corporation's current business activities and obligations
is an integral element in the management of the Corporation's assets. Liquidity
levels will vary depending upon savings flows, future loan fundings, cash
operating needs, collateral requirements and general prevailing economic
conditions. The Bank does not foresee any difficulty in meeting its liquidity
requirements.
OPERATING RESULTS BY SEGMENT:
See Note E to the Condensed Consolidated Financial Statements for additional
information on the Corporation's lines of business including tabular results of
operations for the three and six months ended June 30, 2002 and 2001.
Commercial Banking:
The Commercial Banking segment reported net income of $7.5 million and $15.6
million, respectively, for the three and six months ended June 30, 2002,
compared to $6.7 million and $12.2 million, respectively, for the three and six
months ended June 30, 2001. Net interest income increased $3.6 million for the
quarter ended June 30, 2002, compared to the 2001 second quarter. For the six
months ended June 30, 2002, net interest income increased $9.3 million compared
to the six months ended June 30, 2001. These increases in net interest income
are due primarily to the growth in the average balance of the commercial loan
portfolio during 2002 over the respective 2001 periods. The provision for loan
losses increased $1.8 million and $3.6 million, respectively, for the three and
six months ended June 30, 2002, compared to the 2001 three and six month
periods. These increases are due to the larger commercial loan portfolio
comparing the respective periods since the loss rate applied remained unchanged.
Total other income decreased $586,000 and $1.6 million, respectively, for the
three and six months ended June 30, 2002, compared to the respective 2001
periods primarily due to net losses incurred from commercial real estate
operations during the 2002 three and six month periods compared to net gains
recorded in the respective 2001 periods. For the three and six months ended June
30, 2002, the Corporation recorded an impairment loss totaling $1.9 million on a
residential master planned community development in Nevada. Total other expense
increased $569,000 for the three months ended June 30, 2002, compared to the
2001 second quarter due to increases in compensation and benefits. Total other
expense decreased $294,000 for the six months ended June 30, 2002, compared to
the six months ended June 30, 2001, primarily due to $754,000 in additional
expenses recorded in the 2001 first quarter to finalize the sale of the leasing
portfolio in February 2001.
20
OPERATING RESULTS BY SEGMENT (continued):
Mortgage Banking:
The Mortgage Banking segment reported net income of $5.4 million and $9.8
million, respectively, for the three and six months ended June 30, 2002,
compared to $4.3 million and $5.2 million, respectively, for the three and six
months ended June 30, 2001. Net interest income increased $4.0 million for the
quarter ended June 30, 2002, compared to the quarter ended June 30, 2001. For
the six months ended June 30, 2002, net interest income increased $7.6 million
compared to the six months ended June 30, 2001. These increases in net interest
income comparing the respective periods are primarily due to increases in the
credit the Mortgage Banking segment received in the 2002 periods compared to
2001 from increases in its custodial earnings that were computed using an
internal cost of funds rate. The custodial earnings increased comparing the
respective periods due to increases in escrow balances primarily from mortgage
refinancing activity. Total other income decreased $1.6 million for the three
months ended June 30, 2002, compared to the 2001 second quarter due to increases
in amortization expense of mortgage servicing rights in 2002 over 2001. Total
other income increased $741,000 for the six months ended June 30, 2002, compared
to 2001 primarily due to net gains on the sales of warehouse loans comparing the
respective periods partially offset by increases in amortization expense of
mortgage servicing rights in 2002 over 2001. Total other expense increased
$690,000 and $1.2 million, respectively, for the three and six months ended June
30, 2002, compared to the respective 2001 periods.
Retail Banking:
The Retail Banking segment reported net income of $3.9 million and $7.9 million,
respectively, for the three and six months ended June 30, 2002, compared to $6.2
million and $9.8 million, respectively, for the three and six months ended June
30, 2001. Net interest income decreased $1.2 million and $5.1 million,
respectively, for the three and six months ended June 30, 2002, compared to the
2001 periods. These decreases in net interest income are primarily due to lower
average balances of interest-earning loans and lower rates on such loans
comparing the respective periods of 2002 to 2001. The provision for loan losses
increased $278,000 and $495,000, respectively, for the three and six months
ended June 30, 2002 compared to the 2001 periods due to the changes in the
Retail Banking segment's loan portfolio mix. Total other income decreased $1.5
million for the three months ended June 30, 2002, compared to the 2001 second
quarter due to decreases in commission revenues from brokerage operations. Total
other income increased $951,000 for the six months ended June 30, 2002, compared
to the six months ended June 30, 2001, primarily due to the increased retail fee
pricing structure effective September 1, 2001, partially offset by decreases in
commission revenues from brokerage and insurance operations. Total other expense
increased $791,000 for the quarter ended June 30, 2002, compared to the three
months ended June 30, 2001, due to increases in compensation and benefits and
advertising. Total other expense decreased $1.4 million for the six months ended
June 30, 2002, compared to 2001 primarily due to $2.0 million recorded in 2001
as a net gain relating to the sale of branches and termination benefits pursuant
to the August 2000 key initiatives.
Treasury:
The Treasury segment reported net income of $10.7 million and $22.2 million,
respectively, for the three and six months ended June 30, 2002, compared to $9.1
million and $21.4 million, respectively, for the three and six months ended June
30, 2001. Net interest income decreased $1.0 million for the current 2002 second
quarter compared to the 2001 second quarter. This decrease is due primarily to
the lower yield earned on the mortgage-backed securities portfolio comparing the
respective periods. Net interest income increased $6.3 million for the six
months ended June 30, 2002, compared to 2001 due primarily to the lower cost of
borrowed funds and the higher average balance of investment and mortgage-backed
securities for the first half of 2002 compared to 2001. The provision for loan
losses decreased $1.5 million and $1.0 million, respectively, for the three and
six months ended June 30, 2002, compared to the 2001 periods due to a lower
balance of loans held in the Treasury segment comparing the respective periods.
Total other income is a loss of $6.4 million for the quarter ended June 30,
2002, compared to a loss of $11.7 million for 2001. This improvement in total
other income comparing the respective periods is due to net gains on the sales
of securities and changes in fair values of derivatives totaling $13.6 million
for the 2002 second quarter compared to a net loss of $1.3 million for the 2001
quarter partially offset by a $16.6 million valuation adjustment for impairment
of the mortgage servicing rights recorded during the 2002 second quarter. For
the six months ended June 30, 2002 and 2001, total other income is a loss of
$18.1 million and $14.3 million, respectively. This decrease in total other
income is due primarily to valuation adjustments for impairment of the mortgage
servicing rights totaling $16.1 million recorded in the 2002 six month period
compared to $5.7 million recorded in the six months ended June 30, 2001,
partially offset by higher amounts of intersegment revenues allocated from
Treasury to the Mortgage and Retail Banking segments in 2001 compared to 2002.
Total other expense for the three and six months ended June 30, 2002, are
credits of $1.0 million and $1.1 million, respectively, compared to credits of
$4.4 million and $5.4 million, respectively, for the three and six months ended
June 30, 2001. These net changes are primarily due to higher loan production
cost allocations in the 2002 periods compared to 2001.
21
CONSOLIDATED RESULTS OF OPERATIONS:
Net income for the three months ended June 30, 2002, was $27.5 million, or $.60
per diluted share ($.61 per basic share), compared to net income of $26.4
million, or $.51 per basic and diluted share, for the three months ended June
30, 2001. The increase in net income comparing the respective quarters is
primarily due to an increase of $5.4 million in net interest income and
decreases of $2.4 million in the amortization of intangible assets and $897,000
in the provision for loan losses. These increases to net income were partially
offset by a decrease of $1.9 million in total other income and an increase of
$5.8 million in general and administrative expenses.
Net income for the six months ended June 30, 2002, was $55.5 million, or $1.21
per diluted share ($1.22 per basic share), compared to net income for $48.6
million, or $.93 per diluted share ($.94 per basic share), for the six months
ended June 30, 2001. The increase in net income comparing the respective periods
is primarily due to an increase of $18.1 million in net interest income and a
decrease of $4.8 million in the amortization of intangible assets. These
increases to net income were partially offset by a decrease of $8.3 million in
total other income and increases in general and administrative expenses ($5.2
million), the provision for loan losses ($1.2 million) and the provision for
income taxes ($1.2 million).
Net Interest Income:
Net interest income totaled $80.7 million for the three months ended June 30,
2002, compared to $75.3 million for the three months ended June 30, 2001, an
increase of approximately $5.4 million, or 7.2%. During the three months ended
June 30, 2002 and 2001, interest rate spreads were 2.82% and 2.58%,
respectively, an increase of 24 basis points; and the net yield on
interest-earning assets was 2.76% and 2.57%, respectively, an increase of 19
basis points. The increase in the interest rate spread is due primarily to a 116
basis point decrease in the rate paid on interest-bearing liabilities partially
offset by a 92 basis point decrease in the yield received on interest-earning
assets. Total interest expense decreased $33.1 million comparing the three
months ended June 30, 2002 to 2001 due to the lower costs of funds. Total
interest income decreased $27.7 million over the same three-month periods due to
lower yields on interest-earning assets.
Net interest income totaled $165.2 million for the six months ended June 30,
2002, compared to $147.1 million for the six months ended June 30, 2001, an
increase of approximately $18.1 million, or 12.3%. During the six months ended
June 30, 2002 and 2001, interest rate spreads were 2.88% and 2.52%,
respectively, an increase of 36 basis points comparing periods; and the net
yield on interest-earning assets was 2.83% and 2.53%, respectively, an increase
of 30 basis points comparing periods. The increase in the interest rate spread
is due primarily to a 130 basis point decrease in the rate paid on
interest-bearing liabilities partially offset by a 94 basis point decrease in
the yield received on interest-earning assets. Total interest expense decreased
$71.9 million comparing the six months ended June 30, 2002 to 2001 due to the
lower costs of funds. Total interest income decreased $53.8 million over the
same six-month periods due to lower yields on interest-earning assets.
Net interest income increased for the three and six months ended June 30, 2002,
compared to the respective 2001 periods due to (i) the lower interest rate
environment in which costing liabilities have been repricing downward at a
faster rate than earning assets have been repricing, (ii) the continued shift in
the asset mix toward higher yielding commercial and consumer loans and (iii) a
shift in funding from certificates of deposit to checking and savings (core
deposits).
22
Net Interest Income (Continued):
Based on the current interest rate environment and the Corporation's gap
position, management anticipates a decline to a more sustainable level in the
net interest margin during the last six months of calendar year 2002 as
earning-assets reprice. However, the future trend in interest rate spreads and
net interest income will be dependent upon and influenced by changes in and
levels of both short-term and long-term market interest rates, and such other
factors as the composition and size of the Corporation's interest-earning assets
and interest-bearing liabilities, the interest rate risk exposure of the
Corporation and the maturity and repricing activity of interest-sensitive assets
and liabilities.
The following table presents certain information concerning yields earned on
interest-earning assets and rates paid on interest-bearing liabilities during
and at the end of each of the periods presented:
- --------------------------------------------------------------------------------------------------------
For the Three For the Six
Months Ended Months Ended At
June 30, June 30, June 30,
-------------- ------------ -------------
2002 2001 2002 2001 2002 2001
- --------------------------------------------------------------------------------------------------------
Weighted average yield on:
Loans 7.11% 7.85% 7.19% 7.98% 7.12% 7.88%
Mortgage-backed securities 5.19 6.62 5.53 6.68 6.10 6.73
Investments 5.44 6.42 5.43 6.49 4.90 5.87
- --------------------------------------------------------------------------------------------------------
Interest-earning assets 6.61 7.53 6.72 7.66 6.67 7.52
- --------------------------------------------------------------------------------------------------------
Weighted average rate paid on:
Savings and checking acounts (core deposits) 2.49 3.17 2.52 3.32 2.47 3.10
Certificates of deposit 3.34 5.70 3.59 5.84 3.28 5.52
Advances from FHLB 4.83 5.61 4.82 5.85 4.70 5.59
Securities sold under agreements
to repurchase 3.91 6.23 4.02 6.16 3.83 5.18
Other borrowings 6.16 7.48 5.05 7.98 5.51 6.65
- --------------------------------------------------------------------------------------------------------
Interest-bearing liabilities 3.79 4.95 3.84 5.14 3.73 4.84
- --------------------------------------------------------------------------------------------------------
Net interest rate spread 2.82% 2.58% 2.88% 2.52% 2.94% 2.68%
- --------------------------------------------------------------------------------------------------------
Net annualized yield on
interest-earning assets 2.76% 2.57% 2.83% 2.53% 2.91% 2.66%
- --------------------------------------------------------------------------------------------------------
23
Net Interest Income (Continued):
The following table presents average interest-earning assets and average
interest-bearing liabilities, interest income and interest expense, and average
yields and rates during the three and six months ended June 30, 2002. This table
includes nonaccruing loans averaging $67.2 million and $73.7 million,
respectively, for the three and six months ended June 30, 2002, as
interest-earning assets at a yield of zero percent:
- ------------------------------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, 2002 June 30, 2002
------------- -------------
Annualized Annualized
Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate
- ------------------------------------------------------------------------------------------------------------------------------------
Interest-earning assets:
Loans $ 8,447,815 $ 150,037 7.11% $ 8,414,758 $ 302,076 7.19%
Mortgage-backed securities 1,834,009 23,806 5.19 1,833,082 50,664 5.53
Investments 1,421,861 19,328 5.44 1,416,914 38,447 5.43
- ------------------------------------------------------------------------------------------------------------------------------------
Interest-earning assets 11,703,685 193,171 6.61 11,664,754 391,187 6.72
- ------------------------------------------------------------------------------------------------------------------------------------
Interest-bearing liabilities:
Savings and checking accounts (core deposits) 3,349,243 20,778 2.49 3,402,285 42,451 2.52
Certificates of deposit 2,907,709 24,205 3.34 2,882,788 51,336 3.59
Advances from FHLB 4,965,734 60,611 4.83 4,931,869 119,505 4.82
Securities sold under
agreements to repurchase 401,802 3,972 3.91 306,330 6,192 4.02
Other borrowings 190,776 2,939 6.16 255,436 6,454 5.05
- ------------------------------------------------------------------------------------------------------------------------------------
Interest-bearing liabilities 11,815,264 112,505 3.79 11,778,708 225,938 3.84
- ------------------------------------------------------------------------------------------------------------------------------------
Net earnings balance $ (111,579) $ (113,954)
=========== ===========
Net interest income $ 80,666 $ 165,249
========== =========
Net interest rate spread 2.82% 2.88%
- ------------------------------------------------------------------------------------------------------------------------------------
Net annualized yield on
interest-earnings assets 2.76% 2.83%
- ------------------------------------------------------------------------------------------------------------------------------------
The Corporation's net earnings balance decreased by $133.8 million during the
six months ended June 30, 2002, compared to the six months ended June 30, 2001.
This decrease in the net earnings balance comparing these periods is primarily
due to the repurchases of common stock totaling $138.1 million over the last
twelve months.
24
Net Interest Income (Continued):
The following table presents the dollar amount of changes in interest income and
expense for each major component of interest-earning assets and interest-bearing
liabilities, and the amount of change in each attributable to: (i) changes in
volume (change in volume multiplied by prior year rate), and (ii) changes in
rate (change in rate multiplied by prior year volume). The net change
attributable to change in both volume and rate, which cannot be segregated, has
been allocated proportionately to the change due to volume and the change due to
rate. This table demonstrates the effect of the change in the volume of
interest-earning assets and interest-bearing liabilities, the changes in
interest rates and the effect on the interest rate spreads previously discussed:
- ------------------------------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, 2002 Compared June 30, 2002 Compared
to June 30, 2001 to June 30, 2001
--------------------------------------------------------------------
Increase (Decrease) Due to Increase (Decrease) Due to
- ------------------------------------------------------------------------------------------------------------------------------------
Volume Rate Total Volume Rate Total
- ------------------------------------------------------------------------------------------------------------------------------------
Interest income:
Loans $ (8,181) $ (16,129) $ (24,310) $ (18,937) $ (34,033) $ (52,970)
Mortgage-backed securities 3,180 (6,250) (3,070) 7,450 (9,904) (2,454)
Investments 2,933 (3,245) (312) 8,308 (6,638) 1,670
- ------------------------------------------------------------------------------------------------------------------------------------
Interest income (2,068) (25,624) (27,692) (3,179) (50,575) (53,754)
- ------------------------------------------------------------------------------------------------------------------------------------
Interest expense:
Savings and checking accounts (core deposits) (1,086) (5,593) (6,679) (327) (13,420) (13,747)
Certificates of deposit (11,695) (19,304) (30,999) (29,527) (38,179) (67,706)
Advances from FHLB 11,599 (8,691) 2,908 28,010 (22,190) 5,820
Securities sold under agreements to repurchase 3,126 (829) 2,297 5,215 (825) 4,390
Other borrowings 26 (630) (604) 2,473 (3,123) (650)
- ------------------------------------------------------------------------------------------------------------------------------------
Interest expense 1,970 (35,047) (33,077) 5,844 (77,737) (71,893)
- ------------------------------------------------------------------------------------------------------------------------------------
Effect on net interest income $ (4,038) $ 9,423 $ 5,385 $ (9,023) $ 27,162 $ 18,139
- ------------------------------------------------------------------------------------------------------------------------------------
Provision for Loan Losses:
The Corporation recorded loan loss provisions totaling $5.5 million and $12.1
million, respectively, for the three and six months ended June 30, 2002,
compared to $6.4 million and $10.9 million, respectively, for the three and six
months ended June 30, 2001. The provision for loan losses decreased in the
current quarter compared to the 2001 second quarter due to a decrease in net
loans charged-off. Net loans charged-off totaled $4.1 million for the three
months ended June 30, 2002, compared to $5.4 million for the three months ended
June 30, 2001. The net charge-offs are lower for the current quarter compared to
the year-ago quarter due to decreases in charge-offs for consumer loans and
agricultural loans partially offset by an increase in commercial real estate
loan charge-offs. Net loans charged off for the six months ended June 30, 2002
totaled $10.5 million compared to $9.3 million for the six months ended June 30,
2001. Net charge-offs are higher for the current six month period compared to
the prior year six month period due to increases in charge-offs of construction
loans and commercial real estate loans partially offset by decreases in
charge-offs of agricultural loans and consumer loans. The allowance for loan
losses is based upon management's continuous evaluation of the collectibility of
outstanding loans, which takes into consideration such factors as changes in the
composition of the loan portfolio and economic conditions that may affect the
borrower's ability to pay, regular examinations by the Corporation's credit
review group of specific problem loans and of the overall portfolio quality and
real estate market conditions in the Corporation's lending areas.
Management of the Corporation believes that the present level of the allowance
for loan losses is adequate to reflect the risks inherent in its portfolios.
However, there can be no assurance that the Corporation will not experience
increases in its nonperforming assets, that it will not increase the level of
its allowance in the future or that significant provisions for losses will not
be required based on factors such as deterioration in market conditions, changes
in borrowers' financial conditions, delinquencies and defaults.
25
Provision for Loan Losses (Continued):
Nonperforming assets are monitored on a regular basis by the Corporation's
internal credit review and problem asset groups. Nonperforming assets are
summarized as of the dates indicated:
- ------------------------------------------------------------------------------------------------------------------------------------
June 30, December 31,
2002 2001 (1)
- ------------------------------------------------------------------------------------------------------------------------------------
Nonperforming loans:
Residential real estate $ 48,780 $ 52,792
Commercial real estate 11,333 23,423
Consumer and other loans 6,632 6,929
- ------------------------------------------------------------------------------------------------------------------------------------
Total 66,745 83,144
- ------------------------------------------------------------------------------------------------------------------------------------
Real estate:
Commercial 3,671 8,762
Residential (includes residential development property in Nevada) 36,542 36,446
- ------------------------------------------------------------------------------------------------------------------------------------
Total 40,213 45,208
- ------------------------------------------------------------------------------------------------------------------------------------
Troubled debt restructurings:
Commercial 2,982 3,057
Residential 81 84
- ------------------------------------------------------------------------------------------------------------------------------------
Total 3,063 3,141
- ------------------------------------------------------------------------------------------------------------------------------------
Total nonperforming assets $ 110,021 $ 131,493
- ------------------------------------------------------------------------------------------------------------------------------------
Nonperforming loans to total loans .75% .96%
Nonperforming assets to total assets .83% 1.02%
- ------------------------------------------------------------------------------------------------------------------------------------
Total allowance for loan losses (2) $ 104,001 $ 102,451
- ------------------------------------------------------------------------------------------------------------------------------------
Allowance for loan losses to:
Total loans 1.15% 1.18%
Total nonperforming assets 93.07% 77.91%
Total nonperforming loans 155.82% 123.22%
Nonresidential nonperforming assets 415.97% 242.94%
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Nonperforming residential real estate loans at December 31, 2001 have been
restated due to a change in determining past due loans. During the June 30,
2002, quarter the Corporation changed from a methodology where the loan
system converted monthly loan payments missed on a loan to days past due in
determining delinquent residential real estate loans to a method where the
number of days past due are determined by the number of contractually
delinquent loan payments. This change in determining these delinquent loans
conforms the Corporation's reporting with the Bank's regulatory thrift
financial reporting and aligns the Corporation's reporting of delinquencies
with its peers. This change in methods reduced nonperforming residential
real estate loans by $8.4 million and $10.7 million, respectively, at June
30, 2002, and December 31, 2001.
(2) Includes $279,000 and $92,000 at June 30, 2002 and December 31, 2001,
respectively, in allowance for losses established on loans held for sale.
- --------------------------------------------------------------------------------
Nonperforming loans at June 30, 2002, decreased by $16.4 million compared to
December 31, 2001, primarily due to the foreclosure and subsequent sale of a
commercial real estate loan totaling $9.1 million, the paydown and charge-off of
a commercial real estate loan totaling $2.3 million, a decrease in the
residential portfolio totaling $4.0 million and a decrease in the consumer
portfolio totaling $1.7 million partially offset by an increase in the
agricultural portfolio totaling $1.3 million. The $5.0 million net decrease in
real estate at June 30, 2002, compared to December 31, 2001, is primarily due to
the sale of a commercial construction property totaling $3.9 million and by a
net decrease in commercial real estate totaling $1.2 million primarily from
impairment loss write offs and sales of other commercial real estate properties.
26
Retail Fees and Charges:
Retail fees and charges totaled $13.9 million and $26.3 million, respectively,
for the three and six months ended June 30, 2002, compared to $13.6 million and
$25.7 million, respectively, for the three and six months ended June 30, 2001.
The reasons for the increases over the prior year periods are due to an
increased retail fee pricing structure effective September 1, 2001, and
increases in the volume of checking accounts.
Loan Servicing Fees and Mortgage Servicing Rights Valuation Adjustment:
The major components of loan servicing fees for the periods indicated and the
amount of loans serviced for other institutions are as follows:
--------------------------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------------------------------------------------------------------------------------------------------------
2002 2001 2002 2001
--------------------------------------------------------------------------------------------------------------------------------
Revenue from loan servicing fees $ 8,007 $ 8,273 $ 15,909 $ 16,564
Revenue from late loan payment fees 1,563 1,641 3,165 3,290
Amortization of mortgage servicing rights (6,751) (3,575) (13,419) (6,963)
--------------------------------------------------------------------------------------------------------------------------------
Loan servicing fees, net $ 2,819 $ 6,339 $ 5,655 $ 12,891
--------------------------------------------------------------------------------------------------------------------------------
Valuation adjustments for impairment $ (16,607) $ (172) $ (16,078) $ (5,656)
--------------------------------------------------------------------------------------------------------------------------------
Loans serviced for other institutions at June 30 $ 9,652,792 $ 9,487,668
--------------------------------------------------------------------------------------------------------------------------------
The amount of revenue generated from loan servicing fees, and changes in
comparing periods, is primarily due to changes in the average size of the
Corporation's portfolio of mortgage loans serviced for other institutions and
the level of rates for service fees collected partially offset by the
amortization expense of mortgage servicing rights and adjustments to the
valuation allowances. The loan servicing fees category also includes fees
collected for late loan payments. The net decreases in revenue from loan
servicing fees comparing the respective periods of 2002 to 2001 are due to a
lower level of service fee rates comparing the respective periods slightly
offset by a higher average balance of mortgage loans serviced for others. The
increases in amortization expense of mortgage servicing rights reflects an
increase in loan prepayments due to the lower interest rate environment
comparing the respective periods. The amount of amortization expense of mortgage
servicing rights is determined, in part, by mortgage loan pay-downs in the
servicing portfolio that are influenced by changes in interest rates. Valuation
adjustments totaling $16.6 million and $16.1 million, respectively, in
impairment losses were recorded during the three and six months ended June 30,
2002, as a reduction of the carrying amount of the mortgage servicing rights
portfolio. This compares to valuation adjustments totaling $172,000 and $5.7
million, respectively, recorded during the three and six months ended June 30,
2001. Changes in the valuation allowance are due to increases or decreases in
estimated prepayments of loans resulting from changes in interest rates. At June
30, 2002, the valuation allowance on the mortgage servicing rights portfolio
totaled $35.7 million compared to $6.2 million at June 30, 2001.
The fair value of the Corporation's loan servicing portfolio increases as
mortgage interest rates rise and loan prepayments decrease. It is expected that
income generated from the Corporation's loan servicing portfolio will increase
in such an environment. However, this positive effect on the Corporation's
income is offset, in part, by a decrease in additional servicing fee income
attributable to new loan originations, which historically decrease in periods of
higher, or increasing, mortgage interest rates, and by an increase in expenses
from loan production costs since a portion of such costs cannot be deferred due
to lower loan originations. Conversely, the value of the Corporation's loan
servicing portfolio will decrease as mortgage interest rates decline.
27
Gain (Loss) on Sales of Securities and Changes in Fair Values of Derivatives,
Net:
During the three and six months ended June 30, 2002 and 2001, the following
transactions were recorded:
- ------------------------------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
- ------------------------------------------------------------------------------------------------------------------------------------
2002 2001 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------------
Gain (loss) on the sales of available-for-sale securities:
Investment securities $ 11,698 $ (980) $ 8,920 $ 6,153
Mortgages-backed securities -- 2,613 (371) 3,571
- ------------------------------------------------------------------------------------------------------------------------------------
Net gain on sales 11,698 1,633 8,549 9,724
Changes in the fair value of interest rate floor
agreements not qualifying for hedge accounting 2,364 (2,451) 1,142 (1,394)
Amortization expense on the deferred loss
on terminated interest rate swap agreements (508) (508) (1,017) (1,017)
Other items 29 -- 66 (14)
- ------------------------------------------------------------------------------------------------------------------------------------
Gain (loss) on the sales of securities and changes in fair values of derivatives,
net $ 13,583 $ (1,326) $ 8,740 $ 7,299
- ------------------------------------------------------------------------------------------------------------------------------------
During the second quarter of 2002, the Corporation sold investment securities
totaling $598.9 million resulting in a pre-tax gain of $11.7 million. This gain
on the sales of investment securities was recognized to partially offset the
valuation adjustment loss totaling $16.6 million in the mortgage servicing
rights portfolio recorded in the quarter ended June 30, 2002. During the three
months ended March 31, 2002, the Corporation incurred pre-tax losses totaling
$3.1 million on the sales of $144.1 million of available-for-sale investment and
mortgage-backed securities. The proceeds from the sale of these securities were
reinvested into higher yielding securities. For the three and six months ended
June 30, 2001, the Corporation sold securities totaling $246.2 million and
$459.5 million, respectively, resulting in pre-tax gains of $1.6 million and
$9.7 million, respectively. These net gains on the sales of available-for-sale
securities were recognized to partially offset the valuation adjustment losses
recorded in the mortgage servicing rights portfolio totaling $172,000 and $5.7
million, respectively, for the three and six months ended June 30, 2001.
Gain (Loss) on Sales of Loans:
During the three and six months ended June 30, 2002, the Corporation recorded
net gains on the (i) sales of loans and (ii) changes in the fair values of
derivative financial instruments and certain hedged items totaling $3.5 million
and $7.0 million, respectively, compared to a net gain of $250,000 for the
quarter ended June 30, 2002, and a net loss of $1.8 million for the six months
ended June 30, 2002. During the three and six months ended June 30, 2002, loans
totaling $541.1 million and $1.2 billion, respectively, were sold resulting in
pre-tax gains of $4.0 million and $8.6 million. During the three and six months
ended June 30, 2001, loans totaling $782.6 million and $1.4 billion,
respectively, were sold resulting in pre-tax losses of $1.7 million and $4.2
million. Loans are typically originated by the mortgage banking operations and
sold in the secondary market with loan servicing retained and without recourse
to the Corporation.
The Corporation's derivative financial instruments (forward loan sales
commitments and conforming commitments to originate loans) and certain hedged
items (warehouse loans) are recorded at fair value with the changes in fair
value reported in current earnings. For the three and six months ended June 30,
2002, the net changes in the fair values of these derivative financial
instruments and certain hedged items resulted in net losses totaling $475,000
and $1.6 million, respectively. These changes in fair values compare to net
gains totaling $2.0 million and $2.4 million, respectively, recorded for the
three and six months ended June 30, 2001.
28
Real Estate Operations:
The Corporation recorded net losses from real estate operations totaling $2.2
million and $3.6 million, respectively, for the three and six months ended June
30, 2002 compared to net losses of $1.2 million and $1.7 million, respectively,
for the three and six months ended June 30, 2001. Real estate operations reflect
impairment losses for real estate, net real estate operating activity, and gains
and losses on dispositions of real estate. The net increase in the loss for real
estate operations for the three and six months ended June 30, 2002, compared to
the 2001 periods is primarily due to an impairment loss totaling $1.9 million on
a residential master planned community development in Nevada. The loss for the
three month period is partially offset by a gain totaling $802,000 on the sale
of a commercial construction property.
Other Operating Income:
Other operating income totaled $8.7 million and $16.4 million, respectively, for
the three and six months ended June 30, 2002, compared to $8.2 million and $16.0
million, respectively, for the three and six months ended June 30, 2001.
Miscellaneous mortgage loan income increased $971,000 and $2.4 million,
respectively, for the three and six months ended June 30, 2002, compared to the
2001 periods due to an increase in fees on correspondent brokered loans.
Partially offsetting this net increase for the six months ended June 30, 2002,
compared to 2001 is a net decrease of $1.5 million due to net losses on the
sales and write-downs of certain corporate fixed assets. Other components of
other operating income are brokerage commissions, credit life and disability
commissions and insurance commissions. These components totaled $4.4 million and
$8.8 million, respectively, for the three and six months ended June 30, 2002,
compared to $4.7 million and $9.2 million, respectively, for the 2001 periods.
Brokerage commissions decreased $527,000 and $1.2 million, respectively, for the
three and six months ended June 30, 2002, compared to the respective 2001
periods due to decreased volumes in customer transactions.
General and Administrative Expenses:
Total general and administrative expenses, excluding exit costs and termination
benefits, approximated $61.9 million and $123.1 million, respectively, for the
three and six months ended June 30, 2002, compared to $60.0 million and $119.9
million, respectively, for the three and six months ended June 30, 2001. The net
increase in the 2002 second quarter compared to the prior year 2001 second
quarter is primarily due to increases in compensation and benefits and
advertising partially offset by lower expenses resulting from the reduction in
branches and management's emphasis on tighter cost controls. Compensation and
benefits increased $3.1 million in the three and six months ended June 30, 2002,
over the 2001 second quarter and advertising increased $1.8 million comparing
the same periods. The increase in compensation and benefits is primarily due to
annual merit increases effective March 1, 2002, for certain employees and to
other incentive production bonuses. The increase in advertising is for the
expanded promotion of products relating to checking accounts and consumer loans.
The net increase for the six months ended June 30, 2002 compared to 2001 is also
primarily due to increases in compensation and benefits and advertising
partially offset by lower expenses due to the reduction in branches and
management's emphasis on tighter cost controls. Compensation and benefits
increased $5.1 million for the six months ended June 30, 2002, over 2001 and
advertising increased $2.2 million over the same periods. The increase in
compensation and benefits is primarily due to (i) the employer taxes paid on the
management incentive plan bonuses paid on March 1, 2002, (ii) annual merit
increases to all executives and managers and (iii) other incentive production
bonuses. The increase in advertising is for the expanded promotion of products
relating to checking accounts and consumer loans.
Exit Costs and Termination Benefits:
No gain or loss for exit costs and termination benefits was recorded for the
three and six months ended June 30, 2002. The Corporation realized net gains for
the three and six months ended June 30, 2001, totaling $4.0 million and $2.0
million, respectively. These net gains were from premiums received on the sale
of branches ($4.1 million) partially offset by severance costs associated with
right-sizing branch personnel and expenses to close branches ($131,000 for the
year-ago quarter and $1.3 million for the six months ended June 30, 2001), as
well as additional expenses totaling $754,000 to finalize the sale of the
leasing portfolio.
29
Amortization of Core Value of Deposits and Goodwill:
For the three and six months ended June 30, 2002, amortization of core value of
deposits totaled $1.6 million and $3.3 million, respectively, compared to $1.9
million and $3.9 million for the three and six months ended June 30, 2001. The
net decreases in amortization expense for the three and six months ended June
30, 2002, compared to 2001 is primarily due to core value of deposits amortizing
on an accelerated basis in earlier years.
Effective January 1, 2002, the Corporation adopted SFAS No. 142. Therefore,
beginning in 2002, goodwill is no longer subject to amortization, but will be
evaluated for impairment at least on an annual basis. During the quarter ended
June 30, 2002, the Corporation completed its transitional impairment test on its
goodwill as of January 1, 2002, as required by SFAS No. 142. No impairment loss
was recognized as a result of this test. For calendar year 2002, goodwill
totaling $7.8 million, or approximately $.16 per share, will not be amortized
pursuant to SFAS No. 142. For the three and six months ended June 30, 2001,
amortization of goodwill totaled $2.1 million and $4.2 million, respectively.
See Note B "Implementation of SFAS No. 142 Goodwill and Intangible Assets" in
the Notes to Condensed Consolidated Financial Statements for additional
information.
Provision for Income Taxes:
The provision for income taxes totaled $11.5 million and $22.9 million,
respectively, for the three and six months ended June 30, 2002, compared to
$11.8 million and $21.7 million, respectively, for the three and six months
ended June 30, 2001. The effective income tax rates for the three and six months
ended June 30, 2002, were 29.5% and 29.2%, respectively, compared to 30.9% for
both the three and six months ended June 30, 2001. The effective income tax
rates are lower for the current quarter and six months compared to the
respective 2001 periods due to the cessation of goodwill amortization effective
January 1, 2002, and to an increase in tax-exempt interest income and tax
credits. The effective tax rates for the three and six months ended June 30,
2002 and 2001, vary from the statutory rate primarily due to tax benefits from
the bank owned life insurance, tax-exempt interest income and tax credits.
Item 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Information as of June 30, 2002, concerning the Corporation's exposure to market
risk, which has remained relatively unchanged from December 31, 2001, is
incorporated by reference under Item 7A "Quantitative and Qualitative
Disclosures About Market Risk" in the Corporation's Annual Report on Form 10-K
for the Corporation's year ended December 31, 2001.
30
PART II. OTHER INFORMATION
Item 5. Other Information
On May 13, 2002, the Corporation's Board of Directors approved an
increase to the Corporation's quarterly cash dividend to $.09 per
common share from $.08 per common share. The new dividend rate of $.09
per common share was on July 11, 2002, to stockholders of record as of
June 27, 2002.
The Corporation held its Annual Meeting of Stockholders on May 14,
2002, in Omaha, Nebraska. The inspector of election issued his
certified final report on May 14, 2002, for the election of directors
and approval of the 2002 Stock Option and Incentive Plan voted upon at
such Annual Meeting. The proposals voted upon at the Annual Meeting
were for the election of Mr. Hutchinson as director for a two year term
and Messrs. Fitzgerald, Taylor and Tesi as directors for three year
terms, and the approval of the Corporation's 2002 Stock Option and
Incentive Plan. Mr. Hutchinson was re-elected for a term to expire in
2004, and Messrs. Fitzgerald, Taylor and Tesi were re-elected for terms
to expire in 2005. The 2002 Stock Option and Incentive Plan was also
approved. The Corporation disclosed all information required by Item 4
in its Form 10-Q for the quarterly period ended March 31, 2002, and
incorporates such filing by reference herein.
Item 6. Exhibits and Reports on Form 8-K
(a). Exhibits:
99.1 - Chief Executive Officer's Certificate Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 - Chief Financial Officer's Certificate Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b). Reports on Form 8-K:
No reports on Form 8-K were filed during the three months ended June
30, 2002.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
COMMERCIAL FEDERAL CORPORATION
------------------------------
(Registrant)
Date: August 14, 2002 /s/ David S. Fisher
--------------- -----------------------------------------
David S. Fisher, Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
Date: August 14, 2002 /s/ Gary L. Matter
--------------- -----------------------------------------
Gary L. Matter, Senior Vice President,
Controller and Secretary
(Principal Accounting Officer)
32