SECURITIES AND EXCHANGE COMMISSION
þ QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
March 31, 2005
COMMISSION FILE NUMBER 0-10161
FIRSTMERIT CORPORATION
OHIO | 34-1339938 | |
(State or other jurisdiction of | (IRS Employer Identification | |
incorporation or organization) | Number) |
III CASCADE PLAZA, 7TH FLOOR, AKRON, OHIO
44308-1103
(Address of principal executive offices)
(330) 996-6300
(Telephone Number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES þ NO o
As of April 30, 2005, 83,618,140 shares of the registrants common stock, without par value, were outstanding.
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRSTMERIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited, except December 31, 2004, which is derived from | March 31 | December 31 | March 31 | |||||||||
the audited financial statements) | 2005 | 2004 | 2004 | |||||||||
(in thousands) | ||||||||||||
ASSETS |
||||||||||||
Cash and due from banks |
$ | 191,582 | 169,052 | 175,752 | ||||||||
Investment securities (at fair value) and federal funds sold |
2,772,500 | 2,862,015 | 3,119,123 | |||||||||
Loans held for sale |
63,171 | 48,393 | 67,017 | |||||||||
Loans |
||||||||||||
Commercial loans |
3,392,614 | 3,285,012 | 3,358,523 | |||||||||
Mortgage loans |
637,885 | 639,715 | 608,162 | |||||||||
Installment loans |
1,601,498 | 1,598,588 | 1,635,819 | |||||||||
Home equity loans |
677,724 | 676,230 | 639,407 | |||||||||
Credit card loans |
137,044 | 145,042 | 140,491 | |||||||||
Leases |
83,781 | 88,496 | 125,434 | |||||||||
Total loans |
6,530,546 | 6,433,083 | 6,507,836 | |||||||||
Less allowance for loan losses |
(97,115 | ) | (97,296 | ) | (113,573 | ) | ||||||
Net loans |
6,433,431 | 6,335,787 | 6,394,263 | |||||||||
Premises and equipment, net |
118,059 | 121,198 | 120,115 | |||||||||
Goodwill |
139,245 | 139,245 | 139,245 | |||||||||
Intangible assets |
4,424 | 4,647 | 5,314 | |||||||||
Accrued interest receivable and other assets |
551,742 | 442,290 | 436,165 | |||||||||
Total assets |
$ | 10,274,154 | 10,122,627 | 10,456,994 | ||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||
Deposits: |
||||||||||||
Demand-non-interest bearing |
$ | 1,427,307 | 1,470,543 | 1,333,867 | ||||||||
Demand-interest bearing |
827,507 | 841,595 | 782,877 | |||||||||
Savings and money market accounts |
2,379,464 | 2,384,510 | 2,478,793 | |||||||||
Certificates and other time deposits |
2,690,273 | 2,668,799 | 2,786,185 | |||||||||
Total deposits |
7,324,551 | 7,365,447 | 7,381,722 | |||||||||
Securities sold under agreements to repurchase |
1,281,745 | 1,336,471 | 1,606,534 | |||||||||
Wholesale borrowings |
557,282 | 300,220 | 308,812 | |||||||||
Accrued taxes, expenses, and other liabilities |
163,845 | 139,232 | 157,654 | |||||||||
Total liabilities |
9,327,423 | 9,141,370 | 9,454,722 | |||||||||
Commitments and contingencies |
||||||||||||
Shareholders equity: |
||||||||||||
Preferred stock, without par value: |
||||||||||||
authorized and unissued 7,000,000 shares |
| | | |||||||||
Preferred stock, Series A, without par value: |
||||||||||||
designated 800,000 shares; none outstanding |
| | | |||||||||
Convertible preferred stock, Series B, without par value: |
||||||||||||
designated 220,000 shares; none outstanding |
| | | |||||||||
Common stock, without par value: |
||||||||||||
authorized 300,000,000 shares; issued 92,026,350 at
March 31, 2005, December 31, 2004 and March 31, 2004 |
127,937 | 127,937 | 127,937 | |||||||||
Capital surplus |
108,903 | 110,513 | 110,699 | |||||||||
Accumulated other comprehensive loss |
(38,194 | ) | (14,208 | ) | 13,353 | |||||||
Retained earnings |
963,618 | 956,802 | 934,098 | |||||||||
Treasury stock, at cost, 8,414,363, 7,835,399 and 7,224,528
shares at March 31, 2005, December 31, 2004 and March 31,
2004, respectively |
(215,533 | ) | (199,787 | ) | (183,815 | ) | ||||||
Total shareholders equity |
946,731 | 981,257 | 1,002,272 | |||||||||
Total liabilities and shareholders equity |
$ | 10,274,154 | 10,122,627 | 10,456,994 | ||||||||
The accompanying notes are an integral part of the consolidated financial statements.
FIRSTMERIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Three months ended | ||||||||
March 31, | ||||||||
2005 | 2004 | |||||||
(Unaudited) | (In thousands, except per share data) | |||||||
Interest income: |
||||||||
Interest and fees on loans, including loans held for sale |
$ | 100,149 | 96,627 | |||||
Interest and dividends on investment securities and federal funds sold |
27,692 | 29,211 | ||||||
Total interest income |
127,841 | 125,838 | ||||||
Interest expense: |
||||||||
Interest on deposits: |
||||||||
Demand-interest bearing |
956 | 366 | ||||||
Savings and money market accounts |
6,375 | 4,314 | ||||||
Certificates and other time deposits |
20,600 | 21,631 | ||||||
Interest on securities sold under agreements to repurchase |
8,841 | 6,138 | ||||||
Interest on wholesale borrowings |
5,059 | 4,387 | ||||||
Total interest expense |
41,831 | 36,836 | ||||||
Net interest income |
86,010 | 89,002 | ||||||
Provision for loan losses |
11,614 | 40,390 | ||||||
Net interest income after provision for loan losses |
74,396 | 48,612 | ||||||
Other income |
||||||||
Trust department income |
5,505 | 5,356 | ||||||
Service charges on deposits |
14,820 | 15,419 | ||||||
Credit card fees |
9,411 | 8,664 | ||||||
ATM and other service fees |
2,959 | 2,748 | ||||||
Bank owned life insurance income |
3,074 | 3,126 | ||||||
Investment services and insurance |
2,858 | 3,832 | ||||||
Manufactured housing income |
102 | 145 | ||||||
Investment securities gains, net |
1,872 | 70 | ||||||
Loan sales and servicing income |
1,133 | 2,078 | ||||||
Other operating income |
3,205 | 3,648 | ||||||
Total other income |
44,939 | 45,086 | ||||||
Other expenses: |
||||||||
Salaries, wages, pension and employee benefits |
39,393 | 39,061 | ||||||
Net occupancy expense |
6,536 | 6,017 | ||||||
Equipment expense |
3,185 | 3,535 | ||||||
Stationery, supplies and postage |
2,461 | 2,712 | ||||||
Bankcard, loan processing and other costs |
5,724 | 5,703 | ||||||
Professional services |
2,150 | 3,146 | ||||||
Amortization of intangibles |
223 | 223 | ||||||
Other operating expenses |
16,239 | 16,467 | ||||||
Total other expenses |
75,911 | 76,864 | ||||||
Income before income tax expense |
43,424 | 16,834 | ||||||
Federal income taxes |
13,336 | 4,128 | ||||||
Net income |
$ | 30,088 | 12,706 | |||||
Other comprehensive income (loss), net of taxes: |
||||||||
Unrealized securities holding gains (losses), net of taxes |
(22,583 | ) | 22,874 | |||||
Minimum pension liability adjustment, net of taxes |
(183 | ) | | |||||
Less: reclassification adjustment for securities gains (losses) realized in net income,
net of taxes |
(1,217 | ) | (46 | ) | ||||
Total other comprehensive income (loss), net of taxes |
(23,983 | ) | 22,828 | |||||
Comprehensive income |
$ | 6,105 | 35,534 | |||||
Net income applicable to common shares |
$ | 30,088 | 12,706 | |||||
Net income used in diluted EPS calculation |
30,095 | 12,713 | ||||||
Weighted average number of common shares outstanding basic |
84,097 | 84,771 | ||||||
Weighted average number of common shares outstanding diluted |
84,497 | 85,186 | ||||||
Basic Earnings per Share |
$ | 0.36 | 0.15 | |||||
Diluted Earnings per Share |
$ | 0.36 | 0.15 | |||||
Dividend per Share |
$ | 0.27 | 0.26 | |||||
The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FIRSTMERIT CORPORATION AND SUBSIDIARIES
Three months ended March 31, | ||||||||
(Unaudited) | 2005 | 2004 | ||||||
(In thousands) | ||||||||
Operating Activities |
||||||||
Net income |
$ | 30,088 | 12,706 | |||||
Adjustments to reconcile net income to net
cash provided by operating activities: |
||||||||
Provision for loan losses |
11,614 | 40,984 | ||||||
Provision for depreciation and amortization |
3,402 | 3,421 | ||||||
Amortization of investment securities premiums, net |
1,078 | 1,812 | ||||||
Accretion of income for lease financing |
(1,183 | ) | (2,120 | ) | ||||
Gains on sales of investment securities, net |
(1,872 | ) | (70 | ) | ||||
Deferred federal income taxes |
| 1,200 | ||||||
Decrease in interest receivable |
(1,286 | ) | (89 | ) | ||||
Decrease in interest payable |
5,577 | 1,119 | ||||||
Increase in other prepaid assets |
(3,549 | ) | (3,797 | ) | ||||
Increase in trade date receivable |
(87,521 | ) | | |||||
Increase in taxes payable |
15,730 | | ||||||
Increase (decrease) in accounts payable |
347 | (5,389 | ) | |||||
Originations of loans held for sale |
(81,539 | ) | (88,951 | ) | ||||
Proceeds from sales of loans, primarily mortgage loans
sold in the secondary mortgage markets |
66,579 | 85,349 | ||||||
(Gains) losses on sales of loans, net |
182 | (96 | ) | |||||
Amortization of intangible assets |
223 | 223 | ||||||
Other changes |
(564 | ) | (5,379 | ) | ||||
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES |
(42,694 | ) | 40,923 | |||||
Investing Activities |
||||||||
Dispositions of investment securities: |
||||||||
Available-for-sale sales |
87,524 | 41,299 | ||||||
Available-for-sale maturities |
142,589 | 116,311 | ||||||
Purchases of investment securities available-for-sale |
(175,544 | ) | (180,034 | ) | ||||
Net (increase) decrease in federal funds sold |
646 | (355 | ) | |||||
Net (increase) decrease in loans and leases, except sales |
(108,075 | ) | 27,607 | |||||
Purchases of premises and equipment |
(302 | ) | (4,744 | ) | ||||
Sales of premises and equipment |
39 | 287 | ||||||
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES |
(53,123 | ) | 371 | |||||
Financing Activities |
||||||||
Net increase (decrease) in demand accounts |
(57,324 | ) | (3,344 | ) | ||||
Net increase (decrease) in savings and money market accounts |
(5,046 | ) | 17,528 | |||||
Net increase (decrease) in certificates and other time deposits |
21,474 | (135,246 | ) | |||||
Net increase (decrease) in securities sold under agreements to repurchase |
(54,726 | ) | 80,730 | |||||
Net increase (decrease) in wholesale borrowings |
255,508 | (3,689 | ) | |||||
Cash dividends common |
(23,272 | ) | (22,100 | ) | ||||
Purchase of treasury shares |
(21,811 | ) | | |||||
Proceeds from exercise of stock options, conversion
of debentures or conversion of preferred stock |
3,544 | 1,530 | ||||||
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES |
118,347 | (64,591 | ) | |||||
Increase (decrease) in cash and cash equivalents |
22,530 | (23,297 | ) | |||||
Cash and cash equivalents at beginning of period |
169,052 | 199,049 | ||||||
Cash and cash equivalents at end of period |
$ | 191,582 | 175,752 | |||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: |
||||||||
Cash paid during the year for: |
||||||||
Interest, net of amounts capitalized |
$ | 19,932 | 15,923 | |||||
Federal income taxes |
$ | 0 | 25 | |||||
The accompanying notes are an integral part of the consolidated financial statements.
FirstMerit Corporation and Subsidiaries
Notes to Consolidated Financial Statements
March 31, 2005 (Unaudited) (Dollars in thousands)
1. Company Organization and Financial Presentation FirstMerit Corporation (Corporation), is a bank holding company whose principal asset is the common stock of its wholly owned subsidiary, FirstMerit Bank, N. A. The Corporations other subsidiaries include Citizens Savings Corporation of Stark County, FirstMerit Capital Trust I, FirstMerit Community Development Corporation, FirstMerit Credit Life Insurance Company, FMT, Inc., SF Development Corp and Realty Facility Holdings XV, L.L.C.
The consolidated balance sheet at December 31, 2004 has been derived from the audited consolidated financial statements at that date. The accompanying unaudited interim financial statements reflect all adjustments (consisting only of normally recurring accruals) that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with the rules of the Securities and Exchange Commission (SEC). The consolidated financial statements of the Corporation as of March 31, 2005 and 2004 are not necessarily indicative of the results that may be achieved for the full fiscal year or for any future period. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2004.
Certain previously reported amounts have been reclassified to conform to the current reporting presentation.
2. Recent Accounting Pronouncements On September 30, 2004, the Emerging Issues Task Force (EITF) of Financial Accounting Standard Board (FASB) issued a final FASB Staff Position, FSP EITF Issue 03-1-1, which delayed the effective date for the measurement and recognition guidance included in EITF Issue 03-1 which prescribed the criteria that should be used to determine when an investment is considered impaired, whether that impairment is other than temporary, and the measurement of an impairment loss. The disclosures about unrealized losses that have not been recognized as other-than-temporary impairments have not been deferred and appear in Footnote 4 (Investment Securities) of the 2004 Form 10-K.
In December 2003, the American Institute of Certified Public Accountants issued Statement of Position 03-3 (SOP 03-3) Accounting for Certain Loans of Debt Securities Acquired in a Transfer. SOP 03-3 requires acquired loans, including debt securities, to be recorded at the amount of the purchasers initial investment and prohibits carrying over valuation allowances from the seller for those individually-evaluated loans that have evidence of deterioration in credit quality since origination, and it is probable all contractual cash flows on the loan will be unable to be collected. SOP 03-3 also requires the excess of all undiscounted cash flows expected to be collected at acquisition over the purchasers initial investment to be recognized as interest income on a level-yield basis over the life of the loan. The guidance is effective for loans acquired in fiscal years beginning after December 15, 2004 and is not
expected to have a material impact on the Corporations financial condition, results of operations, or liquidity.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure. SFAS No. 148 is an amendment of SFAS No. 123 (Accounting for Stock-Based Compensation) and provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 also requires prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Corporation currently accounts for stock-based employee compensation under the provisions of Accounting Principles Board (APB) No. 25 Accounting for Stock Issued to Employees and related interpretations. No stock based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Corporation had applied the fair value recognition provisions of SFAS No. 123 to stock based employee compensation. The Black-Scholes option-pricing model was used to estimate the fair market value of the options at the date of grant. This model was originally developed for use in estimating the fair value of traded options, which have different characteristics from the Corporations employee stock options. The model is also sensitive to changes in subjective assumptions, which can materially affect fair value estimates.
Three | Three | |||||||||||
months | Year | months | ||||||||||
ended | ended | ended | ||||||||||
March 31, | December 31, | March 31, | ||||||||||
2005 | 2004 | 2004 | ||||||||||
Net income, as reported |
$ | 30,088 | 103,214 | 12,706 | ||||||||
Deduct: total stock-based
employee compensation expense
determined under fair value
based method for all awards,
net of related tax effects
|
(745 | ) | (3,573 | ) | (812 | ) | ||||||
Pro forma net income |
$ | 29,343 | 99,641 | 11,894 | ||||||||
Pro forma EPS Basic |
$ | 0.35 | 1.18 | 0.14 | ||||||||
Pro forma EPS Diluted |
$ | 0.35 | 1.17 | 0.14 | ||||||||
Reported EPS Basic |
$ | 0.36 | 1.22 | 0.15 | ||||||||
Reported EPS Diluted |
$ | 0.36 | 1.21 | 0.15 | ||||||||
Assumptions: |
||||||||||||
Dividend yield |
4.00 | % | 4.07 | % | 4.08 | % | ||||||
Expected volatility |
28.85 | % | 29.74 | % | 30.00 | % | ||||||
Risk free interest rate |
3.81 | % | 2.94 - 3.91 | % | 3.15 | % | ||||||
Expected lives |
5 Years | 5 Years | 5 Years |
In December 2004, the FASB issued a revision of SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123R). This statement superseded APB Opinion No. 25 and its related guidance. SFAS 123R requires companies to expense the fair value of employee stock options and is effective for the first fiscal quarter beginning after June 15, 2005. On April 14, 2005 the SEC adopted a new rule that would extend the compliance date until the first quarter of 2006. Management plans to adopt SFAS 123R effective January 1, 2006 and is presently analyzing the alternative transition methods and option pricing models that are available under the new standard.
In December 2003, President Bush signed the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Modernization Act), which introduces a prescription drug benefit under Medicare, into law. On May 19, 2004, FASB issued FASB Staff Position FAS No. 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (FSP FAS No. 106-2) which provides guidance on accounting for the effects of the new Medicare prescription drug legislation by employers whose prescription drug benefits are actuarially equivalent to the drug benefit under Medicare Part D. The Corporation early adopted this FSP in the first quarter of 2004 and has recognized the effect of the Modernization Act in the calculation of its postretirement benefit liability as of January 1, 2004. This change is more fully described in Note 10 (Benefit Plans) of these consolidated financial statements.
3. Critical Accounting Policies The accounting and reporting policies of the Corporation are in accordance with accounting principles generally accepted within the United States of America and conform to general practices within the banking industry. Accounting and reporting policies for the allowance for loan losses, income taxes, mortgage servicing rights, derivative instruments and hedging activities, and pension and postretirement benefits are deemed critical since they involve the use of estimates and require significant management judgments. Application of assumptions different than those used by management could result in material changes in the Corporations financial position or results of operations. Note 1 (Summary of Significant Accounting Policies) and Note 4 (Allowance for Loan Losses), as described in the 2004 Form 10-K, provide considerable detail with regard to the Corporations methodology and reporting of the allowance for loan losses. Additional information for income tax accounting is contained within Note 1, as well as in Note 11 (Federal Income Taxes) as described in the 2004 Form 10-K. Accounting for mortgage servicing rights was also discussed in the 2004 Form 10-K in Note 1 and Note 6 (Mortgage Servicing Rights and Mortgage Servicing Activity). Derivative instruments and hedging activities are described more fully in Note 9 (Accounting for Derivatives) in these consolidated financial statements, as well as Note 1,
Note 16 (Fair Value Disclosure of Financial Instruments), and Note 17 (Financial Instruments with Off-Balance-Sheet Risk) of the 2004 Form 10-K. A description of the plans and the assumptions used to estimate the liabilities for pension and postretirement benefits is described in Note 12 (Benefit Plans) to the 2004 Form 10-K as well as Note 10 (Benefit Plans) in these consolidated financial statements.
4. Investment Securities All investment securities of the Corporation are classified as available for sale. The available for sale classification provides the Corporation with more flexibility to respond, through the portfolio, to changes in market interest rates, or to increases in loan demand or deposit withdrawals.
The Components of investment securities are as follows:
March 31, 2005 | ||||||||||||||||
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
U.S. Treasury securities
and U.S. Government
agency obligations |
$ | 935,209 | 117 | 21,454 | 913,872 | |||||||||||
Obligations of state and
political subdivisions |
101,370 | 1,981 | 159 | 103,192 | ||||||||||||
Mortgage-backed securities |
1,536,702 | 3,569 | 39,462 | 1,500,809 | ||||||||||||
Other securities |
254,287 | 951 | 1,540 | 253,698 | ||||||||||||
$ | 2,827,568 | 6,618 | 62,615 | 2,771,571 | ||||||||||||
Book Value | Fair Value | |||||||
Due in one year or less |
$ | 42,694 | 42,629 | |||||
Due after one year through five years |
2,299,738 | 2,248,083 | ||||||
Due after five years through ten years |
352,604 | 347,637 | ||||||
Due after ten years |
132,532 | 133,222 | ||||||
$ | 2,827,568 | 2,771,571 | ||||||
March 31, 2004 | ||||||||||||||||
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
U.S. Treasury securities
and U.S. Government
agency obligations |
$ | 771,141 | 5,069 | 1,994 | 774,216 | |||||||||||
Obligations of state and
political subdivisions |
103,276 | 3,878 | 35 | 107,119 | ||||||||||||
Mortgage-backed securities |
1,954,552 | 25,556 | 7,505 | 1,972,603 | ||||||||||||
Other securities |
266,747 | 2,848 | 4,765 | 264,830 | ||||||||||||
$ | 3,095,716 | 37,351 | 14,299 | 3,118,768 | ||||||||||||
Book Value | Fair Value | |||||||
Due in one year or less |
$ | 186,143 | 187,953 | |||||
Due after one year through five years |
2,224,289 | 2,238,894 | ||||||
Due after five years through ten years |
528,964 | 536,204 | ||||||
Due after ten years |
156,320 | 155,717 | ||||||
$ | 3,095,716 | 3,118,768 | ||||||
Expected maturities will differ from contractual maturities based on the issuers rights to call or prepay obligations with or without call or prepayment penalties. Securities with remaining maturities over five years consist of mortgage and asset backed securities.
The carrying amount of investment securities pledged to secure trust and public deposits and for purposes required or permitted by law amounted to approximately $2.1 billion at March 31, 2005, $1.9 billion at December 31, 2004, and $2.0 billion at March 31, 2004.
At March 31, 2005 and 2004, Federal Reserve Bank (FRB) and Federal Home Loan Bank (FHLB) stock amounted to $8.6 million, $104.0 million and $8.6 million, $99.7 million, respectively, and included in other securities in the preceding table. FRB and FHLB stock are classified as a restricted investment, carried at cost, and its value is determined by the ultimate recoverability of par value.
5. Allowance for loan losses (ALL) The Corporations Credit Policy Division manages credit risk by establishing common credit policies for its subsidiary bank, participating in approval of their loans, conducting reviews of loan portfolios, providing centralized consumer underwriting, collections and loan operation services, and overseeing loan workouts. The Corporations objective is to minimize losses from its commercial lending activities and to maintain consumer losses at acceptable levels that are stable and consistent with growth and profitability objectives.
The activity within the ALL for the current and prior year first quarters, and the full year ended December 31, 2004 is shown in the following table:
Quarter ended | Year ended | Quarter ended | ||||||||||
March 31, | December 31, | March 31, | ||||||||||
2005 | 2004 | 2004 | ||||||||||
Allowance for loan losses-beginning of
period |
$ | 97,296 | 91,459 | 91,459 | ||||||||
Loans charged off: |
||||||||||||
Commercial |
4,151 | 25,073 | 8,850 | |||||||||
Mortgage |
267 | 1,174 | 104 | |||||||||
Installment |
7,543 | 35,958 | 10,087 | |||||||||
Home equity |
752 | 3085 | 785 | |||||||||
Credit cards |
2,420 | 11254 | 2,755 | |||||||||
Manufactured housing |
| 443 | 286 | |||||||||
Leases |
1,607 | 2,012 | 799 | |||||||||
Total charge-offs |
$ | 16,740 | 78,999 | 23,666 | ||||||||
Recoveries: |
||||||||||||
Commercial |
1,028 | 6,068 | 898 | |||||||||
Mortgage |
55 | 42 | 25 | |||||||||
Installment |
2,725 | 11,545 | 2,847 | |||||||||
Home equity |
293 | 1,430 | 375 | |||||||||
Credit cards |
576 | 2,920 | 683 | |||||||||
Manufactured housing |
208 | 1,088 | 422 | |||||||||
Leases |
60 | 491 | 140 | |||||||||
Total recoveries |
$ | 4,945 | 23,584 | 5,390 | ||||||||
Net charge-offs |
$ | 11,795 | 55,415 | 18,276 | ||||||||
Allowance related to loans sold |
| (12,671 | ) | | ||||||||
Provision for loan losses |
11,614 | 73,923 | 40,390 | |||||||||
Allowance for loan losses-end of period |
$ | 97,115 | 97,296 | 113,573 | ||||||||
Allowance for loan losses: |
||||||||||||
As a percentage of loans outstanding |
1.49 | % | 1.51 | % | 1.75 | % | ||||||
As a
multiple of annualized net charge-offs and allowances related to
loans sold |
2.03 | X | 1.43 | X | 1.55 | X | ||||||
The $16.46 million overall decrease in the allowance for loan losses for the first quarter of 2005, compared to the first quarter of 2004, was primarily attributable to the additional provision taken in the first quarter of 2004. During the quarter ended March 31, 2004, the Corporation strengthened the allowance for loan losses by providing an additional $22.1 million above the quarters net charge-offs. During the first quarter 2004, Management observed that rising input costs such as plastic resins, steel and petroleum might impact certain segments of our commercial and industrial loan portfolio. Management also observed a higher level of nonaccrual loans from within the previously identified criticized loan levels. These observations led us to change some of the assumptions
utilized in the Corporations ALL methodology. Most notably, we shortened the historical period used for estimating loss migration factors, which had the effect of more heavily weighting recent loss history in the portfolio. Note 1 (Summary of Significant Accounting Policies) and Note 4 (Allowance for Loan Losses) in the 2004 Form 10-K more fully describe the components of the model.
6. Goodwill and Intangible Assets The following table summarizes goodwill and intangible assets:
At March 31, 2005 | At December 31, 2004 | At March 31, 2004 | ||||||||||||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||||||||||
Amount | Amortization | Amount | Amount | Amortization | Amount | Amount | Amortization | Amount | ||||||||||||||||||||||||||||
Amortizable intangible
assets: |
||||||||||||||||||||||||||||||||||||
Deposit base
intangible
assets |
$ | 10,137 | 5,713 | 4,424 | 10,137 | 5,490 | 4,647 | 10,137 | 4,823 | 5,314 | ||||||||||||||||||||||||||
Unamortizable
intangible
assets: |
||||||||||||||||||||||||||||||||||||
Goodwill |
$ | 139,245 | 139,245 | 139,245 | 139,245 | 139,245 | 139,245 | |||||||||||||||||||||||||||||
Amortizations expense for intangible assets was $0.22 million for both quarters ending March 31,2005 and 2004. The following table shows the estimated future amortization expense for deposit base intangible assets based on existing asset balances at December 31, 2004 for the yeas ended:
December 31, 2005 |
$ | 889 | ||
December 31, 2006 |
889 | |||
December 31, 2007 |
889 | |||
December 31, 2008 |
573 | |||
December 31, 2009 |
347 |
During the first quarter of 2005, the Corporation conducted its annual impairment testing as required by SFAS No. 142 Goodwill and Other Intangible Assets, and concluded that goodwill was not impaired.
7. Earnings per share The reconciliation between basic and diluted earnings per share (EPS) is presented as follows:
Quarter | Quarter | |||||||
ended | ended | |||||||
March 31, | March 31, | |||||||
2005 | 2004 | |||||||
BASIC EPS: |
||||||||
Net income applicable to common shares |
$ | 30,088 | 12,706 | |||||
Average common shares outstanding |
84,097 | 84,771 | ||||||
Net income per share basic |
$ | 0.36 | 0.15 | |||||
DILUTED EPS: |
||||||||
Net income available to common shares |
$ | 30,088 | 12,706 | |||||
Add: interest expense on convertible bonds |
7 | 7 | ||||||
30,095 | 12,713 | |||||||
Avg common shares outstanding |
84,097 | 84,771 | ||||||
Add: Equivalents from stock options |
345 | 360 | ||||||
Add: Equivalents-convertible bonds |
54 | 54 | ||||||
Average common shares and equivalents
outstanding |
84,496 | 85,185 | ||||||
Net income per common share diluted |
$ | 0.36 | 0.15 | |||||
For the quarters ended March 31, 2005 and 2004, options to purchase 2.2 million and 1.9 million shares, respectively, were outstanding, but not included in the computation of diluted earnings per share because they were antidilutive.
8. Segment Information The Corporation provides a diversified range of banking and certain nonbanking financial services and products through its various subsidiaries. Management reports the Corporations results through its major segment classification, Supercommunity Banking. Included in the Parent Company and Other Subsidiaries category are certain nonbanking affiliates and portions of certain assets, capital, and support functions not specifically identifiable with Supercommunity Banking.
The Corporations business is conducted solely in the United States. The following tables present a summary of financial results as of and for the three-month periods ended March 31, 2005 and 2004 and the full year ended December 31, 2004:
Parent | ||||||||||||||||
Company and | ||||||||||||||||
Supercommunity | Other | FirstMerit | ||||||||||||||
March 31, 2005 | Banking | Subsidiaries | Eliminations | Consolidated | ||||||||||||
OPERATIONS
(thousands) : |
||||||||||||||||
Net interest income |
$ | 84,432 | 25,795 | (24,217 | ) | 86,010 | ||||||||||
Provision for loan losses |
11,766 | (152 | ) | | 11,614 | |||||||||||
Other income |
44,786 | 153 | | 44,939 | ||||||||||||
Other expenses |
74,719 | 1,189 | 3 | 75,911 | ||||||||||||
Net income |
29,633 | 31,298 | (30,843 | ) | 30,088 | |||||||||||
AVERAGES
(millions): |
||||||||||||||||
Assets |
10,146 | 1,259 | (1,178 | ) | 10,227 | |||||||||||
Loans |
6,488 | 4 | | 6,492 | ||||||||||||
Earnings assets |
9,407 | 1,115 | (1,100 | ) | 9,422 | |||||||||||
Deposits |
7,404 | | (49 | ) | 7,355 | |||||||||||
Shareholders equity |
801 | 1,161 | (984 | ) | 978 |
Parent | ||||||||||||||||
Company and | ||||||||||||||||
Supercommunity | Other | FirstMerit | ||||||||||||||
December 31, 2004 | Banking | Subsidiaries | Eliminations | Consolidated | ||||||||||||
OPERATIONS
(thousands) : |
||||||||||||||||
Net interest income |
$ | 345,767 | 91,634 | (86,596 | ) | 350,805 | ||||||||||
Provision for loan losses |
73,732 | 191 | | 73,923 | ||||||||||||
Other income |
173,532 | 753 | | 174,285 | ||||||||||||
Other expenses |
311,119 | 804 | 6 | 311,929 | ||||||||||||
Net income |
100,076 | 110,784 | (107,646 | ) | 103,214 | |||||||||||
AVERAGES
(millions): |
||||||||||||||||
Assets |
10,255 | 1,270 | (1,207 | ) | 10,318 | |||||||||||
Loans |
6,490 | 4 | | 6,494 | ||||||||||||
Earnings assets |
9,502 | 1,100 | (1,086 | ) | 9,516 | |||||||||||
Deposits |
7,526 | | (86 | ) | 7,440 | |||||||||||
Shareholders equity |
789 | 1,165 | (970 | ) | 984 |
Parent | ||||||||||||||||||||||||
Company and | ||||||||||||||||||||||||
Supercommunity | Other | FirstMerit | ||||||||||||||||||||||
March 31, 2004 | Banking | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||
OPERATIONS (thousands) : |
||||||||||||||||||||||||
Net interest income |
$ | 87,877 | 23,349 | (22,224 | ) | 89,002 | ||||||||||||||||||
Provision for loan losses |
40,379 | 11 | | 40,390 | ||||||||||||||||||||
Other income |
44,878 | 208 | | 45,086 | ||||||||||||||||||||
Other expenses |
76,478 | 377 | 9 | 76,864 | ||||||||||||||||||||
Net income |
11,954 | 13,665 | (12,913 | ) | 12,706 | |||||||||||||||||||
AVERAGES
(millions) : |
||||||||||||||||||||||||
Assets |
10,397 | 1,315 | (1,249 | ) | 10,463 | |||||||||||||||||||
Loans |
6,521 | 4 | | 6,525 | ||||||||||||||||||||
Earnings assets |
9,637 | 1,113 | (1,098 | ) | 9,652 | |||||||||||||||||||
Deposits |
7,536 | | (94 | ) | 7,442 | |||||||||||||||||||
Shareholders equity |
801 | 1,183 | (982 | ) | 1,002 |
9. Accounting for Derivatives The Corporation follows the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities as amended by SFAS No. 149, in accounting for its derivative activities. At March 31, 2005, the Corporation had various interest rate swaps in place that were accounted for as fair value hedges under SFAS No. 133 since their purpose is to swap fixed interest rate liabilities and assets to a variable interest rate basis. All but one of the interest rate swaps are associated with the Corporations fixed-rate commercial loan swap program that was initiated during the first quarter of 2003 and the remaining interest rate swap converts the fixed interest rate of mandatorily redeemable trust preferred securities to a variable rate. All of these interest rate swaps, with the exception of the one associated with the mandatorily redeemable trust preferred securities, qualify for the shortcut method of accounting as prescribed in SFAS No. 133. The shortcut method of accounting requires that the hedge and the hedged item meet certain qualifying criteria. If the swap qualifies for the shortcut method of accounting then no hedge ineffectiveness can be assumed and the need to test for ongoing effectiveness is eliminated. For hedges that qualify for the shortcut method of accounting, the fair value of the swap and the fair value of the hedged item are recorded on the balance sheets and statements of income and comprehensive income. The remaining hedge does not meet all the criteria necessary to be considered for the shortcut method of accounting. Therefore, the long-haul method of accounting is utilized. The long-haul method of accounting requires periodic testing of hedge effectiveness with the portion of the hedge deemed to be ineffective reported in other operating expense.
In the third quarter of 2004, the Corporation entered into forward swap agreements which, in effect, fixed the borrowing costs of certain variable rate liabilities in the future. These transactions did not qualify for the short-cut method of accounting under SFAS No. 133 as previously discussed. The Corporation classified these transactions as cash flow hedges, with any hedge ineffectiveness being reported in current earnings. It is anticipated that the hedge will prove to be highly effective. A correlation analysis performed at quarter-end proved that the hedge was effective.
Additionally, in the normal course of business, the Corporation sells originated mortgage loans into the secondary mortgage loan markets. The Corporation maintains a risk management
program to protect and manage interest-rate risk and pricing associated with its mortgage commitment pipeline. The Corporations mortgage commitment pipeline included interest-rate lock commitments (IRLCs) that have been extended to borrowers who have applied for loan funding and met certain defined credit and underwriting standards. During the term of the IRLCs, the Corporation is exposed to interest-rate risk, in that the value of the IRLCs may change significantly before the loans close. To mitigate this interest-rate risk, the Corporation enters into various derivatives by selling loans forward to investors using forward commitments. In accordance with SFAS No. 133, the Corporation classifies and accounts for IRLCs as nondesignated derivatives that are recorded at fair value with changes in value recorded to current earnings. The forward sale commitments used to manage the risk on the IRLCs are also classified and accounted for as nondesignated derivatives and, therefore, recorded at fair value with changes recorded to current earnings. During 2003, the Corporation implemented a SFAS No. 133 hedging program for its mortgage loan warehouse to gain protection for the changes in fair value of the mortgage loan warehouse and the forward commitments. As such, both the mortgage loan warehouse the forward commitments are recorded at fair value with changes in value recorded to current earnings.
In 2003, the Corporation began to enter into derivative contracts by purchasing To Be Announced Mortgage Backed Securities (TBA Securities) to help mitigate the interest-rate risk associated with its mortgage servicing rights (MSR). During the third quarter of 2004, options on treasury securities, options on mortgage-backed securities and swaptions were utilized to enhance the effectiveness of the economic hedge associated with the MSR. In Note 6 to the 2004 Form 10-K, the Corporations basis for accounting for mortgage servicing rights is discussed in more detail. In accordance with SFAS No. 133, the Corporation classifies and accounts for all three of these instruments as nondesignated derivatives. Accordingly, these securities are recorded at fair value with changes in value recorded to current earnings in loan sales and servicing income. At March 31, 2005, the Corporation did not have any TBA Securities, options, or swaptions outstanding.
10. Benefit Plans The Corporation sponsors several qualified and nonqualified pension and other postretirement benefit plans for certain of its employees. The net periodic benefit cost is based on estimated values provided by outside actuaries. The components of net periodic benefit cost are as follows:
Pension Benefits | ||||||||
Quarter ended | Quarter ended | |||||||
March 31, | March 31, | |||||||
2005 | 2004 | |||||||
Components of Net Periodic Pension Cost
|
||||||||
Service Cost |
$ | 1,597 | 1,922 | |||||
Interest Cost |
2,206 | 2,057 | ||||||
Expected return on assets |
(2,875 | ) | (2,851 | ) | ||||
Amortization of unrecognized: |
||||||||
Transition (asset) |
| 473 | ||||||
Prior service costs |
58 | 87 | ||||||
Cumulative net (gain) loss |
863 | 67 | ||||||
Net periodic pension cost |
$ | 1,849 | 1,755 | |||||
Postretirement Benefits | ||||||||
Quarter ended | Quarter ended | |||||||
March 31, | March 31, | |||||||
2005 | 2004 | |||||||
Components of Net Periodic
Postretirement Cost |
||||||||
Service Cost |
$ | 201 | 192 | |||||
Interest Cost |
385 | 502 | ||||||
Amorization of unrecognized: |
||||||||
Transition (asset) |
| 39 | ||||||
Prior service costs |
(135 | ) | 92 | |||||
Cumulative net (gain) loss |
24 | (102 | ) | |||||
Net periodic postretirement cost |
$ | 475 | 723 | |||||
The Corporation does not anticipate making a contribution to the pension plan during 2005.
On December 8, 2003, President Bush signed the Modernization Act into law as disclosed in Note 2 of these consolidated financial statements. This law provides for a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to the benefit established by the Modernization Act. The federal subsidy in the Modernization Act resulted in a $1.6 million reduction in our accumulated postretirement benefit obligation. Concurrently during 2004, the Corporation amended its postretirement benefits plan to limit and cap benefits prospectively. The total impact of both changes on our actuarial liability was a decrease of $13.6 million and is being accounted for as an actuarial gain that will be amortized as a reduction of our periodic cost and liability.
11. Contingencies The nature of the Corporations business results in a certain amount of litigation. Accordingly, FirstMerit Corporation and its subsidiaries are subject to various pending and threatened lawsuits in which claims for monetary damages are asserted. Management, after consultation with legal counsel, is of the opinion that the ultimate liability of such pending matters would not have a material effect on the Corporations financial condition and results of operations.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
AVERAGE CONSOLIDATED BALANCE SHEETS (Unaudited)
Fully-tax Equivalent Interest Rates and Interest Differential
Three months ended | Year ended | Three months ended | ||||||||||||||||||||||||||||||||||
March 31, 2005 | December 31, 2004 | March 31, 2004 | ||||||||||||||||||||||||||||||||||
Average | Average | Average | Average | Average | Average | |||||||||||||||||||||||||||||||
FIRSTMERIT CORPORATION AND SUBSIDIARIES | Balance | Interest | Rate | Balance | Interest | Rate | Balance | Interest | Rate | |||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||||||||||||||
Cash and due from banks |
$ | 190,740 | 213,994 | 212,358 | ||||||||||||||||||||||||||||||||
Investment securities: |
||||||||||||||||||||||||||||||||||||
U.S. Treasury securities and U.S. Government agency
obligations (taxable) |
2,518,784 | 23,818 | 3.83 | % | 2,602,317 | 97,037 | 3.73 | % | 2,704,073 | 25,565 | 3.80 | % | ||||||||||||||||||||||||
Obligations of states and political subdivisions (tax
exempt) |
101,571 | 1,763 | 7.04 | % | 103,402 | 7,311 | 7.07 | % | 102,455 | 1,829 | 7.18 | % | ||||||||||||||||||||||||
Other securities |
253,797 | 2,749 | 4.39 | % | 259,764 | 9,735 | 3.75 | % | 264,522 | 2,483 | 3.78 | % | ||||||||||||||||||||||||
Total investment securities |
2,874,152 | 28,330 | 4.00 | % | 2,965,483 | 114,083 | 3.85 | % | 3,071,050 | 29,877 | 3.91 | % | ||||||||||||||||||||||||
Federal funds sold and other interest earning assets |
2,263 | 14 | 2.51 | % | 2,001 | 30 | 1.50 | % | 1,674 | 4 | 0.96 | % | ||||||||||||||||||||||||
Loans held for sale |
53,234 | 627 | 4.78 | % | 55,002 | 2,089 | 3.80 | % | 54,007 | 439 | 3.27 | % | ||||||||||||||||||||||||
Loans |
6,492,044 | 99,546 | 6.22 | % | 6,493,472 | 383,905 | 5.91 | % | 6,525,147 | 96,207 | 5.93 | % | ||||||||||||||||||||||||
Total earning assets |
9,421,693 | 128,517 | 5.53 | % | 9,515,958 | 500,107 | 5.26 | % | 9,651,878 | 126,527 | 5.27 | % | ||||||||||||||||||||||||
Allowance for loan losses |
(96,438 | ) | (100,959 | ) | (97,033 | ) | ||||||||||||||||||||||||||||||
Other assets |
710,770 | 689,312 | 689,236 | |||||||||||||||||||||||||||||||||
Total assets |
$ | 10,226,765 | 10,318,305 | 10,456,439 | ||||||||||||||||||||||||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||||||||||||||
Demand non-interest bearing |
$ | 1,447,226 | | | 1,398,112 | | | 1,330,056 | | | ||||||||||||||||||||||||||
Demand interest bearing |
820,974 | 956 | 0.47 | % | 805,419 | 2,152 | 0.27 | % | 767,287 | 366 | 0.19 | % | ||||||||||||||||||||||||
Savings and money market accounts |
2,392,023 | 6,375 | 1.08 | % | 2,473,728 | 19,145 | 0.77 | % | 2,483,451 | 4,314 | 0.70 | % | ||||||||||||||||||||||||
Certificates and other time deposits |
2,694,466 | 20,600 | 3.10 | % | 2,762,975 | 81,540 | 2.95 | % | 2,861,327 | 21,631 | 3.04 | % | ||||||||||||||||||||||||
Total deposits |
7,354,689 | 27,931 | 1.54 | % | 7,440,234 | 102,837 | 1.38 | % | 7,442,121 | 26,311 | 1.42 | % | ||||||||||||||||||||||||
Securities sold under agreements to repurchase |
1,326,242 | 8,841 | 2.70 | % | 1,447,629 | 26,259 | 1.81 | % | 1,547,575 | 6,138 | 1.60 | % | ||||||||||||||||||||||||
Wholesale borrowings |
412,149 | 5,059 | 4.98 | % | 307,867 | 17,494 | 5.68 | % | 310,767 | 4,387 | 5.68 | % | ||||||||||||||||||||||||
Total Interest bearing liabilities |
7,645,854 | 41,831 | 2.22 | % | 7,797,618 | 146,590 | 1.88 | % | 7,970,407 | 36,836 | 1.86 | % | ||||||||||||||||||||||||
Other liabilities |
155,797 | 139,046 | 154,719 | |||||||||||||||||||||||||||||||||
Shareholders equity |
977,888 | 983,529 | 1,001,257 | |||||||||||||||||||||||||||||||||
Total liabilities and shareholders equity |
$ | 10,226,765 | 10,318,305 | 10,456,439 | ||||||||||||||||||||||||||||||||
Net yield on earning assets |
$ | 9,421,693 | 86,686 | 3.73 | % | 9,515,958 | 353,517 | 3.71 | % | 9,651,878 | 89,691 | 3.74 | % | |||||||||||||||||||||||
Interest rate spread |
3.31 | % | 3.38 | % | 3.41 | % | ||||||||||||||||||||||||||||||
Notes: Interest income on tax-exempt securities and loans have been adjusted to a fully-taxable equivalent basis.
Nonaccrual loans have been included in the average balances.
RESULTS OF OPERATIONS
FirstMerit Corporation recorded first quarter 2005 net income of $30.1 million, or $0.36 per diluted share. This compares with $12.7 million, or $0.15 per diluted share, for the first quarter of 2004. The increase in earnings was primarily attributable to the Company lowering its loan loss provision $28.8 million compared with first quarter of 2004. During the first quarter of 2004, the Company strengthened the allowance for loan losses by providing an additional $22.1 million above that quarters net charge-offs.
Annualized return on average common equity (ROE) and average assets (ROA) for the quarter were 12.48% and 1.19%, respectively, compared with 5.10% and 0.49% for the first quarter of 2004.
Total revenue, defined as net interest income on a fully tax-equivalent (FTE) basis plus non-interest income net of securities transactions, totaled $129.8 million for first quarter of 2005, compared with $134.7 million for the first quarter of 2004. FTE net interest income in the quarter declined 3.35% year-over-year, to $86.7 million from $89.7 million. FTE net interest income after the provision for loan loss in the first quarter of 2005 increased $25.8 million, or 52.27%, from the first quarter of 2004, primarily as a result of lower credit-related charges due to the Companys improved asset quality and the strengthening of the allowance for loan losses during the first quarter of 2004.
Average earning assets for the first quarter of 2005 declined 2.38%, compared with the first quarter of 2004, primarily from a planned reduction in the investment portfolio representing the Companys de-leverage strategy to manage interest rate risk. Compared with the fourth quarter of 2004, average earning assets grew $106.9 million, or 1.15%.
Non-interest income excluding securities transactions for the first quarter of 2005 totaled $43.1 million, compared with $45.0 million for the first quarter of 2004. For the same period, credit card and ATM service fees increased $0.7 million, and $0.2 million, for respective increases of 8.62% and 7.68%. Offsetting those increases were loan sales and servicing income that declined $0.9 million, or 45.48%, and investment services and insurance fees that decreased $1.0 million, or 25.42%.
The Company reported $75.9 million in non-interest expenses for the first quarter of 2005, compared with $76.9 million for the first quarter of 2004. Included in the first quarter 2005 expenses is a $2.1 million addition to legal reserves. Non-interest expenses declined $4.4 million compared with the fourth quarter of 2004, representing a 5.44% decrease.
As of March 31, 2005, non-performing assets were $46.7 million, an increase of $0.8 million, or 1.77%, from December 31, 2004 levels. Non-performing assets declined $41.8 million, or 47.21%, from March 31, 2004. Non-performing assets were 0.71% of period-end loans plus other real estate (ORE) at March 31, 2005, equivalent to the December 31, 2004 measure. At March 31, 2004, non-performing assets were 1.36% of period-end loans plus ORE. Net charge-offs for the first quarter of 2005 were $11.8 million, compared with $18.3 million for the first quarter of 2004, a decline of $6.5 million, or 35.46%. Compared with the previous
quarter, net charge-offs decreased $0.8 million. Net charge-offs to average loans in the first quarter of 2005 improved to 0.74%, compared with 0.78% for the prior quarter and 1.13% for the first quarter of 2004.
The Company recorded $11.6 million of loan loss provision in the first quarter of 2005, compared with $40.4 million in the first quarter of 2004. In the fourth quarter of 2004 the loan loss provision was $9.4 million.
The allowance for credit losses at March 31, 2005 was 1.59% of period-end loans, compared with 1.60% on December 31, 2004 and 1.85% on March 31, 2004. The Company added $0.7 million to the allowance for credit losses in the first quarter of 2005 in support of a growing lending portfolio that increased $97.5 million, or 1.52% over the prior quarter. The decline in the allowance for credit losses as a percentage of period-end loans from December 31, 2004 reflects continued strengthening of the overall quality of the loan portfolio.
Assets at March 31, 2005 totaled $10.3 billion, compared with $10.5 billion at March 31, 2004, representing a 1.75% decrease. The Companys total assets did increase from December 31, 2004 by 1.50%. Deposits totaled $7.3 billion at March 31, 2005, declining 0.77% from March 31, 2004. The Companys decision to allow higher-cost CDs to roll off the balance sheet has contributed to the overall decline in deposit balances over the past twelve months. Over that time period, time deposits declined 3.44%, while lower-cost core deposits increased 0.84%. Core deposits now account for 63.27% of deposits at March 31, 2005, compared to 62.26% at March 31, 2004.
Shareholder equity was $946.7 million at March 31, 2005. The Companys capital position remains strong, as tangible equity to assets was 7.93% at quarter-end. The common dividend per share paid during the quarter was $0.27 share. During the first quarter of 2005 the Company repurchased 816,208 common shares. Period-end common shares outstanding totaled 83.6 million.
Net Interest Income
Net interest income, the Corporations principal source of earnings, is the difference between interest income generated by earning assets (primarily loans and investment securities) and interest paid on interest-bearing funds (namely customer deposits, securities sold under agreements to repurchase and wholesale borrowings). Net interest income for the quarter ended March 31, 2005 was $86.0 million compared to $89.0 million for the three months ended March 2004. The $3.0 million decline in net interest income occurred because the $5.0 million increase in interest expense, compared to the same quarter last year was less than the $2.0 million increase in interest income during the same period. For the purpose of this remaining discussion, net interest income is presented on a fully tax-equivalent (FTE) basis, to provide a comparison among all types of interest earning assets. That is, interest on tax-free securities and tax-exempt loans has been restated as if such interest were taxed at the statutory Federal income tax rate of 35%, adjusted for the non-deductible portion of interest expense incurred to acquire the tax-free assets. Net interest income presented on an FTE basis is a non-GAAP financial measure widely used by financial services corporations. The FTE adjustment was $0.7 million for both quarters ending March 31, 2005 and 2004.
FTE net interest income for the quarter ended March 31, 2005 was $86.7 million compared to $89.7 million for the three months ended March 31, 2004. The $3.0 million decline in FTE net interest income occurred because the $5.0 million increase in interest expense, compared to the same quarter last year, was more than the $2.0 million increase in interest income during the same period. As illustrated in the following rate/volume analysis table, interest income and interest expense both increased due to the rising interest rate environment.
As illustrated in the following table, the increased amount of interest income recorded in the 2005 first quarter compared to the same 2004 period, was primarily rate driven as higher yields on loans increased interest income by $4.4 million during those periods. The table also depicts similar three-month increases in interest expense, again caused by the continued rise in interest rates from 2004 through the first quarter of 2005. The higher rates paid on customer deposits and securities sold under agreements to repurchase in the 2005 quarter compared to the same 2004 period increased interest expense by $6.1 million.
Quarters ended March 31, 2005 and 2004 | ||||||||||||
Increases (Decreases) | ||||||||||||
RATE/VOLUME ANALYSIS | Volume | Rate | Total | |||||||||
(Dollars in thousands) | ||||||||||||
INTEREST
INCOME - FTE |
||||||||||||
Investment securities |
$ | (1,888 | ) | 341 | (1,547 | ) | ||||||
Loans held for sale |
(6 | ) | 194 | 188 | ||||||||
Loans |
(490 | ) | 3,829 | 3,339 | ||||||||
Federal funds sold |
2 | 8 | 10 | |||||||||
Total
interest income - FTE |
$ | (2,382 | ) | 4,372 | 1,990 | |||||||
INTEREST EXPENSE |
||||||||||||
Demand deposits-interest bearing |
$ | 28 | 562 | 590 | ||||||||
Savings and money market accounts |
(164 | ) | 2,225 | 2,061 | ||||||||
Certificates of deposits and
other time deposits |
(1,274 | ) | 243 | (1,031 | ) | |||||||
Securities sold under agreements
to repurchase |
(981 | ) | 3,684 | 2,703 | ||||||||
Wholesale borrowings |
1,297 | (625 | ) | 672 | ||||||||
Total interest expense |
$ | (1,094 | ) | 6,089 | 4,995 | |||||||
Net interest
income - FTE |
$ | (1,288 | ) | (1,717 | ) | (3,005 | ) | |||||
Net Interest Margin
The following table provides 2005 FTE net interest income and net interest margin totals as well as 2004 comparative amounts:
Quarters ended | ||||||||
March 31, | ||||||||
2005 | 2004 | |||||||
(Dollars in thousands) | ||||||||
Net interest income |
$ | 86,010 | 89,002 | |||||
Tax equivalent adjustment |
676 | 689 | ||||||
Net interest income FTE |
$ | 86,686 | 89,691 | |||||
Average earning assets |
$ | 9,421,693 | 9,651,878 | |||||
Net interest margin FTE |
3.73 | % | 3.74 | % | ||||
Average loan outstandings for the current year and prior year first quarters totaled $6.49 billion and $6.53 billion, respectively. Increases in average loan balances from first quarter 2004 to first quarter this year occurred in residential mortgage and home equity loans, while commercial, installment, credit card, and leases declined. Efforts to grow loan outstandings continue to be tempered by the less than robust economy that currently exists in the Corporations primary lending areas.
Specific changes in average loan outstandings, compared to first quarter 2004, were as follows: commercial loans down $8.7 million or 0.26%; installment loans, direct and indirect on a combined basis, down $45.4 million or 2.76%; home equity loans as a result of targeted marketing rose $36.4 million or 5.69%; credit card loans down $2.1 million or 1.43%; residential mortgage loans were up $29.6 million or 4.79%; and leases were down $42.8 million, or 33.83%. The majority of fixed-rate mortgage loan originations are sold to investors through the secondary mortgage loan market. Average outstanding loans for the 2005 and 2004 first quarters equaled 68.91% and 67.60% of average earning assets, respectively. The modest increase in this percentage illustrates that liquidity remains high and overall loan demand remains flat.
Average deposits were $7.35 billion during the 2005 first quarter, down $87.4 million, or 1.17%, from the same period last year. Growth occurred in core deposits, which are defined as checking accounts, savings accounts and money market savings products. For the quarter ended March 31, 2005, average core deposits increased $79.43 million or 1.73% and represented 63.36% of total average deposits compared to 61.55% for the 2004 first quarter. Average certificates of deposit (CDs) declined $166.86 million or 5.83% compared to the prior year quarter. Average wholesale borrowings increased $101.38 million and as a percentage of total interest-bearing funds equaled 5.39% for the 2005 first quarter and 3.90% for the same quarter one year ago. Securities sold under agreements to repurchase decreased $221.33 million and as a percentage of total interest bearing funds equaled 17.35% for the 2005 first quarter and 19.42% for the 2004 first quarter. The decrease of higher costing CDs was not completely offset by the influx of more liquid core deposits and was offset by an increase in wholesale borrowings. Average interest-bearing liabilities funded 81.15% of average earning assets in the current year quarter and 82.58% during the three months ended March 31, 2004.
In summary, loan growth over the past year occurred mainly in higher-yielding residential mortgage and home equity outstandings, resulting in a lower concentration of leases,
installment, credit card and commercial loans. Also, the funding mix for the quarter changed favorably as lower cost core deposits grew while, more expensive CDs and securities sold under agreements to repurchase declined.
Other Income
Other (non-interest) income for the quarter totaled $44.94 million, a decrease of $0.15 million from the $45.08 million earned during the same period one year ago.
Other income, net of securities gains, as a percentage of net revenue for the first quarter was 33.19% compared to 33.42% for the same quarter one year ago. Net revenue is defined as net interest income, on a fully tax-equivalent (FTE) basis, plus other income, less gains from securities sales.
Loan sales and servicing income accounted for $0.95 million of the overall $0.15 million decrease in other income and consisted of: a $0.27 million decrease in origination fees; a $0.96 million decrease in the mortgage servicing rights valuation allowance and a $0.36 million decrease in the gain on sale of mortgages; offset by a $0.64 million decrease in the amortization of mortgage servicing rights.
The remaining changes in other income, compared to the first quarter last year, were primarily as follows: trust department income, which benefited from the continuing improvement in the capital markets, was $5.51 million, up 2.78%; service charges on deposit accounts totaled $14.82 million, down 3.88% due in part to commercial accounts offsetting fees with increased balances; and investment services and insurance fees decreased $0.97 million. Credit card fees increased $0.7 million or 8.62%; ATM and other service fees increased 7.68%; income from bank owned life insurance decreased $0.05 million; and investment securities gains increased $1.80 million.
A significant component of loan sales and servicing income category is the income derived from mortgage servicing activities. The following is a summary of changes in capitalized Mortgage Servicing Rights (MSR), net of accumulated amortization and valuation allowance, included in the consolidated Balance Sheets:
Quarter ended | Quarter ended | Quarter ended | Quarter ended | Quarter ended | ||||||||||||||||
March 31, | December 31, | September 31, | June 30, | March 31, | ||||||||||||||||
(Dollars in thousands) | 2005 | 2004 | 2004 | 2004 | 2004 | |||||||||||||||
Balance at beginning of period |
$ | 18,261 | 18,099 | 18,258 | 16,424 | 18,127 | ||||||||||||||
Addition of mortgage
servicing rights |
703 | 931 | 1,117 | 1,495 | 855 | |||||||||||||||
Amortization |
(793 | ) | (877 | ) | (931 | ) | (1,422 | ) | (1,429 | ) | ||||||||||
Changes in valuation allowance |
225 | 108 | (345 | ) | 1,761 | (1,129 | ) | |||||||||||||
Balance at end of period |
$ | 18,396 | 18,261 | 18,099 | 18,258 | 16,424 | ||||||||||||||
On a quarterly basis, the Corporation assesses its capitalized servicing rights for impairment based on their current fair value. As permitted, the Corporation disaggregates its servicing rights portfolio based on loan type and interest rate which are the predominant risk
characteristics of the underlying loans. If any impairment results after current market assumptions are applied, the value of the servicing rights is reduced through the use of a valuation allowance, the balance of which is $11.4 thousand, $0.2 million, and $1.8 million at March 31, 2005, December 31, 2004 and March 31, 2004, respectively. The MSRs are amortized over the period of and in proportion to the estimated net servicing revenues.
These balances represent the rights to service approximately $1.94 billion, $2.03 billion and $1.94 billion of mortgage loans at March 31, 2005, December 31, 2004, and March 31, 2004, respectively. The portfolio primarily consists of conventional mortgages.
The Corporation continues to focus upon non-interest income (fee income) as a means by which to diversify revenue.
Other Expenses
Other (non-interest) expenses totaled $75.91 million for the first quarter compared to $76.86 million in 2004, a decrease of $0.95 million, or 1.24%.
For the three months ended March 31, 2005, increases in operating costs compared to first quarter 2004 occurred as follows: salaries, wages, pension and employee benefits, rose $0.33 million, primarily due to additional staff added to revenue-generating positions created to implement strategic revenue initiatives; occupancy expenses rose $0.52 million primarily due to inclement weather during the first quarter ; while professional fees decreased $1.0 million.
The efficiency ratio of 58.33% for first quarter 2005 was worse than the efficiency ratio of 56.89% recorded for the first quarter, 2004. The efficiency ratio for the three months ended March 31, 2005 indicates 58.33 cents of operating costs were spent in order to generate each dollar of net revenue.
Federal Income Taxes
Federal income tax expense totaled $13.3 million and $4.1 million for the quarter ended March 31, 2005 and 2004, respectively. The effective federal income tax rate for first quarter 2005 was 30.7% compared to 24.5% for the same quarter 2004. The increase in effective rate is primarily due to the relative change in pre-tax net income. Additional federal income tax information is contained in Note 11 (Federal Income Taxes) in the 2004 Form 10-K.
FINANCIAL CONDITION
Investment Securities
The March 31, 2005 amortized cost and market value of investment securities, including mortgage-backed securities, by average remaining term, are included in Note 4 (Investment Securities) to the unaudited consolidated financial statements.
These securities are purchased within an overall strategy to maximize future earnings taking into account an acceptable level of interest rate risk. While the maturities of the mortgage and asset-backed securities are beyond five years, these instruments provide periodic principal payments and include securities with adjustable interest rates, reducing the interest rate risk associated with longer-term investments.
Allowance for Credit Losses
During the fourth quarter of 2004, the Corporation reclassified the reserve of unfunded lending commitments from the allowance for loan losses to other liabilities. Amounts presented prior to December 31, 2004 have been reclassified to conform to the current presentation. In addition, the provision for credit losses associated with the unfunded lending commitments was reclassified from the provision for loan losses to other expense to conform to the current year presentation. The allowance for credit losses is the sum of the allowance for loan losses and the reserve for unfunded lending commitments.
During the quarter ended March 31, 2004, the Corporation strengthened the allowance for loan losses by $22.1 million above net charge-offs. During that quarter, Management observed that rising input costs such as plastic resins, steel and petroleum would impact certain segments of the commercial and industrial loan portfolio. We also observed a higher level of nonaccrual loans from within previously identified criticized loan levels while the economy was in an early stage of recovery. These observations led Management to change some of the assumptions used in the Corporations allowance for loan losses methodology by shortening the historical period used for estimating loss migration factors which had the effect of more heavily weighting recent loss history in the portfolio. Note 1 (Summary of Significant Accounting Policies) and Note 4 (Allowance for Loan Losses) in the 2004 Form 10-K more fully describe the components of the model.
During the third quarter of 2004, we analyzed and subsequently made further refinements to our allowance for loan losses model assumptions and methodology to better reflect current loss expectations. Criticized assets are down as well as retail delinquencies and charge-offs. We shortened the retail recovery period from five to three years, matching the retail loss period. We also averaged the Corporations commercial loan five year migration loss ratios with the Corporations two year loss ratios to better reflect the new underwriting standards that have been in effect for the last two years.
Quarter ended | Year Ended | Quarter ended | ||||||||||
March 31, | December 31, | March 31, | ||||||||||
2005 | 2004 | 2004 | ||||||||||
Allowance for Loan Losses |
||||||||||||
Allowance for loan losses-beginning of period |
$ | 97,296 | 91,459 | 91,459 | ||||||||
Provision for loan losses |
11,614 | 73,923 | 40,390 | |||||||||
Loans charged off |
(16,740 | ) | (78,999 | ) | (23,666 | ) | ||||||
Recoveries on loans previously charged off |
4,945 | 23,584 | 5,390 | |||||||||
Allowance related to loans sold |
| (12,671 | ) | | ||||||||
Allowance for loan losses-end of period |
$ | 97,115 | 97,296 | 113,573 | ||||||||
Reserve for Unfunded Lending Commitments |
||||||||||||
Balance at beginning of period |
$ | 5,774 | 6,094 | 6,094 | ||||||||
Provision for credit losses |
705 | (320 | ) | 594 | ||||||||
Balance at end of period |
$ | 6,479 | 5,774 | 6,688 | ||||||||
Allowance for Credit Losses |
$ | 103,594 | 103,070 | 120,261 | ||||||||
Annualized net charge-offs and allowance
related
to loans sold as a % of average loans |
0.74 | % | 1.05 | % | 1.13 | % | ||||||
Allowance for credit losses: |
||||||||||||
As a percentage of loans outstanding |
1.59 | % | 1.60 | % | 1.85 | % | ||||||
As a percentage of of nonperforming loans |
251.44 | % | 254.39 | % | 148.09 | % | ||||||
Loans
Total loan outstandings at March 31, 2005 were $6.5 billion compared to $6.4 billion at December 31, 2004 and $6.5 billion at March 31, 2004.
The commercial loan portfolio increased by 3.28% over the linked quarter, but continues to be impacted by lower demand for credit in our region. While the Corporation originated $102.4 million of mortgage loans in the first quarter 2005, compared to $116.4 million in same quarter of 2004, and $590.9 billion for the full year ended December 31, 2004, the majority of these loans were fixed rate mortgages and sold with servicing rights retained. Further discussion of the Corporations loan mix strategy as well as changes in average balances for the quarter ended March 31, 2005 compared to the quarter ended March 31, 2004 can be found in the Net Interest Income section of this document.
As of | As of | As of | ||||||||||
March 31, | December 31, | March 31, | ||||||||||
(Dollars in thousands) | 2005 | 2004 | 2004 | |||||||||
Commercial loans |
$ | 3,392,614 | 3,285,012 | 3,358,523 | ||||||||
Mortgage loans |
637,885 | 639,715 | 608,162 | |||||||||
Installment loans |
1,601,498 | 1,598,588 | 1,635,819 | |||||||||
Home equity loans |
677,724 | 676,230 | 639,407 | |||||||||
Credit card loans |
137,044 | 145,042 | 140,491 | |||||||||
Leases |
83,781 | 88,496 | 125,434 | |||||||||
Total Loans |
$ | 6,530,546 | 6,433,083 | 6,507,836 | ||||||||
Expected cash flow and interest rate information for commercial loans is presented in the following table:
As of | ||||
(Dollars in thousands) | March 31, 2005 | |||
Due in one year or less |
$ | 1,487,658 | ||
Due after one year but within five years |
1,578,632 | |||
Due after five years |
326,324 | |||
Totals |
$ | 3,392,614 | ||
Due after one year with a predetermined fixed interest
rate |
$ | 984,531 | ||
Due after one year with a floating interest rate |
920,425 | |||
Totals |
$ | 1,904,956 | ||
The following table summarizes the Corporations nonperforming assets:
March 31, | December 31, | March 31, | ||||||||||
(Dollars in thousands) | 2005 | 2004 | 2004 | |||||||||
Nonperforming commercial loans |
$ | 34,207 | 33,831 | 71,596 | ||||||||
Other nonaccrual loans: |
6,994 | 6,685 | 9,611 | |||||||||
Total nonperforming loans |
41,201 | 40,516 | 81,207 | |||||||||
Other real estate (ORE) |
5,502 | 5,375 | 7,265 | |||||||||
Total nonperforming assets |
$ | 46,703 | 45,891 | 88,472 | ||||||||
Loans past due 90 day or more
accruing interest |
$ | 22,899 | 20,703 | 20,995 | ||||||||
Total nonperforming assets as a
percentage of total loans and
ORE |
0.71 | % | 0.71 | % | 1.36 | % | ||||||
The following is a nonaccrual commercial loan flow analysis:
(Dollars in thousands) | ||||||||||||||||||||
Period End | 1Q05 | 4Q04 | 3Q04 | 2Q04 | 1Q04 | |||||||||||||||
Nonaccrual commercial loans beginning of
period |
$ | 33,831 | 33,812 | 33,080 | 71,596 | 63,424 | ||||||||||||||
Credit Actions: |
||||||||||||||||||||
New |
11,315 | 13,766 | 9,094 | 10,211 | 26,754 | |||||||||||||||
Loan and lease losses |
(3,904 | ) | (4,665 | ) | (1,857 | ) | (7,253 | ) | (7,650 | ) | ||||||||||
Charged down |
(1,874 | ) | (137 | ) | (1,009 | ) | (1,859 | ) | (1,387 | ) | ||||||||||
Return to accruing status |
(2,130 | ) | (4,449 | ) | (345 | ) | (744 | ) | (3,295 | ) | ||||||||||
Payments |
(3,031 | ) | (4,496 | ) | (5,151 | ) | (3,937 | ) | (6,250 | ) | ||||||||||
Sales |
| | | (34,934 | ) | | ||||||||||||||
Nonaccrual commercial loans end of period |
$ | 34,207 | 33,831 | 33,812 | 33,080 | 71,596 | ||||||||||||||
The quarterly flow of new nonaccrual commercial loans has slowed significantly reflecting the impact of an improved regional economy and improved underwriting standards. The allowance for credit losses covers nonperforming loans by 251.44% compared to 148.09% at the end of the prior year quarter. See Note 1 (Summary of Significant Accounting Policies) of the 2004 Form 10-K for a summary of the Corporations nonaccrual and charge off policies.
Deposits
The following schedule illustrates the change in composition of the average balances of deposits and average rates paid for the noted periods:
Quarter Ended | Year Ended | Quarter Ended | ||||||||||||||||||||||
March 31, 2005 | December 31, 2004 | March 31, 2004 | ||||||||||||||||||||||
Average | Average | Average | Average | Average | Average | |||||||||||||||||||
(Dollars in thousands) | Balance | Rate | Balance | Rate | Balance | Rate | ||||||||||||||||||
Non-interest DDA |
$ | 1,447,226 | | 1,398,112 | | 1,330,056 | | |||||||||||||||||
Interest-bearing DDA |
820,974 | 0.47 | % | 805,419 | 0.27 | % | 767,287 | 0.19 | % | |||||||||||||||
Savings and money market
accounts |
2,392,023 | 1.08 | % | 2,473,728 | 0.77 | % | 2,483,451 | 0.70 | % | |||||||||||||||
CDs and other time deposits |
2,694,466 | 3.10 | % | 2,762,975 | 2.95 | % | 2,861,327 | 3.04 | % | |||||||||||||||
Total customer deposits |
$ | 7,354,689 | 1.54 | % | 7,440,234 | 1.38 | % | 7,442,121 | 1.42 | % | ||||||||||||||
Securities sold under
agreements to repurchase |
1,326,242 | 2.70 | % | 1,447,629 | 1.81 | % | 1,547,575 | 1.60 | % | |||||||||||||||
Wholesale borrowings |
412,149 | 4.98 | % | 307,867 | 5.68 | % | 310,767 | 5.68 | % | |||||||||||||||
Total funds |
$ | 9,093,080 | 9,195,730 | 9,300,463 | ||||||||||||||||||||
Interest-bearing and non-interest-bearing demand deposits, on a combined basis, averaged $2.27 billion during the 2005 first quarter, up $170.86 million or 8.15% from first quarter 2004. Savings deposits, including money market savings accounts averaged $2.39 billion, $91.43 million or 3.68% lower than the year ago quarter. The sum of demand and savings accounts, often referred to as core deposits, grew $79.43 million or 1.73%, and represented 63.36% of total average deposits for the first quarter, 2005 compared to 61.55% last year.
The weighted-average yield paid on interest-bearing core deposits during the quarter at 0.91% was 34 basis points more than last years average core deposits rate. Average CDs, still the largest individual component of deposits, totaled $2.69 billion for the first quarter, down 5.83% from the same quarter last year. Average rates paid on CDs rose 6 basis points from 3.04% in the 2004 quarter to 3.10% this year. On a percentage basis, average CDs were 35.24% and 35.9%, respectively, of total interest-bearing funds for the March 31, 2005 and 2004 quarters.
Securities sold under agreements to repurchase decreased to 17.35% of interest-bearing funds during the three months ended March 31, 2005 from 19.42% for the March 31, 2004 quarter. Interest-bearing liabilities funded 81.15% of average earning assets during the quarter ended March 31, 2005 and 82.58% during the quarter ended March 31, 2004. Wholesale funds increased to 5.39% of interest-bearing funds during the first quarter, 2005 from 3.90% in the year ago quarter. In summary, there was a significant increase in average core deposits during the quarter compared to the same period in 2004. The Corporations change in funding mix from higher priced CDs toward less expensive core deposits has helped to mitigate the decline in net interest margin.
The following table summarizes scheduled maturities of CDs of $100 thousand or more (Jumbo CDs) that were outstanding as of March 31, 2005:
Maturing in: | Amount | |||
(Dollars in thousands) |
||||
Under 3 months |
$ | 425,732 | ||
3 to 12 months |
266,362 | |||
Over 12 months |
132,909 | |||
$ | 825,003 | |||
Market Risk
Market risk refers to potential losses arising from changes in interest rates, foreign exchange rates, equity prices and commodity prices, including the correlation among these factors and their volatility. The Corporation is primarily exposed to interest rate risk as a result of offering a wide array of financial products to its customers.
Changes in market interest rates may result in changes in the fair market value of the Corporations financial instruments, cash flows, and net interest income. The Corporation seeks to achieve consistent growth in net interest income and capital while managing volatility arising from shifts in market interest rates. The Asset and Liability Committee (ALCO) oversees market risk management, establishing risk measures, limits, and policy guidelines for managing the amount of interest rate risk and its effect on net interest income and capital. According to these policies, responsibility for measuring and the management of interest rate risk resides in the Corporate Treasury function.
Interest rate risk on the Corporations consolidated balance sheets consists of reprice, option, and basis risks. Reprice risk results from differences in the maturity, or repricing, of asset and liability portfolios. Option risk arises from embedded options present in many financial instruments such as loan prepayment options, deposit early withdrawal options and interest rate options. These options allow customers opportunities to benefit when market interest rates change, which typically results in higher net revenue for the Corporation. Basis risk refers to the potential for changes in the underlying relationship between market rates or indices, which subsequently result in a narrowing of profit spread on an earning asset or liability. Basis risk is also present in administered rate liabilities, such as interest-bearing checking accounts, savings accounts and money market accounts where historical pricing relationships to market rates may change due to the level or directional change in market interest rates.
The interest rate risk position is measured and monitored using risk management tools, including earnings simulation modeling and economic value of equity sensitivity analysis, which capture both near-term and long-term interest rate risk exposures. Combining the results from these separate risk measurement processes allows a reasonably comprehensive view of short-term and long-term interest rate risk in the Corporation.
Earnings simulation involves forecasting net interest earnings under a variety of scenarios including changes in the level of interest rates, the shape of the yield curve, and spreads between market interest rates. The sensitivity of net interest income to changes in interest rates is measured using numerous interest rate scenarios including shocks, gradual ramps, curve flattening, curve steepening as well as forecasts of likely interest rates scenarios. Presented below is the Corporations interest rate risk profile as of March 31, 2005:
Immediate Change in Rates and Resulting Percentage Increase/(Decrease) in Net Interest Income:
-100 basis points | +100 basis points | +200 basis points | ||||||||||
March 31, 2005 |
(1.98 | %) | 0.02 | % | (1.00 | %) |
Modeling the sensitivity of net interest earnings to changes in market interest rates is highly dependent on numerous assumptions incorporated into the modeling process. To the extent that actual performance is different than what was assumed, actual net interest earnings sensitivity may be different than projected. The assumptions used in the models are managements best estimate based on studies conducted by the ALCO department. The ALCO department uses a data-warehouse to study interest rate risk at a transactional level and uses various ad-hoc reports to refine assumptions continuously. Assumptions and methodologies regarding administered rate liabilities (e.g., savings, money market and interest-bearing checking accounts), balance trends, and repricing relationships reflect managements best estimate of expected behavior and these assumptions are reviewed regularly.
The Corporation also has longer-term interest rate risk exposure, which may not be appropriately measured by earnings sensitivity analysis. ALCO uses economic value of equity, or EVE, sensitivity analysis to study the impact of long-term cash flows on earnings and capital. Economic value of equity involves discounting present values of all cash flows on the balance sheet and off balance sheet items under different interest rate scenarios. The discounted present value of all cash flows represents the Corporations economic value of equity. The analysis requires modifying the expected cash flows in each interest rate scenario, which will impact the discounted present value. The amount of base-case measurement and its sensitivity to shifts in the yield curve allow management to measure longer-term repricing and option risk in the balance sheet. Presented below is the Corporations EVE profile as of March 31, 2005:
Immediate Change in Rates and Resulting Percentage Increase/(Decrease) in EVE:
-100 basis points | +100 basis points | +200 basis points | ||||||||||
March 31, 2005 |
(5.17 | %) | (0.57 | %) | (2.56 | %) |
Capital Resources
Shareholders equity at March 31, 2005 totaled $946.7 million compared to $981.3 million at
December 31, 2004 and $1.0 billion at
March 31, 2004.
The following table reflects the various measures of capital:
March 31, | December 31, | March 31, | ||||||||||||||||||||||
(Dollars in thousands) | 2005 | 2004 | 2004 | |||||||||||||||||||||
Consolidated |
||||||||||||||||||||||||
Total equity |
$ | 946,731 | 9.21 | % | 981,257 | 9.69 | % | 1,002,272 | 9.59 | % | ||||||||||||||
Common equity |
946,731 | 9.21 | % | 981,257 | 9.69 | % | 1,002,272 | 9.59 | % | |||||||||||||||
Tangible common equity (a) |
803,062 | 7.93 | % | 837,365 | 8.39 | % | 857,713 | 8.32 | % | |||||||||||||||
Tier 1 capital (b) |
862,706 | 10.96 | % | 871,197 | 11.09 | % | 862,231 | 10.97 | % | |||||||||||||||
Total risk-based capital (c) |
1,080,896 | 13.73 | % | 1,119,095 | 14.25 | % | 1,110,354 | 14.13 | % | |||||||||||||||
Leverage (d) |
862,706 | 8.54 | % | 871,197 | 8.72 | % | 862,231 | 8.36 | % | |||||||||||||||
Bank Only |
||||||||||||||||||||||||
Total equity |
$ | 774,218 | 7.66 | % | 791,486 | 7.83 | % | 795,463 | 7.63 | % | ||||||||||||||
Common equity |
774,218 | 7.66 | % | 791,486 | 7.83 | % | 795,463 | 7.63 | % | |||||||||||||||
Tangible common equity (a) |
630,549 | 6.33 | % | 647,594 | 6.50 | % | 650,904 | 6.33 | % | |||||||||||||||
Tier 1 capital (b) |
779,267 | 9.92 | % | 771,854 | 9.85 | % | 743,506 | 9.49 | % | |||||||||||||||
Total risk-based capital (c) |
994,856 | 12.67 | % | 1,017,214 | 12.98 | % | 989,274 | 12.62 | % | |||||||||||||||
Leverage (d) |
$ | 779,267 | 7.73 | % | 771,854 | 7.75 | % | 743,506 | 7.23 | % |
(a) | Common equity less all intangibles; computed as a ratio to total assets less intangible assets. | |
(b) | Shareholders equity minus net unrealized holding gains on equity securities, plus or minus net unrealized holding losses or gains on available for sale debt securities, less goodwill; computed as a ratio to risk-adjusted assets, as defined in the 1992 risk-based capital guidelines. | |
(c) | Tier 1 capital plus qualifying loan loss allowance, computed as a ratio to risk-adjusted assets, as defined in the 1992 risk-based capital guidelines. |
(d) | Tier 1 capital; computed as a ratio to the latest quarters average assets less goodwill. |
The risk-based capital guidelines issued by the Federal Reserve Bank in 1988 require banks to maintain adequate capital equal to 8% of risk-adjusted assets effective December 31, 1993. At March 31, 2005, the Corporations risk-based capital equaled 13.73% of risk-adjusted assets, exceeding minimum guidelines.
The cash dividend of $0.27 paid in the first quarter has an indicated annual rate of $1.08 per share.
Liquidity Risk Management
Liquidity risk is the possibility of the Corporation being unable to meet current and future financial obligations in a timely manner. Liquidity is managed to ensure stable, reliable and cost-effective sources of funds to satisfy demand for credit, deposit withdrawals and investment opportunities. The Corporation considers core earnings, strong capital ratios and credit quality essential for maintaining high credit ratings, which allow the Corporation cost-effective access to market-based liquidity. The Corporation relies on a large, stable core deposit base and a diversified base of wholesale funding sources to manage liquidity risk.
The Treasury Group is responsible for identifying, measuring and monitoring the Corporations liquidity profile. The position is evaluated daily, weekly and monthly by analyzing the composition of all funding sources, reviewing projected liquidity commitments by future month and identifying sources and uses of funds. The Treasury Group also prepares a contingency funding plan that details the potential erosion of funds in the event of a systemic financial market crisis or institutional-specific stress. In addition, the overall management of the Corporations liquidity position is integrated into retail deposit pricing policies to ensure a stable core deposit base.
The Corporations primary source of liquidity is its core deposit base, raised through its retail branch system, along with unencumbered, or unpledged, investment securities and unused wholesale sources of liquidity. The Corporation also has available unused wholesale sources of liquidity, including advances from the Federal Home Loan Bank of Cincinnati, issuance through dealers in the capital markets and access to certificates of deposits issued through brokers. Liquidity is also provided by unencumbered, or un-pledged investment securities that totaled $746.69 million at quarter end 2005.
Funding Trends for the Quarter - During the three months ended March 31, 2005, total deposits decreased $40.90 million from the linked quarter as certificates of deposit were allowed to mature without rollover.
Parent Company Liquidity - The Corporation manages its liquidity principally through dividends from the bank subsidiary. During the first quarter ended March 31, 2005, FirstMerit Bank paid FirstMerit Corporation $23.0 million in dividends. As of March 31, 2005, FirstMerit Bank had an additional $55.9 million available to pay dividends without regulatory approval.
Off-Balance Sheet Arrangements
A detailed discussion of the Corporations off-balance sheet arrangements, including swaps, hedges, forward swap agreements, IRLCs, TBA securities, options and swaptions is included in Note 9 (Accounting for Derivatives) in these consolidated financial statements and in Note 17 to the 2004 Form 10-K.
Forward-looking Safe-harbor Statement
The Corporation cautions that any forward-looking statements contained in this report, in a report incorporated by reference to this report or made by management of the Corporation, involve risks and uncertainties and are subject to change based upon various factors. Actual results could differ materially from those expressed or implied. Reference is made to the section titled Forward-looking Statements in the Corporations Form 10-K for the period ended December 31, 2004.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Market Risk Section in Managements Discussion and Analysis of Financial Condition and Results of Operations.
ITEM 4. CONTROLS AND PROCEDURES
Management, including the Corporations Chief Executive Officer and Chief Financial Officer, has made an evaluation of the effectiveness of the design and operation of the Corporations disclosure controls and procedures pursuant to Exchange Act Rule 13a-15.
During the period covered by the report, there was no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Corporations internal control over financial reporting.
Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer have concluded, as of the end of the period covered by this report, that the Corporations disclosure controls and procedures are effective to ensure that all material information required to be filed in this report has been made known to them, as appropriate to allow timely decisions regarding required disclosure.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the normal course of business, the Corporation is at all times subject to pending and threatened legal actions, some for which the relief or damages sought are substantial. Although the Corporation is not able to predict the outcome of such actions, after reviewing pending and threatened actions with counsel, management believes that the outcome of such actions will not have a material adverse effect on the results of operations or stockholders equity of the Corporation.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Not applicable
(b) Not applicable.
The following table provides information with respect to purchases the Corporation made of its common stock during the first quarter of the 2005 fiscal year:
Total Number of | Maximum | |||||||||||||||
Shares Purchased | Number of Shares | |||||||||||||||
as Part of Publicly | that May Yet be | |||||||||||||||
Total Number of | Average Price | Announced Plans | Purchased Under | |||||||||||||
Shares Purchased | Paid per Share | or Programs (1) | Plans or Programs | |||||||||||||
Balance as of December 31, 2004: |
$ | 2,257,928 | ||||||||||||||
January 1, 2005 - January 31, 2005 |
124,700 | 26.49 | 124,700 | 2,133,228 | ||||||||||||
February 1, 2005 - February 28,
2005 (2) |
201,701 | 26.70 | 180,500 | 1,952,728 | ||||||||||||
March 1, 2005 - March 31, 2005 (2) |
489,807 | 26.77 | 471,900 | 1,480,828 | ||||||||||||
Balance as of March 31, 2005: |
816,208 | $ | 25.96 | 777,100 | 1,480,828 | |||||||||||
(2 | ) |
(1) | On July 15, 2004 the Board of Directors authorized the repurchase of up to 3 million shares of its currently outstanding common stock. This repurchase plan supersedes all other repurchase programs and does not have an expiration date. | |
(2) | 39,109 of these shares of common stock were either delivered by the option holder with respect to the exercise of stock options or the settlement of performance share awards, or in the case of restricted shares of common stock, withheld to pay income tax or other tax liabilities with respect to the vesting of restricted stock. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit Index
Exhibit Number |
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3.1 | Amended and Restated Articles of Incorporation of FirstMerit Corporation, as amended (incorporated by reference from Exhibit 3.1 to the Form 10-K/A filed by the Registrant on April 29, 1999) | |||
3.2 | Amended and Restated Code of Regulations of FirstMerit Corporation (incorporated by reference from Exhibit 3(b) to the Form 10-K filed by the registrant on April 9, 1998) | |||
4.1 | Shareholders Rights Agreement dated October 21, 1993, between FirstMerit Corporation and FirstMerit Bank, N.A., as amended and restated May 20, 1998 (incorporated by reference from Exhibit 4 to the Form 8-A/A filed by the registrant on June 22, 1998) | |||
4.2 | Instrument of Assumption of Indenture between FirstMerit Corporation and NBD Bank, as Trustee. dated October 23, 1998 regarding FirstMerit Corporations 6 1/4% Convertible Subordinated Debentures, due May 1, 2008 (incorporated by reference from Exhibit 4(b) to the Form 10-Q filed by the registrant on November 13, 1998) | |||
4.3 | Supplemental Indenture, dated as of February 12, 1999, between FirstMerit and Firstar Bank Milwaukee, National Association, as Trustee relating to the obligations of the FirstMerit Capital Trust I, fka Signal Capital Trust I (incorporated by reference from Exhibit 4.3 to the Form 10-K filed by the Registrant on March 22, 1999) | |||
4.4 | Indenture dated as of February 13, 1998 between Firstar Bank Milwaukee, National Association, as trustee and Signal Corp (incorporated by reference from Exhibit 4.1 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998) | |||
4.5 | Amended and Restated Declaration of Trust of FirstMerit Capital Trust I, fka Signal Capital Trust I, dated as of February 13, 1998 (incorporated by reference from Exhibit 4.5 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998) |
4.6 | Form Capital Security Certificate (incorporated by reference from Exhibit 4.6 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998) | |||
4.7 | Series B Capital Securities Guarantee Agreement (incorporated by reference from Exhibit 4.7 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998) | |||
4.8 | Form of 8.67% Junior Subordinated Deferrable Interest Debenture, Series B (incorporated by reference from Exhibit 4.7 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998) | |||
10.1* | Executive Cash Incentive Plan (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by the registrant on January 26, 2005) | |||
31.1 | Rule 13a-14(a)/Section 302 Certification of John R. Cochran, Chairman and Chief Executive Officer of FirstMerit Corporation | |||
31.2 | Rule 13a-14(a)/Section 302 Certification of Terrence E. Bichsel, Executive Vice President and Chief Financial Officer of FirstMerit Corporation | |||
32.1 | Rule 13a-14(b)/Section 906 Certifications of John R. Cochran, Chairman and Chief Executive Officer of FirstMerit Corporation, and Terrence E. Bichsel, Executive Vice President and Chief Financial Officer of FirstMerit Corporation |
* | Indicates management contract or compensatory plan or arrangement |
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.
FIRSTMERIT CORPORATION |
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By: | /s/ TERRENCE E. BICHSEL | |||
Terrence E. Bichsel, Executive Vice President | ||||
and Chief Financial Officer | ||||
DATE: May 5, 2005