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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
Commission File No. 1-14473
Sky Financial Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Ohio 34-1372535
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
221 South Church Street, Bowling Green, Ohio 43402
(Address of Principal Executive Offices) (Zip Code)
(419) 327-6300
(Registrant's 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 [X] No [_]
The number of shares outstanding of the Registrant's common stock, without par
value, was 87,257,701 at October 31, 2002.
SKY FINANCIAL GROUP, INC.
INDEX
Page Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets
September 30, 2002 and December 31, 2001 .................... 3
Consolidated Statements of Income
Three months ended September 30, 2002 and 2001 and
Nine months ended September 30, 2002 and 2001 ............. 4
Condensed Consolidated Statements of Changes in
Shareholders' Equity
Three months ended September 30, 2002 and 2001 and
Nine months ended September 30, 2002 and 2001 ............. 5
Condensed Consolidated Statements of Cash Flows
Nine months ended September 30, 2002 and 2001 ............... 6
Notes to Consolidated Financial Information ................... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ......................... 19
Item 3. Quantitative and Qualitative Disclosures
About Market Risk ........................................... 31
Item 4. Controls and Procedures ....................................... 32
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ............................................. 33
Item 2. Changes in Securities and Use of Proceeds ..................... 33
Item 3. Defaults Upon Senior Securities ............................... 34
Item 4. Submission of Matters to a Vote of Security Holders ........... 34
Item 5. Other Information ............................................. 34
Item 6. Exhibits and Reports on Form 8-K .............................. 34
SIGNATURES............................................................... 35
EXHIBIT INDEX............................................................ 36
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SKY FINANCIAL GROUP, INC.
Consolidated Balance Sheets (Unaudited)
(Dollars in thousands, except share data) September 30, December 31,
2002 2001
---------------------------------------------------------------------------------------
ASSETS
Cash and due from banks $ 240,050 $ 272,196
Interest-earning deposits
with financial institutions 43,597 39,171
Federal funds sold - 8,000
Loans held for sale 82,172 85,474
Securities available for sale 2,172,520 1,996,843
Total loans 7,024,860 6,473,989
Less allowance for credit losses (110,119) (103,523)
------------- ------------
Net loans 6,914,741 6,370,466
Premises and equipment 122,245 112,137
Goodwill and other intangibles 77,207 60,711
Accrued interest receivable and other assets 292,496 275,230
------------- ------------
TOTAL ASSETS $ 9,945,028 $ 9,220,228
============= ============
LIABILITIES
Deposits
Non-interest bearing deposits $ 841,096 $ 822,436
Interest-bearing deposits 5,979,177 5,719,741
------------- ------------
Total deposits 6,820,273 6,542,177
Securities under repurchase
Agreements and federal funds purchased 790,127 685,450
Debt and Federal Home Loan Bank advances 1,332,458 1,095,545
Obligated mandatorily redeemable capital
Securities of subsidiary trusts 114,372 108,600
Accrued interest payable
and other liabilities 172,641 140,012
------------- ------------
TOTAL LIABILITIES 9,229,871 8,571,784
------------- ------------
SHAREHOLDERS' EQUITY
Serial preferred stock, $10.00 par value;
10,000,000 shares authorized, none issued - -
Common stock, no par value;
150,000,000 shares authorized;
83,954,061 and 84,011,214 shares
issued in 2002 and 2001 596,294 596,397
Retained earnings 132,675 86,113
Treasury stock; 1,632,666 and
2,164,099 shares in 2002 and 2001 (35,906) (39,505)
Unearned ESOP - (123)
Accumulated other comprehensive income 22,094 5,562
------------- ------------
TOTAL SHAREHOLDERS' EQUITY 715,157 648,444
------------- ------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 9,945,028 $ 9,220,228
============= ============
The accompanying notes are an integral part of the financial statements.
SKY FINANCIAL GROUP, INC.
Consolidated Statements of Income (Unaudited)
Three Months Ended Nine Months Ended
(Dollars in thousands, September 30, September 30,
except per share data) 2002 2001 2002 2001
- ---------------------------------------------------------------------------------------------
Interest Income
Loans, including fees $125,775 $132,276 $370,915 $395,438
Securities
Taxable 27,422 27,666 87,046 85,957
Nontaxable 242 438 1,080 1,476
Federal funds sold and other 185 363 600 1,643
-------- -------- -------- --------
Total interest income 153,624 160,743 459,641 484,514
-------- -------- -------- --------
Interest Expense
Deposits 42,328 53,557 134,414 171,102
Borrowed funds 22,074 24,143 64,676 73,847
-------- -------- -------- --------
Total interest expense 64,402 77,700 199,090 244,949
-------- -------- -------- --------
Net Interest Income 89,222 83,043 260,551 239,565
Provision for Credit Losses 9,711 9,122 28,476 24,346
-------- -------- -------- --------
Net interest income after
provision for credit losses 79,511 73,921 232,075 215,219
-------- -------- -------- --------
Non-interest Income
Trust services income 3,248 3,500 10,265 10,955
Service charges and fees on
deposit accounts 9,011 8,434 25,000 22,971
Mortgage banking income 5,153 5,436 15,103 16,142
Brokerage and insurance commissions 9,281 5,165 27,567 19,192
Net securities gains 1,664 1,094 3,109 2,462
Other income 8,754 6,908 24,086 21,334
-------- -------- -------- --------
Total non-interest income 37,111 30,537 105,130 93,056
-------- -------- -------- --------
Non-interest Expense
Salaries and employee benefits 38,710 31,540 109,698 93,539
Occupancy and equipment expense 10,383 9,055 28,270 27,273
Merger, integration and
Restructuring expense 5,652
Amortization expense 884 1,176 2,582 3,499
Other operating expense 17,121 17,152 50,875 52,011
-------- -------- -------- --------
Total non-interest expense 67,098 58,923 197,077 176,322
-------- -------- -------- --------
Income Before Income Taxes 49,524 45,535 140,128 131,953
Income Taxes 16,491 14,882 46,259 43,231
-------- -------- -------- --------
Net Income $ 33,033 $ 30,653 $ 93,869 $ 88,722
======== ======== ======== ========
Earnings per Common Share
Basic $ 0.40 $ 0.37 $ 1.14 $ 1.07
Diluted $ 0.40 $ 0.37 $ 1.13 $ 1.07
The accompanying notes are an integral part of the financial statements.
SKY FINANCIAL GROUP, INC.
Condensed Consolidated Statements of Changes in Shareholders' Equity
(Unaudited)
Three Months Ended Nine Months Ended
(Dollars in thousands, September 30, September 30,
except per share data) 2002 2001 2002 2001
- --------------------------------------------------------------------------------------
Balance at beginning of period $699,343 $632,163 $648,444 $609,690
Comprehensive income
Net income 33,033 30,653 93,869 88,722
Other comprehensive income 1,080 7,377 16,532 19,630
-------- -------- -------- --------
Total comprehensive income 34,113 38,030 110,401 108,352
Common cash dividends (15,651) (15,494) (47,006) (45,349)
Treasury shares acquired (3,018) (12,741) (16,404) (32,742)
Treasury shares issued for
stock option exercise 998 881 4,295 3,394
Shares issued to acquire Celaris
Group, Inc. - - 15,349 -
Fractional shares and other items (628) 92 78 (414)
-------- -------- -------- --------
Balance at end of period $715,157 $642,931 $715,157 $642,931
======== ======== ======== ========
Common cash dividend per share $ 0.19 $ 0.19 $ 0.57 $ 0.55
======== ======== ======== ========
The accompanying notes are an integral part of the financial statements.
SKY FINANCIAL GROUP, INC.
Condensed Consolidated Statement of Cash Flows
(Unaudited) Nine Months Ended
September 30,
(Dollars in thousands, except share data) 2002 2001
- -------------------------------------------------------------------------------------------
Net Cash From Operating Activities $ 154,535 $ 93,037
----------- ----------
Investing Activities
Net decrease in interest bearing deposits
in other banks (4,426) (7,123)
Net change in federal funds sold 8,000 (12,700)
Securities available for sale:
Proceeds from maturities and payments 686,399 655,108
Proceeds from sales 231,306 189,413
Purchases (1,070,605) (806,499)
Proceeds from sales of loans 17,841 14,074
Net increase in loans (593,402) (526,430)
Purchases of premises and equipment (21,518) (7,649)
Proceeds from sales of premises and equipment 319 3,082
Proceeds from sales of other real estate 1,657 2,611
Cash paid to acquire Celaris Group, Inc. (1,000) -
Cash paid to acquire Value Added Benefits, Ltd. (1,900) -
----------- ----------
Net cash used for investing activities (747,329) (496,113)
----------- ----------
Financing Activities
Net increase in deposit accounts 278,096 308,758
Net increase (decrease) in federal funds and
repurchase agreements 104,677 (6,324)
Net increase in borrowings under bank lines of
credit 57,511 65,761
Net increase in short-term FHLB advances 188,000 25,000
Proceeds from issuance of debt and long term
FHLB advances 451,443 189,255
Repayment of debt and long-term FHLB advances (460,042) (145,077)
Cash dividend and fractional shares paid (46,928) (44,918)
Proceeds from issuance of common stock 4,295 3,394
Treasury stock purchases (16,404) (32,742)
----------- ----------
Net cash from financing activities 560,648 363,107
----------- ----------
Net change in cash and due from banks (32,146) (39,969)
Cash and due from banks at beginning of year 272,196 266,359
----------- ----------
Cash and due from banks at end of period $ 240,050 $ 226,390
=========== ==========
Supplemental Disclosures
Interest paid $ 197,752 $ 245,377
Income taxes paid 45,185 25,832
Non-cash transactions - shares issued to
acquire Celaris Group, Inc. 15,349
The accompanying notes are an integral part of the financial statements.
SKY FINANCIAL GROUP, INC.
Notes to Consolidated Financial Information (Unaudited)
(Dollars in thousands, except per share data)
1. Accounting Policies
Sky Financial Group, Inc. (Sky Financial) is a financial holding company
headquartered in Bowling Green, Ohio that owns and operates Sky Bank which is
primarily engaged in the commercial and consumer banking business in Ohio,
southern Michigan, western Pennsylvania, northern West Virginia and eastern
Indiana. Sky Financial also operates businesses relating to commercial finance
lending, insurance, trust and other related financial services.
The accounting and reporting policies followed by Sky Financial conform in all
material respects to accounting principles generally accepted in the United
States of America (US GAAP) and to general practices within the financial
services industry. The preparation of financial statements in conformity with US
GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements. Actual results could
differ from those estimates. The allowance for credit losses and fair values of
financial instruments are particularly subject to change.
These interim financial statements are prepared without audit and reflect all
adjustments of a normal recurring nature which, in the opinion of management,
are necessary to present fairly the consolidated financial position of Sky
Financial at September 30, 2002, and its results of operations and cash flows
for the periods presented. Certain amounts in prior financial statements have
been reclassified to conform to the current presentation. The accompanying
consolidated financial statements do not contain all financial disclosures
required by US GAAP. Sky Financial's Annual Report for the year ended December
31, 2001, contains consolidated financial statements and related notes which
should be read in conjunction with the accompanying consolidated financial
statements.
New Accounting Pronouncements
During the third quarter of 2002, Sky Financial adopted Statement of Financial
Accounting Standards (SFAS) No. 147, "Acquisitions of Certain Financial
Institutions." Statement 147 provides for the reclassification of intangible
assets associated with certain branch acquisitions to goodwill. In adopting the
statement, $16.6 million of intangibles were reclassified to goodwill as of
January 1, 2002. Reported earnings for the first six months of 2002 were
restated and the third quarter's earnings reflect the non-amortization of the
goodwill of approximately $116 per month. Pre-tax net income increased $348
($226 after-tax) during both the first and second quarter of 2002 as a result of
implementing SFAS No. 147.
During 2002, the Company adopted SFAS No. 143, "Accounting for Asset Retirement
Obligations." This Statement addresses financial accounting and reporting for
legal obligations associated with the sale, abandonment, disposal, recycling or
other than temporary removal from service of tangible long-lived assets. SFAS
No. 143 requires an asset retirement obligation to be recognized at fair value
when it is incurred, if a reasonable estimate of its fair value can be made at
the time. Otherwise, the obligation should be recorded as soon as its fair value
can be reasonable estimated. This
statement, which is effective for the Company on January 1, 2003, is not
expected to have a material impact on the Company.
In August 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
144, "Accounting for the Impairment and Disposal of Long-Term Assets." This
Statement eliminates the allocation of goodwill to long-lived assets to be
tested for impairment and details both a probability-weighted and
"primary-asset" approach to estimate cash flows in testing for impairment of a
long-lived asset. Adoption of SFAS No. 144 on January 1, 2002 did not have a
material effect on the Company.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
This Statement eliminates inconsistencies between the required accounting for
sale-leaseback transactions. The adoption of SFAS No. 145 during May 2002 did
not have a material effect on the Company.
In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with
Exit or Disposal Activities." This statement addresses the timing of recognition
of a liability for exit and disposal costs at the time a liability is incurred,
rather than at a plan commitment date, as previously required by US GAAP. Exit
or disposal costs will be measured at the fair value and will be subsequently
adjusted for changes in estimated cash flows. This statement is effective for
the company beginning in fiscal 2003 and is not expected to have a material
effect on the Company.
2. 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, and mortgage
servicing rights 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
Corporation's financial position or results of operations. footnote one (Summary
of Significant Accounting Policies) and footnote five (Loans and Allowance for
Credit Losses), as described in the 2001 Annual Report and Form 10-K, provide
detail with regard to the Corporation's methodology and reporting of the
allowance for loan losses. Additional information for income tax accounting is
contained in footnote nine (Income Taxes) of the 2001 Annual Report and Form
10-K. Accounting for mortgage servicing rights is also discussed in the 2001
Annual Report and Form 10-K in the Summary of Significant Accounting Policies
footnote.
3. Mergers, Acquisitions and Divestitures
On October 24, 2002, Sky Financial announced an agreement to acquire
Metropolitan Financial Corp. (Metropolitan), a $1.5 billion savings and loan
holding company headquartered in Highland Hills, Ohio, and its wholly-owned
subsidiary, Metropolitan Bank and Trust Company. Approximately 55% to 70% of the
transaction cost, currently valued at $78 million, will be settled through an
exchange of Sky Financial common stock and the remaining balance will be settled
in cash. The transaction is anticipated to close during the second quarter of
2003.
On October 1, 2002, Sky Financial acquired Three Rivers Bancorp, a $1 billion
bank holding company located in Monroeville, Pennsylvania and its wholly-owned
subsidiary, Three Rivers Bank and Trust Company (collectively known as Three
Rivers). Three River's shareholders received approximately 4,854,000 shares of
Sky Financial common stock and cash of $38,987 in the tax-free exchange. Sky
Financial Group anticipates recording merger and restructuring charges of
approximately $4.7 million to $5.3 million as part of the acquisition. During
the third quarter of 2002, Three Rivers recognized restructuring and merger
charges of $3.0 million.
In April 2002, Sky Financial acquired Value Added Benefits, Ltd., a wholesale
insurance agency headquartered in Cleveland, Ohio, for $1.9 million in cash.
In January 2002, Sky Financial completed the acquisition of Celaris Group, Inc.,
a full service insurance agency headquartered in Bowling Green, Ohio. In
connection with the acquisition, Sky Financial paid $1 million in cash and
issued .75 million shares of Sky Financial common stock. During the third
quarter 2002, Value Added Benefits, Ltd. was merged into Celaris Group, Inc.
In October 2001, Sky Financial completed its purchase of ten branch offices from
Standard Federal Bank of Troy, Michigan. In connection with the acquisition, Sky
Bank assumed approximately $290 million of deposit liabilities, while Standard
Federal Bank retained substantially all loans associated with the branches.
In September 2001, Sky Financial acquired substantially all of the assets of
Barney C. Guttman and Associates, Inc., an investment management and financial
services firm for $.6 million in cash.
In March 2001, Sky Financial completed the sale of Sky Investments, Inc., its
independent broker/dealer business and Sky Insurance Agency, Inc. The sale
resulted in a $.634 milion pre-tax gain.
4. Securities Available for Sale
The unrealized gains and losses and estimated fair values September 30, 2002 and
December 31, 2001 are as follows:
Estimated Gross Gross
Fair Unrealized Unrealized
September 30, 2002 Value Gains Losses
- ------------------------------------------------------------------------------
U.S. Treasury and U.S.
Government agencies $ 455,825 $ 9,870 $ -
Obligations of state and
political subdivisions 16,876 246 (36)
Corporate and other
securities 74,721 1,470 (2,636)
Mortgage-backed securities 1,519,054 30,292 (519)
---------- ------- -------
Total debt securities
available for sale 2,066,476 41,878 (3,191)
Marketable equity
securities 106,044 7,435 (2,834)
---------- ------- -------
Total securities available
for sale $2,172,520 $49,313 $(6,025)
========== ======= =======
Estimated Gross Gross
Fair Unrealized Unrealized
December 31, 2001 Value Gains Losses
- --------------------------------------------------------------------------
U.S. Treasury and U.S.
Government agencies $ 494,474 $ 11,717 $ (9)
Obligations of state and
political subdivisions 32,912 255 (311)
Corporate and other
securities 75,744 527 (2,864)
Mortgage-backed securities 1,279,227 12,706 (8,044)
---------- -------- --------
Total debt securities
available for sale 1,882,357 25,205 (11,228)
Marketable equity
securities 114,486 7,903 (4,392)
---------- -------- --------
Total securities available
for sale $1,996,843 $ 33,108 $(15,620)
========== ======== ========
5. Loans
The loan portfolios are as follows:
September 30, December 31,
2002 2001
- -------------------------------------------------------------------------------
Real estate loans:
Construction $ 347,808 $ 295,154
Residential mortgage 1,468,448 1,675,957
Non-residential mortgage 1,880,902 1,719,074
Commercial, financial and
agricultural 2,384,361 2,127,045
Installment and credit card loans 894,007 638,958
Other loans 49,334 17,801
---------- ----------
Total loans $7,024,860 $6,473,989
========== ==========
The following table presents the aggregate amounts of non-performing loans on
the dates indicated:
September 30, December 31,
2002 2001
- --------------------------------------------------------------------------
Non-accrual loans $63,778 $33,319
Restructured loans 3,306 785
------- -------
Total non-performing loans $67,084 $34,104
======= =======
Total non-performing loans increased $32,980 during the nine months ended
September 30, 2002 primarily as a result of the addition during the second
quarter of 2002 of $22.8 million of loans that are secured by pools of
commercial leases for which payment is over 90 days past due. See Note 14
"Commitments and Contingencies" for additional discussion.
6. Borrowings
Sky Financial's debt, Federal Home Loan Bank (FHLB) advances and obligated
mandatorily redeemable capital securities of subsidiary trusts are comprised of
the following:
September 30, December 31,
2002 2001
- --------------------------------------------------------------------------------
Borrowings under bank lines of credit $ 146,672 $ 89,161
Asset backed notes:
2001-A Class A-1, due December 2011
at 6.425% 30,023 36,155
2001-A Class A-2, due December 2011
at 9.95% 45,000 45,000
2001-B Class A-1, due July 2012
at 5.55% 45,994 54,215
2001-B Class A-2, due July 2012
at 6.39% 49,760 49,760
2001-C Class A-1, due January 2013
at 4.555% 31,050 33,000
2001-C Class A-2, due January 2013
at 5.925% 72,000 72,000
2002-A Class A-1, due July 2018
at 5.398% 59,789 -
2002-A Class A-2, due July 2018
at 6.705% 90,000 -
Borrowings under FHLB lines of credit 644,220 662,216
Subordinated note, 7.08%, due January 2008 50,000 50,000
Subordinated note, 6.125%, due October 2012 65,000 -
Obligated mandatorily redeemable capital
securities of subsidiary trusts:
Due February 2027 at 9.875% 27,074 25,000
Due June 2027 at 10.20% 24,079 23,600
Due May 2030 at 9.34% 63,219 60,000
Capital lease obligation 1,420 1,496
Other items 1,530 2,542
----------- ----------
Total borrowings $ 1,446,830 $1,204,145
=========== ==========
Sky Financial Solutions' (SFS) warehouse line of credit is included under bank
lines of credit and was $71,672 and $19,161 at September 30, 2002 and December
31, 2001, respectively.
During September 2002, Sky Bank sold $65,000 in subordinated note arrangements
in a private transaction pursuant to an applicable exemption from registration
under the Securities Act of 1933. Sky Bank used the proceeds to pay down certain
subordinated indebtedness owed to Sky Financial. Sky Financial used some of the
proceeds received from Sky Bank to fund the cash payment due Three Rivers
Bancorp, Inc. shareholders (see Note 2) and for general working capital
purposes.
During May 2002, Sky Financial, through one of its affiliates, issued $150,000
of fixed interest rate asset-backed notes to provide term funding for commercial
loans.
The expected final payment dates for the asset backed notes listed above are
included in the following table:
Stated Expected Final
Maturity Date Payment Date
- --------------------------------------------------------------------
2001-A, Class A-1 December 2011 October 2005
2001-A, Class A-2 December 2011 July 2009
2001-B, Class A-1 July 2012 July 2005
2001-B, Class A-2 July 2012 April 2007
2001-C, Class A-1 January 2013 October 2005
2001-C, Class A-2 January 2013 August 2010
2002-A, Class A-1 July 2018 October 2007
2002-A, Class A-2 July 2018 July 2012
7. Other Comprehensive Income
Other comprehensive income consisted of the following:
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
- ---------------------------------------------------------------------------------------------------------
Securities available for sale:
Unrealized securities gain
arising during period $ 4,852 $ 17,109 $ 28,909 $ 40,072
Reclassification adjustment for
Gains included in income (1,664) (1,094) (3,109) (2,462)
-------- -------- -------- --------
3,188 16,015 25,800 37,610
-------- -------- -------- --------
Cash flow hedge derivatives
Adoption of SFAS No. 133 (1,231)
Change in fair value of cash flow
hedge derivative (2002) (1,786) (1,402) (2,329)
Amounts reclassified to interest
expense 476 (2,879) 1,036 (3,851)
-------- -------- -------- --------
(1,526) (4,665) (366) (7,411)
-------- -------- -------- --------
Net unrealized gain 1,662 11,350 25,434 30,199
Tax effect 582 3,973 8,902 10,569
-------- -------- -------- --------
Total other comprehensive income $ 1,080 $ 7,377 $ 16,532 $ 19,630
======== ======== ======== ========
8. Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted
average number of shares outstanding during the period. Diluted earnings per
share is computed using the weighted average number of shares determined for the
basic computation plus the dilutive effect of potential common shares issuable
under stock options. For the three months ended September 30, 2002 and 2001,
2,841,000 and 1,612,000 weighted shares, respectively, under option were
excluded from the diluted earnings per share calculation as they were
anti-dilutive. For the nine months ended September 30, 2002 and 2001, 1,988,000
and 1,841,000 weighted shares, respectively, under option were excluded from the
diluted earnings per share calculation as they were anti-dilutive.
The weighted average number of common shares outstanding for basic and diluted
earnings per share computations were as follows:
Three Months Ended Six Months Ended
September 30, September 30,
2002 2001 2002 2001
- ----------------------------------------------------------------------------------------------------------
Numerator:
Net income $ 33,033 $ 30,653 $ 93,869 $ 88,722
============ =========== =========== ===========
Denominator:
Weighted-average
common shares
outstanding (basis) 82,155,000 82,135,000 82,279,000 82,654,000
Effect of stock options 592,000 647,000 731,000 550,000
------------ ----------- ----------- -----------
Weighted-average
common shares
outstanding (diluted) 82,747,000 82,782,000 83,010,000 83,204,000
============ =========== =========== ===========
Earnings per share:
Basic $ 0.40 $ 0.37 $ 1.14 $ 1.07
Diluted $ 0.40 $ 0.37 $ 1.13 $ 1.07
9. Capital Resources
The Federal Reserve Board (FRB) has established risk-based capital guidelines
that must be observed by financial holding companies and banks. Failure to meet
specified minimum capital requirements can result in certain mandatory actions
by primary regulators of Sky Financial and its bank subsidiary that could have a
material effect on Sky Financial's financial condition or results of operations.
Under capital adequacy guidelines, Sky Financial and its bank subsidiary must
meet specific quantitative measures of their assets, liabilities and certain off
balance sheet items as determined under regulatory accounting practices. Sky
Financial's and its bank's capital amounts and classification are also subject
to qualitative judgments by the regulators about components, risk weightings and
other factors. Management believes, as of September 30, 2002, that Sky Financial
and its bank meet all capital adequacy requirements to which they are subject.
Sky Financial and its bank have been notified by their respective regulators
that, as of the most recent regulatory examinations, each is regarded as well
capitalized under the regulatory framework for prompt corrective action. Such
determinations have been made evaluating Sky Financial and its bank under Tier
I, total capital, and leverage ratios. There are no conditions or events since
these notifications that management believes have changed any of the well
capitalized categorizations of Sky Financial and its bank subsidiary. Sky
Financial's capital ratios are presented in the following table:
September 30, 2002 December 31, 2001
- -------------------------------------------------------------------------------
Total adjusted average assets
for leverage ratio $9,651,238 $9,052,525
Risk-weighted assets and
off-balance-sheet financial
instruments for capital ratio 8,048,367 7,329,032
Tier I capital 718,171 684,685
Total risk-based capital 940,870 830,000
Leverage ratio 7.4% 7.6%
Tier I capital ratio 8.9 9.3
Total capital ratio 10.8 11.3
Capital ratios applicable to Sky Financial's banking subsidiary at September 30,
2002 were as follows:
Total
Tier I Risk-based
Leverage Capital Capital
- ---------------------------------------------------------------------------
Regulatory Capital Requirements
Minimum 4.0% 4.0% 8.0%
Well-capitalized 5.0 6.0 10.0
Actual ratio
Sky Bank 6.5 8.4 10.7
In September, 2002, the Board of Directors of Sky Financial reauthorized
management to undertake purchases of up to 1 million shares of Sky Financial's
outstanding common stock over a twelve month period in the open market or in
privately negotiated transactions. Under the 2001 repurchase plan, which
concluded in September 2002, Sky Financial had repurchased approximately 784,000
shares of common stock.
10. Goodwill and Intangible Assets
Net goodwill at September 30, 2002 and December 31, 2001, was $52,783 and
$33,912 respectively. Effective January 1, 2002, Sky Financial adopted new
accounting guidance changing post-acquisition accounting for goodwill and
certain intangible assets. In accordance with this guidance, goodwill is not
amortized but is reviewed annually for impairment. Sky Financial has completed
the initial impairment test required by the new guidance during the second
quarter of 2002 and determined that goodwill recorded at January 1, 2002 is not
impaired.
The following table presents a reconciliation between originally reported net
income and net income adjusted for the effect of the new accounting
pronouncement:
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
- ------------------------------------------------------------------------------
Net income $33,033 $30,653 $93,869 $88,722
Effect of goodwill
amortization expense
(net of tax) - 303 - 908
------- ------- ------- -------
Net income(adjusted) $33,033 $30,956 $93,869 $89,630
======= ======= ======= =======
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
- -------------------------------------------------------------------------------
Basic earnings per share:
Reported net income $0.40 $0.37 $1.14 $1.07
Goodwill amortization - 0.01 - 0.01
----- ----- ----- -----
Adjusted net income $0.40 $0.38 $1.14 $1.08
===== ===== ===== =====
There was no impact on diluted earnings per share for the adoption of this new
accounting pronouncement.
Net other intangible assets at September 30, 2002 and December 31, 2001 were
$24,424 and $26,799, respectively. These assets consist primarily of core
deposits intangibles and are continuing to be amortized in accordance with the
company's policy. For the years ended December 31, 2003 through 2007, estimated
future amortization expense is approximately $3,538 per year.
11. Line of Business Reporting
Sky Financial manages and operates three major lines of business: community
banking, financial services and commercial finance lending through Sky Financial
Solutions. Community banking includes lending and related services to businesses
and consumers, mortgage banking and deposit-gathering. Commercial finance
lending includes specialized lending to health care professionals, primarily
dentists. Other financial services consists of non-banking companies engaged in
broker/dealer operations, non-conforming mortgage lending, trust and wealth
management, insurance and other financial-related services.
The reported line of business results reflect the underlying core operating
performance within the business units. Parent and Other is comprised of the
parent company and several smaller business units. It includes the net funding
cost of the parent company and intercompany eliminations. Expenses for centrally
provided services and support are fully allocated based principally upon
estimated usage of services. All significant non-recurring items of income and
expense company-wide are included in Parent and Other. Prior periods have been
presented to conform with current reporting methodologies. Substantially all of
Sky Financial's assets are part of the community banking line of business.
Selected segment information for the three months ended September 30, 2002 and
2001 is included in the following tables:
Financial Sky Parent
Three months ended Community Services Financial and
September 30, 2002 Banking Affiliates Solutions Other Total
- --------------------------------------------------------------------------------------------------
Net interest income $ 84,250 $ 168 $ 5,718 $ (914) $ 89,222
Provision for credit
losses 7,821 180 1,710 - 9,711
---------- -------- -------- -------- ----------
Net interest income
after provision 76,429 (12) 4,008 (914) 79,511
Other income 23,033 11,990 712 1,376 37,111
Other expense 49,918 10,571 6,878 (269) 67,098
---------- -------- -------- -------- ----------
Income (loss) before
income taxes 49,544 1,407 (2,158) 731 49,524
Income taxes 16,641 573 (640) (83) 16,491
---------- -------- -------- -------- ----------
Net income (loss) $ 32,903 $ 834 $ (1,518) $ 814 $ 33,033
========== ======== ======== ======== ==========
Goodwill at July 1, 2002 $ 29,561 $ 41,246 $ - $ - $ 70,807
Acquired goodwill - - - - -
---------- -------- -------- -------- ----------
Goodwill at September 30, 2002 $ 29,561 $ 41,246 $ - $ - $ 70,807
========== ======== ======== ======== ==========
Average assets $9,011,238 $ 81,682 $529,064 $110,335 $9,732,319
Depreciation and
amortization $ 4,118 $ 759 $ 147 $ (361) $ 4,663
Financial Sky Parent
Three months ended Community Services Financial and
September 30, 2001 Banking Affiliates Solutions Other Total
- --------------------------------------------------------------------------------------------------
Net interest income $ 81,936 $ 314 $ 2,432 $ (1,639) $ 83,043
Provision for credit
losses 7,139 200 1,783 - 9,122
---------- -------- -------- -------- ----------
Net interest income
after provision 74,797 114 649 (1,639) 73,921
Other income 21,296 7,985 664 592 30,537
Other expense 45,899 6,949 4,883 1,192 58,923
---------- -------- -------- --------- ----------
Income (loss) before
income taxes 50,194 1,150 (3,570) (2,239) 45,535
Income taxes 16,795 486 (1,286) (1,113) 14,882
---------- -------- -------- -------- ----------
Net income (loss) $ 33,399 $ 664 $ (2,284) $ (1,126) $ 30,653
========== ======== ======== ======== ==========
Average assets $8,258,124 $ 60,903 $271,054 $ 94,212 $8,684,293
Depreciation and
amortization $ 2,980 $ 361 $ 138 $ 1,231 $ 4,710
Selected segment information for the nine months ended September 30, 2002 and
2001 is included in the following tables:
Financial Sky Parent
Nine months ended Community Services Financial and
September 30, 2002 Banking Affiliates Solutions Other Total
- ------------------------------------------------------------------------------------------------------
Net interest income $ 249,722 $ 670 $ 13,730 $ (3,571) $ 260,551
Provision for credit
Losses 23,400 540 4,536 - 28,476
---------- ---------- ---------- ---------- ----------
Net interest income
after provision 226,322 130 9,194 (3,571) 232,075
Other income 66,699 36,956 2,227 (752) 105,130
Other expense 148,720 32,010 18,289 (1,941) 197,078
---------- ---------- ---------- ---------- ----------
Income (loss) before
income taxes 144,301 5,076 (6,868) (2,382) 140,127
Income taxes 48,151 2,000 (2,328) (1,565) 46,258
---------- ---------- ---------- ---------- ----------
Net income (loss) $ 96,150 $ 3,076 $ (4,540) $ (817) $ 93,869
========== ========== ========== ========== ==========
Goodwill at January 1, 2002 $ 29,561 $ 22,339 $ - $ - $ 51,900
Acquired goodwill - 18,907 - - 18,907
---------- ---------- ---------- ---------- ----------
Goodwill at September 30, 2002 $ 29,561 $ 41,246 $ - $ - $ 70,807
========== ========== ========== ========== ==========
Average assets $8,881,508 $ 79,393 $ 468,371 $ 99,748 $9,529,020
Depreciation and
amortization $ 11,220 $ 580 $ 437 $ 2,477 $ 14,714
Financial Sky Parent
Nine months ended Community Services Financial and
September 30, 2001 Banking Affiliates Solutions Other Total
- ------------------------------------------------------------------------------------------------------
Net interest income $ 237,144 $ 1,035 $ 5,506 $ (4,120) $ 239,565
Provision for credit
losses 18,349 775 5,222 - 24,346
---------- ---------- ---------- ---------- ----------
Net interest income
after provision 218,795 260 284 (4,120) 215,219
Other income 59,769 29,066 1,678 2,543 93,056
Other expense 135,869 24,881 12,442 3,130 176,322
---------- ---------- ---------- ---------- ----------
Income (loss) before
income taxes 142,695 4,445 (10,480) (4,707) 131,953
Income taxes 47,592 1,896 (3,744) (2,513) 43,231
---------- ---------- ---------- ---------- ----------
Net income (loss) $ 95,103 $ 2,549 $ (6,736) $ (2,194) $ 88,722
========== ========== ========== ========== ==========
Average assets $8,148,767 $ 62,228 $ 208,903 $ 99,631 $8,519,529
Depreciation and
amortization $ 8,966 $ 1,072 $ 419 $ 3,521 $ 13,978
12. Derivative Instruments and Hedging Activities
Sky Financial's hedging policies permit the use of interest rate swaps, caps and
floors to manage interest rate risk or to hedge specified assets and
liabilities.
Fair Value Hedges
During March 2002, Sky Financial entered into interest rate swap arrangements to
exchange the rate of borrowings on $35,000 of the 9.34% trust preferred security
due May 2030 and $25,000 of the 9.875% trust preferred security due February
2027 for variable rate payments based on LIBOR plus a spread as defined in the
agreement. During September 2002, Sky Financial entered into interest rate swap
arrangements to exchange the rate of borrowings on $23,600 of 10.20% trust
preferred securities due June 2027 and the remaining $25,000 of the 9.34% trust
preferred securities due May 2030. The interest rate swaps involve no exchange
of principal either at inception or maturity and have maturities and call
options identical to the trust preferred security agreements. The arrangements
have been designated as fair value hedges and both the change in the fair value
of the hedges and the hedged transactions are reflected in earnings.
Cash Flow Hedges
Sky Financial has entered into amortizing interest rate swaps, whereby it pays a
fixed rate of interest and receives a variable rate. The swap is designed to fix
the rate on the borrowings of the warehouse line that is used to fund the loan
originations at SFS. The swap is considered to be highly effective and any
change in market value is recorded in other comprehensive income.
Sky Financial has also entered into two interest rate cap arrangements, whereby
it paid a fixed amount to hedge its market risk on $48.6 million of federal
funds purchased. Changes in the fair market value of the interest rate caps are
designed to offset changes in the fair market value of the underlying debt, and
as such, is considered to be highly effective. Any changes in the market value
is recorded in other comprehensive income. The interest rate caps, with
contractual amounts of $23,600 and $25,000 mature in June 2008 and May 2010,
respectively.
The following table presents the contract/notional and fair value amounts of all
derivative transactions at September 30, 2002 and December 31, 2001:
September 30, December 31,
2002 2001
Contractual/ Fair Contractual/ Fair
Notional Value Notional Value
- -------------------------------------------------------------------------------
Interest rate swaps
Fair value hedges $ 108,600 $ 5,772 $ - $ -
Cash flow hedges 72,563 (1,892) 73 73
Interest rate caps 48,600 1,030 - -
--------- ------- --------- -------
Derivative instruments $ 229,763 $ 4,910 $ 73 $ 73
========= ======= ========= =======
13. Merger, Integration and Restructuring Expense
During June 2002, Sky Financial recorded merger, integration and restructuring
charges totaling $5,652 ($3,673 after tax or $.04 per diluted share). This
charge consisted of $1,401 related to severance and employee related expenses
and $373 in fixed asset impairment and lease abandonment costs. Additionally,
$411 in fixed asset additions and $3,467 in other synergy costs were incurred to
support Sky's new technology platform during the second quarter. Cash payments
for these charges will be made during the remainder of 2002 and be completed in
2003.
The following is a summary of activity in the merger, integration and
restructuring liability for the nine months ended September 30, 2002:
Beginning balance $ 4,208
Accruals 5,652
Cash payments (4,900)
-------
Ending balance $ 4,960
=======
14. Commitments and Contingencies
Sky Financial is involved in litigation with three insurance companies who
issued surety bonds on insurance policies as security for four related loans
aggregating $22.8 million. The subject loans are secured by pools of commercial
leases, the payments under which are guaranteed by the surety bonds. Sky
Financial is engaged in litigation with these insurance companies to enforce the
payment obligations, as are a number of other banks nationwide. After
consultation with legal counsel, management believes that the credits are well
secured and the prospects for recovery of all principal and interest are good.
The entire portfolio has been placed on non-accrual status pending outcome of
the litigation.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
(Dollars in thousands, except per share data)
Three Months Ended September 30, 2002 and 2001
Results of Operations
Net income was $33,033 for the third quarter of 2002, an increase of $2,380
compared to the second quarter of 2001 net income of $30,653. Diluted earnings
per common share for the third quarter of 2002 were $0.40 ($0.40 basic) as
compared to $0.37 ($0.37 basic) for the third quarter of 2001). Return on
average equity (ROE) and return on average assets (ROA) were 18.46% and 1.35%,
respectively, for the third quarter of 2002 compared to 19.23% and 1.40%,
respectively, in 2001.
Business Line Results
Sky Financial's business line results for the third quarter ended September 30,
2002 and 2001 are summarized in the table below.
Net Income(Loss)
Quarter Ended September 30, 2002 2001
- ----------------------------------------------------------------------
Community Banking $ 32,903 $ 33,399
Financial Services Affiliates 834 664
Sky Financial Solutions, Inc. (1,518) (2,284)
Parent and Other 814 (1,126)
-------- --------
Consolidated Total $ 33,033 $ 30,653
======== ========
The community banking net income for the third quarter of 2002 decreased
slightly from 2001 third quarter earnings. This was primarily due to a $3.2
million impairment loss recognized on mortgage servicing assets and a higher
provision for loan loss. These decreases in community banking net income were
offset by increases in net interest income and gains on securities available for
sale, as well as an increase in mortgage banking income after excluding the
aforementioned impairment charge. The community banking efficiency ratio was
46.2% for the third quarter of 2002 compared to 44.1% for the third quarter of
2001. The 2002 community banking results reflect a ROE of 19.28% and a ROA of
1.45% compared to 21.44% and 1.60%, respectively, in the second quarter of 2001.
Sky Financial Solutions' loss decreased for the third quarter of 2002 as
compared to the same period in 2001 due to increased interest income as a result
of the continued growth in its retained loan portfolio. During the three months
ended September 30, 2002, Sky Financial Solutions added $71 million in new loans
to its portfolio.
The financial service affiliates' net income increased as compared to 2001 as a
result of the acquisition of two insurance companies during the year, offset by
a decline in net income at the company's trust operations.
Parent and other includes the net funding costs of the parent company and all
significant non-recurring items of income and expense. The increase in net
income for the three months ended September 30, 2002 as compared to the same
period in 2001 is due to increased gains on securities available for sale.
Additionally, interest expense decreased as a result of favorable spreads on
interest rate swap arrangements used to hedge the company's interest rate
exposure on trust preferred securities.
Net Interest Income
Net interest income for the third quarter of 2002 was $89,222, an increase of
$6,179 or 7.4% from $83,043 in the third quarter of 2001. Net interest income,
the difference between interest income earned on interest-earning assets and
interest expense incurred on interest-bearing liabilities, is the most
significant component of the Company's earnings. Net interest income is affected
by changes in the volumes, rates and composition of interest-earning assets and
interest-bearing liabilities. Average earning assets increased 11.9% from the
third quarter last year, with continued strong growth in average loans,
increasing 10.0% from last year due in part to average loan growth at SFS of
$227,021 from the third quarter last year. Average interest bearing deposits
increased 10.9% from the same quarter last year, which included organic growth
of 6.4% and the October 2001 acquisition of ten branches with $290 million in
deposits. Sky Financial's net interest margin for the three months ended
September 30, 2002 was 3.90%, a decrease of 4 basis points from last quarter and
18 basis points from the third quarter a year ago. The net interest rate margin
was positively impacted by $845 of net interest earned from interest rate swaps
on the Company's trust preferred securities, but was ultimately lower during the
third quarter of 2002 as compared to the same period in 2001 due to the extended
low interest rate environment as well as the initial lower spread earned on the
branch deposits acquired in the fourth quarter of last year.
The following table reflects the components of Sky Financial's net interest
income for the three months ended September 30, 2002 and 2001. Rates are
computed on a tax equivalent basis and non-accrual loans have been included in
the average balances.
(Dollars in thousands) Three Months Ended Three Months Ended
September 30, 2002 September 30, 2001
- -------------------------------------------------------------------------------------------------------------------------
Interest Interest
Average Income/ Average Income/
Balance Expense Rate Balance Expense Rate
- -------------------------------------------------------------------------------------------------------------------------
Assets
Interest-earning assets:
Interest-bearing deposits in banks $ 46,145 $ 182 1.57% $ 21,899 $ 220 3.99%
Federal funds sold 712 3 1.64 13,397 143 4.23
Securities 2,112,456 28,389 5.33 1,800,247 28,438 6.27
Loans and loans held for sale 6,983,271 125,775 7.15 6,333,621 132,817 8.32
---------- --------- ---------- --------
Total interest-earning assets 9,142,584 154,349 6.70 8,169,164 161,618 7.85
--------- --------
Noninterest-earning assets 589,735 515,129
---------- ----------
Total assets $9,732,319 $8,684,293
========== ==========
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits $ 96,252 $ 210 0.87% $ 200,307 $ 586 1.16%
Savings deposits 2,652,741 8,588 1.28 1,857,370 8,740 1.87
Time deposits 3,244,363 33,530 4.10 3,344,522 44,231 5.25
---------- --------- ---------- --------
Total interest-bearing deposits 5,993,355 42,328 2.80 5,402,199 53,557 3.93
Short-term borrowings 917,869 4,038 1.75 683,413 6,496 3.77
Trust Preferred Securities 111,608 1,798 6.39 108,600 2,642 9.65
Asset Backed Notes 426,886 6,748 6.34 152,453 2,756 7.25
Debt and FHLB advances 619,256 9,490 6.15 837,682 12,249 5.87
---------- --------- ---------- --------
Total interest-bearing liabilities 8,068,974 64,402 3.17 7,184,347 77,700 4.29
---------- --------- --------
Noninterest-bearing liabilities 953,448 867,568
Shareholders' equity 709,897 632,378
---------- ---------
Total liabilities and equity $9,732,319 $8,684,293
========== ==========
Net interest income $ 89,947 $ 83,918
========= ========
(tax equivalent basis)
Net interest rate spread
(tax equivalent basis) 3.53% 3.56%
==== ====
Net interest margin, (interest
income, taxable equivalent basis,
to interest earning assets) 3.90% 4.08%
==== ====
- -------------------------------------------------------------------------------------------------------------------------
Provision for Credit Losses
The provision for credit losses represents the charge to income necessary to
adjust the allowance for loan losses to an amount that represents management's
assessment of the estimated probable credit losses inherent in Sky Financial's
loan portfolio which have been incurred at each balance sheet date. The
provision for credit losses increased $589 or 6.5% to $9,711 in the third
quarter of 2002 compared to $9,122 in the third quarter of 2001. The higher
provision for credit losses in the third quarter of 2002 was attributable to
growth in the loan portfolio and higher net charge-offs. Net charge-offs were
$7,655 or 0.44% (annualized) of average loans during the
three months ended September 30, 2002, compared to $6,246 or 0.39% (annualized)
for the same period in 2001.
September 30, December 31, September 30,
2002 2001 2001
- --------------------------------------------------------------------------------
Allowance for credit losses
as a percentage of loans 1.57% 1.60% 1.58%
Allowance for credit losses
as a percentage of
non-performing loans 164.15% 303.55% 376.50%
Allowance for credit losses as a percentage of non-performing loans for the
third quarter of 2002 decreased compared to the third quarter of 2001 as a
result of the transfer of four related loans aggregating $22.8 million to
non-accrual status during June 2002. See section titled "Non-Performing Assets"
of management's discussion and analysis for further information.
Non-Interest Income
Non-interest income was $37,111 for the third quarter increasing 21.5% from
$30,537 in the same period last year. Brokerage and insurance commissions were
$9,281 for the quarter, up $4,116, or 79.7% from the prior year. The increases
reflect the acquisitions of two insurance agencies in 2002, Value Added
Benefits, Ltd. in April and Celaris Group, Inc. in January. Service charges on
deposits were $9,011, up $577, or 6.8% from last year, attributable mainly to
the strong growth in deposits from last year. Mortgage banking revenues were
$5,153 for the third quarter, down $283, or 5.2%, from the third quarter last
year. Mortgage servicing income during the third quarter of 2002 included a
charge of $3.2 million for impairment of the company's mortgage servicing assets
as a result of declines in mortgage rates. Excluding this impairment charge,
mortgage servicing income increased $2.9 million from increased mortgage
refinancing activity. Other non-interest income was $8,754 for the three months
ended September 30, 2002, up 26.7% as compared to the same period of the
previous year, due mainly to increased income from investment partnerships.
Non-Interest Expense
Non-interest expense for the third quarter was $67,098, compared to $58,923 in
the third quarter last year. The increase in the third quarter was due primarily
to the increase in salary and other employee costs as a result of both the
acquisition of two insurance agencies during 2002 and the acquisition of ten
banking centers during the fourth quarter of 2001. Additionally, non-interest
expense was impacted by increased depreciation expense recognized on fixed
assets purchased to support the company's new technology implementation
completed in the second quarter of 2002. The efficiency ratio was 52.81% for the
third quarter of 2002, compared to 51.48% for the same quarter last year.
Income Taxes
The provision for income taxes for the third quarter of 2002 increased $1,609 to
$16,491 from $14,882 for the same period in 2001. The effective tax rate for the
three months ended September 30, 2002 was 33.3% as compared to 32.7% for the
same period in 2001.
Nine Months Ended September 30, 2002 and 2001
Results of Operations
Operating earnings, which exclude non-recurring items, were $97,542 for the nine
months ended September 30, 2002, an increase of $9,232 compared to $88,310 for
the same period in 2001. Diluted operating earnings per common share for the
nine months ended September 30, 2002 were $1.18($1.19 basic), as compared to
$1.06($1.07 basic) for the same period in 2001. On an operating basis, return on
average equity (ROE) and return on average assets (ROA) were 18.85% and 1.37%,
respectively, for the third quarter of 2002 compared to 18.73% and 1.38%,
respectively, in 2001.
On a reported basis, net income was $93,869 for the nine months ended September
30, 2002, an increase $5,147 compared to $88,722 for the same period in 2001.
During the nine months ended September 30 2002, Sky Financial recorded $3,673 in
after-tax non-recurring expenses related to Sky's implementation of a new
technology platform company-wide. In addition, results for the nine months ended
September 30, 2001 include the sale of the Company's independent broker/dealer
business realizing an after-tax non-recurring gain of $412. For the first nine
months of 2002, ROE and ROA were 18.14% and 1.32%, respectively, on a reported
basis compared to 18.99% and 1.39%, respectively, for the same period in 2001.
Diluted earnings per common share for the nine months ended September 30, 2002
was $1.13 ($1.14 basic), as compared to $1.07 ($1.07 basic) for the nine months
ended September 30, 2001.
Business Line Results
Sky Financial's business line results for the nine months ended September 30,
2002 and 2001 are summarized in the table below.
Net Income(Loss)
Nine Months Ended September 30, 2002 2001
Community Banking $96,150 $95,103
Financial Services Affiliates 3,076 2,549
Sky Financial Solutions, Inc. (4,540) (6,736)
Parent and Other (817) (2,194)
------- -------
Consolidated Total $93,869 $88,722
======= =======
The community banking net income increased for the nine months ended September
30, 2002 as compared with earnings for the same period in 2001. This was
primarily due to increased net interest income, service charges on deposits and
gains on securities available for sale, offset by decreases in mortgage banking
income, which included a charge of $2.8 million for mortgage servicing asset
impairments, and a higher provision for loan loss during the first nine months
of the year. The community banking efficiency ratio was 46.9% for the nine
months ended September 30, 2002 compared to 45.3% for the same period in 2001.
The 2002 community banking results reflect a ROE of 19.53% and a ROA of 1.44%
compared to 21.55% and 1.56%, respectively, for the same period in 2001.
Sky Financial Solutions' loss decreased for the nine months ended 2002 as
compared to the same period in 2001 due to increased interest income as a result
of the continued growth in its retained loan portfolio. During the nine months
ended September 30, 2002, Sky Financial Solutions added $191 million in new
loans to its portfolio.
The financial service affiliates' net income increased as compared to 2001 as a
result of the acquisition of two insurance companies during the year, offsetting
a decline in net income at the company's trust operations.
Parent and other includes the net funding costs of the parent company and all
significant non-recurring items of income and expense. The decrease in the net
loss for the nine months ended September 30, 2002 as compared to the same period
in 2001 is due to increased gains on securities available for sale and reduced
interest expense as a result of favorable spreads on interest rate swap
arrangements used to hedge the company's exposure on its trust preferred
securities. These increases were offset by after-tax non-recurring charges of
$3,673 related to Sky's implementation of a new technology platform during the
second quarter of 2002.
Net Interest Income
Net interest income for the nine months ended September 30, 2002 was $260,551,
an increase of $20,986 or 8.8% from $239,565 for the nine months ended September
30, 2001. Net interest income, the difference between interest income earned on
interest-earning assets and interest expense incurred on interest-bearing
liabilities, is the most significant component of the Company's earnings. Net
interest income is affected by changes in the volumes, rates and composition of
interest-earning assets and interest-bearing liabilities. Average earning assets
at September 30, 2002 increased 11.9% as compared to September 30, 2001, with
continued strong growth in average loans, increasing 10.1% from last year, due
in part to average loan growth at SFS of $228,391 at September 30, 2002 as
compared to September 30, 2001. Average interest-bearing deposits increased
13.0% from this time last year, which included organic growth of 7.5% and the
October 2001 acquisition of ten branches with $289 million in deposits. Sky
Financial's net interest margin for the nine months ended September 30, 2002 was
3.93%, a decrease of 12 basis points from the same period a year ago. The net
interest rate margin was positively impacted by $1,704 of net interest earned
from interest rate swaps on the Company's trust preferred securities, but was
ultimately lower during the third quarter of 2002 as compared to the same period
in 2001 due to the extended low interest rate environment as well as the initial
lower spread earned on the branch deposits acquired in the fourth quarter of
last year.
The following table reflects the components of Sky Financial's net interest
income for the nine months ended September 30, 2002 and 2001. Rates are computed
on a tax equivalent basis and non-accrual loans have been included in the
average balances.
Dollars in thousands) Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001
- ------------------------------------------------------------------------------------------------------------------------------
Interest Interest
Average Income/ Average Income/
Balance Expense Rate Balance Expense Rate
- ------------------------------------------------------------------------------------------------------------------------------
Assets
Interest-earning assets:
Interest-bearing deposits in banks $ 39,513 $ 505 1.71% $ 17,287 $ 832 6.23%
Federal funds sold 8,258 95 1.55 22,830 810 4.74
Securities 2,142,688 90,576 5.65 1,815,141 90,084 6.64
Loans and loans held for sale 6,754,315 370,915 7.34 6,135,687 395,438 8.62
----------- --------- ----------- ---------
Total interest-earning assets 8,944,773 462,092 6.91 7,990,945 487,165 8.15
--------- ---------
Noninterest-earning assets 584,247 528,584
----------- -----------
Total assets $ 9,529,020 $ 8,519,529
=========== ===========
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits $ 102,901 $ 629 0.82% $ 166,976 $ 2,345 2.79%
Savings deposits 2,596,196 27,356 1.41 1,865,283 30,893 2.08
Time deposits 3,298,854 106,429 4.31 3,276,983 137,864 5.63
----------- --------- ----------- ---------
Total interest-bearing deposits 5,997,951 134,414 3.00 5,309,242 171,102 4.31
Short-term borrowings 740,647 10,413 1.88 686,685 22,313 4.12
Trust Preferred Securities 109,325 6,306 7.71 108,600 7,843 9.66
Asset Backed Notes 359,452 17,208 6.40 88,440 5,192 7.85
Debt and FHLB advances 700,733 30,749 5.87 844,176 38,499 6.10
----------- --------- ----------- ---------
Total interest-bearing liabilities 7,908,108 199,090 3.37 7,037,143 244,949 4.65
--------- ---------
Noninterest-bearing liabilities 929,157 857,724
Shareholders' equity 691,755 624,662
----------- -----------
Total liabilities and equity $ 9,529,020 $ 8,519,529
=========== ===========
Net interest income
(tax equivalent basis) $ 263,002 $ 242,216
========= =========
Net interest rate spread
(tax equivalent basis) 3.54% 3.50%
===== =====
Net interest margin, (interest
income, taxable equivalent basis,
to interest earning assets) 3.93% 4.05%
===== =====
Provision for Credit Losses
The provision for credit losses represents the charge to income necessary to
adjust the allowance for loan losses to an amount that represents management's
assessment of the estimated probable credit losses inherent in Sky Financial's
loan portfolio which have been incurred at each balance sheet date. The
provision for credit losses increased $4,130 or 17.0% to $28,476 for the nine
months ended September 30, 2002 compared to $24,346 for the same period in 2001.
The higher provision for credit losses for the nine months ended September 30,
2002 was attributable to growth in the loan portfolio and higher net
charge-offs. Net charge-offs were $21,880 or 0.43% (annualized) of average loans
during the nine months ended September 30, 2002, compared to $16,435 or 0.36%
(annualized) for the same period in 2001.
Non-Interest Income
Non-interest income was $105,130 for the nine months ended September 30, 2002,
up 13.0% from $93,056 in the same period last year. Brokerage and insurance
commissions were $27,567 for the first nine months of 2002, up $8,375, or 43.6%
from the prior year. The increases reflect the acquisitions of two insurance
agencies in 2002, Value Added Benefits, Ltd. in April and Celaris Group, Inc. in
January. Service charges on deposits were $25,000, up $2,029, or 8.8% from last
year, attributable mainly to the strong growth in deposits from last year.
Mortgage banking revenues were $15,103 for the nine months ended September 30,
2002, down $1,039, or 6.4% from the same period last year. Mortgage servicing
income includes a charge of $2.8 million for impairment of the company's
mortgage servicing assets as a result of declines in mortgage rates. Excluding
this impairment charge, mortgage servicing income increased $1.5 million from
increased mortgage refinancing activity. Other non-interest income was $24,086
for the nine months ended September 30, 2002, up 12.9% as compared to $21,334
during the same period of the previous year, due mainly to increased income from
investment partnerships. Other non-interest income for the nine months ended
September 30, 2001 also included the sale of the Company's independent
broker/dealer business realizing an after-tax non-recurring gain of $412.
Non-Interest Expense
On a reported basis, non-interest expense for the nine months ended September
30, 2002 was $197,077, which included $5,652 of non-recurring expenses mainly
related to the implementation of Sky's new technology platform. Excluding
non-recurring charges, non-interest expense for the nine months ended September
30, 2002 was $191,425 an increase of $15,103 as compared to $176,322 for the
same period in the previous year and is due primarily increases in salary and
other employee costs as a result of both the acquisition of two insurance
agencies during 2002 and the acquisition of ten banking centers during the
fourth quarter of 2001. Additionally, non-interest expense was impacted by
increased depreciation expense recognized on fixed assets purchased to support
the company's new technology implementation completed in the second quarter of
2002. The efficiency ratio was 52.00% for the nine months ended September 30,
2002, compared to 53.32% for the same period last year.
Income Taxes
The provision for income taxes for the nine months ended September 30, 2002
increased $3,028 to $46,259 from $43,231 for the same period in 2001. The
effective tax rate for the nine months ended September 30, 2002 was 33.0% versus
32.8% for the same period in 2001.
Balance Sheet
At September 30, 2002, total assets were $9,945,028, an increase of $724,800
from December 31, 2001. The increase was primarily attributable to increases in
loans of $550,871, securities available for sale of $175,677, fixed assets of
$10,108 and other assets of $33,762. The increases were partially offset by a
reduction in cash and interest earning deposits of $27,720, a decrease in loans
held for sale of $3,302, a decrease in federal funds sold of $8,000 and an
increase in allowance for credit losses of $6,596. The net growth in assets was
funded primarily by growth in total deposits, up $278,096, and an increase in
borrowed funds of $347,362. Shareholders' equity totaled $715,157 at September
30, 2002, increasing $66,713 from December 31, 2001. Net retained earnings (net
income less cash dividends) for the nine months
ended September 30, 2002 totaled $46,863. Other comprehensive income increased
by $16,532, primarily due to an increase in the market value of securities
available for sale. Additionally, treasury stock decreased $3,599 due to an
increase in stock option exercises, offset by continued repurchasing of shares
by Sky Financial, as authorized by its Board of Directors (see Condensed
Consolidated Statement of Changes in Shareholders' Equity and Note 8).
Non-Performing Assets
The following table presents the aggregate amounts of non-performing assets and
respective ratios on the dates indicated.
September 30, December 31, September 30,
2002 2001 2001
- -----------------------------------------------------------------------------------------
Non-accrual loans $ 63,778 $ 33,319 $ 25,552
Restructured loans 3,306 785 966
------------- ------------ -------------
Total non-performing loans 67,084 34,104 26,518
Other real estate owned 3,791 2,467 2,849
------------- ------------ -------------
Total non-performing assets $ 70,875 $ 36,571 $ 29,367
============= ============ ============
Loans 90 days or more past due
and not on non-accrual $ 9,055 $ 15,902 $ 8,677
Non-performing loans to total
Loans 0.95% 0.53% 41.00%
Non-performing assets to total
loans plus other real
estate owned 1.01 0.56 0.46
Allowance for credit losses to
total non-performing loans 164.15 303.55 381.52
Loans 90 days or more past due
and not on non-accrual
to total loans 0.13 0.25 0.14
Performing loans where some concerns exist as to the ability of the borrower to
comply with present loan repayment terms, excluding non-performing loans,
approximated $51,753 and $45,616 at September 30, 2002 and December 31, 2001,
respectively, and are being closely monitored by management and the Boards of
Directors of the subsidiaries. The classification of these loans, however, does
not imply that management expects losses on each of these loans, but believes
that a higher level of scrutiny is prudent under the circumstances. These loans
require close monitoring despite the fact that they are currently performing.
Such classifications relate to specific concerns relating to each individual
borrower and do not relate to any concentrated risk elements common to all loans
in this group.
Non-accrual loans increased from $33,319 at December 31, 2001 to $63,778 million
at September 30, 2002 primarily as a result of the addition of $22.8 million of
loans that are secured by pools of commercial leases for which payment is over
90 days past due. These loans are guaranteed by surety bonds or insurance
policies issued by three creditworthy insurance companies. Sky is engaged in
litigation with these insurance companies to enforce their payment obligations,
as are a number of other banks nationwide. After consultation with its counsel
as to the strength of its position, Sky believes that the credits are well
secured and the prospects for recovery of all principal and interest are good.
As of September 30, 2002, Sky Financial did not have any loan concentrations
which exceeded 10% of total loans.
Allowance for Credit Losses
The following tables presents a summary of Sky Financial's credit loss
experience for the three months and nine months ended September 30, 2002 and
2001.
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
- --------------------------------------------------------------------------------------------------------------------------
Balance of allowance
at beginning of year $108,065 $ 98,296 $103,523 $ 93,261
Loans charged-off:
Real estate (1,310) (1,007) (5,347) (1,860)
Commercial and agricultural (3,136) (1,943) (6,418) (7,740)
Installment and credit card (4,740) (5,429) (14,639) (12,345)
Other loans (234) - (774) -
-------- -------- -------- --------
Total loans charged-off (9,420) (8,379) (27,178) (21,945)
-------- -------- -------- --------
Recoveries
Real estate 554 40 892 340
Commercial and agricultural 209 1,086 666 2,099
Installment and credit card 1,000 1,007 3,740 3,039
Other loans - - - 32
-------- -------- -------- --------
Total recoveries 1,763 2,133 5,298 5,510
-------- -------- -------- --------
Net loans charged off (7,657) (6,246) (21,880) (16,435)
Provision charged to operating expense 9,711 9,122 28,476 24,346
-------- -------- -------- --------
Balance of allowance at end of period $110,119 $101,172 $110,119 $101,172
======== ======== ======== ========
Ratio of net charge-offs to
average loans outstanding 0.44% 0.39% 0.43% 0.36%
The following table presents the allowance for credit losses as both a
percentage of total loans and total non-performing loans at September 30, 2002
and December 31, 2001.
September 30, December 31,
2002 2001
- --------------------------------------------------------------------------------
Allowance for credit losses
to total loans 1.57 1.58
Allowance for credit losses
to total non-performing loans 164.15 381.52
Sky Financial maintains an allowance for credit losses at a level adequate to
absorb management's estimate of probable losses inherent in the loan portfolio.
The allowance is comprised of a general allowance, a specific allowance for
identified problem loans and an unallocated allowance.
The general allowance is determined by applying estimated loss factors to the
credit exposures from outstanding loans. For construction, commercial and
commercial real estate loans, loss factors are applied based on internal risk
grades of these loans. For residential real estate, installment, credit card and
other loans, loss factors are applied on a portfolio basis. Loss factors are
based on peer and industry loss data compared to Sky Financial's historical loss
experience, and are reviewed for revision on a quarterly
basis, along with other factors affecting the collectibility of the loan
portfolio.
Specific allowances are established for all criticized and classified loans,
where management has determined that, due to identified significant conditions,
the probability that a loss has been incurred exceeds the general allowance loss
factor determination for those loans.
The unallocated allowance recognizes the estimation risk associated with the
allocated general and specific allowances and incorporates management's
evaluation of existing conditions that are not included in the allocated
allowance determinations. These conditions are reviewed quarterly by management
and include general economic conditions, credit quality trends, and internal
loan review and regulatory examination findings. The following table sets forth
Sky Financial's allocation of the allowance for credit losses as of September
30, 2002 and December 31, 2001.
September 30, 2002 December 31, 2001
- --------------------------------------------------------------------------------
Construction $ 1,930 $ 2,387
Real estate 28,399 29,332
Commercial, financial
and agricultural 46,516 33,468
Installment and credit card 23,921 25,756
Other loans 9 1,099
Unallocated 9,344 11,481
-------- --------
Total $110,119 $103,523
======== ========
Liquidity
Management of liquidity is of growing importance to the banking industry. The
liquidity of a financial institution reflects its ability to meet loan requests,
to accommodate possible outflows in deposits and to take advantage of interest
rate market opportunities. The ability of a financial institution to meet its
current financial obligations is a function of balance sheet structure, the
ability to liquidate assets, and the availability of alternative sources of
funds.
In addition to maintaining a stable core deposit base, Sky Financial's banking
subsidiary maintains adequate liquidity primarily through the use of investment
securities and unused borrowing capacity. At September 30, 2002, securities and
other short term investments with maturities of one year or less totaled
$11,171. In addition, the mortgage-backed securities provide an estimated cash
flow of approximately $712,560 over a twelve-month timeframe. The banking
subsidiary is a member of the Federal Home Loan Bank (FHLB). The FHLB provides a
reliable source of funds over and above retail deposits. As of September 30,
2002, the banking subsidiary had total credit availability with the FHLB of
$648,588, of which $644,219 was outstanding.
On March 6, 2002, Sky Financial renegotiated an agreement with unrelated
financial institutions which enabled Sky Financial to borrow up to $120,000
through March 5, 2003. At September 30, 2002, Sky Financial had borrowings of
$75,000 under this agreement.
During September 2002, Sky Bank sold $65,000 in subordinated note arrangements
in a private transaction pursuant to an applicable exemption from registration
under the Securities Act of 1933. Sky Bank used the proceeds to pay down certain
subordinated indebtedness owed to Sky Financial.
The company used these proceeds received from Sky Bank to partially fund the
Three Rivers Bancorp, Inc., merger that was completed on October 1, 2002.
Sky Financial, through SFS, entered into a conduit warehousing facility with a
financial institution to provide up to $125,000 of interim funding for loans
originated by SFS. At September 30, 2002, approximately $71,672 was outstanding
under the warehouse line of credit. SFS has outstanding term funding of $423,616
at September 30, 2002 through the issuance of collateralized notes in a private
placement. This amount includes term funding of $150,760 that was completed in
May 2002 through the issuance of collateralized notes in a private placement in
the 144A market.
Since Sky Financial is a holding company and does not conduct operations, its
primary sources of liquidity are borrowings from outside sources and dividends
paid to it by its banking subsidiary. For the banking subsidiary, regulatory
approval is required in order to pay dividends in excess of the subsidiary's
earnings retained for the current year plus retained net profits for the prior
two years. As a result of these restrictions, dividends that could be paid to
Sky Financial by its bank subsidiary, without prior regulatory approval, were
limited to $6,344 at September 30, 2002.
Asset/Liability Management
Closely related to liquidity management is the management of interest-earning
assets and interest-bearing liabilities. Sky Financial manages its rate
sensitivity position to avoid wide swings in net interest margins and to
minimize risk due to changes in interest rates. At September 30, 2002, Sky
Financial's gap position, the difference between the dollar value of interest
rate sensitive assets and interest rate sensitive liabilities, was slightly
positive for nine months and one year and remained within the Company's ALCO
guideline. Therefore Sky Financial does not expect to experience any significant
fluctuations in its net interest income as a consequence of changes in interest
rates. See also Item. 3, "Quantitative and Qualitative Disclosures About Market
Risk."
Forward-Looking Statements
This report includes forward-looking statements by Sky Financial relating to
such matters as anticipated operating results, credit quality expectations,
prospects for new lines of business, technological developments, economic trends
(including interest rates), acquisition and reorganization transactions and
similar matters. Such statements are based upon the current beliefs and
expectations of Sky Financial's management and are subject to risks and
uncertainties. While Sky Financial believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could prove to be inaccurate, and accordingly, actual results and
experience could differ materially from the anticipated results or other
expectations expressed by Sky Financial in its forward-looking statements.
Factors that could cause actual results or experience to differ from results
discussed in the forward-looking statements include, but are not limited to:
economic conditions; volatility and direction of market interest rates; capital
investment in and operating results of non-banking business ventures of Sky
Financial; governmental legislation and regulation; material unforeseen changes
in the financial condition or results of operations of Sky Financial's
customers; customer reaction to and unforeseen complications with respect to Sky
Financial's restructuring or integration of acquisitions; difficulties in
realizing expected cost savings from acquisitions; difficulties associated with
data conversions in acquisitions or migrations
to a single platform system; and other risks identified from time-to-time in Sky
Financial's other public documents on file with the Securities and Exchange
Commission. The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements, and the purpose of this paragraph is to
secure the use of the safe harbor provisions.
Sabranes-Oxley Act of 2002
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002,
which contains important new requirements for public companies in the area of
financial disclosure and corporate governance. Although much of the act is still
being assessed, we do not anticipate any significant changes in the operations
of and reporting by the Company as a result of the act. In accordance with the
requirements of the Sarbanes-Oxley Act, written certifications for this
quarterly report on Form 10-Q by the chief executive officer and the chief
financial officer accompany this report as filed with the SEC. See "Controls and
Procedures" for Sky Financial's evaluation of disclosure controls and
procedures.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk that a financial institution's earnings and capital, or
its ability to meet its business objectives, will be adversely affected by
movements in market rates or prices such as interest rates, foreign exchange
rates, equity prices, credit spreads and/or commodity prices. Within Sky
Financial, the dominant market risk exposure is changes in interest rates. The
negative effects of this exposure is felt through the net interest margin,
mortgage banking revenues and the market value of various assets and
liabilities.
Sky Financial manages market risk through its Asset/Liability Committee (ALCO)
at the consolidated level. This committee monitors interest rate risk through
sensitivity analysis, whereby it measures potential changes in future earnings
and the fair market values of financial instruments that may result from one or
more hypothetical changes in interest rates. This analysis is performed by
estimating the expected cash flows of Sky Financial's financial instruments
using interest rates in effect at September 30, 2002 and December 31, 2001. For
the fair value estimates, the cash flows are then discounted to year end to
arrive at an estimated present value of Sky Financial's financial instruments.
Hypothetical changes in interest rates are then applied to the financial
instruments, and the cash flows and fair values are again estimated using these
hypothetical rates. For the net interest income estimates, the hypothetical
rates are applied to the financial instruments based on the assumed cash flows.
Sky Financial applied these interest rate shocks to its financial instruments up
200 basis points and up and down 100 basis points. Down 200 basis points was not
measured due to the low probability of such a decline.
The following table presents the potential ratio of Sky Financial's interest
rate sensitive assets (i.e. assets that will mature or reprice within a specific
time period) divided by its interest rate sensitive liabilities (i.e.
liabilities that will mature or reprice within a specific time period), commonly
referred to as the "interest rate sensitivity gap" or "gap", over a six month
time period and a twelve month time period.
September 30, ALCO Guidelines
2002 Max Min
- --------------------------------------------------------------------------------
Six Month 111.8% 125% 95%
Twelve Month 114.9 125% 95%
Sky Financial also utilizes interest rate swaps and caps to effectively move its
liability interest rate re-pricing down the yield curve to more effectively
match the re-pricing characteristics of its assets. At September 30, 2002, the
fair values of Sky Financial's derivative arrangements aggregated $4,910 on
contracts with notional amounts of $229,763.
The following table presents an analysis of the potential sensitivity of Sky
Financial's annual net interest income to sudden and sustained 200 basis-point
changes in market rates.
September 30, December 31,
2002 2001 Guidelines
- --------------------------------------------------------------------------
One Year Net Interest
Income Change
+200 Basis points 3.3% (.2)% (10.0)%
+100 Basis points 3.0 (.03) (5.0)%
-100 Basis points (5.2) (.27) (5.0)%
ALCO is aggressively managing the company's risk to net interest income in
response to continued declines in the interest rate environment.
At September 30, 2002, a 200 basis point increase in the market rates would
impact the Company's economic value of equity by 7.9%. A 100 basis point
increase and decrease in market rates would impact the Company's economic value
of equity by 6.4% and (7.9)%, respectively.
The projected volatility of net interest income and the net present value of
equity rates to a + 200 basis points change and +/- 100 basis point change at
September 30, 2002 and December 31, 2001 fall within the ALCO guidelines.
The preceding analysis is based on numerous assumptions, including relative
levels of market interest rates, loan prepayments and reactions of depositors to
changes in interest rates, and should not be relied upon as being indicative of
actual results. Further, the analysis does not necessarily contemplate all
actions Sky Financial may undertake in response to changes in interest rates.
Item 4. Controls and Procedures
Within 90 days prior to the filing of this report, an evaluation was carried out
under the supervision and with the participation of Sky Financial's management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934). Based on their
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures are effective to
ensure that information required to be disclosed by Sky Financial in reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. Subsequent to the date of their evaluation,
our Chief Executive Officer and Chief Financial Officer have concluded that
there were no significant changes in
Sky Financial's internal controls or other factors that could significantly
affect its internal controls, including any corrective actions with regard to
significant deficiencies and material weaknesses.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Between August 2000 and December 2001, Sky Bank provided financing to a
commercial borrower and its affiliated entities for the purchase of three
separate portfolios of commercial lease pools and a warehouse line of credit to
finance lease pools. These loans, totaling $30 million with a current
outstanding balance of $22.8 million, are secured by assignments of the payment
streams from the underlying leases, surety bonds, and a limited guarantee from
the sole member of the commercial borrower. Sky Bank, in addition to numerous
other financial institutions, had been named in two separate lawsuits filed by
Illinois Union Insurance Company ("IU") in Federal District Court, District of
Nevada and RLI Insurance Company ("RLI") in Federal District Court, Southern
District of California. Both IU and RLI are seeking to rescind surety bonds or
collateral security insurance policies that were assigned to Sky Bank by the
borrower as credit enhancements for lease pools. The surety companies allege
that the originator of the lease fraudulently induced the insurers to issue the
surety bonds, and that the bonds are therefore void.
Sky Financial has made demand for payment from IU, RLI and a third surety, Royal
Indemnity Insurance Company ("Royal") under the relevant bonds and insurance
policies. IU, RLI and Royal (the "Sureties") have failed to make the payments
required under the surety bonds and insurance policies. As a result, on April
11, 2002, Sky Financial filed suit against each of the Sureties in the Court of
Common Pleas, Cuyahoga County, Ohio, which were subsequently removed to Federal
District Court, Northeastern District of Ohio, Eastern Division. Sky Financial's
complaints claim breach of contract, bad faith and allege that the Sureties are
liable for the payments due to Sky under the terms of the bonds and are estopped
from asserting fraud as a defense to paying any claims under the bonds.
On October 25, 2002, the Judicial Panel on Multi-District Litigation (MDL)
issued an order transferring all related litigation to Federal District Court,
Northeastern District of Ohio, Eastern Division, under MDL Docket No. 1490.
Sky Financial has reviewed the relevant matters of fact and law with special
counsel and believes that it has substantial and meritorious claims against the
Sureties, due in part to the fact that under the terms of the bonds, the
Sureties undertake the responsibility for all credit and fraud underwriting, and
waive all defenses associated with the bonds, including defenses of fraud. Sky
Financial has and will continue to vigorously exercise all the rights and
remedies available to it to obtain payment under the bonds.
While the ultimate outcome of the matter cannot be determined at this time, Sky
Financial management does not believe that the outcome of any of these pending
legal proceedings will materially affect the consolidated financial position of
Sky Financial.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(11.1) Statement Re Computation of Earnings Per Common Share
(99.1) CEO certification pursuant to Rules 13a-14 and 15d-14 of
the Exchange Act.
(99.2) CFO certification pursuant to Rules 13a-14 and 15d-14 of
the Exchange Act.
(b) Reports on Form 8-K
Current report on Form 8-K dated August 14, 2002, announcing that
the certification by Sky Financial Group, Inc.'s chief executive
officer and chief financial officer of its Form 10-Q as of
September 30, 2002 required pursuant to 18 U.S.C. Section 1350,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, had
been filed with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SKY FINANCIAL GROUP, INC.
/s/ Kevin T. Thompson
- --------------------------------
Kevin T. Thompson
Executive Vice President / Chief Financial Officer
DATE: November 13, 2002
SKY FINANCIAL GROUP, INC.
EXHIBIT INDEX
Exhibit No. Description Page Number
(11.1) Statement Re Computation of Earnings
Per Common Share
The information required by this exhibit is incorporated
herein by reference from the information contained in Note
7 "Earnings Per Share" on page 11 of Sky Financial's Form
10-Q for September 30, 2002.
(99.1) CEO certification pursuant to Rules 13a-14 and 15d-14 of the
Exchange Act.
(99.2) CFO certification pursuant to Rules 13a-14 and 15d-14 of the
Exchange Act.