UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2005
Commission File Number: 000-33461
FIRST REPUBLIC PREFERRED CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 91-1971389 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
111 Pine Street, 2nd Floor, San Francisco, California | 94111 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (415) 392-1400
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
8.875% Noncumulative Perpetual Series B Preferred Stock
7.25% Noncumulative Perpetual Series D Preferred Stock
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. Yesx No¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of August 3, 2005 was 29,353,353.
FIRST REPUBLIC PREFERRED CAPITAL CORPORATION
| PART I – FINANCIAL INFORMATION | ||||
Item 1. | Financial Statements (Unaudited): | |||
| 3 | ||||
Statement of Income – Three and Six Months Ended June 30, 2005 and 2004 | 4 | |||
Statement of Changes in Stockholders’ Equity – Six Months Ended June 30, 2005 and 2004 | 5 | |||
Statement of Cash Flows – Six Months Ended June 30, 2005 and 2004 | 6 | |||
| 7 | ||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 | ||
Item 3. | 14 | |||
Item 4. | 16 | |||
| PART II – OTHER INFORMATION | ||||
Item 1. | 17 | |||
Item 2. | 17 | |||
Item 3. | 17 | |||
Item 4. | 17 | |||
Item 5. | 17 | |||
Item 6. | 17 | |||
| SIGNATURES | ||||
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PART 1 - FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
The following interim financial statements as of June 30, 2005 and for the three and six months ended June 30, 2005 are unaudited. However, the financial statements reflect all adjustments (which include only normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented.
FIRST REPUBLIC PREFERRED CAPITAL CORPORATION
(A Majority Owned Subsidiary of First Republic Bank)
Balance Sheet
(Unaudited)
June 30, 2005 | December 31, 2004 | |||||||
ASSETS | ||||||||
Cash and short-term investments on deposit with First Republic Bank | $ | 10,281,000 | $ | 4,476,000 | ||||
Single family mortgage loans | 285,035,000 | 288,211,000 | ||||||
Multifamily mortgage loans | 35,730,000 | 37,517,000 | ||||||
Total loans | 320,765,000 | 325,728,000 | ||||||
Less: Allowance for loan losses | (481,000 | ) | (481,000 | ) | ||||
Net loans | 320,284,000 | 325,247,000 | ||||||
Accrued interest receivable | 1,425,000 | 1,431,000 | ||||||
Prepaid expenses | 15,000 | 5,000 | ||||||
Receivable from First Republic Bank | 3,000 | — | ||||||
Total assets | $ | 332,008,000 | $ | 331,159,000 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Liabilities: | ||||||||
Dividends payable on common stock | $ | — | $ | 1,000 | ||||
Payable to First Republic Bank | 25,000 | 19,000 | ||||||
Other payables | 183,000 | 122,000 | ||||||
Total liabilities | 208,000 | 142,000 | ||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.01 par value per share; 10,000,000 shares authorized: | ||||||||
10.50% perpetual, exchangeable, noncumulative Series A preferred stock; $1,000 liquidation value per share; 55,000 shares authorized, issued and outstanding | 55,000,000 | 55,000,000 | ||||||
8.875% perpetual, exchangeable, noncumulative Series B preferred stock; $25 liquidation value per share; 1,840,000 shares authorized, 1,680,000 shares issued and outstanding | 42,000,000 | 42,000,000 | ||||||
5.70% perpetual, convertible, exchangeable, noncumulative Series C preferred stock; $1,000 liquidation value per share; 10,000 shares authorized, 7,000 shares issued and outstanding | 7,000,000 | 7,000,000 | ||||||
7.25% perpetual, exchangeable, noncumulative Series D preferred stock; $25 liquidation value per share; 2,400,000 shares authorized, issued and outstanding | 60,000,000 | 60,000,000 | ||||||
Common stock, $0.01 par value, 50,000,000 shares authorized, 29,353,433 and 29,362,633 shares issued and outstanding at June 30, 2005 and December 31, 2004, respectively | 294,000 | 294,000 | ||||||
Additional paid-in capital | 166,900,000 | 166,923,000 | ||||||
Retained earnings (accumulated deficit) | 606,000 | (200,000 | ) | |||||
Total stockholders’ equity | 331,800,000 | 331,017,000 | ||||||
Total liabilities and stockholders’ equity | $ | 332,008,000 | $ | 331,159,000 | ||||
See accompanying notes to financial statements.
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FIRST REPUBLIC PREFERRED CAPITAL CORPORATION
(A Majority Owned Subsidiary of First Republic Bank)
(Unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||
Interest income: | ||||||||||||
Interest on loans | $ | 4,042,000 | $ | 4,030,000 | $ | 8,053,000 | $ | 8,083,000 | ||||
Interest on short-term investments | 37,000 | 22,000 | 59,000 | 39,000 | ||||||||
Total interest income | 4,079,000 | 4,052,000 | 8,112,000 | 8,122,000 | ||||||||
Provision for loan losses | — | — | — | — | ||||||||
Total interest income after provision for loan losses | 4,079,000 | 4,052,000 | 8,112,000 | 8,122,000 | ||||||||
Operating expense: | ||||||||||||
Advisory fees payable to First Republic Bank | 25,000 | 19,000 | 50,000 | 38,000 | ||||||||
General and administrative | 69,000 | 73,000 | 130,000 | 126,000 | ||||||||
Total operating expense | 94,000 | 92,000 | 180,000 | 164,000 | ||||||||
Net income before preferred stock dividends | 3,985,000 | 3,960,000 | 7,932,000 | 7,958,000 | ||||||||
Dividends on preferred stock | 3,564,000 | 3,563,000 | 7,126,000 | 7,126,000 | ||||||||
Net income available to common stockholders | $ | 421,000 | $ | 397,000 | $ | 806,000 | $ | 832,000 | ||||
See accompanying notes to financial statements.
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FIRST REPUBLIC PREFERRED CAPITAL CORPORATION
(A Majority Owned Subsidiary of First Republic Bank)
Statement of Changes in Stockholders’ Equity
(Unaudited)
Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total | ||||||||||||||
Balance as of January 1, 2004 | $ | 164,000,000 | $ | 294,000 | $ | 165,000,000 | $ | (200,000 | ) | $ | 329,094,000 | |||||||
Net income before preferred stock dividends | — | — | — | 7,958,000 | 7,958,000 | |||||||||||||
Dividends on preferred stock | — | — | — | (7,126,000 | ) | (7,126,000 | ) | |||||||||||
Balance as of June 30, 2004 | $ | 164,000,000 | $ | 294,000 | $ | 165,000,000 | $ | 632,000 | $ | 329,926,000 | ||||||||
Balance as of January 1, 2005 | $ | 164,000,000 | $ | 294,000 | $ | 166,923,000 | $ | (200,000 | ) | $ | 331,017,000 | |||||||
Net income before preferred stock dividends | — | — | — | 7,932,000 | 7,932,000 | |||||||||||||
Dividends on preferred stock | — | — | — | (7,126,000 | ) | (7,126,000 | ) | |||||||||||
Repurchase shares of common stock | — | — | (23,000 | ) | — | (23,000 | ) | |||||||||||
Balance as of June 30, 2005 | $ | 164,000,000 | $ | 294,000 | $ | 166,900,000 | $ | 606,000 | $ | 331,800,000 | ||||||||
See accompanying notes to financial statements.
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FIRST REPUBLIC PREFERRED CAPITAL CORPORATION
(A Majority Owned Subsidiary of First Republic Bank)
(Unaudited)
| Six Months Ended June 30, | ||||||||
| 2005 | 2004 | |||||||
Operating activities: | ||||||||
Net income before preferred stock dividends | $ | 7,932,000 | $ | 7,958,000 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Amortization of premium on loans | 123,000 | 257,000 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accrued interest receivable | 6,000 | 97,000 | ||||||
Receivable from First Republic Bank | (3,000 | ) | — | |||||
Prepaid expenses | (10,000 | ) | 1,000 | |||||
Payable to First Republic Bank | 6,000 | — | ||||||
Other payables | 61,000 | 25,000 | ||||||
Net cash provided by operating activities | 8,115,000 | 8,338,000 | ||||||
Investing activities: | ||||||||
Loans acquired from First Republic Bank | (34,272,000 | ) | (64,315,000 | ) | ||||
Principal payments on loans | 39,112,000 | 62,451,000 | ||||||
Net cash provided (used) by investing activities | 4,840,000 | (1,864,000 | ) | |||||
Financing activities: | ||||||||
Dividends paid on preferred stock | (7,126,000 | ) | (7,126,000 | ) | ||||
Dividends paid on common stock | (1,000 | ) | (1,255,000 | ) | ||||
Repurchase of common stock | (23,000 | ) | — | |||||
Net cash used by financing activities | (7,150,000 | ) | (8,381,000 | ) | ||||
Increase (decrease) in cash and cash equivalents | 5,805,000 | (1,907,000 | ) | |||||
Cash and cash equivalents at beginning of year | 4,476,000 | 6,766,000 | ||||||
Cash and cash equivalents at end of period | $ | 10,281,000 | $ | 4,859,000 | ||||
See accompanying notes to financial statements.
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FIRST REPUBLIC PREFERRED CAPITAL CORPORATION
(A Majority Owned Subsidiary of First Republic Bank)
Notes to Financial Statements
June 30, 2005
Note 1. Organization and Basis of Presentation
First Republic Preferred Capital Corporation (the “Company”) is a Nevada corporation formed by First Republic Bank (the “Bank”) in April 1999 for the purpose of raising capital for the Bank. The Company’s principal business is acquiring, holding, financing and managing assets secured by real estate mortgages and other obligations secured by real property, as well as certain other qualifying real estate investment trust (“REIT”) assets (collectively, the “Mortgage Assets”). All of the Mortgage Assets presently held by the Company are loans secured by single family and multifamily real estate properties (“Mortgage Loans”) that were acquired from the Bank. The Company expects that all, or substantially all, of its Mortgage Assets will continue to be Mortgage Loans acquired from the Bank. The Company has elected to be taxed as a REIT and intends to make distributions to its stockholders such that the Company is relieved of substantially all income taxes relating to ordinary income under applicable tax regulations. Accordingly, no provision for income taxes is included in the accompanying financial statements.
As of June 30, 2005, the Company has issued 29,353,433 shares of common stock, par value $0.01 per share. The Bank owns all of the common stock, except for 640 shares held by certain of the Bank’s former employees. Earnings per share data is not presented, as the Company’s common stock is not publicly traded.
These interim financial statements are intended to be read in conjunction with the financial statements presented in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2004. Interim results are not necessarily indicative of results to be expected for the entire year.
The results of operations of the Company and the Bank are subject to various risks, including business, economic, legal and regulatory conditions and factors. Additional information is included in the Company’s Annual Report on Form 10-K under the caption “Risk Factors.”
Note 2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for losses on loans.
Mortgage Loans
Mortgage Loans are carried at the principal amount outstanding, net of purchase discounts and premiums. Discounts or premiums on Mortgage Loans are accreted or amortized as yield adjustments over the contractual lives of the loans using methods that approximate the interest method. The unaccreted discount or unamortized premium on a loan sold or paid in full is recognized in income at the time of sale or payoff.
The Company has purchased Mortgage Loans from the Bank at the Bank’s carrying amount, which generally has approximated the fair values of the loans purchased. If a significant difference were to exist between the Bank’s carrying amount and the fair value of loans at the date of purchase by the Company, the difference would be recorded as a capital contribution by the Bank or a capital distribution to the Bank and would not be an adjustment to the basis of the loans.
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At June 30, 2005, Mortgage Loans totaled $320.8 million, of which $285.0 million were single family mortgages and $35.8 million were multifamily mortgages. At December 31, 2004, Mortgage Loans totaled $325.7 million, of which $288.2 million were single family mortgages and $37.5 million were multifamily mortgages.
Interest income from loans is recognized in the month earned and is net of servicing fees paid to the Bank. A loan is placed on nonaccrual status and interest income is not recorded on the loan when the loan becomes more than 90 days delinquent, except for any single family loan that is well secured and in the process of collection, or at such earlier time as management determines that the ultimate collection of all contractually due principal or interest is unlikely. When a loan is placed on nonaccrual status, interest income may be recorded when cash is received if the Company’s recorded investment in such loans is deemed collectible. When, in management’s judgment, the borrower’s ability to make periodic interest and principal payments resumes, the loan is returned to accrual status. There were no nonaccrual loans as of June 30, 2005 or December 31, 2004. The Company classifies a loan as impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. There were no impaired loans in the Company’s loan portfolio at June 30, 2005 or December 31, 2004.
Allowance for Loan Losses
The Company maintains an allowance for loan losses that can be reasonably anticipated based upon specific conditions at the time. The Company considers a number of factors, including the Company’s and the Bank’s past loss experience, the Bank’s underwriting policies, the amount of past due and nonperforming loans, legal requirements, recommendations or requirements of regulatory authorities, current economic conditions and other factors. If the Company were to determine that an additional provision is required, the Company would provide for loan losses by charging current income.
Other Real Estate Owned
Real estate acquired through foreclosure is recorded at the lower of cost or fair value minus estimated costs to sell such real estate. Costs related to holding real estate are recorded as expenses when incurred. The Company has not owned any real estate since inception.
Statement of Cash Flows
For the purpose of reporting cash flows, cash and cash equivalents include cash on hand and short-term investments on deposit with the Bank. As a REIT making sufficient dividend distributions, the Company paid no income taxes for the six months ended June 30, 2005 or for the fiscal year ended December 31, 2004.
Note 3. Related Party Transactions
Since inception in April 1999, the Company has acquired all of its Mortgage Loans from the Bank. The aggregate cost of loans acquired by the Company during the second quarter was approximately $23 million in 2005 and $50 million in 2004, including net premiums of $13,000 and $34,000, respectively. The aggregate cost of such loans acquired during the first six months was approximately $34 million in 2005 and $64 million in 2004, including net premiums of $66,000 and $74,000, respectively. All purchases were at a price equal to the Bank’s carrying amount, which approximated the fair value of the Mortgage Loans.
The Company has a loan purchase and servicing agreement with the Bank pursuant to which the Bank performs, among other things, servicing of loans held by the Company in accordance with normal industry practice. The loan purchase and servicing agreement is renewable on an annual basis. The Bank charges an annual servicing fee of 0.25% of the gross average outstanding principal balances of the Mortgage Loans that the Bank services. The Company records the servicing fees as a reduction of interest income. Loan servicing fees were $198,000 and $192,000 for the three months ended June 30, 2005 and 2004, respectively, and $394,000 and $384,000 for the six months ended June 30, 2005 and 2004. In its capacity as servicer, the Bank receives Mortgage Loan payments on behalf of the Company and holds the payments in custodial accounts at the Bank.
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The Company has entered into an advisory agreement with the Bank under which the Bank administers the day-to-day operations of the Company. The Bank is responsible for: (i) monitoring the credit quality of the Mortgage Assets held by the Company; (ii) advising the Company with respect to the reinvestment of income from, and principal payments on, the Mortgage Assets, and with respect to the acquisition, management, financing and disposition of the Mortgage Assets; and (iii) monitoring the Company’s compliance with the requirements necessary to qualify as a REIT.
The advisory agreement is renewable on an annual basis. As a result of the increased complexity of governing a public company, the board of directors of the Company, including a majority of the independent directors, approved an increase in the annual fee from $75,000 to $100,000 beginning fiscal year 2005. This fee is payable in equal quarterly installments. The Company had $25,000 and $19,000 payable to the Bank for advisory fees at June 30, 2005 and at December 31, 2004, respectively.
At December 31, 2002, the Bank owned 15,000 shares of the Company’s outstanding Series A Preferred Shares, with a liquidation preference value of $15.0 million. During 2003, the Bank purchased on the open market 10,260 additional shares of the Company’s outstanding Series A Preferred Shares with a liquidation preference value of $10.3 million. During 2004, the Bank purchased on the open market 150 shares of the Company’s outstanding Series A Preferred Shares with a liquidation preference value of $150,000. During the first six months of 2005, the Bank did not purchase any shares of the Company’s outstanding Series A Preferred Shares. At June 30, 2005, the Bank owned 25,410 shares of the outstanding Series A Preferred Shares with a liquidation preference value of $25.4 million.
Note 4. Preferred Stock
As of June 30, 2005, the Company was authorized to issue 10,000,000 shares of preferred stock. The Company has issued and outstanding each of the following series of preferred stock, par value $0.01 per share.
June 30, 2005 | December 31, 2004 | |||||
Series A - 55,000 shares authorized, issued and outstanding | $ | 55,000,000 | $ | 55,000,000 | ||
Series B - 1,840,000 shares authorized, 1,680,000 issued and outstanding | 42,000,000 | 42,000,000 | ||||
Series C - 10,000 shares authorized, 7,000 issued and outstanding | 7,000,000 | 7,000,000 | ||||
Series D - 2,400,000 shares authorized, issued and outstanding | 60,000,000 | 60,000,000 | ||||
Total preferred stock issued and outstanding | $ | 164,000,000 | $ | 164,000,000 | ||
The Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares are collectively referred to as the “Preferred Shares.”
In June 1999, the Company issued 55,000 Series A Preferred Shares. The Company’s proceeds from this issuance were $55 million; the Bank paid all expenses of the offering, including underwriting commissions and discounts. The Series A Preferred Shares are not redeemable prior to June 1, 2009. Holders of the Series A Preferred Shares are entitled to receive, if authorized and declared by the board of directors of the Company, noncumulative dividends at a rate of 10.5% per annum, or $105 per annum per share. Dividends on the Series A Preferred Shares, if authorized and declared, are payable semiannually in arrears on June 30 and December 30 of each year.
In June 2001, the Company issued 7,000 Series C Preferred Shares. The Company’s proceeds from this issuance were $7 million; the Bank paid all expenses of the offering, including underwriting commissions and discounts. The Series C Preferred Shares are not redeemable prior to June 16, 2007. The Series C Preferred Shares are convertible into common stock of the Bank at a price of $20.38 per share. The single holder of the Series C Preferred Shares is entitled to receive, if authorized and declared by the board of directors of the Company, noncumulative dividends at a rate of 5.7% per annum, or $57 per annum per share. Dividends on the Series C Preferred Shares, if authorized and declared, are payable semiannually in arrears on June 30 and December 30 of each year.
In January 2002, the Company issued 1,680,000 Series B Preferred Shares. The Company’s proceeds from this issuance were $42 million; the Bank paid all expenses of the offering, including underwriting commissions and discounts. The Series B Preferred Shares are not redeemable prior to December 30, 2006. Holders of the Series B
9
Preferred Shares are entitled to receive, if authorized and declared by the board of directors of the Company, noncumulative dividends at a rate of 8.875% per annum, or $2.21875 per annum per share. Dividends on the Series B Preferred Shares, if authorized and declared, are payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year.
In June 2003, the Company issued 2,400,000 Series D Preferred Shares. The Company’s proceeds from this issuance were $60 million; the Bank paid all expenses of the offering, including underwriting commissions and discounts. The Series D Preferred Shares are not redeemable prior to June 27, 2008. Holders of the Series D Preferred Shares are entitled to receive, if authorized and declared by the board of directors of the Company, noncumulative dividends at a rate of 7.25% per annum, or $1.8125 per annum per share. Dividends on the Series D Preferred Shares, if authorized and declared, are payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year.
Upon the occurrence of an adverse change in relevant tax laws, the Company will have the right to redeem the Preferred Shares, in whole (but not in part). The liquidation preference for each of the Series A Preferred Shares and the Series C Preferred Shares is $1,000 per share plus the semiannual dividend thereon accrued through the date of redemption for the dividend period in which the redemption occurs. The liquidation preference for each of the Series B Preferred Shares and the Series D Preferred Shares is $25 per share plus the quarterly dividend thereon accrued through the date of redemption for the dividend period in which the redemption occurs.
The Preferred Shares will be exchanged into preferred shares of the Bank upon the occurrence of certain events. The exchange rate for each of the Series A Preferred Shares and the Series C Preferred Shares is 1:1. The exchange rate for each of the Series B Preferred Shares and Series D Preferred Shares is 1:1/40. Except under certain limited circumstances, the holders of the Preferred Shares have no voting rights.
Note 5. Common Stock
As of June 30, 2005, the Company was authorized to issue 50,000,000 shares of common stock with a par value of $0.01 per share, and there were 29,353,433 shares outstanding. In January 2005, the Company tendered an offer to repurchase the 9,840 shares that were issued to 123 current and former employees of the Bank. As of June 30, 2005, 115 individuals had accepted the offer of $2.50 per share, or $200 for each owner.
Holders of common stock are entitled to receive dividends if and when authorized and declared by the board of directors out of funds legally available therefor after all preferred dividends have been paid for the full year.
Note 6. Dividends on Preferred Stock and Common Stock
The following table presents the dividends on the Preferred Shares that the Company has accrued and paid in 2005.
| Three Months Ended June 30, 2005 | Six Months Ended June 30, 2005 | |||||
Series A Preferred Shares | $ | 1,444,000 | $ | 2,887,000 | ||
Series B Preferred Shares | 932,000 | 1,864,000 | ||||
Series C Preferred Shares | 100,000 | 200,000 | ||||
Series D Preferred Shares | 1,088,000 | 2,175,000 | ||||
Total | $ | 3,564,000 | $ | 7,126,000 | ||
Dividends on the Preferred Shares are payable if, when and as authorized and declared by the Company’s board of directors. If the board of directors does not authorize a dividend on any of the Preferred Shares for any respective dividend period, holders of each class of Preferred Shares will not be entitled to be paid that dividend later or to recover any unpaid dividend whether or not funds are, or subsequently become, available. The board of directors, in its business judgment, may determine that it would be in the best interest of the Company to pay less than the full amount of the stated dividend on each series of Preferred Shares for any dividend period. However, to remain qualified as a REIT, the Company must distribute annually at least 90% of its “REIT taxable income” (excluding deductions for any dividends paid and any net capital gains) to stockholders, and, generally, the Company cannot
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pay dividends on the common stock for periods in which less than full dividends are paid on each series of Preferred Shares.
The Company expects to pay the holders of common stock an amount of dividends that when aggregated with the dividends paid to holders of the Preferred Shares is not less than 90% of the Company’s “REIT taxable income” (excluding deductions for any dividends paid and any net capital gains) in order to remain qualified as a REIT. The Company did not declare dividends on its common stock during the second quarter or first six months of 2005 or 2004.
Note 7. Concentration of Credit Risk
At June 30, 2005, the Company held Mortgage Loans secured by real estate properties located primarily in California (78% in total). Future economic, political or other developments in California could adversely affect the value of the Mortgage Loans. See “Financial Condition - Significant Concentration of Credit Risk” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Introduction
This discussion summarizes the significant factors affecting the financial condition as of June 30, 2005 and results of operations of the Company for the three and six months ended June 30, 2005. This discussion is provided to increase the understanding of, and should be read in conjunction with, the unaudited interim financial statements, accompanying notes and tables included in this quarterly report.
Information Regarding Forward-Looking Statements
This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements reflect management’s current views and assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about the following:
| • | business strategy; |
| • | estimated capital requirements and the Company’s need for additional financing in the future; and |
| • | plans, objectives, expectations and intentions contained in this report that are not historical facts. |
Forward-looking statements can be identified by terms such as “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “intend,” “potential,” “continue,” and similar expressions intended to identify forward-looking statements. Statements that contain these words should be read carefully because they discuss future expectations, contain projections of future results of operations or of financial condition or state other “forward-looking” information. There may be events in the future, however, that cannot be accurately predicted or controlled and that may cause actual results to differ materially from the expectations described in the forward-looking statements. The reader is cautioned that all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those discussed as a result of various factors, including, but not limited to, competitive pressure in the mortgage lending industry; changes in the interest rate environment that reduce margins; general economic conditions, either nationally or regionally, that are less favorable than expected, resulting in, among other things, a deterioration in credit quality and an increase in the provision for loan losses; changes in the regulatory environment; changes in business conditions, particularly in San Francisco and Los Angeles counties and the New York area and in the home mortgage lending industry; and changes in the securities markets. Other risks, uncertainties and factors are discussed elsewhere in this report, in other filings by the
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Company with the SEC (including in the section entitled “Risk Factors” of the Company’s Annual Report or Form 10-K for the fiscal year ended December 31, 2004) or in materials incorporated therein by reference.
Throughout this document, “Company” refers to First Republic Preferred Capital Corporation and “Bank” refers to First Republic Bank.
Results of Operations
Overview
Net income before preferred stock dividends was $3,985,000 for the second quarter of 2005, compared with $3,960,000 for the second quarter of 2004. For the first six months, net income before preferred stock dividends was $7,932,000 in 2005, slightly lower than $7,958,000 in 2004 due to lower interest income. The ratio of earnings to fixed charges was 1.12x and 1.11x for the three and six months ended June 30, 2005, compared with 1.11x and 1.12x for the same periods in 2004. Dividend payments were 100% of fixed charges.
Total Interest Income
The following table presents the average balances and yields on the Company’s interest-earning assets for the periods indicated:
| Three Months Ended June 30, | ||||||||||||||||||
| 2005 | 2004 | |||||||||||||||||
| (Dollars in thousands) | Average Balance | Interest Income | Yield | Average Balance | Interest Income | Yield | ||||||||||||
Loans | $ | 327,401 | $ | 4,042 | 4.93 | % | $ | 322,178 | $ | 4,030 | 5.00 | % | ||||||
Short-term investments | 6,289 | 37 | 2.29 | 9,530 | 22 | 0.93 | ||||||||||||
Total interest-earning assets | $ | 333,690 | $ | 4,079 | 4.88 | % | $ | 331,708 | $ | 4,052 | 4.88 | % | ||||||
| Six Months Ended June 30, | ||||||||||||||||||
| 2005 | 2004 | |||||||||||||||||
| (Dollars in thousands) | Average Balance | Interest Income | Yield | Average Balance | Interest Income | Yield | ||||||||||||
Loans | $ | 327,243 | $ | 8,053 | 4.92 | % | $ | 322,233 | $ | 8,083 | 5.01 | % | ||||||
Short-term investments | 5,450 | 59 | 2.13 | 8,616 | 39 | 0.90 | ||||||||||||
Total interest-earning assets | $ | 332,693 | $ | 8,112 | 4.87 | % | $ | 330,849 | $ | 8,122 | 4.90 | % | ||||||
Interest income on Mortgage Loans increased slightly in the second quarter of 2005 compared with the same period in 2004; however, the average yield for the second quarter of 2005 dropped to 4.93% from 5.00% for the same quarter in 2004. The increase in interest income was primarily due to an increase in loan volume, offset by a change in the loan portfolio mix to lower-yielding adjustable rate mortgage loans (“ARMs”). The changes in loan volume and average loan yield for the first six months in 2005, compared with the same period in 2004, were due to similar factors. Repayments of higher-yielding intermediate fixed and fixed rate loans during 2004 and early 2005 were reinvested in lower-yielding adjustable rate loans. The balance of adjustable rate mortgage loans at June 30, 2005 was 53% of Mortgage Loans, up from 39% at June 30, 2004. The weighted average coupon rate of ARMs at June 30, 2005 was 4.79%, up 37 basis points from 4.42% at December 31, 2004 and up 34 basis points from 4.45% at June 30, 2004, due to the rise in short-term rates. At June 30, 2005, the weighted average coupon rate of the total loan portfolio was 5.10%, compared with 4.98% at December 31, 2004 and 5.13% at June 30, 2004. See “Quantitative and Qualitative Disclosures about Market Risks.”
The Bank retains an annual servicing fee of 25 basis points on the gross average outstanding principal balance of the Mortgage Loans that the Bank services, which reduces the interest income that the Company receives. For the second quarter, loan servicing fees were $198,000 in 2005 and $192,000 in 2004. For the first six months, loan servicing fees were $394,000 in 2005 and $384,000 in 2004. Loan servicing fees for each period were in line with the average loan balance for that period.
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Interest income on short-term investments increased in the three and six months ended June 30, 2005, compared with the same periods in 2004, due to higher rates. The average yield on the Company’s interest-bearing money market account rose to 2.29% in the second quarter of 2005 as interest rates began to rise mid-2004, compared with 0.93% for the second quarter of 2004.
Operating Expense
The Company incurs advisory fee expenses payable to the Bank. The Company has entered into an advisory agreement with the Bank for services that the Bank renders on the Company’s behalf for which it is paid $100,000 per annum in equal quarterly installments beginning in 2005. Advisory fees for the second quarter were $25,000 in 2005 and $19,000 in 2004. For the six-month period, advisory fees were $50,000 in 2005 and $38,000 in 2004.
General and administrative expenses primarily consisted of audit fees, rating agency fees, exchange listing fees and other stockholder costs. For the second quarter, these fees and other operating expenses were $69,000 in 2005 and $73,000 in 2004, and $130,000 and $126,000 for the six months ended June 30, 2005 and 2004.
Financial Condition
Interest-bearing Deposits with the Bank
At June 30, 2005 and December 31, 2004, interest-bearing deposits consisted entirely of a money market account held at the Bank. Generally, the balance in this account reflects principal and interest received on the Mortgage Loans.
Mortgage Loans
The loan portfolio at June 30, 2005 and December 31, 2004 consisted of both single family and multifamily mortgage loans acquired from the Bank. The Company anticipates that in the future it will continue to acquire all of its loans from the Bank.
A loan is placed on nonaccrual status when any installment of principal or interest is over 90 days past due, except for any single family loan that is well secured and in the process of collection, or when the Company determines that the ultimate collection of all contractually due principal or interest is unlikely. The Company classifies a loan as impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement.
As of June 30, 2005 and December 31, 2004, there were no nonaccrual loans, impaired loans or loans that were troubled debt restructurings. In addition, at June 30, 2005 and December 31, 2004, there were no accruing loans that were contractually past due more than 90 days.
The following table presents information with respect to the Company’s allowance for loan losses:
| Six Months Ended June 30, | �� | Year Ended 2004 | ||||||||||
| 2005 | 2004 | |||||||||||
Allowance for Loan Losses: | ||||||||||||
Balance, beginning of period | $ | 481,000 | $ | 481,000 | $ | 481,000 | ||||||
Chargeoffs | — | — | — | |||||||||
Recoveries | — | — | — | |||||||||
Balance, end of period | $ | 481,000 | $ | 481,000 | $ | 481,000 | ||||||
Average loans for the period | $ | 327,243,000 | $ | 322,233,000 | $ | 323,720,000 | ||||||
Total loans at period end | $ | 320,765,000 | $ | 324,112,000 | $ | 325,728,000 | ||||||
Ratio of allowance for loan losses to total loans | 0.15 | % | 0.15 | % | 0.15 | % | ||||||
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Significant Concentration of Credit Risk
Concentration of credit risk generally arises with respect to the loan portfolio when a number of borrowers engage in similar business activities or activities in the same geographical region. Concentration of credit risk indicates the relative sensitivity of the Company’s performance to both positive and negative developments affecting a particular industry. The balance sheet exposure to geographic concentrations directly affects the credit risk of the loans within the Company’s loan portfolio.
At June 30, 2005, 59% of the Company’s loans were secured by properties located in the San Francisco Bay Area, 11% in New York and contiguous states, 10% in Los Angeles County, 9% in other parts of California, and 11% in other parts of the United States. At June 30, 2005, the weighted average loan-to-value ratio on the Mortgage Loans was approximately 54%, based on the appraised values of the properties at the time the loans were originated.
The following table presents an analysis of the Company’s Mortgage Loans at June 30, 2005 by major geographic location:
| (Dollars in thousands) | San Francisco Bay Area | Greater New York Area | Los Angeles County | Other California Areas | Las Vegas Nevada | Other | Total | |||||||||||||||||||||
Single family loans | $ | 161,383 | $ | 35,284 | $ | 28,928 | $ | 25,958 | $ | 1,793 | $ | 31,689 | $ | 285,035 | ||||||||||||||
Multifamily loans | 29,182 | 857 | 3,057 | 2,634 | 0 | 0 | 35,730 | |||||||||||||||||||||
Total | $ | 190,565 | $ | 36,141 | $ | 31,985 | $ | 28,592 | $ | 1,793 | $ | 31,689 | $ | 320,765 | ||||||||||||||
Percent by location | 59 | % | 11 | % | 10 | % | 9 | % | 1 | % | 10 | % | 100 | % | ||||||||||||||
Liquidity and Capital Resources
The Company’s principal liquidity needs are to pay dividends and to fund the acquisition of additional Mortgage Assets as borrowers repay Mortgage Loans. The Company intends to fund the acquisition of additional Mortgage Loans with the proceeds of principal repayments on its current portfolio of Mortgage Loans. Proceeds from interest payments will be reinvested until used for the payment of operating expenses and dividends. The Company does not anticipate that it will have any other material capital expenditures. The cash generated from interest and principal payments on Mortgage Assets is expected to provide sufficient funds for operating requirements and dividend payments in accordance with the requirements to be taxed as a REIT for the foreseeable future.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Interest Rate Risk Management
The Company services fixed-rate dividend obligations to preferred stockholders and operating expenses by the collection of interest income from its Mortgage Loans. To meet dividend payments, the Company maintains an average interest-earning asset balance of approximately two times the liquidation preference of outstanding preferred shares. The Company’s earnings to fixed charges ratio was 1.12x for the second quarter of 2005, compared with 1.11x for the first quarter of 2005 and 1.13x for the year 2004.
Since June 2004, interest rates have begun to move up from 40-year historical lows. However, higher-yielding intermediate fixed and fixed rate loans continued to pay off during the quarter ended June 30, 2005. The repayment proceeds were primarily reinvested in lower-yielding adjustable rate loans. The average yield on average interest-earning assets was 4.88% for the second quarter of 2005, comparable to 4.86% for the prior quarter and 4.88% for the second quarter of 2004.
At June 30, 2005, 53% of the Mortgage Loans were adjustable rate loans, 33% were intermediate fixed rate loans and 14% were fixed rate loans. The weighted average coupon rate for each loan type at June 30, 2005 was 4.79%, 5.33% and 5.68%, respectively, and the weighted average remaining maturity was 23.7 years. In comparison, at June 30, 2004, 39% were adjustable rate loans, 43% were intermediate fixed rate loans and 18% were fixed rate loans. The weighted average coupon rate for each loan type at June 30, 2004 was 4.45%, 5.43% and 5.80%, respectively, and the weighted average remaining maturity was 23.9 years.
14
For ARMs, the timing of changes in average yields depends on the underlying interest rate index, the timing of changes in the index, and the frequency of adjustments to the loan rate. The weighted average coupon rate was 4.79% at June 30, 2005, up 37 basis points from 4.42% at December 31, 2004 and up 34 basis points from 4.45% at June 30, 2004 due to the rise in short-term rates. At June 30, 2005, ARMs indexed to COFI were 77% of total adjustable rate loans, or 41% of total Mortgage Loans, compared with 68% of total adjustable rate loans at June 30, 2004, or 26% of total Mortgage Loans.
For intermediate fixed and fixed rate loans, the gross principal outstanding at June 30, 2005 was $151.0 million, or 47% of total loans, down from $201.6 million at June 30, 2004, or 62% of total loans. The weighted average coupon rate for intermediate fixed rate loans declined 10 basis points to 5.33% at June 30, 2005 from 5.43% at June 30, 2004. The weighted average coupon rate for fixed rate loans declined 12 basis points to 5.68% at June 30, 2005 from 5.80% at June 30, 2004. Repayments of intermediate fixed and fixed rate loans during the past year were a significant portion of the total repayment proceeds. The Company reinvested these repayment proceeds in lower-yielding ARMs.
The following table presents an analysis of Mortgage Loans at June 30, 2005 by interest rate type:
| (Dollars in thousands) | Balance | Net Coupon (1)(2) | Months to Next Reset (1) | Percentage of Portfolio | |||||||
ARM loans: | |||||||||||
COFI | $ | 130,872 | 4.65 | % | 1 | 41 | % | ||||
CMT | 28,010 | 5.14 | 5 | 9 | |||||||
Prime | 1,838 | 6.80 | 1 | 1 | |||||||
LIBOR | 9,060 | 5.35 | 7 | 2 | |||||||
Total ARMs | 169,780 | 4.79 | 2 | 53 | |||||||
Intermediate fixed: | |||||||||||
12 months to 36 months | 70,269 | 5.33 | 28 | 22 | |||||||
37 months to 60 months | 24,155 | 5.40 | 43 | 7 | |||||||
Greater than 60 months | 11,560 | 5.19 | 91 | 4 | |||||||
Total intermediate fixed | 105,984 | 5.33 | 39 | 33 | |||||||
Total adjustable rate loans | 275,764 | 5.00 | 16 | 86 | |||||||
Fixed rate loans | 45,001 | 5.68 | 14 | ||||||||
Total loans | $ | 320,765 | 5.10 | % | 100 | % | |||||
| (1) | Weighted average. |
| (2) | Net of servicing fees retained by the Bank. |
The following table illustrates maturities or interest rate adjustments based upon the contractual maturities or adjustment dates as of June 30, 2005:
| (Dollars in thousands) | 0-6 Months | 7-12 Months | 1-3 Years | 3-5 Years | Over 5 Years | Not Rate Sensitive | Total | ||||||||||||||||||||
Cash and investments | $ | 10,281 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 10,281 | |||||||||||||
Loans | 155,866 | 19,029 | 79,227 | 21,059 | 45,584 | — | 320,765 | ||||||||||||||||||||
Other assets | — | — | — | — | — | 962 | 962 | ||||||||||||||||||||
Total assets | $ | 166,147 | $ | 19,029 | $ | 79,227 | $ | 21,059 | $ | 45,584 | $ | 962 | $ | 332,008 | |||||||||||||
Other liabilities | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 208 | $ | 208 | |||||||||||||
Stockholders’ equity | — | — | — | — | — | 331,800 | 331,800 | ||||||||||||||||||||
Total liabilities and equity | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 332,008 | $ | 332,008 | |||||||||||||
Repricing GAP-positive(negative) | $ | 166,147 | $ | 19,029 | $ | 79,227 | $ | 21,059 | $ | 45,584 | $ | (331,046 | ) | ||||||||||||||
Cumulative repricing GAP: | |||||||||||||||||||||||||||
Dollar amount | $ | 166,147 | $ | 185,176 | $ | 264,403 | $ | 285,462 | $ | 331,046 | |||||||||||||||||
Percent of total assets | 50.0 | % | 55.8 | % | 79.6 | % | 86.0 | % | 99.7 | % | |||||||||||||||||
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The Company has not engaged in business activities related to foreign currency transactions or commodity-based instruments and has not made any investments in equity securities subject to price fluctuations.
| ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
As required by SEC rules, the Company carried out an evaluation of the effectiveness of the design and operation of its “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act, as of the end of the period covered by this report. The Company’s management, including the Company’s chief executive officer and chief financial officer, supervised and participated in the evaluation. Based on that evaluation, the chief executive officer and the chief financial officer concluded that the Company’s disclosure controls and procedures, as of June 30, 2005, were effective for providing reasonable assurance that information required to be disclosed by the Company in such reports was accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no significant changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2005 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
16
PART II - OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
Not Applicable
| ITEM 2. | UNREGISTERED SALES OF EQUITY 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 |
| 12 | Statement of computation of ratios of earnings to fixed charges. | |
| 31.1 | Certification pursuant to 15 U.S.C. 7m(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification pursuant to 15 U.S.C. 7m(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
17
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FIRST REPUBLIC PREFERRED CAPITAL CORPORATION
Date: August 11, 2005 | By: | /s/ JAMES J. BAUMBERGER | ||||||
James J. Baumberger President and Director (Principal Executive Officer) | ||||||||
Date: August 11, 2005 | By: | /s/ WILLIS H. NEWTON, JR. | ||||||
Willis H. Newton, Jr. Vice President, Chief Financial Officer, Treasurer and Director (Principal Financial Officer) | ||||||||
18
INDEX TO EXHIBITS
| Exhibit Number | Exhibit Title | |
| 12 | Statement of computation of ratios of earnings to fixed charges. | |
| 31.1 | Certification pursuant to 15 U.S.C. 7m(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification pursuant to 15 U.S.C. 7m(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
