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PART I — FINANCIAL STATEMENTS ITEM 1. FINANCIAL STATEMENTS RESULTS OF OPERATIONS FINANCIAL CONDITIONS PART II. — OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K SIGNATURES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE QUARTERLY PERIOD ENDED
March 31, 2000COMMISSION FILE NUMBER 0-10161
FIRSTMERIT CORPORATION
(Exact name of registrant as specified in its charter)
OHIO
(State or other jurisdiction of
incorporation or organization)34-1339938
(IRS Employer Identification
Number)III CASCADE PLAZA, 7TH FLOOR, AKRON, OHIO 44308-1103
(Address of principal Executive Offices)(330) 996-6300
(Telephone Number)OUTSTANDING SHARES OF COMMON STOCK, AS OF
March 31, 2000
88,400,555Indicate 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
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FIRSTMERIT CORPORATION
PART I — FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
The following statements included in the quarterly unaudited report to shareholders are incorporated by reference:
Consolidated Balance Sheets as of March 31, 2000, December 31, 1999 and March 31, 1999 Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2000 and 1999 Consolidated Statements of Changes in Shareholders’ Equity for the year ended December 31, 1999 and for the three months ended March 31, 2000 Consolidated Statements of Cash Flows for the three months ended March 31, 2000 and 1999 Notes to Consolidated Financial Statements as of March 31, 2000, December 31, 1999, and March 31, 1999 Management’s Discussion and Analysis of Financial Conditions as of March 31, 2000, December 31, 1999 and March 31, 1999 and Results of Operations for the quarters ended March 31, 2000 and 1999 and for the year ended December 31, 1999
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FIRSTMERIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands) (Unaudited, except December 31, 1999) March 31 December 31 March 31 2000 1999 1999 ASSETS Investment securities $ 2,301,363 2,394,034 1,788,540 Federal funds sold & other investments 18,100 25,100 964 Loans held for sale 52,025 46,005 — Commercial loans 3,244,664 3,122,520 2,757,242 Mortgage loans 890,812 878,323 1,649,123 Installment loans 1,485,105 1,471,149 1,227,716 Home equity loans 413,485 408,343 376,072 Credit card loans 106,633 108,163 99,107 Manufactured housing loans 808,613 753,254 362,875 Leases 293,634 272,429 173,903 Total loans 7,242,946 7,014,181 6,646,038 Less allowance for possible loan losses 108,291 104,897 102,359 Net loans 7,134,655 6,909,284 6,543,679 Cash and due from banks 285,462 215,071 277,514 Premises and equipment, net 134,804 132,219 138,670 Intangible assets 159,258 162,374 166,529 Accrued interest receivable and other assets 289,421 231,390 259,282 $ 10,375,088 10,115,477 9,175,178 LIABILITIES AND SHAREHOLDERS’ EQUITY Deposits: Demand-non-interest bearing $ 1,047,209 1,016,535 1,009,876 Demand-interest bearing 665,349 661,961 687,056 Savings and Money Market 1,801,746 1,687,983 1,866,706 Certificates and other time deposits 3,688,042 3,493,668 3,154,915 Total deposits 7,202,346 6,860,147 6,718,556 Securities sold under agreements to repurchase and other borrowings 2,175,946 2,281,243 1,372,625 Total funds 9,378,292 9,141,390 8,091,181 Accrued taxes, expenses, and other liabilities 130,925 119,062 174,770 Total liabilities 9,509,217 9,260,452 8,265,951 Mandatorily redeemable preferred securities 21,450 21,450 22,997 Shareholders’ equity: Preferred Stock, without par value: authorized 7,000,000 shares Preferred Stock, Series A, without par value: designated 800,000 shares; none outstanding Cumulative convertible preferred stock, Series B, without par value: designated 220,000 shares; 158,708, 163,534 and 214,474 shares outstanding at March 31, 1000, December 31, 1999 and March 31, 1999, respectively 3,818 3,878 4,960 Common stock 127,937 127,937 127,939 Capital surplus 116,471 116,930 119,459 Accumulated other comprehensive income (56,154 ) (45,082 ) (3,720 ) Retained earnings 741,623 719,811 651,368 Treasury stock (89,274 ) (89,899 ) (14,226 ) Total shareholders’ equity 844,421 833,575 886,230 $ 10,375,088 10,115,477 9,175,178 See notes to accompanying consolidated financial statements.
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FIRSTMERIT CORPORATION
AVERAGE CONSOLIDATED BALANCE SHEETS
Unaudited 1st Qtr 4th Qtr 3rd Qtr 2nd Qtr 1st Qtr (Dollars in thousands) 2000 1999 1999 1999 1999 ASSETS Investment securities & federal funds sold $ 2,356,628 2,165,952 1,864,012 1,719,273 1,824,400 Loans held for sale 58,033 25,091 — — — Commercial loans 3,198,639 3,028,292 2,929,115 2,821,088 2,648,284 Mortgage loans 898,918 1,176,400 1,401,899 1,675,442 1,707,232 Installment loans 1,474,474 1,462,200 1,418,423 1,330,759 1,168,905 Home Equity loans 411,928 403,086 391,277 380,361 348,220 Credit card loans 105,573 102,926 100,756 100,290 102,080 Manufactured housing loans 768,027 711,697 593,752 415,032 368,503 Leases 287,020 240,809 202,950 180,729 170,352 Loans less unearned income 7,144,579 7,125,410 7,038,172 6,903,701 6,513,576 Less allowance for possible loan losses 107,351 108,833 108,067 104,875 101,788 Net loans 7,037,228 7,016,577 6,930,105 6,798,826 6,411,788 Cash and due from banks 242,223 252,291 238,835 272,025 285,589 Premises and equipment, net 133,584 134,932 136,448 139,026 140,149 Accrued interest receivable and other assets 434,254 399,693 428,498 400,547 402,371 Total Assets $ 10,261,950 9,994,536 9,597,898 9,329,697 9,064,297 LIABILITIES Deposits: Demand-non-interest bearing $ 1,020,384 1,034,130 1,036,066 1,080,078 1,066,573 Demand-interest bearing 643,842 656,777 659,437 694,590 659,189 Savings and money market 1,747,456 1,711,288 1,741,610 1,836,459 1,878,596 Certificates and other time deposits 3,566,289 3,504,583 3,407,053 3,109,435 3,111,321 Total deposits 6,977,971 6,906,778 6,844,166 6,720,562 6,715,679 Securities sold under agreements to repurchase and other borrowings 2,287,852 2,099,156 1,718,674 1,538,493 1,239,299 Total funds 9,265,823 9,005,934 8,562,840 8,259,055 7,954,978 Accrued taxes, expenses and other liabilities 142,220 116,435 150,905 154,059 172,874 Total liabilities 9,408,043 9,122,369 8,713,745 8,413,114 8,127,852 Mandatorily redeemable preferred securities 21,450 21,450 21,450 21,450 22,997 SHAREHOLDERS’ EQUITY 832,457 850,717 862,703 895,133 913,448 LIABILITIES AND SHAREHOLDERS’ EQUITY $ 10,261,950 9,994,536 9,597,898 9,329,697 9,064,297 See notes to accompanying consolidated financial statements.
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Consolidated Statements of Income and Comprehensive Income
FIRSTMERIT CORPORATION AND SUBSIDIARIES
(Unaudited) (In thousands except per share data) 1Q 2000 1Q 1999 Interest and fees on loans $ 152,106 135,995 Interest and dividends on securities 37,940 29,299 Total interest income 190,046 165,294 Interest on deposits: Demand-interest bearing 852 1,098 Savings and money market 11,335 10,355 Certificates and other time deposits 48,068 40,144 Interest on securities sold under agreements to repurchase and other borrowings 33,340 19,250 Total interest expense 93,595 70,847 Net interest income 96,451 94,447 Provision for possible loan losses 11,714 16,398 Net interest income after provision for possible loan losses 84,737 78,049 Other income: Trust department 5,060 4,186 Service charges on deposits 11,012 9,095 Credit card fees 7,234 5,619 Service fees — other 3,501 3,229 Manufactured housing income 651 1,431 Investment securities gains (losses), net (714 ) 5,541 Loan sales and servicing 2,780 2,008 Other operating income 9,364 6,940 Total other income 38,888 38,049 Other expenses: Salaries, wages, pension and benefits 32,379 42,271 Net occupancy expense 5,748 6,102 Equipment expense 4,426 4,513 Amortization of intangibles 2,688 2,714 Other operating expenses 20,848 49,816 Total other expenses 66,089 105,416 Income before taxes and extraordinary item 57,536 10,682 Federal income taxes 17,837 5,339 Income before extraordinary item 39,699 5,343 Extraordinary item — (net of taxes of $3,148) — (5,847 ) Net income (loss) $ 39,699 (504 ) Other comprehensive income (loss), net of tax (11,072 ) (9,128 ) Comprehensive income (loss) $ 28,627 (9,632 ) Net income (loss) applicable to common shares $ 39,634 (591 ) Adjusted net income (loss) used in diluted EPS calculation $ 39,715 (570 ) Wtd-avg common shares outstanding — basic 88,388 91,007 Wtd-avg common shares outstanding — diluted 89,147 92,597 Per share data based on average number of shares outstanding: Basic net income per share: Income (loss) before extraordinary item $ 0.45 0.06 Extraordinary item 0.00 (0.06 ) Basic net income (loss) per share $ 0.45 0.00 Diluted net income per share: Income (loss) before extraordinary item $ 0.45 0.06 Extraordinary item 0.00 (0.06 ) Diluted net income per share $ 0.45 0.00 See notes to accompanying consolidated financial statements.
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Consolidated Statements of Changes in Shareholders’ Equity
FIRSTMERIT CORPORATION AND SUBSIDIARIES
(In thousands except per share data)
(2000 amounts are Unaudited) Accumulated Other Total Preferred Common Capital Comprehensive Retained Treasury Shareholders' Stock Stock Surplus Income Earnings Stock Equity Balance at Year Ended 1997 $ 9,917 119,893 80,297 4,603 651,907 (118,940 ) 747,677 Net income — — — — 72,517 — 72,517 Cash dividends — common stock ($0.66 per share) & preferred stock — — — — (50,525 ) — (50,525 ) Acquisition adjustment of fiscal year — — — — (1,857 ) — (1,857 ) Stock options exercised/debentures or preferred stock converted (618 ) 400 3,717 — (2,607 ) 12,111 13,003 Treasury shares purchased — — — — — (25,703 ) (25,703 ) Treasury shares reissued — acquisition — — 25,919 — — 89,286 115,205 Treasury shares reissued — public offering — — 6,518 — — 20,806 27,324 Stock dividends — 1,929 (1,929 ) — — — — Market adjustment investment securities — — — 1,255 — — 1,255 Other — 165 3,323 — (598 ) 4,870 7,760 Balance at December 31, 1998 9,299 122,387 117,845 5,858 668,837 (17,570 ) 906,656 Net income (loss) — — — — 119,871 — 119,871 Cash dividends — common stock ($0.76 per share) — — — — (68,627 ) — (68,627 ) Cash dividends — preferred stock — — — (305 ) — (305 ) Stock options exercised/debentures or preferred stock converted (5,421 ) 5,596 (915 ) — — 12,549 11,809 Treasury shares purchased — — — — — (85,666 ) (85,666 ) Market adjustment investment securities — — — (50,940 ) — — (50,940 ) Other — (46 ) — — 35 788 777 Balance at December 31, 1999 3,878 127,937 116,930 (45,082 ) 719,811 (89,899 ) 833,575 Net income (loss) — — — — 39,699 — 39,699 Cash dividends — common stock ($0.20 per share) — — — — (17,678 ) — (17,678 ) Cash dividends — preferred stock — — — — (65 ) — (65 ) Stock options exercised/debentures or preferred stock converted (60 ) — (459 ) — — 625 106 Market adjustment investment securities — — — (11,072 ) — — (11,072 ) Other — — — — (144 ) — (144 ) Balance at March 31, 2000 $ 3,818 127,937 116,471 (56,154 ) 741,623 (89,274 ) 844,421 See notes to accompanying consolidated financial statements.
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FIRSTMERIT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2000 and 1999(In thousands)
Unaudited 2000 1999 Operating Activities Net income $ 39,699 (504 ) Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 11,714 16,398 Provision for depreciation and amortization 4,020 4,847 Amortization of investment securities premiums, net 257 685 Amortization of income for lease financing (3,535 ) (11,360 ) Gains on sales of investment securities, net 714 (5,541 ) Deferred federal income taxes 2,977 (2,122 ) Increase in interest receivable (4,849 ) (13,603 ) Increase in interest payable 12,234 12,038 Amortization of values ascribed to acquired intangibles 2,688 2,713 Other decreases (51,464 ) (16,276 ) NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 14,455 (12,725 ) Investing Activities Dispositions of investment securities: Available-for-sale — sales 111,020 302,898 Available-for-sale — maturities 83,381 110,706 Purchases of investment securities available-for-sale (118,555 ) (334,493 ) Net decrease in federal funds sold 7,000 30,775 Net increase in loans and leases, except sales (239,570 ) (246,421 ) Purchases of premises and equipment (9,780 ) (6,172 ) Sales of premises and equipment 3,175 3,496 NET CASH USED BY INVESTING ACTIVITIES (163,329 ) (139,211 ) Financing Activities Net increase (decrease) in demand, NOW and savings deposits 147,825 (190,844 ) Net increase in time deposits 194,374 63,422 Net increase (decrease) in securities sold under repurchase agreements and other borrowings (105,297 ) 249,421 Repayment of mandatorily redeemable preferred securities — (9,475 ) Cash dividends (17,743 ) (16,499 ) Proceeds from exercise of stock options 106 5,428 NET CASH PROVIDED BY FINANCING ACTIVITIES 219,265 101,453 Increase (decrease) in cash and cash equivalents 70,391 (50,483 ) Cash and cash equivalents at beginning of year 215,071 327,997 Cash and cash equivalents at end of year $ 285,462 277,514 SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Cash paid during the year for: Interest, net of amounts capitalized $ 50,572 31,125 Income taxes $ 23,910 10,565 See notes to accompanying consolidated financial statements.
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FirstMerit Corporation and Subsidiaries
Notes to Consolidated Financial Statements
March 31, 2000, December 31, 1999 and March 31, 19991. Organization — FirstMerit Corporation (“Corporation”), is a bank holding company whose principal assets are the common stock of its wholly owned subsidiary, FirstMerit Bank, N. A. In addition FirstMerit Corporation owns all of the common stock of Citizens Investment Corporation, Citizens Savings Corporation of Stark County, FirstMerit Capital Trust I, FirstMerit Community Development Corporation, FirstMerit Credit Life Insurance Company, and SF Development Corp.
2. Acquisitions and Merger-related Costs — On October 23, 1998, the Corporation completed the acquisition of Security First Corp. (“Security First”), a $771.1million holding company headquartered in Mayfield Heights, Ohio. Under terms of the merger agreement, Security First was merged with and into the Corporation. The transaction was structured with a fixed exchange ratio of 0.8855 shares of FirstMerit common stock for each share of Security First common stock. At the time of the merger, the pooling-of-interests transaction was valued at $22.58 per share, or approximately $199 million. The accompanying consolidated financial statements, related notes and management’s discussion and analysis have all been restated to account for the acquisition as if it had happened at the beginning of each period presented. In conjunction with the Security First acquisition, the Corporation incurred merger-related and conforming accounting expenses of approximately $17.2 million, before taxes, or $12.8 million after taxes. The components of these costs and the remaining unpaid amounts at December 31, 1999 and March 31, 2000 are shown in the following table. The remaining liability at March 31, 2000 is expected to be paid during 2000 and is not expected to have any adverse effect on liquidity.
In conjunction with the Security First acquisition, on September 14, 1998, FirstMerit closed on the secondary underwritten public offering of 1.38 million shares of FirstMerit Common Stock. The reissuance of these shares was necessary to allow FirstMerit to treat the Security First merger as a pooling-of-interests for accounting purposes.
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(Dollars in thousands) Estimated Liability Remaining Liability Remaining Liability Description of Cost at Acquisition December 31, 1999 March 31, 2000 Salary, wages and benefits $ 1,689 11 6 Occupancy and equipment expense 552 40 34 Loan conversion expense 1,516 154 127 Professional services 4,450 — — Other operating expenses 1,576 1,148 1,058 Total Other Expenses 9,783 1,353 1,225 Reduction of other operating income 89 — — Provision for loan losses conforming entry 7,300 — — Totals $ 17,172 1,353 1,225 On February 12, 1999, the Corporation completed the acquisition of Signal Corp, a $1.9 billion bank holding company headquartered in Wooster, Ohio. Under terms of the merger agreement, the fixed exchange ratio was 1.32 shares of FirstMerit common stock for each share of Signal common stock and one share of FirstMerit Series B preferred stock for each share of Signal Series B preferred stock. Based on the closing price of $25.00 per common share and $71.00 per Series B preferred share, the transaction, accounted for as a pooling-of-interests, was valued at approximately $436 million. The accompanying consolidated financial statements, the related notes and management’s discussion and analysis have all been restated to account for the acquisition as if it had happened at the beginning of each period presented. Pro forma information for the separate entities and for the combined entity from January 1, 1999 through the February 12, 1999 acquisition date is not presented due to immateriality.
In conjunction with the Signal acquisition, the Corporation incurred merger-related and conforming accounting expenses of approximately $52.8 million, before taxes, or $38.1 million after taxes. The components of these costs and the remaining unpaid amounts at March 31, 2000 are shown in the following table. The unpaid liability at March 31, 2000 is expected to be paid during the remainder of 2000 and is not expected to have a material impact on liquidity.
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(Dollars in thousands) Estimated Liability Remaining Liability Remaining Liability Description of Cost at Acquisition at December 31, 1999 March 31, 2000 Salary, wages and benefits $ 7,736 — — Loan conversion expense 7,016 12 17 Professional services 8,856 — — Other operating expenses 10,014 1,120 996 Total Other Expenses 33,622 1,132 1,013 Provision for loan losses conforming entry 10,200 — — Totals $ 43,822 1,132 1,013 3. Segment Information — The Corporation provides a diversified range of banking and certain nonbanking financial services and products through its various subsidiaries. Management reports the Corporation’s results through its major segment classification — Supercommunity Banking. Included in this category are certain nonbank affiliates, eliminations of certain intercompany transactions and certain nonrecurring transactions. Also included are portions of certain assets, capital, and support functions not specifically identifiable with Supercommunity Banking. The Corporation’s business is conducted solely in the United States. The Corporation evaluates performance based on profit or loss from operations before income taxes. The following table presents a summary of financial results and significant performance measures for the three months ended March 31, 2000:
Parent Co. Supercommunity Other Subsidiaries FirstMerit (Dollars in thousands) Banking Eliminations Consolidated OPERATIONS: Net interest income $ 97,064 (613 ) 96,451 Provision for possible loan losses 11,617 97 11,714 Other income 36,291 2,597 38,888 Other expenses 66,352 (263 ) 66,089 Income before extraordinary charge 37,683 2,016 39,699 Net income $ 37,683 2,016 39,699 AVERAGES: Assets $ 10,211,965 10,261,950 Loans 7,142,700 7,144,579 Earnings assets 9,548,665 9,559,240 Deposits 6,993,274 6,977,971 Shareholders’ equity $ 845,829 832,457 RATIOS: ROE 17.87 % 19.27 % ROA 1.48 % 1.56 % Core efficiency ratio 49.02 % 46.26 %
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The table below presents estimated revenues from external customers, by product and service group for the 2000 and 1999 first quarters:
(Dollars in thousands) Trust 2000 Retail Commercial Services Total Interest and fees $ 97,277 109,304 5,060 211,641 Service charges 12,083 2,430 14,513 Loan sales/service 2,780 2,780 Totals $ 112,140 111,734 5,060 228,934
(Dollars in thousands) Trust 1999 Retail Commercial Services Total Interest and fees $ 98,099 86,726 4,186 189,011 Service charges 9,883 2,441 12,324 Loan sales/service 2,008 2,008 Totals $ 109,990 89,167 4,186 203,343
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4. Earnings per Share — The reconciliation of the numerator and denominator of basic earnings per share (“EPS”) with that of diluted EPS is presented as follows:
Income (loss) Common shares Per common share (numerator) (denominator) amount Three months ended March 31, 2000: Income before extraordinary charge $ 39,699 Net income 39,699 Less: preferred stock dividends (65 ) Net income available to common shareholders $ 39,634 Average common shares outstanding 88,388,002 Earnings per basic common share $ 0.45 Net income available to common shareholders $ 39,634 Add: preferred stock dividends 65 Add: interest expense on convertible bonds, net 16 Income used in diluted EPS calculation $ 39,715 Average common shares outstanding 88,388,002 Equivalents from stock options 199,625 Equivalents from convertible debentures 119,581 Equivalents from convertible preferred securities 440,253 Avg common stock and equivalents outstanding 89,147,461 Earnings per diluted common share $ 0.45 Three months ended March 31, 1999: Income before extraordinary charge $ 5,343 Net income (loss) (504 ) Less: preferred stock dividends (87 ) Net income (loss) available to common shareholders $ (591 ) Average common shares outstanding 91,006,738 Earnings per basic common share $ 0.00 Net income (loss) available to common shareholders $ (591 ) Add: preferred stock dividends 87 Add: interest expense on convertible bonds, net 21 Income (loss) available to common shareholders $ (483 ) Average common shares outstanding 91,006,738 Equivalents from stock options 844,940 Equivalents from convertible debentures 149,659 Equivalents from convertible preferred securities 594,947 Avg common stock and equivalents outstanding 92,596,284 Earnings per diluted common share $ 0.00
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5. In June 1998, the FASB issued Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities.” Statement No. 133 establishes accounting and reporting standards for derivative instruments and requires an entity to recognize all derivatives as either assets or liabilities in the Balance Sheet and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge to various exposures. The accounting for changes in the fair value of a derivative (i.e., gains and losses) depends on the intended use of the derivative and its resulting designation. This statement was originally to be effective for all fiscal quarters beginning after June 15, 1999. In July 1999, the FASB issued Statement No. 137 which delayed implementation of Statement No. 133 until the first quarter 2001. The Corporation does not anticipate the adoption of FAS 133 will have a material effect on its earnings or financial condition.
6. On March 16, 2000, the Corporation issued $150 million of subordinated bank notes under a previously disclosed debt agreement. The notes bear interest at 8.625% and mature on April 1, 2010. Under the agreement, the aggregate principal outstanding at any one time may not exceed $1.0 billion. The notes were offered only to institutional investors.
7. Management believes the interim unaudited consolidated financial statements reflect all adjustments consisting only of normal recurring accruals and reclassifications, necessary for fair presentation of the March 31, 2000 and 1999 and December 31, 1999 statements of condition and the results of operations for the quarters ended March 31, 2000 and 1999. These results have been determined on the basis of generally accepted accounting principles.
8. The Corporation cautions that any forward looking statements contained in this report, in a report incorporated by reference to this report or made by management of the Corporation, involve risks and uncertainties and are subject to change based upon various factors. Actual results could differ materially from those expressed or implied. Reference is made to the section titled “Forward-looking Statements” in the Corporation’s Form 10-K for the period ended December 31, 1999.
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AVERAGE CONSOLIDATED BALANCE SHEETS
Fully-tax Equivalent Interest Rates and Interest Differential
FIRSTMERIT CORPORATION AND SUBSIDIARIES Three months ended Year ended Three months ended (Dollars in thousands) March 31, 2000 December 31, 1999 March 31, 1999 Average Average Average Average Average Average Balance Interest Rate Balance Interest Rate Balance Interest Rate ASSETS Investment securities: U.S. Treasury securities and U.S Government agency obligations (taxable) $ 1,931,823 30,765 6.41 % 1,444,591 87,238 6.04 % 1,406,055 21,215 6.12 % Obligations of states and political subdivisions (tax-exempt) 122,357 2,497 8.21 % 130,416 10,618 8.14 % 131,407 2,845 8.78 % Other securities 297,052 5,584 7.56 % 317,799 19,275 6.07 % 281,512 6,275 9.04 % Total investment securities 2,351,232 38,846 6.64 % 1,892,806 117,131 6.19 % 1,818,974 30,335 6.76 % Federal funds sold & other interest-earning assets 5,396 41 3.06 % 5,041 204 4.05 % 5,426 66 4.93 % Loans held for sale 58,033 1,667 34,418 4,635 Loans 7,144,579 150,502 8.47 % 6,865,330 567,132 8.26 % 6,513,576 136,067 8.47 % Total earning assets 9,559,240 191,056 8.04 % 8,797,595 689,102 7.83 % 8,337,976 166,468 8.10 % Allowance for possible loan losses (107,351 ) (105,918 ) (101,788 ) Cash and due from banks 242,223 266,935 285,589 Other assets 567,838 534,435 542,520 Total assets $ 10,261,950 9,493,047 9,064,297 LIABILITIES AND SHAREHOLDERS’ EQUITY Deposits: Demand- non-interest bearing 1,020,384 — — 1,055,306 — — 1,066,573 — — Demand- interest bearing 643,842 852 0.53 % 667,469 4,774 0.72 % 659,189 1,098 0.68 % Savings 1,747,456 11,335 2.61 % 1,791,390 40,327 2.25 % 1,878,596 10,355 2.24 % Certificates and other time deposits 3,566,289 48,068 5.42 % 3,284,516 169,783 5.17 % 3,111,321 40,144 5.23 % Total deposits 6,977,971 60,255 3.47 % 6,798,681 214,884 3.16 % 6,715,679 51,597 3.12 % Federal funds purchased, securities sold under agreements to repurchase and other borrowings 2,287,852 33,340 5.86 % 1,666,025 85,981 5.16 % 1,239,299 19,250 6.30 % Total interest bearing liabilities 8,245,439 93,595 4.57 % 7,409,400 300,865 4.06 % 6,888,405 70,847 4.17 % Other liabilities 142,220 126,767 172,874 Mandatorily redeemable preferred securities 21,450 21,450 22,997 Shareholders’ equity 832,457 880,124 913,448 Total liabilities and shareholders’ equity 10,261,950 9,493,047 9,064,297 Net yield on earning assets 9,559,240 97,461 4.10 % 8,797,595 388,237 4.41 % 8,337,976 95,621 4.65 % Interest rate spread 3.47 % 3.77 % 3.93 %
| Notes: Interest income on tax-exempt securities and loans have been adjusted to a fully-taxable equivalent basis | |
| Non-accrual loans have been included in the average balances | |
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RESULTS OF OPERATIONS
FirstMerit Corporation’s first quarter 2000 net income was $39.7 million, up 5.6% above the $37.6 million of core income earned in the first quarter of 1999. The first quarter 1999 core earnings are before $38.1 million of merger-related and extraordinary charges from the acquisition of Signal Corp, which was closed on February 12, 1999. After these charges, FirstMerit reported a loss of $504,000 in the first quarter of 1999.
Performance this quarter was driven primarily by a strong increase in non-interest income and continued strict control of non-interest expenses. The efficiency ratio improved to 46.3% this quarter. First quarter 2000 returns on average common equity and average assets were 19.3% and 1.56%, respectively, compared with 1999 first quarter ratios (adjusted to exclude merger-related and extraordinary charges) of 16.7% and 1.68%, respectively.
Net interest income on a fully tax-equivalent basis reached $97.5 million for the first quarter of 2000 compared to $95.6 million for the prior year’s quarter, an increase of 2.0%. The increase was primarily the result of a 15.0% increase in average earning assets, largely offset by the decline in net interest margin from 4.65% last year to 4.10% in the first 2000 quarter.
Adjusted net revenue for the first quarter of 2000 was $137.1 million, or $1.54 per share, up 11.6% from $1.38 last year. Growth in fee income and earning assets more than offset the compression in net interest margin. Excluding gains/losses from the sale of securities, non-interest income was $39.6 million, a 21.8% increase from the $32.5 million reported a year ago. Trust income, up 20.9%, service charges on deposits, up 21.1%, credit card fees, up 28.7%, loan sales and servicing, up 38.4%, and other operating income, up 34.9%, together accounted for the strong growth in fee income. First quarter 2000 fees accounted for 28.9% of net revenues compared to 25.4% in the first quarter of 1999.
Non-interest expense totaled $66.1 million in the first quarter of this year, down 7.9% from 1999 first quarter expenses, excluding merger-related and extraordinary charges resulting from the Signal acquisition. Improvement was experienced in every category, but most notably in bankcard and loan processing, down 26.9%; professional services, down 20.8%; and other operating expenses, down 14.8%. The efficiency ratio improved to 46.3% for this quarter versus 53.9% a year ago.
Period-end assets reached $10.4 billion, 13.0% ahead of 1999 year ago assets of $9.2 billion. Earning assets were up 14.0%, with loans up 9.0%. Total loans, net of unearned interest, were $7.2 billion. Strong growth was experienced in every category except mortgage loans, which declined 46.0% as existing loans were securitized. Commercial loans, up 17.7%, and manufactured housing loans, up 123%, spearheaded portfolio growth.
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Total deposits at March 31, 2000 were $7.2 billion, an increase of 7.2% above year ago 1999 levels, with time deposits, up 16.9%, accounting for the majority of growth.
The first quarter loan loss provision was $11.7 million, up 89.0% from the first quarter 1999 core provision of $6.2 million. Net charge-offs for the quarter were $8.3 million, or 0.47% of average loans outstanding on an annualized basis, compared to 0.72% a year ago. The allowance stands at 1.50% of period-end loans compared to 1.54% at the end of the prior-year quarter. Non-performing assets as a percent of loans and other real estate were 0.46% this first quarter, compared with 0.36% at December, 31, 1999 and 0.28% at March 31, 1999. Reserve coverage of non-performing assets was 3.2 times, down from 5.4 times the prior year quarter.
Shareholders’ equity was $844.4 million at quarter end. Average equity to assets for the 2000 quarter was 8.11% compared to 10.08% last year. Common stock dividends paid were $0.20 per share, representing a 44.4% payout ratio. This compares with a 43.9% core payout ratio for the prior year quarter. At quarter end, there were 88.4 million shares outstanding.
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The components of change in per share income for the quarters ended March 31, 2000 and 1999 were as follows:
| Changes in Earnings per Share | ||||||||
| Three months ended | Three months ended | |||||||
| Core* | As Reported | |||||||
| March 31, | March 31, | |||||||
| 2000/1999 | 2000/1999 | |||||||
| Diluted net income per share March 31, 1999 | $ | 0.41 | 0.00 | |||||
| Increases (decreases) due to: | ||||||||
| Net interest income — taxable equivalent | 0.02 | 0.02 | ||||||
| Provision for possible loan losses | (0.06 | ) | 0.05 | |||||
| Other income | 0.01 | 0.01 | ||||||
| Other expenses | 0.06 | 0.43 | ||||||
| Federal income taxes — taxable equivalent | (0.01 | ) | (0.14 | ) | ||||
| Extraordinary item-extinguishment of debt | — | 0.06 | ||||||
| Change in share base | 0.02 | 0.02 | ||||||
| Net change in diluted net income per share | 0.04 | 0.45 | ||||||
| Diluted net income per share March 31, 2000 | $ | 0.45 | 0.45 | |||||
* - The term “core” is defined as excluding merger-related and conforming accounting expenses associated with the Signal acquisition and the extraordinary charge from extinguishment of debt. See Note 2 to the Consolidated Financial Statements for more information.
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Net Interest Income
Net interest income, the Corporation’s principal source of earnings, is the difference between the interest income generated by earning assets (primarily loans and investment securities) and the total interest paid on interest bearing funds (namely deposits and other borrowings). For the purpose of this discussion, net interest income is presented on a fully-taxable equivalent (“FTE”) basis, to provide a comparison among types of interest earning assets. That is, interest on tax-free securities and tax-exempt loans has been restated as if such interest were taxed at the statutory Federal income tax rate of 35%, adjusted for the non-deductible portion of interest expense incurred to acquire the tax-free assets.
Net interest income FTE for the quarter ended March 31, 2000 was $97.5 million compared to $95.6 million for the same period one year ago, an increase of $1.9 million. The increase in net interest income FTE occurred because interest income from higher average earning assets outpaced additional interest expense incurred to fund the growth. A more detailed analysis follows and is also illustrated in the next table.
Interest income increased during the quarter as higher average loan and investment securities balances contributed an additional $21.9 million compared to the same quarter last year. The average loan yield for both first quarter periods was 8.47%. The average yield on earning assets for the first quarter 2000 was 8.04%, six basis points less than the 8.10% earned for the three months ended March 31, 1999.
Similar to the trend in earning assets, the large majority of the increase in interest expense was volume driven. Higher average balances in certificate and other time deposits (“CDs”) as well as wholesale borrowings increased interest expense by $21.4 million. Higher rates paid on CDs, savings and money market accounts increased interest expense by $3.6 million, offset by $1.2 million from lower rates paid on other borrowings.
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Changes in Net Interest Differential -
Fully-Tax Equivalent Rate/Volume Analysis
(Dollars in thousands)
| Quarters ended March 31, 2000 and 1999 | ||||||||||||||
| Increase (Decrease) | ||||||||||||||
| Interest Income/Expense | ||||||||||||||
| Volume | Yield Rate | Total | ||||||||||||
| INTEREST INCOME | ||||||||||||||
| Investment Securities | $ | 8,643 | (132 | ) | 8,511 | |||||||||
| Loans held for sale | 1,667 | — | 1,667 | |||||||||||
| Loans | 13,292 | 1,143 | 14,435 | |||||||||||
| Federal funds sold | — | (25 | ) | (25 | ) | |||||||||
| Total interest income | 23,602 | 986 | 24,588 | |||||||||||
| INTEREST EXPENSE | ||||||||||||||
| Interest on deposits: | ||||||||||||||
| Demand-interest bearing | (20 | ) | (226 | ) | (246 | ) | ||||||||
| Savings | (851 | ) | 1,831 | 980 | ||||||||||
| Certificates and other time deposits | 6,132 | 1,792 | 7,924 | |||||||||||
| Federal funds purchased, REPOs & other borrowings | 15,280 | (1,190 | ) | 14,090 | ||||||||||
| Total interest expense | 20,541 | 2,207 | 22,748 | |||||||||||
| Net interest income | $ | 3,061 | (1,221 | ) | 1,840 | |||||||||
Net Interest Margin
The net interest margin, net interest income FTE divided by average earning assets, is affected by changes in the level of earning assets, the proportion of earning assets funded by non-interest bearing liabilities, the interest rate spread, and changes in the corporate tax rates. A meaningful comparison of the net interest margin requires an adjustment for the changes in the statutory Federal income tax rate noted above. The schedule below shows the relationship of the tax equivalent adjustment and the net interest margin.
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Net Interest Margin
(Dollars in thousands)
| Quarters Ended | ||||||||
| March 31, | ||||||||
| 2000 | 1999 | |||||||
| Net interest income per financial statements | $ | 96,451 | 94,447 | |||||
| Tax equivalent adjustment | 1,010 | 1,174 | ||||||
| Net interest income — FTE | $ | 97,461 | 95,621 | |||||
| Average earning assets | $ | 9,559,240 | 8,337,976 | |||||
| Net interest margin | 4.10 | % | 4.65 | % | ||||
Average loans outstanding for the quarter ended March 31, 2000 were $7.145 billion, up $631.0 million or 9.7%, from $6.514 billion for the same quarter last year. Increases occurred in every category except mortgage loans which are being sold in the secondary market and the resulting proceeds reinvested in the other higher-yielding loan categories. Specific increases were as follows: commercial loans, up $550.4 million or 20.8%; installment loans, up $305.6 million or 26.1%; home equity loans up $63.7 million or 18.3%; manufactured housing loans up $399.5 million or 108.4% and leased assets up $116.7 million or 68.5%. Average outstanding loans for the 2000 and 1999 first quarters equaled 74.7% and 78.1% of average earning assets, respectively.
Average deposits were $6.978 billion during the 2000 first quarter, up $262.3 million over the same period last year. The mix of demand deposits changed little from first quarter 1999; savings and money market account balances comprised 25.0% of total deposits during the first quarter of 2000 compared to 28.0% in 1999; CD balances made up 51.1% of average deposits during the current quarter up from 46.3% a year ago. Average other borrowings increased to $2.288 billion during the quarter, compared to $1.239 billion during the 1999 quarter. Other borrowings as a percentage of total interest bearing funds was 27.7% in 2000 and 18.0% during the 1999 quarter. Average interest bearing liabilities funded approximately 86% and 83% of average earning assets for the three months ended March 31, 2000 and 1999, respectively.
In summary, loan growth over the past year continues to occur mainly in higher yielding consumer and commercial credits resulting in a lower concentration of mortgage loan outstandings. Funding of loan growth relied more heavily on CDs and other borrowings during the first quarter 2000 compared to the same 1999 quarter.
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Other Income
Other income for the quarter ended March 31, 2000 was $38.9 million, an increase of $839 thousand, or 2.2%, over the $38.0 million earned during the same period last year. Excluding securities sales, the increase in other income was $7.1 million, or 21.8%. Fee income, defined as other income less income from the sale of securities, as a percentage of net revenue during the quarter was 28.9% versus 25.4% a year ago. Net revenue is defined as net interest income on a fully-taxable equivalent basis plus fee income.
Trust department income for the first quarter was $5.1 million, up $0.9 million from the $4.2 million earned one year ago. Service charges on depositors’ accounts totaled $11.0 million for the quarter, up from $9.1 million in the 1999 quarter. Credit card fees, including merchant services, increased 28.7% to $7.2 million for the quarter compared to $5.6 million for the three months ended March 31, 1999. Other service fees, including Automated Teller Machine (ATM) revenue, rose from $3.2 million recorded during 1999’s first quarter to $3.5 million for same 2000 period. Manufactured housing income was $0.7 million during the quarter compared to $1.4 million last year.
The Corporation recognizes other income (fee income) as an important complement to net interest income as it provides a source of revenues not sensitive to the interest rate environment. Consequently, the Corporation is always looking for new opportunities to increase noninterest income.
Other Expenses
Other expenses totaled $66.1 million for the first quarter 2000 compared to $71.8 million when 1999 merger-related costs are excluded. Details of the merger-related expenses are contained within Note 2 to the consolidated financial statements. Other expenses for the 1999 quarter, including the merger-related costs, were $105.4 million. The “lower-is-better” efficiency ratio for the quarter was 46.3% compared to 53.9% a year ago. The 1999 efficiency ratio excludes merger-related costs. The first quarter efficiency ratio indicates 46.3 cents in operating costs were spent to make each dollar of profit. This is the second consecutive quarter where the efficiency ratio has been less than 50 percent.
All categories of first quarter 2000 expenses were lower than comparable 1999 first quarter results. First quarter 1999 results provided in this section for comparison exclude merger-related charges. Salaries, wages, pension and employee benefits, the largest component of other expenses, declined 1.3%, or $0.4 million; aggregate net occupancy and equipment expenses for the quarter were $10.2 million compared to $10.6 million for the same quarter last year; bankcard, loan processing and other costs were down $1.7 million; taxes other than federal income tax, and professional services each decreased $0.5 million; and other operating costs declined $1.1 million.
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FINANCIAL CONDITIONS
Investment Securities
All investment securities of the Corporation are classified as available for sale. The available for sale classification provides the Corporation with more flexibility to respond, through the portfolio, to changes in market interest rates, or to increases in loan demand or deposit withdrawals.
The book value and market value of investment securities
classified as available for sale are as follows:
| March 31, 2000 | ||||||||||||||||
| Book | Gross Unrealized | Gross Unrealized | Market | |||||||||||||
| Value | Gains | Losses | Value | |||||||||||||
| U.S. Treasury securities and U.S. Government agency obligations | $ | 823,511 | 145 | 23,761 | 799,895 | |||||||||||
| Obligations of state and political subdivisions | 122,489 | 384 | 1,159 | 121,714 | ||||||||||||
| Mortgage-backed securities | 1,141,960 | 140 | 49,610 | 1,092,490 | ||||||||||||
| Other securities | 298,992 | 251 | 11,979 | 287,264 | ||||||||||||
| $ | 2,386,952 | 920 | 86,509 | 2,301,363 | ||||||||||||
| Book Value | Market Value | |||||||||||||||
| Due in one year or less | $ | 106,466 | 103,143 | |||||||||||||
| Due after one year through five years | 485,355 | 473,155 | ||||||||||||||
| Due after five years through ten years | 408,824 | 396,030 | ||||||||||||||
| Due after ten years | 1,386,307 | 1,329,035 | ||||||||||||||
| $ | 2,386,952 | 2,301,363 | ||||||||||||||
The book value and market value of investment securities including mortgage-backed securities and derivatives at March 31, 2000, by contractual maturity, were included in the previous table. Expected maturities will differ from contractual maturities based on the issuers’ right to call or prepay obligations with or without call or prepayment penalties.
The carrying value of investment securities pledged to secure trust and public deposits and for purposes required or permitted by law amounted to approximately $1,916.6 million at March 31, 2000, $1,739.7 million at December 31, 1999 and $1,326.2 million at March 31, 1999 .
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Securities with remaining maturities over five years reflected in the foregoing schedule consist of mortgage and asset backed securities. These securities are purchased within an overall strategy to maximize future earnings taking into account an acceptable level of interest rate risk. While the maturities of these mortgage and asset backed securities are beyond five years, these instruments provide periodic principal payments and include securities with adjustable interest rates, reducing the interest rate risk associated with longer term investments.
Loans
Total loans outstanding at March 31, 2000 equaled $7.242 billion compared to $7.014 billion at December 31, 1999 and $6.646 billion at March 31, 1999. At quarter-end, the Corporation’s commercial loans were $3.245 billion, or 17.7% higher than the March 31, 1999 balance of $2.757 billion; mortgage loans were $890.8 million, down 46.0%; manufactured housing loans totaled $808.6 million, up from $362.9 million last year; and installment, home equity, bankcard, and leases (on a combined basis) were $2.299 billion, up 22.5%. Through sales and securitizations of conforming single-family mortgages in the secondary market, the Corporation continues to change its loan mix from lower yielding mortgage loans to higher earning commercial and non-mortgage consumer credits.
Asset Quality
Total nonperforming assets (non-accrual loans, restructured loans, and other real estate) totaled $33.5 million at March 31, 2000 or 0.46% of period-end loans and other real estate. At December 31, 1999, nonperforming assets totaled $25.3 million or 0.36% of outstanding loans and other real estate compared to $18.9 million or 0.28% of outstanding loans and other real estate at March 31, 1999. Impaired loans are loans for which, based on current information or events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans must be valued based on the present value of the loans’ expected future cash flows at the loans’ effective interest rates, at the loans’ observable market prices, or the fair value of the underlying collateral. Under the Corporation’s credit policies and practices, and in conjunction with provisions within Statements No. 114 and No. 118, all nonaccrual and restructured commercial, agricultural, construction, and commercial real estate loans, meet the definition of impaired loans.
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| (Dollars in thousands) | ||||||||||||||
| March 31, | December 31, | March 31, | ||||||||||||
| 2000 | 1999 | 1999 | ||||||||||||
| Impaired Loans: | ||||||||||||||
| Non-accrual | $ | 27,539 | 20,159 | 14,683 | ||||||||||
| Restructured | 223 | 47 | 83 | |||||||||||
| Total impaired loans | 27,762 | 20,206 | 14,766 | |||||||||||
| Other Loans: | ||||||||||||||
| Non-accrual | 1,855 | 1,905 | 2,503 | |||||||||||
| Restructured | — | — | — | |||||||||||
| Total other nonperforming loans | 1,855 | 1,905 | 2,503 | |||||||||||
| Total nonperforming loans | 29,617 | 22,111 | 17,269 | |||||||||||
| Other real estate (ORE) | 3,848 | 3,173 | 1,643 | |||||||||||
| Total nonperforming assets | 33,465 | 25,284 | 18,912 | |||||||||||
| Loans past due 90 days or more accruing interest | $ | 26,870 | 30,878 | 17,296 | ||||||||||
| Total nonperforming assets as a percent of total loans and ORE | 0.46 | % | 0.36 | % | 0.28 | % | ||||||||
There is no concentration of loans in any particular industry or group of industries. Most of the Corporation’s business activity is with customers located within the state of Ohio.
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Allowance for Loan Losses
The allowance for possible loan losses at March 31, 2000 totaled $108.3 million, or 1.50% of total loans outstanding compared to $104.9 million, or 1.50% and $102.4 million, or 1.54% at December 31, 1999 and March 31, 1999, respectively. The annualized net charge-off percentage shown below for the first quarter 1999 was higher than historical levels due to charge-offs associated with the Signal acquisition.
| Three months ended | Year ended | Three months ended | |||||||||||
| Dollars in thousands | March 31, | December 31, | March 31, | ||||||||||
| 2000 | 1999 | 1999 | |||||||||||
| Allowance — beginning of period | $ | 104,897 | 96,149 | 96,149 | |||||||||
| Acquisition adjustment/other | — | 1,028 | 1,312 | ||||||||||
| Loans charged off: | |||||||||||||
| Commercial, financial, agricultural | 2,587 | 7,539 | 6,967 | ||||||||||
| Installment to individuals | 9,820 | 35,904 | 7,807 | ||||||||||
| Real estate | 351 | 3,350 | 55 | ||||||||||
| Lease financing | 305 | 1,043 | 261 | ||||||||||
| Total charge-offs | 13,063 | 47,836 | 15,090 | ||||||||||
| Recoveries: | |||||||||||||
| Commercial, financial, agricultural | 1,020 | 3,997 | 1,356 | ||||||||||
| Installment to individuals | 3,561 | 12,910 | 2,113 | ||||||||||
| Real estate | 2 | 540 | — | ||||||||||
| Lease financing | 160 | 679 | 121 | ||||||||||
| Total recoveries | 4,743 | 18,126 | 3,590 | ||||||||||
| Net charge-offs | 8,320 | 29,710 | 11,500 | ||||||||||
| Provision for possible loan losses | 11,714 | 37,430 | 16,398 | ||||||||||
| Allowance — end of period | $ | 108,291 | 104,897 | 102,359 | |||||||||
| Annualized net charge offs as a percent of average loans | 0.47 | % | 0.43 | % | 0.72 | % | |||||||
| Allowance for possible loan losses: | |||||||||||||
| As a % of loans outstanding at end of period | 1.50 | % | 1.50 | % | 1.54 | % | |||||||
| As a multiple of annualized net charge offs | 3.24 | X | 3.53 | X | 2.19 | X | |||||||
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The Corporation’s Credit Policy Division manages credit risk by establishing common credit policies for its subsidiary banks, participating in approval of their largest loans, conducting reviews of their loan portfolios, providing them with centralized consumer underwriting, collections and loan operation services, and overseeing their loan workouts. The Corporation’s objective is to minimize losses from its commercial lending activities and to maintain consumer losses at acceptable levels that are stable and consistent with growth and profitability objectives.
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Deposits
The following schedule illustrates the change in composition of the average balances of deposits and average rates paid for the noted periods.
(Dollars in Thousands)
Three months and year ended
| March 31, 2000 | December 31, 1999 | March 31, 1999 | ||||||||||||||||||||||
| Average | Average | Average | Average | Average | Average | |||||||||||||||||||
| Balance | Rate | Balance | Rate | Balance | Rate | |||||||||||||||||||
| Non-interest DDA | $ | 1,020,384 | — | 1,055,306 | — | 1,066,573 | — | |||||||||||||||||
| Interest-bearing DDA | 643,842 | 0.53 | % | 667,469 | 0.72 | % | 659,189 | 0.68 | % | |||||||||||||||
| Savings deposits | 1,747,456 | 2.61 | % | 1,791,390 | 2.25 | % | 1,878,596 | 2.24 | % | |||||||||||||||
| CDs and other time | 3,566,289 | 5.42 | % | 3,284,516 | 5.17 | % | 3,111,321 | 5.23 | % | |||||||||||||||
| $ | 6,977,971 | 3.47 | % | 6,798,681 | 3.16 | % | 6,715,679 | 3.12 | % | |||||||||||||||
Average CDs totaled $3.566 billion for the quarter ended March 31,2000, up 14.6% from $3.111 billion for the 1999 quarter. On a percentage basis, average CDs were 43% and 45%, respectively, of total interest bearing funds for the March 31,2000 and 1999 quarters; average savings deposits, including money market accounts, were 21% of interest bearing funds during the quarter ended March 31, 2000 and 27% for the same period last year; interest-bearing demand deposits were 8% of total interest bearing funds during 2000’s first quarter and 10% for the corresponding 1999 period; and wholesale borrowings increased from 18% of interest-bearing funds during the three months ended March 31, 1999 to 28% for the March 31, 2000 quarter. Interest bearing liabilities funded approximately 86% of average earning assets during the quarter ended March 31, 2000 and approximately 83% during the quarter ended March 31, 1999.
The following table summarizes the certificates and other time deposits in amounts of $100 thousand or more as of March 31, 2000 by time remaining until maturity.
| (Dollars in Thousands) | Amount | |||
| Maturing in: | ||||
| Under 3 months | $ | 537,275 | ||
| 3 to 12 months | 404,048 | |||
| Over 12 months | 266,966 | |||
| $ | 1,208,289 | |||
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Market Risk
The Corporation is exposed to market risks in the normal course of business. Changes in market interest rates may result in changes in the fair market value of the Corporation’s financial instruments, cash flows, and net interest income. The corporation seeks to achieve consistent growth in net interest income and capital while managing volatility arising from shifts in market interest rates. The Asset and Liability Committee (“ALCO”) oversees financial risk management, establishing broad policies that govern a variety of financial risks inherent in the Corporation’s operations. ALCO monitors the Corporation’s interest rates and sets limits on allowable risk annually. Market risk is the potential of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates, and equity prices. The Corporation’s market risk is composed primarily of interest rate risk. Interest rate risk on the Corporation’s balance sheet consists of mismatches of maturity gaps and indices, and options risk. Maturity gap mismatches result from differences in the maturity or repricing of asset and liability portfolios. Options risk exists in many of the Corporation’s retail products such as prepayable mortgage loans and demand deposits. Options risk typically results in higher costs or lower revenue for the Corporation. Index mismatches occur when asset and liability portfolios are tied to different market indices which may not move in tandem as market interest rates change.
Interest rate risk is monitored using gap analysis, earnings simulation and net present value estimations. Combining the results from these separate risk measurement processes allows a reasonably comprehensive view of short-term and long-term interest rate risk in the Corporation. Gap analysis measures the amount of repricing risk in the balance sheet at a point in time. Earnings simulation involves forecasting net interest earnings under a variety of scenarios including changes in the level of interest rates, the shape of the yield curve, and spreads between market interest rates. ALCO also monitors the net present value of the balance sheet, which is the discounted present value of all asset and liability cash flows. Interest rate risk is quantified by changing the interest rates used for discounting cash flows and comparing the net present value to the original figure.
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Capital Resources
Shareholders’ equity at March 31, 2000 totaled $844.4 million compared to $833.6 million at December 31, 1999 and $886.2 million at March 31, 1999. See the Consolidated Statement of Changes in Shareholders’ Equity for detailed activity of the equity accounts.
The following table reflects the various measures of capital:
| As of | As of | As of | ||||||||||||||||||
| March 31, | December 31, | March 31, | ||||||||||||||||||
| 2000 | 1999 | 1999 | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Total equity | 844,421 8.14% | 833,575 | 8.24 | % | 886,230 | 9.65 | % | |||||||||||||
| Common equity | 840,603 8.10% | 829,697 | 8.20 | % | 876,931 | 9.55 | % | |||||||||||||
| Tangible common equity (a) | 681,802 6.67% | 668,321 | 6.71 | % | 711,879 | 7.90 | % | |||||||||||||
| Tier 1 capital (b) | 757,205 8.94% | 734,492 | 8.81 | % | 723,566 | 9.55 | % | |||||||||||||
| Total risk-based capital (c) | 1,016,113 12.00% | 843,658 | 10.12 | % | 824,653 | 10.88 | % | |||||||||||||
| Leverage (d) | 757,205 7.50% | 734,492 | 7.47 | % | 723,566 | 8.11 | % | |||||||||||||
| (a) | Common equity less all intangibles; computed as a ratio to total assets less intangible assets. | |
| (b) | Shareholders’ equity minus net unrealized holding gains on equity securities, plus or minus net unrealized holding losses or gains on available for sale debt securities, less goodwill; computed as a ratio to risk-adjusted assets, as defined in the 1992 risk-based capital guidelines. | |
| (c) | Tier 1 capital plus qualifying loan loss allowance, computed as a ratio to risk-adjusted assets, as defined in the 1992 risk-based capital guidelines. | |
| (d) | Tier 1 capital; computed as a ratio to the latest quarter’s average assets less goodwill. |
The risk-based capital guidelines issued by the Federal Reserve Bank in 1988 require banks to maintain capital equal to 8% of risk-adjusted assets effective December 31, 1993. At March 31, 2000, the Corporation’s risk-based capital equaled 12.00% of risk adjusted assets, exceeding minimum guidelines.
The cash dividend of $0.20 paid in the first quarter has an indicated annual rate of $0.80 per share.
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PART II. — OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
| (a) | Exhibits | |
| Exhibit Index | ||
| Exhibit | ||
| Number | ||
| 3.1 | Amended and Restated Articles of Incorporation of FirstMerit Corporation, as amended (incorporated by reference from Exhibit 3.1 to the Form 10-K/ A filed by the Registrant on April 29, 1999) | |
| 3.2 | Amended and Restated Code of Regulations of FirstMerit Corporation (incorporated by reference from Exhibit 3(b) to the Form 10-K filed by the registrant on April 9, 1998) | |
| 4.1 | Shareholders Rights Agreement dated October 21, 1993, between FirstMerit Corporation and FirstMerit Bank, N.A., as amended and restated May 20, 1998 (incorporated by reference from Exhibit 4 to the Form 8-A/ A filed by the registrant on June 22, 1998) | |
| 4.2 | Instrument of Assumption of Indenture between FirstMerit Corporation and NBD Bank, as Trustee, dated October 23, 1998 regarding FirstMerit Corporation’s 6 1/4% Convertible Subordinated Debentures, due May 1, 2008 (incorporated by reference from Exhibit 4(b) to the Form 10-Q filed by the registrant on November 13, 1998) | |
| 4.3 | Supplemental Indenture, dated as of February 12, 1999, between FirstMerit and Firstar Bank Milwaukee, National Association, as Trustee relating to the obligations of the FirstMerit Capital Trust I, fka Signal Capital Trust I (incorporated by reference from Exhibit 4.3 to the Form 10-K filed by the Registrant on March 22, 1999) | |
| 4.4 | Indenture dated as of February 13, 1998 between Firstar Bank Milwaukee, National Association, as trustee and Signal Corp (incorporated by reference from Exhibit 4.1 to the Form S-4, No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998) | |
| 4.5 | Amended and Restated Declaration of Trust of FirstMerit Capital Trust I, fka Signal Capital Trust I, dated as of February 13, 1998 (incorporated by reference from Exhibit 4.5 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13,1998) | |
| 4.6 | Form Capital Security Certificate (incorporated by reference from Exhibit 4.6 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998) | |
| 4.7 | Series B Capital Securities Guarantee Agreement (incorporated by reference from Exhibit 4.7 to the Form No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998) | |
| 4.8 | Form of 8.67% Junior Subordinated Deferrable Interest Debenture, Series B (incorporated by reference from Exhibit 4.7 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998) | |
| 10.1 | 1982 Incentive Stock Option Plan of FirstMerit Corporation (incorporated by reference from Exhibit 4.2 to the Form S-8 (No. 33-7266) filed by the registrant on July 15, 1986)* | |
| 10.2 | Amended and Restated 1992 Stock Option Program of FirstMerit Corporation (incorporated by reference from Exhibit 10.2 to the Form 10-K filed by the registrant on February 24, 1998)* | |
| 10.3 | FirstMerit Corporation 1992 Directors Stock Option Program (incorporated by reference from Exhibit 10.2 to the Form 10-K filed by the registrant on February 24, 1998)* |
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| 10.4 | FirstMerit Corporation 1995 Restricted Stock Plan (incorporated by reference from Exhibit (10)(d) to the Form 10-Q for the fiscal quarter ended March 31, 1995, filed by the registrant on May 15, 1995)* | |
| 10.5 | FirstMerit Corporation 1997 Stock Option Program (incorporated by reference from Exhibit 10.5 to the Form 10-K filed by the registrant on February 24, 1998)* | |
| 10.6 | FirstMerit Corporation 1999 Stock Plan (incorporated by reference from Exhibit 10.39 to the Form S-8 filed by the Registrant on May 21, 1999)* | |
| 10.7 | FirstMerit Corporation 1987 Stock Option and Incentive Plan (SF) 1998 (incorporated by reference from Exhibit 10.7 to the Form 10-K filed by the registrant on March 10, 2000)* | |
| 10.8 | FirstMerit Corporation 1996 Stock Option and Incentive Plan (SF) (incorporated by reference from Exhibit 10.8 to the form 10-K filed by the registrant on March 10, 2000)* | |
| 10.9 | FirstMerit Corporation 1994 Stock Option Plan (SF) (incorporated by reference from Exhibit 10.9 to the Form 10-K filed by the registrant on March 10, 2000)* | |
| 10.10 | FirstMerit Corporation 1989 Stock Incentive Plan (SB) (incorporated by reference from Exhibit 10.10 to the Form 10-K filed by the registrant on March 10, 2000.* | |
| 10.11 | FirstMerit Corporation Amended and Restated Stock Option and Incentive Plan (SG)(incorporated by reference from Exhibit 10.11 to the Form 10-K filed by the registrant on March 10, 2000)* | |
| 10.12 | FirstMerit Corporation Non-Employee Director Stock Option Plan (SG) (incorporated by reference from Exhibit 4.3 to the Form S-8/ A (No. 333-63797) filed by the registrant on February 12, 1999)* | |
| 10.13 | FirstMerit Corporation 1997 Omnibus Incentive Plan (SG)(incorporated by reference from Exhibit 10.13 to the Form 10-K filed by the registrant on March 10, 2000)* | |
| 10.14 | FirstMerit Corporation 1993 Stock Option Plan (FSB) (incorporated by reference from Exhibit 10.14 to the Form 10-K filed by the registrant on March 10, 2000)* | |
| 10.15 | Amended and Restated FirstMerit Corporation Executive Deferred Compensation Plan (incorporated by reference from Exhibit 10(h) to the Form 10-K filed by the registrant on February 25, 1997)* | |
| 10.16 | Amended and Restated FirstMerit Corporation Director Deferred Compensation Plan (incorporated by reference from Exhibit 10(i) to the Form 10-K filed by the registrant on February 25, 1997)* | |
| 10.17 | FirstMerit Corporation Executive Supplemental Retirement Plan (incorporated by reference from Exhibit 10(d) to the Form 10-K filed by the registrant on March 15, 1996)* | |
| 10.18 | Amended and Restated Membership Agreement with respect to the FirstMerit Corporation Executive Supplemental Retirement Plan (incorporated by reference from Exhibit 10.39 to the Form 10-K filed by the Registrant on March 22, 1999)* | |
| 10.19 | FirstMerit Corporation Unfunded Supplemental Benefit Plan (incorporated by reference from Exhibit 10.11 to the Form 10-K filed by the registrant on February 24, 1998)* | |
| 10.20 | First Amendment to the FirstMerit Corporation Unfunded Supplemental Benefit Plan (incorporated by reference from Exhibit 10(v) to the Form 10-K filed by the registrant on March 2, 1995)* | |
| 10.21 | FirstMerit Corporation Executive Committee Life Insurance Program Summary (incorporated by reference from Exhibit 10(w) to the Form 10-K filed by the registrant on March 2, 1995)* | |
| 10.22 | Long Term Disability Plan (incorporated by reference from Exhibit 10(x) to the Form 10-K filed by the registrant on March 2, 1995)* | |
| 10.23 | Supplemental Pension Agreement of John R. Macso (incorporated by reference from Exhibit 10.13 to the Form 10-K filed by the registrant on February 24, 1998)* | |
| 10.24 | Employment Agreement with John R. Macso, dated August 3, 1999 (incorporated by reference from Exhibit 10.13.1 to the Form 10-Q filed by the Registrant on November 12, 1999)* | |
| A | Agreement with John R. Macso, dated August 3, 1999 (incorporated by reference from Exhibit 10.13.2 to the Form 10-Q filed by the Registrant on November 12, 1999)* | |
| 10.26 | Stock Option Agreement with John R. Macso, dated August 3, 1999 (incorporated by reference from Exhibit 10.13.3 to the Form 10-Q filed by the Registrant on November 12, 1999)* | |
| 10.27 | Employment Agreement dated October 23, 1998 for Charles F. Valentine (incorporated by reference from Exhibit 10(a) to the Form 10-Q filed by the registrant on November 13, 1998)* | |
| 10.28 | SERP Agreement dated October 23, 1998 for Charles F. Valentine (incorporated by reference from Exhibit 10(b) to the Form 10-Q filed by the registrant on November 13, 1998)* | |
| 10.29 | Employment Agreement of John R. Cochran, dated December 1, 1998 (incorporated by reference from Exhibit 10.20 to the Form 10-K filed by the Registrant on March 22, 1999)* | |
| 10.30 | Restricted Stock Award Agreement of John R. Cochran dated March 1, 1995 (incorporated by reference from Exhibit 10(e) to the Form 10-Q filed by the registrant on May 15, 1995)* | |
| 10.31 | Restricted Stock Award Agreement of John R. Cochran dated April 9, 1997 (incorporated by reference from Exhibit 10.18 to the Form 10-K filed by the registrant on February 24, 1998)* |
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| 10.32 | First Amendment to Restricted Stock Award Agreement for John R. Cochran (incorporated by reference from Exhibit 10.38 to the Form 10-K filed by the Registrant on March 22, 1999)* | |
| 10.33 | Employment Agreement of Sid A. Bostic, dated February 1, 1998 (incorporated by reference from Exhibit 10.19 to the Form 10-K filed by the registrant on February 24, 1998)* | |
| 10.34 | First Amendment to Employment Agreement of Sid A. Bostic, dated April 20, 1999 (incorporated by reference from Exhibit 10.23.1 to the Form 10-Q filed by the registrant on May 14, 1999)* | |
| 10.35 | Restricted Stock Award Agreement of Sid A. Bostic dated February 1, 1998 (incorporated by reference from Exhibit 10.20 to the Form 10-K filed by the registrant on February 24, 1998)* | |
| 10.36 | First Amendment to Restricted Stock Award Agreement of Sid A. Bostic, dated April 20, 1999 (incorporated by reference from Exhibit 10.25.1 to the Form 10-Q filed by the registrant on May 14, 1999)* | |
| 10.37 | Form of FirstMerit Corporation Termination Agreement (incorporated by reference from Exhibit 10.24.1 to the Form 10-Q filed by the Registrant on March 22, 1999)* | |
| 10.38 | Form of Director and Officer Indemnification Agreement and Undertaking (incorporated by reference from Exhibit 10(s) to the Form 8-K/ A filed by the registrant on April 27, 1995)* | |
| 10.39 | Independent Contractor Agreement with Gary G. Clark, dated February 12, 1999 (incorporated by reference from Exhibit 10.38 to the Form 10-Q filed by the Registrant on May 14, 1999)* | |
| 10.40 | Credit Agreement among FirstMerit Corporation, Bank of America, N.A., and Lenders, dated November 29, 1999 (incorporated by reference from Exhibit 10.40 to the Form 10-K filed by the registrant on March 10, 2000) | |
| 10.41 | Distribution Agreement, by and among FirstMerit Bank, N.A. and the Agents, dated July 15, 1999 (incorporated by reference from Exhibit 10.41 to the Form 10-K filed by the registrant on March 10, 2000)* | |
| 21 | Direct and Indirect Subsidiaries of FirstMerit Corporation | |
| 25.1 | Form T-1 Statement of Eligibility of Firstar Trust Company to act as Property Trustee under the Amended and Restated Declaration of Trust of FirstMerit Capital Trust I, fka Signal Capital Trust I (incorporated by reference from Exhibit 26.1 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998) | |
| 25.2 | Form T-1 Statement of Eligibility of Firstar Trust Company to act as Debenture Trustee under the FirstMerit Capital Trust I, fka Signal Capital Trust I, Indenture (incorporated by reference from Exhibit 26.1 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998) | |
| 27 | Financial Data Schedule | |
| * Management Contract or Compensatory Plan or Arrangement | ||
| (b) | Form 8-K | |
| There were no Form 8-K filings during the first quarter 2000. | ||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FIRSTMERIT CORPORATION | ||||||
| By: | /s/TERRENCE E. BICHSEL | |||||
| Terrence E. Bichsel, Executive Vice President | ||||||
| and Chief Financial Officer | ||||||
DATE: May 12, 2000