SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| | |
þ | | QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED September 30, 2007
| | |
o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION 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)
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. YESþ NOo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerþ Accelerated filero Non-accelerated filero
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YESo NOþ
As of October 31, 2007, 80,473,990 shares, without par value, were outstanding.
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRSTMERIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | | |
(In thousands) | | | | | | | | | |
(Unaudited, except December 31, 2006, which is derived from the | | September 30, | | | December 31, | | | September 30, | |
audited financial statements) | | 2007 | | | 2006 | | | 2006 | |
ASSETS | | | | | | | | | | | | |
Cash and due from banks | | $ | 193,721 | | | $ | 200,204 | | | $ | 196,116 | |
Investment securities (at fair value) and federal funds sold | | | 2,499,406 | | | | 2,407,888 | | | | 2,372,484 | |
Loans held for sale | | | 49,746 | | | | 95,272 | | | | 55,010 | |
Loans: | | | | | | | | | | | | |
Commercial loans | | | 3,887,985 | | | | 3,694,121 | | | | 3,733,734 | |
Mortgage loans | | | 579,954 | | | | 608,008 | | | | 613,332 | |
Installment loans | | | 1,633,231 | | | | 1,619,747 | | | | 1,622,355 | |
Home equity loans | | | 701,565 | | | | 731,473 | | | | 748,307 | |
Credit card loans | | | 142,986 | | | | 147,553 | | | | 140,143 | |
Leases | | | 68,668 | | | | 77,971 | | | | 59,476 | |
| | | | | | | | | |
Total loans | | | 7,014,389 | | | | 6,878,873 | | | | 6,917,347 | |
Less allowance for loan losses | | | (93,811 | ) | | | (91,342 | ) | | | (88,755 | ) |
| | | | | | | | | |
Net loans | | | 6,920,578 | | | | 6,787,531 | | | | 6,828,592 | |
Premises and equipment, net | | | 116,552 | | | | 122,954 | | | | 121,008 | |
Goodwill | | | 139,245 | | | | 139,245 | | | | 139,245 | |
Intangible assets | | | 2,198 | | | | 2,865 | | | | 3,088 | |
Accrued interest receivable and other assets | | | 486,319 | | | | 496,613 | | | | 502,425 | |
| | | | | | | | | |
Total assets | | $ | 10,407,765 | | | $ | 10,252,572 | | | $ | 10,217,968 | |
| | | | | | | | | |
| | | | | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | |
Deposits: | | | | | | | | | | | | |
Demand-non-interest bearing | | $ | 1,413,167 | | | $ | 1,455,097 | | | $ | 1,419,002 | |
Demand-interest bearing | | | 703,045 | | | | 799,571 | | | | 784,226 | |
Savings and money market accounts | | | 2,207,356 | | | | 2,267,686 | | | | 2,216,732 | |
Certificates and other time deposits | | | 3,084,728 | | | | 2,976,567 | | | | 2,969,673 | |
| | | | | | | | | |
Total deposits | | | 7,408,296 | | | | 7,498,921 | | | | 7,389,633 | |
| | | | | | | | | |
Securities sold under agreements to repurchase | | | 1,531,215 | | | | 1,261,821 | | | | 1,269,040 | |
Wholesale borrowings | | | 403,438 | | | | 464,227 | | | | 509,129 | |
Accrued taxes, expenses, and other liabilities | | | 179,939 | | | | 181,492 | | | | 146,783 | |
| | | | | | | | | |
Total liabilities | | | 9,522,888 | | | | 9,406,461 | | | | 9,314,585 | |
| | | | | | | | | |
Commitments and contingencies | | | | | | | | | | | | |
Shareholders’ equity: | | | | | | | | | | | | |
Preferred stock, without par value: | | | | | | | | | | | | |
authorized and unissued 7,000,000 shares | | | — | | | | — | | | | — | |
Preferred stock, Series A, without par value: | | | | | | | | | | | | |
designated 800,000 shares; none outstanding | | | — | | | | — | | | | — | |
Convertible preferred stock, Series B, without par value: | | | | | | | | | | | | |
designated 220,000 shares; none outstanding | | | — | | | | — | | | | — | |
Common stock, without par value: | | | | | | | | | | | | |
authorized 300,000,000 shares; issued 92,026,350 at September 30, 2007, December 31, 2006 and September 30, 2006 | | | 127,937 | | | | 127,937 | | | | 127,937 | |
Capital surplus | | | 99,727 | | | | 106,916 | | | | 106,182 | |
Accumulated other comprehensive loss | | | (66,352 | ) | | | (79,508 | ) | | | (38,143 | ) |
Retained earnings | | | 1,019,656 | | | | 998,079 | | | | 1,015,249 | |
Treasury stock, at cost, 11,559,284, 11,925,803 and 11,954,829 shares at September 30, 2007, December 31, 2006 and September 30, 2006, respectively | | | (296,091 | ) | | | (307,313 | ) | | | (307,842 | ) |
| | | | | | | | | |
Total shareholders’ equity | | | 884,877 | | | | 846,111 | | | | 903,383 | |
| | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 10,407,765 | | | $ | 10,252,572 | | | $ | 10,217,968 | |
| | | | | | | | | |
The accompanying notes are an integral part of the consolidated financial statements.
2
FIRSTMERIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
| | | | | | | | | | | | | | | | |
(Unaudited) | | Quarters ended | | | Nine months ended | |
(In thousands except per share data) | | September 30, | | | September 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
| | | | | | | | | | | | |
Interest income: | | | | | | | | | | | | | | | | |
Interest and fees on loans, including held for sale | | $ | 133,860 | | | $ | 129,890 | | | $ | 396,025 | | | $ | 371,080 | |
Interest and dividends on investment securities and federal funds sold | | | 28,771 | | | | 25,131 | | | | 83,000 | | | | 75,283 | |
| | | | | | | | | | | | |
Total interest income | | | 162,631 | | | | 155,021 | | | | 479,025 | | | | 446,363 | |
| | | | | | | | | | | | |
Interest expense: | | | | | | | | | | | | | | | | |
Interest on deposits: | | | | | | | | | | | | | | | | |
Demand-interest bearing | | | 1,677 | | | | 2,241 | | | | 5,472 | | | | 7,186 | |
Savings and money market accounts | | | 13,501 | | | | 13,188 | | | | 41,499 | | | | 36,015 | |
Certificates and other time deposits | | | 38,464 | | | | 32,881 | | | | 111,269 | | | | 88,308 | |
Interest on securities sold under agreements to repurchase | | | 19,514 | | | | 15,878 | | | | 54,304 | | | | 40,758 | |
Interest on wholesale borrowings | | | 4,321 | | | | 5,746 | | | | 15,096 | | | | 17,306 | |
| | | | | | | | | | | | |
Total interest expense | | | 77,477 | | | | 69,934 | | | | 227,640 | | | | 189,573 | |
| | | | | | | | | | | | |
Net interest income | | | 85,154 | | | | 85,087 | | | | 251,385 | | | | 256,790 | |
Provision for loan losses | | | 7,324 | | | | 12,612 | | | | 21,501 | | | | 31,877 | |
| | | | | | | | | | | | |
Net interest income after provision for loan losses | | | 77,830 | | | | 72,475 | | | | 229,884 | | | | 224,913 | |
| | | | | | | | | | | | |
Other income: | | | | | | | | | | | | | | | | |
Trust department income | | | 5,657 | | | | 5,721 | | | | 17,349 | | | | 16,859 | |
Service charges on deposits | | | 17,003 | | | | 19,250 | | | | 50,307 | | | | 53,326 | |
Credit card fees | | | 11,679 | | | | 11,251 | | | | 34,490 | | | | 33,400 | |
ATM and other service fees | | | 3,306 | | | | 3,301 | | | | 9,566 | | | | 9,682 | |
Bank owned life insurance income | | | 3,735 | | | | 3,042 | | | | 10,193 | | | | 11,338 | |
Investment services and insurance | | | 3,007 | | | | 2,631 | | | | 8,120 | | | | 7,809 | |
Investment securities gains, net | | | — | | | | 2 | | | | 1 | | | | 22 | |
Loan sales and servicing income | | | 1,411 | | | | 1,731 | | | | 8,760 | | | | 6,009 | |
Other operating income | | | 3,326 | | | | 2,412 | | | | 8,144 | | | | 8,371 | |
| | | | | | | | | | | | |
Total other income | | | 49,124 | | | | 49,341 | | | | 146,930 | | | | 146,816 | |
| | | | | | | | | | | | |
Other expenses: | | | | | | | | | | | | | | | | |
Salaries, wages, pension and employee benefits | | | 41,332 | | | | 43,248 | | | | 127,370 | | | | 133,000 | |
Net occupancy expense | | | 6,188 | | | | 6,002 | | | | 19,395 | | | | 18,671 | |
Equipment expense | | | 2,958 | | | | 3,097 | | | | 8,893 | | | | 8,969 | |
Stationery, supplies and postage | | | 2,463 | | | | 2,423 | | | | 7,048 | | | | 7,279 | |
Bankcard, loan processing and other costs | | | 7,222 | | | | 7,459 | | | | 22,299 | | | | 20,703 | |
Professional services | | | 2,923 | | | | 5,470 | | | | 12,277 | | | | 11,971 | |
Amortization of intangibles | | | 222 | | | | 222 | | | | 667 | | | | 667 | |
Other operating expense | | | 20,722 | | | | 9,062 | | | | 48,982 | | | | 42,840 | |
| | | | | | | | | | | | |
Total other expenses | | | 84,030 | | | | 76,983 | | | | 246,931 | | | | 244,100 | |
| | | | | | | | | | | | |
Income before federal income tax expense | | | 42,924 | | | | 44,833 | | | | 129,883 | | | | 127,629 | |
Federal income tax expense | | | 12,662 | | | | 13,629 | | | | 38,315 | | | | 38,800 | |
| | | | | | | | | | | | |
Net income | | $ | 30,262 | | | $ | 31,204 | | | $ | 91,568 | | | $ | 88,829 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Other comprehensive income (loss), net of taxes | | | | | | | | | | | | | | | | |
Unrealized securities’ holding gain (loss), net of taxes | | $ | 16,383 | | | $ | 23,868 | | | $ | 11,445 | | | $ | 5,468 | |
Unrealized hedging gain (loss), net of taxes | | | (1,537 | ) | | | 3 | | | | (909 | ) | | | (747 | ) |
Minimum pension liability adjustment, net of taxes | | | 875 | | | | — | | | | 2,621 | | | | — | |
Less: reclassification adjustment for securities’ gains losses realized in net income, net of taxes | | | — | | | | 1 | | | | 1 | | | | 14 | |
| | | | | | | | | | | | |
Total other comprehensive income (loss), net of taxes | | | 15,721 | | | | 23,870 | | | | 13,156 | | | | 4,707 | |
| | | | | | | | | | | | |
Comprehensive income | | $ | 45,983 | | | $ | 55,074 | | | $ | 104,724 | | | $ | 93,536 | |
| | | | | | | | | | | | |
Net income applicable to common shares | | $ | 30,262 | | | $ | 31,204 | | | $ | 91,568 | | | $ | 88,829 | |
| | | | | | | | | | | | |
Net income used in diluted EPS calculation | | $ | 30,266 | | | $ | 31,209 | | | $ | 91,580 | | | $ | 88,844 | |
| | | | | | | | | | | | |
Weighted average number of common shares outstanding — basic | | | 80,467 | | | | 80,066 | | | | 80,337 | | | | 80,140 | |
| | | | | | | | | | | | |
Weighted average number of common shares outstanding — diluted | | | 80,561 | | | | 80,262 | | | | 80,483 | | | | 80,365 | |
| | | | | | | | | | | | |
Basic earnings per share | | $ | 0.38 | | | $ | 0.39 | | | $ | 1.14 | | | $ | 1.11 | |
| | | | | | | | | | | | |
Diluted earnings per share | | $ | 0.38 | | | $ | 0.39 | | | $ | 1.14 | | | $ | 1.11 | |
| | | | | | | | | | | | |
Dividend per share | | $ | 0.29 | | | $ | 0.29 | | | $ | 0.87 | | | $ | 0.85 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of the consolidated financial statements.
3
FIRSTMERIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | |
(Unaudited) | | Nine months ended September 30 | |
(In thousands) | | 2007 | | | 2006 | |
| | | | | | | | |
Operating Activities | | | | | | | | |
Net income | | $ | 91,568 | | | $ | 88,829 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Provision for loan losses | | | 21,501 | | | | 31,877 | |
Provision for depreciation and amortization | | | 11,527 | | | | 10,981 | |
Amortization of investment securities premiums, net | | | 554 | | | | 1,699 | |
Accretion of income for lease financing | | | (3,209 | ) | | | (2,828 | ) |
Gains on sales and calls of investment securities, net | | | (1 | ) | | | (22 | ) |
Decrease (increase) in interest receivable | | | 156 | | | | (4,796 | ) |
Increase in interest payable | | | 2,785 | | | | 10,469 | |
Increase in employee pension liability | | | 2,918 | | | | 6,221 | |
Increase in bank owned life insurance | | | (9,029 | ) | | | (7,320 | ) |
Decrease in Ohio franchise tax payable | | | — | | | | (10,629 | ) |
Originations of loans held for sale | | | (189,492 | ) | | | (234,468 | ) |
Proceeds from sales of loans, primarily mortgage loans sold in the secondary mortgage markets | | | 183,855 | | | | 229,279 | |
Losses (gains) on sales of loans, net | | | 515 | | | | (138 | ) |
Amortization of intangible assets | | | 667 | | | | 667 | |
Other changes | | | 6,283 | | | | (4,450 | ) |
| | | | | | |
NET CASH PROVIDED BY OPERATING ACTIVITIES | | | 120,598 | | | | 115,371 | |
Investing Activities | | | | | | | | |
Dispositions of investment securities: | | | | | | | | |
Available-for-sale — sales | | | 2 | | | | — | |
Available-for-sale — maturities | | | 538,284 | | | | 642,518 | |
Purchases of available-for-sale investment securities | | | (617,443 | ) | | | (461,793 | ) |
Net increase in loans and leases, excluding sales | | | (93,521 | ) | | | (288,841 | ) |
Purchases of premises and equipment | | | (5,450 | ) | | | (13,651 | ) |
Sales of premises and equipment | | | 325 | | | | 2,082 | |
| | | | | | |
| | | | | | | | |
NET CASH USED IN INVESTING ACTIVITIES | | | (177,803 | ) | | | (119,685 | ) |
Financing Activities | | | | | | | | |
Net decrease in demand accounts | | | (138,456 | ) | | | (150,751 | ) |
Net decrease in savings and money market accounts | | | (60,330 | ) | | | (87,445 | ) |
Net increase in certificates and other time deposits | | | 108,161 | | | | 394,179 | |
Net increase (decrease) in securities sold under agreements to repurchase | | | 269,394 | | | | (156,997 | ) |
Net (decrease) increase in wholesale borrowings | | | (60,789 | ) | | | 108,025 | |
Cash dividends — common | | | (69,991 | ) | | | (68,067 | ) |
Purchase of treasury shares | | | (236 | ) | | | (65,430 | ) |
Proceeds from exercise of stock options, conversion of debentures or conversion of preferred stock | | | 2,969 | | | | 963 | |
| | | | | | |
| | | | | | | | |
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES | | | 50,722 | | | | (25,523 | ) |
| | | | | | |
Decrease in cash and cash equivalents | | | (6,483 | ) | | | (29,837 | ) |
Cash and cash equivalents at beginning of period | | | 200,204 | | | | 225,953 | |
| | | | | | |
Cash and cash equivalents at end of period | | $ | 193,721 | | | $ | 196,116 | |
| | | | | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | | | | | | | | |
Cash paid during the period for: | | | | | | | | |
Interest, net of amounts capitalized | | $ | 125,125 | | | $ | 108,136 | |
| | | | | | |
Federal income taxes | | $ | 33,670 | | | $ | 37,770 | |
| | | | | | |
The accompanying notes are an integral part of the consolidated financial statements.
4
FirstMerit Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2007(Unaudited)(Dollars in thousands except per share data)
1.Company Organization and Financial Presentation — FirstMerit Corporation (“Corporation”) is a bank holding company whose principal asset is the common stock of its wholly-owned subsidiary, FirstMerit Bank, N. A. The Corporation’s other subsidiaries include Citizens Savings Corporation of Stark County, FirstMerit Capital Trust I, FirstMerit Community Development Corporation, FMT, Inc., SF Development Corp and Realty Facility Holdings XV, L.L.C.
The consolidated balance sheet at December 31, 2006 has been derived from the audited consolidated financial statements at that date. The accompanying unaudited interim financial statements reflect all adjustments (consisting only of normally recurring accruals) that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with the rules of the Securities and Exchange Commission (“SEC”). The consolidated financial statements of the Corporation as of September 30, 2007 and 2006 are not necessarily indicative of the results that may be achieved for the full fiscal year or for any future period. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2006.
Certain previously reported amounts have been reclassified to conform to the current reporting presentation.
2.Recent Accounting Pronouncements —During February 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Standards (“SFAS”) No. 156 “Accounting for Servicing of Financial Assets,” which amends SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” with respect to the accounting for separately recognized servicing assets and servicing liabilities. This statement requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value. Should a company not elect to use the fair value method for subsequent measurement, the company would continue to use the amortization method previously required by SFAS No. 140, under which the servicing asset or servicing liability is amortized and periodically evaluated for impairment. SFAS No. 156 permits, but does not require, the subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value. Management has not elected to use the fair value method for subsequent measurement.
During February 2006, the FASB issued SFAS No. 155 “Accounting for Certain Hybrid Financial Instruments” which amends SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities��� and SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“SFAS 155”). This statement permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. It also clarifies which interest-only strips and
5
principal-only strips are not subject to the requirements of SFAS No. 133 and establishes a requirement to evaluate interests in securitized financial assets to identify interests that contain an embedded derivative requiring bifurcation. SFAS 155 was effective for all financial instruments acquired or issued after January 1, 2007. The adoption of SFAS 155 did not have a material impact on the Corporation’s consolidated financial condition or results of operations.
During September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). This standard establishes a standard definition for fair value, establishes a framework under generally accepted accounting principles for measuring fair value and expands disclosure requirements for fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Corporation is currently assessing the impact of adopting SFAS 157.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” (“SFAS 159”) which permits companies to elect to measure certain eligible items at fair value. Subsequent unrealized gains and losses on those items will be reported in earnings. Upfront costs and fees related to those items will be reported in earnings as incurred and not deferred. SFAS 159 is effective for fiscal years beginning after November 15, 2007. If a company elects to apply the provision of SFAS 159 to eligible items existing at that date, the effect of the remeasurement to fair value will be reported as a cumulative effect adjustment to the opening balance of retained earnings. Retrospective application will not be permitted. The Corporation is currently assessing whether it will elect to use the fair value option for any of its eligible items.
On July 13, 2006, the FASB issued FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes (“FIN 48”). This interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109 “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. This interpretation is effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 did not have a material impact on the Corporation’s consolidated financial condition or results of operations.
6
3.Investment Securities — All investment securities of the Corporation are classified as available-for-sale. The available-for-sale classification provides the Corporation with more flexibility to respond, through the portfolio, to changes in market interest rates, or to increases in loan demand or deposit withdrawals.
The components of investment securities are as follows:
| | | | | | | | | | | | | | | | |
| | September 30, 2007 | |
| | | | | | Gross | | | Gross | | | | |
| | Amortized | | | Unrealized | | | Unrealized | | | Fair | |
| | Cost | | | Gains | | | Losses | | | Value | |
| | | | | | | | | | | | | | | | |
Available for sale: | | | | | | | | | | | | | | | | |
U.S. Government agency obligations | | $ | 630,588 | | | $ | 1,460 | | | $ | (6,275 | ) | | $ | 625,773 | |
Obligations of state and political subdivisions | | | 273,337 | | | | 1,492 | | | | (966 | ) | | | 273,863 | |
Mortgage-backed securities | | | 1,393,317 | | | | 1,952 | | | | (24,976 | ) | | | 1,370,293 | |
Other securities | | | 231,706 | | | | 2,406 | | | | (4,635 | ) | | | 229,477 | |
| | | | | | | | | | | | |
| | $ | 2,528,948 | | | $ | 7,310 | | | $ | (36,852 | ) | | $ | 2,499,406 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Fair | |
| | | | | | | | | | Book Value | | | Value | |
| | | | | | | | | | | | | | | | |
Due in one year or less | | | | | | | | | | $ | 159,239 | | | $ | 158,459 | |
Due after one year through five years | | | | | | | | | | | 1,639,721 | | | | 1,612,459 | |
Due after five years through ten years | | | | | | | | | | | 437,431 | | | | 437,572 | |
Due after ten years | | | | | | | | | | | 292,557 | | | | 290,916 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | $ | 2,528,948 | | | $ | 2,499,406 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | December 31, 2006 | |
| | | | | | Gross | | | Gross | | | | |
| | Amortized | | | Unrealized | | | Unrealized | | | Fair | |
| | Cost | | | Gains | | | Losses | | | Value | |
| | | | | | | | | | | | | | | | |
Available for sale: | | | | | | | | | | | | | | | | |
U.S. Government agency obligations | | $ | 846,517 | | | $ | 72 | | | $ | (14,670 | ) | | $ | 831,919 | |
Obligations of state and political subdivisions | | | 195,054 | | | | 1,872 | | | | (128 | ) | | | 196,798 | |
Mortgage-backed securities | | | 1,164,205 | | | | 625 | | | | (36,778 | ) | | | 1,128,052 | |
Other securities | | | 249,261 | | | | 3,282 | | | | (1,424 | ) | | | 251,119 | |
| | | | | | | | | | | | |
| | $ | 2,455,037 | | | $ | 5,851 | | | $ | (53,000 | ) | | $ | 2,407,888 | |
| | | | | | | | | | | | |
| | | | | | | | |
| | Amortized | | | Fair | |
| | Cost | | | Value | |
| | | | | | | | |
Due in one year or less | | $ | 376,918 | | | $ | 373,502 | |
Due after one year through five years | | | 1,580,074 | | | | 1,534,847 | |
Due after five years through ten years | | | 274,173 | | | | 271,978 | |
Due after ten years | | | 223,872 | | | | 227,561 | |
| | | | | | |
| | $ | 2,455,037 | | | $ | 2,407,888 | |
| | | | | | |
7
| | | | | | | | | | | | | | | | |
| | September 30, 2006 | |
| | | | | | Gross | | | Gross | | | | |
| | Amortized | | | Unrealized | | | Unrealized | | | Fair | |
| | Cost | | | Gains | | | Losses | | | Value | |
| | | | | | | | | | | | | | | | |
Available for sale: | | | | | | | | | | | | | | | | |
U.S. Government agency obligations | | $ | 892,116 | | | $ | 412 | | | $ | (16,932 | ) | | $ | 875,596 | |
Obligations of state and political subdivisions | | | 132,159 | | | | 2,117 | | | | (33 | ) | | | 134,243 | |
Mortgage-backed securities | | | 1,150,847 | | | | 520 | | | | (38,692 | ) | | | 1,112,675 | |
Other securities | | | 248,382 | | | | 2,967 | | | | (1,379 | ) | | | 249,970 | |
| | | | | | | | | | | | |
| | $ | 2,423,504 | | | $ | 6,016 | | | $ | (57,036 | ) | | $ | 2,372,484 | |
| | | | | | | | | | | | |
| | | | | | | | |
| | | | | | Fair | |
| | Book Value | | | Value | |
| | | | | | | | |
Due in one year or less | | $ | 330,507 | | | $ | 326,367 | |
Due after one year through five years | | | 1,822,233 | | | | 1,773,279 | |
Due after five years through ten years | | | 110,046 | | | | 108,649 | |
Due after ten years | | | 160,718 | | | | 164,189 | |
| | | | | | |
| | $ | 2,423,504 | | | $ | 2,372,484 | |
| | | | | | |
Expected maturities will differ from contractual maturities based on the issuers’ rights to call or prepay obligations with or without call or prepayment penalties. Securities with remaining maturities over five years consist of mortgage and asset backed securities.
The carrying amount of investment securities pledged to secure trust and public deposits and for purposes required or permitted by law amounted to approximately $2.0 billion at September 30, 2007, $1.8 billion at December 31, 2006 and $1.9 billion at September 30, 2006.
At September 30, 2007, December 31, 2006 and September 30, 2006, the Corporation’s investment in Federal Reserve Bank (“FRB”) common stock was $8.7 million, $8.7 million and $8.6 million, respectively. At September 30, 2007, December 31, 2006 and September 30, 2006, the Corporation’s investment in Federal Home Loan Bank (“FHLB”) stock amounted to $114.5 million, $114.5 million and $112.8 million, respectively and is included in other securities in the preceding table. FRB and FHLB stock are classified as a restricted investment, carried at cost, and their value is determined by the ultimate recoverability of par value.
The following tables show the unrealized losses that have not been recognized as other-than-temporary in accordance with FASB Staff Position (“FSP”) No. FAS 115-1. Management believes that due to the credit-worthiness of the issuers and the fact that the Corporation has the intent and the ability to hold the securities for the period necessary to recover the cost of the securities, the decline in the fair values is temporary in nature.
8
| | | | | | | | | | | | | | | | | | | | | | | | |
| | At September 30, 2007 | |
| | Less than 12 months | | | 12 months or longer | | | Total | |
| | | | | | Unrealized | | | | | | | Unrealized | | | | | | | Unrealized | |
Description of Securities | | Fair Value | | | Losses | | | Fair Value | | | Losses | | | Fair Value | | | Losses | |
| | | | | | | | | | | | | | | | | | | | | | | | |
U.S. Government agency obligations | | $ | 40,546 | | | $ | (252 | ) | | $ | 446,622 | | | $ | (6,023 | ) | | $ | 487,168 | | | $ | (6,275 | ) |
Obligations of states and political subdivisions | | | 117,616 | | | | (942 | ) | | | 1,729 | | | | (24 | ) | | | 119,345 | | | | (966 | ) |
Mortgage-backed securities | | | 235,735 | | | | (1,317 | ) | | | 842,173 | | | | (23,659 | ) | | | 1,077,908 | | | | (24,976 | ) |
Other securities | | | 38,479 | | | | (1,879 | ) | | | 51,120 | | | | (2,756 | ) | | | 89,599 | | | | (4,635 | ) |
| | | | | | | | | | | | | | | | | | |
Total temporarily impaired securities | | $ | 432,376 | | | $ | (4,390 | ) | | $ | 1,341,644 | | | $ | (32,462 | ) | | $ | 1,774,020 | | | $ | (36,852 | ) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | At December 31, 2006 | |
| | Less than 12 months | | | 12 months or longer | | | Total | |
| | | | | | Unrealized | | | | | | | Unrealized | | | | | | | Unrealized | |
Description of Securities | | Fair Value | | | Losses | | | Fair Value | | | Losses | | | Fair Value | | | Losses | |
| | | | | | | | | | | | | | | | | | | | | | | | |
U.S. Government agency obligations | | $ | 69,934 | | | $ | (66 | ) | | $ | 711,861 | | | $ | (14,603 | ) | | $ | 781,795 | | | $ | (14,669 | ) |
Obligations of states and political subdivisions | | | 30,926 | | | | (96 | ) | | | 1,722 | | | | (32 | ) | | | 32,648 | | | | (128 | ) |
Mortgage-backed securities | | | 43,585 | | | | (12 | ) | | | 1,015,354 | | | | (36,767 | ) | | | 1,058,940 | | | | (36,779 | ) |
Other securities | | | 9,790 | | | | (9 | ) | | | 59,918 | | | | (1,415 | ) | | | 69,707 | | | | (1,424 | ) |
| | | | | | | | | | | | | | | | | | |
Total temporarily impaired securities | | $ | 154,235 | | | $ | (183 | ) | | $ | 1,788,855 | | | $ | (52,817 | ) | | $ | 1,943,090 | | | $ | (53,000 | ) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | At September 30, 2006 | |
| | Less than 12 months | | | 12 months or longer | | | Total | |
| | | | | | Unrealized | | | | | | | Unrealized | | | | | | | Unrealized | |
Description of Securities | | Fair Value | | | Losses | | | Fair Value | | | Losses | | | Fair Value | | | Losses | |
| | | | | | | | | | | | | | | | | | | | | | | | |
U.S. Government agency obligations | | $ | 30,033 | | | $ | (27 | ) | | $ | 745,151 | | | $ | (16,905 | ) | | $ | 775,184 | | | $ | (16,932 | ) |
Obligations of states and political subdivisions | | | — | | | | — | | | | 2,315 | | | | (33 | ) | | | 2,315 | | | | (33 | ) |
Mortgage-backed securities | | | 38,613 | | | | (800 | ) | | | 1,025,683 | | | | (37,892 | ) | | | 1,064,296 | | | | (38,692 | ) |
Other securities | | | — | | | | — | | | | 60,915 | | | | (1,379 | ) | | | 60,915 | | | | (1,379 | ) |
| | | | | | | | | | | | | | | | | | |
Total temporarily impaired securities | | $ | 68,646 | | | $ | (827 | ) | | $ | 1,834,064 | | | $ | (56,209 | ) | | $ | 1,902,710 | | | $ | (57,036 | ) |
| | | | | | | | | | | | | | | | | | |
4. Allowance for loan losses (“ALL”) — The Corporation’s Credit Policy Division manages credit risk by establishing common credit policies for its subsidiary bank, participating in approval of its loans, conducting reviews of loan portfolios, providing centralized consumer underwriting, collections and loan operation services, and overseeing 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.
The activity within the ALL for the quarter and nine months ended September 30, 2007 and 2006 and the full year ended December 31, 2006 is shown in the following table:
9
Note 1 (Summary of Significant Accounting Policies) and Note 4 (Allowance for Loan Losses) in the 2006 Form 10-K, more fully describe the components of the allowance for loan loss model.
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Nine | | | Nine | | | | |
| | Quarter ended | | | Quarter ended | | | months ended | | | months ended | | | Year Ended | |
| | September 30, | | | September 30, | | | September 30, | | | September 30, | | | December 31, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | | | 2006 | |
| | | | | | | | | | | | | | | | | | | | |
Allowance for loan losses-beginning of period | | $ | 94,432 | | | $ | 87,727 | | | $ | 91,342 | | | $ | 90,661 | | | $ | 90,661 | |
Loans charged off: | | | | | | | | | | | | | | | | | | | | |
Commercial | | | 3,227 | | | | 6,731 | | | | 4,887 | | | | 22,883 | | | | 32,628 | |
Mortgage | | | 1,510 | | | | 459 | | | | 4,068 | | | | 1,157 | | | | 1,670 | |
Installment | | | 4,531 | | | | 4,832 | | | | 13,598 | | | | 15,386 | | | | 20,682 | |
Home equity | | | 1,095 | | | | 1,112 | | | | 3,393 | | | | 2,878 | | | | 3,847 | |
Credit cards | | | 1,969 | | | | 2,315 | | | | 6,393 | | | | 6,040 | | | | 8,294 | |
Leases | | | 15 | | | | 4 | | | | 41 | | | | 61 | | | | 3,607 | |
| | | | | | | | | | | | | | | |
Total charge-offs | | | 12,347 | | | | 15,453 | | | | 32,380 | | | | 48,405 | | | | 70,728 | |
| | | | | | | | | | | | | | | |
Recoveries: | | | | | | | | | | | | | | | | | | | | |
Commercial | | | 1,105 | | | | 566 | | | | 3,994 | | | | 2,948 | | | | 3,734 | |
Mortgage | | | — | | | | 9 | | | | 8 | | | | 95 | | | | 142 | |
Installment | | | 2,110 | | | | 2,219 | | | | 6,316 | | | | 8,330 | | | | 10,340 | |
Home equity | | | 519 | | | | 333 | | | | 1,083 | | | | 1,018 | | | | 1,293 | |
Credit cards | | | 504 | | | | 585 | | | | 1,452 | | | | 1,619 | | | | 2,123 | |
Manufactured housing | | | 82 | | | | 102 | | | | 252 | | | | 372 | | | | 451 | |
Leases | | | 82 | | | | 55 | | | | 243 | | | | 240 | | | | 303 | |
| | | | | | | | | | | | | | | |
Total recoveries | | | 4,402 | | | | 3,869 | | | | 13,348 | | | | 14,622 | | | | 18,386 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net charge-offs | | | 7,945 | | | | 11,584 | | | | 19,032 | | | | 33,783 | | | | 52,342 | |
Allowance related to loans held for sale | | | — | | | | — | | | | — | | | | — | | | | (23,089 | ) |
Provision for loan losses | | | 7,324 | | | | 12,612 | | | | 21,501 | | | | 31,877 | | | | 76,112 | |
| | | | | | | | | | | | | | | |
Allowance for loan losses-end of period | | $ | 93,811 | | | $ | 88,755 | | | $ | 93,811 | | | $ | 88,755 | | | $ | 91,342 | |
| | | | | | | | | | | | | | | |
10
5. Goodwill and Intangible Assets — The following table summarizes goodwill and intangible assets:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | At September 30, 2007 | | | At December 31, 2006 | | | At September 30, 2006 | |
| | Gross | | | Accumulated | | | Net | | | Gross | | | Accumulated | | | Net | | | Gross | | | Accumulated | | | Net | |
| | Amount | | | Amortization | | | Amount | | | Amount | | | Amortization | | | Amount | | | Amount | | | Amortization | | | Amount | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortizable intangible assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deposit base intangible assets | | $ | 10,137 | | | | 7,939 | | | $ | 2,198 | | | $ | 10,137 | | | | 7,272 | | | $ | 2,865 | | | $ | 10,137 | | | | 7,049 | | | $ | 3,088 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Unamortizable intangible assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Goodwill | | $ | 139,245 | | | | | | | $ | 139,245 | | | $ | 139,245 | | | | | | | $ | 139,245 | | | $ | 139,245 | | | | | | | $ | 139,245 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization expense for intangible assets was $0.22 million for both quarters ended September 30, 2007 and 2006. The following table shows the estimated future amortization expense for deposit base intangible assets based on existing asset balances at September 30, 2007:
For the years ended:
| | | | |
December 31, 2007 | | $ | 889 | |
December 31, 2008 | | | 573 | |
December 31, 2009 | | | 347 | |
December 31, 2010 | | | 347 | |
December 31, 2011 and beyond | | | 42 | |
| | | |
| | $ | 2,198 | |
| | | |
During the fourth quarter of 2006, the Corporation conducted its annual impairment testing as required by SFAS No. 142 “Goodwill and Other Intangible Assets,” and concluded that goodwill was not impaired.
11
6.Earnings per share — The reconciliation between basic and diluted earnings per share (“EPS”) is calculated using the treasury stock method and presented as follows:
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Nine | | | Nine | |
| | Quarter ended | | | Quarter ended | | | months ended | | | months ended | |
| | September 30, | | | September 30, | | | September 30, | | | September 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
| | | | | | | | | | | | | | | | |
BASIC EPS: | | | | | | | | | | | | | | | | |
Net income applicable to common shares | | $ | 30,262 | | | $ | 31,204 | | | $ | 91,568 | | | $ | 88,829 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Average common shares outstanding | | | 80,467 | | | | 80,066 | | | | 80,337 | | | | 80,140 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income per share — basic | | $ | 0.38 | | | $ | 0.39 | | | $ | 1.14 | | | $ | 1.11 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
DILUTED EPS: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income available to common shares | | $ | 30,262 | | | $ | 31,204 | | | $ | 91,568 | | | $ | 88,829 | |
Add: interest expense on convertible bonds | | | 4 | | | | 5 | | | | 12 | | | | 15 | |
| | | | | | | | | | | | |
| | $ | 30,266 | | | $ | 31,209 | | | $ | 91,580 | | | $ | 88,844 | |
| | | | | | | | | | | | |
Avg common shares outstanding | | | 80,467 | | | | 80,066 | | | | 80,337 | | | | 80,140 | |
Add: Equivalents from stock options and restricted stock | | | 52 | | | | 149 | | | | 102 | | | | 176 | |
Add: Equivalents-convertible bonds | | | 42 | | | | 47 | | | | 44 | | | | 49 | |
| | | | | | | | | | | | |
Average common shares and equivalents outstanding | | | 80,561 | | | | 80,262 | | | | 80,483 | | | | 80,365 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income per common share — diluted | | $ | 0.38 | | | $ | 0.39 | | | $ | 1.14 | | | $ | 1.11 | |
| | | | | | | | | | | | |
For the quarters ended September 30, 2007 and 2006, options to purchase 6.4 million and 6.7 million shares, respectively, were outstanding, but not included in the computation of diluted earnings per share because they were antidilutive.
On January 20, 2006, the Corporation entered into an accelerated share repurchase arrangement with Goldman, Sachs & Co. to repurchase 2.5 million common shares. The initial price paid per common share was $25.97. The repurchased common shares were subject to a volume weighted average share price during the repurchase period that ended on March 29, 2006. The 103,728 shares received by the Corporation as a purchase price adjustment at settlement, as well as the repurchased common shares, were reflected in treasury stock on the consolidated balance sheet to be used solely to satisfy the obligations of the Corporation under its various employee stock option, thrift savings, purchase programs or other corporate purposes.
12
7.Segment Information — Management monitors the Corporation’s results by an internal performance measurement system, which provides lines of business results and key performance measures. The profitability measurement system is based on internal management methodologies designed to produce consistent results and reflect the underlying economics of the businesses. The development and application of these methodologies is a dynamic process. Accordingly, these measurement tools and assumptions may be revised periodically to reflect methodological, product, and/or management organizational changes. Further, these tools measure financial results that support the strategic objectives and internal organizational structure of the Corporation. Consequently, the information presented is not necessarily comparable with similar information for other financial institutions.
A description of each business, selected financial performance, and the methodologies used to measure financial performance are presented below.
| • | | Commercial —The commercial line of business provides a full range of lending, depository, and related financial services to middle-market corporate, industrial, financial, small business, government and leasing clients. Commercial also includes the personal business of commercial loan clients as well as the “micro business” lines. Products and services offered include commercial loans such as term loans, revolving credit arrangements, inventory and accounts receivable financing, commercial mortgages, real estate construction lending and letters of credit. |
| • | | Retail —The retail line of business includes consumer lending and deposit gathering and residential mortgage loan origination and servicing. Retail offers a variety of retail financial products and services including direct and indirect installment loans, debit and credit cards, home equity loans and lines of credit, residential mortgage loans, deposit products, fixed and variable annuities and ATM network services. Deposit products include checking, savings, money market accounts and certificates of deposit. |
| • | | Wealth —The wealth line of business offers a broad array of asset management, private banking, financial planning, estate settlement and administration, credit and deposit products and services. Trust and investment services include personal trust and planning, investment management, estate settlement and administration services. Retirement plan services focus on investment management and fiduciary activities. Brokerage and insurance delivers retail mutual funds, other securities, variable and fixed annuities, personal disability and life insurance products and brokerage services. Private banking provides credit, deposit and asset management solutions for affluent clients. |
| • | | Other —The other line of business includes activities that are not directly attributable to one of the three principal lines of business. Included in the Other category are the parent company, eliminations companies, community development operations, the treasury group, which includes the securities portfolio, wholesale funding and asset liability management activities, and the economic impact of certain assets, capital and support function not specifically identifiable with the three primary lines of business. |
The accounting policies of the lines of businesses are the same as those of the Corporation described in Note 1 (Summary of Significant Accounting Policies) to the 2006 Form 10-K. Funds transfer pricing is used in the determination of net interest income by assigning a cost for funds used or credit for funds provided to assets and liabilities within each business unit. Assets and liabilities are match-funded based on their maturity, prepayment and/or repricing
13
characteristics. As a result the three primary lines of business are generally insulated from changes in interest rates. Changes in net interest income due to changes in rates are reported in Other by the treasury group. Capital has been allocated on an economic risk basis. Loans and lines of credit have been allocated capital based upon their respective credit risk. Asset management holdings in the Wealth segment have been allocated capital based upon their respective market risk related to assets under management. Normal business operating risk has been allocated to each line of business by the level of noninterest expense. Mismatch between asset and liability cash flow as well as interest rate risk for MSR and the origination business franchise value have been allocated capital based upon their respective asset/liability management risk. The provision for loan losses is allocated based upon the actual net charge-offs of each respective line of business, adjusted for loan growth and changes in risk profile. Noninterest income and expenses directly attributable to a line of business are assigned to that line of business. Expenses for centrally provided services are allocated to the business line by various activity based cost formulas.
Prior to 2007, the Corporation managed its operations through the major line of business “Supercommunity Banking.” To improve revenue growth and profitability as well as enhance relationships with customers, Management moved to a line of business model during the first quarter of 2007. Accordingly, prior period information has been reclassified to reflect this change.
The Corporation’s business is conducted solely in the United States of America. The following tables present a summary of financial results as of and for the quarter and nine month periods endedSeptember 30, 2007 and 2006 and the full year ended December 31, 2006:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Commercial | | Retail | | Wealth | | Other | | FirstMerit Consolidated |
September 30, 2007 | | 3rd Qtr | | YTD | | 3rd Qtr | | YTD | | 3rd Qtr | | YTD | | 3rd Qtr | | YTD | | 3rd Qtr | | YTD |
OPERATIONS: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 38,466 | | | $ | 112,985 | | | $ | 48,217 | | | $ | 144,460 | | | $ | 4,479 | | | $ | 13,414 | | | $ | (6,008 | ) | | $ | (19,474 | ) | | $ | 85,154 | | | $ | 251,385 | |
Provision for loan losses | | | (277 | ) | | | 4,919 | | | | 5,492 | | | | 14,529 | | | | 309 | | | | 2,060 | | | | 1,800 | | | | (7 | ) | | | 7,324 | | | | 21,501 | |
Other income | | | 9,333 | | | | 31,716 | | | | 27,035 | | | | 78,433 | | | | 8,929 | | | | 26,436 | | | | 3,827 | | | | 10,345 | | | | 49,124 | | | | 146,930 | |
Other expenses | | | 18,569 | | | | 59,352 | | | | 48,664 | | | | 143,964 | | | | 8,956 | | | | 27,021 | | | | 7,841 | | | | 16,594 | | | | 84,030 | | | | 246,931 | |
Net income | | | 19,179 | | | | 52,278 | | | | 13,712 | | | | 41,859 | | | | 2,693 | | | | 6,999 | | | | (5,322 | ) | | | (9,568 | ) | | | 30,262 | | | | 91,568 | |
AVERAGES : | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets | | $ | 3,776,936 | | | $ | 3,741,925 | | | $ | 3,000,618 | | | $ | 3,006,717 | | | $ | 340,311 | | | $ | 342,835 | | | $ | 3,242,874 | | | $ | 3,229,778 | | | $ | 10,360,739 | | | $ | 10,321,255 | |
Loans | | | 3,806,630 | | | | 3,758,090 | | | | 2,841,624 | | | | 2,849,200 | | | | 338,513 | | | | 341,648 | | | | 25,009 | | | | 29,240 | | | | 7,011,776 | | | | 6,978,178 | |
Earnings assets | | | 3,835,118 | | | | 3,799,672 | | | | 2,893,374 | | | | 2,899,278 | | | | 338,511 | | | | 341,735 | | | | 2,446,227 | | | | 2,438,532 | | | | 9,513,230 | | | | 9,479,217 | |
Deposits | | | 1,936,666 | | | | 1,908,037 | | | | 4,698,832 | | | | 4,756,332 | | | | 428,063 | | | | 434,369 | | | | 416,399 | | | | 393,632 | | | | 7,479,960 | | | | 7,492,370 | |
Economic Capital | | | 241,421 | | | | 245,902 | | | | 188,464 | | | | 191,779 | | | | 47,047 | | | | 47,566 | | | | 398,788 | | | | 382,159 | | | | 875,720 | | | | 867,406 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
Full Year | | | Commercial | | Retail | | Wealth | | Other | | FirstMerit Consolidated |
December 31, 2006 | | | | | | YTD | | | | | | YTD | | | | | | YTD | | | | | | YTD | | | | | | YTD |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
OPERATIONS: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net interest income | | | | | | $ | 148,502 | | | | | | | $ | 202,292 | | | | | | | $ | 18,192 | | | | | | | $ | (28,613 | ) | | | | | | $ | 340,373 | |
Provision for loan losses | | | | | | | 50,545 | | | | | | | | 19,265 | | | | | | | | 2,142 | | | | | | | | 4,160 | | | | | | | | 76,112 | |
Other income | | | | | | | 37,350 | | | | | | | | 109,383 | | | | | | | | 33,502 | | | | | | | | 14,913 | | | | | | | | 195,148 | |
Other expenses | | | | | | | 76,246 | | | | | | | | 196,204 | | | | | | | | 35,915 | | | | | | | | 19,722 | | | | | | | | 328,087 | |
Net income | | | | | | | 38,389 | | | | | | | | 62,534 | | | | | | | | 8,864 | | | | | | | | (14,841 | ) | | | | | | | 94,946 | |
AVERAGES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets | | | | | | $ | 3,543,088 | | | | | | | $ | 3,019,254 | | | | | | | $ | 337,528 | | | | | | | $ | 3,230,145 | | | | | | | $ | 10,130,015 | |
Loans | | | | | | | 3,565,105 | | | | | | | | 2,859,247 | | | | | | | | 335,169 | | | | | | | | 38,817 | | | | | | | | 6,798,338 | |
Earnings assets | | | | | | | 3,597,040 | | | | | | | | 2,910,712 | | | | | | | | 335,180 | | | | | | | | 2,418,360 | | | | | | | | 9,261,292 | |
Deposits | | | | | | | 2,022,510 | | | | | | | | 4,702,580 | | | | | | | | 389,937 | | | | | | | | 269,119 | | | | | | | | 7,384,146 | |
Economic Capital | | | | | | | 250,011 | | | | | | | | 216,268 | | | | | | | | 47,838 | | | | | | | | 375,812 | | | | | | | | 889,929 | |
14
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Commercial | | Retail | | Wealth | | Other | | FirstMerit Consolidated |
September 30, 2006 | | 3rd Qtr | | YTD | | 3rd Qtr | | YTD | | 3rd Qtr | | YTD | | 3rd Qtr | | YTD | | 3rd Qtr | | YTD |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
OPERATIONS: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 37,998 | | | $ | 110,940 | | | $ | 50,577 | | | $ | 152,222 | | | $ | 4,616 | | | $ | 13,572 | | | $ | (8,104 | ) | | $ | (19,944 | ) | | $ | 85,087 | | | $ | 256,790 | |
Provision for loan losses | | | 6,199 | | | | 21,355 | | | | 7,092 | | | | 10,377 | | | | 419 | | | | 1,040 | | | | (1,098 | ) | | | (895 | ) | | | 12,612 | | | | 31,877 | |
Other income | | | 9,262 | | | | 28,199 | | | | 28,300 | | | | 81,642 | | | | 8,602 | | | | 25,436 | | | | 3,177 | | | | 11,539 | | | | 49,341 | | | | 146,816 | |
Other expenses | | | 20,180 | | | | 60,234 | | | | 50,058 | | | | 153,115 | | | | 9,102 | | | | 27,261 | | | | (2,357 | ) | | | 3,490 | | | | 76,983 | | | | 244,100 | |
Net income | | | 13,572 | | | | 37,407 | | | | 14,123 | | | | 45,741 | | | | 2,403 | | | | 6,960 | | | | 1,106 | | | | (1,279 | ) | | | 31,204 | | | | 88,829 | |
AVERAGE: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets | | $ | 3,579,068 | | | $ | 3,514,680 | | | $ | 3,030,809 | | | $ | 3,009,749 | | | $ | 336,732 | | | $ | 334,356 | | | $ | 3,192,247 | | | $ | 3,238,807 | | | $ | 10,138,856 | | | $ | 10,097,592 | |
Loans | | | 3,602,442 | | | | 3,537,447 | | | | 2,868,258 | | | | 2,849,510 | | | | 335,890 | | | | 331,527 | | | | 38,003 | | | | 39,673 | | | | 6,844,593 | | | | 6,758,157 | |
Earnings assets | | | 3,634,250 | | | | 3,569,671 | | | | 2,918,215 | | | | 2,902,013 | | | | 335,890 | | | | 331,538 | | | | 2,361,414 | | | | 2,420,012 | | | | 9,249,769 | | | | 9,223,234 | |
Deposits | | | 1,996,871 | | | | 2,049,790 | | | | 4,669,505 | | | | 4,702,671 | | | | 394,995 | | | | 379,999 | | | | 294,506 | | | | 232,752 | | | | 7,355,877 | | | | 7,365,212 | |
Economic Capital | | | 255,424 | | | | 248,980 | | | | 218,337 | | | | 216,584 | | | | 47,428 | | | | 48,157 | | | | 367,652 | | | | 368,991 | | | | 888,841 | | | | 882,712 | |
8. Accounting for Derivatives — The Corporation follows the provisions of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 149 and SFAS No. 155 in accounting for its derivative activities.
At September 30, 2007 the Corporation had various interest rate swaps in place that were accounted for as fair value hedges under SFAS No. 133 since their purpose is to “swap” fixed interest rate liabilities and assets to a variable interest rate basis. Substantially all of the interest rate swaps are associated with the Corporation’s fixed-rate commercial loan swap program that was initiated during the first quarter of 2003 and the remaining interest rate swaps convert the fixed interest rate of commercial real estate construction loans and the fixed interest rate of manditorily redeemable preferred securities to a variable interest rate basis. All of the interest rate swaps associated with the fixed-rate commercial loan swap program qualify for the “shortcut method of accounting” as prescribed in SFAS No. 133. The shortcut method of accounting requires that the hedge and the hedged item meet certain qualifying criteria. If the swap qualifies for the shortcut method of accounting, no hedge ineffectiveness can be assumed, and the need to test for ongoing effectiveness is eliminated. For hedges that qualify for the shortcut method of accounting, the fair value of the swap and the fair value of the hedged item are recorded on the balance sheets. The remaining hedges do not meet all the criteria necessary to be considered for the shortcut method of accounting. Therefore, the long-haul method of accounting is utilized. The long-haul method of accounting requires periodic testing of hedge effectiveness with the portion of the hedge deemed to be ineffective reported in other operating expense.
During the first quarter of 2007, the Corporation entered into forward swap agreements which, in effect, fixed the borrowing costs of certain variable rate liabilities in the future. These transactions do not qualify for the short-cut method of accounting under SFAS No. 133, as previously discussed. The Corporation classifies these transactions as cash flow hedges, with any hedge ineffectiveness being reported in other operating expense. It is anticipated that the hedges will prove to be effective. A correlation analysis performed at quarter-end verified that the hedges were effective.
Additionally, in the normal course of business, the Corporation sells originated mortgage loans into the secondary mortgage loan markets. The Corporation maintains a risk management program to protect and manage interest-rate risk and pricing associated with its mortgage commitment pipeline. The Corporation’s mortgage commitment pipeline included interest-rate lock commitments (“IRLCs”) that have been extended to borrowers who have applied for loan funding and met certain defined credit and underwriting standards. During the term of the
15
IRLCs, the Corporation is exposed to interest-rate risk, in that the value of the IRLCs may change significantly before the loans close. To mitigate this interest-rate risk, the Corporation enters into various derivatives by selling loans forward to investors using forward commitments. In accordance with SFAS No. 133, the Corporation classifies and accounts for IRLCs as nondesignated derivatives that are recorded at fair value with changes in value recorded in current earnings. The forward sale commitments used to manage the risk on the IRLCs are also classified and accounted for as nondesignated derivatives and, therefore, recorded at fair value with changes recorded in current earnings. The Corporation implemented a SFAS No. 133 hedging program for its mortgage loan warehouse to gain protection for the changes in fair value of the mortgage loan warehouse and the forward commitments. As such, both the mortgage loan warehouse and the forward commitments are accounted for utilizing the long-haul method of accounting and any hedge ineffectiveness is reported in other operating expense.
9.Benefit Plans — The Corporation sponsors several qualified and nonqualified pension and other postretirement benefit plans for certain of its employees. The net periodic benefit cost is based on estimated values provided by outside actuaries. The components of net periodic benefit cost are as follows:
| | | | | | | | | | | | | | | | |
| | Pension Benefits | |
| | | | | | | | | | Nine | | | Nine | |
| | Quarter ended | | | Quarter ended | | | months ended | | | months ended | |
| | September 30, | | | September 30, | | | September 30, | | | September 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
Components of Net Periodic Pension Cost | | | | | | | | | | | | | | | | |
Service Cost | | $ | 1,866 | | | $ | 1,702 | | | $ | 5,599 | | | $ | 5,243 | |
Interest Cost | | | 2,414 | | | | 2,354 | | | | 7,241 | | | | 6,919 | |
Expected return on assets | | | (2,796 | ) | | | (2,849 | ) | | | (8,388 | ) | | | (8,524 | ) |
Amortization of unrecognized prior service costs | | | 41 | | | | 45 | | | | 123 | | | | 135 | |
Cumulative net loss | | | 1,337 | | | | 1,389 | | | | 4,010 | | | | 4,349 | |
| | | | | | | | | | | | |
Net periodic pension cost | | $ | 2,862 | | | $ | 2,641 | | | $ | 8,585 | | | $ | 8,122 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Postretirement Benefits | |
| | | | | | | | | | Nine | | | Nine | |
| | Quarter ended | | | Quarter ended | | | months ended | | | months ended | |
| | September 30, | | | September 30, | | | September 30, | | | September 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
Components of Net Periodic Postretirement Cost | | | | | | | | | | | | | | | | |
Service Cost | | $ | 222 | | | $ | 187 | | | $ | 667 | | | $ | 560 | |
Interest Cost | | | 434 | | | | 416 | | | | 1,302 | | | | 1,247 | |
Amortization of unrecognized prior service costs | | | (135 | ) | | | (135 | ) | | | (406 | ) | | | (406 | ) |
Cumulative net loss | | | 102 | | | | 107 | | | | 305 | | | | 322 | |
| | | | | | | | | | | | |
Net periodic postretirement cost | | $ | 623 | | | $ | 575 | | | $ | 1,868 | | | $ | 1,723 | |
| | | | | | | | | | | | |
The Corporation is not required and does not anticipate making a contribution to the defined benefit pension plan during 2007.
16
On May 18, 2006, the Corporation’s Board of Directors approved freezing the current defined benefit pension plan for non-vested employees and closed it to new entrants after December 31, 2006. Participants vested in the current pension plan as of December 31, 2006 will remain participants in the existing pension plan. A new defined contribution plan was also approved for non-vested employees and new hires as of January 1, 2007. These plan amendments qualified as a curtailment of the defined benefit pension plan, the impact of which was a $1.4 million gain that was recognized by a direct reduction of the plan’s cumulative net loss with no impact on 2006 year end earnings. During the quarter and nine months ended September 30, 2007, $0.3 million and $1.0 million, respectively was expensed relating to the new defined contribution plan.
10. Contingencies — The nature of the Corporation’s business results in a certain amount of litigation. Accordingly, the Corporation and its subsidiaries are subject to various pending and threatened lawsuits in which claims for monetary damages are asserted. Management, after consultation with legal counsel, is of the opinion that the ultimate liability of such pending matters will not have a material effect on the Corporation’s financial condition and results of operations.
17
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
AVERAGE CONSOLIDATED BALANCE SHEETS (Unaudited)
Fully-tax Equivalent Interest Rates and Interest Differential
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FIRSTMERIT CORPORATION AND | | | | | | | | | |
SUBSIDIARIES | | Three months ended | | | Year ended | | | Three months ended | |
| | September 30, 2007 | | | December 31, 2006 | | | September 30, 2006 | |
| | Average | | | | | | | Average | | | Average | | | | | | | Average | | | Average | | | | | | | Average | |
(Dollars in thousands) | | Balance | | | Interest | | | Rate | | | Balance | | | Interest | | | Rate | | | Balance | | | Interest | | | Rate | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and due from banks | | $ | 180,426 | | | | | | | | | | | $ | 186,029 | | | | | | | | | | | $ | 185,628 | | | | | | | | | |
Investment securities and federal funds sold: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
U.S. Treasury securities and U.S. Government agency obligations (taxable) | | | 1,949,851 | | | | 22,011 | | | | 4.48 | % | | | 2,050,736 | | | | 81,207 | | | | 3.96 | % | | | 1,993,447 | | | | 20,012 | | | | 3.98 | % |
Obligations of states and political subdivisions (tax exempt) | | | 265,608 | | | | 4,079 | | | | 6.09 | % | | | 114,548 | | | | 7,390 | | | | 6.45 | % | | | 114,805 | | | | 1,925 | | | | 6.65 | % |
Other securities and federal funds sold | | | 240,318 | | | | 4,078 | | | | 6.73 | % | | | 250,221 | | | | 15,264 | | | | 6.10 | % | | | 252,242 | | | | 3,924 | | | | 6.17 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total investment securities and federal funds sold | | | 2,455,777 | | | | 30,168 | | | | 4.87 | % | | | 2,415,505 | | | | 103,861 | | | | 4.30 | % | | | 2,360,494 | | | | 25,861 | | | | 4.35 | % |
Loans held for sale | | | 45,677 | | | | 789 | | | | 6.85 | % | | | 47,449 | | | | 3,153 | | | | 6.65 | % | | | 44,682 | | | | 812 | | | | 7.21 | % |
Loans | | | 7,011,776 | | | | 133,102 | | | | 7.53 | % | | | 6,798,338 | | | | 499,746 | | | | 7.35 | % | | | 6,844,593 | | | | 129,111 | | | | 7.48 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total earning assets | | | 9,513,230 | | | | 164,059 | | | | 6.84 | % | | | 9,261,292 | | | | 606,760 | | | | 6.55 | % | | | 9,249,769 | | | | 155,784 | | | | 6.68 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for loan losses | | | (94,393 | ) | | | | | | | | | | | (88,020 | ) | | | | | | | | | | | (87,127 | ) | | | | | | | | |
Other assets | | | 761,476 | | | | | | | | | | | | 770,714 | | | | | | | | | | | | 790,586 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 10,360,739 | | | | | | | | | | | $ | 10,130,015 | | | | | | | | | | | $ | 10,138,856 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deposits: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Demand — non-interest bearing | | $ | 1,400,848 | | | | — | | | | — | | | $ | 1,434,539 | | | | — | | | | — | | | $ | 1,407,653 | | | | — | | | | — | |
Demand — interest bearing | | | 714,216 | | | | 1,677 | | | | 0.93 | % | | | 818,735 | | | | 9,217 | | | | 1.13 | % | | | 794,886 | | | | 2,241 | | | | 1.12 | % |
Savings and money market accounts | | | 2,224,048 | | | | 13,501 | | | | 2.41 | % | | | 2,271,654 | | | | 50,083 | | | | 2.20 | % | | | 2,246,386 | | | | 13,188 | | | | 2.33 | % |
Certificates and other time deposits | | | 3,140,848 | | | | 38,464 | | | | 4.86 | % | | | 2,859,218 | | | | 123,877 | | | | 4.33 | % | | | 2,906,952 | | | | 32,881 | | | | 4.49 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total deposits | | | 7,479,960 | | | | 53,642 | | | | 2.85 | % | | | 7,384,146 | | | | 183,177 | | | | 2.48 | % | | | 7,355,877 | | | | 48,310 | | | | 2.61 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Securities sold under agreements to repurchase | | | 1,555,235 | | | | 19,514 | | | | 4.98 | % | | | 1,283,951 | | | | 56,151 | | | | 4.37 | % | | | 1,357,746 | | | | 15,878 | | | | 4.64 | % |
Wholesale borrowings | | | 256,356 | | | | 4,321 | | | | 6.69 | % | | | 404,723 | | | | 24,140 | | | | 5.96 | % | | | 367,640 | | | | 5,746 | | | | 6.20 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total interest bearing liabilities | | | 7,890,703 | | | | 77,477 | | | | 3.90 | % | | | 7,638,281 | | | | 263,468 | | | | 3.45 | % | | | 7,673,610 | | | | 69,934 | | | | 3.62 | % |
Other liabilities | | | 193,468 | | | | | | | | | | | | 167,266 | | | | | | | | | | | | 168,752 | | | | | | | | | |
Shareholders’ equity | | | 875,720 | | | | | | | | | | | | 889,929 | | | | | | | | | | | | 888,841 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 10,360,739 | | | | | | | | | | | $ | 10,130,015 | | | | | | | | | | | $ | 10,138,856 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net yield on earning assets | | $ | 9,513,230 | | | | 86,582 | | | | 3.61 | % | | $ | 9,261,292 | | | | 343,292 | | | | 3.71 | % | | $ | 9,249,769 | | | | 85,850 | | | | 3.68 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate spread | | | | | | | | | | | 2.94 | % | | | | | | | | | | | 3.10 | % | | | | | | | | | | | 3.06 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Note: | | Interest income on tax-exempt securities and loans has been adjusted to a fully-taxable equivalent basis. Nonaccrual loans have been included in the average balances. |
18
AVERAGE CONSOLIDATED BALANCE SHEETS (Unaudited)
Fully-tax Equivalent Interest Rates and Interest Differential
| | | | | | | | | | | | | | | | | | | | | | | | |
FIRSTMERIT CORPORATION AND | | | | | | |
SUBSIDIARIES | | Nine months ended | | | Nine months ended | |
| | September 30, 2007 | | | September 30, 2006 | |
| | Average | | | | | | | Average | | | Average | | | | | | | Average | |
(Dollars in thousands) | | Balance | | | Interest | | | Rate | | | Balance | | | Interest | | | Rate | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and due from banks | | $ | 179,175 | | | | | | | | | | | $ | 189,498 | | | | | | | | | |
Investment securities and federal funds sold: | | | | | | | | | | | | | | | | | | | | | | | | |
U.S. Treasury securities and U.S. Government agency obligations (taxable) | | | 1,947,441 | | | | 62,596 | | | | 4.30 | % | | | 2,069,081 | | | | 60,962 | | | | 3.94 | % |
Obligations of states and political subdivisions (tax exempt) | | | 248,206 | | | | 11,345 | | | | 6.11 | % | | | 97,946 | | | | 4,942 | | | | 6.75 | % |
Other securities and federal funds sold | | | 246,227 | | | | 12,972 | | | | 7.04 | % | | | 250,036 | | | | 11,276 | | | | 6.03 | % |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total investment securities and federal funds sold | | | 2,441,874 | | | | 86,913 | | | | 4.76 | % | | | 2,417,063 | | | | 77,180 | | | | 4.27 | % |
Loans held for sale | | | 59,165 | | | | 2,290 | | | | 5.17 | % | | | 48,014 | | | | 2,409 | | | | 6.71 | % |
Loans | | | 6,978,178 | | | | 393,830 | | | | 7.55 | % | | | 6,758,157 | | | | 368,772 | | | | 7.30 | % |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total earning assets | | | 9,479,217 | | | | 483,033 | | | | 6.81 | % | | | 9,223,234 | | | | 448,361 | | | | 6.50 | % |
Allowance for loan losses | | | (92,661 | ) | | | | | | | | | | | (87,968 | ) | | | | | | | | |
Other assets | | | 755,524 | | | | | | | | | | | | 772,828 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 10,321,255 | | | | | | | | | | | $ | 10,097,592 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | | | | | |
Deposits: | | | | | | | | | | | | | | | | | | | | | | | | |
Demand — non-interest bearing | | $ | 1,399,752 | | | | — | | | | — | | | $ | 1,441,568 | | | | — | | | | — | |
Demand — interest bearing | | | 744,778 | | | | 5,472 | | | | 0.98 | % | | | 836,024 | | | | 7,186 | | | | 1.15 | % |
Savings and money market accounts | | | 2,267,166 | | | | 41,499 | | | | 2.45 | % | | | 2,273,132 | | | | 36,015 | | | | 2.12 | % |
Certificates and other time deposits | | | 3,080,674 | | | | 111,269 | | | | 4.83 | % | | | 2,814,488 | | | | 88,308 | | | | 4.19 | % |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total deposits | | | 7,492,370 | | | | 158,240 | | | | 2.82 | % | | | 7,365,212 | | | | 131,509 | | | | 2.39 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Securities sold under agreements to repurchase | | | 1,456,467 | | | | 54,304 | | | | 4.98 | % | | | 1,288,694 | | | | 40,758 | | | | 4.23 | % |
Wholesale borrowings | | | 311,892 | | | | 15,096 | | | | 6.47 | % | | | 390,495 | | | | 17,306 | | | | 5.93 | % |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total interest bearing liabilities | | | 7,860,977 | | | | 227,640 | | | | 3.87 | % | | | 7,602,833 | | | | 189,573 | | | | 3.33 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other liabilities | | | 193,120 | | | | | | | | | | | | 170,479 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Shareholders’ equity | | | 867,406 | | | | | | | | | | | | 882,712 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 10,321,255 | | | | | | | | | | | $ | 10,097,592 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net yield on earning assets | | $ | 9,479,217 | | | | 255,393 | | | | 3.60 | % | | $ | 9,223,234 | | | | 258,788 | | | | 3.75 | % |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate spread | | | | | | | | | | | 2.94 | % | | | | | | | | | | | 3.17 | % |
| | | | | | | | | | | | | | | | | | | | | | |
| | |
Note: | | Interest income on tax-exempt securities and loans has been adjusted to a fully-taxable equivalent basis. Nonaccrual loans have been included in the average balances. |
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SUMMARY
The Corporation recorded third quarter 2007 net income of $30.3 million, or $0.38 per diluted share. This compares with $31.2 million, or $0.39 per diluted share, for the prior-year quarter. Returns on average common equity (“ROE”) and average assets (“ROA”) for the third quarter 2007 were 13.71% and 1.16%, respectively, compared with 13.93% and 1.22% for the prior-year quarter.
For the first nine months of 2007, the Corporation reported net income of $91.6 million, or $1.14 per diluted share, compared with $88.8 million, or $1.11 per diluted share. ROE and ROA were 14.11% and 1.19%, respectively, compared with 13.45% and 1.18% for the prior-year period.
Net interest margin was 3.61% for the third quarter of 2007 compared with 3.62% for the second quarter of 2007 and 3.68% for the third quarter of 2006. The Corporation experienced a slight contraction in the net interest margin during the third quarter of 2007, compared with the second quarter of 2007, reflecting rising deposit costs from increased certificate of deposit balances. Overall incremental deposit cost increases were largely offset by increased yields on the investment securities portfolio. During the third quarter the Corporation earned higher returns from the investment securities portfolio as cash flows from maturing investments were reinvested into similar instruments with higher yields and slightly longer terms. The decrease in net interest margin compared with the third quarter of 2006 reflected both a shift in consumer preference for higher-costing term deposit products as well as increased deposit costs due to the scheduled upward repricing of renewing and new term deposit products.
Net interest income on a fully tax-equivalent (“FTE”) basis was $86.6 million in the third quarter of 2007 compared with $85.6 million in the second quarter of 2007 and $85.9 million in the third quarter of 2006. The increase in FTE net interest income compared with the second quarter of 2007 reflected growth in average earning assets of $27.4 million, or 0.29%, offset partly by net interest margin contraction of one basis point. The increase in FTE net interest income compared with the third quarter of 2006 was driven by a $263.5 million, or 2.85%, increase in average earning assets, offset by seven basis points of net interest margin contraction.
Average loans for the third quarter of 2007 increased $9.0 million, or 0.13%, compared with the second quarter of 2007. Average commercial loans grew $22.8 million, or 0.59%, compared with the second quarter of 2007, offsetting a $10.7 million, or 0.35%, decrease in average consumer loans; comprised of mortgage, installment, home equity, credit card and leases. Compared with the third quarter of 2006, average loans increased $167.2 million, or 2.44%, led by a $193.2 million, or 5.26%, increase in average commercial loans.Average investments for the third quarter of 2007 increased $15.8 million, or 0.65%, compared with the second quarter of 2007. Compared with the third quarter of 2006, average investments increased $95.3 million, or 4.04%. Average investments represent 23.70% of average assets for the third quarter of 2007, compared with 23.64% and 23.28% for the second quarter of 2007 and the third quarter of 2006, respectively.
Average deposits in the third quarter of 2007 were $7.5 billion, a decrease of $35.2 million, or 0.47%, compared with the second quarter of 2007. Growth in certificates and other time deposits of $91.9 million, or 3.02%, was offset by decreases of $127.2 million in core
20
deposit account balances comprised of demand-non-interest bearing, demand-interest bearing and savings and money market accounts; with savings and money market accounts decreasing $69.6 million, or 3.03%, and demand-interest bearing accounts decreasing $49.7 million, or 6.50%.
Customer preference for higher yielding deposit product reduced the concentration of core deposits during the third quarter of 2007 resulting in higher deposit costs. A majority of the increase in deposit costs were offset by increased income earned from the investment portfolio. During the quarter the Corporation added higher-yielding investment securities to the balance sheet replacing maturing investments with lower yields and supporting the net interest margin against further contraction pressure.
Compared with the third quarter of 2006, average deposits increased $124.1 million, or 1.69%. Average certificates and other time deposits increased $233.9 million, or 8.05%.
Noninterest income net of securities transactions for the third quarter of 2007 was $49.1 million, compared with $48.9 million in the second quarter of 2007, an increase of $0.2 million, or 0.40%. Compared with the third quarter of 2006, noninterest income decreased $0.2 million, or 0.44%. Noninterest income, net of securities gains, as a percentage of net revenue for the third quarter of 2007 was 36.20% compared with 36.37% for the second quarter of 2007 and 36.50% for the third quarter of 2006. Net revenue is defined as net interest income, on a FTE basis, plus other income, less gains from securities sales.
For the third quarter of 2007, noninterest expense was $84.0 million, an increase of $2.7 million, or 3.26%, from the second quarter of 2007 and an increase of $7.0 million, or 9.15%, from the third quarter of 2006. The increase primarily resulted from a $4.1 million operating loss related to a customer check-kiting fraud. FirstMerit is cooperating with authorities conducting a criminal investigation and intends to pursue legal recourse. Going forward the Corporation expects its normalized run rate of expenses to resume at levels more in line with the first and second quarters of 2007.
Net charge-offs totaled $7.9 million, or 0.45% of average portfolio loans, in the third quarter of 2007, $7.6 million, or 0.43% of average portfolio loans, in the second quarter of 2007 and $11.6 million, or 0.67% of average portfolio loans, in the third quarter of 2006.
Nonperforming assets totaled $34.2 million at September 30, 2007, compared with $37.0 million on June 30, 2007 and $72.5 million on September 30, 2006. Nonperforming assets at September 30, 2007 represented 0.49% of period-end loans plus other real estate, compared with 0.52% at June 30, 2007 and 1.05% at September 30, 2006.
The provision for loan losses was $7.3 million in the third quarter of 2007, compared with $10.0 million in the second quarter of 2007 and $12.6 million in the third quarter of 2006.
The allowance for loan losses totaled $93.8 million at September 30, 2007, an increase of $5.1 million from September 30, 2006. At September 30, 2007, the allowance for loan losses was 1.34% of period-end loans compared with 1.28% at September 30, 2006.
21
The Corporation’s total assets at September 30, 2007 were $10.4 billion, an increase of $155.1 million, or 1.51%, compared with December 31, 2006 and an increase of $189.8 million, or 1.86%, compared with September 30, 2006. The increase from December 31, 2006, was driven by commercial loan growth of $193.9 million, or 5.25%, offset by a $45.5 million, or 47.79% reduction in loans held for sale. The increase in total assets compared with September 30, 2006, was driven by commercial loan growth of $154.3 million, or 4.13%, and growth in the investment securities portfolio of $126.9 million, or 5.35%, offsetting a $46.7 million, or 6.25%, decrease in home equity loans and a $33.4 million, or 5.44%, decrease in mortgage loans.
Total deposits were $7.4 billion at September 30, 2007, a decrease of $90.6 million, or 1.21%, from December 31, 2006, and an increase of $18.7 million, or 0.25%, from September 30, 2006. Core deposits, which exclude all time deposits, totaled $4.3 billion at September 30, 2007, a decrease of $198.8 million, or 4.40%, from December 31, 2006 and a decrease of $96.4 million, or 2.18%, from September 30, 2006.
Shareholders’ equity was $884.9 million at September 30, 2007 and the Corporation’s capital position remains strong as tangible equity to assets was 7.24%. The common dividend per share paid in the third quarter 2007 was $0.29.
RESULTS OF OPERATION
Net Interest Income
Net interest income, the Corporation’s principal source of earnings, is the difference between interest income generated by earning assets (primarily loans and investment securities) and interest paid on interest-bearing funds (namely customer deposits, securities sold under agreements to repurchase and wholesale borrowings). Net interest income for the quarter ended September 30, 2007 was $85.2 million compared to $85.1 million for the quarter ended June 30, 2006. Net interest income for the nine months ended September 30, 2007 was $251.4 million compared to $256.8 million for the nine months ended September 30, 2006. For the purpose of this remaining discussion, net interest income is presented on an FTE basis, to provide a comparison among all types of interest earning assets. That is, interest on tax-free securities and tax-exempt loans has been restated as if such interest were taxed at the statutory Federal income tax rate of 35%, adjusted for the non-deductible portion of interest expense incurred to acquire the tax-free assets. Net interest income presented on an FTE basis is a non-GAAP financial measure widely used by financial services organizations. The FTE adjustment was $1.4 million and $0.8 million for the quarters ending September 30, 2007 and 2006, respectively. The FTE adjustment was $4.0 million and $2.0 million for the nine months ending September 30, 2007 and 2006, respectively.
FTE net interest income for the quarter ended September 30, 2007 was $86.6 million compared to $85.9 million for the three months ended September 30, 2006. The $0.7 million increase in FTE net interest income occurred because the $8.3 million increase in interest income, compared to the same quarter last year, was more than the $7.6 million increase in interest expense during the same period.
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In a similar analysis, FTE net interest income for the nine months ended September 30, 2007 was $255.4 million compared to $258.8 million for the nine months ended June 30, 2006. The $3.4 million decrease in FTE net interest income occurred because the $38.1 million increase in interest expense, compared to the same quarter last year, was more than the $34.7 million increase in interest income during the same period.
As illustrated in the following rate/volume analysis table, interest income and interest expense both increased due to the rising interest rate environment.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Quarters ended September 30, 2007 and 2006 | | | Nine months ended September 30, 2007 and 2006 | |
RATE/VOLUME ANALYSIS | | Increases (Decreases) | | | Increases (Decreases) | |
(Dollars in thousands) | | Volume | | | Rate | | | Total | | | Volume | | | Rate | | | Total | |
INTEREST INCOME — FTE | | | | | | | | | | | | | | | | | | | | | | | | |
Investment securities | | $ | 1,693 | | | $ | 2,576 | | | $ | 4,269 | | | $ | 2,789 | | | $ | 6,848 | | | $ | 9,637 | |
Loans held for sale | | | 18 | | | | (41 | ) | | | (23 | ) | | | 496 | | | | (615 | ) | | | (119 | ) |
Loans | | | 3,169 | | | | 822 | | | | 3,991 | | | | 12,206 | | | | 12,852 | | | | 25,058 | |
Federal funds sold | | | 40 | | | | (1 | ) | | | 39 | | | | 87 | | | | 9 | | | | 96 | |
| | | | | | | | | | | | | | | | | | |
Total interest income — FTE | | $ | 4,920 | | | $ | 3,356 | | | $ | 8,276 | | | $ | 15,578 | | | $ | 19,094 | | | $ | 34,672 | |
| | | | | | | | | | | | | | | | | | |
INTEREST EXPENSE | | | | | | | | | | | | | | | | | | | | | | | | |
Demand deposits-interest bearing | | $ | (213 | ) | | $ | (351 | ) | | $ | (564 | ) | | $ | (735 | ) | | $ | (979 | ) | | $ | (1,714 | ) |
Savings and money market accounts | | | (133 | ) | | | 446 | | | | 313 | | | | (94 | ) | | | 5,578 | | | | 5,484 | |
Certificates of deposits and other time deposits | | | 2,753 | | | | 2,830 | | | | 5,583 | | | | 8,838 | | | | 14,123 | | | | 22,961 | |
Securities sold under agreements to repurchase | | | 2,422 | | | | 1,214 | | | | 3,636 | | | | 5,706 | | | | 7,840 | | | | 13,546 | |
Wholesale borrowings | | | (1,849 | ) | | | 424 | | | | (1,425 | ) | | | (3,703 | ) | | | 1,493 | | | | (2,210 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total interest expense | | $ | 2,980 | | | $ | 4,563 | | | $ | 7,543 | | | $ | 10,012 | | | $ | 28,055 | | | $ | 38,067 | |
| | | | | | | | | | | | | | | | | | |
Net interest income — FTE | | $ | 1,940 | | | $ | (1,207 | ) | | $ | 733 | | | $ | 5,566 | | | $ | (8,961 | ) | | $ | (3,395 | ) |
| | | | | | | | | | | | | | | | | | |
As illustrated in the preceding table, the increased amount of interest income recorded in the 2007 third quarter compared to the same 2006 period was primarily volume driven as higher loan balances increased interest income by $3.2 million during those periods. The table also depicts a three-month increase of $2.9 million in interest expense primarily caused by higher rates paid on customer deposits. The nine-month changes were primarily rate driven as the higher yield on loans increased interest income by $12.9 million while the increase in rates on deposits increased interest expense by $18.7 million.
23
Net Interest Margin
The following table provides 2007 FTE net interest income and net interest margin totals as well as 2006 comparative amounts:
| | | | | | | | | | | | | | | | |
| | Quarters ended | | | Nine months ended | |
| | September 30, | | | September 30, | |
(Dollars in thousands) | | 2007 | | | 2006 | | | 2007 | | | 2006 | |
| | | | | | | | | | | | | | | | |
Net interest income | | $ | 85,154 | | | $ | 85,087 | | | $ | 251,385 | | | $ | 256,790 | |
Tax equivalent adjustment | | | 1,428 | | | | 763 | | | | 4,008 | | | | 2,000 | |
| | | | | | | | | | | | |
Net interest income - FTE | | $ | 86,582 | | | $ | 85,850 | | | $ | 255,393 | | | $ | 258,790 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Average earning assets | | $ | 9,513,230 | | | $ | 9,249,769 | | | $ | 9,479,217 | | | $ | 9,223,234 | |
| | | | | | | | | | | | |
Net interest margin - FTE | | | 3.61 | % | | | 3.68 | % | | | 3.60 | % | | | 3.75 | % |
| | | | | | | | | | | | |
Average loans outstanding for the current year and prior year third quarters totaled $7.0 billion and $6.8 billion, respectively. Increases in average loan balances from third quarter 2006 to the third quarter 2007 occurred in commercial, installment loans, credit card loans, and leases, while mortgage loans and home equity loans declined. Efforts to grow loans outstanding continue to be tempered by the less than robust economy that currently exists in the Corporation’s primary lending areas.
Specific changes in average loans outstanding, compared to the third quarter 2006, were as follows: commercial loans were up $193.2 million or 5.26%; installment loans, both direct and indirect rose $47.5 million or 2.98%; credit card loans rose $4.2 million or 3.02%; leases increased $5.5 million or 8.66%; mortgage loans were down $32.6 million or 5.27%; and home equity loans were down $50.5 million, or 6.69%. The majority of fixed-rate mortgage loan originations are sold to investors through the secondary mortgage loan market. Average outstanding loans for the 2007 and 2006 third quarters equaled 73.71% and 74.00% of average earning assets, respectively.
Average deposits were $7.5 billion during the 2007 third quarter, up $124.1 million, or 1.69%, from the same period last year. For the quarter ended September 30, 2007, average core deposits (which are defined as checking accounts, savings accounts and money market savings products) decreased $109.8 million, or 2.47%, and represented 58.01% of total average deposits, compared to 60.48% for the 2006 third quarter. Average certificates of deposit (“CDs”) increased $233.9 million, or 8.05%, compared to the prior year quarter due to marketing promotions during the 2007 year. The decrease in core deposits and the corresponding increase in CD’s represent the consumer preference for longer term, higher yielding deposits. Average wholesale borrowings decreased $111.3 million and as a percentage of total interest-bearing funds equaled 3.25% for the 2007 third quarter and 4.79% for the same quarter one year ago. Securities sold under agreements to repurchase increased $197.5 million, and as a percentage of total interest bearing funds equaled 19.71% for the 2007 third quarter and 17.69% for the 2006 third quarter. Average interest-bearing liabilities funded 82.94% of average earning assets in the current year quarter and 82.96% during the quarter ended September 30, 2006.
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Other Income
Other (non-interest) income for the quarter totaled $49.1 million, a decrease of $0.2 million from the $49.3 million earned during the same period one year ago. Other income for the nine months ended September 30, 2007 totaled $146.9 million an increase of $0.1 million from the $146.8 million earned during the nine months ended September 30, 2006.
Other income, net of securities gains, as a percentage of net revenue for the first quarter was 36.20%, compared to 36.50% for the same quarter one year ago. Net revenue is defined as net interest income, on a FTE basis, plus other income, less gains from securities sales.
The primary changes in other income for the 2007 third quarter as compared to the third quarter of 2006, were as follows: trust department income was $5.7 million, down 1.12%; credit card fees increased $0.4 million, or 3.80%; service charges on deposit accounts totaled $17.0 million, down 11.67% due to changes in customer behavior whereby they are maintaining higher balances to avoid being charged fees; loan sales and servicing income was $1.4 million, a decrease of $0.3 million, primarily attributable to the continued slow down in mortgage originations; bank owned life insurance income was up $0.7 million due to an tax free exchange of policies resulting in higher yields; investment services and insurance fees increased $0.4 million; there were no significant sales of investment securities during the third quarter of 2007 or 2006; and other operating income was up $0.9 million, or 6.01% primarily attributable to a one time gain on the sale of MasterCard stock.
The primary changes in other income for the nine months ended September 30, 2007 as compared to the nine months ended September 30, 2006, were as follows: trust department income was up $0.5 million, or 2.91%; credit card fees increased $1.1 million, or 3.26%; service charges on deposit accounts totaled $50.3 million, down 5.66% due to changes in customer behavior whereby they are maintaining higher balances to avoid being charged fees; loan sales and servicing income was $8.8 million, an increase of $2.8 million, primarily attributable to the $4.1 million gain on sale from the commercial loan sale which occurred during the first quarter 2007; investment services and insurance fees increased $0.3 million, or 3.98%; there were no significant sales of investment securities during the nine months ended September 30, 2007 or 2006; and other operating income was down $0.2 million primarily due to losses incurred on the sale of other real estate during the first quarter of 2007 and gains on venture capital and other real estate sales that occurred in the first quarter of 2006.
A significant component of loan sales and servicing income is the income derived from mortgage servicing activities. The following is a summary of changes in capitalized mortgage servicing rights (“MSRs”), net of accumulated amortization and valuation allowance, included in the unaudited consolidated balance sheets:
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| | | | | | | | | | | | | | | | | | | | |
| | Quarter ended | | | Quarter ended | | | Quarter ended | | | Quarter ended | | | Quarter ended |
| | September 30, | | | June 30, | | | March 31, | | | December 31, | | | September 30, |
(Dollars in thousands) | | 2007 | | | 2007 | | | 2007 | | | 2006 | | | 2006 |
| | | | | | | | | | | | | | | | | | | | |
Balance at beginning of period | | $ | 19,339 | | | $ | 19,366 | | | $ | 19,575 | | | $ | 19,777 | | | $ | 20,025 | |
Addition of mortgage servicing rights | | | 737 | | | | 626 | | | | 477 | | | | 593 | | | | 524 | |
Amortization | | | (646 | ) | | | (653 | ) | | | (686 | ) | | | (795 | ) | | | (772 | ) |
Changes in valuation allowance | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | |
Balance at end of period | | $ | 19,430 | | | $ | 19,339 | | | $ | 19,366 | | | $ | 19,575 | | | $ | 19,777 | |
| | | | | | | | | | | | | | |
On a quarterly basis, the Corporation assesses its MSRs for impairment based on their current fair value. As required, the Corporation disaggregates its MSRs portfolio based on loan type and interest rate which are the predominant risk characteristics of the underlying loans. If any impairment results after current market assumptions are applied, the value of the servicing rights is reduced through the use of a valuation allowance. There was no valuation allowance at September 30, 2007, December 31, 2006 and September 30, 2006. The MSRs are amortized over the period of and in proportion to the estimated net servicing revenues.
These MSR balances represent the rights to service approximately $2.0 billion of mortgage loans for all periods at September 30, 2007, December 31, 2006, and September 30, 2006. The portfolio primarily consists of conventional mortgages.
The Corporation continues to focus upon non-interest income (fee income) as a means by which to diversify revenue.
Other Expenses
Other (non-interest) expenses totaled $84.0 million for the third quarter 2007 compared to $77.0 million for the same 2006 quarter, a increase of $7.0 million, or 9.15%. Other expenses totaled $246.9 million for the nine months ended September 30, 2007 compared to $244.1 million for the nine months ended September 30, 2006, an increase of $2.8 million, or 1.16%.
For the three months ended September 30, 2007, decreases in operating costs compared to the third quarter 2006 occurred as follows: salaries,wages, pension and employee benefits fell $1.9 million, primarily due to the reduction of staff from the branch restructurings being realized in 2007; net occupancy expense increased $0.2 million due to higher utility costs; professional services decreased $2.5 million due in part to the consulting services necessary to remediate bank secrecy act issues which have been winding down in 2007; other operating expense increased $11.7 million primarily attributable to a $4.1 million operating loss related to a customer check-kiting fraud in the quarter ended September 30, 2007. During the quarter ended September 30, 2006, the Corporation settled several multi-jurisdictional nonincome tax audits which reduced other nonincome tax expense by $7.0 million.
For the nine months ended September 30, 2007, decreases in operating costs compared to the first nine months of 2006 occurred as follows: salaries,wages, pension and employee benefits fell $5.6 million, primarily due to the reduction of staff from the branch restructurings being
26
realized in 2007 and the one time expense for the accelerated vesting of retirement eligible executives in the 2006 second quarter equity grants; bankcard, loan processing and other costs increased $1.6 million, primarily attributable to the losses associated with credit card fraud; professional services increased $0.3 million due in part to the consulting services necessary to remediate bank secrecy act issues winding down in the third quarter of 2007; other operating expense increased $6.1 million primarily attributable to a $4.1 million operating loss related to a customer check-kiting fraud in the quarter ended September 30, 2007 and offset by the $3.1 million reduction in marketing expense and various other expense reductions which occurred in the second quarter of 2007. During the quarter ended September 30, 2006, the Corporation settled several multi-jurisdictional nonincome tax audits which reduced other nonincome tax expense by $7.0 million
The efficiency ratio of 61.76% for third quarter 2007 increased 498 basis points over the efficiency ratio of 56.78% recorded for the third quarter, 2006. The efficiency ratio for the three months ended September 30, 2007 indicates 61.76 cents of operating costs were spent in order to generate each dollar of net revenue.
Federal Income Taxes
Federal income tax expense was $12.7 million and $13.6 million for the quarters ended September 30, 2007 and 2006, respectively. The effective federal income tax rate for the third quarter 2007 was 29.50%, compared to 30.40% for the same quarter 2006. For the nine months ended September 30, 2007 and 2006, respectively, the effective tax rate was 29.50% and 30.40%. Additional federal income tax information is contained in Note 11 (Federal Income Taxes) in the 2006 Form 10-K.
The Corporation adopted FIN 48 “Accounting for Uncertainty in Income Taxes” on January 1, 2007. Under FIN 48 a liability was created for any unrecognized tax benefits. This liability would have been included in the contractual obligations table in December 31, 2006 Form 10-K MD&A. Current liabilities related to FIN 48 for September 30, 2007 are $2.0 million. It is the Corporation’ policy to accrue interest and penalties in accrued taxes and recognized in the consolidated statements of income and comprehensive income as income taxes. This was also the Corporation’s policy prior to the adoption of FIN 48.
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FINANCIAL CONDITION
Investment Securities
The September 30, 2007 amortized cost and market value of investment securities, including mortgage-backed securities, by average remaining term, are included in Note 3 (Investment Securities) to the unaudited consolidated financial statements included in this report. These securities are purchased within an overall strategy to maximize future earnings, taking into account an acceptable level of interest rate risk. While the maturities of the mortgage and asset-backed securities are beyond five years, these instruments provide periodic principal payments and include securities with adjustable interest rates, reducing the interest rate risk associated with longer-term investments.
28
Allowance for Credit Losses
The allowance for credit losses is the sum of the allowance for loan losses and the reserve for unfunded lending commitments.
| | | | | | | | | | | | |
| | Quarter ended | | | Year Ended | | | Quarter ended | |
Allowance for Loan Losses | | September 30, | | | December 31, | | | September 30, | |
(In thousands) | | 2007 | | | 2006 | | | 2006 | |
Allowance for loan losses-beginning of period | | $ | 94,432 | | | $ | 90,661 | | | $ | 87,727 | |
Provision for loan losses | | | 7,324 | | | | 76,112 | | | | 12,612 | |
Net charge-offs | | | (7,945 | ) | | | (52,342 | ) | | | (15,453 | ) |
Allowance related to loans held for sale/sold | | | — | | | | (23,089 | ) | | | 3,869 | |
| | | | | | | | | |
Allowance for loan losses-end of period | | $ | 93,811 | | | $ | 91,342 | | | $ | 88,755 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Reserve for Unfunded Lending Commitments | | | | | | | | | | | | |
| | | | | | | | | | | | |
Balance at beginning of period | | $ | 6,553 | | | $ | 6,072 | | | $ | 5,716 | |
Provision for credit losses | | | 856 | | | | 222 | | | | 591 | |
| | | | | | | | | |
Balance at end of period | | $ | 7,409 | | | $ | 6,294 | | | $ | 6,307 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Allowance for Credit Losses | | $ | 101,220 | | | $ | 97,636 | | | $ | 95,062 | |
| | | | | | | | | |
Annualized net charge-offs and allowance related to loans held for sale/sold as a % of average loans | | | 0.45 | % | | | 1.11 | % | | | 0.67 | % |
| | | | | | | | | |
Annualized net charge-offs as a % of average loans | | | 0.45 | % | | | 0.77 | % | | | 0.67 | % |
| | | | | | | | | |
| | | | | | | | | | | | |
Allowance for loan losses: | | | | | | | | | | | | |
As a percentage of loans outstanding | | | 1.34 | % | | | 1.33 | % | | | 1.28 | % |
| | | | | | | | | |
As a percentage of nonperforming loans | | | 314.22 | % | | | 168.03 | % | | | 143.73 | % |
| | | | | | | | | |
As a multiple of annualized net charge offs | | | 2.98 | X | | | 1.75 | X | | | 1.93 | X |
| | | | | | | | | |
| | | | | | | | | | | | |
Allowance for credit losses: | | | | | | | | | | | | |
As a percentage of loans outstanding | | | 1.44 | % | | | 1.42 | % | | | 1.37 | % |
| | | | | | | | | |
As a percentage of nonperforming loans | | | 339.04 | % | | | 179.60 | % | | | 153.94 | % |
| | | | | | | | | |
As a multiple of annualized net charge offs and allowance related to loans held for sale | | | 3.21 | X | | | 1.21 | X | | | 2.07 | X |
| | | | | | | | | |
The allowance for credit losses increased $0.2 million from June 30, 2007 to September 30, 2007, and increased $6.2 million from September 30, 2006 to September 30, 2007. The increase for both periods was attributable to additional reserves that were established to address identified risks associated with the slow down in the housing markets and the decline in residential and commercial real estate values. The following tables show the overall trend in increased credit quality for consumer loans and decreased credit quality for commercial loans by specific asset and risk categories.
29
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | At September 30, 2007 | |
| | Loan Type | |
| | Commercial | | | Commercial R/E | | | | | | | Installment | | | Home Equity | | | Credit Card | | | Res Mortgage | | | | |
Allowance for Loan Losses Components: | | Loans | | | Loans | | | Leases | | | Loans | | | Loans | | | Loans | | | Loans | | | Total | |
(In thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Individually Impaired Loan Component: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loan balance | | $ | 3,541 | | | $ | 13,317 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 16,858 | |
Allowance | | | 1,448 | | | | 1,610 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,058 | |
Collective Loan Impairment Components: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Credit risk-graded loans | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Grade 1 loan balance | | | 24,586 | | | | 100 | | | | 3,683 | | | | | | | | | | | | | | | | | | | | 28,369 | |
Grade 1 allowance | | | 55 | | | | — | | | | 10 | | | | | | | | | | | | | | | | | | | | 65 | |
Grade 2 loan balance | | | 193,502 | | | | 127,428 | | | | 5,104 | | | | | | | | | | | | | | | | | | | | 326,034 | |
Grade 2 allowance | | | 969 | | | | 574 | | | | 30 | | | | | | | | | | | | | | | | | | | | 1,573 | |
Grade 3 loan balance | | | 446,125 | | | | 423,833 | | | | 33,041 | | | | | | | | | | | | | | | | | | | | 902,999 | |
Grade 3 allowance | | | 2,251 | | | | 3,007 | | | | 193 | | | | | | | | | | | | | | | | | | | | 5,451 | |
Grade 4 loan balance | | | 902,404 | | | | 1,554,762 | | | | 26,446 | | | | | | | | | | | | | | | | | | | | 2,483,612 | |
Grade 4 allowance | | | 14,744 | | | | 21,150 | | | | 519 | | | | | | | | | | | | | | | | | | | | 36,413 | |
Grade 5 (Special Mention) loan balance | | | 62,004 | | | | 77,594 | | | | — | | | | | | | | | | | | | | | | | | | | 139,598 | |
Grade 5 allowance | | | 3,775 | | | | 3,756 | | | | — | | | | | | | | | | | | | | | | | | | | 7,531 | |
Grade 6 (Substandard) loan balance | | | 32,185 | | | | 26,271 | | | | 74 | | | | | | | | | | | | | | | | | | | | 58,530 | |
Grade 6 allowance | | | 4,702 | | | | 3,108 | | | | 10 | | | | | | | | | | | | | | | | | | | | 7,820 | |
Grade 7 (Doubtful) loan balance | | | 147 | | | | 186 | | | | — | | | | | | | | | | | | | | | | | | | | 333 | |
Grade 7 allowance | | | 40 | | | | 28 | | | | — | | | | | | | | | | | | | | | | | | | | 68 | |
Consumer loans based on payment status: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current loan balances | | | | | | | | | | | 295 | | | | 1,617,458 | | | | 698,996 | | | | 139,017 | | | | 554,710 | | | | 3,010,476 | |
Current loans allowance | | | | | | | | | | | 1 | | | | 12,602 | | | | 3,820 | | | | 3,324 | | | | 3,930 | | | | 23,677 | |
30 days past due loan balance | | | | | | | | | | | 12 | | | | 10,417 | | | | 1,472 | | | | 1,473 | | | | 12,218 | | | | 25,592 | |
30 days past due allowance | | | | | | | | | | | — | | | | 996 | | | | 301 | | | | 562 | | | | 566 | | | | 2,425 | |
60 days past due loan balance | | | | | | | | | | | 13 | | | | 3,577 | | | | 912 | | | | 992 | | | | 2,825 | | | | 8,319 | |
60 days past due allowance | | | | | | | | | | | 1 | | | | 1,011 | | | | 435 | | | | 609 | | | | 437 | | | | 2,493 | |
90+ days past due loan balance | | | | | | | | | | | — | | | | 1,779 | | | | 185 | | | | 1,504 | | | | 10,201 | | | | 13,669 | |
90+ days past due allowance | | | | | | | | | | | — | | | | 886 | | | | 148 | | | | 1,331 | | | | 872 | | | | 3,237 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total loans | | $ | 1,664,494 | | | $ | 2,223,491 | | | $ | 68,668 | | | $ | 1,633,231 | | | $ | 701,565 | | | $ | 142,986 | | | $ | 579,954 | | | $ | 7,014,389 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Allowance for Loan Losses | | $ | 27,984 | | | $ | 33,233 | | | $ | 764 | | | $ | 15,495 | | | $ | 4,704 | | | $ | 5,826 | | | $ | 5,805 | | | $ | 93,811 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
30
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | At December 31, 2006 | |
| | Loan Type | |
| | Commercial | | | Commercial R/E | | | | | | | Installment | | | Home Equity | | | Credit Card | | | Res Mortgage | | | | |
Allowance for Loan Losses Components: | | Loans | | | Loans | | | Leases | �� | | Loans | | | Loans | | | Loans | | | Loans | | | Total | |
(In thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Individually Impaired Loan Component: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loan balance | | $ | 19,394 | | | $ | 41,889 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 61,283 | |
Allowance | | | 973 | | | | 515 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,488 | |
Collective Loan Impairment Components: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Credit risk-graded loans | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Grade 1 loan balance | | | 28,350 | | | | 2,789 | | | | 3,526 | | | | | | | | | | | | | | | | | | | | 34,665 | |
Grade 1 allowance | | | 82 | | | | 2 | | | | 12 | | | | | | | | | | | | | | | | | | | | 96 | |
Grade 2 loan balance | | | 144,084 | | | | 109,238 | | | | 8,927 | | | | | | | | | | | | | | | | | | | | 262,249 | |
Grade 2 allowance | | | 757 | | | | 412 | | | | 55 | | | | | | | | | | | | | | | | | | | | 1,224 | |
Grade 3 loan balance | | | 377,713 | | | | 366,903 | | | | 33,115 | | | | | | | | | | | | | | | | | | | | 777,731 | |
Grade 3 allowance | | | 2,235 | | | | 1,902 | | | | 229 | | | | | | | | | | | | | | | | | | | | 4,366 | |
Grade 4 loan balance | | | 859,458 | | | | 1,512,529 | | | | 28,072 | | | | | | | | | | | | | | | | | | | | 2,400,059 | |
Grade 4 allowance | | | 16,555 | | | | 17,124 | | | | 643 | | | | | | | | | | | | | | | | | | | | 34,322 | |
Grade 5 (Special Mention) loan balance | | | 57,281 | | | | 100,657 | | | | 96 | | | | | | | | | | | | | | | | | | | | 158,034 | |
Grade 5 allowance | | | 3,351 | | | | 4,163 | | | | 5 | | | | | | | | | | | | | | | | | | | | 7,519 | |
Grade 6 (Substandard) loan balance | | | 42,771 | | | | 30,604 | | | | 2,196 | | | | | | | | | | | | | | | | | | | | 75,571 | |
Grade 6 allowance | | | 5,598 | | | | 3,118 | | | | 257 | | | | | | | | | | | | | | | | | | | | 8,973 | |
Grade 7 (Doubtful) loan balance | | | 442 | | | | 19 | | | | — | | | | | | | | | | | | | | | | | | | | 461 | |
Grade 7 allowance | | | 150 | | | | 3 | | | | — | | | | | | | | | | | | | | | | | | | | 153 | |
Consumer loans based on payment status: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current loan balances | | | | | | | | | | | 1,802 | | | | 1,600,560 | | | | 728,302 | | | | 142,598 | | | | 576,927 | | | | 3,050,189 | |
Current loans allowance | | | | | | | | | | | 6 | | | | 15,058 | | | | 2,499 | | | | 3,578 | | | | 3,201 | | | | 24,342 | |
30 days past due loan balance | | | | | | | | | | | 171 | | | | 13,165 | | | | 2,084 | | | | 1,977 | | | | 11,813 | | | | 29,210 | |
30 days past due allowance | | | | | | | | | | | 2 | | | | 1,245 | | | | 236 | | | | 725 | | | | 399 | | | | 2,607 | |
60 days past due loan balance | | | | | | | | | | | 30 | | | | 4,340 | | | | 523 | | | | 1,122 | | | | 4,840 | | | | 10,855 | |
60 days past due allowance | | | | | | | | | | | 1 | | | | 1,180 | | | | 150 | | | | 660 | | | | 524 | | | | 2,515 | |
90+ days past due loan balance | | | | | | | | | | | 36 | | | | 1,682 | | | | 564 | | | | 1,856 | | | | 14,428 | | | | 18,566 | |
90+ days past due allowance | | | | | | | | | | | 4 | | | | 823 | | | | 266 | | | | 1,628 | | | | 1,016 | | | | 3,737 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total loans | | $ | 1,529,493 | | | $ | 2,164,628 | | | $ | 77,971 | | | $ | 1,619,747 | | | $ | 731,473 | | | $ | 147,553 | | | $ | 608,008 | | | $ | 6,878,873 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Allowance for Loan Losses | | $ | 29,701 | | | $ | 27,239 | | | $ | 1,214 | | | $ | 18,306 | | | $ | 3,151 | | | $ | 6,591 | | | $ | 5,140 | | | $ | 91,342 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
31
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | At Sepember 30, 2006 | |
| | Loan Type | |
| | Commercial | | | Commercial R/E | | | | | | | Installment | | | Home Equity | | | Credit Card | | | Res Mortgage | | | | |
Allowance for Loan Losses Components: | | Loans | | | Loans | | | Leases | | | Loans | | | Loans | | | Loans | | | Loans | | | Total | |
(In thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Individually Impaired Loan Component: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loan balance | | $ | 20,321 | | | | 24,287 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 44,608 | |
Allowance | | | 5,510 | | | | 4,394 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9,904 | |
Collective Loan Impairment Components: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Credit risk-graded loans | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Grade 1 loan balance | | | 18,761 | | | | 2,592 | | | | — | | | | | | | | | | | | | | | | | | | | 21,353 | |
Grade 1 allowance | | | 64 | | | | 2 | | | | — | | | | | | | | | | | | | | | | | | | | 66 | |
Grade 2 loan balance | | | 153,377 | | | | 100,147 | | | | 9,487 | | | | | | | | | | | | | | | | | | | | 263,011 | |
Grade 2 allowance | | | 833 | | | | 397 | | | | 59 | | | | | | | | | | | | | | | | | | | | 1,289 | |
Grade 3 loan balance | | | 363,783 | | | | 398,463 | | | | 16,159 | | | | | | | | | | | | | | | | | | | | 778,405 | |
Grade 3 allowance | | | 2,374 | | | | 2,182 | | | | 120 | | | | | | | | | | | | | | | | | | | | 4,676 | |
Grade 4 loan balance | | | 878,161 | | | | 1,533,606 | | | | 27,829 | | | | | | | | | | | | | | | | | | | | 2,439,596 | |
Grade 4 allowance | | | 12,950 | | | | 13,720 | | | | 738 | | | | | | | | | | | | | | | | | | | | 27,408 | |
Grade 5 (Special Mention) loan balance | | | 57,041 | | | | 87,810 | | | | 501 | | | | | | | | | | | | | | | | | | | | 145,352 | |
Grade 5 allowance | | | 2,731 | | | | 2,723 | | | | 27 | | | | | | | | | | | | | | | | | | | | 5,481 | |
Grade 6 (Substandard) loan balance | | | 54,020 | | | | 40,748 | | | | 2,509 | | | | | | | | | | | | | | | | | | | | 97,277 | |
Grade 6 allowance | | | 5,598 | | | | 2,775 | | | | 297 | | | | | | | | | | | | | | | | | | | | 8,670 | |
Grade 7 (Doubtful) loan balance | | | 347 | | | | 270 | | | | — | | | | | | | | | | | | | | | | | | | | 617 | |
Grade 7 allowance | | | 120 | | | | 35 | | | | — | | | | | | | | | | | | | | | | | | | | 155 | |
Consumer loans based on payment status: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current loan balances | | | | | | | | | | | 2,715 | | | | 1,604,263 | | | | 745,426 | | | | 135,628 | | | | 581,486 | | | | 3,069,518 | |
Current loans allowance | | | | | | | | | | | 11 | | | | 15,037 | | | | 2,051 | | | | 3,346 | | | | 2,628 | | | | 23,073 | |
30 days past due loan balance | | | | | | | | | | | 181 | | | | 12,466 | | | | 1,673 | | | | 1,711 | | | | 13,727 | | | | 29,758 | |
30 days past due allowance | | | | | | | | | | | 2 | | | | 1,099 | | | | 144 | | | | 602 | | | | 359 | | | | 2,206 | |
60 days past due loan balance | | | | | | | | | | | 62 | | | | 3,690 | | | | 602 | | | | 1,090 | | | | 4,625 | | | | 10,069 | |
60 days past due allowance | | | | | | | | | | | 2 | | | | 942 | | | | 135 | | | | 622 | | | | 413 | | | | 2,114 | |
90+ days past due loan balance | | | | | | | | | | | 33 | | | | 1,936 | | | | 606 | | | | 1,714 | | | | 13,494 | | | | 17,783 | |
90+ days past due allowance | | | | | | | | | | | 3 | | | | 885 | | | | 233 | | | | 1,458 | | | | 1,134 | | | | 3,713 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total loans | | $ | 1,545,811 | | | | 2,187,923 | | | | 59,476 | | | | 1,622,355 | | | | 748,307 | | | | 140,143 | | | | 613,332 | | | | 6,917,347 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Allowance for Loan Losses | | $ | 30,180 | | | | 26,228 | | | | 1,259 | | | | 17,963 | | | | 2,563 | | | | 6,028 | | | | 4,534 | | | | 88,755 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total charge-offs were $12.3 million for the quarter ended September 30 2007, down $3.1 million, or 20.1%, from the year ago quarter. Criticized commercial assets (“individually impaired,” “special mention,” “substandard” and “doubtful”) decreased $72.5 million and accounted for 5.39% of total commercial loans for the 2007 third quarter compared with criticized commercial asset levels of 7.54% at September 30, 2006.
Commercial charge-offs were down $3.5 million over the prior year third quarter primarily as a result of the loan sale that occurred in the first quarter 2007. Loans past due 90 days or more accruing interest were down $2.6 million or 24.40% from the linked quarter ended June 30, 2006 and down $2.2 million or 14.39% from year ago quarter ended September 30, 2006 reflecting the favorable trends in the retail portfolio.
32
Loans
Total loans outstanding at September 30, 2007 were $7.0 billion compared to $6.9 billion at December 31, 2006 and $6.8 billion at September 30, 2006.
The commercial loan portfolio for the 2007 third quarter increased by 4.13% over the prior year third quarter, while criticized commercial loans were down 25.20% over the prior year third quarter, demonstrating prudent loan growth and an improving credit profile. While the Corporation originated $78.9 million of mortgage loans in the third quarter 2007, compared to $81.5 million in same quarter of 2006, and $380.8 million for the full year ended December 31, 2006, the majority of these loans were fixed rate mortgages which were sold with servicing rights retained. Further discussion of the Corporation’s loan mix strategy as well as changes in average balances for the quarter ended September 30, 2007 compared to the quarter ended September 30, 2006 can be found under the Net Interest Income sub-caption in this report.
| | | | | | | | | | | | |
| | As of | | | As of | | | As of | |
| | September 30, | | | December 31, | | | September 30, | |
(Dollars in thousands) | | 2007 | | | 2006 | | | 2006 | |
| | | | | | | | | | | | |
Commercial loans | | $ | 3,887,985 | | | $ | 3,694,121 | | | $ | 3,733,734 | |
Mortgage loans | | | 579,954 | | | | 608,008 | | | | 613,332 | |
Installment loans | | | 1,633,231 | | | | 1,619,747 | | | | 1,622,355 | |
Home equity loans | | | 701,565 | | | | 731,473 | | | | 748,307 | |
Credit card loans | | | 142,986 | | | | 147,553 | | | | 140,143 | |
Leases | | | 68,668 | | | | 77,971 | | | | 59,476 | |
| | | | | | | | | |
Total loans | | $ | 7,014,389 | | | $ | 6,878,873 | | | $ | 6,917,347 | |
| | | | | | | | | |
Expected cash flow and interest rate information for commercial loans is presented in the following table:
| | | | |
| | As of | |
| | September 30, 2007 | |
| | (Dollars in thousands) | |
Due in one year or less | | $ | 1,747,360 | |
Due after one year but within five years | | | 1,734,661 | |
Due after five years | | | 405,964 | |
| | | |
Totals | | $ | 3,887,985 | |
| | | |
| | | | |
Due after one year with a predetermined fixed interest rate | | $ | 996,521 | |
Due after one year with a floating interest rate | | | 1,144,104 | |
| | | |
Totals | | $ | 2,140,625 | |
| | | |
The Corporation has an interest rate hedge strategy in place that swaps fixed interest rate commercial real estate loans to a variable interest rate basis. At September 30, 2007, $576.6 million of fixed rate commercial real estate loans were hedged. This strategy is more fully described in Footnote 8, Accounting for Derivatives, in these consolidated financial statements.
33
The following table summarizes the Corporation’s nonperforming assets:
| | | | | | | | | | | | |
| | September 30, | | | December 31, | | | September 30, | |
| | 2007 | | | 2006 | | | 2006 | |
| | (Dollars in thousands) | |
Nonperforming commercial loans | | $ | 20,165 | | | $ | 45,045 | | | $ | 52,621 | |
Other nonaccrual loans: | | | 9,690 | | | | 9,317 | | | | 9,132 | |
| | | | | | | | | |
Total nonperforming loans | | | 29,855 | | | | 54,362 | | | | 61,753 | |
Other real estate (“ORE”) | | | 4,344 | | | | 9,815 | | | | 10,711 | |
| | | | | | | | | |
Total nonperforming assets | | $ | 34,199 | | | $ | 64,177 | | | $ | 72,464 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Loans past due 90 day or more accruing interest | | $ | 13,107 | | | $ | 16,860 | | | $ | 15,311 | |
| | | | | | | | | |
Total nonperforming assets as a percentage of total loans and ORE | | | 0.49 | % | | | 0.93 | % | | | 1.05 | % |
| | | | | | | | | |
The allowance for credit losses covers nonperforming loans by 339.04% at September 30, 2007 compared to 153.94% at the end of the prior year quarter. This increase is primarily attributable to the decrease in nonperforming commercial loans. See Note 1 (Summary of Significant Accounting Policies) of the 2006 Form 10-K, as amended for a summary of the Corporation’s nonaccrual and charge-off policies.
The following table is a nonaccrual commercial loan flow analysis:
| | | | | | | | | | | | | | | | | | | | |
| | Period End | |
(Dollars in thousands) | | 3Q07 | | | 2Q07 | | | 1Q07 | | | 4Q06 | | | 3Q06 | |
| | | | | | | | | | | | | | | | | | | | |
Nonaccrual commercial loans beginning of period | | $ | 20,877 | | | $ | 17,049 | | | $ | 45,045 | | | $ | 52,621 | | | $ | 41,927 | |
| | | | | | | | | | | | | | | | | | | | |
Credit Actions: | | | | | | | | | | | | | | | | | | | | |
New | | | 8,632 | | | | 7,579 | | | | 5,983 | | | | 27,087 | | | | 31,619 | |
Loan and lease losses | | | (3,033 | ) | | | (890 | ) | | | — | | | | (24,592 | ) | | | (4,006 | ) |
Charged down | | | (3,310 | ) | | | (1,055 | ) | | | (448 | ) | | | (3,616 | ) | | | (2,725 | ) |
Return to accruing status | | | (1,923 | ) | | | (131 | ) | | | — | | | | (3,985 | ) | | | (773 | ) |
Payments and tranfers to ORE | | | (1,078 | ) | | | (1,675 | ) | | | (7,199 | ) | | | (2,470 | ) | | | (13,421 | ) |
Sales | | | | | | | — | | | | (26,332 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | |
Nonaccrual commercial loans end of period | | $ | 20,165 | | | $ | 20,877 | | | $ | 17,049 | | | $ | 45,045 | | | $ | 52,621 | |
| | | | | | | | | | | | | | | |
Nonaccrual commercial loans have decreased $32.5 million from the third quarter of 2006 and decreased $0.7 million from the second quarter of 2007. As reflected above, $26.3 million of nonaccrual loans were sold in March 2007.
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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:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Quarter Ended | | | Year Ended | | | Quarter Ended | |
| | September 30, 2007 | | | December 31, 2006 | | | September 30, 2006 | |
| | Average | | | Average | | | Average | | | Average | | | Average | | | Average | |
| | Balance | | | Rate | | | Balance | | | Rate | | | Balance | | | Rate | |
| | (Dollars in thousands) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Non-interest DDA | | $ | 1,400,848 | | | | — | | | $ | 1,434,539 | | | | — | | | $ | 1,407,653 | | | | — | |
Interest-bearing DDA | | | 714,216 | | | | 0.93 | % | | | 818,735 | | | | 1.13 | % | | | 794,886 | | | | 1.12 | % |
Savings and money market | | | 2,224,048 | | | | 2.41 | % | | | 2,271,654 | | | | 2.20 | % | | | 2,246,386 | | | | 2.33 | % |
CDs and other time deposits | | | 3,140,848 | | | | 4.86 | % | | | 2,859,218 | | | | 4.33 | % | | | 2,906,952 | | | | 4.49 | % |
| | | | | | | | | | | | | | | | | | | | | |
Total customer deposits | | | 7,479,960 | | | | 2.85 | % | | | 7,384,146 | | | | 2.48 | % | | | 7,355,877 | | | | 2.61 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Securities sold under agreements to repurchase | | | 1,555,235 | | | | 4.98 | % | | | 1,283,951 | | | | 4.37 | % | | | 1,357,746 | | | | 4.64 | % |
Wholesale borrowings | | | 256,356 | | | | 6.69 | % | | | 404,723 | | | | 5.96 | % | | | 367,640 | | | | 6.20 | % |
| | | | | | | | | | | | | | | | | | | | | |
Total funds | | $ | 9,291,551 | | | | | | | $ | 9,072,820 | | | | | | | $ | 9,081,263 | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Interest-bearing and non-interest-bearing demand deposits, on a combined basis, averaged $2.1 billion during the 2007 third quarter, down $87.5 million, or 3.97%, from the third quarter 2006. Savings deposits, including money market savings accounts, averaged $2.2 billion, $22.3 million or 0.99% lower than the year ago quarter. The sum of demand and savings accounts, often referred to as “core deposits,” dropped $109.8 million, or 2.47%, and represented 58.01% of total average deposits for the second quarter 2007, compared to 60.48% last year. The drop was attributable to intense competition for core deposits within the Corporation’s regional banking areas.
During the 2007 third quarter, the weighted-average yield paid on interest-bearing core deposits at 2.07% was 4 basis points more than last year’s average core deposits rate. Average CDs, still the largest individual component of deposits, totaled $3.1 billion for the third quarter, up 8.05% from the same quarter last year. Average rates paid on CDs rose 37 basis points from 4.49% in the 2006 quarter to 4.86% this year. On a percentage basis, average CDs were 39.80% and 37.88%, respectively, of total interest-bearing funds for the June 30, 2007 and 2006 quarters.
Securities sold under agreements to repurchase increased to 19.71% of interest-bearing funds during the three months ended September 30, 2007 from 17.69% for the September 30, 2006 quarter. Interest-bearing liabilities funded 82.94% of average earning assets during the quarter ended September 30, 2007 and 82.96% during the quarter ended September 30, 2006. Wholesale funds decreased to 3.25% of interest-bearing funds during the third quarter 2007 from 4.79% in the year ago quarter. In summary, the decrease in average core deposits during the quarter compared to the same period in 2006 was partially offset by the decrease in higher rate
35
wholesale borrowings. The funding mix from higher priced wholesale borrowings towards less expensive CDs has helped to mitigate the effect of the flat yield curve and support the net interest margin.
The following table summarizes scheduled maturities of CDs of $100 thousand or more (“Jumbo CDs”) that were outstanding as of September 30, 2007:
| | | | |
Maturing in: | | Amount | |
| | (In thousands) | |
| | | | |
Under 3 months | | $ | 521,986 | |
3 to 6 months | | | 164,597 | |
6 to 12 months | | | 158,494 | |
Over 1 year through 3 years | | | 61,607 | |
Over 3 years | | | 14,268 | |
| | | |
| | $ | 920,952 | |
| | | |
Market Risk
Market risk refers to potential losses arising from changes in interest rates, foreign exchange rates, equity prices and commodity prices, including the correlation among these factors and their volatility. The Corporation is primarily exposed to interest rate risk as a result of offering a wide array of financial products to its customers.
Changes in market interest rates may result in changes in the fair market value of the 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 market risk management, establishing risk measures, limits, and policy guidelines for managing the amount of interest rate risk and its effect on net interest income and capital. According to these policies, responsibility for measuring and the management of interest rate risk resides in the corporate treasury function.
Interest rate risk on the Corporation’s consolidated balance sheets consists of reprice, option, and basis risks. Reprice risk results from differences in the maturity, or repricing, of asset and liability portfolios. Option risk arises from “embedded options” present in many financial instruments such as loan prepayment options, deposit early withdrawal options and interest rate options. These options allow customers opportunities to benefit when market interest rates change, which typically results in higher net revenue for the Corporation. Basis risk refers to the potential for changes in the underlying relationship between market rates or indices, which subsequently result in a narrowing of profit spread on an earning asset or liability. Basis risk is also present in administered rate liabilities, such as interest-bearing checking accounts, savings accounts and money market accounts where historical pricing relationships to market rates may change due to the level or directional change in market interest rates.
The interest rate risk position is measured and monitored using risk management tools, including earnings simulation modeling and economic value of equity sensitivity analysis, which
36
capture both near-term and long-term interest rate risk exposures. Combining the results from these separate risk measurement processes allows a reasonably comprehensive view of short-term and long-term interest rate risk in the Corporation.
Earnings simulation involves forecasting net interest earnings under a variety of scenarios, including changes in the level of interest rates, the shape of the yield curve, and spreads between market interest rates. The sensitivity of net interest income to changes in interest rates is measured using numerous interest rate scenarios, including shocks, gradual ramps, curve flattening, curve steepening and forecasts of likely interest rate scenarios. Presented below is the Corporation’s interest rate risk profile as of September 30, 2007 and 2006:
Immediate Change in Rates and Resulting Percentage Increase/(Decrease) in Net Interest Income:
| | | | | | | | | | | | | | | | |
| | -200 basis points | | -100 basis points | | +100 basis points | | +200 basis points |
| | | | | | | | | | | | | | | | |
September 30, 2007 | | | (2.78 | %) | | | (1.07 | %) | | | 0.07 | % | | | (0.02 | %) |
September 30, 2006 | | | (3.42 | %) | | | (0.94 | %) | | | 0.21 | % | | | 0.02 | % |
Modeling the sensitivity of net interest earnings to changes in market interest rates is highly dependent on numerous assumptions incorporated into the modeling process. To the extent that actual performance is different than what was assumed, actual net interest earnings sensitivity may be different than projected. The assumptions used in the models are management’s best estimate based on studies conducted by ALCO. ALCO uses a data-warehouse to study interest rate risk at a transactional level and uses various ad-hoc reports to refine assumptions continuously. Assumptions and methodologies regarding administered rate liabilities (e.g., savings, money market and interest-bearing checking accounts), balance trends, and repricing relationships reflect management’s best estimate of expected behavior, and these assumptions are reviewed regularly.
The Corporation also has longer-term interest rate risk exposure, which may not be appropriately measured by earnings sensitivity analysis. ALCO uses economic value of equity, or EVE, sensitivity analysis to study the impact of long-term cash flows on earnings and capital. Economic value of equity involves discounting present values of all cash flows on the balance sheet and off balance sheet items under different interest rate scenarios. The discounted present value of all cash flows represents the Corporation’s economic value of equity. The analysis requires modifying the expected cash flows in each interest rate scenario, which will impact the discounted present value. The amount of base-case measurement and its sensitivity to shifts in the yield curve allow management to measure longer-term repricing and option risk in the balance sheet. Presented below is the Corporation’s EVE profile as of September 30, 2007 and 2006:
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Immediate Change in Rates and Resulting Percentage Increase/(Decrease) in EVE:
| | | | | | | | | | | | | | | | |
| | -200 basis points | | -100 basis points | | +100 basis points | | +200 basis points |
|
September 30, 2007 | | | (9.77 | %) | | | (3.09 | %) | | | (0.85 | %) | | | (3.54 | %) |
September 30, 2006 | | | (12.05 | %) | | | (4.55 | %) | | | 1.62 | % | | | 1.45 | % |
Capital Resources
Shareholders’ equity at September 30, 2007 totaled $884.9 million compared to $846.1 million at December 31, 2006 and $903.4 million at September 30, 2006.
The following table reflects the various measures of capital:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, | | December 31, | | September 30, |
| | 2007 | | 2006 | | 2006 |
| | | | | | | | | | (Dollars in thousands) | | | | | | | | |
Consolidated | | | | | | | | | | | | | | | | | | | | | | | | |
Total equity | | $ | 884,877 | | | | 8.50 | % | | $ | 846,111 | | | | 8.25 | % | | $ | 903,383 | | | | 8.84 | % |
Common equity | | | 884,877 | | | | 8.50 | % | | | 846,111 | | | | 8.25 | % | | | 903,383 | | | | 8.84 | % |
Tangible common equity (a) | | | 743,432 | | | | 7.24 | % | | | 704,001 | | | | 6.96 | % | | | 761,050 | | | | 7.55 | % |
Tier 1 capital (b) | | | 831,234 | | | | 10.27 | % | | | 804,959 | | | | 10.07 | % | | | 820,643 | | | | 10.13 | % |
Total risk-based capital (c) | | | 993,239 | | | | 12.27 | % | | | 993,716 | | | | 12.44 | % | | | 1,006,659 | | | | 12.43 | % |
Leverage (d) | | $ | 831,234 | | | | 8.10 | % | | $ | 804,959 | | | | 7.95 | % | | $ | 820,643 | | | | 8.15 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Bank Only | | | | | | | | | | | | | | | | | | | | | | | | |
Total equity | | $ | 742,324 | | | | 7.14 | % | | $ | 704,047 | | | | 6.87 | % | | $ | 738,306 | | | | 7.23 | % |
Common equity | | | 742,324 | | | | 7.14 | % | | | 704,047 | | | | 6.87 | % | | | 738,606 | | | | 7.23 | % |
Tangible common equity (a) | | | 600,879 | | | | 5.86 | % | | | 561,937 | | | | 5.56 | % | | | 595,973 | | | | 5.92 | % |
Tier 1 capital (b) | | | 775,647 | | | | 9.60 | % | | | 750,912 | | | | 9.41 | % | | | 742,438 | | | | 9.18 | % |
Total risk-based capital (c) | | | 934,313 | | | | 11.57 | % | | | 936,720 | | | | 11.74 | % | | | 925,588 | | | | 11.45 | % |
Leverage (d) | | $ | 775,647 | | | | 7.56 | % | | $ | 750,912 | | | | 7.42 | % | | $ | 742,438 | | | | 7.38 | % |
| | |
(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 adequate capital equal to 8% of risk-adjusted assets effective December 31,
38
1993. At September 30, 2007, the Corporation’s risk-based capital equaled 12.27% of risk-adjusted assets, exceeding minimum guidelines.
The cash dividend of $0.29 per share paid in the third quarter has an indicated annual rate of $1.16 per share.
Liquidity Risk Management
Liquidity risk is the possibility of the Corporation being unable to meet current and future financial obligations in a timely manner. Liquidity is managed to ensure stable, reliable and cost-effective sources of funds to satisfy demand for credit, deposit withdrawals and investment opportunities. The Corporation considers core earnings, strong capital ratios and credit quality essential for maintaining high credit ratings, which allow the Corporation cost-effective access to market-based liquidity. The Corporation relies on a large, stable core deposit base and a diversified base of wholesale funding sources to manage liquidity risk.
The Treasury Group is responsible for identifying, measuring and monitoring the Corporation’s liquidity profile. The position is evaluated daily, weekly and monthly by analyzing the composition of all funding sources, reviewing projected liquidity commitments by future month and identifying sources and uses of funds. The Treasury Group also prepares a contingency funding plan that details the potential erosion of funds in the event of a systemic financial market crisis or institutional-specific stress. In addition, the overall management of the Corporation’s liquidity position is integrated into retail deposit pricing policies to ensure a stable core deposit base.
The Corporation’s primary source of liquidity is its core deposit base, raised through its retail branch system, along with unencumbered, or unpledged, investment securities. The Corporation also has available unused wholesale sources of liquidity, including advances from the Federal Home Loan Bank of Cincinnati, issuance through dealers in the capital markets and access to certificates of deposit issued through brokers. Liquidity is also provided by unencumbered, or unpledged, investment securities that totaled $507.3 million at September 30, 2007.
Funding Trends for the Quarter—During the three months ended September 30, 2007, total average deposits increased $35.2 million from the previous quarter and $24.6 million of higher rate wholesale borrowings were repaid.
Parent Company Liquidity — The Corporation manages its liquidity principally through dividends from the bank subsidiary. During the quarter ended September 30, 2007, FirstMerit Bank paid $24.0 million in dividends to FirstMerit Corporation. As of September 30, 2007, FirstMerit Bank had an additional $46.7 million available to pay dividends without regulatory approval.
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Critical Accounting Policies
The accounting and reporting policies of the Corporation are in accordance with accounting principles generally accepted within the United States of America and conform to general practices within the banking industry. Accounting and reporting policies for the allowance for loan losses, income taxes, mortgage servicing rights, derivative instruments and hedging activities, and pension and postretirement benefits are deemed critical since they involve the use of estimates and require significant management judgments. Application of assumptions different than those used by management could result in material changes in the Corporation’s financial position or results of operations. Note 1 (Summary of Significant Accounting Policies) and Note 4 (Allowance for Loan Losses), as described in the 2006 Form 10-K, provide detail with regard to the Corporation’s methodology and reporting of the allowance for loan losses. Additional information for income tax accounting is contained within Note 1, as well as in Note 11 (Federal Income Taxes) as described in the 2006 Form 10-K. Accounting for mortgage servicing rights was also discussed in the 2006 Form 10-K in Note 1 and Note 6 (Mortgage Servicing Rights and Mortgage Servicing Activity). Derivative instruments and hedging activities are described more fully in Note 9 (Accounting for Derivatives) in these consolidated financial statements, as well as Note 1, Note 16 (Fair Value Disclosure of Financial Instruments), and Note 17 (Financial Instruments with Off-Balance-Sheet Risk) of the 2006 Form 10-K. A description of the plans and the assumptions used to estimate the liabilities for pension and postretirement benefits is described in Note 12 (Benefit Plans) to the 2006 Form 10-K as well as Note 10 (Benefit Plans) in the consolidated financial statements included in this report.
Off-Balance Sheet Arrangements
A detailed discussion of the Corporation’s off-balance sheet arrangements, including swaps, hedges, forward swap agreements, IRLCs, TBA securities, options and swaptions is included in Note 8 (Accounting for Derivatives) to the consolidated financial statements included in this report and in Note 17 to the 2006 Form 10-K. There have been no significant changes since December 31, 2006.
Forward-looking Safe-harbor Statement
Discussions in this report that are not statements of historical fact (including statements that include terms such as “will,” “may,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “project,” intend,” and “plan”) are forward-looking statements that involve risks and uncertainties. Any forward-looking statement is not a guarantee of future performance and actual future results could differ materially from those contained in forward-looking information. Factors that could cause or contribute to such differences include, without limitation, risks and uncertainties detailed from time to time in the Corporation’s filings with the Securities and Exchange Commission, including without limitation the risk factors disclosed in Item 1A, “Risk Factors,” of the Corporation’s 2006 Annual Report on Form 10-K, as well as the following:
| • | | The Corporation faces the risk that loan losses, including unanticipated loan losses due to changes in loan portfolios, fraud, deterioration in commercial and residential real estate values, and economic factors, will exceed the allowance for loan losses and that |
40
| | | additional increases in the allowance will be required. Additions to the allowance would cause net income to decline and could have a negative impact on capital and financial position. |
| • | | While the Corporation attempts to manage the risk from changes in market interest rates, interest rate risk management techniques are not exact. In addition, the Corporation may not be able to economically hedge its interest rate risk. A rapid or substantial increase or decrease in interest rates could adversely affect net interest income and results of operations. |
| • | | An economic downturn, and the negative economic effects caused by terrorist attacks, potential attacks and other destabilizing events, would likely contribute to the deterioration of the quality of the loan portfolio and could reduce the Corporation’s customer base, its level of deposits, and demand for financial products such as loans. |
| • | | If the Corporation is unable to continue to attract core deposits or continue to obtain third party financing on favorable terms, its cost of funds will increase, adversely affecting the ability to generate the funds necessary for lending operations, reducing net interest margin and negatively affecting results of operations. |
| • | | Increased competition with other financial institutions or an adverse change in the Corporation’s relationship with a number of major customers could reduce the Corporation’s net interest margin and net income by decreasing the number and size of loans originated, the interest rates charged on these loans and the fees charged for services to customers. If the Corporation were to lend to customers who are less likely to pay in order to maintain historical origination levels, it may not be able to maintain current loan quality levels. |
| • | | The Corporation is party to various lawsuits incidental to its business. Litigation is subject to many uncertainties such that the expenses and ultimate exposure with respect to many of these matters cannot be ascertained. |
| • | | The financial services industry is undergoing rapid technological changes. If the Corporation is unable to adequately invest in and implement new technology-driven products and services, it may not be able to compete effectively, or the cost to provide products and services many increase significantly. |
| • | | The Corporation’s business may be adversely affected by the highly regulated environment in which it operates. Changes in banking or tax laws, regulations and regulatory practices at either the federal or state level may adversely affect the Corporation, including its ability to offer new products and services, obtain financing, pay dividends from the subsidiaries to the Holding Company, attract deposits, make loans and leases at satisfactory spreads, and may also result in the imposition of additional costs. |
| • | | The products and services offered by the banking industry and customer expectations regarding them are subject to change. The Corporation attempts to respond to perceived customer needs and expectations by offering new products and services, which are often costly to develop and market initially. A lack of market acceptance of these products and services would have a negative effect on the Corporation’s business and negative impact on the results of operations. |
| • | | The Corporation’s vendors could fail to fulfill their contractual obligations, resulting in a material interruption in, or disruption to, its business and a negative impact on the results of operations. |
| • | | The Corporation could face unanticipated environmental liabilities or costs related to real property owned or acquired through foreclosure. Compliance with federal, state and local environmental laws and regulations, including those related to investigation and |
41
| | clean-up of contaminated site, could have a negative effect on the Corporation’s expenses and results of operations. |
| • | | New accounting or tax pronouncements or interpretation may be issued by the accounting profession, regulators or other government bodies which could change existing accounting methods. Changes in accounting methods could negatively impact the Corporation’s results of operations and financial position. |
| • | | The Corporation’s business continuity plans or data security systems could prove to be inadequate, resulting in a material interruption in, or disruption to, the Corporation’s business and a negative impact on the results of operations. |
| • | | As a bank holding company that conducts substantially all of its operation through its subsidiaries, the ability of the Corporation to pay dividends, repurchase its shares or to repay its indebtedness depends upon the results of operations of its subsidiaries and their ability to pay dividends to the Corporation. Dividends paid by these subsidiaries are subject to limits imposed by federal and state law. |
| • | | The Corporation’s controls and procedures may fail or be circumvented, which could have a material adverse effect on its business, results of operations, and financial condition. |
| • | | The Corporation’s articles of incorporation and by-laws as well as certain banking laws, may have an anti-takeover effect. |
Other factors not currently anticipated may also materially and adversely affect the Corporation’s results of operations, cash flows and financial position. There can be no assurance that future results will meet expectations. While the Corporation believes that the forward-looking statements in this report are reasonable, the reader should not place undue reliance on any forward-looking statement. In addition, these statements speak only as of the date made. The Corporation does not undertake, and expressly disclaims, any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as may be required by applicable law.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Market Risk Section in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
ITEM 4. CONTROLS AND PROCEDURES
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Management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, has made an evaluation of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15.
During the period covered by the report, there was no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer have concluded, as of the end of the period covered by this report, that the Corporation’s disclosure controls and procedures are effective.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the normal course of business, the Corporation is at all times subject to pending and threatened legal actions, some for which the relief or damages sought are substantial. Although the Corporation is not able to predict the outcome of such actions, after reviewing pending and threatened actions with counsel, Management believes that the outcome of any or all such actions will not have a material adverse effect on the results of operations or shareholders’ equity of the Corporation.
ITEM 1A. RISK FACTORS
There have been no material changes in our risk factors from those disclosed in our 2006 Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Not applicable.
(b) Not applicable.
(c) The following table provides information with respect to purchases the Corporation made of its common shares during the third quarter of the 2007 fiscal year:
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| | | | | | | | | | | | | | | | |
| | | | | | | | | | Total Number of | | | Maximum | |
| | | | | | | | | | Shares Purchased | | | Number of Shares | |
| | | | | | | | | | as Part of Publicly | | | that May Yet Be | |
| | Total Number of | | | Average Price | | | Announced Plans | | | Purchased Under | |
| | Shares Purchased | | | Paid per Share | | | or Programs (1) | | | Plans or Programs | |
| | | | | | | | | | | | | | | | |
Balance as of June 30, 2007 | | | | | | | | | | | | | | | 396,272 | |
| | | | | | | | | | | | | | | | |
July 1, 2007 — July 31, 2007 | | | 14,710 | | | $ | 21.07 | | | | — | | | | 396,272 | |
August 1, 2007 — August 31, 2007 | | | 6,243 | | | | 20.75 | | | | — | | | | 396,272 | |
September 1, 2007 — September 30, 2007 | | | 1,520 | | | | 22.48 | | | | — | | | | 396,272 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
Balance as of September 30, 2007: | | | 22,473 | | | $ | 21.08 | | | | — | | | | 396,272 | |
| | | | | | | | | | | | |
| | |
(1) | | On January 19, 2006, the Board of Directors authorized the repurchase of up to 3 million shares (the “New Repurchase Plan”). The New Repurchase Plan, which has no expiration date, superseded all other repurchase programs, including that authorized by the Board of Directors on July 15, 2004 (the “Prior Repurchase Plan”). The Corporation had purchased all of the shares it was authorized to acquire under the Prior Repurchase Plan. |
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(2) | | 22,473 of these common shares were either: (1) delivered by the option holder with respect to the exercise of stock options; (2) in the case of restricted shares of common stock, shares were withheld to pay income taxes or other tax liabilities with respect to the vesting of restricted shares; or (3) shares were returned upon the resignation of the restricted shareholder. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 5. OTHER INFORMATION
On October 18, 2007, the Board of Directors, acting on the recommendation of the Corporate Governance and Nominating Committee, approved revisions to its Corporate Governance Guidelines (the “Guidelines”). The Guidelines are furnished as Exhibit 99.1 to this report on Form 10‑Q and are also available under the investors tab on the Company’s website,www.firstmerit.com. Information under the heading “IV. Selection of Directors” in the Guidelines provides provisions applicable to the recommendation or nomination of director candidates.
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ITEM 6. EXHIBITS
| | |
Exhibit | | |
Number | | |
| | |
3.1 | | Second Amended and Restated Articles of Incorporation of FirstMerit Corporation (incorporated by reference to Exhibit 3.1 to the Corporation’s Form 10‑Q for the period ending June 30, 2007). |
| | |
3.2 | | Second Amended and Restated Code of Regulations of FirstMerit Corporation (incorporated by reference to Exhibit 3.2 to the Corporation’s Form 10‑Q for the period ending June 30, 2007). |
| | |
31.1 | | Rule 13a-14(a)/Section 302 Certification of Paul G. Greig, Chief Executive Officer of FirstMerit Corporation (filed herewith). |
| | |
31.2 | | Rule 13a-14(a)/Section 302 Certification of Terrence E. Bichsel, Executive Vice President and Chief Financial Officer of FirstMerit Corporation (filed herewith). |
| | |
32.1 | | Rule 13a-14(b)/Section 906 Certifications of Paul G. Greig, Chief Executive Officer of FirstMerit Corporation, and Terrence E. Bichsel, Executive Vice President and Chief Financial Officer of FirstMerit Corporation (filed herewith). |
| | |
99.1 | | FirstMerit Corporation Corporate Governance Guidelines (filed herewith). |
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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 (duly authorized officer of registrant and principal financial officer) | |
|
Date: November 2, 2007
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