UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY PERIOD ENDED March 31, 2002
Commission File Number: 000-33243
HUNTINGTON PREFERRED CAPITAL, INC.
OHIO 31-1356967
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
41 SOUTH HIGH STREET, COLUMBUS, OHIO 43287
Registrant's telephone number (614) 480-8300
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 and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
======= =======
All common stock is held by affiliates of the registrant as of March 31, 2002.
As of April 30, 2002, 14,000,000 shares of common stock without par value were
outstanding.
HUNTINGTON PREFERRED CAPITAL, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - Restated
March 31, 2002 and 2001, and December 31, 2001 3
Consolidated Statements of Income - Restated
For the three months ended March 31, 2002 and 2001 4
Consolidated Statements of Changes in Shareholders'
Equity - Restated
For the three months ended March 31, 2002 and 2001 5
Consolidated Statements of Cash Flows - Restated
For the three months ended March 31, 2002 and 2001 6
Notes to Unaudited Consolidated Financial Statements - Restated 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures about Market Risk 21
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 22
Signatures 23
2
PART I. FINANCIAL INFORMATION
Financial Statements
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CONSOLIDATED BALANCE SHEETS -- RESTATED
- ----------------------------------------------------------------------------------------------------------------------------------
MARCH 31, DECEMBER 31, MARCH 31,
(in thousands of dollars, except share data) 2002 2001 2001
- ----------------------------------------------------------------------------------------------------------------------------------
(Unaudited) (Unaudited)
(Restated) (Restated) (Restated)
ASSETS
Cash and due from The Huntington National Bank $ 38,287 $ --- $ ---
Interest bearing deposits with The Huntington National Bank 653,245 364,912 328,099
Due from Huntington Preferred Capital Holdings, Inc. 71,107 293,809 230,465
Loan participation interests
Commercial 557,975 646,509 588,490
Consumer 723,278 783,735 1,034,921
Residential mortgage 229,228 270,671 771,511
Commercial mortgage 3,831,498 3,678,061 4,125,879
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5,341,979 5,378,976 6,520,801
Less allowance for loan losses 171,007 175,690 98,046
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Net loan participation interests 5,170,972 5,203,286 6,422,755
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Premises and equipment 42,782 44,641 793
Accrued income and other assets 43,538 42,111 55,057
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TOTAL ASSETS $6,019,931 $5,948,759 $7,037,169
===================================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable and other liabilities $ 5,898 $ 31 $ ---
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Total Liabilities 5,898 31 ---
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SHAREHOLDERS' EQUITY
Preferred stock, Class A, 8.000% noncumulative, non- exchangeable; $1,000
par and liquidation value per share;
1,000 shares authorized, issued and outstanding 1,000 1,000 1,000
Preferred stock, Class B, variable-rate noncumulative and
conditionally exchangeable; $1,000 par and liquidation
value per share; authorized 500,000 shares; 400,000
shares issued and outstanding 400,000 400,000 400,000
Preferred stock, Class C, 7.875% noncumulative and
conditionally exchangeable; $25 par and liquidation
value; authorized 2,000,000 shares; 2,000,000; 2,000,000; and
no shares issued and outstanding, respectively 50,000 50,000 ---
Preferred stock, Class D, variable-rate noncumulative and
conditionally exchangeable; $25 par and liquidation
value; authorized 14,000,000 shares; 14,000,000; 14,000,000;
and no shares issued and outstanding, respectively 350,000 350,000 ---
Preferred stock, $25 par value, 10,000,000 shares
authorized; no shares issued or outstanding --- --- ---
Common stock - without par value; 14,000,000; 14,000,000;
and 750 shares authorized, issued, and outstanding, respectively 5,082,511 5,082,511 6,345,821
Retained earnings 130,522 65,217 290,348
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Total Shareholders' Equity 6,014,033 5,948,728 7,037,169
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $6,019,931 $5,948,759 $7,037,169
==================================================================================================================================
See notes to unaudited consolidated financial statements.
3
CONSOLIDATED STATEMENTS OF INCOME -- RESTATED
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THREE MONTHS ENDED
MARCH 31,
- -----------------------------------------------------------------------------------------------------------------------------------
(in thousands of dollars) 2002 2001
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(Unaudited) (Unaudited)
(Restated) (Restated)
Interest and fee income
Interest on loan participation interests
Commercial $ 7,309 $ 11,962
Consumer 20,044 23,127
Residential mortgage 4,560 9,272
Commercial mortgage 53,880 82,376
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85,793 126,737
Fees from loan participation interests 2,441 1,729
Interest bearing deposits with The Huntington
National Bank 1,878 12,270
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TOTAL INTEREST AND FEE INCOME 90,112 140,736
- -----------------------------------------------------------------------------------------------------------------------------------
Provision for loan losses 16,839 3,927
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NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 73,273 136,809
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Non-interest income 1,535 14
Non-interest expense 3,639 2,031
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INCOME BEFORE INCOME TAXES 71,169 134,792
Income taxes (117) ---
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NET INCOME BEFORE PREFERRED DIVIDENDS 71,286 134,792
DIVIDENDS ON PREFERRED STOCK 5,982 ---
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NET INCOME APPLICABLE TO COMMON SHARES $ 65,304 $ 134,792
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See notes to unaudited consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY -- RESTATED
- -----------------------------------------------------------------------------------------------------------------------------------
PREFERRED, CLASS A PREFERRED, CLASS B PREFERRED, CLASS C
--------------------- -------------------------- -----------------------
(in thousands) SHARES STOCK SHARES STOCK SHARES STOCK
- -----------------------------------------------------------------------------------------------------------------------------------
Three Months Ended March 31, 2001:
Balance, beginning of period 1 $ 1,000 400 $ 400,000 --- $ ---
Comprehensive Income:
Net income
Total comprehensive income
Paid in capital in excess of par value in consideration
for the acquisition of loan participations, net
- -----------------------------------------------------------------------------------------------------------------------------------
Balance, end of period (Unaudited) 1 $ 1,000 400 $ 400,000 --- $ ---
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THREE MONTHS ENDED MARCH 31, 2002:
BALANCE, BEGINNING OF PERIOD 1 $ 1,000 400 $ 400,000 2,000 $ 50,000
COMPREHENSIVE INCOME:
NET INCOME
TOTAL COMPREHENSIVE INCOME
DIVIDENDS DECLARED ON CLASS A PREFERRED STOCK
DIVIDENDS DECLARED ON CLASS B PREFERRED STOCK
DIVIDENDS DECLARED ON CLASS C PREFERRED STOCK
DIVIDENDS DECLARED ON CLASS D PREFERRED STOCK
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE, END OF PERIOD (UNAUDITED) 1 $ 1,000 400 $ 400,000 2,000 $ 50,000
- -----------------------------------------------------------------------------------------------------------------------------------
PREFERRED, CLASS D PREFERRED
------------------------------- ------------------------------
(in thousands) SHARES STOCK SHARES STOCK
- -----------------------------------------------------------------------------------------------------------------------------
Three Months Ended March 31, 2001:
Balance, beginning of period --- $ --- --- $ ---
Comprehensive Income:
Net income
Total comprehensive income
Paid in capital in excess of par value in consideration
for the acquisition of loan participations, net
- -----------------------------------------------------------------------------------------------------------------------------
Balance, end of period (Unaudited) --- $ --- --- $ ---
- -----------------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED MARCH 31, 2002:
BALANCE, BEGINNING OF PERIOD 14,000 $350,000 --- $ ---
COMPREHENSIVE INCOME:
NET INCOME
TOTAL COMPREHENSIVE INCOME
DIVIDENDS DECLARED ON CLASS A PREFERRED STOCK
DIVIDENDS DECLARED ON CLASS B PREFERRED STOCK
DIVIDENDS DECLARED ON CLASS C PREFERRED STOCK
DIVIDENDS DECLARED ON CLASS D PREFERRED STOCK
- -----------------------------------------------------------------------------------------------------------------------------
BALANCE, END OF PERIOD (UNAUDITED) 14,000 $350,000 --- $ ---
- -----------------------------------------------------------------------------------------------------------------------------
COMMON
------------------------------------ RETAINED
(in thousands) SHARES STOCK EARNINGS TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
(Restated) (Restated)
Three Months Ended March 31, 2001:
Balance, beginning of period 1 $ 6,341,717 $155,556 $ 6,898,273
Comprehensive Income:
Net income 134,792 134,792
-----------------
Total comprehensive income 134,792
-----------------
Paid in capital in excess of par value in consideration
for the acquisition of loan participations, net 4,104 4,104
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, end of period (Unaudited) 1 $ 6,345,821 $290,348 $ 7,037,169
- ------------------------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED MARCH 31, 2002:
BALANCE, BEGINNING OF PERIOD 14,000 $ 5,082,511 $ 65,217 $ 5,948,728
COMPREHENSIVE INCOME:
NET INCOME 71,286 71,286
-----------------
TOTAL COMPREHENSIVE INCOME 71,286
-----------------
DIVIDENDS DECLARED ON CLASS A PREFERRED STOCK (80) (80)
DIVIDENDS DECLARED ON CLASS B PREFERRED STOCK (1,864) (1,864)
DIVIDENDS DECLARED ON CLASS C PREFERRED STOCK (985) (985)
DIVIDENDS DECLARED ON CLASS D PREFERRED STOCK (3,052) (3,052)
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, END OF PERIOD (UNAUDITED) 14,000 $ 5,082,511 $130,522 $ 6,014,033
- ------------------------------------------------------------------------------------------------------------------------------------
See notes to unaudited consolidated financial statements.
5
CONSOLIDATED STATEMENTS OF CASH FLOWS -- RESTATED
- ------------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED
MARCH 31,
- ------------------------------------------------------------------------------------------------------------------------
(in thousands of dollars) 2002 2001
- ------------------------------------------------------------------------------------------------------------------------
(Unaudited) (Unaudited)
(Restated) (Restated)
OPERATING ACTIVITIES
Net Income $ 71,286 $134,792
Adjustments to reconcile net income to net cash
provided by operating activities
Provision for loan losses 16,839 3,927
Depreciation 1,859 4
Decrease (increase) in Due from/to Huntington Preferred Capital
Holdings, Inc. and The Huntington National Bank 222,702 (5,914)
Net increase in accrued interest and other assets / accounts
payable and other liabilities (73,721) (122,159)
- ------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 238,965 10,650
- ------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
(Increase) decrease in interest bearing deposits in banks (288,333) 490,773
Participation interests acquired (966,074) (2,204,272)
Sales and repayments on loans underlying participation interests 1,053,729 1,642,243
Purchase of premises and equipment --- (797)
- ------------------------------------------------------------------------------------------------------------------------
NET CASH USED FOR INVESTING ACTIVITIES (200,678) (72,053)
- ------------------------------------------------------------------------------------------------------------------------
CHANGE IN CASH AND DUE FROM BANKS 38,287 (61,403)
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD --- 61,403
- ------------------------------------------------------------------------------------------------------------------------
CASH AND DUE FROM BANKS AT END OF PERIOD $ 38,287 $ ---
- ------------------------------------------------------------------------------------------------------------------------
Supplemental information:
Net capital contributions from common
stockholder in the form of participation
interests in loans $ --- $ 4,104
Dividends declared, not paid, on preferred stock 5,981 ---
Income taxes paid --- ---
Interest paid --- ---
See notes to unaudited financial statements.
6
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- Restated
NOTE 1 - ORGANIZATION
Huntington Preferred Capital, Inc. (HPCI or "the Company") is a real estate
investment trust (REIT) organized under Ohio law in 1992. HPCI is a subsidiary
of Huntington Preferred Capital Holdings, Inc. (Holdings), an Indiana
corporation. Holdings is a subsidiary of The Huntington National Bank (the
Bank), a national banking association organized under the laws of the United
States and headquartered in Columbus, Ohio. The Bank is a wholly owned
subsidiary of Huntington Bancshares Incorporated (Huntington), a Maryland
corporation also headquartered in Columbus, Ohio. HPCI has one subsidiary,
HPCLI, Inc. (HPCLI).
NOTE 2 - BASIS OF PRESENTATION
The unaudited interim consolidated financial statements reflect all
adjustments, consisting of normal and/or recurring accruals, which are, in the
opinion of management, necessary for a fair presentation of the consolidated
financial position, the results of operations, and cash flows for the periods
presented. These unaudited consolidated financial statements have been prepared
according to the rules and regulations of the Securities and Exchange Commission
and, therefore, certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States (GAAP) have been omitted. The Notes to
the Consolidated Financial Statements -- Restated appearing in HPCI's 2001
amended Annual Report on Form 10-K/A (2001 Annual Report), which include
descriptions of significant accounting policies, should be read in conjunction
with these interim financial statements.
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect amounts reported in the
financial statements. Actual results could differ from those estimates.
NOTE 3 - LOAN PARTICIPATION INTERESTS
Participation interests in loans, which are predominantly secured by real
estate, are generally acquired from the Bank by Holdings at the Bank's carrying
value, which is the principal amount outstanding plus accrued interest, net of
unearned income, if any, less an allowance for loan losses. Similarly,
participation interests in loans are generally acquired from Holdings by HPCI at
Holdings' carrying value. There are no underlying loans outstanding which would
be considered a concentration of lending in any particular industry, group of
industries, or business activity. Underlying loans are, however, concentrated in
the Bank's primary markets of Ohio, Michigan, Indiana, and Kentucky and comprise
96.0% of the portfolio at March 31, 2002.
In July 2001, Huntington announced a comprehensive strategic and financial
restructuring plan, which included divesting its Florida retail and corporate
banking businesses. In September 2001, Huntington announced that it entered into
an agreement to sell its Florida operations to SunTrust Banks, Inc. (SunTrust).
In December 2001, HPCI distributed participation interests in Florida-related
loans to its common shareholders, Holdings and Huntington. This distribution
approximated $1.3 billion and consisted of cash and the net book value of
participation interests in loans, net of $18.6 million of Allowance for loan
losses (ALL), which were included in the sale to SunTrust, including the related
accrued interest. This distribution represented approximately 17% of HPCI's
total assets as of December 31, 2001. The sale by Huntington closed in February
2002.
7
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- Restated (Continued)
NOTE 4 - ALLOWANCE FOR LOAN LOSSES
An allowance for loan losses is transferred to HPCI from the Bank through
Holdings on loans underlying the participations at the time the participations
are acquired. The allowance for loan losses reflects HPCI management's judgment
as to the level considered appropriate to absorb inherent losses in the loan
participation portfolio.
The following table sets forth a summary of the transactions in the
allowance for loan losses for the periods indicated:
- -----------------------------------------------------------------------------
THREE MONTHS ENDED
MARCH 31,
- -----------------------------------------------------------------------------
(in thousands of dollars) 2002 2001
- -----------------------------------------------------------------------------
BALANCE, BEGINNING OF PERIOD $ 175,690 $91,826
Allowance of loan participations acquired, net 6,561 6,591
Net loan losses (28,083) (4,298)
Provision for loan losses 16,839 3,927
- -----------------------------------------------------------------------------
BALANCE, END OF PERIOD $ 171,007 $98,046
- -----------------------------------------------------------------------------
An allowance for loan losses (ALL) is transferred to HPCI from the Bank
through Holdings on loans underlying the participations at the time the
participations are acquired. Prior to the fourth quarter of 2001, HPCI
transferred a portion of the ALL related to loan paydowns and other similar
transactions underlying the participation interests back to the Bank.
Subsequently, with concerns over the general economy and the deteriorating
credit quality in the loan participation portfolio, HPCI ceased transferring the
allowance for such transactions.
NOTE 5 - ISSUANCE OF PREFERRED SECURITIES
In October 2001, HPCI created three new classes of preferred securities,
Class C and Class D preferred securities and blank check preferred securities.
HPCI issued the Class C and D preferred securities in October 2001 to Holdings
and received a capital contribution and $452.6 million of participation
interests in performing and non-performing commercial loans, including
commercial real estate loans, and consumer loans, with $86.5 million of specific
loan loss reserves, $45.4 million of leasehold improvements, and $3.5 million of
accrued interest that Holdings had acquired from the Bank. The underlying
consumer loans included a combination of automobile, truck, and equipment loans.
The company transferred the leasehold improvements to HPCLI in exchange for its
common shares. Holdings then sold the Class C preferred securities to the public
in November 2001 for cash consideration of $25 per share totaling $50 million.
HPCI did not receive any of Holdings' proceeds from the sale of the securities.
NOTE 6 - DIVIDENDS AND STOCK SPLIT
Holders of Class A preferred securities are entitled to receive, if, when
and as authorized and declared by the Board of Directors of HPCI out of funds
legally available, dividends at a rate of $80.00 per share per annum of the
initial liquidation preference ($1,000.00 per share). Dividends on the Class A
preferred securities, if authorized and declared, are payable annually in
December to holders of record on the respective record dates fixed for such
purpose by the Board of Directors in advance of payment. Dividends were declared
and set apart for payment in December 2002 to the holders of the Class A
preferred securities in the first quarter ended March 31, 2002.
The holder of the Class B preferred securities, HPC Holdings-II, Inc., is
entitled to receive dividends at a variable rate based on the three-month LIBOR
published on the first day of each calendar quarter. Dividends on the Class B
preferred securities are declared quarterly and payable annually and are
non-cumulative. The Board of Directors may declare dividends on Class B
preferred securities and may set apart funds for payment of dividends at the
time of declaration. Any dividend when and if declared by the Board of Directors
out of funds legally available shall be payable annually on a date fixed by the
Board of Directors. No dividend, except payable in common shares, shall be
declared or paid upon Class B
8
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- Restated (Continued)
preferred securities unless dividend obligations are satisfied on the Class A
preferred securities. The Board of Directors of HPCI declared a quarterly
dividend of $1.9 million in March 2002 based on a LIBOR rate of 2.04%. No
dividends were declared or paid for the same period in the prior year.
For the Class C preferred securities, dividends are payable if, when, and
as declared by the Board of Directors of HPCI. If declared, dividends are
payable quarterly. Dividends accrue in each quarterly period from the first day
of each period, whether or not dividends are paid with respect to the preceding
period. Dividends are not cumulative and if no dividend is paid on the Class C
preferred securities for a quarterly dividend period, the payment of dividends
(1) on HPCI's common stock and (2) on other HPCI-issued securities ranking
junior to the Class C preferred securities (Class B preferred securities and
common stock) will be prohibited for that period and at least the following
three quarterly dividend periods. In March 2002, the Board of Directors declared
a quarterly dividend of $984,375 for Class C preferred securities based on the
fixed rate of 7.875%. The dividends were paid April 1, 2002.
For the Class D preferred securities, dividends are established at the
beginning of each calendar quarter at a variable rate equal to LIBOR plus
1.625%. Dividends on the Class D preferred securities are paid quarterly when
declared. Dividends are not cumulative and if full dividends are not paid on the
Class D preferred securities for a quarterly dividend period, the payment of
dividends on the common shares or other shares ranking junior to the Class D
preferred securities will be prohibited for that period and at least the
following three quarterly dividend periods. Dividends of $3.1 million were
declared in the first quarter of 2002 by the Board of Directors. The dividends
were paid April 1, 2002.
In April 2001, the Board of Directors declared a 18,666.67-for-1 stock
split on its common stock outstanding. The result of the transaction increased
the number of authorized, issued, and outstanding common shares from 750 to 14
million.
NOTE 7 - RELATED PARTY TRANSACTIONS
HPCI holds a 100% subparticipation interest in Holding's 99% participation
interest in loans originated by the Bank and its subsidiaries. The participation
and subparticipation interests are in commercial, commercial mortgage,
residential real estate, and consumer loans secured by real property that were
either directly underwritten by the Bank and its subsidiaries or acquired by the
Bank. HPCI expects to continue to purchase such interests, net of ALL, in the
future from Holdings.
Under HPCI's subparticipation agreement and Holdings' participation
agreement with the Bank, the Bank performs the servicing of the commercial,
commercial mortgage, residential mortgage, and consumer loans underlying the
participations held by HPCI in accordance with normal industry practice. The
servicing fee the Bank charges is 0.125% per year of the outstanding principal
balances of the commercial, commercial mortgage, and consumer loans underlying
the participation interests and 0.282% per year of the interest income collected
on the underlying residential mortgages. Servicing fee expense paid to the Bank
totaled $1.7 million and $2.0 million for the three months ended March 31, 2002
and 2001, respectively. In its capacity as servicer, the Bank collects and holds
the commercial and mortgage loan payments received on behalf of HPCI until the
end of each month. At month end, the payments are transferred to HPCI and
accordingly, HPCI does not reflect any receivables for payments from the Bank in
the accompanying unaudited consolidated financial statements.
HPCI, Huntington, and Holdings share personnel with the Bank to handle
day-to-day operations of the company such as accounting, financial analysis, tax
reporting, and other administrative functions. On a monthly basis, HPCI
reimburses the Bank for the cost related to the time spent by employees for
9
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- Restated (Continued)
performing these functions. The personnel costs were $40,000 for each of the
three months ended March 31, 2002 and 2001.
In February 2001, Huntington purchased 18,667 shares of the 14 million
outstanding common shares of HPCI from Holdings (after adjusting for the April
2001 18,666.67-for-1 stock split). For all previous periods presented in the
unaudited consolidated financial statements, Holdings was the owner of 100% of
the outstanding common stock of HPCI.
Of the outstanding shares of Class A preferred securities, 89.5% are owned
by Holdings while present and past employees of Huntington and its subsidiaries
own 10.5%. The Class A preferred securities are non-voting and have a dividend
rate of $80.00 per share per year. All of the Class B preferred securities are
owned by HPC Holdings-II, Inc., a non-bank subsidiary of Huntington. The Class B
preferred securities have a variable dividend rate based on LIBOR, which is
determined quarterly. In 2001, the Class C preferred securities were issued to
Holdings in exchange for certain assets and Holdings sold them to the public in
an underwritten offering. Various board members and executive officers of HPCI
purchased some of these shares in the offering or in the open market. At
December 31, 2001, a total of 3,700 shares, or 0.185%, were beneficially owned
by the group as a whole. All of the Class D preferred securities are owned by
Holdings for possible sale to the public in the future.
HPCI's premises and equipment were acquired from the Bank through Holdings
in 2000 and 2001. Leasehold improvements were subsequently contributed to HPCLI
for its common shares. HPCLI charges rent to the Bank for use of applicable
facilities by the Bank. The amount of rental income received by HPCLI during the
first quarter of 2002 was $1.5 million and is reflected as the only component of
non-interest income in the consolidated statements of income.
HPCI has a receivable due from Holdings amounting to $71.1 million and
$230.5 million at March 31, 2002 and 2001, respectively. These balances
represent unsettled cash transactions involving its participation interests that
occur in the ordinary course of business.
HPCI maintains and transacts all of its cash activity through a
non-interest bearing demand deposit account with the Bank. In addition, HPCI
invests available funds in Eurodollar deposits with the Bank for a term of not
more than 30 days. These amounts were on deposit with the Bank:
- ----------------------------------------------------------
AT MARCH 31,
-----------------------------
(in thousands of dollars) 2002 2001
- ----------------------------------------------------------
Non-interest bearing $ 38,287 $ ---
Interest bearing 653,245 328,099
- ----------------------------------------------------------
Total deposits with the Bank $ 691,532 $ 328,099
- ----------------------------------------------------------
NOTE 8 - COMMITMENTS AND CONTINGENCIES
The Bank is eligible to obtain advances from various federal and
government-sponsored agencies such as the Federal Home Loan Bank of Cincinnati
(FHLBC). From time to time, HPCI may act as co-borrower or guarantee the Bank's
obligations under such advances and/or pledge all or a portion of its assets in
connection with those advances. Any such borrowing, guarantee, and/or pledge
would rank senior to HPCI's common and preferred securities upon liquidation.
Accordingly, any federal or government-sponsored agencies that make advances to
the Bank where HPCI has acted as co-borrower or guarantor or has pledged its
assets as collateral will have a preference over the holders of HPCI's
securities. At any one time, these advances are not to exceed $1.258 billion in
the aggregate from the FHLBC. HPCI expects that no more than 25% of its assets
will serve as collateral for such advances. HPCI has identified approximately
$700 million of eligible mortgage collateral pledged as security for future
advances from
10
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- Restated (Continued)
the FHLBC. Any such borrowing, guarantee, and/or pledge in connection with the
Bank's advances from federal or government-sponsored agencies will fall within
the definition of Indebtedness and Permitted Indebtedness (as defined in HPCI's
articles of incorporation) and will not require the consent of the holders of
HPCI's common or preferred securities for any such borrowing, guarantee, and/or
pledge. At March 31, 2002, the Bank had no borrowings under this facility with
the FHLBC, however, there was a standby letter of credit outstanding in the
amount of $10.1 million that has not been drawn upon.
NOTE 9 - RESTATEMENT OF OPERATING RESULTS AND FINANCIAL CONDITION
On August 19, 2002, HPCI restated its consolidated financial statements for
the first quarter of 2002, and the years 2001, 2000, and 1999. A discrepancy was
discovered and corrected in the systems and methodology used to allocate
interest income, fees, expenses, loan losses, and related provision expense
between the Bank and HPCI. Specifically, the system allocating this financial
information between the Bank and HPCI was modified in October 1999 to determine
such allocations as of the third business day before the end of each month. This
change was made to facilitate a more timely closing of HPCI's books. The
unintended result was that certain interest income, fees, charge-offs, and
related provision expense from that date through the end of the month were
incorrectly not reported in HPCI's financial results, beginning in the fourth
quarter of 1999 through the first quarter of 2002. Since HPCI and the Bank are
fully consolidated subsidiaries of Huntington and the impact of all
inter-company allocations was properly eliminated in preparing the Huntington
financial statements, this restatement had no impact on Huntington's previously
reported consolidated results of operations or financial condition. The
following table reflects the previously reported amounts and the restated
results by financial statement line in HPCI's balance sheets at March 31, 2002
and 2001, and December 31, 2001, and income statements for the three months
ended March 31, 2002 and 2001:
- -----------------------------------------------------------------------------------------------------------------------------------
MARCH 31, 2002 DECEMBER 31, 2001 MARCH 31, 2001
-------------------------------- -------------------------------- ------------------------------
PREVIOUSLY PREVIOUSLY PREVIOUSLY
(in thousands of dollars) REPORTED RESTATED REPORTED RESTATED REPORTED RESTATED
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET:
Due from Holdings and the
Bank $ 3,115 $ 71,107 $ 217,592 $ 293,809 $ 159,186 $ 230,465
Allowance for Loan Losses 160,007 171,007 164,690 175,690 98,046 98,046
Net loan participation interests 5,181,972 5,170,972 5,214,286 5,203,286 6,422,755 6,422,755
Total Assets 5,962,939 6,019,931 5,883,542 5,948,759 6,965,890 7,037,169
Retained earnings 73,530 130,522 --- 65,217 219,069 290,348
Total shareholders' equity 5,957,041 6,014,033 5,883,511 5,948,728 6,965,890 7,037,169
Total Liabilities and
Shareholders' Equity 5,962,939 6,019,931 5,883,542 5,948,759 6,965,890 7,037,169
- -----------------------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 2002 MARCH 31, 2001
-------------------------------- --------------------------------
PREVIOUSLY PREVIOUSLY
(in thousands of dollars) REPORTED RESTATED REPORTED RESTATED
- ---------------------------------------------------------------------------------------------------
INCOME STATEMENT:
Interest and fee income $ 81,498 $ 90,112 $ 130,179 $ 140,736
Provision for loan losses --- 16,839 --- 3,927
Income before income taxes 79,394 71,169 128,162 134,792
Net income before preferred
dividends 79,511 71,286 128,162 134,792
Net income applicable to
common shareholders 73,530 65,304 128,162 134,792
OTHER INFORMATION:
Net charge-offs $ 11,244 $ 28,083 $ 2,890 $ 4,298
11
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- Restated (Continued)
NOTE 10 - SEGMENT REPORTING
HPCI's operations consist of acquiring, holding, and managing its
participation interests. Accordingly, HPCI only operates in one segment. HPCI
has no external customers and transacts all of its business with the Bank
through Holdings.
12
ITEM 2. MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
Huntington Preferred Capital, Inc. (HPCI or "the Company") is an Ohio
corporation that was incorporated in July 1992 under the name Airbase Realty,
Inc. The company changed its name to Huntington Preferred Capital, Inc. in May
2001. HPCI's principal business objective is to acquire, hold, and manage
mortgage assets and other authorized investments that will generate net income
for distribution to its shareholders. Since May 1998, the company has been
operating as a REIT, for federal income tax purposes.
HPCI is a subsidiary of Holdings, which is owned by the Bank and
Huntington. All of HPCI's day-to-day activities and the servicing of the loans
underlying its participation interests are administered by the Bank. HPCI has
one wholly-owned subsidiary, HPCLI.
A participation agreement between the Bank and Holdings and a
subparticipation agreement between Holdings and HPCI require the Bank to service
HPCI's loan portfolio in a manner substantially the same as for similar work
performed by the Bank for transactions on its own behalf. HPCI, however, has
retained the right to elect to foreclose on mortgaged properties and the Bank
has agreed to follow any such direction from HPCI in this regard. The Bank also
collects and remits principal and interest payments, maintains perfected
collateral positions, and submits and pursues insurance claims. In addition, the
Bank provides to HPCI accounting and reporting services as required. The Bank is
required to pay all expenses related to the performance of its duties under the
participation and subparticipation agreements. These participation interests
were all acquired from Holdings and Holdings acquired them from the Bank.
FORWARD-LOOKING STATEMENTS
Management's discussion and analysis of financial condition and results
of operations contains forward-looking statements about HPCI, including
descriptions of products or services, plans, or objectives of its management for
future operations, and forecasts of its revenues, earnings, or other measures of
economic performance. Forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts.
By their nature, forward-looking statements are subject to numerous
assumptions, risks, and uncertainties. A number of factors, including but not
limited to, those set forth under the heading "Business Risks" included in Item
1 of HPCI's 2001 amended Annual Report on Form 10-K/A (2001 Annual Report) and
other factors described from time to time in the company's other filings with
the Securities and Exchange Commission, could cause actual conditions, events,
or results to differ significantly from those described in the forward-looking
statements.
Forward-looking statements speak only as of the date they are made.
HPCI does not update forward-looking statements to reflect circumstances or
events that occur after the date the forward-looking statements are made or to
reflect the occurrence of unanticipated events.
The following discussion and analysis, the purpose of which is to
provide investors and others with information that the company's management
believes to be necessary for an understanding of its financial condition,
changes in financial condition, and results of operations, should be read in
conjunction with the financial statements, notes, and other information
contained in this document.
RESTATEMENT OF OPERATING RESULTS AND FINANCIAL CONDITION
HPCI restated its financial results for the first quarter of 2002, and
the years of 2001, 2000, 1999. A discrepancy was discovered and corrected in the
systems and methodology used to allocate interest income, fees, loan losses, and
related provision expense between the Bank and HPCI. Specifically, the system
allocating this financial information between the Bank and HPCI was modified in
October 1999 to determine such allocations as of the third business day before
the end of each month. This change was made to facilitate a more timely closing
of HPCI's books. The unintended result was
13
that certain interest income, fees, charge-offs, and related provision expense
from that date through the end of the month were incorrectly not reported in
HPCI's financial results, beginning in the fourth quarter of 1999 through the
first quarter of 2002. The correction resulted in a cumulative increase of $57.0
million in HPCI's reported net income for the first quarter of 2002, and the
years of 2001, 2000 and 1999, and equity at March 31, 2002. The higher loan
losses were covered by a provision for loan losses and $11 million was added to
the allowance for loan losses (ALL) at the end of 2001. Since HPCI and the Bank
are fully consolidated subsidiaries of Huntington and the impact of all
inter-company allocations was properly eliminated in preparing the Huntington
financial statements, this restatement had no impact on Huntington's previously
reported consolidated results of operations or financial condition.
The methodology for allocating income and expense has been corrected.
HPCI's restated financial information is reflected in management's discussion
and analysis, financial statements, notes, and other information. The following
analysis shows the previously reported results and selected balance sheet
information with corresponding adjustments for interest income, fees, loan
losses, and related provision expense for the three month periods ending
March 31:
2002 2001
- ------------------------------------------------------------------------------------------------------------------------------------
Previously Previously
(in thousands of dollars) Reported Adjustments Restated Reported Adjustments Restated
- ------------------------------------------------------------------------------------------------------------------------------------
Interest income on loan
participations $ 78,036 $ 7,757 $ 85,793 $ 116,525 $ 10,212 $ 126,737
Fees from loan
participations 1,584 857 2,441 1,384 345 1,729
Interest bearing deposits
with banks 1,878 1,878 12,270 12,270
--------- -------- -------- --------- -------- ---------
Total interest and fee
income 81,498 8,614 90,112 130,179 10,557 140,736
Provision for loan losses --- 16,839 16,839 --- 3,927 3,927
Noninterest income 1,535 1,535 14 14
Noninterest expense 3,639 3,639 2,031 2,031
--------- -------- -------- --------- -------- ---------
Income before taxes 79,394 (8,225) 71,169 128,162 6,630 134,792
Income taxes (117) (117) --- ---
--------- -------- -------- --------- -------- ---------
Net Income $ 79,511 $ (8,225) $ 71,286 $ 128,162 $ 6,630 $ 134,792
========= ======== ======== ========= ======== =========
Loan participations ($MM):
Average $ 5,361 $ 5,361 $ 6,040 $ 6,040
Period End 5,342 5,342 6,521 6,521
ALL 160,007 $ 11,000 171,007 98,046 $ --- 98,046
ALL / Loan participations 3.00% 3.20% 1.50% 1.50%
Net Charge-offs (NCOs) 11,244 16,839 28,083 2,890 1,408 4,298
NCOs / Loan participations 0.21% 0.52% 0.05% 0.07%
Nonperforming assets (NPAs) 177,919 177,919 57,790 57,790
ALL / NPAs 89.93% 96.12% 169.66% 169.66%
SIGNIFICANT ACCOUNTING POLICIES
Note 3 to HPCI's consolidated financial statements included in the 2001
Annual Report lists significant accounting policies used in the development and
presentation of its financial statements. This discussion and analysis, the
significant accounting policies, and other financial statement disclosures
identify and address key variables and other qualitative and quantitative
factors that are necessary for an understanding and evaluation of HPCI and its
results of operations.
ISSUANCE OF PREFERRED SECURITIES
In October 2001, HPCI issued to Holdings 2,000,000 shares of Class C
preferred securities and 14,000,000 shares of Class D preferred securities and
received a capital contribution and $452.6 million
14
of gross participation interests in certain loans, $86.5 million of related
specific loan loss reserves, $45.4 million of net leasehold improvements, and
$3.5 million of accrued interest. These participation interests were in
commercial, commercial real estate, and consumer loans. The underlying consumer
loans included a combination of automobile, truck, and equipment loans. HPCI
intends to hold these participation interests as long-term investments.
Approximately 24% of these participation interests were non-performing in
nature. The company transferred the leasehold improvements to HPCLI in exchange
for its common shares. Holdings subsequently sold all of the Class C preferred
securities in an underwritten public offering. HPCI did not receive any of
Holdings' proceeds from the sale.
DISTRIBUTION OF FLORIDA LOAN PARTICIPATION INTERESTS
On July 12, 2001, Huntington announced a comprehensive strategic and
financial restructuring plan, which included, among other things, divesting its
Florida retail and corporate banking businesses. On September 26, 2001,
Huntington announced that it had entered into an agreement to sell its Florida
operations to SunTrust Banks, Inc. (SunTrust). On December 31, 2001, in
anticipation of the sale of the Florida operations by Huntington, which closed
February 15, 2002, HPCI completed its $1.3 billion distribution to common
shareholders, Holdings and Huntington. This distribution consisted of cash and
the net book value of participation interests in loans that were included in the
sale to SunTrust, including the related accrued interest and allowance for loan
losses, representing approximately 17% of HPCI's total assets as of December 31,
2001.
OVERVIEW
HPCI's income is primarily derived from its participation interests in
loans acquired from the Bank through Holdings. Income varies based on the level
of these assets and their relative interest rates. The cash flows from these
assets are used to satisfy HPCI's preferred dividend obligations. The preferred
stock is considered equity and therefore, the dividends are not reflected as
interest expense.
HPCI reported net income before preferred dividends of $71.3 million
for the first quarter of 2002, compared with $134.8 million for the same period
in 2001. Net income available to common shareholders was $65.3 million for the
first quarter of 2002, compared with $134.8 million for the same period in 2001.
At March 31, 2002 and 2001, HPCI had total assets and total equity (including
preferred stock) of $6.0 billion and $7.0 billion, respectively. At the most
recent quarter end, an aggregate of $5.3 billion, or 88.7%, of total assets
consisted of 99% participation interests in loans. Before the allowance for loan
losses, participation interests in commercial and commercial mortgage loans was
$4.4 billion, or 72.9% of total assets, $723.3 million, or 12.0%, in consumer
loans, and $229.2 million, or 3.8%, in residential mortgage loans. The change
from the prior year is due primarily to the distribution of participation
interests in Florida loans.
- -----------------------------------------------------------------------------
AT MARCH 31,
- -----------------------------------------------------------------------------
(in thousands of dollars) 2002 2001
- -----------------------------------------------------------------------------
Gross loan participation interests:
Commercial $ 557,975 $ 588,490
Consumer 723,278 1,034,921
Residential mortgage 229,228 771,511
Commercial mortgage 3,831,498 4,125,879
- -----------------------------------------------------------------------------
Total $ 5,341,979 $ 6,520,801
- -----------------------------------------------------------------------------
Interest-bearing and non-interest bearing cash balances on deposit with
the Bank were $691.5 million at March 31, 2002, up from $364.9 million at
December 31, 2001 and $328.1 million at March 31, 2001. Interest bearing
balances are invested overnight or in Eurodollar deposits with the Bank for a
term of not more than 30 days. Amounts due from Holdings and the Bank at March
31, 2002 declined to $71.1 million from $293.8 million at the most recent year
end and $230.5 million at March 31, 2001.
15
These represent amounts due from or due to Holdings and/or the Bank that arise
in the ordinary course of business for unsettled transactions involving
participation interests, fees, and other related costs.
Shareholders' equity (including preferred stock) was $6.0 billion at
March 31, 2002, down from $7.0 billion at March 31, 2001, reflecting a $1.3
billion distribution of the Florida-related participations at December 31, 2001
and the aggregate dividend payments on the common and preferred securities
during 2001 and the first quarter of 2002 offset by $400 million received from
the issuance of the Class C and D preferred securities in the last quarter of
2001.
RESULTS OF OPERATIONS
INTEREST AND FEE INCOME
HPCI's primary source of revenue is interest and fee income on its
participation interests in loans. At present, HPCI does not have any
interest-bearing liabilities and no related interest expense. HPCI's capital
structure has provided funding for the acquisition of participation interests
and the continued cash flows from these participation interests in loans
provides sufficient funding such that outside borrowings are not required.
Interest income is impacted by changes in the level of interest rates and
earning assets. The yield on earning assets is the percentage of interest income
to average earning assets.
HPCI's average balances, interest and fee income, and yields are
presented below for the three-month periods ended March 31:
- ----------------------------------------------------------------------------------------------------------------------
2002 2001
--------------------------------------- --------------------------------------
AVERAGE AVERAGE
(IN MILLIONS OF DOLLARS) BALANCE INCOME YIELD BALANCE INCOME YIELD
- ----------------------------------------------------------------------------------------------------------------------
Loan participation interests:
Commercial $ 607.1 $ 7.3 4.88 % $ 604.8 $12.0 8.02 %
Consumer 763.3 20.0 10.65 994.5 23.1 9.43
Residential mortgage 256.3 4.6 7.12 446.8 9.3 8.30
Commercial mortgage 3,733.8 53.9 5.85 3,993.8 82.3 8.37
- ----------------------------------------------------------------------------------------------------------------------
Total loan participations 5,360.5 85.8 6.49 6,039.9 126.7 8.50
- ----------------------------------------------------------------------------------------------------------------------
Interest bearing deposits
in banks 423.0 1.9 1.80 901.6 12.3 5.52
Fees from loan participation
interests 2.4 1.7
- ----------------------------------------------------------------------------------------------------------------------
Total $ 5,783.5 $90.1 6.31 % $6,941.5 $140.7 8.22 %
- ----------------------------------------------------------------------------------------------------------------------
Interest and fee income was $90.1 million and $140.7 million for the
three months ended March 31, 2002 and 2001, respectively. The decline in
interest and fee income of $50.6 million was due to the previously mentioned
distribution of Florida-related participations and the reduction of rates on
the remaining portfolio of participation interests. As shown in the table above,
the yield on HPCI's participation interests declined from 8.50% to 6.49%. The
table above includes interest received on participations in non-accrual loans in
the individual portfolios.
The table below shows changes in interest and fee income for the three
month periods ended March 31 due to volume and rate variances for each category
of earning assets. The change in interest and fees not solely due to changes in
volume or rates has been allocated in proportion to the absolute dollar amounts
of the change in volume and rate.
16
- ---------------------------------------------------------------------------------------------------------------------------
2002 2001
- ---------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) From Increase (Decrease) From
Previous Year Due To: Previous Year Due To:
- ---------------------------------------------------------------------------------------------------------------------------
Yield/ Yield/
(in millions of dollars) Volume Rate Total Volume Rate Total
- ---------------------------------------------------------------------------------------------------------------------------
Interest bearing deposits in
The Huntington National Bank $ (4.6) $(5.8) $(10.4) $ 8.3 $ 0.2 $ 8.5
Loan participation interests:
Commercial --- (4.6) (4.6) (3.7) (0.5) (4.2)
Consumer (5.9) 2.8 (3.1) 4.6 1.0 5.6
Residential mortgage (3.6) (1.1) (4.7) (8.3) 2.0 (6.3)
Commercial mortgage (5.1) (22.7) (27.8) 0.5 5.9 6.4
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL EARNING ASSETS (19.2) (31.4) (50.6) 1.4 8.6 10.0
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL INTEREST-BEARING LIABILITIES --- --- --- --- --- ---
- -------------------------------------------------------------------- --------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
INTEREST AND FEE INCOME $(19.2) $(31.4) $ (50.6) $ 1.4 $ 8.6 $ 10.0
- ---------------------------------------------------------------------------------------------------------------------------
PROVISION FOR LOAN LOSSES AND ALLOWANCE FOR LOAN LOSSES
The provision for loan losses is the charge to pre-tax earnings
necessary to maintain the ALL at a level adequate to absorb management's
estimate of inherent losses in the loan portfolio. The provision for loan losses
was $16.8 million and $3.9 million for the first quarters of 2002 and 2001,
respectively.
An ALL is transferred from the Bank to Holdings and from Holdings to
HPCI on loans underlying the participations at the time the participations are
acquired. Prior to the fourth quarter of 2001, HPCI transferred a portion of the
ALL related to loan paydowns and other similar transactions underlying the
participation interests back to the Bank. Subsequently, with concerns over the
general economy and deteriorating credit quality in the loan participation
portfolio, HPCI ceased transferring the allowance for such transactions.
The ALL was $171.0 million at March 31, 2002, down slightly from $175.7
million at December 31, 2001, and up from $98.0 million at the end of the first
quarter a year ago. This represents 3.20%, 3.27%, and 1.50% of total loan
participations at the end of each of the respective periods. The ALL increased
from March of last year because of the acquisition of participation interests in
performing and non-performing loans in the fourth quarter of 2001, offset by the
distribution of the participation interests in Florida-related loans at the end
of 2001. The ALL was down from the recent year-end due to the level of
charge-offs. The ALL covered 96.1% of the participations in non-performing loans
at the end of March 2002, versus 88.9% and 169.7% at December 31, 2001 and March
31, 2001, respectively. Additional information regarding the ALL and asset
quality appears in the "Credit Quality" section. The following table shows the
activity in HPCI's ALL for each of the periods ended March 31,:
- --------------------------------------------------------------------------------
(in thousands of dollars) 2002 2001
- --------------------------------------------------------------------------------
BALANCE, BEGINNING OF PERIOD $ 175,690 $ 91,826
Allowance of loan participations acquired, net 6,561 6,591
Net loan losses
Commercial (14,203) (2,856)
Consumer (7,871) (469)
Residential mortgage --- ---
Commercial mortgage (6,009) (973)
- --------------------------------------------------------------------------------
Total net loan losses (28,083) (4,298)
- --------------------------------------------------------------------------------
Provision for loan losses 16,839 3,927
- --------------------------------------------------------------------------------
BALANCE, END OF PERIOD $ 171,007 $ 98,046
- --------------------------------------------------------------------------------
Total net charge-offs for the first three months of 2002 were $28.1
million, or 2.12% (annualized) of average participation interests, which was up
from $4.3 million, or 0.29%, for the same period a year ago. Although there are
certain indications that general economic conditions are improving, trends in
credit quality and net charge-offs typically lag in their timing to these
changes. HPCI's management believes that the net charge-offs in the near term
could be comparable to the past several quarters, with some improvement
beginning in the latter part of 2002.
17
HPCI, through reliance on methods utilized by Huntington, allocates the
ALL to each loan or loan participation category based on an expected loss ratio
determined by continuous assessment of credit quality based on portfolio risk
characteristics and other relevant factors such as historical performance,
internal controls, and impacts from mergers and acquisitions. For the commercial
and commercial mortgage loan participations, expected loss factors are assigned
by credit grade at the individual underlying loan level. The aggregation of
these factors represents management's estimate of the inherent loss. The portion
of the allowance allocated to the more homogeneous underlying consumer loan
segments is determined by developing expected loss ratios based on the risk
characteristics of the various segments and giving consideration to existing
economic conditions and trends.
Projected loss ratios incorporate factors such as trends in past due
and non-accrual amounts, recent underlying loan loss experience, current
economic conditions, risk characteristics, and concentrations of various
underlying loan categories. Actual loss ratios experienced in the future,
however, could vary from those projected as an underlying loan's performance is
a function of not only economic factors but also other factors unique to each
customer. The diversity in size of the underlying commercial and commercial
mortgage loans can be significant as well. The dollar exposure could
significantly vary from estimated amounts due to diversity. To ensure adequacy
to a higher degree of confidence, a portion of the ALL is considered
unallocated. While amounts are allocated to various portfolio segments, the
total ALL, excluding impairment reserves prescribed under provisions of
Statement of Financial Accounting Standard No. 114, is available to absorb
losses from any segment of the portfolio. The estimated total unallocated
reserves was approximately 16% at March 31, 2002.
NON-INTEREST INCOME AND NON-INTEREST EXPENSE
Non-interest income was $1.5 million for the first quarter of 2002.
This represents rental income received from the Bank related to land and land
improvements, and buildings acquired in 2000, and leasehold improvements
acquired by HPCI in 2001.
Non-interest expense was $3.6 million for the three months ended March
31, 2002 and for the same period in 2001 was $2.0 million. Non-interest expense
includes fees paid to the Bank for servicing the loans underlying the
participation interests, which amounted to $1.7 million and $2.0 million for the
first quarter of 2002 and 2001, respectively. On an annual basis, the service
fee with respect to the commercial mortgage, commercial, and consumer loans is
equal to the outstanding principal balance of each loan multiplied by a fee of
0.125% and the service fee for residential mortgage loans is equal to 0.282% of
the interest income collected. In addition, non-interest expense for the most
recent quarter of 2002 included depreciation on premises and equipment of $1.9
million.
PROVISION FOR INCOME TAXES
HPCI has elected to be treated as a REIT for Federal income tax
purposes and intends to maintain compliance with the provisions of the Code and
therefore is not subject to income taxes. HPCI's subsidiary, HPCLI, elected to
be treated as a taxable REIT subsidiary. HPCLI incurred a net loss for the first
quarter of 2002 and therefore, a credit for income taxes is reflected in the
accompanying consolidated financial statements.
18
INTEREST RATE RISK MANAGEMENT
HPCI's income consists primarily of interest income on participation
interests in commercial, consumer, residential mortgage, and commercial mortgage
loans. If there is a decline in market interest rates, the company may
experience a reduction in interest income on its participation interests and a
corresponding decrease in funds available to be distributed to shareholders. The
reduction in interest income may result from downward adjustments of the indices
upon which the interest rates on variable rate loans are based and from
prepayments of loans with fixed interest rates.
HPCI's interest rate risk is not managed separately as interest rate
risk management at Huntington is conducted on a centralized basis. A key element
used in interest rate risk management is an income simulation model, which
includes, among other things, assumptions for loan prepayments on the existing
portfolio and new loan volumes. Using that model for HPCI as of March 31, 2002,
and assuming no new loan volumes, interest income for the next 12 month period
would be expected to increase by 5.6% if rates rose 200 basis points gradually
and with a parallel shift of the yield curve above the forward rates implied in
the March 31, 2002 yield curve. Interest income would be expected to decline
5.7% in the event of a gradual 200 basis point decline in rates from the forward
rates implied in the March yield curve.
CREDIT QUALITY
HPCI's exposure to credit risk is managed by personnel of the Bank
through its use of consistent underwriting standards that emphasize "in-market"
lending while avoiding highly leveraged transactions as well as excessive
industry and business activity concentrations. The Bank's credit administration
function employs extensive risk management techniques, including forecasting, to
ensure that loans adhere to corporate policy and problem loans are promptly
identified. These procedures provide executive management of the Bank and HPCI
with the information necessary to implement policy adjustments where necessary,
and take corrective actions on a proactive basis. These procedures also include
evaluating the adequacy of the ALL, which includes an analysis of specific
credits and the application of relevant reserve factors that represent relative
risk, based on portfolio trends, current and historic loss experience, and
prevailing economic conditions, to specific portfolio segments.
Non-performing assets (NPAs), consist of participation interests in
underlying loans that are no longer accruing interest. Underlying commercial,
commercial mortgage, and residential mortgage loans are placed on non-accrual
status and stop accruing interest when collection of principal or interest is in
doubt or generally when the underlying loan is 90 days past due. When interest
accruals are suspended, accrued interest income is reversed with current year
accruals charged to earnings and prior year amounts generally charged off as a
credit loss. Consumer loans are not placed on non-accrual status; rather they
are charged off in accordance with regulatory statutes governing the Bank, which
is generally no more than 120 days.
19
- ----------------------------------------------------------------------------------------
NON-PERFORMING ASSETS AT MARCH 31,
- ----------------------------------------------------------------------------------------
(in thousands of dollars) 2002 2001
- ----------------------------------------------------------------------------------------
Participation interests in non-accrual loans
Commercial $ 126,724 $ 21,469
Real Estate
Commercial 42,737 28,873
Residential 8,458 7,448
- ----------------------------------------------------------------------------------------
TOTAL NON-PERFORMING ASSETS $ 177,919 $ 57,790
- ----------------------------------------------------------------------------------------
NON-PERFORMING ASSETS AS A % OF TOTAL
PARTICIPATION INTERESTS 3.33% 0.89%
ALLOWANCE FOR LOAN LOSSES AS A % OF NON-
PERFORMING ASSETS 96.12% 169.66%
Total NPAs were $177.9 million at March 31, 2002, down from $197.6
million at December 31, 2001 but up from $57.8 million at March 31, 2001. As of
the same dates, the underlying non-performing loans represented 3.33%, 3.67%,
and 0.89% of total participation interests. There was a slight improvement in
the level of participation interests in non-performing loans during the recent
three months. HPCI's management believes that NPAs in the near term could be
comparable to the past two quarters, with some improvement beginning in the
latter part of 2002. The increase in NPAs from a year ago was due to the
aforementioned acquisition of participation interests in performing and
non-performing loans in the fourth quarter of 2001. The amount of participation
interests in non-performing Florida-related loans distributed at the end of 2001
approximated $4.6 million.
Underlying loans past due ninety days or more but continuing to accrue
interest were $28.3 million at March 31, 2002, up 15.5% from $24.5 million at
the end of the immediately preceding quarter.
Under the participation and subparticipation agreements, HPCI may
direct the Bank to foreclose on mortgaged properties or dispose of any
underlying loan that becomes classified, is placed in a non-performing status,
or is renegotiated due to the financial deterioration of the borrower. The Bank
has agreed to institute foreclosure proceedings at the direction of HPCI and may
exercise any power of sale contained in any mortgage or deed of trust, obtain a
deed in lieu of foreclosure, or otherwise acquire title to a property underlying
a mortgage loan by operation of law or otherwise in accordance with the terms of
the participation and subparticipation agreement. Any underlying loan is sold to
the Bank at fair market value where the security is either repossessed or goes
into foreclosure proceedings. The Bank then incurs all costs associated with
repossession and foreclosure.
SIGNIFICANT CONCENTRATIONS OF CREDIT RISK
Concentration of credit risk generally arises with respect to HPCI's
participation interests when a number of underlying loans have borrowers engaged
in similar business activities or activities in the same geographical region.
Concentration of credit risk indicates the relative sensitivity of performance
to both positive and negative developments affecting a particular industry.
There are no significant concentrations of underlying loans to borrowers engaged
in similar business activities. HPCI's balance sheet exposure to geographic
concentrations directly affects the credit risk of the underlying loans within
the participation interests. At March 31, 2002, 96.0% of the underlying loans in
all participation interests were located in Ohio, Michigan, Indiana, and
Kentucky. Consequently, the portfolio of underlying loans may experience a
higher default rate in the event of adverse economic, political, or business
developments or natural hazards in these states that may affect the ability of
borrowers to make payments of principal and interest on the underlying loans.
20
LIQUIDITY AND CAPITAL RESOURCES
The objective of HPCI's liquidity management is to ensure the
availability of sufficient cash flows to meet all of its financial commitments
and to capitalize on opportunities for business expansion. In managing
liquidity, management takes into account various legal limitations placed on a
REIT.
HPCI's principal liquidity needs are to pay operating expenses and
dividends and acquire additional participation interests as the underlying loans
in its portfolio paydown or mature. Operating expenses and dividends are
expected to be funded through cash generated by operations, while the
acquisition of additional participation interests in loans is intended to be
funded with the proceeds obtained from repayment of principal balances by
individual borrowers. HPCI intends to pay dividends on its preferred stock and
common stock in amounts necessary to continue to preserve its status as a REIT
under the Internal Revenue Code.
As mentioned previously, HPCI issued to Holdings Class C and D
preferred securities and received a capital contribution and participation
interests in certain loans and leasehold improvements in the fourth quarter of
2001, which approximated $400 million in the aggregate. The company transferred
the leasehold improvements to HPCLI in exchange for its common shares. Holdings
subsequently sold all of the Class C preferred securities in an underwritten
public offering. HPCI did not receive any of Holdings' proceeds from the sale.
On December 31, 2001, HPCI distributed cash and its participation
interests in Florida-related loans to its common shareholders, Holdings and
Huntington, in anticipation of the sale of the Florida operations by Huntington,
which closed on February 15, 2002. This distribution approximated $1.3 billion.
In March 2002, HPCI's board of directors declared dividends on its
preferred securities. HPCI accrued for these dividend obligations to its
preferred security holders and paid dividends on the Class C and D preferred
securities on April 1, 2002. Dividends on the Class A and B preferred securities
were declared and are expected to be paid in December of this year. The amount
of dividends accrued for the first quarter of 2002 on the Class A preferred
securities was $80,000, $1.9 million on the Class B preferred securities,
$984,375 on the Class C preferred securities, and $3.1 million on the Class D
securities.
To the extent that the board of directors determines that additional
funding is required, management may raise such funds through additional equity
offerings, debt financings, or retention of cash flow, or a combination of these
methods. However, any cash flow retention must be consistent with the provisions
of the Internal Revenue Code requiring the distribution by a REIT of at least
90% of its
REIT taxable income, excluding capital gains, and must take into account taxes
that would be imposed on undistributed income. Management does not anticipate
that additional funding will be required for at least the next twelve months.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and qualitative disclosures for the current period are
found beginning on page 19 of this report, which includes changes in market risk
exposures from disclosures presented in HPCI's amended 2001 Annual Report.
21
PART II. OTHER INFORMATION
In accordance with the instructions to Part II, the other specified items in
this part have been omitted because they are not applicable or the information
has been previously reported.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Principal Executive Officer Certification
99.2 Principal Financial Officer Certification
(b) Reports on Form 8-K
(1) During the quarter ended December 31, 2001, HPCI
filed one Current Report on Form 8-K. This report,
dated December 31, 2001, was filed under Item 2,
concerning HPCI's distribution of its participation
interests in Florida-related loans to its common
shareholders.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Huntington Preferred Capital, Inc.
----------------------------------
(Registrant)
Date: August 19, 2002 /s/ Michael J. Mcmennamin
---------------------------
Michael J. McMennamin
President
(principal executive officer)
Date: August 19, 2002 /s/ John D. Van Fleet
-----------------------------------
John D. Van Fleet
Vice President
(principal financial officer)
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