UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly period ended September 30, 2002
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OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number 1-11515
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COMMERCIAL FEDERAL CORPORATION
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(Exact name of registrant as specified in its charter)
Nebraska 47-0658852
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(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification Number)
13220 California Street, Omaha, Nebraska 68154
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(Address of principal executive offices) (Zip Code)
(402) 554-9200
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(Registrant's telephone number, including area code)
Not Applicable
----------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title of Each Class Outstanding at November 8, 2002
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Common Stock, Par Value $.01 Per Share 45,186,095
COMMERCIAL FEDERAL CORPORATION
FORM 10-Q
INDEX
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Part I. Financial Information Page Number
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Item 1. Condensed Financial Statements:
Consolidated Statement of Financial Condition as of
September 30, 2002 and December 31, 2001 3
Consolidated Statement of Operations for the Three and Nine
Months Ended September 30, 2002 and 2001 4-5
Consolidated Statement of Comprehensive Income (Loss) for the
Three and Nine Months Ended September 30, 2002 and 2001 6
Consolidated Statement of Cash Flows for the
Nine Months Ended September 30, 2002 and 2001 7-8
Notes to Consolidated Financial Statements 9-17
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 18-30
Item 3. Quantitative and Qualitative Disclosures About Market Risk 30
Item 4. Controls and Procedures 30
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Part II. Other Information
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Item 6. Exhibits and Reports on Form 8-K 31
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Signatures 32
Certifications 33-34
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2
COMMERCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
PART I. FINANCIAL INFORMATION
Item 1. CONDENSED Financial Statements
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(Dollars in Thousands) September December 31,
ASSETS 2002 2001
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(Unaudited) (Audited)
Cash (including short-term investments of $368 and $590) $ 197,719 $ $ 206,765
Investment securities available for sale, at fair value 1,319,304 1,150,345
Mortgage-backed securities available for sale, at fair value 1,746,689 1,829,728
Loans held for sale, net 777,971 337,050
Loans receivable, net of allowances of $109,493 and $102,359 8,120,979 8,066,375
Federal Home Loan Bank stock 285,112 253,946
Real estate, net 52,293 57,476
Premises and equipment, net 148,762 158,691
Bank owned life insurance 224,849 214,585
Other assets 430,012 435,174
Core value of deposits, net of accumulated amortization of $59,719 and $54,900 23,914 28,733
Goodwill 162,717 162,717
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Total Assets $ 13,490,321 $ 12,901,585
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Liabilities:
Deposits $ 6,163,289 $ 6,396,522
Advances from Federal Home Loan Bank 5,508,180 4,939,056
Other borrowings 615,193 520,213
Other liabilities 457,741 311,140
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Total Liabilities 12,744,403 12,166,931
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Commitments and Contingencies -- --
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Stockholders' Equity:
Preferred stock, $.01 par value; 10,000,000 shares authorized; none issued -- --
Common stock, $.01 par value; 120,000,000 shares authorized;
45,226,837 and 45,974,648 shares issued and outstanding 452 460
Additional paid-in capital 62,020 80,799
Retained earnings 775,566 705,160
Accumulated other comprehensive loss, net (92,120) (51,765)
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Total Stockholders' Equity 745,918 734,654
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Total Liabilities and Stockholders' Equity $ 13,490,321 $ 12,901,585
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See accompanying Notes to Condensed Consolidated Financial Statements.
3
COMMERCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
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(Dollars in Thousands Except Per Share Data) Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2002 2001 2002 2001
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Interest Income:
Loans receivable $ 153,721 $ 170,059 $ 455,797 $ 525,105
Mortgage-backed securities 22,498 27,739 73,162 80,857
Investment securities 19,635 20,116 58,082 56,893
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Total interest income 195,854 217,914 587,041 662,855
Interest Expense:
Deposits 43,766 73,438 137,553 248,679
Advances from Federal Home Loan Bank 63,216 60,716 182,721 174,400
Other borrowings 6,776 5,533 19,422 14,439
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Total interest expense 113,758 139,687 339,696 437,518
Net Interest Income 82,096 78,227 247,345 225,337
Provision for Loan Losses (9,142) (19,800) (21,271) (30,680)
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Net Interest Income After Provision for Loan Losses 72,954 58,427 226,074 194,657
Other Income (Loss):
Retail fees and charges 14,614 13,428 40,935 39,138
Loan servicing fees, net 2,762 4,749 8,417 17,640
Mortgage servicing rights valuation adjustment (34,754) (17,385) (50,832) (23,041)
Gain on sales of securities and changes
in fair values of derivatives, net 19,575 15,438 28,315 22,737
Gain on sales of loans 14,659 3,395 21,636 1,609
Bank owned life insurance 3,735 3,693 11,030 10,993
Real estate operations (1,237) (1,429) (4,828) (3,166)
Other operating income 8,804 7,541 25,200 23,583
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Total other income 28,158 29,430 79,873 89,493
Other Expense (Gain):
General and administrative expenses -
Compensation and benefits 29,060 26,763 85,906 78,474
Occupancy and equipment 9,912 9,331 28,508 28,370
Data processing 4,416 4,398 13,247 13,424
Advertising 3,480 2,793 10,725 7,888
Communication 3,261 3,436 9,490 10,092
Item processing 3,582 4,216 10,665 12,513
Outside services 2,465 2,129 8,430 8,639
Other operating expenses 5,780 7,534 18,110 21,124
Exit costs and termination benefits -- (11,043) -- (13,040)
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Total general and administrative expenses 61,956 49,557 185,081 167,484
Amortization of core value of deposits 1,549 1,692 4,819 5,549
Amortization of goodwill -- 1,980 -- 6,183
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Total other expense 63,505 53,229 189,900 179,216
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Income Before Income Taxes 37,607 34,628 116,047 104,934
Provision for Income Taxes 10,938 10,646 33,862 32,368
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Net Income $ 26,669 $ 23,982 $ 82,185 $ 72,566
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4
COMMERCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS (Continued)
(Unaudited)
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(Dollars in Thousands Except Per Share Data) Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------------- ---------------------------------
2002 2001 2002 2001
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Weighted Average Number of Common Shares
Outstanding Used in Basic Earnings Per Share Calculation 45,276,800 49,692,109 45,325,049 51,119,860
Add Assumed Exercise of Outstanding Stock Options
as Adjustments for Dilutive Securities 514,636 577,275 646,462 482,786
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Weighted Average Number of Common Shares
Outstanding Used in Diluted Earnings Per Share Calculation 45,791,436 50,269,384 45,971,511 51,602,646
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Basic Earnings Per Common Share $ .59 $ .48 $ 1.81 $ 1.42
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Diluted Earnings Per Common Share $ .58 $ .48 $ 1.79 $ 1.41
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Dividends Declared Per Common Share $ .09 $ .08 $ .26 $ .23
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See accompanying Notes to Condensed Consolidated Financial Statements.
5
COMMERCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
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(Dollars in Thousands) Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------- ----------------------
2002 2001 2002 2001
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Net Income $ 26,669 $ 23,982 $ 82,185 $ 72,566
Other Comprehensive Income (Loss):
Unrealized holding gains on securities available for sale 75,714 54,724 112,927 62,024
Fair value adjustment on interest rate swap agreements (109,344) (126,556) (149,784) (124,169)
Fair value change on interest only strips (1,792) (37) (3,410) 547
Reclassification of net losses (gains) included in net income
pertaining to:
Securities sold (11,159) (13,202) (19,708) (22,926)
Amortization of fair value adjustments on interest rate swap agreements 509 509 1,526 1,526
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Other Comprehensive Loss Before Income Taxes (46,072) (84,562) (58,449) (82,998)
Income Tax Benefit (15,835) (29,775) (18,094) (26,132)
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Other Comprehensive Loss (30,237) (54,787) (40,355) (56,866)
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Comprehensive Income (Loss) $ (3,568) $ (30,805) $ 41,830 $ 15,700
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See accompanying Notes to Condensed Consolidated Financial Statements.
6
COMMERCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
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(Dollars in Thousands) Nine Months Ended
September 30,
----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES 2002 2001
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Net income $ 82,185 $ 72,566
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Amortization of core value of deposits 4,819 5,549
Amortization of goodwill - 6,183
Depreciation and amortization 13,981 14,237
Amortization (accretion) of deferred discounts and fees, net of premiums 14,012 (1,301)
Amortization of mortgage servicing rights 20,313 11,963
Valuation adjustment of mortgage servicing rights 50,832 23,041
Provision for losses on loans 21,271 30,680
Gain on sales of real estate and loans, net (22,856) (2,129)
Gain on sales of securities and changes in fair values of derivatives, net (28,315) (22,737)
Gain on sale of branches (876) (15,556)
Proceeds from sales of loans 2,356,937 2,026,843
Origination of loans for resale (713,488) (636,031)
Purchases of loans for resale (2,191,524) (1,582,984)
Increase in bank owned life insurance, net (10,264) (10,387)
Decrease in interest receivable 3,258 11,059
Increase (decrease) in interest payable and other liabilities, net (17,554) 28,184
Other items, net (106,441) (112,889)
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Total adjustments (605,895) (226,275)
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Net cash used by operating activities (523,710) (153,709)
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CASH FLOWS FROM INVESTING ACTIVITIES
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Purchases of loans (805,225) (342,606)
Repayment of loans, net of originations 844,571 492,947
Proceeds from sales of mortgage-backed securities available for sale 18,147 102,131
Principal repayments of mortgage-backed securities available for sale 720,620 446,592
Purchases of mortgage-backed securities available for sale (591,352) (760,598)
Maturities and principal repayments of investment securities available for sale 23,261 112,259
Proceeds from sales of investment securities available for sale 902,657 840,589
Purchases of investment securities available for sale (1,002,629) (1,216,306)
Purchases of Federal Home Loan Bank stock (43,091) (57,049)
Proceeds from sales of Federal Home Loan Bank stock 11,925 69,739
Divestiture of branches, net (23,673) (191,340)
Proceeds from sales of real estate 28,289 16,440
Payments to acquire real estate (2,383) (782)
Dispositions (purchases) of premises and equipment, net (4,132) 8,286
Other items, net (3,464) (2,868)
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Net cash provided (used) by investing activities 73,521 (482,566)
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7
COMMERCIAL FEDERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
(Unaudited)
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(Dollars in Thousands) Nine Months Ended
September 30,
---------------------------
CASH FLOWS FROM FINANCING ACTIVITIES 2002 2001
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Decrease in deposits $ (207,943) $ (660,853)
Proceeds from Federal Home Loan Bank advances 950,325 1,404,100
Repayments of Federal Home Loan Bank advances (330,800) (241,050)
Proceeds from securities sold under agreements to repurchase 215,415 145,790
Repayments of securities sold under agreements to repurchase (16,570) (46,128)
Proceeds from issuance of other borrowings -- 154,995
Repayments of other borrowings (103,865) (15,438)
Purchases of swaption agreements (34,337) --
Payments of cash dividends on common stock (11,379) (11,395)
Repurchases of common stock (24,602) (127,729)
Issuance of common stock 4,899 4,523
Other items, net -- 5
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Net cash provided by financing activities 441,143 606,820
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CASH AND CASH EQUIVALENTS
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Decrease in net cash position (9,046) (29,455)
Balance, beginning of year 206,765 192,358
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Balance, end of period $ 197,719 $ 162,903
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
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Cash paid during the period for:
Interest expense $ 334,615 $ 447,070
Income taxes, net 37,432 1,041
Non-cash investing and financing activities:
Loans exchanged for mortgage-backed securities 55,685 32,975
Loans transferred to real estate 20,455 39,749
Loans to facilitate the sale of real estate -- 180
Common stock received in connection with employee stock option plan, net (111) (114)
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See accompanying Notes to Condensed Consolidated Financial Statements.
8
COMMERCIAL FEDERAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002
(Unaudited)
(Columnar Dollars in Footnotes are in Thousands Except Per Share Amounts)
--------------------------------------------------------------------------------
A. BASIS OF CONSOLIDATION AND PRESENTATION:
The unaudited consolidated financial statements are prepared on an accrual basis
and include the accounts of Commercial Federal Corporation (the "Corporation"),
its wholly-owned subsidiary, Commercial Federal Bank, a Federal Savings Bank
(the "Bank"), and all majority-owned subsidiaries of the Corporation and Bank.
All significant intercompany balances and transactions have been eliminated.
Certain amounts in the prior year periods have been reclassified for comparative
purposes.
The accompanying interim consolidated financial statements have not been audited
by independent auditors. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary to fairly
present the financial statements have been included. The consolidated financial
statements should be read in conjunction with the audited financial statements
and notes thereto included in the Corporation's Annual Report on Form 10-K for
the year ended December 31, 2001. The results of operations for the three and
nine months ended September 30, 2002, are not necessarily indicative of the
results which may be expected for the entire calendar year 2002.
B. IMPLEMENTATION OF SFAS NO. 142 - "GOODWILL AND OTHER INTANGIBLE ASSETS:"
Effective January 1, 2002, the Corporation adopted the provisions of Statement
of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets"
("SFAS No. 142") which superceded APB Opinion No. 17 "Intangible Assets." The
provisions of SFAS No. 142 require a change in accounting for goodwill such that
upon initial adoption, amortization of goodwill ceases, and that goodwill be
evaluated for impairment as of January 1, 2002, at the operating segment level.
Identifiable intangible assets continue to be amortized over their useful lives
and reviewed for impairment under SFAS No. 142. Beginning January 1, 2002,
goodwill totaling $162,717,000 is no longer amortized to expense. Instead,
goodwill will be evaluated at least annually for impairment or more frequently
if events or changes in circumstances indicate that the asset might be impaired.
In 2002, the Corporation contracted with an independent appraisal company to
determine the fair value of the Corporation's reporting units. During the
quarter ended June 30, 2002, the Corporation completed its transitional
impairment test on its goodwill as of January 1, 2002, as required by SFAS No.
142. The fair value of each of the Corporation's reporting units exceeded their
carrying value so allocated goodwill of each reporting unit was not impaired.
Therefore, no impairment loss was recognized as a result of this test.
The following table sets forth the total carrying amount of goodwill by
operating segment as of and for the nine months ended September 30, 2002:
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Balance Impairment Balance
Segment January 1, 2002 Losses September 30, 2002
------------------------------------------------------------------------------------
Commercial $ 93,553 $ - $ 93,553
Mortgage 3,488 - 3,488
Retail 45,249 - 45,249
Treasury 20,427 - 20,427
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Total $ 162,717 $ - $ 162,717
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There were no changes in the amount of goodwill by operating segment for the
three and nine months ended September 30, 2002.
9
B. IMPLEMENTATION OF SFAS NO. 142 "GOODWILL AND OTHER INTANGIBLE ASSETS"
(Continued):
Core value of deposits totaling $28,733,000 at the end of 2001 is the only
identifiable intangible asset of the Corporation subject to amortization
effective January 1, 2002. The following table sets forth the actual
amortization expense for core value of deposits for the first nine months of
2002 and the estimated amortization expense thereafter:
--------------------------------------------------------------------------------
Amortization
Expense
--------------------------------------------------------------------------------
Nine months ended September 30, 2002 - actual $ 4,819
Three months ended December 31, 2002 - estimated 1,549
--------------------------------------------------------------------------------
For the year ended December 31, 2002 6,368
For the years ended December 31:
2003 5,533
2004 4,402
2005 3,875
2006 3,233
2007 2,719
2008 2,603
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Total $ 28,733
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The following table reflects consolidated results adjusted as though the
adoption of SFAS No. 142 was as of the beginning of calendar year 2001:
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Three Months Ended Nine Months Ended
September 30, September 30,
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2002 2001 2002 2001
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Reported net income $ 26,669 $ 23,982 $ 82,185 $ 72,566
Amortization of goodwill (net of income tax benefits
of $32 and $99 for the respective 2001 periods) - 1,948 - 6,084
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Adjusted net income $ 26,669 $ 25,930 $ 82,185 $ 78,650
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Basic earnings per common share:
Reported net income $ .59 $ .48 $ 1.81 $ 1.42
Amortization of goodwill, net of taxes - .04 - .12
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Adjusted net income per basic share $ .59 $ .52 $ 1.81 $ 1.54
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Diluted earnings per common share:
Reported net income $ .58 $ .48 $ 1.79 $ 1.41
Amortization of goodwill, net of taxes - .04 - .12
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Adjusted net income per diluted share $ .58 $ .52 $ 1.79 $ 1.53
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10
C. MORTGAGE BANKING ACTIVITIES:
The Corporation's mortgage banking subsidiary services real estate loans for
investors that are not included in the accompanying consolidated financial
statements. Mortgage servicing rights are established based on the cost of
acquiring the right to service mortgage loans or the allocated fair value of
servicing rights retained on originated loans sold. Mortgage servicing rights
are included in the Consolidated Statement of Financial Condition under the
caption "Other Assets." The activity of mortgage servicing rights for the
periods indicated and the ending balances of mortgage servicing rights and the
respective fair values at the periods ended are summarized as follows:
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Three Months Ended Nine Months Ended
September 30, September 30,
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2002 2001 2002 2001
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Beginning balance $ 103,823 $ 115,035 $ 114,146 $ 109,302
Mortgage servicing rights retained through loan sales 12,039 10,073 31,213 28,425
Amortization expense (6,894) (5,000) (20,313) (11,963)
---------------------------------------------------------------------------------------------------------------------------------
Balance before valuation adjustments 108,968 120,108 125,046 125,764
Valuation adjustments (34,754) (17,385) (50,832) (23,041)
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Ending balance $ 74,214 $ 102,723 $ 74,214 $ 102,723
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Fair value of mortgage servicing rights
at September 30 $ 74,841 $ 106,697
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The Corporation is exposed to interest rate risk relating to the potential
decrease in the value of mortgage servicing rights due to increased prepayments
on mortgage servicing loans resulting from declining interest rates. As part of
its overall strategy to manage the level of exposure to the risk of interest
rates adversely affecting the value of mortgage servicing rights due to
impairment exposure, the Corporation uses interest rate floor agreements to
protect the fair value of the mortgage servicing rights. These derivatives are
not designated and do not qualify as hedges under SFAS No. 133, and therefore,
receive a "no hedging" designation. The fair value of the interest rate floor
agreements totaled $18,969,000 and $5,341,000, respectively, at September 30,
2002 and 2001.
The following compares the key assumptions used in measuring the fair values of
mortgage servicing rights at the periods presented:
--------------------------------------------------------------------------------------------------------------------------------
September 30, 2002 September 30, 2001
----------------------------------------------------------------------
Conventional Governmental Conventional Governmental
--------------- ---------------- ---------------- ----------------
Fair value $ 38,745 $ 36,096 $ 54,339 $ 52,358
Prepayment speed 10.9% - 79.3% 10.3% - 77.2% 8.3% - 77.2% 7.8% - 98.0%
Weighted average prepayment speed 33.3% 28.4% 19.8% 19.2%
Discount rate 9.2% - 11.2% 10.3% - 10.8% 9.4% - 14.0% 10.0% - 10.6%
--------------------------------------------------------------------------------------------------------------------------------
The activity of the valuation allowances on mortgage servicing rights is
summarized for the following periods:
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Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------------------------------------------------
2002 2001 2002 2001
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Beginning balance $ 35,719 $ 6,239 $ 19,641 $ 583
Amounts charged to operations 34,754 17,385 50,832 23,041
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Ending balance $ 70,473 $ 23,624 $ 70,473 $ 23,624
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11
D. COMMITMENTS AND CONTINGENCIES:
At September 30, 2002, the Corporation's outstanding commitments, excluding
undisbursed portions of loans in process, were as follows:
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Originate residential mortgage loans $ 332,694
Purchase residential mortgage loans 161,554
Originate commercial real estate loans 147,998
Originate consumer, commercial operating and agricultural loans 17,493
Unused lines of credit for commercial and consumer use 248,906
------------------------------------------------------------------------------------------
$ 908,645
------------------------------------------------------------------------------------------
Loan commitments, which are funded subject to certain limitations, extend over
various periods of time. Generally, unused loan commitments are cancelled upon
expiration of the commitment term as outlined in each individual contract. These
outstanding loan commitments to extend credit do not necessarily represent
future cash requirements since many of the commitments may expire without being
drawn upon. The Corporation evaluates each customer's credit worthiness on a
separate basis and requires collateral based on this evaluation. Collateral
consists mainly of residential family units and personal property.
At September 30, 2002, the Corporation had approximately $1,351,000,000 in
mandatory forward delivery commitments to sell residential mortgage loans. At
September 30, 2002, loans sold subject to recourse provisions totaled
approximately $4,880,000 which represents the total potential credit risk
associated with these particular loans. Any credit risk, however, would be
offset by the value of the single-family residential properties that
collateralize these loans.
The Corporation is subject to a number of lawsuits and claims for various
amounts which arise out of the normal course of its business. In the opinion of
management, the disposition of claims currently pending will not have a material
adverse effect on the Corporation's financial position or results of operations.
On September 12, 1994, the Bank and the Corporation commenced litigation
relating to supervisory goodwill against the United States in the United States
Court of Federal Claims seeking to recover monetary relief for the government's
refusal to honor certain contracts that it had entered into with the Bank. The
suit alleges that such governmental action constitutes a breach of contract and
an unlawful taking of property by the United States without just compensation or
due process in violation of the Constitution of the United States. The
Corporation and the Bank are pursuing alternative damage claims of up to
approximately $230,000,000. The Bank also assumed a lawsuit in the merger with
Mid Continent Bancshares, Inc. ("Mid Continent"), against the United States also
relating to a supervisory goodwill claim filed by the former Mid Continent. The
litigation status and process of these legal actions, as well as that of
numerous actions brought by others alleging similar claims with respect to
supervisory goodwill and regulatory capital credits, make the value of the
claims asserted by the Bank (including the Mid Continent claim) uncertain as to
their ultimate outcome, and contingent on a number of factors and future events
which are beyond the control of the Bank, both as to substance, timing and the
dollar amount of damages that may be awarded to the Bank and the Corporation if
they finally prevail in this litigation.
12
E. SEGMENT INFORMATION:
Effective January 1, 2002, the Corporation's operations were realigned into four
lines of business operations for management reporting purposes. These lines of
business units are Commercial Banking, Mortgage Banking, Retail Banking and
Treasury. Before this realignment, the Corporation identified and utilized two
lines of business: Community Banking and Mortgage Banking. The segment
information for the three and nine months ended September 30, 2001, was restated
to reflect these changes. This realignment was made to allow management to make
more well-informed operating decisions, to focus resources to benefit both the
Corporation and its customers, and to assess performance and products on a
continuous basis.
The financial information presented does not necessarily represent the business
unit's results of operations or financial condition as if they were independent
companies. This information in the following tables is derived from management's
internal reporting system used to measure the performance of the segments and
the Corporation in total. This management reporting system and the results of
operations and financial condition by reported business unit are not in
accordance with accounting principles generally accepted in the United States.
The Commercial Banking segment involves the origination of commercial operating,
agricultural, commercial real estate, and small business loans, as well as
indirect lending and commercial and residential construction loans. Also
included in this segment is commercial demand and time deposits and cash
management products. The Commercial Banking services are offered through the
Bank 's branch network and the Internet.
The Mortgage Banking segment involves the acquisition of correspondent and
brokered residential mortgage loans, the sale of these mortgage loans in the
secondary mortgage market and to the Treasury segment, the servicing of mortgage
loans, and the purchase and origination of rights to service mortgage loans.
Mortgage Banking operations are conducted through the Bank's branches, mortgage
loan offices and a nationwide correspondent network of mortgage loan
originators.
The Retail Banking segment involves a variety of traditional banking and
financial services including the origination of residential mortgage loans
through the Bank's branch network and the sale of these mortgage loans to the
Treasury and Mortgage Banking segments. These services include consumer
checking, savings and certificates of deposit accounts (regular and retirement);
consumer loans for home equity, autos, secured and unsecured purposes, as well
as credit cards; and all retail banking services including overdraft protection,
electronic and telephone bill-paying and cash advances. Also included in this
segment is insurance and securities brokerage services. The Retail Banking
services are offered through the Bank's branch network, automated teller
machines, customer support telephone centers and the Internet.
The Treasury segment is responsible for corporate asset and liability management
including the Corporation's single-family residential mortgage loan portfolio,
investment and mortgage-backed securities, wholesale deposits, advances from the
Federal Home Loan Bank ("FHLB") and all other borrowings. The Treasury segment
also manages the interest rate risk of the Corporation.
Net interest income is determined by the Corporation's internal funds transfer
pricing system which calculates each segment's net interest income contribution
based on the type, maturity or repricing characteristics of certain assets and
liabilities. The provision for loan losses by segment is based upon the current
and historical business cycle loss rates. Total other income consists of revenue
directly attributable to each segment, allocations based on segment ownership of
certain assets and liabilities, and bank owned life insurance allocated to
segments net of associated expenses and income taxes. Total other expense
consists of direct expenses attributable to each segment and indirect expenses
allocated by an activity-based costing system using full absorption. Income
taxes are calculated separately for each segment with the "Reclassification"
column used to reconcile net income by segment to the external reported
consolidated net income. In addition the "Reclassification" column includes the
net impact of transfer pricing loan and deposit balances, the reconciliation of
provision for loan losses and income taxes to external reported balances, and
any residual effects of unallocated systems and other support functions.
13
E. SEGMENT INFORMATION (Continued):
The contributions of the major business segments to the consolidated results for
the three and nine months ended September 30, 2002 and 2001 are summarized in
the following tables:
-----------------------------------------------------------------------------------------------------------------------------
Commercial Mortgage Retail Consolidated
Banking Banking Banking Treasury Reclassification Total
-----------------------------------------------------------------------------------------------------------------------------
Three Months Ended September 30, 2002:
Net interest income $ 23,659 $ 9,937 $ 28,200 $ 20,300 $ - $ 82,096
Provision for loan losses 3,213 105 2,400 3,944 (520) 9,142
Total other income (loss) 670 25,214 28,280 (24,500) (1,506) 28,158
Total other expense 8,588 8,302 45,938 417 260 63,505
----------- ----------- ----------- ----------- ----------- -----------
Income (loss) before income taxes 12,528 26,744 8,142 (8,561) (1,246) 37,607
Income tax provision (benefit) 4,309 9,601 2,913 (4,639) (1,246) 10,938
----------- ----------- ----------- ----------- ----------- -----------
Net income (loss) $ 8,219 $ 17,143 $ 5,229 $ (3,922) $ - $ 26,669
=========== =========== =========== =========== =========== ===========
Total revenue $ 24,329 $ 35,151 $ 56,480 $ (4,200) $ (1,506) 110,254
Intersegment revenue - 6,360 3,621 647
Depreciation and amortization 132 247 2,258 2,254 - 4,891
Total assets 3,121,686 1,031,670 1,381,253 7,955,712 - 13,490,321
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Three Months Ended September 30, 2001:
Net interest income $ 20,278 $ 4,556 $ 28,968 $ 24,425 $ - $ 78,227
Provision for loan losses 1,389 12 1,921 17,131 (653) 19,800
Total other income (loss) 666 9,396 28,377 (13,704) 4,695 29,430
Total other expense (income) 6,529 6,627 39,788 (6,905) 7,190 53,229
----------- ----------- ----------- ----------- ----------- -----------
Income before income taxes 13,026 7,313 15,636 495 (1,842) 34,628
Income tax provision (benefit) 4,812 2,714 5,801 (839) (1,842) 10,646
----------- ----------- ----------- ----------- ----------- -----------
Net income $ 8,214 $ 4,599 $ 9,835 $ 1,334 $ - $ 23,982
=========== =========== =========== =========== =========== ===========
Total revenue $ 20,944 $ 13,952 $ 57,345 $ 10,721 $ 4,695 $ 107,657
Intersegment revenue - 3,143 4,538 326
Depreciation and amortization 63 135 2,244 2,208 - 4,650
Total assets 2,983,418 707,292 1,330,871 7,960,443 - 12,982,024
-----------------------------------------------------------------------------------------------------------------------------
14
E. SEGMENT INFORMATION (Continued):
------------------------------------------------------------------------------------------------------------------------------------
Commercial Mortgage Retail Consolidated
Banking Banking Banking Treasury Reclassification Total
------------------------------------------------------------------------------------------------------------------------------------
Nine Months Ended September 30, 2002:
Net interest income $ 68,334 $ 23,625 $ 84,060 $ 71,326 $ - $ 247,345
Provision for loan losses 9,350 278 6,871 8,473 (3,701) 21,271
Total other income (loss) 3,178 43,322 82,843 (42,626) (6,844) 79,873
Total other expense (income) 25,857 24,687 139,542 (725) 539 189,900
----------- ----------- ----------- ----------- ---------- ------------
Income before income taxes 36,305 41,982 20,490 20,952 (3,682) 116,047
Income tax provision 12,448 15,071 7,346 2,679 (3,682) 33,862
----------- ----------- ----------- ----------- ---------- ------------
Net income $ 23,857 $ 26,911 $ 13,144 $ 18,273 $ - $ 82,185
=========== =========== =========== =========== ========== ============
Total revenue $ 71,512 $ 66,947 $ 166,903 $ 28,700 $ (6,844) $ 327,218
Intersegment revenue - 11,985 11,386 1,938
Depreciation and amortization 394 584 10,679 2,324 - 13,981
Total assets 3,121,686 1,031,670 1,381,253 7,955,712 - 13,490,321
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Nine Months Ended September 30, 2001:
Net interest income $ 55,622 $ 10,648 $ 89,927 $ 69,140 $ - $ 225,337
Provision for loan losses 3,881 34 5,897 22,679 (1,811) 30,680
Total other income (loss) 4,775 26,763 81,989 (28,009) 3,975 89,493
Total other expense (income) 24,092 21,841 134,803 (12,283) 10,763 179,216
------- ----------- ----------- - --------- ---------- ------------
Income before income taxes 32,424 15,536 31,216 30,735 (4,977) 104,934
Income tax provision 11,966 5,764 11,581 8,034 (4,977) 32,368
----------- ----------- ----------- ----------- ---------- ------------
Net income $ 20,458 $ 9,772 $ 19,635 $ 22,701 $ - $ 72,566
=========== =========== =========== =========== ========== ============
Total revenue $ 60,397 $ 37,411 $ 171,916 $ 41,131 $ 3,975 $ 314,830
Intersegment revenue - 8,337 11,417 656
Depreciation and amortization 194 404 11,341 2,298 - 14,237
Total assets 2,983,418 707,292 1,330,871 7,960,443 - 12,982,024
------------------------------------------------------------------------------------------------------------------------------------
15
F. REGULATORY CAPITAL:
The Bank is subject to various regulatory capital requirements administered by
the federal banking agencies. Regulators can initiate certain mandatory, and
possibly additional discretionary, actions if the Bank fails to meet minimum
capital requirements. These actions could have a direct material effect on the
Corporation's financial position and results of operations. The regulations
require the Bank to meet specific capital adequacy guidelines that involve
quantitative measures of the Bank's assets, liabilities, and certain
off-balance-sheet items as calculated under regulatory accounting practices. The
Bank's capital classification is also subject to qualitative judgments by the
regulators about components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios as set forth in the
following table. Prompt corrective action provisions pursuant to the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") require
specific supervisory actions as capital levels decrease. To be considered
well-capitalized under the regulatory framework for prompt corrective action
provisions under FDICIA, the Bank must maintain certain minimum capital ratios
as set forth below. At September 30, 2002, the Bank exceeded the minimum
requirements for the well-capitalized category.
The following presents the Bank's regulatory capital levels and ratios relative
to its respective minimum capital requirements as of September 30, 2002:
-----------------------------------------------------------------------------------------------------
Actual Capital Required Capital
-------------- ----------------
Amount Ratio Amount Ratio
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
OTS capital adequacy:
Tangible capital $ 752,804 5.71% $ 197,595 1.50%
Core capital 746,244 5.67 394,994 3.00
Risk-based capital 882,768 10.88 649,102 8.00
-----------------------------------------------------------------------------------------------------
FDICIA regulations to be
classified well-capitalized:
Tier 1 leverage capital 746,244 5.67 658,324 5.00
Tier 1 risk-based capital 746,244 9.20 486,827 6.00
Total risk-based capital 882,768 10.88 811,378 10.00
-----------------------------------------------------------------------------------------------------
The most recent notification from the OTS categorized the Bank as
"well-capitalized" under the regulatory framework for prompt corrective action
provisions under FDICIA. There are no conditions or events since such
notification that management believes have changed the Bank's classification.
G. CURRENT ACCOUNTING PRONOUNCEMENTS:
Effective January 1, 2002, the Corporation adopted the provisions of Statement
of Financial Accounting Standard No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("SFAS No. 144") that replaced SFAS No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of." This statement developed a single accounting model, based on
the provisions of SFAS No. 121, for long-lived assets to be disposed of by sale
and addressed implementation issues arising from SFAS No. 121. The accounting
model for long-lived assets to be disposed of by sale applies to all long-lived
assets, including discontinued operations, and replaces the provisions of APB
Opinion No. 30 for the disposal of segments of a business. SFAS 144 requires
that those long-lived assets be measured at the lower of carrying amount or fair
value less costs to sell, whether reported in continuing operations or in
discontinued operations. Therefore, discontinued operations will no longer be
measured at net realizable value or include amounts for operating losses that
have not yet occurred. SFAS No. 144 also broadened the reporting of discontinued
operations to include all components of an entity with operations that can be
distinguished from the rest of the entity and that will be eliminated from the
ongoing operations of the entity in a disposal transaction. Provisions of this
statement are generally to be applied prospectively. The adoption of the
provisions of this statement had no effect on the Corporation's financial
position, liquidity or results of operations.
16
G. CURRENT ACCOUNTING PRONOUNCEMENTS (Continued):
In May 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard No. 145 "Recission of FASB Statements No. 4, 44
and 64, Amendment of FASB Statement 13, and Technical Corrections" ("SFAS No.
145"). This statement eliminates the requirement that gains and losses from the
extinguishment of debt be aggregated and, if material, classified as an
extraordinary item, net of related income tax effect. However, an entity is not
prohibited from classifying such gains and losses as extraordinary items, so
long as they meet the criteria outlined in APB Opinion No. 30 "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions." SFAS No. 145 also eliminates the inconsistency between the
accounting for sale-leaseback transactions and certain lease modifications that
have economic effects that are similar to sale-leaseback transactions. This
statement is effective for financial statements issued for fiscal years
beginning after May 15, 2002, or beginning January 1, 2003, for the Corporation.
Management does not believe that this statement will have any material effect on
the Corporation's financial position, liquidity or results of operations.
In June 2002, the FASB issued Statement of Financial Accounting Standard No. 146
"Accounting for Costs Associated with Exit or Disposal Activities " ("SFAS No.
146"). This statement addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies EITF Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." The
principal difference between this statement and EITF Issue No. 94-3 relates to
the requirement for recognition of a liability for costs associated with an
exit or disposal activity be recognized when the liability is incurred. Under
EITF Issue No. 94-3, a liability for an exit cost was recognized at the date of
an entity's commitment to an exit plan. A fundamental conclusion in this
statement is that an entity's commitment to a plan, by itself, does not create a
present obligation to others that meets the definition of a liability.
Therefore, SFAS No. 146 eliminates the definition and requirements for
recognition of exit costs pursuant to EITF Issue No. 94-3 and establishes that
fair value is the objective for initial measurement of the liability. The
provisions of this statement are effective for exit or disposal activities
initiated after December 31, 2002, with early application encouraged. Previously
issued financial statements will not be restated. Management does not believe
that this statement will have any material effect on the Corporation's financial
position, liquidity or results of operations.
On October 1, 2002, the FASB issued Statement of Financial Accounting Standard
No. 147 "Acquisitions of Certain Financial Institutions" ("SFAS No. 147"). This
statement provides guidance on the accounting for the acquisition of a financial
institution and applies to all acquisitions except those between two or more
mutual enterprises. The excess of the fair value of liabilities assumed over the
fair value of tangible and identifiable intangible assets acquired in a business
combination represents goodwill that is accounted for under FASB Statement No.
142, "Goodwill and Other Intangible Assets." Thus, the specialized accounting
guidance in paragraph 5 of FASB Statement No. 72, "Accounting for Certain
Acquisitions of Banking or Thrift Institutions," does not apply after September
30, 2002. If certain criteria in SFAS No. 146 are met, the amount of the
unidentifiable intangible asset will be reclassified to goodwill upon adoption
of this statement. Financial institutions meeting conditions outlined in SFAS
No. 147 will be required to restate previously issued financial statements so as
to present the balance sheet and income statement as if the amount accounted for
under FASB Statement No. 72 as an unidentifiable intangible asset had been
reclassified to goodwill as of the date SFAS No. 142 was initially applied.
Those transition provisions are effective on October 1, 2002, with early
application permitted. The scope of SFAS No. 144 is amended to include long-term
customer-relationship intangible assets such as depositor-and
borrower-relationship intangible assets and credit cardholder intangible assets.
This statement has no effect on the Corporation's financial position, liquidity
or results of operations.
H. SUBSEQUENT EVENT - DISSOLUTION OF SUBSIDIARY:
Effective October 1, 2002, Commercial Federal Mortgage Corporation, the Bank's
wholly-owned full-service mortgage banking subsidiary, was dissolved. All real
estate lending, secondary marketing, mortgage servicing and foreclosure
activities are now conducted through the Bank. This dissolution had no effect on
the Corporation's financial position, liquidity or results of operations.
17
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The statements in this Form 10-Q that are not historical fact are
forward-looking statements that involve inherent risks and uncertainties.
Management cautions readers that a number of important factors could cause
actual results to differ materially from those in the forward-looking
statements. Factors that might cause a difference include, but are not limited
to: fluctuations in interest rates, inflation, the effect of regulatory or
government legislative changes, expected cost savings and revenue growth not
fully realized, the progress of strategic initiatives and whether realized
within expected time frames, general economic conditions, adequacy of allowance
for credit losses, costs or difficulties associated with restructuring
initiatives, technology changes and competitive pressures in the geographic and
business areas where the Corporation conducts its operations. These
forward-looking statements are based on management's current expectations.
Actual results in future periods may differ materially from those currently
expected because of various risks and uncertainties.
CRITICAL ACCOUNTING POLICIES:
The Corporation's critical accounting policies involving the more significant
judgments and assumptions used in the preparation of the consolidated financial
statements as of September 30, 2002, remain unchanged from December 31, 2001.
These policies are allowance for losses on loans, mortgage servicing rights and
derivative financial instruments. Disclosure on these critical accounting
policies is incorporated by reference under Item 7 "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Corporation's
Annual Report on Form 10-K for the Corporation's year ended December 31, 2001.
Nonperforming residential real estate loans at December 31, 2001, have been
restated due to a change in determining past due loans. During the June 30,
2002, quarter the Corporation changed from a methodology where the loan system
converted monthly loan payments missed to days past due in determining
delinquent residential real estate loans to a method where the number of days
past due are determined by the number of contractually delinquent loan payments.
This change in determining these delinquent loans conforms the Corporation's
reporting with the Bank's regulatory thrift financial reporting and aligns the
Corporation's reporting of delinquencies with its peers. All prior periods were
restated to reflect this change.
LIQUIDITY AND CAPITAL RESOURCES:
The Corporation's principal asset is its investment in the capital stock of the
Bank. Since the Corporation does not generate any significant revenues
independent of the Bank, the Corporation's liquidity is dependent on the extent
to which it receives dividends from the Bank. The Bank's ability to pay
dividends to the Corporation is dependent on its ability to generate earnings
and is subject to a number of regulatory restrictions and tax considerations.
Capital distribution regulations of the Office of Thrift Supervision ("OTS"),
permit the Bank, without requiring an application for approval from the OTS, to
pay capital distributions during a calendar year up to 100% of the Bank's
retained net income (net income determined in accordance with generally accepted
accounting principles less total capital distributions declared) for the current
calendar year plus the preceding two calendar years. At September 30, 2002, the
Bank's total distributions exceeded its retained income by $208.6 million under
this regulation thereby requiring the Bank to file an application with the OTS
for any capital distributions.
The Corporation manages its liquidity at both the parent company and subsidiary
levels. At September 30, 2002, the cash of Commercial Federal Corporation (the
"parent company") totaled $8.7 million. Due to the parent company's limited
independent operations, the parent company's ability to make future interest and
principal payments on its debt totaling $117.1 million at September 30, 2002, is
dependent upon its receipt of dividends from the Bank. During the nine months
ended September 30, 2002, the parent company received cash dividends totaling
$45.0 million (no dividend received in the third quarter) from the Bank for:
. interest payments totaling $6.9 million on the parent company's debt,
. principal payments of $14.1 million on the parent company's five-year
term note and revolving credit note,
. common stock cash dividends totaling $15.8 million paid by the parent
company to its common stock shareholders, and
. the financing of common stock repurchases totaling $8.2 million.
18
LIQUIDITY AND CAPITAL RESOURCES (Continued):
The Bank will continue to pay dividends to the parent company, subject to
regulatory restrictions, to cover future principal and interest payments on the
parent company's debt and quarterly cash dividends on common stock when and as
declared by the parent company. The parent company also receives cash from the
exercise of stock options under its employee stock option plans, as well as from
the Bank for income tax benefits from operating losses generated by the parent
company as provided in the corporate tax sharing agreement.
During the three months ended September 30, 2002, the Corporation repurchased
204,200 shares of is common stock at a cost of $5.1 million. This repurchase was
under the Board authorization of February 28, 2002, to repurchase 500,000 shares
no later than December 31, 2003. In addition, during the first quarter of 2002,
the Corporation repurchased 798,500 shares of its common stock at a cost of
$19.5 million. This completed the May 2001 Board authorization to repurchase an
additional 5,000,000 shares. For the nine months ended September 30, 2002, a
total of 1,002,700 shares were repurchased at a cost of $24.6 million.
The Corporation's primary sources of funds are (i) deposits, (ii) principal
repayments on loans, mortgage-backed and investment securities, (iii) advances
from the FHLB and (iv) cash generated from operations. Net cash flows used by
operating activities totaled $523.7 million and $153.7 million, respectively,
for the nine months ended September 30, 2002 and 2001. Amounts fluctuate from
period to period primarily as a result of mortgage banking activity relating to
the purchase and origination of loans for resale and the subsequent sale of such
loans.
Net cash flows provided by investing activities totaled $73.5 million for the
nine months ended September 30, 2002, and net cash flows used by investing
activities totaled $482.6 million for the nine months ended September 30, 2001.
Amounts fluctuate from period to period primarily as a result of (i) principal
repayments on loans and mortgage-backed securities, (ii) the purchases and
origination of loans and (iii) the purchases and sales of mortgage-backed and
investment securities. During the three months ended September 30, 2002 and
2001, the Corporation sold investment securities totaling $158.1 million and
$460.2 million, respectively, resulting in pre-tax gains of $11.2 million and
$13.2 million, respectively. During the nine months ended September 30, 2002 and
2001, the Corporation sold investment and mortgage-backed securities totaling
$901.1 million and $919.8 million, respectively, resulting in pre-tax gains of
$19.7 million and $22.9 million, respectively. The gains on the sales of these
available-for-sale securities for the respective periods were recognized
primarily to partially offset the valuation adjustment losses in the mortgage
servicing rights portfolio.
Net cash flows provided by financing activities totaled $441.1 million and
$606.8 million, respectively, for the nine months ended September 30, 2002 and
2001. Advances from the FHLB and deposits have been the primary sources to
balance the Corporation's funding needs during each of the periods presented.
Excluding the effect of branch sales, the Corporation experienced a net decrease
in deposits of $207.9 million for the nine months ended September 30, 2002,
compared to a net decrease of $660.9 million for the nine months ended September
30, 2001. This net decrease in deposits for the current nine months is due to
the run-off in the higher costing certificates of deposit portfolio totaling
$130.7 million and to net reductions in core deposits. Deposits decreased for
the nine months ended September 30, 2001, due to the run-off of higher costing
certificates of deposits and the reduction in brokered deposits used for funding
needs, pursuant to the Corporation's business strategy. During the nine months
ended September 30, 2002, the Corporation purchased $700.0 million in notional
amount of swaptions at a cost of $34.3 million to hedge the call option on
$700.0 million of fixed-rate FHLB advances that are convertible into
adjustable-rate advances at the option of the Federal Home Loan Bank. No
swaptions were purchased during the quarter ended September 30, 2002. During the
nine months ended September 30, 2002 and 2001, the Corporation repurchased
shares of its common stock at a cost of $24.6 million and $127.7 million,
respectively.
19
LIQUIDITY AND CAPITAL RESOURCES (Continued):
Contractual Obligations and Other Commitments:
Through the normal course of operations, the Corporation enters into certain
contractual obligations and other commitments. These obligations generally
relate to funding of operations through debt issuances as well as leases for
premises and equipment. As a financial institution, the Corporation routinely
enters into commitments to extend credit, including loan commitments, standby
letters of credit and financial guarantees. At September 30, 2002, the
Corporation issued commitments totaling approximately $908.6 million to fund and
purchase loans and securities as follows: $102.0 million of single-family
adjustable-rate mortgage loans, $392.2 million of single-family fixed-rate
mortgage loans, $148.0 million of commercial real estate loans, $17.5 million of
consumer, commercial operating and agricultural loans and approximately $248.9
million of unused lines of credit for commercial and consumer use. These
outstanding loan commitments to extend credit in order to originate loans or
fund commercial and consumer loans lines of credit do not necessarily represent
future cash requirements since many of the commitments may expire without being
drawn. The Corporation expects to fund these commitments, as necessary, from the
sources of funds previously described. In addition, at September 30, 2002, the
Corporation had approximately $1.4 billion in mandatory forward delivery
commitments to sell residential mortgage loans. The following table represents
the Corporation's significant contractual obligations at September 30, 2002, for
the next five years:
--------------------------------------------------------------------------------
Long-Term Lease
Due September 30: Debt Obligations Total
--------------------------------------------------------------------------------
2003 $ 56,780 $ 6,410 $ 63,190
2004 41,688 5,599 47,287
2005 - 3,408 3,408
2006 - 2,554 2,554
2007 221,725 1,963 223,688
2008 and thereafter 295,000 13,746 308,746
--------------------------------------------------------------------------------
Totals $ 615,193 $ 33,680 $ 648,873
--------------------------------------------------------------------------------
The maintenance of an appropriate level of liquid resources to provide funding
necessary to meet the Corporation's current business activities and obligations
is an integral element in the management of the Corporation's assets. Liquidity
levels will vary depending upon savings flows, future loan fundings, cash
operating needs, collateral requirements and general prevailing economic
conditions. The Bank does not foresee any difficulty in meeting its liquidity
requirements.
OPERATING RESULTS BY SEGMENT:
See Note E to the Condensed Consolidated Financial Statements for additional
information on the Corporation's lines of business including tabular results of
operations for the three and nine months ended September 30, 2002 and 2001.
Commercial Banking:
The Commercial Banking segment reported net income of $8.2 million and $23.9
million, respectively, for the three and nine months ended September 30, 2002,
compared to $8.2 million and $20.5 million, respectively, for the three and nine
months ended September 30, 2001. Net interest income increased $3.4 million for
the quarter ended September 30, 2002, compared to the 2001 third quarter. For
the nine months ended September 30, 2002, net interest income increased $12.7
million compared to the nine months ended September 30, 2001. These increases in
net interest income are due primarily to the growth in the average balance of
the commercial loan portfolio during 2002 over the respective 2001 periods. The
provision for loan losses increased $1.8 million and $5.5 million, respectively,
for the three and nine months ended September 30, 2002, compared to the 2001
three and nine month periods. These increases are due to the larger commercial
loan portfolio comparing the respective periods since the loss rate applied
remained unchanged. Total other income increased $4,000 for the three months
ended September 30, 2002 and decreased $1.6 million for the nine months ended
September 30, 2002, compared to the respective 2001 periods. During the nine
months ended September 30, 2002, the Corporation recorded an impairment loss
totaling $1.9 million on a residential master planned community development in
Nevada. Total other expense increased $2.1 million and $1.8 million,
respectively, for the three and nine months ended September 30, 2002, compared
to the 2001 periods due to the allocation of net gain on branch sales and
termination costs totaling $1.6 million and $1.9 million, respectively, for the
three and nine months ended September 30, 2001.
20
OPERATING RESULTS BY SEGMENT (continued):
Mortgage Banking:
The Mortgage Banking segment reported net income of $17.1 million and $26.9
million, respectively, for the three and nine months ended September 30, 2002,
compared to $4.6 million and $9.8 million, respectively, for the three and nine
months ended September 30, 2001. Net interest income increased $5.4 million for
the quarter ended September 30, 2002, compared to the quarter ended September
30, 2001. For the nine months ended September 30, 2002, net interest income
increased $13.0 million compared to the nine months ended September 30, 2001.
These increases in net interest income comparing the respective periods are
primarily due to increases in the credit the Mortgage Banking segment received
in the 2002 periods compared to 2001 from increases in its custodial earnings
that were computed using an internal cost of funds rate. The custodial earnings
increased comparing the respective periods due to increases in escrow balances
primarily from mortgage refinancing activity. Total other income increased $15.8
million and $16.6 million for the three and nine months ended September 30,
2002, compared to the 2001 respective periods, primarily due to net gains on the
sales of warehouse loans partially offset by increases in amortization expense
of mortgage servicing rights in 2002 over 2001. Total other expense increased
$1.7 million and $2.8 million, respectively, for the three and nine months ended
September 30, 2002, compared to the respective 2001 periods due to the
allocation of net gain on branch sales and termination costs totaling $3.3
million and $3.9 million, respectively, for the three and nine months ended
September 30, 2001.
Retail Banking:
The Retail Banking segment reported net income of $5.2 million and $13.1
million, respectively, for the three and nine months ended September 30, 2002,
compared to $9.8 million and $19.6 million, respectively, for the three and nine
months ended September 30, 2001. Net interest income decreased $768,000
and $5.9 million, respectively, for the three and nine months ended September
30, 2002, compared to the 2001 periods. These decreases in net interest income
are primarily due to lower average balances of interest-earning loans and lower
rates on such loans comparing the respective periods of 2002 to 2001. The
provision for loan losses increased $479,000 and $974,000, respectively, for the
three and nine months ended September 30, 2002 compared to the 2001 periods due
to the changes in the Retail Banking segment's loan portfolio mix. Total other
income decreased $97,000 for the three months ended September 30, 2002, compared
to the 2001 third quarter due to decreases in commission revenues from brokerage
operations. Total other income increased $854,000 for the nine months ended
September 30, 2002, compared to the nine months ended September 30, 2001,
primarily due to the increased retail fee pricing structure effective September
1, 2001, partially offset by decreases in commission revenues from brokerage
operations. Total other expense increased $6.1 million and $4.7 million for the
three and nine months ended September 30, 2002, compared to the three and nine
months ended September 30, 2001, due to the allocation of net gain on branch
sales and termination costs totaling $5.5 million and $6.5 million,
respectively, for the three and nine months ended September 30, 2001.
Treasury:
The Treasury segment reported a net loss of $3.9 million for the three months
ended September 30, 2002 and net income of $18.3 million for the nine months
ended September 30, 2002, compared to net income of $1.3 million and $22.7
million, respectively, for the three and nine months ended September 30, 2001.
Net interest income decreased $4.1 million for the 2002 third quarter compared
to the 2001 third quarter. This decrease is due primarily to the lower yield
earned on the mortgage-backed securities portfolio comparing the respective
periods. Net interest income increased $2.2 million for the nine months ended
September 30, 2002, compared to 2001 due primarily to the lower cost of borrowed
funds and the higher average balance of investment and mortgage-backed
securities for 2002 compared to 2001. The provision for loan losses decreased
$13.2 million and $14.2 million, respectively, for the three and nine months
ended September 30, 2002, compared to the 2001 periods due to a lower balance of
loans held in the Treasury segment comparing the respective periods and the
recording of additional reserves in the third quarter of 2001 from the negative
impact at that time on the ability of borrowers to pay their loans attributable
to the recessionary economic conditions present after September 2001. Total
other income was a loss of $24.5 million for the quarter ended September 30,
2002, compared to a loss of $13.7 million for 2001. This decrease in total other
income comparing the respective periods is due to a $34.8 million valuation
adjustment for impairment of the mortgage servicing rights recorded during the
2002 third quarter compared to $17.4 million during the 2001 third quarter.
These decreases were partially offset by net gains on the sales of securities
and changes in fair values of derivatives totaling $19.6 million for the 2002
third quarter and $15.4 million for the 2001 quarter. For the nine months ended
September 30, 2002 and 2001, total other income was a loss of $42.6 million and
$28.0 million, respectively. This decrease in total other income is due
primarily to valuation adjustments for impairment of the mortgage servicing
rights totaling $50.8 million recorded in the 2002 nine month period compared to
$23.0 million recorded in the nine months ended September 30, 2001. Total other
expense for the three months ended September 30, 2002 totaled $417,000 and for
the nine months ended September 30, 2002 totaled a credit of $6.9 million,
compared to credits of $725,000 and $12.3 million, respectively, for the three
and nine months ended September 30, 2001. These net changes are primarily due to
higher loan production cost allocations in the 2002 periods compared to 2001.
21
CONSOLIDATED RESULTS OF OPERATIONS:
Net income for the three months ended September 30, 2002, was $26.7 million, or
$.58 per diluted share ($.59 per basic share), compared to net income of $24.0
million, or $.48 per basic and diluted share, for the three months ended
September 30, 2001. The increase in net income comparing the respective quarters
is primarily due to an increase of $3.9 million in net interest income and
decreases of $10.7 million in the provision for loan losses and $2.1 million in
the amortization of intangible assets. These increases to net income were
partially offset by a decrease of $1.3 million in total other income and an
increase of $12.4 million in general and administrative expenses.
Net income for the nine months ended September 30, 2002, was $82.2 million, or
$1.79 per diluted share ($1.81 per basic share), compared to net income of $72.6
million, or $1.41 per diluted share ($1.42 per basic share), for the nine months
ended September 30, 2001. The increase in net income comparing the respective
periods is primarily due to an increase of $22.0 million in net interest income
and decreases of $9.4 million in the provision for loan losses and $6.9 million
in the amortization of intangible assets. These increases to net income were
partially offset by a decrease of $9.6 million in total other income and
increases of $17.6 million in general and administrative expenses and $1.5
million in the provision for income taxes.
Net Interest Income:
Net interest income totaled $82.1 million for the three months ended September
30, 2002, compared to $78.2 million for the three months ended September 30,
2001, an increase of $3.9 million, or 4.9%. During the three months ended
September 30, 2002 and 2001, interest rate spreads were 2.77% and 2.70%,
respectively, an increase of seven basis points comparing periods; and the net
yield on interest-earning assets was 2.69% and 2.65%, respectively, an increase
of four basis points comparing periods. The increase in the interest rate
spreads comparing the respective periods is due primarily to a 103 basis point
decrease in the rate incurred on interest-bearing liabilities partially offset
by a 96 basis point decline in the yield received on interest-earning assets.
Total interest expense decreased $25.9 million comparing the three months ended
September 30, 2002 to 2001 due to the lower costs of funds. Total interest
income decreased $22.1 million over the same three-month periods due to the
lower yields on interest-earning assets.
Net interest income totaled $247.3 million for the nine months ended September
30, 2002, compared to $225.3 million for the nine months ended September 30,
2001, an increase of $22.0 million, or 9.8%. During the nine months ended
September 30, 2002 and 2001, interest rate spreads were 2.84% and 2.58%,
respectively, an increase of 26 basis points comparing periods; and the net
yield on interest-earning assets was 2.78% and 2.57%, respectively, an increase
of 21 basis points comparing periods. The increase in the interest rate spread
is due primarily to a 121 basis point decrease in the rate incurred on
interest-bearing liabilities partially offset by a 95 basis point decline in the
yield received on interest-earning assets. Total interest expense decreased
$97.8 million comparing the nine months ended September 30, 2002 to 2001 due to
the lower costs of funds. Total interest income decreased $75.8 million over the
same nine-month periods due to the lower yields on interest-earning assets.
Net interest income increased for the three and nine months ended September 30,
2002, compared to the respective 2001 periods due to (i) the lower interest rate
environment in which costing liabilities have been repricing downward at a
faster rate than earning assets have been repricing, (ii) the continued shift in
the asset mix toward higher yielding commercial and consumer loans and (iii) a
shift in funding from certificates of deposit to checking and savings (core
deposits).
22
Net Interest Income (Continued):
Based on the current interest rate environment and the Corporation's gap
position, management anticipates a decline to a more sustainable level in the
net interest margin during the last three months of calendar year 2002 as
earning-assets reprice. However, the future trend in interest rate spreads and
net interest income will be dependent upon and influenced by changes in and
levels of both short-term and long-term market interest rates, and such other
factors as the composition and size of the Corporation's interest-earning assets
and interest-bearing liabilities, the interest rate risk exposure of the
Corporation and the maturity and repricing activity of interest-sensitive assets
and liabilities.
The following table presents certain information concerning yields earned on
interest-earning assets and rates incurred on interest-bearing liabilities
during and at the end of each of the periods presented:
--------------------------------------------------------------------------------------------------------------------------
For the Three For the Nine
Months Ended Months Ended At
September 30, September 30, September 30,
------------------- -------------------- -------------------
2002 2001 2002 2001 2002 2001
--------------------------------------------------------------------------------------------------------------------------
Weighted average yield earned on:
Loans 6.92% 7.76% 7.10% 7.91% 6.90% 7.67%
Mortgage-backed securities 5.01 6.37 5.36 6.57 5.27 6.57
Investments 5.09 6.10 5.31 6.35 4.63 5.21
--------------------------------------------------------------------------------------------------------------------------
Interest-earning assets 6.41 7.37 6.61 7.56 6.37 7.22
--------------------------------------------------------------------------------------------------------------------------
Weighted average rate incurred on:
Savings and checking acounts (core deposits) 2.45 3.06 2.50 3.23 2.42 2.83
Certificates of deposit 3.21 5.34 3.46 5.69 3.14 5.12
Advances from FHLB 4.48 5.29 4.70 5.64 4.40 5.10
Securities sold under agreements
to repurchase 3.79 5.17 3.93 5.68 3.79 5.17
Other borrowings 6.29 5.91 5.39 7.06 5.65 5.32
--------------------------------------------------------------------------------------------------------------------------
Interest-bearing liabilities 3.64 4.67 3.77 4.98 3.57 4.47
--------------------------------------------------------------------------------------------------------------------------
Net interest rate spread 2.77% 2.70% 2.84% 2.58% 2.80% 2.75%
--------------------------------------------------------------------------------------------------------------------------
Net annualized yield on
interest-earning assets 2.69% 2.65% 2.78% 2.57% 2.82% 2.73%
--------------------------------------------------------------------------------------------------------------------------
23
Net Interest Income (Continued):
The following table presents average interest-earning assets and average
interest-bearing liabilities, interest income and interest expense, and average
yields and rates during the three and nine months ended September 30, 2002. This
table includes nonaccruing loans averaging $77.1 million and $74.8 million,
respectively, for the three and nine months ended September 30, 2002, as
interest-earning assets at a yield of zero percent:
-----------------------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, 2002 September 30, 2002
--------------------------------------- ----------------------------------------
Annualized Annualized
Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate
-----------------------------------------------------------------------------------------------------------------------------------
Interest-earning assets:
Loans $ 8,865,656 $ 153,721 6.92% $ 8,566,709 $ 455,797 7.10%
Mortgage-backed securities 1,797,775 22,498 5.01 1,821,183 73,162 5.36
Investments 1,541,909 19,635 5.09 1,459,037 58,082 5.31
-----------------------------------------------------------------------------------------------------------------------------------
Interest-earning assets 12,205,340 195,854 6.41 11,846,929 587,041 6.61
-----------------------------------------------------------------------------------------------------------------------------------
Interest-bearing liabilities:
Savings and checking accounts (core deposits) 3,316,155 20,516 2.45 3,373,259 62,967 2.50
Certificates of deposit 2,870,543 23,250 3.21 2,878,663 74,586 3.46
Advances from FHLB 5,524,221 63,216 4.48 5,131,490 182,721 4.70
Securities sold under
agreements to repurchase 401,065 3,883 3.79 338,255 10,074 3.93
Other borrowings 184,106 2,893 6.29 231,397 9,348 5.39
-----------------------------------------------------------------------------------------------------------------------------------
Interest-bearing liabilities 12,296,090 113,758 3.64 11,953,064 339,696 3.77
-----------------------------------------------------------------------------------------------------------------------------------
Net earnings balance $ (90,750) $ (106,135)
=========== ===========
Net interest income $ 82,096 $ 247,345
=========== ===========
Net interest rate spread 2.77% 2.84%
-----------------------------------------------------------------------------------------------------------------------------------
Net annualized yield on
interest-earnings assets 2.69% 2.78%
-----------------------------------------------------------------------------------------------------------------------------------
The Corporation's net earnings balance decreased $112.4 million and $126.6
million, respectively, during the three and nine months ended September 30,
2002, compared to the respective periods ended September 30, 2001. The decreases
in the net earnings balance comparing these respective periods are primarily due
to cash outlays on the purchases of swaption and interest rate floor agreements,
repurchases of common stock and income tax payments over the last twelve months.
24
Net Interest Income (Continued):
The following table presents the dollar amount of changes in interest income and
expense for each major component of interest-earning assets and interest-bearing
liabilities, and the amount of change in each attributable to: (i) changes in
volume (change in volume multiplied by prior year rate), and (ii) changes in
rate (change in rate multiplied by prior year volume). The net change
attributable to change in both volume and rate, which cannot be segregated, has
been allocated proportionately to the change due to volume and the change due to
rate. This table demonstrates the effect of the change in the volume of
interest-earning assets and interest-bearing liabilities, the changes in
interest rates and the effect on the interest rate spreads previously discussed:
------------------------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, 2002 Compared September 30, 2002 Compared
to September 30, 2001 to September 30, 2001
---------------------------------------------------------------------------
Increase (Decrease) Due to Increase (Decrease) Due to
------------------------------------------------------------------------------------------------------------------------------------
Volume Rate Total Volume Rate Total
------------------------------------------------------------------------------------------------------------------------------------
Interest income:
Loans $ 2,488 $ (18,826) $ (16,338) $ (16,267) $ (53,041) $ (69,308)
Mortgage-backed securities 871 (6,112) (5,241) 8,252 (15,947) (7,695)
Investments 3,118 (3,599) (481) 11,363 (10,174) 1,189
------------------------------------------------------------------------------------------------------------------------------------
Interest income 6,477 (28,537) (22,060) 3,348 (79,162) (75,814)
------------------------------------------------------------------------------------------------------------------------------------
Interest expense:
Savings and checking accounts (core deposits) (1,984) (3,715) (5,699) (3,321) (16,126) (19,447)
Certificates of deposit (7,491) (16,482) (23,973) (36,822) (54,857) (91,679)
Advances from FHLB 12,664 (10,164) 2,500 40,549 (32,228) 8,321
Securities sold under agreements to repurchase 2,947 (466) 2,481 8,141 (1,271) 6,870
Other borrowings (1,487) 249 (1,238) 946 (2,833) (1,887)
-----------------------------------------------------------------------------------------------------------------------------------
Interest expense 4,649 (30,578) (25,929) 9,493 (107,315) (97,822)
-----------------------------------------------------------------------------------------------------------------------------------
Effect on net interest income $ 1,828 $ 2,041 $ 3,869 $ (6,145) $ 28,153 $ 22,008
-----------------------------------------------------------------------------------------------------------------------------------
Provision for Loan Losses:
The Corporation recorded loan loss provisions totaling $9.1 million and $21.3
million, respectively, for the three and nine months ended September 30, 2002,
compared to $19.8 million and $30.7 million, respectively, for the three and
nine months ended September 30, 2001. The provision for loan losses decreased in
the current quarter and nine months ended September 30, 2002, compared to the
2001 respective periods due to decreases in net loans charged-off and the
establishment of additional reserves during the 2001 third quarter from the
negative impact at that time on the ability of borrowers to pay their loans
attributable to the recessionary economic conditions present after September
2001. Net loans charged-off totaled $3.4 million for the three months ended
September 30, 2002, compared to $4.9 million for the three months ended
September 30, 2001. The net charge-offs are lower for the current quarter
compared to the year-ago quarter due to decreases in charge-offs for consumer
loans, construction loans, commercial real estate loans, residential loans,
credit cards and agricultural loans partially offset by an increase in
commercial operating loan charge-offs. Net loans charged off for the nine months
ended September 30, 2002, totaled $13.9 million compared to $14.2 million for
the nine months ended September 30, 2001. Net charge-offs are lower for the
current nine month period compared to the 2001 nine month period due to
decreases in charge-offs of consumer loans and agriculture loans partially
offset by increases in charge-offs of commercial real estate loans and
commercial operating loans and credit cards. The allowance for loan losses is
based upon management's continuous evaluation of the collectibility of
outstanding loans, which takes into consideration such factors as changes in the
composition of the loan portfolio and economic conditions that may affect the
borrower's ability to pay, regular examinations by the Corporation's credit
review group of specific problem loans and of the overall portfolio quality and
real estate market conditions in the Corporation's lending areas.
Management of the Corporation believes that the present level of the allowance
for loan losses is adequate to reflect the risks inherent in its portfolios.
However, there can be no assurance that the Corporation will not experience
increases in its nonperforming assets, that it will not increase the level of
its allowance in the future or that significant provisions for losses will not
be required based on factors such as deterioration in market conditions, changes
in borrowers' financial conditions, delinquencies and defaults.
25
Provision for Loan Losses (Continued):
Nonperforming assets are monitored on a regular basis by the Corporation's
internal credit review and problem asset groups. Nonperforming assets are
summarized as of the dates indicated:
------------------------------------------------------------------------------------------------------------------------------------
September 30, December 31,
2002 2001 (1)
------------------------------------------------------------------------------------------------------------------------------------
Nonperforming loans:
Residential real estate $ 44,868 $ 52,792
Commercial real estate 27,801 23,423
Consumer and other loans 9,922 6,929
------------------------------------------------------------------------------------------------------------------------------------
Total 82,591 83,144
------------------------------------------------------------------------------------------------------------------------------------
Real estate:
Commercial 3,285 8,762
Residential (includes residential development property in Nevada) 36,935 36,446
------------------------------------------------------------------------------------------------------------------------------------
Total 40,220 45,208
------------------------------------------------------------------------------------------------------------------------------------
Troubled debt restructurings:
Commercial 1,567 3,057
Residential - 84
------------------------------------------------------------------------------------------------------------------------------------
Total 1,567 3,141
------------------------------------------------------------------------------------------------------------------------------------
Total nonperforming assets $ 124,378 $ 131,493
------------------------------------------------------------------------------------------------------------------------------------
Nonperforming loans to total loans .90% .96%
Nonperforming assets to total assets .92% 1.02%
------------------------------------------------------------------------------------------------------------------------------------
Total allowance for loan losses $ 109,724 $ 102,451
------------------------------------------------------------------------------------------------------------------------------------
Allowance for loan losses to:
Total loans 1.20% 1.18%
Total nonperforming assets 88.22% 77.91%
Total nonperforming loans 132.85% 123.22%
Nonresidential nonperforming assets 257.72% 242.94%
------------------------------------------------------------------------------------------------------------------------------------
(1) Nonperforming residential real estate loans at December 31, 2001, have been
restated due to a change in determining past due loans. During the June 30,
2002, quarter the Corporation changed from a methodology where the loan
system converted monthly loan payments missed on a loan to days past due in
determining delinquent residential real estate loans to a method where the
number of days past due are determined by the number of contractually
delinquent loan payments. This change in determining these delinquent loans
conforms the Corporation's reporting with the Bank's regulatory thrift
financial reporting and aligns the Corporation's reporting of delinquencies
with its peers. This change in methods reduced nonperforming residential
real estate loans by $10.8 million and $10.7 million, respectively, at
September 30, 2002, and December 31, 2001.
Nonperforming loans at September 30, 2002, decreased by $553,000 compared to
December 31, 2001, primarily due to decreases in the residential portfolio
totaling $7.9 million and the consumer portfolio totaling $700,000 partially
offset by increases in the commercial real estate portfolio totaling $4.4
million, the commercial operating portfolio totaling $2.8 million and the
agricultural portfolio totaling $956,000. The $5.0 million net decrease in real
estate at September 30, 2002, compared to December 31, 2001, is due to the sale
of a commercial construction property totaling $3.9 million and by a net
decrease in commercial real estate totaling $1.6 million primarily from
impairment loss write offs and sales of other commercial real estate properties.
The $1.6 million decrease in troubled debt restructurings at September 30, 2002,
compared to December 31, 2001, is primarily due to the reclassification of seven
loans to performing status during the September 2002 quarter.
26
Retail Fees and Charges:
Retail fees and charges totaled $14.6 million and $40.9 million, respectively,
for the three and nine months ended September 30, 2002, compared to $13.4
million and $39.1 million, respectively, for the three and nine months ended
September 30, 2001. The reasons for the increases over the prior year periods
are due to an increased retail fee pricing structure effective September 1,
2001, and increases in the volume of checking accounts.
Loan Servicing Fees and Mortgage Servicing Rights Valuation Adjustment:
The major components of loan servicing fees for the periods indicated and the
amount of loans serviced for other institutions are as follows:
-----------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
-----------------------------------------------------------------------------------------------------------------
2002 2001 2002 2001
-----------------------------------------------------------------------------------------------------------------
Revenue from loan servicing fees $ 8,039 $ 8,113 $ 23,948 $ 24,676
Revenue from late loan payment fees 1,617 1,636 4,782 4,927
Amortization of mortgage servicing rights (6,894) (5,000) (20,313) (11,963)
-----------------------------------------------------------------------------------------------------------------
Loan servicing fees, net $ 2,762 $ 4,749 $ 8,417 $ 17,640
-----------------------------------------------------------------------------------------------------------------
Valuation adjustments for impairment $ (34,754) $ (17,385) $ (50,832) $ (23,041)
-----------------------------------------------------------------------------------------------------------------
Loans serviced for other institutions at September 30 $ 9,773,436 $ 9,602,282
-----------------------------------------------------------------------------------------------------------------
The amount of revenue generated from loan servicing fees is due to changes in
the average size of the Corporation's portfolio of mortgage loans serviced for
other institutions and the level of rates for service fees collected partially
offset by the amortization expense of mortgage servicing rights and adjustments
to the valuation allowance. The loan servicing fees category also includes fees
collected for late loan payments. The net decreases in revenue from loan
servicing fees comparing the respective three and nine month periods of 2002 to
2001 are due to a lower level of service fee rates comparing the respective
periods slightly offset by a higher average balance of mortgage loans serviced
for others. The increases in amortization expense of mortgage servicing rights
reflects an increase in loan prepayments due to the lower interest rate
environment comparing the respective periods. The amount of amortization expense
of mortgage servicing rights is determined, in part, by mortgage loan pay-downs
in the servicing portfolio that are influenced by changes in interest rates.
Valuation adjustments totaling $34.8 million and $50.8 million, respectively, in
impairment losses were recorded during the three and nine months ended September
30, 2002, as a reduction of the carrying amount of the mortgage servicing rights
portfolio. This compares to valuation adjustments totaling $17.4 million and
$23.0 million, respectively, recorded during the three and nine months ended
September 30, 2001. Changes in the valuation allowance are due to increases or
decreases in estimated prepayments of loans resulting from changes in interest
rates. At September 30, 2002, the valuation allowance on the mortgage servicing
rights portfolio totaled $70.5 million compared to $23.6 million at September
30, 2001.
The fair value of the Corporation's loan servicing portfolio increases as
mortgage interest rates rise and loan prepayments decrease. It is expected that
income generated from the Corporation's loan servicing portfolio will increase
in such an environment. However, this positive effect on the Corporation's
income is offset, in part, by a decrease in additional servicing fee income
attributable to new loan originations, which historically decrease in periods of
higher, or increasing, mortgage interest rates, and by an increase in expenses
from loan production costs since a portion of such costs cannot be deferred due
to lower loan originations. Conversely, the value of the Corporation's loan
servicing portfolio will decrease as mortgage interest rates decline.
27
Gain on Sales of Securities and Changes in Fair Values of Derivatives, Net:
During the three and nine months ended September 30, 2002 and 2001, the
following transactions were recorded:
---------------------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------------------------------------------------------------------------------------------------------------
2002 2001 2002 2001
---------------------------------------------------------------------------------------------------------------------------------
Gain (loss) on the sales of available-for-sale securities:
Investment securities $ 11,159 $ 13,202 $ 20,079 $ 19,355
Mortgages-backed securities -- -- (371) 3,571
---------------------------------------------------------------------------------------------------------------------------------
Net gain on sales 11,159 13,202 19,708 22,926
Changes in the fair value of interest rate floor
agreements not qualifying for hedge accounting 8,931 2,729 10,073 1,335
Amortization expense on the deferred loss
on terminated interest rate swap agreements (509) (509) (1,526) (1,526)
Other items (6) 16 60 2
---------------------------------------------------------------------------------------------------------------------------------
Gain on the sales of securities and changes in fair values of derivatives, net $ 19,575 $ 15,438 $ 28,315 $ 22,737
---------------------------------------------------------------------------------------------------------------------------------
During the three and nine months ended September 30, 2002, the Corporation sold
available-for-sale investment securities totaling $158.1 million and $882.6
million, respectively, resulting in pre-tax gains of $11.2 million and $20.1
million. The gains on the sales of these investment securities were realized to
partially offset the valuation adjustment losses totaling $34.8 million and
$50.8 million, respectively, in the mortgage servicing rights portfolio recorded
in the three and nine months ended September 30, 2002. For the three and nine
months ended September 30, 2001, the Corporation sold available-for-sale
investment and mortgage-backed securities totaling $460.3 million and $919.8
million, respectively, resulting in pre-tax gains of $13.2 million and $22.9
million. The net gains on the sales of these securities were realized to
partially offset the valuation adjustment losses recorded in the mortgage
servicing rights portfolio totaling $17.4 million and $23.0 million,
respectively, for the three and nine months ended September 30, 2001.
During the three months ended September 30, 2002, the Corporation entered into
interest rate floor agreements with notional amounts totaling $550.0 million. At
September 30, 2002, the Corporation had interest rate floor agreements with
notional amounts totaling $1.0 billion and with net gain market value
adjustments totaling $8.9 million and $10.1 million, respectively, recorded
during the three and nine months ended September 30, 2002. These interest rate
floor agreements are used to protect the fair value of the mortgage servicing
rights portfolio due to impairment exposure risk from declining interest rates.
Gain on Sales of Loans:
The Corporation recorded net gains on (i) the sales of loans and (ii) changes in
the fair values of derivative financial instruments and certain hedged items
during the three and nine months ended September 30, 2002, totaling $14.7
million and $21.6 million, respectively, compared to net gains of $3.4 million
and $1.6 million, respectively, for the three and nine months ended September
30, 2001. During the three and nine months ended September 30, 2002, loans
totaling $1.2 billion and $2.3 billion, respectively, were sold resulting in
pre-tax gains of $7.4 million and $16.0 million. During the three and nine
months ended September 30, 2001, loans totaling $664.9 million and $2.0 billion,
respectively, were sold resulting in a pre-tax gain of $3.3 million for the
quarter ended September 30, 2001 and a pre-tax loss of $925,000 for the nine
months ended September 30, 2001. Loans are typically originated by the mortgage
banking operations and sold in the secondary market with loan servicing retained
and without recourse to the Corporation.
The Corporation's derivative financial instruments (forward loan sales
commitments and conforming commitments to originate loans) and certain hedged
items (warehouse loans) are recorded at fair value with the changes in fair
value reported in current earnings. For the three and nine months ended
September 30, 2002, the net changes in the fair values of these derivative
financial instruments and certain hedged items resulted in net gains
approximating $7.3 million and $5.7 million, respectively. These changes in fair
values compare to net gains totaling $136,000 and $2.5 million, respectively,
recorded for the three and nine months ended September 30, 2001.
28
Real Estate Operations:
The Corporation recorded net losses from real estate operations totaling $1.2
million and $4.8 million, respectively, for the three and nine months ended
September 30, 2002, compared to net losses of $1.4 million and $3.2 million,
respectively, for the three and nine months ended September 30, 2001. Real
estate operations reflect impairment losses for real estate, net real estate
operating activity, and gains and losses on dispositions of foreclosed real
estate. The loss for real estate operations decreased for the three months ended
September 30, 2002, compared to the 2001 period primarily due to increases in
the net gains on the dispositions of properties during the 2002 period compared
to 2001. The net increase in the loss for real estate operations for the nine
months ended September 30, 2002, compared to the 2001 period is primarily due to
an impairment loss totaling $1.9 million recorded in 2002 on a residential
master planned community development in Nevada.
Other Operating Income:
Other operating income totaled $8.8 million and $25.2 million, respectively, for
the three and nine months ended September 30, 2002, compared to $7.5 million and
$23.6 million, respectively, for the three and nine months ended September 30,
2001. Miscellaneous mortgage loan income increased $1.7 million and $4.1
million, respectively, for the three and nine months ended September 30, 2002,
compared to the 2001 periods due to an increase in fees on correspondent
brokered loans. Partially offsetting this increase for the nine months ended
September 30, 2002, compared to 2001 is a net decrease of $1.4 million due to
net losses on the sales and write-downs of certain corporate fixed assets. Other
components of other operating income are brokerage commissions, credit life and
disability commissions and insurance commissions. These components totaled $4.2
million and $13.0 million, respectively, for the three and nine months ended
September 30, 2002, compared to $4.3 million and $13.8 million, respectively,
for the 2001 periods. Brokerage commissions decreased $551,000 and $1.7 million,
respectively, for the three and nine months ended September 30, 2002, compared
to the respective 2001 periods due to decreased volumes of customer
transactions. Credit life and disability commissions increased $397,000 and
$702,000, respectively, for the three and nine months ended September 30, 2002,
compared to the respective 2001 periods due to increased volumes in policies
written.
General and Administrative Expenses:
Total general and administrative expenses, excluding exit costs and termination
benefits, approximated $62.0 million and $185.1 million, respectively, for the
three and nine months ended September 30, 2002, compared to $60.6 million and
$180.5 million, respectively, for the three and nine months ended September 30,
2001. The net increase in the 2002 third quarter compared to the 2001 third
quarter is primarily due to increases in compensation and benefits and
advertising partially offset by lower expenses resulting from the reduction in
branches, management's emphasis on tighter cost controls and a net gain on the
sale of four Minnesota branches totaling $876,000. Compensation and benefits
increased $2.3 million in the three months ended September 30, 2002, over the
2001 third quarter and advertising increased $687,000 comparing the same
periods. The increase in compensation and benefits is primarily due to annual
merit increases effective March 1, 2002, for certain employees and other
incentive bonuses. The increase in advertising is for the expanded promotion of
products relating to checking accounts, consumer loans and business banking.
The net increase for the nine months ended September 30, 2002 compared to 2001
is also primarily due to increases in compensation and benefits and advertising
partially offset by lower expenses due to the reduction in branches and
management's emphasis on tighter cost controls. Compensation and benefits
increased $7.4 million for the nine months ended September 30, 2002, over 2001
and advertising increased $2.8 million over the same periods. The increase in
compensation and benefits is primarily due to (i) the employer taxes paid on the
management incentive plan bonuses paid on March 1, 2002, (ii) annual merit
increases to all executives and managers and (iii) other incentive bonuses. The
increase in advertising is for the expanded promotion of products relating to
checking accounts, consumer loans and business banking.
Exit Costs and Termination Benefits:
No gain or loss for exit costs and termination benefits was recorded for the
three and nine months ended September 30, 2002. The Corporation realized net
gains for the three and nine months ended September 30, 2001, totaling $11.0
million and $13.0 million, respectively. These net gains were from premiums
received on the sale of branches ($15.6 million) partially offset by severance
costs associated with right-sizing branch personnel and expenses to close
branches ($440,000 and $1.8 million for the three and nine months ended
September 30, 2001), as well as additional expenses totaling $754,000 to
finalize the sale of the leasing portfolio.
29
Amortization of Core Value of Deposits and Goodwill:
For the three and nine months ended September 30, 2002, amortization of core
value of deposits totaled $1.5 million and $4.8 million, respectively, compared
to $1.7 million and $5.5 million for the three and nine months ended September
30, 2001. The net decreases in amortization expense for the three and nine
months ended September 30, 2002, compared to 2001 are primarily due to core
value of deposits amortizing on an accelerated basis in earlier years.
Effective January 1, 2002, the Corporation adopted SFAS No. 142. Therefore,
beginning in 2002, goodwill is no longer subject to amortization, but will be
evaluated for impairment at least on an annual basis. During the quarter ended
June 30, 2002, the Corporation completed its transitional impairment test on its
goodwill as of January 1, 2002, as required by SFAS No. 142. No impairment loss
was recognized as a result of this test. For calendar year 2002, goodwill
totaling $7.8 million, or approximately $.16 per share, will not be amortized
pursuant to SFAS No. 142. For the three and nine months ended September 30,
2001, amortization of goodwill totaled $2.0 million and $6.2 million,
respectively. See Note B "Implementation of SFAS No. 142 - Goodwill and
Intangible Assets" in the Notes to Condensed Consolidated Financial Statements
for additional information.
Provision for Income Taxes:
The provision for income taxes totaled $10.9 million and $33.9 million,
respectively, for the three and nine months ended September 30, 2002, compared
to $10.6 million and $32.4 million, respectively, for the three and nine months
ended September 30, 2001. The effective income tax rates for the three and nine
months ended September 30, 2002, were 29.1% and 29.2%, respectively, compared to
30.7% and 30.8%, respectively, for the three and nine months ended September 30,
2001. The effective income tax rates are lower for the current quarter and nine
months compared to the respective 2001 periods due to the cessation of goodwill
amortization effective January 1, 2002, and to increases in tax-exempt interest
income and tax credits. The effective tax rates for the three and nine months
ended September 30, 2002 and 2001, vary from the statutory rate primarily due to
tax benefits from the bank owned life insurance, tax-exempt interest income and
tax credits.
Item 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Information as of September 30, 2002, concerning the Corporation's exposure to
market risk, which has remained relatively unchanged from December 31, 2001, is
incorporated by reference under Item 7A "Quantitative and Qualitative
Disclosures About Market Risk" in the Corporation's Annual Report on Form 10-K
for the Corporation's year ended December 31, 2001.
Item 4. CONTROLS AND PROCEDURES
The Corporation's Chief Executive Officer and Chief Financial Officer have
evaluated the Corporation's disclosure controls and procedures (as such term is
defined in Rule 13a-14 (c) under the Exchange Act) as of a date within 90 days
of the date of filing of this Form 10-Q. Based upon such evaluation, the
Corporation's Chief Executive Officer and Chief Financial Officer have concluded
that such controls and procedures are effective to ensure that the information
required to be disclosed by the Corporation in the reports it files under the
Exchange Act is gathered, analyzed and disclosed with adequate timeliness. It
should be noted that most systems of controls can only provide reasonable
assurance of the objectives the systems are designed to obtain. The reliability
of any system of controls is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions,
regardless of how remote.
There have been no significant changes in the Corporation's internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of the evaluation described above.
30
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
99.1 - Chief Executive Officer's Certificate Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
99.2 - Chief Financial Officer's Certificate Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the three months ended
September 30, 2002.
31
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.
COMMERCIAL FEDERAL CORPORATION
(Registrant)
Date: November 14, 2002 /s/ David S. Fisher
----------------- --------------------------------------------
David S. Fisher, Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
Date: November 14, 2002 /s/ Gary L. Matter
----------------- --------------------------------------------
Gary L. Matter, Senior Vice President,
Controller and Secretary
(Principal Accounting Officer)
32
CERTIFICATIONS
I, William A. Fitzgerald, Chairman of the Board and Chief Executive Officer,
certify that:
1. I have reviewed this quarterly report on Form 10-Q of Commercial Federal
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002
/s/ William A. Fitzgerald
-----------------------------------------
William A. Fitzgerald
Chairman of the Board and Chief Executive
Officer
33
CERTIFICATIONS
I, David S. Fisher, Executive Vice President and Chief Financial Officer,
certify that:
1. I have reviewed this quarterly report on Form 10-Q of Commercial Federal
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002
/s/ David S. Fisher
--------------------------------------------
David S. Fisher
Executive Vice President and Chief Financial
Officer
34