Exhibit 99.1
SKY FINANCIAL GROUP, INC.
Condensed Consolidated Balance Sheet (Unaudited)
|
|
|
|
|
|
|
June 30, |
|
(Dollars and shares in thousands) |
|
2007 |
|
|
|
|
|
|
|
Assets |
|
|
|
|
Cash and due from banks |
|
$ |
340,394 |
|
Interest-earning deposits with financial institutions |
|
|
7,793 |
|
Securities purchased under resale agreements with The Huntington
National Bank |
|
|
1,023,284 |
|
|
|
|
|
|
Loans held for sale |
|
|
22,425 |
|
Securities available for sale |
|
|
835,438 |
|
|
|
|
|
|
Loans and leases |
|
|
13,268,734 |
|
Less allowance for loan and lease losses |
|
|
(188,127 |
) |
|
|
|
|
Net loans and leases |
|
|
13,080,607 |
|
|
|
|
|
|
Premises and equipment, net |
|
|
200,335 |
|
Goodwill |
|
|
731,102 |
|
Core deposits and other intangibles, net |
|
|
65,902 |
|
Accrued interest receivable and other assets |
|
|
493,991 |
|
|
|
|
|
Total assets |
|
$ |
16,801,271 |
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
Deposits |
|
|
|
|
Non-interest bearing deposits |
|
$ |
1,906,644 |
|
Interest-bearing deposits |
|
|
10,966,220 |
|
|
|
|
|
Total deposits |
|
|
12,872,864 |
|
|
|
|
|
|
Securities sold under repurchase agreements and federal funds purchased |
|
|
726,191 |
|
Debt and Federal Home Loan Bank advances |
|
|
892,968 |
|
Junior subordinated debentures owed to unconsolidated subsidiary trusts |
|
|
263,983 |
|
Accrued interest payable and other liabilities |
|
|
140,874 |
|
|
|
|
|
Total liabilities |
|
|
14,896,880 |
|
|
|
|
|
|
|
|
|
|
Shareholders Equity |
|
|
|
|
Serial preferred stock, $10.00 par value; 10,000 shares authorized; none
issued |
|
|
|
|
Common stock, no par value; 350,000 shares authorized; 119,876 shares issued |
|
|
1,477,008 |
|
Retained earnings |
|
|
492,990 |
|
Treasury stock; 1,828 shares |
|
|
(49,401 |
) |
Accumulated other comprehensive loss |
|
|
(16,206 |
) |
|
|
|
|
Total shareholders equity |
|
|
1,904,391 |
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
16,801,271 |
|
|
|
|
|
The accompanying notes are an integral part of the unaudited condensed consolidated financial
statements.
1
SKY FINANCIAL GROUP, INC.
Condensed Consolidated Statements of Income
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
June 30, |
|
(Dollars and shares in thousands) |
|
2007 |
|
|
2006 |
|
|
Interest Income |
|
|
|
|
|
|
|
|
Loans, including fees |
|
$ |
490,540 |
|
|
$ |
404,050 |
|
Securities |
|
|
|
|
|
|
|
|
Taxable |
|
|
72,583 |
|
|
|
72,491 |
|
Non-taxable |
|
|
793 |
|
|
|
123 |
|
Federal funds sold and other |
|
|
2,682 |
|
|
|
526 |
|
|
|
|
|
|
|
|
Total interest income |
|
|
566,598 |
|
|
|
477,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense |
|
|
|
|
|
|
|
|
Deposits |
|
|
212,613 |
|
|
|
141,040 |
|
Borrowed funds |
|
|
64,152 |
|
|
|
70,094 |
|
|
|
|
|
|
|
|
Total interest expense |
|
|
276,765 |
|
|
|
211,134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Income |
|
|
289,833 |
|
|
|
266,056 |
|
Provision for Credit Losses |
|
|
39,524 |
|
|
|
16,630 |
|
|
|
|
|
|
|
|
Net interest income after provision for credit losses |
|
|
250,309 |
|
|
|
249,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Interest Income |
|
|
|
|
|
|
|
|
Brokerage and insurance commissions |
|
|
34,609 |
|
|
|
35,672 |
|
Service charges and fees on deposit accounts |
|
|
43,639 |
|
|
|
28,525 |
|
Trust services income |
|
|
14,017 |
|
|
|
11,893 |
|
Mortgage banking income |
|
|
12,697 |
|
|
|
12,081 |
|
Net securities losses |
|
|
(71,818 |
) |
|
|
(85 |
) |
Derivatives gains (losses) on swaps |
|
|
7 |
|
|
|
(9,930 |
) |
Net cash settlements on swaps |
|
|
|
|
|
|
(199 |
) |
Other income |
|
|
38,469 |
|
|
|
24,657 |
|
|
|
|
|
|
|
|
Total non-interest income |
|
|
71,620 |
|
|
|
102,614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Interest Expense |
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
147,928 |
|
|
|
115,619 |
|
Occupancy and equipment expense |
|
|
41,406 |
|
|
|
34,777 |
|
Merger, integration and restructuring expense |
|
|
2,910 |
|
|
|
544 |
|
Amortization expense |
|
|
9,015 |
|
|
|
7,685 |
|
Other operating expense |
|
|
70,824 |
|
|
|
49,474 |
|
|
|
|
|
|
|
|
Total non-interest expense |
|
|
272,083 |
|
|
|
208,099 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations before income taxes |
|
|
49,846 |
|
|
|
143,941 |
|
Income taxes |
|
|
16,322 |
|
|
|
48,228 |
|
|
|
|
|
|
|
|
Earnings from continuing operations |
|
|
33,524 |
|
|
|
95,713 |
|
Income from discontinued operations (net of tax) |
|
|
1,763 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
35,287 |
|
|
$ |
95,713 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the financial statements.
2
SKY FINANCIAL GROUP, INC.
(Unaudited)
Condensed Consolidated Statements of Changes in
Shareholders Equity
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
(Dollars in thousands, except per share data) |
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
1,880,648 |
|
|
$ |
1,553,877 |
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
|
|
|
|
|
|
|
Net income |
|
|
35,287 |
|
|
|
95,713 |
|
Other comprehensive income (loss) |
|
|
14,976 |
|
|
|
(37,239 |
) |
|
|
|
|
|
|
|
Total comprehensive income |
|
|
50,263 |
|
|
|
58,474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common cash dividends |
|
|
(58,926 |
) |
|
|
(50,032 |
) |
Shares issued for stock option exercises |
|
|
25,011 |
|
|
|
5,378 |
|
Stock based compensation expense |
|
|
8,724 |
|
|
|
4,308 |
|
Common shares issued for acquisitions |
|
|
732 |
|
|
|
1,777 |
|
Other |
|
|
(2,061 |
) |
|
|
731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
1,904,391 |
|
|
$ |
1,574,513 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common cash dividend per share |
|
$ |
0.50 |
|
|
$ |
0.46 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the financial statements.
3
SKY FINANCIAL GROUP, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
(Dollars in thousands, except share data) |
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
Operating Activities |
|
|
|
|
|
|
|
|
Net cash provided from operations |
|
$ |
117,402 |
|
|
$ |
111,455 |
|
|
|
|
|
|
|
|
|
|
Investing Activities |
|
|
|
|
|
|
|
|
Net decrease in interest bearing deposits in other banks |
|
|
4,452 |
|
|
|
1,811 |
|
Net increase in securities purchased under resale agreements |
|
|
(983,284 |
) |
|
|
|
|
Securities available for sale: |
|
|
|
|
|
|
|
|
Proceeds from maturities and payments |
|
|
274,389 |
|
|
|
254,495 |
|
Proceeds from sales |
|
|
2,057,041 |
|
|
|
20,581 |
|
Purchases |
|
|
(86,268 |
) |
|
|
(323,333 |
) |
Proceeds from sales of non-mortgage loans |
|
|
74,398 |
|
|
|
121,245 |
|
Net increase in loans |
|
|
(546,195 |
) |
|
|
(213,907 |
) |
Purchases of premises and equipment |
|
|
(5,654 |
) |
|
|
(10,880 |
) |
Proceeds from sales of premises and equipment |
|
|
866 |
|
|
|
941 |
|
Proceeds from sales of other real estate |
|
|
6,493 |
|
|
|
8,606 |
|
Net cash paid for acquisitions |
|
|
(299 |
) |
|
|
(172 |
) |
|
|
|
|
|
|
|
Net cash provided by (used for) investing activities |
|
|
795,939 |
|
|
|
(140,613 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities |
|
|
|
|
|
|
|
|
Net (decrease) increase in deposit accounts |
|
|
(357,456 |
) |
|
|
337,207 |
|
Net decrease in federal funds and repurchase agreements |
|
|
(252,882 |
) |
|
|
(169,338 |
) |
Net decrease in short-term FHLB advances |
|
|
(150,000 |
) |
|
|
(175,000 |
) |
Proceeds from issuance of debt and long-term FHLB advances |
|
|
392,264 |
|
|
|
214,915 |
|
Repayment of debt and long-term FHLB advances |
|
|
(486,303 |
) |
|
|
(159,537 |
) |
Net decrease in borrowings under bank lines of credit |
|
|
(35,000 |
) |
|
|
|
|
Cash dividends and cash paid for fractional shares |
|
|
(54,655 |
) |
|
|
(49,918 |
) |
Tax benefits from tax deductions in excess of the compensation cost
recognized |
|
|
2,239 |
|
|
|
603 |
|
Proceeds from issuance of common stock |
|
|
25,011 |
|
|
|
5,378 |
|
Other items |
|
|
(2,023 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used for) provided by financing activities |
|
|
(918,805 |
) |
|
|
4,310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and due from banks |
|
|
(5,464 |
) |
|
|
(24,848 |
) |
Cash and due from banks at beginning of period |
|
|
345,858 |
|
|
|
318,114 |
|
|
|
|
|
|
|
|
Cash and due from banks at end of period |
|
$ |
340,394 |
|
|
$ |
293,266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
283,967 |
|
|
$ |
209,698 |
|
Income taxes paid |
|
|
22,003 |
|
|
|
57,833 |
|
Non-cash transactions |
|
|
|
|
|
|
|
|
Common shares issued for acquisitions |
|
|
732 |
|
|
|
1,777 |
|
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
4
SKY FINANCIAL GROUP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars and shares in thousands, except per share data)
1. Accounting Policies
Sky Financial Group, Inc. (Sky Financial) is a financial holding company headquartered in Bowling
Green, Ohio, that owns and operates Sky Bank which is primarily engaged in the commercial and
consumer banking business in Ohio, southern Michigan, western Pennsylvania, northern West Virginia
and central Indiana. Sky Financial also operates businesses relating to insurance, trust and other
related financial services.
The accounting and reporting policies followed by Sky Financial conform in all material respects to
accounting principles generally accepted in the United States of America (US GAAP) and to general
practices within the financial services industry. The preparation of financial statements in
conformity with US GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements. Actual results could differ from those estimates. The
allowance for credit losses and fair values of financial instruments and mortgage servicing rights
are particularly subject to change.
These condensed consolidated unaudited interim financial statements are prepared without an audit
and reflect all adjustments of a normal recurring nature which, in the opinion of management, are
necessary to present fairly the consolidated financial position of Sky Financial at June 30, 2007,
and its results of operations and cash flows for the periods presented. In accordance with US GAAP
for interim financial information, these statements do not include certain information and footnote
disclosures required for complete annual financial statements. Sky Financials Annual Report for
the year ended December 31, 2006, contains consolidated financial statements and related notes
which should be read in conjunction with the accompanying condensed consolidated financial
statements. The results of operations for the interim periods disclosed herein are not necessarily
indicative of the results that may be expected for a full year.
New Accounting Pronouncements
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes: An Interpretation of FASB Statement No. 109 (FIN 48), which clarifies the accounting for
uncertainty in tax positions. This Interpretation requires that Sky Financial recognize in the
financial statements, the impact of a tax position, if that position is more likely than not to be
sustained on audit, based on the technical merits of the position. The provisions of FIN 48 were
effective as of the beginning of our 2007 fiscal year, with the cumulative effect of the change in
accounting principle recorded as an adjustment to opening retained earnings. The cumulative change
in accounting recorded directly to retained earnings and the effect on 2007 income from operations
was not material.
In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities
(FAS 159). FAS 159 provides companies with an option to select financial assets and liabilities to
be reported at fair value. FAS 159s objective is to reduce both complexity in accounting for
financial instruments and the volatility in earnings caused by measuring related assets and
liabilities differently. FAS 159 also establishes presentation and disclosure requirements
designed to facilitate comparisons between companies that choose different measurement attributes
for similar types of assets and liabilities. FAS 159 requires companies to provide additional
information that will help investors and other users of financial statements to more easily
understand the effect of the companys choice to use fair value on its earnings. It also requires
entities to display the fair value of those assets and liabilities for which the company has chosen
to use fair value on the face of the balance sheet. FAS 159 is effective as of the beginning of an
entitys first fiscal year beginning after November 15, 2007. Early adoption is permitted as of
the beginning of the previous fiscal year provided that the entity makes that choice in the first
120 days of that fiscal year and also elects to apply the provisions of Statement 157. Sky
Financial did not early adopt FAS 159.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value
Measurements (FAS 157). FAS 157 enhances existing guidance for measuring assets and liabilities
using fair value. Prior to the issuance of FAS 157, guidance for applying fair value was
incorporated in several accounting pronouncements. FAS 157 provides a single definition of fair
value, together with a framework for measuring it, and requires additional disclosure about the use
of fair value to measure assets and liabilities. FAS 157 also emphasizes that fair value is a
market-based measurement, not an entity-specific measurement, and sets out a fair value hierarchy
with the highest priority being quoted prices in active markets. Under FAS 157, fair value
measurements are disclosed by level within that hierarchy. While FAS 157 does not add any new fair
value measurements, it does
5
change current practice. Changes to practice include: (1) a requirement for an entity to include
its own credit standing in the measurement of its liabilities; (2) a modification of the
transaction price presumption; (3) a prohibition on the use of block discounts when valuing large
blocks of securities for broker-dealers and investment companies; and (4) a requirement to adjust
the value of restricted stock for the effect of the restriction, even if the restriction lapses
within one year. FAS 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. Sky Financial has not
determined the impact of adopting FAS 157 on its financial statements.
2. Stock Based Compensation
The following table illustrates the total stock compensation expense recorded in salaries and
employee benefits expense for the six months ended June 30, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
Stock option expense |
|
$ |
5,114 |
|
|
$ |
2,715 |
|
Restricted stock expense |
|
|
3,581 |
|
|
|
1,593 |
|
|
|
|
|
|
|
|
Total expense |
|
$ |
8,695 |
|
|
$ |
4,308 |
|
|
|
|
|
|
|
|
Tax benefit |
|
$ |
3,043 |
|
|
$ |
1,508 |
|
|
|
|
|
|
|
|
In accordance with the change in control provisions of the Sky Financial
stock option plans, all remaining restricted shares and stock options were vested in June 2007 prior to the July acquisition of Sky Financial by Huntington
Bancshares Incorporated (Huntington). These
change of control provisions resulted in additional expense of $6,635 during 2007 included above.
There were no stock options or restricted shares issued in the first half of 2007. In the first
quarter of 2006, 157 shares of restricted stock and 677 stock options were granted to directors,
officers and employees under various restricted stock and stock option plans.
3. Critical Accounting Policies
The accounting and reporting policies of Sky Financial are in accordance with USGAAP and conform to
general practices within the financial services industry. Accounting and reporting policies for the
allowance for credit losses and mortgage servicing rights are deemed critical since they involve
the use of estimates and require significant management judgments. Application of assumptions
different than those used by management could result in material changes in Sky Financials
financial position or results of operations. Note 1 (Summary of Significant Accounting Policies),
Note 4 (Loans and Allowance for Credit Losses) and Note 20 (Mortgage Banking Activities), of the
2006 Annual Report and Form 10-K, provide detail with regard to Sky Financials accounting for the
allowance for loan losses and for mortgage servicing rights. There have been no significant changes
in the application of accounting policies since December 31, 2006.
4. Mergers, Acquisitions and Divestitures
Huntington Merger
On July 1, 2007, Huntington completed its merger with Sky Financial in a stock and cash transaction
valued at $3.5 billion.
Under the terms of the merger agreement, Sky Financial shareholders received 1.098 shares of
Huntington common stock, on a tax-free basis, and a cash payment of $3.023 for each share of Sky
Financial common stock.
6
5. Securities
The unrealized gains and losses and estimated fair values at June 30, 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated |
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Fair |
|
|
Unrealized |
|
|
Unrealized |
|
|
Amortized |
|
June 30, 2007 |
|
Value |
|
|
Gains |
|
|
Losses |
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury |
|
$ |
200 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
200 |
|
U.S. government agencies and corporations |
|
|
3,049 |
|
|
|
|
|
|
|
|
|
|
|
3,049 |
|
Obligations of state and political subdivisions |
|
|
1,829 |
|
|
|
|
|
|
|
(9 |
) |
|
|
1,838 |
|
Corporate and other securities |
|
|
1,400 |
|
|
|
|
|
|
|
|
|
|
|
1,400 |
|
Mortgage-backed securities |
|
|
586,993 |
|
|
|
|
|
|
|
(22,312 |
) |
|
|
609,305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt securities available for sale |
|
|
593,471 |
|
|
|
|
|
|
|
(22,321 |
) |
|
|
615,792 |
|
Marketable equity securities available for sale |
|
|
44,242 |
|
|
|
178 |
|
|
|
(922 |
) |
|
|
44,986 |
|
FHLB, FRB and Bankers Bank Stock (1) |
|
|
197,725 |
|
|
|
|
|
|
|
|
|
|
|
197,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities |
|
$ |
835,438 |
|
|
$ |
178 |
|
|
$ |
(23,243 |
) |
|
$ |
858,503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Certain securities such as Federal Home Loan Bank (FHLB), Federal Reserve Board (FRB), and
Bankers Bank stock are carried at amortized cost. |
The decrease in the overall securities available for sale was a result of Sky Financial
restructuring its balance sheet in anticipation of the merger with Huntington. In June 2007, Sky
Financial sold securities in anticipation of the merger with a book value of $2,062,730 and
received proceeds of $1,990,694. The resulting loss of $72,036 was recorded as a component of net
securities losses in the Condensed Consolidated Statements of Income for the six months ended June
30, 2007.
As of June 30, 2007, management has evaluated all other investment
securities with unrealized losses and all non-marketable securities for impairment. The unrealized losses were caused by interest rate
increases and other market related conditions. The contractual terms and/or cash flows of the investments do not permit the issuer to settle
the securities at a price less than the amortized cost. Management has the intent and ability to hold these investment securities
until the fair value is recovered, which may be maturity, and
therefore, does not consider them to be other-than-temporarily impaired
at June 30, 2007.
6. Loans
The loan portfolio was as follows:
|
|
|
|
|
|
|
June 30, |
|
|
|
2007 |
|
|
Real estate loans: |
|
|
|
|
Construction |
|
$ |
876,383 |
|
Residential mortgage |
|
|
3,660,587 |
|
Non-residential mortgage |
|
|
3,543,184 |
|
Commercial, financial and agricultural |
|
|
4,443,850 |
|
Installment and credit card loans |
|
|
744,730 |
|
|
|
|
|
Total loans |
|
$ |
13,268,734 |
|
|
|
|
|
7
The following table presents the aggregate amounts of non-performing loans at June 30, 2007
|
|
|
|
|
Non-accrual loans |
|
$ |
150,249 |
|
Restructured loans |
|
|
39 |
|
|
|
|
|
Total non-performing loans |
|
$ |
150,288 |
|
|
|
|
|
Non-accrual loans include $15,429 of loans at June 30, 2007 that are secured by surety bonds and
the assignment of payment streams from pools of commercial leases for which payment is over 90 days
past due. See Note 15 Commitments and Contingencies for additional discussion.
7. Borrowings
Sky Financials debt, FHLB advances and junior subordinated debentures owed to
unconsolidated subsidiary trusts are comprised of the following:
|
|
|
|
|
|
|
June 30, |
|
|
|
2007 |
|
|
|
|
|
|
|
Borrowings under FHLB lines of credit |
|
$ |
727,840 |
|
Subordinated note, due April 2013 at 5.35% |
|
|
50,000 |
|
Subordinated note, due October 2012 at 6.125% |
|
|
65,000 |
|
Subordinated note, due January 2008 at 7.08% |
|
|
50,000 |
|
Junior subordinated debentures owed to unconsolidated
subsidiary trusts: |
|
|
|
|
Due May 2030 at 9.34% |
|
|
61,856 |
|
Due October 2032 at 9.01% (variable) |
|
|
10,314 |
|
Due April 2033 at 8.63% (variable) |
|
|
6,245 |
|
Due October 2033 at 8.32% (variable) |
|
|
30,928 |
|
Due June 2036 at 6.77% (variable) |
|
|
77,320 |
|
Due June 2036 at 6.76% (variable) |
|
|
77,320 |
|
Capital lease obligation and other items |
|
|
128 |
|
|
|
|
|
Total borrowings |
|
$ |
1,156,951 |
|
|
|
|
|
The amount of junior subordinated debentures owed to unconsolidated subsidiary trusts represent the
par value adjusted for any unamortized discount.
8
8. Other Comprehensive Income (Loss)
Other comprehensive income (loss) consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
Securities available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized securities losses
arising during period |
|
$ |
(49,896 |
) |
|
$ |
(60,305 |
) |
Reclassification adjustment for
losses included in income |
|
|
71,818 |
|
|
|
85 |
|
|
|
|
|
|
|
|
|
|
|
21,922 |
|
|
|
(60,220 |
) |
|
|
|
|
|
|
|
Cash flow hedge derivatives
|
|
|
|
|
|
|
|
|
Change in fair value of cash flow
hedge derivatives |
|
|
1,124 |
|
|
|
2,929 |
|
|
|
|
|
|
|
|
|
|
Minimum pension liability and other |
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
before income taxes |
|
|
23,040 |
|
|
|
(57,291 |
) |
Tax effect |
|
|
(8,064 |
) |
|
|
20,052 |
|
|
|
|
|
|
|
|
Total other comprehensive income (loss) |
|
$ |
14,976 |
|
|
$ |
(37,239 |
) |
|
|
|
|
|
|
|
9. Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted average number of
shares outstanding less the weighted average unvested restricted shares outstanding during the
period. Diluted earnings per share is computed using the weighted average number of shares
determined for the basic computation in addition to the dilutive effect of potential common shares
issuable under stock options and the restricted shares. For the six months ended June 30, 2007 and
2006, 860 and 1,705 weighted average shares, respectively, under option were excluded from the
diluted earnings per share calculation as they were anti-dilutive. Certain amounts do not add due to rounding.
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Income From Continuing Operations |
|
$ |
33,524 |
|
|
$ |
95,713 |
|
Income From Discontinued Operations |
|
|
1,763 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
35,287 |
|
|
$ |
95,713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted-average common shares
outstanding (basic) |
|
|
117,522 |
|
|
|
108,400 |
|
Effect of non-vested restricted shares |
|
|
88 |
|
|
|
71 |
|
Effect of stock options |
|
|
853 |
|
|
|
834 |
|
|
|
|
|
|
|
|
Weighted-average common shares
outstanding (diluted) |
|
|
118,463 |
|
|
|
109,305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share from Continuing
Operations: |
|
|
|
|
|
|
|
|
9
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.29 |
|
|
$ |
0.88 |
|
Diluted |
|
|
0.28 |
|
|
|
0.88 |
|
|
|
|
|
|
|
|
|
|
Earnings per share from Discontinued Operations: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.02 |
|
|
|
|
|
Diluted |
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.30 |
|
|
$ |
0.88 |
|
Diluted |
|
|
0.30 |
|
|
|
0.88 |
|
10. Capital Resources
The FRB has established risk-based capital guidelines that must be observed by financial holding
companies and banks. Failure to meet specified minimum capital requirements can result in certain
mandatory actions by primary regulators of Sky Financial and its bank subsidiary that could have a
material effect on Sky Financials financial condition or results of operations. Under capital
adequacy guidelines, Sky Financial and its bank subsidiary must meet specific quantitative measures
of their assets, liabilities and certain off-balance sheet items as determined under regulatory
accounting practices. Sky Financials and its banks capital amounts and classification are also
subject to qualitative judgments by the regulators about components, risk weightings and other
factors. Management believes, as of June 30, 2007, that Sky Financial and its bank meet all
capital adequacy requirements to which they are subject.
Sky Financial and its bank have been notified by their respective regulators that, as of the most
recent regulatory examinations, each is regarded as well capitalized under the regulatory framework
for prompt corrective action. Such determinations have been made evaluating Sky Financial and its
bank under Tier I, total capital, and leverage ratios. There are no conditions or events since
these notifications that management believes have changed any of the well capitalized
categorizations of Sky Financial and its bank subsidiary.
Sky Financials and Sky Banks capital ratios are presented in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Required to be |
|
|
|
|
|
|
|
|
|
|
Minimum Required |
|
Well Capitalized |
|
|
|
|
|
|
|
|
|
|
For Capital |
|
Under Prompt Corrective |
|
|
Actual |
|
Adequacy Purposes |
|
Action Regulations |
June 30, 2007 |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital to risk-weighted assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sky Financial |
|
$ |
1,668,906 |
|
|
|
11.6 |
% |
|
$ |
1,148,290 |
|
|
|
8.0 |
% |
|
$ |
1,435,363 |
|
|
|
10.0 |
% |
Sky Bank |
|
|
1,594,429 |
|
|
|
11.2 |
|
|
|
1,137,562 |
|
|
|
8.0 |
|
|
|
1,421,952 |
|
|
|
10.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 capital to risk-weighted
assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sky Financial |
|
$ |
1,374,368 |
|
|
|
9.6 |
% |
|
$ |
574,145 |
|
|
|
4.0 |
% |
|
$ |
861,218 |
|
|
|
6.0 |
% |
Sky Bank |
|
|
1,349,347 |
|
|
|
9.5 |
|
|
|
568,781 |
|
|
|
4.0 |
|
|
|
853,171 |
|
|
|
6.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 capital to average assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sky Financial |
|
$ |
1,374,368 |
|
|
|
8.2 |
% |
|
$ |
672,257 |
|
|
|
4.0 |
% |
|
$ |
840,322 |
|
|
|
5.0 |
% |
Sky Bank |
|
|
1,349,347 |
|
|
|
8.1 |
|
|
|
666,958 |
|
|
|
4.0 |
|
|
|
833,697 |
|
|
|
5.0 |
|
|
10
11. Goodwill and Intangible Assets
Goodwill at June 30, 2007 was $731,102. Goodwill is reviewed annually for impairment. In the first
six months of 2007, Sky Financial recorded additional goodwill of $1,031 related to the acquisition
of an insurance agency and an additional $1,811 related to previous acquisitions. Additionally, certain goodwill
balances originally recorded to the Community Banking line of business were reclassified to the Financial Services Affiliates line
of business when the purchase price allocation was finalized.
Net other intangible assets at June 30, 2007 were $65,902. These assets consist primarily of core
deposit intangibles and customer relationship intangibles and are being amortized in accordance
with Sky Financials accounting policies. Amortization expense on finite-lived intangible assets
is expected to be $8,577 for the remainder of 2007, with $16,161; $13,610; $11,758; $10,411 and $5,385 expected to be recorded in 2008, 2009,
2010, 2011, and 2012, respectively. These charges are exclusive of any changes in amortization due to future
acquisitions.
12. Line of Business Reporting
Sky Financial manages and operates two major lines of business: community banking and financial
services. Community banking includes lending and related services to businesses and consumers,
mortgage banking and deposit-gathering. Other financial services consist of non-banking companies
engaged in trust and wealth management, insurance and other financial-related services.
The reported line of business results reflect the underlying core operating performance within the
business units. Parent and Other is comprised of the parent company and several smaller business
units. It includes the net
funding cost of the parent company and intercompany eliminations. Expenses for centrally provided
services and support are allocated based principally upon estimated usage of services. All merger,
integration and restructuring charges company-wide are included in Parent and Other. Substantially
all of Sky Financials assets are part of the community banking line of business.
11
Selected segment information for the six months ended June 30, 2007 and 2006 is included in the
following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial |
|
|
Parent |
|
|
|
|
|
|
Community |
|
|
Services |
|
|
And |
|
|
|
|
Six months ended June 30, 2007 |
|
Banking |
|
|
Affiliates |
|
|
Other |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (expense) |
|
$ |
299,944 |
|
|
$ |
264 |
|
|
$ |
(10,375 |
) |
|
$ |
289,833 |
|
Provision for credit losses |
|
|
39,524 |
|
|
|
|
|
|
|
|
|
|
|
39,524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (loss) after provision |
|
|
260,420 |
|
|
|
264 |
|
|
|
(10,375 |
) |
|
|
250,309 |
|
Non-interest income |
|
|
26,334 |
|
|
|
43,932 |
|
|
|
1,354 |
|
|
|
71,620 |
|
Non-interest expense |
|
|
221,259 |
|
|
|
33,644 |
|
|
|
17,180 |
|
|
|
272,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations before
income taxes |
|
|
65,495 |
|
|
|
10,552 |
|
|
|
(26,201 |
) |
|
|
49,846 |
|
Income taxes |
|
|
20,909 |
|
|
|
4,523 |
|
|
|
(9,110 |
) |
|
|
16,322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations |
|
|
44,586 |
|
|
|
6,029 |
|
|
|
(17,091 |
) |
|
|
33,524 |
|
Income from discontinued operations (net of tax) |
|
|
|
|
|
|
|
|
|
|
1,763 |
|
|
|
1,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
44,586 |
|
|
$ |
6,029 |
|
|
$ |
(15,328 |
) |
|
$ |
35,287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill at January 1, 2007 |
|
$ |
678,378 |
|
|
$ |
49,882 |
|
|
$ |
|
|
|
$ |
728,260 |
|
Net activity |
|
|
(1,711 |
) |
|
|
4,553 |
|
|
|
|
|
|
|
2,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill at June 30, 2007 |
|
$ |
676,667 |
|
|
$ |
54,435 |
|
|
$ |
|
|
|
$ |
731,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average assets |
|
$ |
17,437,046 |
|
|
$ |
100,888 |
|
|
$ |
90,287 |
|
|
$ |
17,628,221 |
|
Depreciation and amortization |
|
|
18,649 |
|
|
|
923 |
|
|
|
282 |
|
|
|
19,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial |
|
|
Parent |
|
|
|
|
|
|
Community |
|
|
Services |
|
|
And |
|
|
|
|
Six months ended June 30, 2006 |
|
Banking |
|
|
Affiliates |
|
|
Other |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (expense) |
|
$ |
271,975 |
|
|
$ |
191 |
|
|
$ |
(6,110 |
) |
|
$ |
266,056 |
|
Provision for credit losses |
|
|
16,630 |
|
|
|
|
|
|
|
|
|
|
|
16,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (loss) after provision |
|
|
255,345 |
|
|
|
191 |
|
|
|
(6,110 |
) |
|
|
249,426 |
|
Non-interest income |
|
|
67,732 |
|
|
|
44,549 |
|
|
|
(9,667 |
) |
|
|
102,614 |
|
Non-interest expense |
|
|
175,278 |
|
|
|
33,046 |
|
|
|
(225 |
) |
|
|
208,099 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
147,799 |
|
|
|
11,694 |
|
|
|
(15,552 |
) |
|
|
143,941 |
|
Income taxes |
|
|
49,353 |
|
|
|
4,975 |
|
|
|
(6,100 |
) |
|
|
48,228 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
98,446 |
|
|
$ |
6,719 |
|
|
$ |
(9,452 |
) |
|
$ |
95,713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill at January 1, 2006 |
|
$ |
461,571 |
|
|
$ |
60,291 |
|
|
$ |
|
|
|
$ |
521,862 |
|
Net activity |
|
|
680 |
|
|
|
1,602 |
|
|
|
|
|
|
|
2,282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill at June 30, 2006 |
|
$ |
462,251 |
|
|
$ |
61,893 |
|
|
$ |
|
|
|
$ |
524,144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average assets |
|
$ |
15,473,544 |
|
|
$ |
103,482 |
|
|
$ |
100,910 |
|
|
$ |
15,677,936 |
|
Depreciation and amortization |
|
|
16,036 |
|
|
|
834 |
|
|
|
371 |
|
|
|
17,241 |
|
12
13. Commitments and Contingencies
In re Commercial Money Center, Inc. Equipment Lease Litigation in the U. S. District Court for the
Northern District of Ohio, Eastern Division, MDL Case No. 1:02-CV-16000
Between August 2000 and December 2001, Sky Bank and two of its predecessor banks provided financing
to a commercial borrower and its affiliated entities for the purchase of six separate portfolios of
commercial lease pools, and a warehouse line of credit to finance lease pools. These loans are
secured by assignments of the payment streams from the underlying leases, surety bonds or insurance
policies, and a limited guarantee from the sole member of the commercial borrower.
Upon default of these commercial loans, Sky Bank (and its predecessors) made demand for payment
from Illinois Union Insurance Company (IU), RLI Insurance Company (RLI), and Royal Indemnity
Company (Royal) under the relevant surety bonds and insurance policies. IU, RLI, and Royal
(collectively, the Sureties) have failed to make the payments required under the surety bonds and
insurance policies. As a result, in the spring of 2002, Sky Financial and its predecessors filed
suit against each of the Sureties seeking to enforce Sky Banks rights under the surety bonds and
insurance policies issued by the Sureties in connection with the commercial lease pools. Sky
Financials complaints claim breach of contract, bad faith and allege that the Sureties are liable
for the payments due to Sky Financial under the terms of the bonds and are estopped from asserting
fraud as a defense to paying any claims under the bonds. In October, 2002, the suits were
consolidated for pretrial purposes with more than 35 other lawsuits involving similar claims in the
United States District Court for the Northern District of Ohio, Eastern Division, under the Federal
Multi-district Litigation (MDL) Rules.
The key defense of the Sureties in denying Sky Banks claims under the surety bonds is that they
were fraudulently induced by the originator of the commercial leases to issue the surety bonds in
the first instance. The Sureties have also asserted related defenses that the underlying equipment
leases are invalid, usurious, or otherwise unenforceable. Sky Bank believes that none of these
defenses can defeat Sky Banks claims under the surety bonds, which, in the view of Sky Bank,
provide for absolute and unconditional guarantees of payment. Moreover, Sky Bank believes that the
Sureties are responsible to Sky Bank, as the Obligee or Named Insured under the bonds, for the
underwriting of the lessees and leases, including all issues of fraud, and that the Sureties waived
any defense of fraud to claims under the bonds.
On December 21, 2005, Sky Financial sold and assigned to a third party, without recourse, all of
its rights and interests in three loans secured by commercial lease pools and surety bonds issued
by Royal. On March 31, 2006, Sky Financial and IU settled in full its litigation pertaining to two
loans secured by pools of leases and insurance policies issued by IU. The aggregate principal
balance of the three loans sold to a third party and the two loans which were settled was $14.2
million, and the aggregate proceeds received by Sky Financial in the sale and the settlement was
$14.9 million.
The remaining pool and the warehouse line of credit secured by surety bonds issued by RLI was
settled by Huntington on July 2, 2007, resulting in no material impact.
American Home Mortgage Corp. v. Union Federal Bank of Indianapolis, Case No. 06-CV-7864 (JGK)
(RLE), U.S. District Court for the Southern District of New York
Prior to its acquisition by Sky Financial, Waterfield Mortgage Company, Incorporated (Waterfield)
sold its mortgage banking business to American Home Mortgage Corp. (American Home). As part of
the sale agreement, an escrow in the amount of $55 million was established and any purchase price
adjustment associated with the sale of the mortgage banking business was to be deducted from the
escrow. Waterfield and American Home were unable to reach agreement as to the purchase price
adjustment, and American Home filed the captioned lawsuit against Waterfields subsidiary, Union
Federal Bank (UFB), for breach of contract, negligent misrepresentation and declaratory and
injunctive relief, and has made a claim for relief in excess of $29 million.
Sky Financial completed its acquisition of Waterfield on October 17, 2006, and as a result, has
become a party in interest in the litigation. Sky Financial, in conjunction with the former
shareholders of Waterfield to the extent of their respective interests in the escrow, have filed,
inter alia, a motion to dismiss the action as well a motion to substitute the entity representing
Waterfield shareholders in place of Union Federal Bank as the party in interest in the litigation.
Prior to the sale to American Home, all loans were closed in the name of UFB or in the name of
Waterfield and then assigned to UFB. Since UFB is the listed mortgagee, all investor claims are
coming to Sky Financial as successor. Per the sale agreement all claims related to sold mortgage
loans were to be submitted to American Home for reimbursement.
In addition to the large escrow discussed above, Sky was provided with a broad indemnity agreement
from American Home as part of the sale agreement and a $6.7 million new escrow. To the extent that
the escrow did not satisfy the outstanding claims Sky also negotiated the ability to make a claim
against the $55 million escrow. Sky has been submitting claims to American Home since October 2006
under the broad indemnity agreement, but has not received any payment on the claims, therefore the
new escrow account has been used to satisfy the claims. American Home filed for bankruptcy in
August 2007, therefore it is unlikely the American Home indemnity will provide any reimbursement on
claims. In addition, management believes the bankruptcy trustee will attempt to make a claim for
some or all of the $55 million escrow.
After consultation with special counsel, Sky Financial believes that it has substantial and
meritorious defenses and that exposure, if any, should be absorbed by the escrow, and as such is
not expected to have a material effect on the consolidated financial position or results of
operations of Sky Financial. American Home filed for bankruptcy in August 2007.
A schedule of significant commitments at June 30, 2007 follows:
|
|
|
|
|
|
Commitments to extend credit |
|
$ |
3,629,867 |
|
Standby letters of credit |
|
|
253,280 |
|
Letters of credit |
|
|
2,233 |
|
On March 31, 2004, Sky Financial completed the sale of its dental financing affiliate, Sky
Financial Solutions. The Sky Financial Solutions sales agreement contained a contingency based
upon future charge-offs between Sky Financial and the acquirer. In the second quarter of 2007, Sky
Financial renegotiated the sale agreement and removed the sales agreement contingency. The
resulting after tax gain of $1,763 is included as earnings from discontinued operations for the six
months ended June 30, 2007.
13