UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission File Number 0-9756
RIGGS NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 52-1217953
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1503 Pennsylvania Avenue, N.W., Washington, D.C. 20005
(Address of principal executive offices) (Zip Code)
(202) 835-4309
(Registrant's telephone number, including area code)
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 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 .
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $2.50 par value 28,505,855
(Title of Class) (Outstanding at April 30, 2002)
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements
Consolidated Statements of Income (Unaudited)
Three months ended March 31, 2002 and 2001 3
Consolidated Statements of Condition (Unaudited)
March 31, 2002 and 2001, and December 31, 2001 4
Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
Three months ended March 31, 2002 and 2001 5
Consolidated Statements of Cash Flows (Unaudited)
Three months ended March 31, 2002 and 2001 6
Notes to the Consolidated Financial Statements (Unaudited) 7-13
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14-20
Item 3. Quantitative and Qualitative Disclosures about Market Risk 20-21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 22 Item 2. Change in Securities 22 Item 3. Defaults Upon Senior Securities 22 Item 4. Submission of Matters to a Vote of Security Holders 22 Item 5. Other Information 22 Item 6. Exhibits and Reports on Form 8-K 22 Signatures 22
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS-UNAUDITED
RIGGS NATIONAL
CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED
(UNAUDITED) MARCH 31,
-----------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 2002 2001
==================================================================================================================================
INTEREST INCOME
Interest and Fees on Loans $43,691 $53,587
Interest and Dividends on Securities Available for Sale 17,458 18,601
Interest on Time Deposits with Other Banks 731 5,077
Interest on Federal Funds Sold and Reverse Repurchase Agreements 2,541 4,124
----------------------------------------------------------------------------------------------------------------------------------
Total Interest Income 64,421 81,389
INTEREST EXPENSE
Interest on Deposits:
Savings and NOW Accounts 291 509
Money Market Deposit Accounts 4,538 8,673
Time Deposits in Domestic Offices 6,380 8,932
Time Deposits in Foreign Offices 2,364 8,343
----------------------------------------------------------------------------------------------------------------------------------
Total Interest on Deposits 13,573 26,457
----------------------------------------------------------------------------------------------------------------------------------
Interest on Short-Term Borrowings and Long-Term Debt:
Repurchase Agreements and Other Short-Term Borrowings 1,988 6,888
Long-Term Debt 1,618 1,618
----------------------------------------------------------------------------------------------------------------------------------
Total Interest on Short-Term Borrowings and Long-Term Debt 3,606 8,506
----------------------------------------------------------------------------------------------------------------------------------
Total Interest Expense 17,179 34,963
----------------------------------------------------------------------------------------------------------------------------------
Net Interest Income 47,242 46,426
Provision for Loan Losses (1,668) 115
----------------------------------------------------------------------------------------------------------------------------------
Net Interest Income after Provision for Loan Losses 48,910 46,311
NONINTEREST INCOME
Trust and Investment Advisory Income 11,839 12,664
Service Charges and Fees 11,050 10,337
Venture Capital Investment Losses, Net (6,866) (7,886)
Other Noninterest Income 2,218 2,218
Securities Gains, Net 287 10,388
----------------------------------------------------------------------------------------------------------------------------------
Total Noninterest Income 18,528 27,721
NONINTEREST EXPENSE
Salaries and Employee Benefits 27,463 25,909
Occupancy, Net 5,028 5,235
Data Processing Services 5,259 5,587
Furniture, Equipment and Software 3,817 4,863
Other Noninterest Expense 15,215 14,925
----------------------------------------------------------------------------------------------------------------------------------
Total Noninterest Expense 56,782 56,519
----------------------------------------------------------------------------------------------------------------------------------
Income before Taxes and Minority Interest 10,656 17,513
Applicable Income Tax Expense 4,315 6,984
Minority Interest in Income of Subsidiaries, Net of Taxes 4,916 4,923
==================================================================================================================================
Net Income $ 1,425 $ 5,606
EARNINGS PER SHARE- Basic $ 0.05 $ 0.20
Diluted 0.05 0.19
DIVIDENDS DECLARED AND PAID PER SHARE $ 0.05 $ 0.05
The Accompanying Notes Are An Integral Part Of These Statements
RIGGS NATIONAL CORPORATION
CONSOLIDATED
STATEMENTS OF CONDITION
(UNAUDITED) MARCH 31, DECEMBER 31, MARCH 31,
(IN THOUSANDS, EXCEPT SHARE AMOUNTS) 2002 2001 2001
======================================================================================================================
ASSETS
Cash and Due from Banks $ 160,328 $ 179,743 $ 130,840
Federal Funds Sold and Reverse Repurchase Agreements 546,000 629,000 447,000
----------------------------------------------------------------------------------------------------------------------
Total Cash and Cash Equivalents 706,328 808,743 577,840
Time Deposits with Other Banks 211,903 289,464 345,692
Securities Available for Sale (at Market Value) 1,759,492 1,718,638 1,199,431
Venture Capital Investments 52,200 56,320 73,608
Loans 2,771,840 2,868,592 2,866,444
Reserve for Loan Losses (26,718) (29,540) (34,818)
----------------------------------------------------------------------------------------------------------------------
Total Net Loans 2,745,122 2,839,052 2,831,626
Premises and Equipment, Net 194,795 197,018 211,283
Other Assets 190,632 190,167 170,558
======================================================================================================================
Total Assets $5,860,472 $6,099,402 $5,410,038
LIABILITIES
Deposits:
Noninterest-Bearing Demand Deposits $ 675,249 $ 661,823 $ 662,284
Interest-Bearing Deposits:
Savings and NOW Accounts 295,217 305,839 344,304
Money Market Deposit Accounts 1,887,457 1,955,483 1,686,142
Time Deposits in Domestic Offices 1,329,060 1,132,200 755,903
Time Deposits in Foreign Offices 357,721 466,938 589,102
----------------------------------------------------------------------------------------------------------------------
Total Interest-Bearing Deposits 3,869,455 3,860,460 3,375,451
----------------------------------------------------------------------------------------------------------------------
Total Deposits 4,544,704 4,522,283 4,037,735
Repurchase Agreements and Other Short-Term Borrowings 457,472 596,620 444,758
Other Liabilities 139,066 203,151 119,201
Long-Term Debt 66,525 66,525 66,525
----------------------------------------------------------------------------------------------------------------------
Total Liabilities 5,207,767 5,388,579 4,668,219
GUARANTEED PREFERRED BENEFICIAL INTERESTS IN JUNIOR
SUBORDINATED DEFERRABLE INTEREST DEBENTURES 294,284 350,000 350,000
======================================================================================================================
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common Stock-$2.50 Par Value
3/31/02 12/31/01 3/31/01
-----------------------------------
Authorized 50,000,000 50,000,000 50,000,000
Issued 31,806,448 31,795,703 31,749,264
Outstanding 28,505,650 28,494,905 28,448,466 79,516 79,489 79,373
Additional Paid in Capital 168,360 163,125 162,620
Retained Earnings 197,544 197,545 230,800
Accumulated Other Comprehensive Loss (15,642) (7,979) (9,617)
Treasury Stock - 3,300,798 shares at March 31, 2002 and 2001, and
December 31, 2001 (71,357) (71,357) (71,357)
----------------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity 358,421 360,823 391,819
======================================================================================================================
Total Liabilities and Shareholders' Equity $5,860,472 $6,099,402 $5,410,038
The Accompanying Notes Are An Integral Part Of These Statements
RIGGS NATIONAL
CORPORATION
CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(UNAUDITED)
(IN THOUSANDS,
EXCEPT SHARE AMOUNTS)
COMMON ACCUMULATED
STOCK ADDITIONAL OTHER TOTAL
$2.50 PAID IN RETAINED COMPREHENSIVE TREASURY SHAREHOLDERS'
PAR CAPITAL EARNINGS INCOME (LOSS) STOCK EQUITY
==================================================================================================================================
Balance, December 31, 2000 $79,254 $162,206 $226,616 $(13,973) $(71,357) $382,746
Comprehensive Income:
Net Income 5,606 5,606
Other Comprehensive Income
(Loss), Net of Tax: (1)
Unrealized Gain (Loss) on
Securities Available for Sale, Net
of Reclassification Adjustments 6,523 6,523
Unrealized Gain (Loss) on Derivatives,
Net of Reclassification Adjustments (1,047) (1,047)
Foreign Exchange
Translation Adjustments (1,120) (1,120)
------------
Total Other Comprehensive
Income (Loss) 4,356
============
Total Comprehensive Income (Loss) 9,962
Issuance of Common Stock for
Stock Option Plans-47,800 Shares 119 414 533
Cash Dividends -
Common Stock, $.05 per Share (1,422) (1,422)
==================================================================================================================================
Balance, March 31, 2001 $79,373 $162,620 $230,800 $(9,617) $(71,357) $391,819
Balance, December 31, 2001 $79,489 $163,125 $197,545 $(7,979) $(71,357) $360,823
Comprehensive Income:
Net Income 1,425 1,425
Other Comprehensive Income
(Loss), Net of Tax: (1)
Unrealized Gain (Loss) on
Securities Available for Sale, Net
of Reclassification Adjustments (7,205) (7,205)
Unrealized Gain (Loss) on Derivatives,
Net of Reclassification Adjustments 255 255
Foreign Exchange
Translation Adjustments (713) (713)
------------
Total Other Comprehensive
Income (Loss) (7,663)
============
Total Comprehensive Income (Loss) (6,238)
Issuance of Common Stock for
Stock Option Plans-10,745 Shares 27 113 140
Repurchase of
Trust Preferred Securities, Net 5,122 5,122
Cash Dividends -
Common Stock, $.05 per Share (1,426) (1,426)
==================================================================================================================================
Balance, March 31, 2002 $79,516 $168,360 $197,544 $(15,642) $(71,357) $358,421
(1) - See Notes to the Financial Statements for gross unrealized gains or losses arising during each period and the tax effect
on each item of comprehensive income.
The Accompanying Notes Are An Integral Part Of These Statements
RIGGS NATIONAL CORPORATION
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
-----------------------
2002 2001
==================================================================================================================================
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 1,425 $ 5,606
Adjustments to Reconcile Net Income to Cash
Provided By Operating Activities:
Provision for Loan Losses (1,668) 115
Unrealized Losses on Venture Capital Investments 6,385 13,352
(Gains) Losses on Sales of Venture Capital Investments 481 (5,466)
Depreciation Expense and Amortization of Leasehold Improvements 4,182 3,741
Gains on Sales of Securities Available for Sale (287) (10,388)
(Increase) Decrease in Other Assets (205) 21,305
Decrease in Other Liabilities (88,237) (11,753)
----------------------------------------------------------------------------------------------------------------------------------
Total Adjustments (79,349) 10,906
----------------------------------------------------------------------------------------------------------------------------------
Net Cash (Used In) Provided By Operating Activities (77,924) 16,512
----------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net Decrease In Time Deposits with Other Banks 77,561 20,209
Principal Collections and Maturities of Securities Available for Sale 2,772,466 477,683
Proceeds from Sales of Securities Available for Sale 520 81,342
Purchases of Securities Available for Sale (2,799,625) (464,545)
Purchases of Venture Capital Investments (2,801) (5,862)
Proceeds from Sale of Venture Capital Investments 55 8,102
Net Decrease in Loans 94,270 73,192
Net Increase in Premises and Equipment (1,959) (1,151)
Other, Net 188 (392)
----------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided By Investing Activities 140,675 188,578
----------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Increase (Decrease) in:
Demand, NOW, Savings and Money Market Deposit Accounts (65,222) 6,245
Time Deposits 87,643 (44,487)
Repurchase Agreements and Other Short-Term Borrowings (139,148) (138,074)
Proceeds from the Issuance of Common Stock 140 533
Dividend Payments - Common (1,426) (1,422)
Repurchase of Trust Preferred Securities (46,440) -
----------------------------------------------------------------------------------------------------------------------------------
Net Cash Used In Financing Activities (164,453) (177,205)
----------------------------------------------------------------------------------------------------------------------------------
Effect of Exchange Rate Changes (713) (1,120)
----------------------------------------------------------------------------------------------------------------------------------
Net (Decrease) Increase in Cash and Cash Equivalents (102,415) 26,765
Cash and Cash Equivalents at Beginning of Period 808,743 551,075
==================================================================================================================================
Cash and Cash Equivalents at End of Period $ 706,328 $577,840
SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES:
NONCASH ACTIVITIES:
Trade Dated Securities $ 25,012 $ 33,515
Loans Transferred to Other Real Estate Owned 1,551 -
CASH PAID DURING THE YEAR FOR:
Interest Paid $ 16,192 $ 34,592
Income Tax Payments - 13
The Accompanying Notes Are An Integral Part Of These Statements
RIGGS NATIONAL CORPORATION
NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(TABLES IN THOUSANDS, EXCEPT
SHARE AMOUNTS)
NOTE 1. BASIS OF PRESENTATION
The interim consolidated financial statements presented in this Quarterly Report on Form 10-Q are in conformity with accounting principles generally accepted in the United States of America which have been applied on a consistent basis and follow general practice within the banking industry. In our opinion these interim consolidated financial statements include all normal recurring adjustments necessary to fairly present our results of operations, financial condition and cash flows. The preparation of financial statements requires the use of estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates and the results of operations for the three months ended March 31, 2002 are not necessarily indicative of the results to be expected for all of 2002. For comparability, certain prior period amounts have been reclassified to conform with current period presentation. The financial statements contained herein should be read in conjunction with the financial statements and accompanying notes in our Annual Report on Form 10-K.
NOTE 2. EARNINGS PER SHARE
Earnings per share computations are as follows:
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 2002 MARCH 31, 2001
===============================================
BASIC DILUTED BASIC DILUTED
EPS EPS EPS EPS
===============================================
Net Income Available to Common Shareholders $ 1,425 $ 1,425 $ 5,606 $ 5,606
Weighted-Average Shares Outstanding 28,502,828 28,502,828 28,438,357 28,438,357
Weighted-Average Dilutive Effect
of Stock Option Plans n/a 324,735 n/a 364,043
-----------------------------------------------
Adjusted Weighted-Average Shares Outstanding 28,502,828 28,827,563 28,438,357 28,802,400
Basic EPS $ .05 $ .20
Diluted EPS $ .05 $ .19
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
NOTE 3. OTHER COMPREHENSIVE INCOME (LOSS)
BEFORE- TAX
TAX (EXPENSE) NET-OF-TAX
AMOUNT BENEFIT AMOUNT
==================================================================================================================================
THREE MONTHS ENDED MARCH 31, 2001:
Foreign Currency Translation Adjustments $(1,723) $ 603 $(1,120)
Unrealized Gains (Losses) on Securities:
Unrealized Holding Gains (Losses) Arising During Period 10,111 (3,539) 6,572
Reclassification Adjustment for (Gains) Losses Realized in Net Income (76) 27 (49)
----------------------------------------------------------------------------------------------------------------------------------
Net Unrealized Gains (Losses) on Securities 10,035 (3,512) 6,523
----------------------------------------------------------------------------------------------------------------------------------
Unrealized Gains (Losses) on Derivatives:
Unrealized Holding Gains (Losses) Arising During Period (1,337) 468 (869)
Reclassification Adjustment for (Gains) Losses Realized in Net Income (274) 96 (178)
----------------------------------------------------------------------------------------------------------------------------------
Net Unrealized Gains (Losses) on Derivatives (1,611) 564 (1,047)
==================================================================================================================================
Other Comprehensive Income (Loss) $ 6,701 $(2,345) $ 4,356
THREE MONTHS ENDED MARCH 31, 2002:
Foreign Currency Translation Adjustments $ (1,097) $ 384 $ (713) Unrealized Gains (Losses) on Securities: Unrealized Holding Gains (Losses) Arising During Period (10,797) 3,779 (7,018) Reclassification Adjustment for (Gains) Losses Realized in Net Income (287) 100 (187) ---------------------------------------------------------------------------------------------------------------------------------- Net Unrealized Gains (Losses) on Securities (11,084) 3,879 (7,205) ---------------------------------------------------------------------------------------------------------------------------------- Unrealized Gains (Losses) on Derivatives: Unrealized Holding Gains (Losses) Arising During Period 1,980 (693) 1,287 Reclassification Adjustment for (Gains) Losses Realized in Net Income (1,587) 555 (1,032) ---------------------------------------------------------------------------------------------------------------------------------- Net Unrealized Gains (Losses) on Derivatives 393 (138) 255 ================================================================================================================================== Other Comprehensive Income (Loss) $(11,788) $ 4,125 $(7,663)
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BALANCES
FOREIGN UNREALIZED UNREALIZED ACCUMULATED
CURRENCY GAIN (LOSS) GAIN (LOSS) OTHER
TRANSLATION ON ON COMPREHENSIVE
ADJUSTMENTS SECURITIES DERIVATIVES INCOME (LOSS)
==================================================================================================================================
THREE MONTHS ENDED MARCH 31, 2001:
Balance, December 31, 2000 $(4,657) $(9,316) $ - $(13,973)
Period Change (1,120) 6,523 (1,047) 4,356
==================================================================================================================================
Balance, March 31, 2001 $(5,777) $(2,793) $(1,047) $ (9,617)
THREE MONTHS ENDED MARCH 31, 2002:
Balance, December 31, 2001 $(5,679) $ (69) $(2,231) $ (7,979)
Period Change (713) (7,205) 255 (7,663)
==================================================================================================================================
Balance, March 31, 2002 $(6,392) $(7,274) $(1,976) $(15,642)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
NOTE 4: SEGMENT PROFITABILITY
Our reportable segments are strategic business units that provide diverse products and services within the financial services industry. We have six reportable segments: Banking, International Banking, Riggs & Company, Treasury, Riggs Capital Partners and Other. The Banking segment provides traditional banking services such as lending and deposit taking to retail, corporate and commercial customers. The International Banking segment includes our Washington, D.C. based embassy banking business, the London-based banking subsidiary, Riggs Bank Europe Limited and a branch in Berlin. The International Banking segment also includes our international private-client services division. Riggs & Company is the domestic private client services division that provides trust and investment management services to a broad customer base. The Treasury segment is responsible for asset and liability management throughout our company. Riggs Capital Partners represents our venture capital subsidiaries, which specialize in equity investments in privately-held high-growth companies. The Other segment consists of our unallocated parent-company income and expense, net interest income from unallocated equity, foreclosed real estate activities and other revenue or expenses not attributable to one of the other segments.
We evaluate segment performance based on income before taxes and minority interest. The accounting policies of the segments are substantially the same as those described in the summary of significant accounting policies disclosed in our December 31, 2001 Form 10-K. We account for intercompany transactions as if the transactions were to third parties under market conditions. Overhead and support expenses are allocated to each operating segment based on number of employees, service usage and other factors relevant to the expense incurred.
Reconciliations are provided from the segment totals to our consolidated financial statements. The reconciliations of noninterest income and noninterest expense offset as these items result from intercompany transactions and the reconciliation of total average assets represents the elimination of intercompany transactions.
==================================================================================================================================
THREE MONTHS RIGGS RIGGS
ENDED INTERNATIONAL RIGGS & CAPITAL NATIONAL
MARCH 31, 2002 BANKING BANKING COMPANY TREASURY PARTNERS OTHER RECONCILIATION CORPORATION
----------------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME
Interest Income $ 39,276 $ 7,708 $ 1,474 $ 23,988 $ 58 $ 8,784
Interest Expense 10,054 7,339 1,148 4,907 - 9,801
Funds Transfer Income (Expense) 3,629 9,180 3,100 (19,041) (952) 4,084
---------------------------------------------------------------------------------------------
Net Interest Income (Loss),
Tax-Equivalent 32,851 9,549 3,426 40 (894) 3,067
Provision for Loan Losses - - - - - 1,668
Tax Equivalent Adjustment (814) - 17 - - -
---------------------------------------------------------------------------------------------
Net Interest Income (Loss) $ 32,037 $ 9,549 $ 3,443 $ 40 $ (894) $ 4,735 $ - $ 48,910
---------------------------------------------------------------------------------------------
NONINTEREST INCOME
Noninterest Income-External
Customers $ 10,282 $ 1,171 $ 12,879 $ 892 $(6,781) $ 85
Intersegment Noninterest Income 720 3,034 658 - - 641
---------------------------------------------------------------------------------------------
Total Noninterest Income $ 11,002 $ 4,205 $ 13,537 $ 892 $(6,781) $ 726 $ (5,053)$ 18,528
---------------------------------------------------------------------------------------------
NONINTEREST EXPENSE
Depreciation and Amortization $ 985 $ 308 $ 125 $ 3 $ 7 $ 2,185
Direct Expense 16,220 10,507 9,411 914 708 20,463
Overhead and Support 12,767 3,003 3,065 511 91 (19,438)
---------------------------------------------------------------------------------------------
Total Noninterest Expense $ 29,972 $ 13,818 $ 12,601 $ 1,428 $ 806 $ 3,210 $ (5,053)$ 56,782
---------------------------------------------------------------------------------------------
Income (Loss) Before Taxes and
Minority Interest $ 13,067 $ (64) $ 4,379 $ (496) $(8,481) $ 2,251 $ - $ 10,656
---------------------------------------------------------------------------------------------
Total Average Assets $2,949,793 $699,001 $230,310 $3,219,033 $76,571 $821,027 $(2,046,306)$5,949,429
==================================================================================================================================
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
==================================================================================================================================
THREE MONTHS RIGGS RIGGS
ENDED INTERNATIONAL RIGGS & CAPITAL NATIONAL
MARCH 31, 2001 BANKING BANKING COMPANY TREASURY PARTNERS OTHER RECONCILIATION CORPORATION
----------------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME
Interest Income $ 45,720 $ 13,577 $ 1,305 $ 34,035 $ 106 $ 11,125
Interest Expense 16,080 17,464 3,094 10,855 - 11,369
Funds Transfer Income (Expense) 2,609 12,878 4,957 (24,627) (1,002) 5,185
---------------------------------------------------------------------------------------------
Net Interest Income (Loss),
Tax-Equivalent 32,249 8,991 3,168 (1,447) (896) 4,941
Provision for Loan Losses 3,444 (3,559) - - - -
Tax Equivalent Adjustment (580) - - - - -
---------------------------------------------------------------------------------------------
Net Interest Income (Loss) $ 35,113 $ 5,432 $ 3,168 $ (1,447) $ (896) $ 4,941 $ - $ 46,311
---------------------------------------------------------------------------------------------
NONINTEREST INCOME
Noninterest Income-External
Customers $ 10,349 $ 497 $ 13,385 $ 1,041 $ (7,886) $ 10,335
Intersegment Noninterest Income 845 1,743 645 - - 670
---------------------------------------------------------------------------------------------
Total Noninterest Income $ 11,194 $ 2,240 $ 14,030 $ 1,041 $ (7,886) $ 11,005 $ (3,903) $ 27,721
---------------------------------------------------------------------------------------------
NONINTEREST EXPENSE
Depreciation and Amortization $ 1,068 $ 348 $ 208 $ 4 $ 7 $ 2,295
Direct Expense 16,293 9,803 9,824 986 4,004 15,582
Overhead and Support 13,347 3,274 2,573 586 112 (19,892)
---------------------------------------------------------------------------------------------
Total Noninterest Expense $ 30,708 $ 13,425 $ 12,605 $ 1,576 $ 4,123 $ (2,015)$ (3,903) $ 56,519
---------------------------------------------------------------------------------------------
Income (Loss) Before Taxes and
Minority Interest $ 15,599 $ (5,753) $ 4,593 $ (1,982) $ (12,905) $ 17,961 $ - $ 17,513
---------------------------------------------------------------------------------------------
Total Average Assets $2,661,525 $ 862,114 $ 95,308 $2,338,276 $ 93,356 $867,851 $(1,551,581)$5,366,849
==================================================================================================================================
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
NOTE 5: ACCOUNTING FOR DERIVATIVES
Under the provisions of SFAS No. 133, “Accounting for Derivative Investments and Hedging Activities,” which was amended by SFAS No. 138, all derivatives must be recognized as assets or liabilities in the Consolidated Statements of Condition and must be measured at fair value through adjustments to either Other Comprehensive Income or current earnings, depending on the purpose for which the derivative is held. When a derivative contract is entered into, we first determine whether or not it qualifies as a hedge. If it does, we designate it as (1) a hedge of the fair value of a recognized asset or liability, (2) a hedge of actual or forecasted cash flows or (3) a hedge of a net investment in a foreign operation. Changes in the fair value of a derivative that is designated a fair value hedge and qualifies as a highly effective hedge, along with any gain or loss on the hedged asset or liability attributable to the hedged risk, are recorded in current period earnings. The effective portion of changes in fair value of a derivative that is designated a cash flow hedge and that qualifies as a highly effective hedge is recorded in Other Comprehensive Income until such time as periodic settlements on a variable rate hedged item are recorded in earnings. The ineffective portion of changes in fair value of cash flow derivatives is recorded in current period earnings. Changes in the fair value of a derivative designated as a foreign currency hedge and that qualifies as a highly effective hedge are either recorded in current earnings, Other Comprehensive Income, or both, depending on whether the transaction is a fair value hedge or a cash flow hedge. If a derivative is used as a hedge of a net investment in a foreign operation, changes in its fair value, to the extent effective as a hedge, are recorded in Other Comprehensive Income. (See Note 3 for the impact to Other Comprehensive Income).
The Company has the following hedging instruments at March 31, 2002:
Fair Value Hedges-We enter into pay fixed, receive floating interest rate swaps to hedge changes in fair value of fixed rate loans attributable to changes in benchmark interest rates. For the first quarter of 2002, we recognized a net loss of $26 thousand which represented the ineffective portion of all fair value hedges. These amounts are included in Other Noninterest Income in the Consolidated Statement of Income.
Cash Flow Hedges-We use interest rate swaps to hedge the exposure to variability in expected future cash outflows on floating rate liabilities attributable to changes in interest rates. We also use foreign currency forward contracts to hedge the foreign exchange risk associated with principal and interest payments on loans denominated in a foreign currency. For the quarter ended March 31, 2002, there was no impact to Other Noninterest Income in the Consolidated Statement of Income for the ineffective portion of all cash flow hedges.
Gains or losses on derivatives that are reclassified from Accumulated Other Comprehensive Income to income are included in the line in the Consolidated Statement of Income in which the income or expense related to the hedged item is recorded. At March 31, 2002, $388 thousand of deferred net losses on derivative instruments in Accumulated Other Comprehensive Income is expected to be reclassified as expense during the next twelve months. The maximum term over which we were hedging our exposure to the variability of cash flows was 39 months as of March 31, 2002.
The Company uses forward exchange contracts to hedge substantially all of our net investments in a foreign subsidiary. The purpose of this hedge is to protect against adverse movements in currency exchange rates. At March 31, 2002, $60 thousand of net gains related to the existing net investment forward exchange contract are included in Accumulated Other Comprehensive Income.
Other-As of March 31, 2002, we had certain derivative instruments used to manage interest rate risk that were not designated to specific hedge relationships. The carrying value of these items is a net liability of $755 thousand and they are marked to market through current period earnings.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
NOTE 6: REPURCHASE OF TRUST PREFERRED SECURITIES
In March 2002, we repurchased in a cash transaction $55.7 million of trust preferred securities bearing a blended interest rate of 8.64%. As a result, Riggs will have annual after-tax savings of $3.1 million , or $0.11 per diluted share, in minority interest expense. This repurchase resulted in a direct increase to shareholders’ equity of $5.1 million.
Subsequent to March 31, 2002, we repurchased, in a cash transaction, an additional $10.0 million of trust preferred securities at a blended interest rate of 8.76%. This will result in an additional after-tax annual savings of $569 thousand in minority interest expense. This amounts to $.02 per diluted share. The repurchase also resulted in a direct increase to shareholders’ equity of $1.0 million.
Since cash was utilized to repurchase the trust preferred securities in these two transactions, this cash will be unavailable for alternative investments.
NOTE 7: RESTRUCTURING LIABILITY
In the fourth quarter of 2001, we recorded a restructuring charge of approximately $4.4 million. A summary of the activity in the liabilities established for restructuring costs from January 1, 2002 to March 31, 2002 is as follows:
Balance at Amount Balance at
Beginning Charged to End of
Description of Period Expense Deductions Period
------------- ------------ ------------ ----------- ------------
Restructuring Expense $ 2,720 $ - $ 13 $ 2,707
NOTE 8: RELATED PARTY TRANSACTIONS
During the quarter ended March 31, 2002, we entered into various transactions with officers and directors of the Company and its affiliates as well as with their associates. These transactions were of a similar nature to those described in our Annual Report on Form 10-K.
During the quarter ended March 31, 2002, we extended the lease term of an entity that leases space in one of our facilities and is indirectly controlled by a senior member of the Board of Directors. See Exhibit (10.1).
NOTE 9: NEW FINANCIAL ACCOUNTING STANDARDS
SFAS No. 142, “Goodwill and Other Intangible Assets,” was issued in June 2001. It discontinues amortization of intangible assets unless they have finite useful lives, and, instead, requires that they be tested at least annually for impairment by comparing their fair values with their recorded amounts. SFAS No. 142 also requires disclosure of the changes in the carrying amounts of goodwill from period to period, the carrying amounts of intangible assets by major intangible asset class for those subject to and not subject to amortization, and the estimated intangible asset amortization expense for the next five years. Since SFAS No. 142 is required to be implemented starting with fiscal years beginning after December 15, 2001, we discontinued the amortization of goodwill beginning on January 1, 2002. We adopted SFAS No. 142 as of January 1, 2002, and our analysis indicated that goodwill has not been impaired.
Data concerning various intangible assets is as follows:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
======================================================================
MARCH 31, DECEMBER 31, MARCH 31,
2002 2001 2001
======================================================================
GROSS GROSS GROSS
CARRYING ACCUMULATED CARRYING ACCUMULATED CARRYING ACCUMULATED
VALUE AMORTIZATION VALUE AMORTIZATION VALUE AMORTIZATION
==================================================================================================================================
Amortizable Core Deposit Intangibles $ 10,881 $ (10,696) $ 10,881 $ (10,673) $ 10,881 $ (10,577)
Amortizable Fair Value of Leasehold Improvements 3,955 (3,708) 3,955 (3,690) 6,637 (3,463)
Unamortizable Goodwill 12,602 (5,908) 12,602 (5,908) 12,602 (5,424)
Amortization Expense:
FAIR VALUE CORE DEPOSIT
ADJUSTMENT INTANGIBLES GOODWILL
===================================
Three Months Ended March 31, 2002 $ 19 $ 23 $ -
Three Months Ended March 31, 2001 76 32 161
Estimated Amortization Expense:
FAIR VALUE CORE DEPOSIT
ADJUSTMENT INTANGIBLES GOODWILL
===================================
Nine Months Ended December 31, 2002 $ 56 $ 69 $ -
Year Ended December 31,
2003 $ 74 $ 59 $ -
2004 74 33 -
2005 21 14 -
2006 21 5 -
2007 - 3 -
THREE MONTHS ENDED
MARCH 31,
-----------------------
2002 2001
=======================
Reported Net Income $ 1,425 $ 5,606
Add Back: Goodwill Amortization, Net of Tax - 105
-----------------------
Adjusted Net Income $ 1,425 $ 5,711
Reported Basic Earnings Per Share $ 0.05 $ 0.20
Add Back: Goodwill Amortization Per Share, Net of Tax - -
-----------------------
Adjusted Basic Earnings Per Share $ 0.05 $ 0.20
Reported Diluted Earnings Per Share $ 0.05 $ 0.19
Add Back: Goodwill Amortization Per Share, Net of Tax - -
-----------------------
Adjusted Diluted Earnings Per Share $ 0.05 $ 0.19
SFAS No. 143, “Accounting for Asset Retirement Obligations,” was also issued in June 2001. SFAS No. 143 addresses accounting and reporting for legal obligations and related costs associated with the retirement of long-lived assets. The Statement requires that the fair value of the liability for an asset retirement obligation be recognized in the period incurred if a reasonable estimate of fair value can be made. The estimated retirement costs are capitalized as part of the carrying amount of the long-lived asset. SFAS No. 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002. We have not determined the impact, if any, SFAS No. 143 will have on the company.
RIGGS NATIONAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
We recorded earnings of $1.4 million, or $.05 per diluted share, for the first quarter of 2002, compared to earnings of $5.6 million, or $.19 per diluted share, in the first quarter of 2001. The decrease in the current quarter resulted primarily from a nonrecurring securities gain in the first quarter of last year. In that quarter we recorded a securities gain of $10.3 million from the sale of Concord EFS, Inc., an ATM network exchange company in which we had owned shares for many years.
Offsetting some of the decline in net income was a reversal of the loan loss provision for $1.7 million. This reversal is attributable to a decline in the level of nonperforming assets (see “Asset Quality”) and a decline in loans outstanding.
Return on average assets was .10% for the three months ended March 31, 2002, compared to .42% for the same period a year ago. Return on average shareholders’ equity was 1.59% and 5.81% for the three months ended March 31, 2002 and 2001, respectively.
NET INTEREST INCOME
Net interest income on a tax-equivalent basis (net interest income plus an amount equal to the tax savings on tax-exempt interest) totaled $48.0 million in the first quarter of 2002, an increase of $1.0 million from the $47.0 million for the same quarter in 2001. The increase for the three months was primarily due to a larger decrease in interest expense (from $35.0 to $17.2 million) than in interest income ($82.0 to $65.2 million). Decreases in interest rates were the major contributor to the declines in both interest income and interest expense.
NET INTEREST INCOME CHANGES (1)
THREE MONTHS ENDED
MARCH 31, 2002 VS. 2001
-----------------------------------
(TAX-EQUIVALENT BASIS) DUE TO DUE TO TOTAL
(IN THOUSANDS) RATE VOLUME CHANGE
==================================================================================================================================
Interest Income:
Loans, Including Fees $ (7,455) $(2,207) $ (9,662)
Securities Available for Sale (7,227) 6,067 (1,160)
Time Deposits with Other Banks (3,283) (1,063) (4,346)
Federal Funds Sold and Reverse
Repurchase Agreements (4,012) 2,429 (1,583)
----------------------------------------------------------------------------------------------------------------------------------
Total Interest Income (21,977) 5,226 (16,751)
Interest Expense:
Interest-Bearing Deposits (16,877) 3,993 (12,884)
Repurchase Agreements and Other
Short-Term Borrowings (4,834) (66) (4,900)
----------------------------------------------------------------------------------------------------------------------------------
Total Interest Expense (21,711) 3,927 (17,784)
==================================================================================================================================
Net Interest Income $ (266) $ 1,299 $ 1,033
- The dollar amount of changes in interest income and interest expense
attributable to changes in rate/volume (change in rate multiplied by change in
volume) has been allocated between
rate and volume variances based on the
percentage relationship of such variances to each other. Income and rates are
computed on a tax-equivalent basis using a Federal income tax
rate of 35% and
local tax rates as applicable.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
AVERAGE CONSOLIDATED STATEMENTS OF CONDITION AND RATES
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 2002 MARCH 31, 2001
----------------------------------------------------------------------
(TAX-EQUIVALENT BASIS) (1) AVERAGE INCOME/ AVERAGE INCOME/
(IN THOUSANDS) BALANCE EXPENSE RATE BALANCE EXPENSE RATE
==================================================================================================================================
ASSETS
Loans (2) $ 2,786,207 $ 44,505 6.48% $2,908,229 $ 54,167 7.55%
Securities Available for Sale (3) 1,727,729 17,441 4.09 1,236,091 18,601 6.10
Time Deposits with Other Banks 262,323 731 1.13 354,832 5,077 5.80
Federal Funds Sold and Reverse Repurchase Agreements 586,830 2,541 1.76 293,927 4,124 5.69
----------------------------------------------------------------------------------------------------------------------------------
Total Earning Assets and Average Rate Earned (5) 5,363,089 65,218 4.93 4,793,079 81,969 6.94
Reserve for Loan Losses (29,157) (35,962)
Cash and Due from Banks 174,875 133,640
Other Assets 440,622 476,092
==================================================================================================================================
Total Assets $ 5,949,429 $5,366,849
LIABILITIES, MINORITY INTEREST AND
SHAREHOLDERS' EQUITY
Interest-Bearing Deposits $ 4,026,968 $ 13,573 1.37% $3,429,600 $ 26,457 3.13%
Repurchase Agreements and Other Short-Term Borrowings 528,559 1,988 1.53 533,666 6,888 5.23
Long-Term Debt 66,525 1,618 9.86 66,525 1,618 9.86
----------------------------------------------------------------------------------------------------------------------------------
Total Interest-Bearing Funds and Average Rate Paid 4,622,052 17,179 1.51 4,029,791 34,963 3.52
Demand Deposits (4) 509,888 509,362
Other Liabilities 105,433 86,427
Minority Interest in Preferred Stock of Subsidiaries 348,143 350,000
Shareholders' Equity 363,913 391,269
----------------------------------------------------------------------------------------------------------------------------------
Total Liabilities, Minority Interest and
Shareholders' Equity $ 5,949,429 $5,366,849
==================================================================================================================================
NET INTEREST INCOME AND SPREAD $ 48,039 3.42% $ 47,006 3.42%
==================================================================================================================================
NET INTEREST MARGIN ON EARNING ASSETS 3.63% 3.98%
(1) - Income and rates are computed on a tax-equivalent basis using a Federal income tax rate of 35% and local tax rates as applicable.
(2) - Nonperforming loans are included in average balances used to determine rates.
(3) - The averages and rates for the securities available for sale portfolio are based on amortized cost.
(4) - Demand deposit balances for all periods presented exclude certain accounts transferred to the money market classification to reduce the level of deposit reserves required.
(5) - Excludes venture capital investments
NONINTEREST INCOME
Noninterest income for the first quarter of 2002 totaled $18.5 million, a decrease of $9.2 million from the $27.7 million in the first quarter of 2001. This decrease was mostly due to securities gains of $10.3 million on the Concord EFS, Inc. investment recorded in the first quarter of 2001. No such gain was recorded in the first quarter of this year. A decline in trust and investment advisory income of $825 thousand quarter to quarter also contributed to the decrease. The decrease was caused primarily by the lower market value of assets under management. Overall assets under management decreased from $7.09 billion in March 2001 to $6.85 billion in March 2002, a 3.4% decline. Another factor contributing to the decline in Trust and Investment Advisory Income was the general uncertainty of the stock market. New and existing clients were more inclined to seek less volatile investments, such as fixed income products. Fixed income offerings typically have lower fee schedules than equity products. These decreases were partially offset by an increase in service charge income of $713 thousand.ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
Net venture capital losses were $6.9 million for the quarter ended March 31, 2002 compared to $7.9 million for the comparable quarter of 2001. Continuing losses in our venture capital operations are primarily the result of reduced corporate spending on technology related assets, which affects the financial performance and valuations of information technology asset vendors to which our venture capital portfolio is exposed, the decreased valuations of publicly-traded technology companies from earlier levels and a very sluggish IPO market.
The $287 thousand in securities gains recorded in the first quarter of 2002 was due to the demutualization of an insurance company in which we own life insurance policies.
NONINTEREST EXPENSE
Noninterest expense for the three months ended March 31, 2002, was $56.8 million, an increase of $263 thousand from the $56.5 million reported for the three months ended March 31, 2001. This increase was due principally to increases in benefits related to our 401(k) Plan. Effective January 1, 2002, we increased our matching of employee contributions into the 401(k) Plan from $0.50 for every dollar contributed (up to 6% of eligible wages) to a dollar-for-dollar match (up to 6% of eligible wages). More than offsetting this increase was a decrease in premises and equipment expense, resulting primarily from write-offs related to premises and leasehold improvements in the fourth quarter of 2001.
FINANCIAL CONDITION
SECURITIES
Securities available for sale totaled $1.76 billion as of March 31, 2002, compared to $1.72 billion as of year-end 2001 and $1.20 billion as of March 31, 2001. The activity for the first three months included purchases of securities available for sale totaling $2.82 billion, which were partially offset by maturities and calls, principal payments and sales of securities available for sale totaling $2.73 billion. The weighted-average duration and yield for the portfolio, adjusted for anticipated prepayments, were approximately 2.7 years and 4.51%, respectively, as of March 31, 2002. As of March 31, 2001, the weighted-average duration and yield were 2.9 years and 6.10%, respectively.
MARCH 31, 2002 MARCH 31, 2001 DECEMBER 31, 2001
----------------------------------------------------------------------
AMORTIZED FAIR AMORTIZED FAIR AMORTIZED FAIR
AVAILABLE FOR SALE COST VALUE COST VALUE COST VALUE
==================================================================================================================================
(IN THOUSANDS)
U.S. Treasury Securities $ 89,967 $ 89,967 $ 229,731 $ 227,537 $ 104,887 $ 104,887
Government Agencies Securities 841,986 839,457 409,253 410,573 952,085 953,559
Mortgage-Backed Securities 787,329 778,653 508,327 505,630 613,855 612,275
Other Securities 51,401 51,415 56,423 55,691 47,917 47,917
==================================================================================================================================
Total $1,770,683 $1,759,492 $1,203,734 $1,199,431 $1,718,744 $1,718,638
LOANS
As of March 31, 2002, loans outstanding totaled $2.77 billion, decreasing from a balance of $2.87 billion at March 31, 2001 and December 31, 2001. The decreases from both periods were primarily in residential real estate/home equity, consumer, foreign and loans available for sale. These decreases were partially offset by increases in real estate-commercial/construction loans.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
MARCH 31, MARCH 31, DECEMBER 31,
(IN THOUSANDS) 2002 2001 2001
=====================================================================================================================
Commercial and Financial $ 469,311 $ 440,988 $ 479,285
Real Estate - Commercial/Construction 499,174 449,568 494,192
Residential Mortgage 1,061,087 1,153,648 1,112,409
Loans Held for Sale 275 17,027 8,671
Home Equity 285,594 330,340 297,637
Consumer 63,729 66,309 64,888
Foreign 396,407 413,240 415,841
----------------------------------------------------------------------------------------------------------------------
Total Loans 2,775,577 2,871,120 2,872,923
Net Deferred Loan Fees,
Premiums and Discounts (3,737) (4,676) (4,331)
=====================================================================================================================
Loans $ 2,771,840 $ 2,866,444 $ 2,868,592
RESERVE FOR LOAN LOSSES
Changes in the reserve for loan losses are summarized as follows:
THREE MONTHS ENDED
MARCH 31,
-----------------------
(IN THOUSANDS) 2002 2001
==================================================================================================================================
Balance, January 1 $29,540 $36,197
Provision for loan losses (1,668) 115
Loans charged-off 1,455 1,728
Less: Recoveries on charged-off loans 524 626
----------------------------------------------------------------------------------------------------------------------------------
Net loan charge-offs 931 1,102
Foreign exchange translation adjustments (223) (392)
==================================================================================================================================
Balance, March 31 $26,718 $34,818
For the three month period ended March 31, 2002, we had a consolidated loan loss provision reversal of $1.7 million which compares to a provision of $115 thousand during the comparable period of the prior year. The reversal in the current year was taken as a result of significant improvement in asset quality as noted in "Asset Quality" and a decrease in the balance of loans outstanding.
The reserve balance has been reduced by approximately $8.1 million since March 31, 2001. The reduction primarily relates to the reversal noted above and charge-offs taken on both domestic loans and loans at our London office. Since March 31, 2001, charge-offs totaling $5.9 million have been made on domestic loans and charge-offs totaling $5.3 million have been made on loans in London. These charge-offs were partially offset by recoveries on domestic loans of $1.2 million and recoveries on foreign loans of $1.2 million for the same period. As a result of these charge-offs and repayments on some of these loans, the non-performing asset portfolio has been significantly reduced, and thus so has the reserve for loan losses. The remaining reserve amount has been determined based on the risk in the portfolio, including the risks related to the still slow economy and the September 11, 2001 events.
Provisions to the reserve for loan losses are charged against, or credited to, earnings in amounts necessary to maintain an adequate reserve for loan losses. Commercial loans are charged off when it is determined that the loan cannot be fully recovered. Consumer loans are charged off upon becoming 120 days delinquent. Residential real estate loans are charged off to the extent necessary when foreclosure occurs.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
ASSET QUALITY
NONPERFORMING ASSETS
Nonperforming assets, which include nonaccrual loans, renegotiated loans and other real estate (net of reserves) and other assets owned, totaled $3.9 million as of March 31, 2002, a $217 thousand increase from the year-end 2001 total of $3.7 million and a $10.6 million decrease from the March 31, 2001 total of $14.4 million. The decrease in nonperforming assets from the prior year's first quarter was mainly due to repayments on domestic loans of approximately $7.1 million, and on loans at our London-based operation of approximately $2.2 million. Additional decreases resulted from charge-offs on domestic loans of approximately $735 thousand. Charge-offs on London loans amounted to approximately $4.1 million. We also had a partial sale in our real estate owned portfolio of $308 thousand. These decreases were partially offset by additions to the London nonaccrual portfolio of about $2.6 million, and to other assets owned of $1.6 million.
There was no specific reserve for loan losses for impaired loans assigned at March 31, 2002.
PAST-DUE AND POTENTIAL PROBLEM LOANS
Past-due loans consist of residential real estate loans, commercial and industrial loans, and consumer loans that are in the process of collection and that are accruing interest. Loans past-due over 90 days increased $1.4 million during the first three months of 2002 to $14.7 million, and increased $5.6 million from March 31, 2001. The increase from the prior year's first quarter was due to three loans totaling $4.0 million.
NONPERFORMING ASSETS AND PAST-DUE LOANS
MARCH 31, MARCH 31, DECEMBER 31,
(IN THOUSANDS) 2002 2001 2001
======================================================================================================================
NONPERFORMING ASSETS:
Nonaccrual Loans (1) $ 625 $12,535 $ 1,373
Renegotiated Loans 568 766 529
Other Real Estate and Other Assets Owned, Net 2,682 1,133 1,756
======================================================================================================================
Total Nonperforming Assets $ 3,875 $14,434 $ 3,658
PAST-DUE LOANS (2) $21,436 $44,144 $46,809
PAST-DUE LOANS (3) $14,690 $ 9,078 $13,315
POTENTIAL PROBLEM LOANS $ 462 $ 2,674 $ 436
Loans that are in default in either principal or interest for 90 days or more
that are not well-secured and in the process of collection, or that are, in
management’s opinion,
doubtful as to the collectibility of either interest
or principal.
(2) Loans contractually past due 30-89 days or more in principal or interest.
(3) Loans contractually
past due 90 days or more in principal or interest that are well-secured and in
the process of collection.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
DEPOSITS
Deposits are our primary and most stable source of funds. Deposits totaled $4.54 billion as of March 31, 2002, increases of $22.4 million and $507.0 million from the December 31 and March 31, 2001 totals, respectively. For both periods, deposits increased in time deposits in domestic offices. Balances in savings and NOW accounts and time deposits in foreign offices decreased. Demand deposit balances remained stable.
SHORT-TERM BORROWINGS AND LONG-TERM DEBT
Short-term borrowings decreased $139.1 million from the year-end 2001 balance and increased $12.7 million from the March 31, 2001 balance. The decrease from year-end was due mostly to seasonal fluctuations in customers’ investments in repurchase agreements. Short-term borrowings are an additional source of funds that we have utilized to meet certain asset/liability and daily cash management objectives and are used to generate cash and maintain adequate levels of liquidity.
MARCH 31, MARCH 31, DECEMBER 31,
(IN THOUSANDS) 2002 2001 2001
======================================================================================================================
Repurchase Agreements and Other Short-Term Borrowings $457,472 $444,758 $596,620
Subordinated Debentures due 2009 66,525 66,525 66,525
======================================================================================================================
Total Short-Term Borrowings and Long-Term Debt $523,997 $511,283 $663,145
LIQUIDITY
We seek to maintain sufficient liquidity to meet the needs of depositors, borrowers and creditors at a reasonable cost and without undue stress on our operations. Our Asset/Liability Committee (ALCO) actively analyzes and manages liquidity in coordination with other areas of the organization (see “Sensitivity to Market Risk”). As of March 31, 2002, our liquid assets, on a consolidated basis, which include cash and due from banks, Government obligations and other securities, federal funds sold, reverse repurchase agreements and time deposits at other banks, totaled $2.68 billion (46% of total assets). This compares with $2.40 billion (42%) as of December 31, 2001, and $2.12 billion (39%) as of March 31, 2001. As of March 31, 2002, $1.36 billion of our assets were pledged to secure deposits and other borrowings. This compares with pledged assets of $1.22 billion as of December 31, 2001, and $810.7 million as of March 31, 2001.
Our liquidity position is maintained by a stable source of funds from our core deposit relationships. We also have a line of credit available through our membership in the Federal Home Loan Banks (FHLB). As of March 31, 2002, December 31, 2001, and March 31, 2001, short-term credit lines and the FHLB Atlanta line of credit available totaled approximately $963.0 million, $1.32 billion, and $1.33 billion, respectively. As of March 31, 2002, December 31, 2001, and March 31, 2001, the amounts outstanding under these lines were $16.1 million, $15.9 million, and $18.9 million, respectively.
SHAREHOLDERS’ EQUITY AND REGULATORY CAPITAL
Total shareholders’ equity as of March 31, 2002, was $358.4 million, a decrease of $2.4 million from year-end 2001 and a decrease of $33.4 million from a year ago. The decrease from year-end was primarily the result of unrealized securities losses of $7.2 million, partially offset by an increase of $5.1 million due to the repurchase of $55.7 million of trust preferred securities. The decrease from March 31, 2001 was primarily the result of net losses of $27.6 million, and cash dividends of $5.7 million. The $27.6 million period to period loss included restructuring and other charges totaling $40.0 million, accounted for in the fourth quarter of 2001. Unrealized losses on derivatives of $929 thousand and a foreign exchange translation adjustment of $(615) thousand also contributed to the decrease in equity.
Book value per common share was $12.57 as of March 31, 2002, compared to $12.66 as of year-end 2001 and $13.77 as of March 31, 2001. The decreases in book value from March 31 and year-end 2001 were primarily the result of the net losses, dividends, and net unrealized securities losses described in the preceding paragraph.
Following are our capital ratios (as defined in the regulations) and those of our banking subsidiary, Riggs Bank National Association (Riggs Bank N.A.) as of March 31, 2002 and 2001, and December 31, 2001.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
MARCH 31, MARCH 31, DECEMBER 31, REQUIRED
2002 2001 2001 MINIMUMS
==================================================================================================================================
RIGGS NATIONAL CORPORATION:
Tier I 15.24% 16.60% 14.47% 4.00%
Combined Tier I and Tier II 23.60 26.80 24.34 8.00
Leverage 8.13 9.69 8.15 4.00
RIGGS BANK N.A.:
Tier I 14.48 14.68 14.07 4.00
Combined Tier I and Tier II 15.36 15.86 15.01 8.00
Leverage 7.80 8.70 8.03 4.00
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
SENSITIVITY TO MARKET RISK
We are exposed to various market risks. Some of these risks, such as credit risk and currency risk, are discussed in our Annual Report on Form 10-K. We have determined that interest-rate risk has a material impact on our financial performance, and as such we have established the Asset/ Liability Committee to manage interest-rate risk. The role of this committee is to manage the asset/liability mix of our operations in an effort to provide a stable net interest margin while maintaining liquidity and capital. This entails the management of our overall risk in conjunction with the acquisition and deployment of funds based upon ALCO’s view of both current and prospective market and economic conditions.
We manage our interest-rate risk through the use of an income simulation model, which forecasts the impact on net interest income of a variety of different interest rate scenarios. A “most likely” interest rate scenario is forecasted based upon an analysis of current market conditions and expectations. The model then evaluates the impact on net interest income of rates moving significantly higher or lower than the “most likely” scenario. The results are compared to risk tolerance limits set by corporate policy. The model’s results as of March 31, 2002 and 2001 are shown in the following tables. Current policy establishes limits for possible changes in net interest income for 12 and 36 month horizons. The interest rate scenarios monitored by ALCO are based upon a 100 basis point (1%) gradual increase or decrease in rates over a 12-month time period versus the most likely scenario and a 300 basis point (3%) gradual increase or decrease in rates over a 36-month time period versus the most likely scenario.
INTEREST-RATE SENSITIVITY ANALYSIS (1)
MOVEMENTS IN INTEREST RATES FROM MARCH 31, 2002
==================================================================================================================================
SIMULATED IMPACT OVER SIMULATED IMPACT OVER
NEXT TWELVE MONTHS NEXT THIRTY-SIX MONTHS
----------------------------------------------------------------------------------------------------------------------------------
(In Thousands) +100BP -100BP +300BP -300BP
----------------------------------------------------------------------------------------------------------------------------------
Simulated Impact Compared With a
"Most Likely" Scenario:
Net Interest Income Increase/(Decrease) (1.7)% 0.2% (3.2)% 0.7%
Net Interest Income Increase/(Decrease) $(3,278) $ 419 $(18,042) $ 4,107
(1) Key Assumptions:
Assumptions with respect to the model's projections of the effect of changes in interest rates on Net Interest Income include:
1. Target balances for various asset and liability classes, which are solicited from the management of the various units of the Corporation.
2. Interest rate scenarios which are generated by ALCO for the "most likely" scenario and are dictated by ALCO's policy for the alternative scenarios.
3. Spread relationships between various interest rate indices, which are generated by the analysis of historical relationships and ALCO consensus.
4. Assumptions about the effect of embedded options and prepayment speeds: instruments that are callable are assumed to be called at the first opportunity if an
interest
rate scenario makes it advantageous for the owner of the call to do so.
Prepayment assumptions for mortgage products are derived from accepted
industry
sources.
5. Reinvestment rates for funds replacing assets or liabilities that are assumed (through early withdrawal, prepayment, calls, etc.) to run off the balance sheet, which are
generated by the spread relationships.
6. Maturity strategies with
respect to assets and liabilities, which are solicited from the management of
the various units of the Corporation.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, CONTINUED
As of March 31, 2002, the forecasted impact of rates rising or falling 100 basis points versus the “most likely” scenario over a 12-month time period was a change in net interest income not exceeding 2%. For a 300 basis point movement in rates versus the “most likely” scenario over a 36-month period, the impact on net interest income did not exceed 4%. The results of the simulation for March 31, 2002 indicated that we were “liability sensitive” over both the 12 and 36-month time horizons due to a large portion of our assets being comprised of fixed-rate instruments. In a rising interest rate environment, net interest income would suffer versus the “most likely” scenario due to margin compression on fixed-rate assets. In a declining interest rate environment, the earnings benefit from increasing spreads on fixed-rate assets is offset somewhat by floors on deposits.
In managing our interest-rate risk, ALCO uses financial derivative instruments, such as interest-rate swaps. Financial derivatives are employed to assist in the management and/or reduction of our interest-rate risk and can effectively alter the sensitivity of segments of the statement of condition for specified periods of time. Along with financial derivative instruments, the income simulation model includes short-term financial instruments, investment securities, loans, deposits, and other borrowings. Interest-rate risk management strategies are discussed and approved by ALCO prior to implementation.
We find that the methodologies previously discussed provide a meaningful representation of our interest-rate and market risk sensitivity, though factors other than changes in the interest rate environment, such as levels of non-earning assets, and changes in the composition of earning assets, may affect net interest income. We believe our current interest-rate sensitivity level is appropriate, considering our economic outlook and what we believe is a conservative approach taken in the review and monitoring of our sensitivity position.
At March 31, 2002, December 31, 2001 and March 31, 2001, our cumulative one year gap was $(919.0) million, $(750.0) million and $(779.0) million, respectively.
COMMITMENTS
Various commitments to extend credit are made in the normal course of banking business. Commitments to extend credit and letters of credit outstanding as of March 31, 2002 and 2001, and December 31, 2001 are detailed below:
MARCH 31, MARCH 31, DECEMBER 31,
2002 2001 2001
==========================================================================================================
Commitments to extend credit $989,126 $954,129 $942,556
Letters of credit 150,977 133,579 158,406
The above commitment amounts are not reflected in the Consolidated Statements of Condition and many of the commitments will expire without being drawn upon. Such commitments are issued only upon careful evaluation of the financial condition of the customer.
The Company also was committed to fund venture capital investments in the amounts of $22.2 million and $23.1 million at March 31, 2002 and 2001, respectively.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the Quantitative and Qualitative Disclosures About Market Risk, contains forward-looking statements, including the references to earnings from venture capital, implementation of our business strategy, hedging activities and our trust and investment advisory income. A variety of factors could cause our actual results and experiences to differ materially from those expressed or implied by the forward-looking statements. These factors include, but are not limited to, certain risks and uncertainties that may affect the operations, performance, development, growth projections and results of our business. More specifically, these factors include the growth of (or decline in) the economy, changes in credit quality or interest rates, changes in value of venture capital investments in the technology and other sectors, timing of technology enhancements for products and operating systems, the impact of competitive products, services and pricing, customer business requirements, Congressional legislation, general economic conditions-both domestic and international-and similar matters. In addition, the continuing impact of the September 11, 2001 terrorist attacks on the global economy and international political conditions also may be an important factor or make the occurrence of one or more of the aforementioned factors more likely.
RIGGS NATIONAL CORPORATION
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the normal course of business we are involved in various types of litigation and disputes which may lead to litigation. The Company has determined that pending or unasserted legal actions will not have a material impact on its financial condition or future operations.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The exhibits listed on page 23 are incorporated by reference or filed herewith in response to this item.
(b) Reports on Form 8-K
On March 12, 2002, we filed a Form 8-K regarding our press release dated March 11, 2002. The press release announced our decision not to renew the engagement of Arthur Andersen LLP as the Company’s independent auditors.
On March 22, 2002, we filed a Form 8-KA to amend a Form 8-K previously filed on March 12, 2002. The 8-KA included Arthur Andersen’s consent dated March 20, 2002 regarding the Company’s Form 10-K filed March 22, 2002.
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.
RIGGS NATIONAL CORPORATION
Date: May 6, 2002 /s/ TIMOTHY C. COUGHLIN
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Timothy C. Coughlin
President
Date: May 6, 2002 /s/ STEVEN T. TAMBURO
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Steven T. Tamburo
Treasurer
(Chief Financial Officer)
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION PAGES
NO.
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(3.1) Restated Certificate of Incorporation of Riggs National Corporation, dated April 19, 1999
(Incorporated by reference to the Registrant's Form 10-Q for the quarter ended June 30, 1999,
SEC File No. 09756).
(3.2) By-laws of the Registrant with amendments through January 23, 2002 (Incorporated by reference to
the Registrant's Form 10-K for the year ended December 31, 2001, SEC File No. 09756).
(4.1) Indenture dated June 1, 1989, with respect to $100 million 9.65% Subordinated Debentures due 2009
(Incorporated by reference to the Registrant's Form 8-K dated June 20, 1989, SEC File No. 09756.)
(4.2) Indenture dated December 13, 1996, with respect to $150 million, 8.625% Trust Preferred Securities,
Series A due 2026 (Incorporated by reference to the Registrant's S-3 dated February 6, 1997, SEC
File No. 333-21297.)
(4.3) Indenture dated March 12, 1997, with respect to $200 million, 8.875% Trust Preferred Securities,
Series C due 2027 (Incorporated by reference to the Registrant's S-3 dated May 2, 1997, SEC File
No. 333-26447.)
(10.1) Lease Agreement, dated February 1, 2002, between Allbritton Communications Company and Riggs
National Corporation 24-63
(Exhibits omitted are not required or not applicable.)