<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-7273
______________________________
FIRST MARYLAND BANCORP
(Exact name of registrant as specified in its charter)
MARYLAND 52-0981378
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
FIRST MARYLAND BUILDING
25 South Charles Street
BALTIMORE, MARYLAND 21201
(Address of principal executive offices) (zip code)
410-244-4000
(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 for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for at least 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:
All common stock (597,763,495 outstanding shares, $1/7 par value) of the
registrant is owned by Allied Irish Banks, p.l.c., an Irish banking corporation.
<PAGE>
FIRST MARYLAND BANCORP AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1998
INDEX
<TABLE>
<CAPTION>
Page No
---------
<S> <C>
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Income........................................ 3
Consolidated Statements of Condition..................................... 4
Consolidated Statements of Changes in Stockholders' Equity............... 5
Consolidated Statements of Cash Flows.................................... 6
Notes to Consolidated Financial Statements............................... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................... 8
Item 3. Quantitative and Qualitative Disclosures about Market Risk............... 21
Part II. Other Information
Item 1. Legal Proceedings........................................................ 21
Item 6. Exhibits and Reports on Form 8-K......................................... 22
Signatures........................................................................ 22
</TABLE>
2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
FIRST MARYLAND BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------ -----------------------------
1998 1997 1998 1997
------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
(in thousands)
Interest Income
Interest and fees on loans and leases................. $200,206 $200,495 $594,349 $476,305
Interest and dividends on investment securities:
Taxable........................................... 54,419 66,044 166,053 143,530
Tax-exempt........................................ 5,478 5,186 16,057 7,970
Dividends......................................... 2,271 1,388 7,122 2,761
Interest on loans held-for-sale....................... 3,303 7,554 16,001 11,550
Other interest income................................. 1,673 2,606 7,711 15,786
-------- -------- -------- --------
Total interest and dividend income................ 267,350 283,273 807,293 657,902
-------- -------- -------- --------
Interest Expense
Interest on deposits.................................. 98,684 96,626 297,592 197,807
Interest on Federal funds purchased and other short-
term borrowings..................................... 23,946 31,814 66,750 74,395
Interest on long-term debt............................ 12,126 12,923 37,035 31,403
-------- -------- -------- --------
Total interest expense............................ 134,756 141,363 401,377 303,605
-------- -------- -------- --------
Net Interest.......................................... 132,594 141,910 405,916 354,297
Income................................................
Provision for credit losses........................... 2,808 7,434 16,930 26,634
-------- -------- -------- --------
Net Interest Income After Provision for Credit
Losses.............................................. 129,786 134,476 388,986 327,663
-------- -------- -------- --------
Noninterest Income
Service charges on deposit accounts................... 26,372 26,437 79,685 69,978
Trust and investment advisory income.................. 17,994 14,330 52,082 31,177
Mortgage banking income............................... 5,304 18,110 26,659 30,981
Other income.......................................... 33,122 32,704 93,346 76,336
Securities gains, net................................. 1,042 (230) 41,395 278
Gain on sale of credit card loans..................... - 28,155 60,000 28,155
-------- -------- -------- --------
Total noninterest income.............................. 83,834 119,506 353,167 236,905
-------- -------- -------- --------
Noninterest Expenses
Salaries and other personnel costs.................... 77,220 88,976 231,653 205,558
Equipment costs....................................... 10,455 11,895 32,155 28,949
Occupancy costs....................................... 9,483 10,550 28,907 26,689
Other operating expenses.............................. 39,176 41,624 117,153 88,479
Intangible assets amortization expense................ 13,789 16,218 41,800 20,722
-------- -------- -------- --------
Total noninterest expenses............................ 150,123 169,263 451,668 370,397
-------- -------- -------- --------
Income before income taxes............................ 63,497 84,719 290,485 194,171
Income tax expense.................................... 23,444 31,190 107,279 70,715
-------- -------- -------- --------
Net Income............................................ $ 40,053 $ 53,529 $183,206 $123,456
======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE>
FIRST MARYLAND BANCORP
CONSOLIDATED STATEMENTS OF CONDITION
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
-------------- -------------
(in thousands,
except per share amounts)
<S> <C> <C>
Assets
Cash and due from banks...................................................................... $ 988,890 $ 1,078,009
Interest bearing deposits in other banks..................................................... 1,378 1,656
Trading account securities................................................................... 72,372 39,539
Federal funds sold and securities purchased under resale agreements.......................... 25,663 51,130
Investment securities available-for-sale..................................................... 4,334,734 4,444,107
Loans held-for-sale.......................................................................... 106,464 482,153
Loans, net of unearned income of $187,478 and $192,569
Commercial................................................................................. 3,284,344 2,868,728
Commercial real estate..................................................................... 2,239,220 2,256,895
Residential mortgage....................................................................... 788,028 987,751
Retail..................................................................................... 2,796,032 2,567,166
Credit card................................................................................ 15,472 146,497
Leases receivable.......................................................................... 805,951 774,221
Foreign.................................................................................... 429,492 482,328
----------- -----------
Total loans, net of unearned income...................................................... 10,358,539 10,083,586
Allowance for credit losses.................................................................. (158,836) (168,186)
----------- -----------
Loans, net............................................................................... 10,199,703 9,915,400
----------- -----------
Premises and equipment....................................................................... 194,145 170,863
Due from customers on acceptances............................................................ 11,833 11,810
Intangible assets............................................................................ 907,724 967,433
Other assets................................................................................. 497,590 630,293
----------- -----------
Total assets............................................................................. $17,340,496 $17,792,393
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Domestic deposits:
Noninterest bearing deposits............................................................... $ 2,669,535 $ 2,957,888
Interest bearing deposits.................................................................. 8,602,255 9,274,034
Interest bearing deposits in foreign banking office.......................................... 453,923 232,234
----------- -----------
Total deposits........................................................................... 11,725,713 12,464,156
Federal funds purchased and securities sold under repurchase agreements...................... 1,908,062 1,697,468
Other borrowed funds, short-term............................................................. 322,886 486,690
Bank acceptances outstanding................................................................. 11,833 11,810
Accrued taxes and other liabilities.......................................................... 700,678 545,672
Long-term debt............................................................................... 656,198 705,843
----------- -----------
Total liabilities........................................................................ 15,325,370 15,911,639
----------- -----------
4.50% Cumulative, Redeemable Preferred Stock, $5 par value per share, $100 liquidation
preference per share: authorized and issued 90,000 shares................................... 8,002 7,897
Stockholders' equity:
7.875% Noncumulative preferred stock, Series A, $5 par value per share, $25
liquidation preference per share; authorized 8,910,000 shares; issued 6,000,000 shares...... 30,000 30,000
Common Stock, $1/7 par value per share; authorized 1,200,000,000 shares,
issued 597,763,495 shares................................................................... 85,395 85,395
Capital surplus.............................................................................. 701,988 701,988
Retained earnings............................................................................ 1,139,206 1,022,169
Accumulated other comprehensive income....................................................... 50,535 33,305
----------- -----------
Total stockholders' equity............................................................... 2,007,124 1,872,857
----------- -----------
Total liabilities, redeemable preferred stock and stockholders' equity................... $17,340,496 $17,792,393
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE>
FIRST MARYLAND BANCORP
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Accumulated
Other
Preferred Common Capital Comprehensive Retained
Stock Stock Surplus Income Earnings Total
--------- ------- -------- -------------- ----------- -----------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Nine Months Ended September 30, 1997
Balance, December 31, 1996.......................... $30,000 $84,926 $198,176 $ 7,189 $ 927,206 $1,247,497
Net income.......................................... - - - - 123,456 123,456
Other comprehensive income, net of tax:
Minimum pension liability adjustment................ - - - 255 - 255
Change in unrealized gains/losses on investment
securities, net of reclassification adjustment(1)... - - - 14,640 - 14,640
Accretion of redeemable preferred stock............. - - - (146) - (146)
----------
Other comprehensive income.......................... - - - - - 14,749
----------
Comprehensive income................................ - - - - - 138,205
Issuance of Common Stock............................ - 469 504,718 - - 505,187
Dividends declared on common stock.................. - - - - (44,000) (44,000)
Dividends declared on preferred stock.............. - - - - (8,865) (8,865)
Dividends declared on redeemable preferred.......... - - - - (304) (304)
stock............................................. ------- ------- -------- ------- ---------- ----------
Balance, September 30, 1997......................... $30,000 $85,395 $702,894 $21,938 $ 997,493 $1,837,720
======= ======= ======== ======= ========== ==========
NINE MONTHS ENDED SEPTEMBER 30, 1998
- -------------------------------------
Balance, December 31, 1997.......................... $30,000 $85,395 $701,988 $33,305 $1,022,169 $1,872,857
Net income.......................................... - - - - 183,206 183,206
Other comprehensive income, net of tax:
Minimum pension liability adjustment................ - - - (240) - (240)
Change in unrealized gains/losses on investment
securities, net of reclassification adjustment(1).. - - - 17,574 - 17,574
Accretion of redeemable preferred stock............. - - - (104) - (104)
----------
Other comprehensive income.......................... 17,230
----------
Comprehensive income................................ - - - - - 200,436
----------
Dividends declared on common stock.................. - - - - (57,000) (57,000)
Dividends declared on preferred stock.............. - - - - (8,865) (8,865)
Dividends declared on redeemable preferred......... - - - - (304) (304)
------- ------- -------- ------- ---------- ----------
Balance, September 30, 1998......................... $30,000 $85,395 $701,988 $50,535 $1,139,206 $2,007,124
======= ======= ======== ======= ========== ==========
</TABLE>
(1) DISCLOSURE OF RECLASSIFICATION AMOUNT:
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------------
1998 1997
------------- -------------
<S> <C> <C>
Net unrealized holding gains on investment securities arising during
period..................................................................... $43,716 $14,812
Less: reclassification adjustment for realized gains included in net
income..................................................................... 26,142 172
Change in unrealized gains/losses on investment securities, net of ------- -------
tax........................................................................ $17,574 $14,640
======= =======
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE>
FIRST MARYLAND BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------------
1998 1997
------------ ------------
<S> <C> <C>
(in thousands)
Operating Activities
Net income.................................................................................. $ 183,206 $ 123,456
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses................................................................. 16,930 26,634
Provision for other real estate losses...................................................... 337 -
Depreciation and amortization............................................................... 63,457 41,868
Deferred income tax expense ................................................................ 40,601 33,166
Net gain on the sale of assets.............................................................. (101,965) (29,001)
Net decrease (increase) in loans originated for sale....................................... 375,689 (32,212)
Net increase in trading account securities.................................................. (32,833) (46,216)
Net decrease in accrued interest receivable................................................. 5,115 3,929
Net (decrease) increase in accrued interest payable......................................... (3,512) 11,002
Other, net.................................................................................. (8,495) 23,815
----------- -----------
Net cash provided by operating activities.................................................. 538,530 156,441
----------- -----------
Investing Activities
Proceeds from sales of investment securities available-for-sale (1)........................ 2,875,947 1,935,819
Proceeds from paydowns and maturities of investment securities available-for-sale.......... 585,233 619,243
Purchases of investment securities available-for-sale...................................... (3,041,586) (2,106,468)
Net decrease in short-term investments..................................................... 25,467 63,329
Net disbursements from lending activities of banking subsidiaries.......................... (432,755) (208,613)
Principal collected on loans of nonbank subsidiaries....................................... 36,710 38,445
Loans originated by nonbank subsidiaries................................................... (28,139) (49,122)
Principal payments received under leases................................................... 3,380 2,926
Purchases of assets to be leased........................................................... (3,211) (2,716)
Proceeds from the sale of other real estate................................................ 7,618 7,896
Purchases of premises and equipment........................................................ (53,791) (25,128)
Proceeds from the sale of premises and equipment........................................... 4,429 1,078
Acquisitions............................................................................... - (698,163)
Proceeds from the sale of credit card loans................................................ 197,369 366,694
Other, net................................................................................. 3,224 19,946
----------- -----------
Net cash provided by (used for) investing activities...................................... 179,895 (34,834)
----------- -----------
Financing Activities
Net (decrease) increase in deposits........................................................ (738,443) 171,419
Net increase (decrease) in short-term borrowings........................................... 46,790 (440,841)
Proceeds from the issuance of long-term debt............................................... - 343,768
Principal payments on long-term debt....................................................... (50,000) (20,000)
Cash dividends paid........................................................................ (66,169) (53,168)
----------- -----------
Net cash (used for) provided by financing activities...................................... (807,822) 1,178
----------- -----------
(Decrease) increase in cash and cash equivalents............................................ (89,397) 122,785
Cash and cash equivalents at January 1,..................................................... 1,079,665 842,266
----------- -----------
Cash and cash equivalents at September 30................................................... $ 990,268 $ 965,051
=========== ===========
Supplemental Disclosures
Interest payments.......................................................................... $ 404,890 $ 282,119
Income tax payments........................................................................ 30,493 36,779
Noncash Investing and Financing Activities
Common stock issued in connection with AIB purchase acquisition............................ - 505,187
Loan charge-offs........................................................................... 24,459 32,832
Transfers to other real estate............................................................. 6,410 8,144
</TABLE>
(1) Includes $213 million in proceeds from 1997 investment securities sales
which did not settle until 1998.
See accompanying notes to consolidated financial statements
6
<PAGE>
FIRST MARYLAND BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of First
Maryland Bancorp and subsidiaries ("the Corporation") have been prepared in
accordance with generally accepted accounting principles for interim financial
reporting. Accordingly, they do not include all information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (which consist of
only normal, recurring accruals) necessary for a fair presentation have been
included. Certain amounts in prior periods have been reclassified for
comparative purposes. The Corporation acquired Dauphin Deposit Corporation
("Dauphin") on July 8, 1997. Dauphin's results of operations have been included
with the Corporation's results since July 1, 1997. Consequently, results of
operations for the nine months ended September 30, 1998 are not comparable to
results of operations for the nine months ended September 30, 1997. Operating
results for the three month and nine month periods ended September 30, 1998 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1998. These unaudited financial statements should be read in
conjunction with the audited financial statements and related notes included in
the Corporation's 1997 Annual Report on Form 10-K.
2. INVESTMENT SECURITIES
The amortized cost and fair value of available-for-sale securities at
September 30, 1998 are as follows:
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------------- --------------- ---------------- ---------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
U.S. Treasury and U.S. Government Agencies......... $ 663,754 $20,712 $ - $ 684,466
Mortgage-backed obligations........................ 1,700,461 33,500 - 1,733,961
Collateralized mortgage obligations................ 708,576 7,293 (1,817) 714,052
Asset-backed securities............................ 513,153 11,419 (20) 524,552
Obligations of states and political subdivisions... 450,647 12,833 (251) 463,229
Other debt securities.............................. 31,512 - - 31,512
Equity securities.................................. 182,333 2,450 (1,821) 182,962
---------- ------- ------- ----------
Total................................ $4,250,436 $88,207 $(3,909) $4,334,734
========== ======= ======= ==========
</TABLE>
3. SUBSEQUENT EVENT
In October 1998, the Corporation sold $685 million in investment
securities, (primarily U.S. Treasury and U.S. government agency securities) in
response to the current interest rate environment. The sales resulted in pre-
tax gains of $19.4 million. The Corporation subsequently purchased $800 million
of mortgage-backed obligations of Federal agencies to replace the securities
sold. The net impact of these securities transactions on the future earnings of
the Corporation is expected to be negligible.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
FORWARD-LOOKING STATEMENTS
Certain information included in the following section of this report, other
than historical information, may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. The forward-
looking statements are identified by terminology such as "may", "will",
"believe", "expect", "estimate", "anticipate", "continue", or similar terms.
Actual results may differ materially from those projected in the forward-looking
statements. Factors that could cause actual results to differ materially from
those in the forward-looking statements include, but are not limited to: global,
national and regional economic conditions; levels of market interest rates;
credit or other risks of lending and investment activities; competitive and
regulatory factors; and technological change.
ANALYSIS OF FINANCIAL CONDITION
On July 8, 1997, First Maryland Bancorp ("the Corporation") and its parent,
AIB, acquired Dauphin Deposit Corporation ("Dauphin") which was merged into the
Corporation. This acquisition, which was accounted for as a purchase business
combination, resulted in $901.6 million of intangible assets, comprised
primarily of goodwill of $825.1 million, and a core deposit intangible of $69.9
million, which are amortized against earnings. Dauphin's results of operations
have been included with the Corporation's results of operations since July 1,
1997. Consequently, results of operations for the nine months ended September
30, 1998 are not comparable to results of operations for the nine months ended
September 30, 1997.
The Corporation's total assets at September 30, 1998 were $17.3 billion, a
$452 million decrease from the balance at December 31, 1997. The primary
components of the decrease were loans held-for-sale which decreased $376
million, investment securities available-for-sale which decreased $109 million,
other assets which decreased $133 million and cash and due from banks which
decreased $89 million. These decreases were partially offset by an increase in
loans and leases of $275 million.
The decline in loans held-for-sale was the result of the Corporation's sale
of its residential first mortgage origination business to National City Mortgage
Co. during the first quarter, as previously reported. Residential mortgage loans
will be offered to the Corporation's customers through the retail branch system
and the Corporation will continue to meet the needs of low and moderate income
communities in its market.
Credit card loans declined $131 million as a result of the Corporation's
sale of its retail credit card portfolio to Bank of America National Association
during the first quarter, also as previously reported. Excluding the decline
in credit card loans, loans and leases increased $406 million, with a $416
million increase in commercial loans driven by new business and credit line
activity, and a $229 million increase in retail loans due to growth in fixed
rate home equity credit products. Residential loans declined $200 million due to
prepayments resulting from the low interest rate environment. Commercial real
estate outstandings declined $18 million due to the payoff of a large credit
during the first quarter of 1998. Foreign loans declined $53 million primarily
due to fluctuations in short-term advances to the U.S. subsidiary of a foreign
company.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS-(CONTINUED)
Investment securities available-for-sale at September 30, 1998 decreased
$109 million when compared to investment securities available-for-sale at
December 31, 1997. Sales, maturities and paydowns of investment securities
during the nine months ended September 30, 1998 totaled $3.2 billion, exceeding
purchases of $3.1 billion. In the first quarter of 1998, $1.7 billion of U.S.
Treasury and mortgage backed obligations were sold to reduce interest rate risk
(primarily prepayment risk related to mortgage backed securities) due to the
market environment at the time of the sales. The sales resulted in pre-tax
gains of $30.4 million. During the second quarter of 1998, the Corporation sold
$462 million of investment securities (primarily mortgage backed obligations and
collateralized mortgage obligations) to further reduce interest rate risk. The
sales resulted in pre-tax gains of $9.9 million. The sale of investment
securities in the second quarter was prompted by growth in the home equity
portfolio of the Corporation which resulted in an increase in interest rate risk
due to the prepayment characteristics of home equity loans. During the third
quarter of 1998 the Corporation sold $487 million of investment securities,
primarily U.S. Treasury securities, mortgage backed securities and
collateralized mortgage obligations and replaced these securities with
investment securities that extended the duration of the investment portfolio,
reduced exposure to home equity loans and improved the portfolio yield. These
sales resulted in pre-tax gains of $1.0 million.
Investment securities purchased in the first quarter totaled $1.7 billion
and included U.S. Treasury securities, mortgage backed obligations and
collateralized mortgage obligations with less prepayment risk than the
securities sold. During the second quarter of 1998 the Corporation purchased
$558 million of securities, which were primarily U.S. Treasury and U.S.
Government agency securities, mortgage backed obligations and collateralized
mortgage obligations. During the third quarter the Corporation purchased $788
million of securities, primarily federal agency securities, mortgage backed
securities and collateralized mortgage obligations.
Other assets declined by $133 million from December 31, 1997. Other assets
at December 31, 1997 included a large receivable related to the use of trade
date accounting for an investment security sale which settled in the first
quarter of 1998.
At September 30, 1998, investment securities available for sale totaled
$4.3 billion and had unrealized appreciation of $84.3 million compared to $54.4
million at December 31, 1997. The taxable equivalent yield on the entire
securities portfolio during the third quarter of 1998 was 6.36% compared to
6.54% for the second quarter of 1998 and 6.73% for the first quarter of 1998.
The restructuring of the investment portfolio during the first and second
quarters of 1998 resulted in a decline in the overall yield of the investment
securities portfolio.
Significant fluctuations in liabilities included a $288 million decline in
noninterest bearing deposits from December 31, 1997 primarily due to normal
seasonal fluctuations in demand deposit balances. Interest bearing deposits
decreased $450 million due to a $122 million decline in interest bearing demand
deposits, a $184 million drop in savings deposits, a $129 million decrease in
consumer time deposits and a $258 million decline in purchased time deposits
from December 31, 1997. These decreases were offset by a $243 million increase
in money market deposits. The growth in money market deposits is due to a new
$108 million mortgage escrow deposit from a corporate customer and growth in a
retail money market deposit product which is priced similarly to non-deposit
money market mutual funds. Competitive pressures from non-bank financial
services companies continue to be strong, especially from mutual fund companies
and broker-dealers. The decline in saving deposits is due to the transfer of
approximately $175 million of trust savings deposits into non-depository
investment products. The decline in consumer time deposits evidences the
consumer trend toward higher-yielding, non-insured investment vehicles. Long-
term debt declined $50 million due to the payoff of $50 million of medium term
bank notes. Accrued taxes and other liabilities increased $155 million from
December 31, 1997 primarily due to a $85 million increase in accrued income
taxes payable, and a $63 million change in the fair value of options sold.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS-(CONTINUED)
ASSET QUALITY
Nonperforming assets were $99.4 million at September 30, 1998, compared to
$81.0 million at December 31, 1997. The increase in nonperforming assets was
primarily due to the transfer to nonaccrual status of $17.3 million in
residential mortgages, $27.6 million in foreign loans, $8.6 million in
commercial loans and $414 thousand of commercial mortgages in 1998. In
addition, a $3.6 million troubled debt restructuring was placed on nonaccrual
status in the second quarter of 1998. Offsetting the increases in nonperforming
loans were paydowns and payoffs of nonaccrual loans totaling $16.7 million,
charge-offs of $12.2 million, loans transferred to accrual status of $4.4
million, transfers to other real estate owned of $2.8 million and to other
assets owned of $1.8 million. Additions to other real estate owned totaled $6.4
million in 1998, including the transfers from nonaccrual loans of $2.8 million.
Sales and paydowns of other real estate owned totaled $7.4 million and other
real estate owned writedowns and additions to valuation reserves totaled $613
thousand in 1998. Repossessed inventory and other nonperforming assets increased
$3.5 million in 1998.
The economic and financial upheavals in the global markets, particularly in
Asia, have severely stressed the dry bulk shipping industry, significantly
affecting the quality of the Corporation's international maritime loan
portfolio. Ship seizures and recovery efforts are expected to increase for the
remainder of 1998 and into 1999. At September 30, 1998 period end outstandings
in the Corporation's international maritime loan portfolio were $336.0 million.
Nonperforming assets in the foreign loan portfolio included $21.5 million in
nonaccrual maritime loans and $1.8 million in repossessed maritime assets.
Charge-offs in the foreign loan portfolio related to the maritime portfolio
totaled $4.7 million for the nine months ended September 30, 1998.
The allowance for credit losses as a percentage of loans and leases was
1.53% at September 30, 1998 compared to 1.67% at December 31, 1997.
Nonperforming assets as a percentage of loans and other foreclosed assets owned
were 0.96% at September 30, 1998 compared to 0.80% at December 31, 1997. Loans
90 days or more past due and still accruing totaled $27.4 million at September
30, 1998 compared to a prior year-end balance of $23.7 million. Net charge-offs
as a percentage of average loans and leases decreased to 0.26% for the nine
months ended September 30, 1998 compared to 0.48% for the same period in 1997.
Net charge-offs decreased due to the sale of credit card loans in the third
quarter of 1997 and first quarter of 1998.
The provisions for credit losses for the third quarter and nine months
ended September 30, 1998 were $2.8 million and $16.9 million respectively,
compared to $7.4 million and $26.6 million for the third quarter and nine months
ended September 30, 1997. Net charge-offs decreased $9.0 million when the nine
months ended September 30, 1998 is compared to the same period in 1997. Credit
card charge-offs decreased $19.9 million offset by a $10.9 million increase in
non credit card charge-offs. The increase in non credit card charge-offs is
primarily due to three large commercial loan charge-offs totaling $4.6 million
and $4.7 million in charge-offs related to the maritime portfolio.
The following table details information on the allowance for credit losses
and net charge-offs for the nine months ended September 30, 1998 and 1997 and
risk assets at September 30, 1998 and December 31, 1997.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS-(CONTINUED)
ASSET QUALITY ANALYSIS
ALLOWANCE FOR CREDIT LOSSES
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------------
1998 1997
-------------- --------------
<S> <C> <C>
Beginning balance $168,186 $154,802
Provision for credit losses 16,930 26,634
Net charge-offs (19,430) (28,392)
Allowance on loans of acquired banks - 43,418
Allowance on loans sold (6,850) (21,000)
-------- --------
Ending balance $158,836 $175,462
======== ========
NET CHARGE-OFFS AS A PERCENTAGE OF AVERAGE LOANS BY CATEGORY
Commercial loans 0.23% 0.07%
Commercial real estate loans (0.07) -
Residential mortgages 0.12 0.08
Retail loans 0.29 0.25
Credit card loans 11.41 6.73
Leases receivable 0.10 0.07
Foreign loans 1.37 -
----- ----
Total........................................................................... 0.26% 0.48%
RISK ASSETS
SEPTEMBER 30, DECEMBER 31,
1998 1997
-------------- -------------
Nonaccrual loans:
Domestic:
Commercial........................................................................ $17,074 $21,730
Commercial real estate............................................................ 10,004 9,417
Residential mortgage.............................................................. 28,964 24,808
Foreign............................................................................ 24,325 4,340
------- -------
Total nonaccrual loans........................................................... 80,367 60,295
Restructured loans (1)............................................................. 93 3,692
Other real estate and assets owned (2)............................................. 18,966 16,963
------- -------
Total nonperforming assets....................................................... $99,426 $80,950
======= =======
Accruing loans contractually past due 90 days or more as to principal or
interest.......................................................................... $27,436 $23,717
======= =======
</TABLE>
____________
(1) Restructured loans are "troubled debt restructurings" as defined in
Statement of Financial Accounting Standards No. 15, "Accounting by Debtors
and Creditors for Troubled Debt Restructurings".
(2) Other real estate and other assets owned represent collateral on loans to
which the Corporation has taken title. This property, which is held for
resale, is carried at fair value less estimated costs to sell.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS-(CONTINUED)
ASSET QUALITY RATIOS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
--------------- -------------
<S> <C> <C>
Nonperforming loans as a percentage of total loans................................. 0.78% 0.63%
Nonperforming assets as a percentage of :
Total loans, net of unearned income plus other foreclosed assets owed............. 0.96 0.80
Total assets...................................................................... 0.57 0.45
Allowance for credit losses as a percentage of:
Period end loans.................................................................. 1.53 1.67
Nonperforming loans............................................................... 197.41 262.84
</TABLE>
CAPITAL ADEQUACY AND RESOURCES
The Corporation's capital strength provides the resources and flexibility
to capitalize on business growth and acquisition opportunities. At September 30,
1998, the Corporation's Tier 1 risk based capital ratio was 9.26% ($1.3 billion
of Tier 1 capital) and its total risk based capital ratio was 12.58% ($1.8
billion of total risk based capital). Tier 1 capital consists primarily of
common shareholder's equity and noncumulative preferred instruments less
goodwill and certain intangible assets, while total risk-based capital adds
qualifying subordinated debt and the allowance for credit losses, within
permitted limits, to Tier 1 capital. Risk weighted assets are determined by
assigning various levels of risk to different categories of assets and off-
balance sheet activities.
The Federal Reserve Board's regulatory capital guidelines require a minimum
total capital to risk adjusted assets ratio of 8.0%. One-half of the 8.0%
minimum must be Tier 1 capital. The leverage ratio measures Tier 1 capital to
average assets less goodwill and other disallowed intangible assets and must be
maintained in conjunction with the risk-based capital standards. The regulatory
minimum for the leverage ratio is 3.0%; however, this minimum applies only to
top rated banking organizations without any operating, financial or supervisory
deficiencies. Other organizations, (including those experiencing or
anticipating significant growth) are expected to hold an additional capital
cushion of at least 100 to 200 basis points of Tier 1 capital and, in all cases,
banking organizations should hold capital commensurate with the level and nature
of all risks, including the volume and severity of problem loans, to which they
are exposed.
Substantially the same capital requirements are applied to the Corporation's
banking subsidiaries under guidelines issued by the Office of the Comptroller of
the Currency, the Federal Reserve and the Federal Deposit Insurance Corporation.
As illustrated in the following table, at September 30, 1998 the Corporation and
its banking subsidiaries were "well capitalized" as defined by regulatory
authorities.
CAPITAL ADEQUACY RATIOS
<TABLE>
<CAPTION>
Regulatory Capital Ratios
---------------------------------------------
Tier 1 Total Leverage
------------- ------------- -------------
<S> <C> <C> <C>
The Corporation....................................................... 9.26% 12.58% 8.42%
The First National Bank of Maryland................................... 7.82 10.36 7.15
Dauphin Deposit Bank and Trust Company................................ 9.57 11.62 8.34
The York Bank and Trust Company....................................... 10.61 11.87 8.55
First Omni Bank, N.A.................................................. 35.39 36.10 13.50
Regulatory Guidelines:
Minimum.............................................................. 4.00 8.00 3.00
Well Capitalized..................................................... 6.00 10.00 5.00
</TABLE>
12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS-(CONTINUED)
LIQUIDITY
Dividends from subsidiaries are the primary source of funds for the debt
service and preferred stock requirements of First Maryland Bancorp. Dividends
from subsidiaries totaled $133.9 million for the nine months ended September 30,
1998, and included $74 million in special dividends from First Omni Bank, N.A.
("First Omni"). In addition, First Omni returned $22 million of capital to First
Maryland Bancorp through a stock redemption. Management is confident that the
earnings and dividend capacity of its subsidiary banks will be adequate to
service interest obligations on long-term debt and any preferred stock dividend
requirements of the Corporation. On April 29, 1998, the Corporation paid a
dividend of $57 million to its sole common shareholder, Allied Irish Banks,
p.l.c.
ANALYSIS OF RESULTS OF OPERATIONS
As noted above, results of operations for the nine months ended September
30, 1998 are not comparable to those for the same periods in 1997 due to the
acquisition (Merger) of Dauphin in July 1997. The results of operations for
1998 reflect the effects of the acquisition subsequent to the Merger's
consummation.
In the majority of the Corporation's income and expense categories, the
increases in the amounts reported for the nine months ended September 30, 1998
compared with the amounts reported for the same periods in 1997 resulted from
the Merger. Other significant factors affecting the Corporation's results of
operations are described in the applicable sections below.
The net income of the Corporation for the nine months and quarter ended
September 30, 1998 was $183.2 million and $40.1 million, respectively, compared
to $123.5 million and $53.5 million, respectively, for the nine months and
quarter ended September 30, 1997. Net income for the first nine months of 1998
included a $37.4 million after tax gain ($60.0 million pre-tax) on the sale of
credit card loans and $25.5 million of after tax securities gains ($40.4 million
pre-tax) which were the result of repositioning the investment portfolio in the
first half of 1998. Return on average assets and return on average common
stockholder's equity were 1.45% and 12.98%, respectively, for the nine months
ended September 30, 1998 compared to 1.26% and 11.42% for the nine months ended
September 30, 1997.
Tangible net income, which excludes amortization of goodwill and other
intangible assets related to purchase business combinations, was $219.9 million
and $52.2 million, respectively, for the nine months and quarter ended September
30, 1998 compared to $139.9 million and $67.2 million, respectively, for the
nine months and quarter ended September 30, 1997. Excluding the gain on the
sale of credit card loans and the gain on the sale of investment securities,
tangible net income was $156.9 million and return on average tangible assets and
return on average tangible common equity were 1.31% and 22.30%, respectively,
for the nine months ended September 30, 1998. These ratios were 1.29% and
16.22% for the nine months ended September 30, 1997.
13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS-(CONTINUED)
NET INTEREST INCOME
The largest source of the Corporation's net income is net interest income.
For analytical purposes, net interest income is adjusted to a "taxable
equivalent" basis to recognize the income tax savings on tax exempt assets. Net
interest income on a tax equivalent basis for the third quarter of 1998 was
$136.2 million, a decrease of $9.3 million from the third quarter of 1997. The
sale of credit card loans in the third quarter of 1997 and first quarter of 1998
resulted in a decrease in net interest income of approximately $4.2 million. In
addition, a declining interest rate environment resulted in lower rates on new
loans and a lower overall yield on the loan portfolio, prompting a decrease in
net interest income of approximately $6.5 million. The decline in loans held
for sale resulted in a decrease in net interest income of approximately $2.8
million. Offsetting these decreases were a $1.6 million increase in net interest
income due to a higher level of interest free funding sources and a $2.4 million
increase due to higher loan volume. The net interest margin for the third
quarter of 1998 was 3.71% compared to a margin of 3.86% for the third quarter of
1997. The decline in net interest margin is primarily due to a decline in
yields on the loan portfolio.
Net interest income on a tax equivalent basis for the nine months ended
September 30, 1998 was $416.8 million, an increase of $56.6 million when
compared to net interest income for the nine months ended September 30, 1997.
The sale of the retail credit card portfolio resulted in a decrease in net
interest income of approximately $12.8 million when the nine months ended
September 30, 1998 are compared to the nine months ended September 30, 1997.
The net interest margin for the nine months ended September 30, 1998 was 3.81%
compared to a net interest margin of 4.14% for the same period in 1997. The
decline in net interest margin is primarily due to the acquisition of Dauphin.
The following tables provide additional information on the Corporation's
average balances, interest yields and rates, and net interest margin for the
three months ended September 30, 1998, June 30, 1998 and September 30, 1997 and
the nine months ended September 30, 1998 and 1997.
14
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS-(CONTINUED)
AVERAGE BALANCES, INTEREST YIELDS AND RATES AND NET INTEREST MARGIN
(Tax Equivalent Basis)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------------------------------------------------------------------
SEPTEMBER 30, 1998 JUNE 30, 1998 SEPTEMBER 30, 1997
------------------------------- ------------------------------ -----------------------------
AVERAGE YIELD/ AVERAGE YIELD/ AVERAGE YIELD/
BALANCE INTEREST(1) RATE(1) BALANCE INTEREST(1) RATE(1) BALANCE INTEREST(1) RATE(1)
-------- ----------- ------- ------- ----------- ------- ------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN MILLIONS)
ASSETS
Earning assets:
Trading account securities.... $ 68.1 $ 0.9 5.38% $ 72.8 $ 1.0 5.56% $ 96.7 $ 1.5 6.06%
Money market investments. 42.9 0.7 6.93 94.4 1.4 5.91 81.6 1.1 5.49
Investment securities(2):
Taxable....................... 3,474.7 54.4 6.21 3,554.3 56.8 6.41 3,988.3 66.0 6.57
Tax exempt.................... 427.3 8.1 7.54 421.2 8.0 7.57 412.1 7.7 7.41
Equity investments............ 149.6 2.4 6.37 148.7 2.5 6.68 102.2 1.6 6.12
---------- ------ ------ ---------- ------ ------ --------- ------ ------
Total investment securities 4,051.7 64.9 6.36 4,124.3 67.2 6.54 4,502.6 75.3 6.64
---------- ------ ------ ---------- ------ ------ --------- ------ ------
Loans held for sale............ 143.8 3.3 9.12 257.7 5.4 8.45 427.2 7.6 7.02
Loans (net of unearned
income) (3):
Commercial.................... 3,177.4 61.2 7.65 3,064.0 59.3 7.76 2,751.1 53.6 7.73
Commercial real estate........ 2,221.6 46.6 8.31 2,232.2 46.4 8.33 2,257.4 48.4 8.50
Residential................... 807.4 14.8 7.29 874.0 15.9 7.29 1,060.9 20.0 7.48
Retail........................ 2,784.2 58.3 8.31 2,697.0 56.2 8.36 2,441.4 52.1 8.47
Credit card................... 15.6 0.4 10.97 14.3 0.5 12.62 303.9 9.8 12.74
Leases receivable............. 785.7 11.9 5.98 769.5 11.5 5.99 690.1 10.4 6.00
Foreign....................... 452.6 7.8 6.86 459.8 8.4 7.29 357.9 7.1 7.85
---------- ------ ------ ---------- ------ ------ --------- ------ ------
Total
loans................. 10,244.5 201.0 7.79 10,110.8 198.1 7.86 9,862.7 201.4 8.10
---------- ------ ------ ---------- ------ ------ --------- ------ ------
Total earning assets...... 14,550.9 270.9 7.39 14,659.9 273.1 7.47 14,970.8 286.9 7.60
Allowance for credit losses..... (161.3) (161.9) (181.9)
Cash and due from banks......... 864.9 886.4 823.9
Other assets.................... 1,638.5 1,607.1 1,710.2
---------- ---------- ---------
Total assets.................. $ 16,893.0 $ 16,991.5 $17,323.0
========== ========== =========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Deposits in domestic offices:
Interest bearing demand....... $ 569.6 $ 2.0 1.43% $ 592.2 $ 2.1 1.43% $ 603.1 $ 2.3 1.50%
Money market accounts......... 2,253.8 19.2 3.37 2,146.6 17.4 3.24 1,937.9 15.1 3.09
Savings....................... 1,405.8 8.6 2.43 1,565.5 10.3 2.63 1,613.5 10.5 2.60
Other consumer time........... 3,265.1 43.3 5.26 3,305.2 43.2 5.25 3,594.2 47.8 5.28
Large denomination time....... 1,393.1 20.1 5.72 1,634.1 23.3 5.71 1,250.5 18.0 5.71
Deposits in foreign banking
office......................... 385.9 5.5 5.61 224.7 3.1 5.60 206.3 2.9 5.60
---------- ------ ------ ---------- ------ ------ --------- ------ ------
Total interest bearing
deposits................. 9,273.3 98.7 4.22 9,468.3 99.4 4.21 9,205.5 96.6 4.16
---------- ------ ------ ---------- ------ ------ --------- ------ ------
Funds purchased................. 1,359.8 18.2 5.30 1,161.5 15.1 5.20 1,283.8 17.1 5.26
Other borrowed funds, short-
term........................... 441.5 5.8 5.20 490.5 6.3 5.13 1,077.0 14.8 5.44
Long-term debt.................. 656.1 12.1 7.33 666.5 12.2 7.35 703.5 12.9 7.29
---------- ------ ------ ---------- ------ ------ --------- ------ ------
Total interest bearing
liabilities.............. 11,730.7 134.8 4.56 11,786.7 132.9 4.52 12,269.8 141.4 4.57
---------- ------ ------ ---------- ------ ------ --------- ------ ------
Noninterest bearing deposits.... 2,574.2 2,639.8 2,560.2
Other liabilities............... 621.1 607.6 607.3
Redeemable preferred stock...... 8.0 8.0 7.8
Stockholders' equity............ 1,959.0 1,949.4 1,877.9
---------- ---------- ---------
Total liabilities and
stockholders' equity..... $ 16,893.0 $ 16,991.5 $17,323.0
========== ========== =========
Net interest income, tax
equivalent basis.............. $136.2 $140.2 $145.5
====== ====== ======
Net interest spread (4)......... 2.83% 2.95% 3.03%
Contribution of interest free
sources of funds.............. 0.88 0.89 0.83
Net interest margin (5)......... 3.71 3.84 3.86
</TABLE>
15
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS-(CONTINUED)
AVERAGE BALANCES, INTEREST YIELDS AND RATES AND NET INTEREST MARGIN
(Tax Equivalent Basis)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
-------------------------------------------------------------------------------
SEPTEMBER 30, 1998 SEPTEMBER 30, 1997
-------------------------------------- -----------------------------------
AVERAGE YIELD/ AVERAGE YIELD/
BALANCE INTEREST(1) RATE(1) BALANCE INTEREST(1) RATE(1)
--------- ----------- ------- ------- ----------- -------
(DOLLARS IN MILLIONS)
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Earning assets:
Trading account securities...................... $ 58.3 $ 2.4 5.57% $ 65.0 $ 3.0 6.14%
Money market investments........................ 121.2 5.3 5.82 316.0 12.8 5.42
Investment securities (2):
Taxable......................................... 3,472.4 166.1 6.39 2,927.0 143.5 6.56
Tax exempt...................................... 419.8 23.9 7.61 191.9 11.8 8.20
Equity investments.............................. 145.3 7.5 6.92 67.3 2.9 5.86
--------- ------ ----- --------- ------ -----
Total investment securities................... 4,037.4 197.5 6.54 3,186.2 158.2 6.64
--------- ------ ----- --------- ------ -----
Loans held for sale............................... 258.0 16.0 8.29 213.7 11.6 7.23
Loans (net of unearned income) (3):
Commercial...................................... 3,071.2 177.4 7.72 2,113.9 123.5 7.81
Commercial real estate.......................... 2,227.2 139.8 8.39 1,706.6 108.4 8.49
Residential..................................... 881.4 48.2 7.31 909.3 49.8 7.33
Retail.......................................... 2,685.8 168.2 8.37 1,763.1 111.6 8.46
Credit card..................................... 38.9 4.3 14.60 460.8 42.0 12.20
Leases receivable............................... 775.2 34.9 6.02 524.4 22.4 5.71
Foreign......................................... 455.3 24.2 7.10 359.0 20.5 7.62
--------- ------ ----- --------- ------ -----
Total loans................................... 10,135.0 597.0 7.88 7,837.1 478.2 8.16
--------- ------ ----- --------- ------ -----
Total earning assets........................ 14,610.0 818.2 7.49 11,618.0 663.8 7.63
Allowance for credit losses....................... (162.7) (162.3)
Cash and due from banks........................... 876.5 701.3
Other assets...................................... 1,619.1 936.4
--------- ---------
Total assets.................................. $16,943.0 $13,093.4
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits in domestic offices:
Interest bearing demand......................... $ 581.4 $ 6.2 1.43% $ 282.9 $ 3.6 1.72%
Money market accounts........................... 2,152.4 52.5 3.26 1,733.7 38.5 2.96
Savings......................................... 1,521.7 29.1 2.55 1,238.8 23.4 2.53
Other consumer time............................. 3,310.2 130.0 5.25 2,326.5 90.8 5.22
Large denomination time......................... 1,590.5 68.3 5.74 837.0 35.4 5.66
Deposits in foreign banking office................ 276.6 11.6 5.59 146.0 6.1 5.56
--------- ------ ----- --------- ------ -----
Total interest bearing deposits............... 9,432.8 297.6 4.22 6,564.9 197.8 4.02
--------- ------ ----- --------- ------ -----
Funds purchased................................... 1,225.0 48.1 5.25 886.4 34.8 5.25
Other borrowed funds, short-term.................. 481.1 18.6 5.18 982.7 39.6 5.38
Long-term debt.................................... 676.0 37.0 7.33 557.6 31.4 7.53
--------- ------ ----- --------- ------ -----
Total interest bearing liabilities............ 11,814.9 401.4 4.54 8,991.6 303.6 4.51
--------- ------ ----- --------- ------ -----
Noninterest bearing deposits...................... 2,592.0 2,205.7
Other liabilities................................. 590.9 405.0
Redeemable preferred stock........................ 8.0 7.7
Stockholders' equity.............................. 1,937.3 1,483.4
--------- ---------
Total liabilities and stockholders' equity... $16,943.0 $13,093.4
========= =========
Net interest income, tax equivalent basis......... $416.8 $360.2
====== ======
Net interest spread (4)........................... 2.95% 3.12%
Contribution of interest free sources of funds.... 0.86 1.02
Net interest margin (5)........................... 3.81 4.14
</TABLE>
________________________
(1) Interest on loans to and obligations of public entities is not subject to
Federal income tax. In order to make pre-tax yields comparable to taxable
loans and investments, a tax equivalent adjustment is used based on a 35%
Federal tax rate.
(2) Yields on investment securities available-for-sale are calculated based
upon average amortized cost.
(3) Nonaccrual loans are included under the appropriate loan categories as
earning assets.
(4) Net interest spread is the difference between the yield on average earning
assets and the rate paid on average interest bearing liabilities.
(5) Net interest margin is the ratio of net interest income on a fully tax-
equivalent basis to average earning assets.
16
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS-(CONTINUED)
NONINTEREST INCOME
The following tables present the components of noninterest income for the
three months and nine months ended September 30, 1998 and 1997.
NONINTEREST INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------------- ---------------------------------
PERCENT PERCENT
CHANGE CHANGE
--------- ---------
1998 1997 1998/1997 1998 1997 1998/1997
-------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Service charges on deposit accounts...... $ 26,372 $ 26,437 (0.2)% $ 79,685 $ 69,978 13.9%
Trust and investment advisory fees....... 17,994 14,330 25.6 52,082 31,177 67.1
Mortgage banking income.................. 5,304 18,110 (70.7) 26,659 30,981 (14.0)
Other income:
Security sales and fees................ 6,646 4,702 41.3 19,748 7,391 167.2
Credit card income..................... 6,167 7,385 (16.5) 17,287 12,545 37.8
Customer service fees................... 2,250 2,260 (0.4) 7,760 6,574 18.0
Trading income......................... 3,668 2,140 71.4 10,618 4,773 122.5
Standby letter of credit fees.......... 2,358 1,733 36.1 6,439 4,534 42.0
Servicing income....................... 509 8,489 (94.0) 5,476 20,515 (73.3)
Other.................................. 11,524 5,995 92.2 26,018 20,004 30.1
-------- -------- -------- -------- -------- ------
Total fees and other income......... 82,792 91,581 (9.6) 251,772 208,472 20.8
Securities gains (losses), net........... 1,042 (230) - 41,395 278 -
Gain on sale of credit card loans........ - 28,155 - 60,000 28,155 -
-------- -------- -------- -------- -------- ------
Total noninterest income............ $ 83,834 $119,506 (29.8)% $353,167 $236,905 49.1%
======== ======== ======== ======== ======== ======
</TABLE>
The Corporation's noninterest income for the third quarter of 1998 was $83.8
million, a $35.7 million (29.8%) decrease from noninterest income for the third
quarter of 1997. Included in noninterest income in 1997 was a $28.2 million
gain on the sale of credit card loans. Total fees and other income decreased
$8.8 million (9.6%) in the third quarter of 1998. The decrease in fees and
other income was primarily due to exiting the credit card lending and mortgage
origination businesses. Fees and other income increased $9.8 million (15.1%)
after excluding the $18.6 million impact of discontinued business lines. Trust
and investment advisory fees increased $3.7 million (25.6%) primarily due to a
$2.2 million increase in proprietary funds management fees. Mortgage banking
income decreased $12.8 million (70.7%) due to the sale of the Corporation's
residential first mortgage loan origination businesses in the first quarter of
1998. Credit card income decreased $1.2 million due to the $2.3 million impact
of exiting the credit card lending business which was partially offset by an
increase in merchant banking income in the current period. Servicing income
decreased $8.0 million (94.0%) primarily due to a $7.2 million decrease in
servicing income on credit card loans. Other income in 1998 benefited from $4.2
million in miscellaneous income related to discontinued business lines.
17
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS-(CONTINUED)
The Corporation's noninterest income for the nine months ended September 30,
1998 was $353.2 million, a $116.3 million (49.1%) increase over noninterest
income for the nine months ended September 30, 1997. Noninterest income in 1998
benefited from a $60 million gain on the sale of credit card loans and
investment security gains of $41.4 million. Noninterest income in 1997
benefited from $28.2 million in gains on the sale of credit card loans. Total
fees and other income increased $43.3 million (20.8%). Servicing income
decreased $15.0 million (73.3%) due to a $14.2 million decline in servicing
income on credit card loans. Mortgage banking income was impacted by the sale of
the Corporation's residential first mortgage loan origination businesses in the
first quarter of 1998. Credit card income declined due to the sale of the retail
credit card portfolio, however, this was partially offset by the addition of
merchant banking income from Dauphin. Other income in 1997 included a $5.5
million gain on the sale of an investment in an ATM and point of sale network.
Other income in 1998 benefited from a $1.2 million gain on the payoff of a
troubled debt restructuring and $4.2 million in miscellaneous income from
discontinued business lines.
NONINTEREST EXPENSES
The following table presents the components of noninterest expenses for the
three months and nine months ended September 30, 1998 and 1997.
NONINTEREST EXPENSES
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------------- -----------------------------------
PERCENT PERCENT
CHANGE CHANGE
--------- ---------
1998 1997 1998/1997 1998 1997 1998/1997
-------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Salaries and other personnel costs......... $ 77,220 $ 88,976 (13.2)% $231,653 $205,558 12.7%
Equipment costs............................ 10,455 11,895 (12.1) 32,155 28,949 11.1
Occupancy costs............................ 9,483 10,550 (10.1) 28,907 26,689 8.3
Other operating expenses:
External services........................ 7,855 9,856 (20.3) 22,812 24,718 (7.7)
Postage and communications............... 5,723 6,342 (9.8) 18,045 14,972 20.5
Advertising and marketing................ 5,425 5,541 (2.1) 13,912 12,971 7.3
Professional service fees................ 4,039 2,552 58.3 12,145 7,471 62.6
Other.................................... 16,134 17,333 (6.9) 50,239 28,347 77.2
-------- -------- -------- -------- -------- -------
Total operating expenses............... 136,334 153,045 (10.9) 409,868 349,675 17.2
Intangible asset amortization expense...... 13,789 16,218 (15.0) 41,800 20,722 101.7
-------- -------- -------- -------- -------- -------
Total noninterest expenses............. $150,123 $169,263 (11.3)% $451,668 $370,397 21.9%
======== ======== ======== ======== ======== =======
</TABLE>
The Corporation's noninterest expenses for the quarter ended September 30,
1998 were $150.1 million, a $19.1 million (11.3%) decrease from noninterest
expenses for the quarter ended September 30, 1997. Intangible asset
amortization expense decreased $2.4 million. Total operating expenses decreased
$16.7 million primarily due to exiting the credit card lending and residential
mortgage origination businesses. Expenses related to discontinued business
lines account for approximately $23.6 million of the decrease in operating
expenses. Excluding the impact of discontinued business lines, operating
expenses increased $6.9 million (5.5%). The primary reason for the increase in
expenses was system conversion and other costs associated with the integration
of Dauphin and Year 2000 issues. Salaries and other personnel costs decreased
$11.8 million. However,
18
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS-(CONTINUED)
excluding integration costs and the impact of discontinued businesses, salaries
and other personnel costs decreased by approximately $1.5 million. This was
primarily due to lower pension expense in 1998. Equipment costs decreased by
approximately $800 thousand after deducting the impact of discontinued business
lines primarily due to lower depreciation expense in 1998. Occupancy costs
decreased due to the exit of business lines. Advertising and marketing expense
decreased by $1.7 million due to exiting certain lines of business; however,
this decrease was offset by an increase in marketing expenses resulting from
customer notifications regarding retail account conversions and new retail
deposit products. External service fees decreased $2.0 million, primarily due to
exiting retail credit card lending. Professional service fees increased $1.5
million in the current quarter due to contract programming and other consulting
related to system conversion and integration issues. Other expenses decreased
$1.2 million. The current quarter included a $2.0 million decrease in franchise
taxes due to a Pennsylvania shares tax settlement related to prior years which
was offset by $1.2 million in collection expenses related to the maritime loan
portfolio.
The Corporation's noninterest expenses for the nine months ended September 30,
1998 were $451.7 million, an $81.3 million (21.9%) increase over noninterest
expenses for the nine months ended September 30, 1997. Noninterest expenses in
1998 included a $21.0 million increase in intangible asset amortization expense
primarily due to the Dauphin acquisition. Professional service fees were
impacted by a $3.9 million increase in contract programming and other consulting
expenses related to integration issues and system conversions. Other expenses
in 1998 included approximately $2.5 million in collection costs associated with
the maritime loan portfolio.
YEAR 2000
Many computer systems worldwide do not have the capability to recognize the
year 2000. This problem exists because computer software was developed with
years designated by their last two digits. Systems developed with this
programming will experience problems when the year advances from 1999 to 2000.
These computer systems may misread 2000 as 1900 causing any number of errors and
outages. In addition, the year 2000 is the first leap year ending in "00" since
the year 1600. Not all computer programs will recognize that the year 2000
includes an extra day.
The Corporation is actively pursuing Year 2000 compliance for all computer
systems. A Year 2000 Executive Steering Committee has been established to
oversee the efforts of many bankwide groups to ensure that affected systems of
the Corporation are able to accurately process date and time sensitive data when
the calendar year changes to 2000. These preparations include accounting for
the year 2000 as a leap year. The Corporation is also working with vendors,
agencies and customers with whom data is exchanged to monitor their progress on
Year 2000 system issues.
The Corporation began analyzing internal systems and product lines in early
1997. Year 2000 was identified as a high-priority business issue and a formal
project plan was put in motion by mid-year 1997. The Corporation has developed
an inventory of over 800 products and applications which may be impacted by year
2000 issues. This inventory covers all aspects of the Corporation's business.
These products and applications have been assigned a business priority and have
been organized into projects for replacement, upgrading, renovation, and
certification testing. The Corporation's primary efforts are focused on
inventoried items that have been identified as mission critical and important
those applications where any disruption causes critical data to be unreliable,
transactions to fail, legal requirements to be missed, or any other potentially
serious business issue. The assessment includes hardware, software,
telecommunications systems, ATMs, audio response systems, wire transfer systems,
automated clearinghouses, electronic data exchange systems and facilities
related systems with embedded microchips (vaults, security and alarm systems,
elevators, heating and air conditioning systems).
19
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS-(CONTINUED)
The Corporation's Year 2000 strategy consists of three approaches; they are
renovate, upgrade or replace. Approximately twenty five percent of the
Corporation's noncompliant systems have been made Year 2000 compliant through
renovation. The renovation of these systems is substantially complete. The
remaining noncompliant systems will be made Year 2000 compliant through upgrade
and replacement. The Corporation is currently in the process of replacing major
systems in order to upgrade its technology platforms to its strategic target
environment. In the process, the Corporation will replace a significant portion
of its software with Year 2000 compliant products. It is difficult to separate
the costs associated with system replacement and upgrades due to target
environment strategies from those associated with Year 2000 compliance. Direct
expenses related to systems upgrades and Year 2000 compliance total $10.7
million to date and are anticipated to be approximately $17 million through
December 31, 1999. Capital expenditures related to system upgrades and Year
2000 compliance are anticipated to be approximately $37 million.
Direct expenses related to Year 2000 and system conversions were $2.4
million and $6.0 million, respectively for the third quarter and nine months
ended September 30, 1998. In addition, funds expended to date on capital
projects associated with systems upgrades and Year 2000 compliance totaled $23.6
million through September 30, 1998. No depreciation expense has been recognized
on these projects as of September 30, 1998.
Project management software is being used to monitor the progress of Year 2000
integration. This software enables the Year 2000 Executive Steering Committee to
monitor company-wide efforts and to track critical Year 2000 milestones. Many
of the Corporation's systems are already Year 2000 compliant. Others that have
been identified as critical to serving our customers are targeted for compliance
by December 31, 1998. Bankwide systems will be certified as Year 2000 compliant
with testing which will occur through June 1999. The Corporation's target dates
are in compliance with Federal Financial Institution Examination Counsel
guidelines.
Year 2000 compliance by vendors and service providers is critical to the
Corporation's year 2000 preparedness plan. Questionnaires have been distributed
to vendors and service providers to confirm that these companies will be Year
2000 compliant. A critical part of the Corporation's strategy is to maintain
close contact with its vendors and to schedule testing periods with its third
party providers where appropriate. In certain circumstances the Corporation may
rely on proxy testing. Proxy testing is compliance testing of a vendor by a
significant customer of the vendor that uses essentially the same services as
the Corporation.
The Corporation is also carefully monitoring its risks in the area of
credit, liquidity and regulatory compliance. A monitoring program is in place
to help relationship managers and credit officers evaluate their corporate
client's Year 2000 efforts and to develop strategies for the management of
credit exposure based on Year 2000 preparedness.
The Corporation's existing contingency procedures will serve as the basis
for managing the Year 2000 transition. Extensive critical business resumption
plans are in place and updated constantly. Uninterrupted power supply units are
installed in key locations to ensure ongoing operations. The Corporation plans
to have specific Year 2000 contingency plans for mission critical systems in
place by March 1999.
In the opinion of management, the most likely worst case scenario that may
occur as a result of Year 2000 issues is the interruption of business due to the
inability of third party suppliers to provide heat, power, light or telephone
service to the Corporation's retail branch network. This would result in the
temporary closure of branches. While this scenario is highly unlikely, it is
beyond the control of the Corporation because it is not practical for the
Corporation to install uninterrupted power supplies in each of its branches.
Failures of the Corporation's and/or third party's computer systems due to
the inability to recognize or process dates occurring after January 1, 2000
could have a material impact on the Corporation's ability to conduct its
business. Management believes that the Corporation's level of preparedness is
appropriate based on the Year 2000 preparedness program detailed above.
20
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK MANAGEMENT
Market risk is the risk of loss arising from adverse changes in the fair value
of financial instruments due to changes in interest rates, exchange rates and
equity prices. The effective management of market risk is essential to achieving
the Corporation's objectives. As a financial institution, the Corporation's
primary market risk exposure is interest rate risk.
INTEREST RATE RISK MANAGEMENT
Management of interest rate risk is effected through adjustments to the size
and duration of the available-for-sale investment portfolio, the duration of
purchased funds and other borrowings, and through the use of off-balance sheet
financial instruments such as interest rate swaps, interest rate caps and
floors, financial futures, and options. The Corporation's earnings at risk
position at September 30, 1998 was similar to the risk position at year end
1997. Equity at risk at September 30, 1998 was $10.7 million, compared to an
equity at risk position of $28 million at December 31, 1997. The change in
equity at risk is mainly due to a reduction in the average lives of interest
earning assets as interest rates have declined. The Corporation's equity at risk
exposure would most likely revert to its year end 1997 levels if interest rates
return to December 31, 1997 levels.
FIXED INCOME, DERIVATIVE AND FOREIGN EXCHANGE RISK MANAGEMENT
The Corporation maintains active securities and derivatives trading positions
as well as foreign exchange trading positions to service the needs of its
customers as well as for its own trading account. There has been no material
change in the market risk of these portfolios during 1998.
PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Various legal actions and proceedings are pending involving First Maryland
Bancorp or its subsidiaries. Management believes that the aggregate liability or
loss, if any, resulting from such legal actions and proceedings will not be
material to the Corporation's financial condition or results of operations.
Included among the outstanding litigation is a class action lawsuit instituted
by Dauphin Deposit Bank and Trust Company ("Dauphin Deposit ") in the Court of
Common Pleas of Cumberland County, Pennsylvania on February 25, 1994, seeking a
declaratory judgment from the Court specifically permitting Dauphin Deposit to
discontinue an 18 month variable interest rate deposit product carrying a
minimum interest rate of 10% for the 18 month term, which is held in certain
individual retirement accounts ("IRA"). The aggregate balance of the IRA
accounts was approximately $225 million at September 30, 1998. Dauphin
Deposit's right to terminate the variable interest rate deposit product is in
dispute and is being challenged by the holders of the IRA accounts in question.
Several days after the commencement of trial in April 1996, Dauphin Deposit and
representatives of the class reached an agreement in principle to settle the
litigation and the trial was continued pending negotiation of a settlement
agreement. Dauphin Deposit and representatives of the class filed a settlement
agreement with the Court on May 13, 1996 which would permit Dauphin Deposit to
terminate the 18 month variable rate product as to all class members on the
effective date of the settlement and, in consideration, the balances of those
accounts would be automatically deposited in one of three new certificates of
deposit established by Dauphin Deposit for purposes of the settlement. All class
members were given the opportunity to file objections to the proposed settlement
or elect to be excluded from the class and the proposed settlement.
Approximately 89 of the 4,315 class members filed formal objections to the
settlement with the Court and 12 of the class members elected to opt out of the
settlement. A hearing was held before the Court on June 21, 1996 for the
purpose of obtaining the Court's approval of the settlement agreement. At the
hearing, counsel for Dauphin Deposit and counsel for the representatives of all
class members jointly moved for the Court's adoption of the settlement agreement
and made argument in favor thereof.
21
<PAGE>
The Court, by Order issued July 11, 1996, denied the joint motion of Dauphin
Deposit and the representatives of the class for settlement of the class action
in accordance with the terms and conditions of the settlement agreement.
Dauphin Deposit filed its Notice of Appeal from the trial Court's Order denying
the settlement to the Superior Court of Pennsylvania on August 9, 1996. On July
10, 1997, the Superior Court reversed the trial Court's disapproval of the
settlement agreement and directed the trial Court to approve the settlement. On
July 23, 1997, the class filed an Application for Reargument with the Superior
Court which was denied on September 22, 1997. On October 20, 1997, the class
filed a Petition for Allowance of Appeal with the Supreme Court of Pennsylvania
(the "Petition") which was granted on March 31, 1998. Briefing has been
completed, and the Supreme Court has scheduled argument for November 16, 1998.
Neither management nor counsel can predict the outcome of the class' appeal of
the Superior Court's decision or the timeframe within which the Supreme Court of
Pennsylvania will act on the appeal with any reasonable degree of certainty.
Dauphin Deposit has continued to date to pay a 10% interest rate with regard to
the 18 month variable interest rate deposit product.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibit is furnished to this Form 10-Q:
(27) Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter ended
September 30, 1998.
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.
First Maryland Bancorp
November 10, 1998 By /s/ Jerome W. Evans
---------------------------
Jerome W. Evans
Executive Vice President and Chief
Financial Officer
November 10, 1998 By /s/ Robert L. Carpenter, Jr.
----------------------------
Robert L. Carpenter, Jr.
Senior Vice President and
Controller
22
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FIRST
MARYLAND BANCORP SEPTEMBER 30, 1998 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 988,890
<INT-BEARING-DEPOSITS> 1,378
<FED-FUNDS-SOLD> 25,663
<TRADING-ASSETS> 72,372
<INVESTMENTS-HELD-FOR-SALE> 4,334,734
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 10,358,539
<ALLOWANCE> 158,836
<TOTAL-ASSETS> 17,340,496
<DEPOSITS> 11,725,713
<SHORT-TERM> 2,230,948
<LIABILITIES-OTHER> 700,678
<LONG-TERM> 656,198
8,002
30,000
<COMMON> 85,395
<OTHER-SE> 1,891,729
<TOTAL-LIABILITIES-AND-EQUITY> 17,340,496
<INTEREST-LOAN> 594,349
<INTEREST-INVEST> 189,232
<INTEREST-OTHER> 23,712
<INTEREST-TOTAL> 807,293
<INTEREST-DEPOSIT> 297,592
<INTEREST-EXPENSE> 401,377
<INTEREST-INCOME-NET> 405,916
<LOAN-LOSSES> 16,930
<SECURITIES-GAINS> 41,395
<EXPENSE-OTHER> 451,668
<INCOME-PRETAX> 290,485
<INCOME-PRE-EXTRAORDINARY> 183,206
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 183,206
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 3.81
<LOANS-NON> 80,367
<LOANS-PAST> 27,436
<LOANS-TROUBLED> 93
<LOANS-PROBLEM> 89,577
<ALLOWANCE-OPEN> 168,186
<CHARGE-OFFS> 25,459
<RECOVERIES> 6,029
<ALLOWANCE-CLOSE> 158,836
<ALLOWANCE-DOMESTIC> 57,590
<ALLOWANCE-FOREIGN> 21,313
<ALLOWANCE-UNALLOCATED> 79,933
</TABLE>
