Item 2.06 - Material Impairments
On December 16, 2008, Fulton Financial Corporation (the "Corporation")
determined that it expects to record non-cash charges during the fourth quarter
of 2008 related to the impairment of goodwill and the other-than-temporary
impairment of pooled trust preferred investment securities, and expects to
record an increase in its provision for loan losses. The goodwill impairment
charge is expected to be approximately $90 million, pending the finalization of
the goodwill impairment test discussed below. The provision for loan losses is
expected to be approximately $65 million for the fourth quarter of 2008,
compared to $26.7 million recorded in the third quarter of 2008. The
other-than-temporary impairment charge is expected to be approximately
$15 million, depending upon actual market conditions at December 31, 2008 and
completion of valuation modeling.
Goodwill Impairment Charge
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets", requires that the Corporation perform an annual test of
goodwill impairment. The Corporation performs this test on October 31st of each
year for each of its affiliate banks and financial service subsidiaries with
allocated goodwill, also known as "reporting units". Based on the results of
this annual goodwill impairment test, the Corporation concluded that an
approximately $90 million impairment charge is required related to its Columbia
Bank reporting unit (Columbia). The Corporation also determined that none of the
goodwill allocated to any of its other reporting units was impaired, however,
there can be no assurance that future tests of goodwill will not result in
findings of goodwill impairment.
For the purpose of the impairment test, the fair value of Columbia was based
upon observable market transactions for comparable organizations, as well as the
future cash flows expected to be generated by the reporting unit. The Columbia
goodwill impairment is a result of several factors, including decreases in
trading multiples of the stocks of comparable organizations, a decrease in
expected cash flows for Columbia due to the current interest rate environment,
which has negatively affected Columbia's net interest income, and deterioration
in the credit quality of Columbia's commercial real estate portfolio.
The goodwill impairment charge has no impact on the Corporation's regulatory
capital ratios and will not affect the Corporation's overall liquidity position.
The goodwill impairment charge is not deductible for income tax purposes.
Increase in Provision for Loan Losses
The Corporation expects to record a provision for loan losses of approximately
$65 million in the fourth quarter of 2008. As a result, the total provision for
the year ending December 31, 2008 will be approximately $120 million and the
allowance for loan losses will be approximately 1.46% of total loans as of
December 31, 2008. The expected increase in the provision for loan losses is a
result of the Corporation's existing allowance methodology and is caused by a
variety of factors including current and expected economic conditions, the
continued stress on real estate values, and increasing non-performing assets and
net charge-offs.
Other-Than-Temporary Investment Impairment Charge
The Corporation's investments in pooled trust preferred securities issued by
financial institutions had a cost basis of $32.2 million and a fair value of
$22.7 million as of September 30, 2008. During the fourth quarter, several of
these securities were downgraded by ratings agencies.
The Corporation has concluded that securities with a carrying value of
$31.2 million are other-than-temporarily impaired based on our cash flow
analysis and recent downgrades of credit ratings. The estimated fair value of
these securities is approximately $16 million, therefore a pre-tax loss of
approximately $15 million will be recognized for the other-than-temporary
impairment of pooled trust preferred securities.
Safe Harbor Statement:
This Form 8-K may contain forward-looking statements with respect to our
financial condition, results of operations and business. Forward-looking
statements are encouraged by the Private Securities Litigation Reform Act of
1995. When words such as "believes," "expects," "anticipates" or similar
expressions are used in this release, the Corporation is making forward-looking
statements.
Such forward-looking statements reflect the Corporation's current views and
expectations based largely on information currently available to its management,
and on its current expectations, assumptions, plan, estimates, judgments, and
projections about its business and its industry, and they involve inherent
risks, contingencies, uncertainties and other factors. Although the Corporation
believes that these forward-looking statements are based on reasonable estimates
and assumptions, the Corporation is unable to provide any assurance that its
expectations will, in fact, occur or that its estimates or assumptions will be
correct and actual results could differ materially from those expressed or
implied by such forward-looking statements and such statements are not
guarantees of future performance. The Corporation undertakes no obligation to
update or revise any forward-looking statements. Accordingly, investors and
others are cautioned not to place undue reliance on such forward-looking
statements.
Many factors could affect future financial results including, without
limitation, acquisition and growth strategies; market risk; changes or adverse
developments in economic, political or regulatory conditions; a continuation or
worsening of the current disruption in credit and other markets, including the
lack of or reduced access to, and the abnormal functioning of markets for
mortgage and other asset-backed securities and for commercial paper and other
short-term borrowings; the effect of competition and interest rates on net
interest margin and net interest income; investment strategy and income growth;
investment securities gains; declines in the value of securities which may
result in charges to earnings; changes in rates of deposit and loan growth;
asset quality and the impact on assets from adverse changes in the economy and
in credit and other markets and resulting effects on credit risk and asset
values; balances of risk-sensitive assets to risk-sensitive liabilities;
salaries and employee benefits and other expenses; amortization of intangible
assets; goodwill impairment; capital and liquidity strategies; and other
financial and business matters for future periods.
For a more complete discussion of certain risks and uncertainties affecting the
Corporation, please see the sections entitled "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" set
forth in the Corporation's filings with the Securities and Exchange Commission.