ITEM 1. BUSINESS
Corus Bankshares, Inc. (“Corus” or the “Company”), incorporated in Minnesota in 1958, is a bank holding company registered under the Bank Holding Company Act of 1956. Corus, through its wholly-owned banking subsidiary, Corus Bank, N.A. (the “Bank”), is primarily focused on commercial real estate lending and deposit gathering. The third, and smaller, business of the Bank is servicing the check cashing industry. Corus’ other activities include investments in the common stocks of financial industry companies as well as participations in certain of the Bank’s larger commercial real estate loans.
Commercial Real Estate Lending
Principal Products and Services
During the past few years, the Company’s lending has focused almost entirely on condominium projects. This activity breaks down into two broad categories - construction of new projects, and conversion of existing apartments into condominiums. Corus also originates condominium inventory loans which are loans secured by the unsold units (“inventory”) of completed condominium construction or conversion projects. Construction loans, however, represent the largest portion of Corus’ condominium loans at 90% of total condominium loan commitments as of December 31, 2007. In 2007, 92% of the Bank’s originations consisted of condominium construction loans.
In addition, towards the end of 2007, the Bank experienced growth in applications for loans to construct office buildings. The Bank lent extensively in this field earlier this decade and virtually all key personnel who originated those types of loans are still employed by the Bank. Management anticipates that in 2008 a significant portion of the Bank’s originations will finance office construction projects, with some limited activity also in other fields such as apartment or hotel financing.
The majority of Corus’ loans are non-recourse, meaning that the loan is secured by the real estate, generally without further benefit of payment guarantees from borrowers. The most significant exception is with respect to completion guarantees. Under a completion guarantee, the guarantor agrees to pay the costs necessary to complete the project in the event project costs exceed the original budget. These guarantees do not protect the Bank from decreases in collateral value but they do help ensure that the Bank’s exposure in a project is not higher than originally expected.
We believe that the business of commercial real estate lending is highly cyclical. Because our business model is based on a concentration in loans secured by condominium construction and conversion loans, Corus is impacted more than most banks by a weak housing market, and our earnings in 2007 reflected the severe deterioration in the residential housing market. Since we hold all of the loans that we make from the date of origination to final payoff, we inevitably hold loans during the stress time of any cycle.
Due to weakness in the residential for-sale housing market, an increasing number of borrowers are requesting extensions and other amendments to their loans. Corus underwrites such requests carefully. We view such requests as an opportunity to keep profitable loans on our books, though a subset of such loans are problematic and are categorized as such.
Certain problem loans involve foreclosure litigation. We foreclosed or otherwise took ownership of assets securing one loan in 2007. Corus is currently operating the property as an apartment complex. As of December 31, 2007, while we had not filed for foreclosure on any other loans, we anticipate commencing foreclosure procedures on three loans in early 2008.
Construction loans almost always have interest reserves and Corus’ construction loans are no exception. An interest reserve allows a certain portion of a borrower’s interest cost to be “capitalized” into the loan balance over the life of the loan. It is Corus’ practice to set the size of interest reserves, such that borrowers will be required to make out-of-pocket interest payments to support slow-to-stabilize or weak loans. Of course, there are exceptions where our interest reserves do carry loans longer than we would like, but generally speaking, our interest reserves will not carry borrowers much past completion of construction. We try to limit increases in interest reserves to situations where our loan balance is very well secured, and such increases represent an opportunity for additional income. While there are exceptions to this practice, we are generally very hesitant to increase interest reserves for projects that are not performing well.
Condominium construction loans carry with them substantial unfunded commitments. As of December 31, 2007, Corus had approximately $3.0 billion of unfunded condominium construction commitments. We focus heavily on total loan commitments and, to a lesser extent, on outstanding balances. We try to maintain liquidity and capital at levels appropriate not only for the funded balances, but also for the unfunded commitments, being cognizant of the fact that loan repayments may not be sufficient to meet all funding requirements pursuant to existing loan agreements.
As of December 31, 2007, we had a pipeline of pending loans totaling $3.0 billion. Much of that business is at a very preliminary stage, and may not come to fruition. Management estimates that as much as $1 billion of the loans in our pipeline might close in the first quarter of 2008.
Principal Markets and Methods of Distribution
The Company’s lending activities are focused in various metropolitan areas in Florida and California, as well as Atlanta, Las Vegas, New York City, and the District of Columbia. Those markets accounted for over 75% of Corus’ loan commitments as of December 31, 2007.
No employees or offices are maintained outside of Chicago. Loan requests are sourced through various channels such as existing customer relationships, loan brokers, and direct contacts established by either customers or loan officers.
Customer Concentrations
The Company has established policies that impose limits on the maximum exposure by customer. As of December 31, 2007, 48% of Corus’ commercial real estate loan portfolio, or $3.6 billion in commitments (funded and unfunded amounts), involved Corus’ 20 largest customers and represented 29 different projects.
Underwriting Policies and Risk Profile for Each Category of Loans
Condominium Construction Loans
Broadly speaking, there are two primary risks associated with condominium construction loans, Construction Risk and Market Risk. Construction Risk is the risk that construction of the building will not be completed. Market Risk is the risk that the value of the condominium units will decline such that the proceeds from sales will potentially be inadequate to pay off Corus’ loan.
Construction Risk -
Corus addresses Construction Risk, the risk that construction of the building will not be completed, in several ways. One way is by limiting the financing of preliminary development activities. Corus almost always either withholds funding, or delays closing altogether until all of the preconditions for development are satisfied. Preconditions can include final zoning, an executed construction contract with the general contractor, and internal as well as third party review of construction plans and specifications.
In addition, Corus attempts to limit Construction Risk through underwriting practices. Corus’ underwriting process focuses on (1) the borrower’s and general contractor’s experience at building comparable buildings, (2) the adequacy of the project budget, and (3) the adequacy of the plans and specifications. Corus also typically requires a very substantial investment of either equity or subordinate debt, which provides other parties with incentives to make sure all aspects of the project are managed properly, and that additional financial strength is brought to bear if necessary.
Finally, Corus typically requires a guarantee of completion from either individuals or corporate entities. A guarantee of completion generally means that a certain investor or investors in the project, while not necessarily personally liable for repayment of the loan, have agreed to be personally liable for completing construction of the building. While virtually all of the Company’s loans include completion guarantees, the financial strength of completion guarantors ranges greatly. In a problem loan situation, the Company generally has the option of funding cost overruns itself in order to complete a building.
Market Risk -
As mentioned above, Market Risk is the risk that the value of the condominium units will decline such that the proceeds from sales will potentially be inadequate to pay off Corus’ loan. When assessing Market Risk it is important to consider both the estimated aggregate sell-out price of the property assuming it was currently complete and ready for sale, and the pace at which the individual units could be sold (absorption) based on current market conditions, as well as the interplay between the two factors.
Presales are one factor that management looks to in an effort to address market risk. While varying from state to state, projects securing our loans oftentimes involve presales. Presales can provide insight into the extent of consumer interest in a project as well as provide a measure of value at the time of the loan’s origination. This information, however, must be analyzed carefully due to the varying laws and practices in different markets.
Regardless of how confident management is about what a project might be worth today, or how quickly it might sell out, future economic events can render those estimates meaningless. To mitigate the risk of loss, during the origination process Corus limits senior loan exposure on condominium projects to be between approximately 55% and 65% of the estimated aggregate sell-out price of the units. This acknowledges the uncertainty inherent in estimates and provides somewhat of a cushion against market deterioration. Presales, cited above as an indicator of value and absorption, are also relevant as a source of repayment.
Condominium Conversion Loans
Conversion loans typically finance the conversion of existing apartments into condominiums. In some cases, conversion projects include such extensive renovation that management believes the loan is more appropriately categorized as a construction loan. In those cases, management will classify the loan as such.
Conversion loans have characteristics that in some ways make them safer than construction loans, while in other ways they may be more risky (importantly, every project and every loan is different and caution should be used in applying absolutes to the risks associated with any loan). On the one hand, conversion loans can be safer than construction loans since conversion projects can be brought to market much more quickly, making the length of time they are subject to market risk shorter. Of course, this comparison is to construction loans without presales; presales can change the amount of market risk we undertake. On the other hand, conversion loans can be riskier than construction loans since the buildings are often not as well located and, as a result, potentially less attractive assets in the face of a market downturn.
As noted above, the Bank is not currently originating a material amount of new condominium conversion loans. In fact, as of December 31, 2007, conversion loans amounted to only $600 million, or 8%, of total commercial real estate commitments.
Construction Risk -
Construction Risk, as described above, is not present in conversion loans to the same degree as construction loans. Corus focuses on the conversion of relatively new apartment projects into condominiums, so there is relatively little construction involved. As mentioned above, if extensive renovations are planned, management would likely classify a conversion loan as construction to more accurately reflect the relative risk characteristics.
Market Risk -
The Market Risk discussion above is as applicable to conversion loans as it is to construction loans. Corus underwrites conversion loans at loan-to-sellout ratios comparable to construction loans. In addition, management routinely includes terms in loan agreements requiring that certain sale thresholds be met in order to avoid an event of default. This feature helps ensure that in a downturn, Corus can revisit the terms of a loan sooner rather than later, hopefully while the sponsor still feels relatively optimistic about the project.
Importantly, with conversion loans, Corus attempts to avoid situations where a local municipality has discretionary authority to deny the right to convert an apartment project into condominiums. If local municipality approval is required, Corus would require the approval prior to closing. Finally, similar to construction loans, there is a focus during the underwriting process on capital structure. This is an attempt to try to ensure that there is a party with enough money at risk, subordinate to Corus, to continue to support the project in a downturn.
Personnel and Related Matters
Assessing risk is as much an art as it is a science. In that regard, an experienced and highly capable loan officer group is critical to the Company’s success. Corus currently has 19 commercial loan officers, with 7 of those officers each having more than 15 years of experience in commercial real estate lending and another 4 having 10 years or more experience. Moreover, with the exception of one very experienced senior officer (who joined the company over 5 years ago), virtually all of the officers’ commercial real estate experience, and hence training, has been at Corus. Furthermore, Corus has been particularly successful in retaining key talent in the commercial lending group, evidenced by very limited turnover in the last five years.
Robert J. Glickman (Chief Executive Officer), Michael G. Stein (Executive Vice President - Commercial Lending), and Timothy J. Stodder (Senior Vice President - Commercial Lending) are deeply involved in every major aspect of the lending process. This includes structuring and pricing the loans, visiting the sites and inspecting comparable properties, meeting directly with the borrowers, underwriting and approving the loans, consulting on documentation issues, and making various decisions in the course of servicing the loans. Corus is able to maintain this level of executive attention by focusing on larger transactions.
The Company has maintained a long-term commission-based incentive plan for the commercial loan officers for many years. While the plan has worked well, in 2007 the Company modified the plan via revisions to the Bank’s existing Commission Program for Commercial Loan Officers (the “Former CLO Program”) as well as the introduction of a new commission program (the “New CLO Program”) (collectively, the “Programs”). The Programs are designed to compensate officers for successfully originating a loan, earning an acceptable interest spread over the term of the loan, and ultimately collecting all amounts in full. Compensation earned under the Programs is earned as commissions, with the size of the commissions being based on the amount of interest, points and fees earned on those loans. Management believes the Programs motivate officers to make safe loans and align the officers’ goals with the Company’s interests.
A fundamental aspect of the Former CLO Program is that it generally requires that a portion of an officer’s commission be withheld by the Bank, and for a substantial period of time (referred to as either “held back” commissions or “holdbacks”). The holdbacks are then at risk of forfeiture in the event the Company suffers a loss on a loan originated by the officer. While this aspect of the Former CLO Program has not changed, the Former CLO Program was modified such that it now applies only to those loans originated through October 31, 2006. Essentially all other material terms and conditions of the Former CLO Program continue, including the potential for future commissions and holdbacks on applicable loans and the terms under which holdbacks might be released or eliminated.
Loans originated on November 1, 2006 and thereafter will be covered by the New CLO Program. Like the Former CLO Program, the New CLO Program is designed to reward commercial loan officers for originating new loans, with commissions calculated in a similar manner to the Former CLO Program. In contrast though, the New CLO Program does not contain a holdback provision. Amounts earned by the officers in any given year, though, are subject to reduction, in that year, to the extent the Bank experiences losses on the officer’s loans. Finally, the commission structure under the New CLO Program is such, that loans originated under the New CLO Program will generally result in commissions that are somewhat lower than what would have resulted under the Former CLO Program.
Mr. Michael G. Stein, who is an executive officer and head of the Company’s commercial real estate loan department, was previously compensated under the terms of the Former CLO Program. As a reflection of the continued increase in Mr. Stein’s supervisory responsibilities, and corresponding decrease in his front-line loan origination responsibilities, he has been transitioned from being compensated under the Former CLO Program to a discretionary compensation plan along the lines of the Company’s other senior officers. Mr. Stein’s transition was effectuated via two separate agreements between the Company and Mr. Stein, entered into in December 2006 and June 2007 (disclosed via Form 8-Ks filed on December 18, 2006, and June 29, 2007, respectively).
Deposit Gathering
With respect to retail banking, the Bank has 11 branches in the Chicago metropolitan area. Through these branches, Corus offers general banking services such as checking, savings, money market, and time deposit accounts as well as safe deposit boxes and a variety of additional services. Corus markets its deposit products nationwide using competitive rates to attract depositors. These depositors are serviced through a combination of Corus’ call center personnel and an internet-based system. In 2007, the Bank lowered the interest rates it offers on CDs, relative to the market, in an effort to reduce deposits and begin to better match deposits with loans.
As of December 31, 2007, approximately 56% of Corus’ deposits, excluding brokered certificates of deposit, were from customers outside of Illinois. By marketing its deposit products nationally, the Bank is able to attract deposits without being limited to competing solely in the very competitive Chicago market. Total retail deposits consisted of nearly 180,000 accounts.
Servicing the Check Cashing Industry
Finally, Corus provides clearing, depository, and credit services to over 400 check cashing industry locations in the Chicago area and to over 20 locations in Milwaukee, Wisconsin.
Segment Information
Corus is currently managed as one unit and does not have separate operating segments. The Company’s chief operating decision-makers use consolidated results to make operating and strategic decisions.
Competition
All of Corus’ principal business activities are highly competitive. Corus competes actively with other financial services providers offering a wide array of financial products and services. The competitors include other commercial banks, savings banks, credit unions, brokerage firms, finance companies, insurance companies, and mutual funds. Competition is generally in the form of interest rates and points charged on loans, interest rates paid on deposits, service charges, banking hours and locations including ATM access, and other service-related products.
With regard to the Company’s largest business, commercial real estate lending, management believes it maintains a competitive edge in various ways. First, management is willing to hold larger loans than many competitors thereby reducing the borrower’s syndication risk. Second, a flat management structure allows for quicker decision making and execution compared to competitors. Third, management has developed a reputation for reliability that is enhanced by the involvement of senior management in every transaction. Finally, management is able to customize transactions to meet customer needs.
Employees
At December 31, 2007, Corus employed a total of 520 full-time equivalent persons, consisting of 142 executives, management, and supervisory personnel and 378 staff, clerical, and secretarial employees.
Supervision and Regulation
General
Corus and its subsidiary are subject to regulation and supervision by various governmental regulatory authorities, including the Board of Governors of the Federal Reserve System (“Federal Reserve Board”), the Illinois Department of Financial and Professional Regulation (the “IDFPR”), the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance Corporation (the “FDIC”). Corus and its subsidiary are also subject to extensive federal and state statutes, regulations, and policies, the effect of which can be significant and cannot be predicted with a high degree of certainty.
The above referenced statutes, regulations and policies govern many aspects of the Bank, including its scope of business, investments, reserves against deposits, capital levels relative to operations, nature and amount of collateral for loans, and the establishment of branches as well as mergers, consolidations and dividends. Many of these statutes, regulations and policies are intended primarily to protect depositors and the FDIC’s insurance fund.
The following references to material statutes, regulations and policies affecting Corus and its subsidiary are brief summaries thereof and are qualified in their entirety by reference to such statutes, regulations and policies. Any change in applicable law, regulations or policies may have a material effect on the business or operations of Corus and its subsidiary. The operations of Corus and its subsidiary may also be affected by other changes in the policies of various regulatory authorities. Corus cannot accurately predict the nature or the extent of the effects that any such changes would have on its business and earnings.
Bank Holding Company Act of 1956, as amended (the “Act”)
Corus is a bank holding company within the meaning of the Act and is registered as such with the Federal Reserve Board. Under the Act, bank holding companies and their nonbank subsidiaries are subject to the regulation, supervision and examination of the Federal Reserve Board, thus bank holding companies are required to file periodic financial reports with the Federal Reserve Board. The Federal Reserve Board has broad powers to enforce federal banking laws applicable to bank holding companies, including through the imposition of civil money penalties and cease and desist orders for violations of law or practices that are unsafe or unsound. The Act requires every bank holding company to obtain prior approval of the Federal Reserve Board before (1) acquiring, merging with, or consolidating into another bank holding company, (2) acquiring substantially all the assets of any bank, or (3) acquiring direct or indirect ownership or control of 5% or more of the voting shares of any bank or bank holding company.
The Act also prohibits a bank holding company, with certain exceptions, from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company which is not a bank, unless the company engages exclusively in activities that are found by the Federal Reserve Board to be “so closely related to banking . . . as to be a proper incident thereto.” Also, a bank holding company’s nonbank activities must be limited to activities that meet the above-quoted standard.
Source of Strength Doctrine
Under Federal Reserve Board policy, a bank holding company is expected to serve as a source of financial and managerial strength to its subsidiary banks and, under appropriate circumstances, to commit resources to support its subsidiary banks. This support may be required at a time when a bank holding company may not have the resources to provide it or would choose not to provide it.
Illinois Banking Law
The Illinois Bank Holding Company Act of 1957 (the “Illinois Act”), as amended, permits Corus to acquire banks located anywhere in Illinois. Other amendments of the Illinois Act authorize combinations between banks and bank holding companies located in Illinois and banks and bank holding companies located in another state if that other state has passed legislation granting similar privileges to Illinois banks and bank holding companies. Effective December 1, 1990, holding companies from any state were permitted to acquire Illinois banks and bank holding companies if the other state allows Illinois bank holding companies the same privilege. In June 1993, the Illinois Banking Act was amended to eliminate all branch restrictions. Accordingly, banks located in Illinois are permitted to establish branches anywhere in the state.
General Safety and Soundness
The Bank is supervised, examined, and regulated by the OCC under the National Bank Act. National banks are required to report periodically to the OCC regarding their financial condition. The OCC has broad powers to enforce federal banking laws applicable to national banks, including through the imposition of civil money penalties and cease and desist orders for violations of law or practices that are unsafe or unsound.
The OCC administers various laws and regulations designed to ensure the safe and sound operation of national banks. Among these are laws and regulations restricting affiliate transactions. Federal banking laws and regulations impose qualitative standards and quantitative limitations upon certain transactions by a bank with its affiliates. Transactions covered by these provisions, which include bank loans and other extensions of credit to affiliates and bank purchases of assets from affiliates must be on arm’s length terms, cannot exceed certain amounts which are determined with reference to the bank’s regulatory capital, and if a loan or other extension of credit, must be secured by collateral in an amount and quality expressly prescribed by statute. For these purposes, an affiliate includes the bank’s parent bank holding company, the holding company’s nonbank subsidiaries, other companies it is deemed to control and potentially certain other companies. As a result, these provisions materially restrict the ability of the Bank to fund its affiliates, including Corus.
Other safety and soundness laws, regulations and policies address the activities of the Bank, including commercial lending. In 2006, the OCC and other federal bank regulatory agencies issued interagency guidance regarding heightened risk management requirements for depository institutions that have a high concentration of commercial real estate loans on their balance sheets. The guidance requires such institutions to have in place risk management practices and capital levels appropriate to the risk associated with these concentrations. The guidance also indicates that such institutions may be subject to greater supervisory scrutiny. The Company believes it is in compliance with all material aspects of the guidance and does not believe that the guidance adversely affects its commercial real estate lending strategy.
FDIC Deposit Insurance
The deposits of the Bank are insured by the FDIC up to legal limits, and the Bank is subject to FDIC deposit insurance assessments. Under the FDIC’s risk-based assessment system, the assessment rate is based on classification of a depository institution in one of several different risk assessment categories. Such classification is based upon the institution’s capital level and upon certain supervisory evaluations of the institution by its primary federal banking regulator. The FDIC may adjust insurance assessment rates under certain circumstances.
In 2006, the Bank Insurance Fund (“BIF”) and the Savings Association Insurance Fund (“SAIF”) were merged into a single Deposit Insurance Fund (“DIF”). The fixed 1.25% reserve ratios for BIF and SAIF were replaced by a reserve ratio for DIF which will be set annually by the FDIC within a reserve ratio range of between 1.15% and 1.50%. The FDIC set the reserve ratio for 2008 at 1.25%, the same as in 2007. The 2006 legislation also authorized one-time assessment credits for insured depository institutions in existence on December 31, 1996 which paid a deposit insurance assessment prior to that date, and the successors to such institutions. The Bank is an eligible institution and exhausted the one-time assessment credit during the third quarter of 2007.
Bank Secrecy Act & USA PATRIOT Act
The Bank Secrecy Act (the “BSA”) imposes various recordkeeping and reporting obligations on financial institutions that are designed to combat money laundering and certain other illicit activities. In 2001, the President signed into law the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), which was designed to combat money laundering and terrorist financing. The USA PATRIOT Act amended the BSA to require financial institutions to implement new policies and procedures or amend existing policies and procedures with respect to, among other matters, anti-money laundering and expanded due diligence on customers. The Bank is subject to the BSA, as amended, and has adopted a compliance program that includes policies and procedures designed to ensure ongoing compliance with the BSA and the USA PATRIOT Act, training of all appropriate personnel, daily coordination and monitoring by a designated person, and independent testing of compliance.
The USA PATRIOT Act requires the federal bank regulatory agencies to consider the effectiveness of a financial institution’s anti-money laundering activities when reviewing bank mergers and bank holding company acquisitions. In 2005, the OCC and the other federal bank regulatory agencies issued interagency guidance under the BSA requiring heightened due diligence by depository institutions of existing and prospective “money services business” customers, which include check cashers and companies engaged in certain other businesses. The additional due diligence requirements are intended to address the regulators’ view that money services businesses raise particular money laundering and terrorist financing concerns. As indicated above, the Bank provides services to check cashers and as such is subject to the requirements of the guidance. Corus has reviewed its procedures relative to the guidance and does not believe the guidance materially adversely affects the Company’s operations relating to servicing the check cashing industry.
Capital Adequacy
The Federal Reserve Board, the OCC and the other federal bank regulatory agencies have established risk-based capital guidelines to provide a fair and consistent framework for assessing the adequacy of the capital of bank holding companies and depository institutions (collectively, “banking institutions”). These guidelines apply to all banking institutions, regardless of size, and are used in the examination and supervisory process as well as in the analysis of applications to be acted upon by the regulatory authorities. These guidelines require banking institutions to maintain capital based on the credit risk of their operations, both on- and off-balance sheet. Assets are assigned broad risk categories. The aggregate dollar value of each category is multiplied by a risk weight associated with that category. Off-balance sheet items are converted into on-balance sheet assets using credit conversion factors and are risk-weighted using the same system.
Failure to comply with these guidelines can result in severe limits on a banking institution’s activities and can result in other restrictions and adverse consequences. For a national bank, the adverse consequences include limits on the payment of dividends. The minimum capital ratios established by the guidelines are based on both Tier 1 and total capital to total risk-based assets. In addition to the risk-based capital requirements, the Federal Reserve Board, the OCC and other federal bank regulatory agencies require banking institutions to maintain a minimum leveraged-capital ratio to supplement the risk-based capital guidelines.
Moreover, prompt corrective action enforcement authority permits banking regulators to reduce a bank’s capital classification below what the numerical capital ratios would otherwise indicate. Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 84 and 85 of the 2007 Annual Report under the caption “Liquidity and Capital Resources” for a more detailed discussion of prompt corrective action.
In 2006, the OCC and the other federal bank regulatory agencies issued two sets of proposed revisions to the existing risk-based capital guidelines. The first proposed revisions (“Basel II”) would apply only to a limited number of large banking institutions. The second set of proposed revisions (“Basel IA”) would apply to the remainder of banking institutions, including Corus and the Bank. As proposed, compliance with Basel IA would be voluntary. Banking institutions could adopt the revised Basel IA rules in their entirety or, in the alternative, remain subject to existing risk-based capital rules. As proposed, the risk-based capital treatment for commercial real estate exposure would remain unchanged under Basel IA. In December 2007, the OCC and the other federal bank regulatory agencies adopted a final version of Basel II and indicated an intent to replace the current Basel IA proposal with a new proposed rule. Corus cannot yet determine the effect of a change to the current risk-based capital guidelines, should it occur.
Interstate Banking
The Riegle-Neal Interstate Bank and Branching Efficiency Act of 1994 (“Riegle-Neal”) permits bank holding companies that are adequately managed and capitalized to acquire banks located in any state, subject to certain statewide and nationwide deposit concentration limits. States may prohibit acquisition of banks that have not been in existence for at least five years. Interstate branching under Riegle-Neal permits banks to merge across state lines, thereby creating a bank headquartered in one state with branches in other states. Approval of interstate bank mergers is subject to certain conditions and limits.
Gramm-Leach-Bliley Act of 1999
The enactment of the Gramm-Leach-Bliley Act of 1999 (“GLB Act”) swept away large parts of a regulatory framework that had its origins in the Depression Era of the 1930s. Effective with its enactment, new opportunities became available for banks, other depository institutions, insurance companies, and securities firms to enter into combinations that permit a single financial services organization to offer customers a more comprehensive array of financial products and services. To further this goal, the GLB Act amended the Act, providing a new regulatory framework applicable to financial holding companies (“FHCs”), which are bank holding companies that meet certain qualifications and make an election to become FHCs. The Federal Reserve Board regulates, supervises and examines FHCs, as it does all bank holding companies. However, insurance and securities activities conducted by an FHC or its nonbank subsidiaries are regulated primarily by functional regulators. While aware of the flexibility provided to FHCs, Corus has, for the time being, decided not to become an FHC. The activities of bank holding companies that are not FHCs will continue to be regulated by and limited under the Act.
Subject to certain exceptions, the GLB Act also prohibits a financial institution from disclosing non-public personal information about a consumer to unaffiliated third parties, unless the institution satisfies various disclosure requirements and the consumer has not elected to opt out of the disclosure. The Federal Reserve Board, the OCC and the other federal bank regulatory agencies have issued regulations implementing notice requirements and restrictions on a financial institution’s ability to disclose non-public personal information about consumers to unaffiliated third parties. The regulations include an obligation to safeguard such information.
Identity Theft Prevention Program
In November 2007, the federal bank regulatory agencies issued final rules expanding the Bank’s obligation to safeguard consumer information. Under the new rules, any financial institution which holds a “covered account” must develop and implement a written program designed to detect, prevent and mitigate identity theft. A “covered account” is a consumer account designed to permit multiple payments or transactions, or any other type of account (including commercial accounts) for which there is a reasonably foreseeable risk from identity theft. The new rules also include guidelines for use in developing a compliant program. The rules become effective January 1, 2008 and compliance is mandatory by November 1, 2008. Corus is in the process of reviewing the new rules and developing an appropriate identity theft prevention program, and does not believe that the new rules will have any material adverse effect on the Bank’s operations.
Dividend Restrictions
Various statutory and regulatory provisions limit the amount of dividends that may be paid by the Bank without regulatory approval. A national bank may not declare and pay dividends in any year in excess of an amount equal to the sum of the total of the net income of the bank for that year and the retained net income of the bank for the preceding two years, minus the sum of any transfers required by the OCC and any transfers required to be made to a fund for the retirement of any preferred stock, unless the OCC approves the declaration and payment of dividends in excess of such amount. Currently, the Bank does not have any preferred stock. Accordingly, that element of the calculation is not relevant. In addition, a national bank can pay dividends only to the extent of its undivided profits.
If, in the opinion of a federal bank regulatory agency, a depository institution under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending on the financial condition of the institution, could include the payment of dividends), the agency may require that such institution cease and desist from such practice. The OCC and the FDIC have indicated that paying dividends that would deplete a depository institution’s capital base to an inadequate level would be an unsafe and unsound practice. Moreover, under the Federal Deposit Insurance Act, an insured depository institution may not pay any dividend if payment would cause it to become less than “adequately capitalized,” or if it is in default in the payment of an assessment due to the FDIC. Also, the federal bank regulatory agencies have issued policy statements that provide that FDIC-insured depository institutions and their holding companies should generally pay dividends only out of their current operating earnings.
Access to Reports
The Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are made available free of charge through the “SEC Filings” link within the Investor Relations section of the Company’s Web site at www.corusbank.com as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission.
Executive Officers
The information regarding the Company’s executive officers in Item 10 of this report is incorporated herein by reference.
ITEM 1A.
ITEM 1A. RISK FACTORS
The Company’s operations involve various risks that could adversely affect its financial condition, results of operations, liquidity, ability to pay dividends on its common stock, and the market price of its common stock. These risks, among others, include:
The Company’s focus on condominium lending and geographic concentration has adversely affected and could continue to adversely affect the Company’s operations.
Corus has a lending concentration in multi-family properties involving the construction of new condominiums and the conversion of existing apartments into condominium buildings. At December 31, 2007, approximately 95% of the total commercial real estate loan commitments were collateralized by condominium buildings. Additionally, while Corus’ loans are collateralized by properties across the United States, the geographic concentration of commercial real estate loans remains in various metropolitan areas, including Miami, Los Angeles, San Diego, San Francisco, Atlanta, Las Vegas, New York City, the District of Columbia, Chicago, and Phoenix. While the Company believes that its underwriting guidelines are conservative, the occurrence of adverse events or economic deterioration impacting markets or property type categories in which the Company has concentrations has had, and may continue to have, a more significant adverse effect upon its financial condition than if the loan portfolio were more diverse. Moreover, because the Company is focused nearly exclusively on loans involving the condominium market, a decline in residential buyers’ preferences for condominiums will adversely affect the Company and its results of operations.
The Company’s loan portfolio is subject to construction risk and market risk.
Problems which can arise in the financing of for-sale condominium housing can be broken down into three broad categories: (1) projects where construction is at risk of coming to a halt; (2) projects where there are material cost overruns that are not being covered by borrowers, completion guarantors or sponsors; and (3) projects where construction is complete, but either (a) sales are weak, and/or (b) presale buyers walk away from their contracts. Although the Company takes steps to limit these risks, weakening economic conditions in the residential real estate sector, which may be caused by, among other things, supply/demand imbalances and higher interest rates, could increase these risks, causing an increase in nonaccrual and otherwise nonperforming loans. An increase in nonaccrual and otherwise nonperforming loans could result in a net loss of earnings from these loans, an increase in the provision for credit losses and an increase in loan charge-offs, all of which adversely affect the Company’s financial condition or results of operations. Other market risks include the occurrence of one or more catastrophic events, such as an earthquake, hurricane or act of terrorism, any of which could affect properties securing the loans.
Weakening economic conditions in the residential real estate sector have negatively impacted, and may continue to negatively impact, the Company’s financial condition and results of operations.
Weakening economic conditions in the residential real estate sector have adversely affected, and may continue to adversely affect, the Company’s loan originations, including the likelihood that pending loans which reach the “Applications Received” stage will ultimately close. While the Company ended the year with a reasonable level of condominium construction loans pending, there can be no assurances that the Company will be able convert these into originations. If the Company is not able to do so, the Company’s financial condition and results of operations will be negatively impacted.
If economic conditions in the residential real estate sector deteriorate to the point where a material number of large condominium projects are complete and there are no buyers willing to close on the units at the borrowers’ asking prices, the Company will likely see a material increase in problem loans. This risk includes both a shortage of buyers and an increase in cancelled contracts. The risk of cancelled contracts is particularly important in the Florida market, which is known as a “pre-sale” market. One of the main factors in our underwriting in this market was the existence and the strength of pre-sale contracts. Generally, the sales contracts in Florida required a non-refundable earnest money deposit of 20% of the purchase price. If a condominium buyer does not close on a unit, the buyer must generally forfeit the deposit. Nevertheless, if these “pre-sale” buyers were to cancel contracts at a material rate, the risk related to our construction loan will increase significantly.
Tightening lending standards to home purchasers may indirectly adversely affect the Company’s results of operations.
Corus has a lending concentration in for-sale housing properties involving the construction of new condominiums and the conversion of existing apartments into condominium buildings. Since the Company’s customers are condominium developers who sell units to individuals, the tightening of lending standards to individual home purchasers may result in fewer sales by developers which, in turn, would adversely affect the Company’s results of operations.
The slowdown in the residential real estate sector could lead to foreclosures, which could adversely affect the Company’s results of operations.
The slowdown in the residential real estate sector has resulted in the Company reporting higher levels of problem loans. There can be no assurances that borrowers or subordinated lenders will agree to support problem loans. If they do not do so, the Company will be required to foreclose. Although we believe that a foreclosure will generally preserve a significant amount of the value of a problem loan, this process could be expensive and could have an adverse affect on the Company’s results of operations.
Declining loan balances could adversely affect the Company’s results of operations.
Loan balances result from the complex interplay of originations, funding of construction loans and the paydown of loans from the sales of condominium units. While the Company ended the year with a reasonable level of loans pending, it is difficult to predict the rate at which pending loans will be converted into loan originations. Moreover, it is also difficult to predict both the timing of construction loan funding, the pace of individual condominium sales and the resulting paydowns. As a result, regardless of the Company’s performance in the near term, it is possible that loan balances will decline, which could negatively impact the Company’s results of operations.
The Company’s Allowance for Credit Losses may prove to be insufficient to absorb potential losses in the loan portfolio.
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make significant estimates that affect the financial statements. A critical estimate relates to the level of the Allowance for Credit Losses. Due to the uncertainties inherent in the estimation of the appropriate level of the Allowance for Credit Losses, Corus may sustain credit losses that are greater, perhaps significantly, than the provided allowance. This will in turn most likely require that Corus make significant provision for loan loss charges that will, all else being equal, reduce earnings.
The financial services industry is highly competitive.
All of the Company’s business activities, including principally commercial real estate lending and deposit gathering, face significant competition. Competitors include other commercial banks, savings banks, credit unions, brokerage firms, finance companies, insurance companies and mutual funds. Some of these competitors may have substantially greater resources than the Company and may benefit from greater name recognition. If the Company is unable to compete effectively, the Company could lose income from loans, deposits and other products and services. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Competition depends on a number of factors, including:
Although the Company believes it maintains a number of competitive advantages in its largest business, commercial real estate lending, failure to compete successfully could adversely affect the Company’s growth and profitability which, in turn, could have a material adverse effect on the Company’s financial condition and results of operations.
The Company’s business is subject to interest rate risk and variations in market interest rates may negatively affect its financial performance.
The Company’s income and cash flows depend to a great extent on the difference between the interest rates earned on interest-earning assets such as loans and investment securities and the interest rates paid on interest-bearing liabilities such as deposits and borrowing. These rates are highly sensitive to many factors that are beyond the Company’s control, including general economic conditions and the policies of various governmental and regulatory agencies. Fluctuations in interest rates may also affect the demand by customers for the Company’s products and services. Significant fluctuations in interest rates could have a material adverse effect on the Company’s business, financial condition, results of operations, or liquidity.
The Company is subject to price risk related to its portfolio of equity investments.
Corus is exposed to price risk with its common stock portfolio in financial industry companies. This price risk would impact the net income of Corus, in the form of securities losses, should unrealized losses on individual securities be determined to be “other than temporary.” This price risk would also affect any future gains or losses that may be realized upon the sale of certain equity securities or resulting from mergers/acquisitions of any companies held in the portfolio.
The Company may be unable to attract and retain sufficient cost-effective funding.
Virtually all of the Company’s funding comes from traditional deposit products. The Bank promotes selected deposit accounts to both individuals and businesses at competitive rates. By marketing its deposit products nationally, the Bank is able to attract deposits without being limited to competing solely in the very competitive Chicago market. The retention of existing deposits continues to be a focus of the Company. While the results to date have been strong, there are no guarantees that the Bank will be able to continue to attract deposits nor that account retention will remain high over the long term.
The Company’s future success depends, in part, on its ability to attract and retain experienced and qualified personnel.
The Company believes that its future success depends, in part, on its ability to attract and retain experienced personnel, including Robert J. Glickman, the Company’s Chief Executive Officer, and other senior loan officers. If one or more of the Company’s key employees leaves the Company’s employment, the Company will have to find a replacement with the combination of skills and attributes necessary to execute the Company’s strategy. Because competition for skilled employees is intense, and the process of finding qualified individuals can be lengthy and expensive, the Company believes that the loss of the services of key personnel could adversely affect the Company’s financial condition and results of operations.
The Company is a bank holding company, and its sources of funds are limited.
The Company is a bank holding company and its operations are primarily conducted by the Bank, which is subject to significant federal and state laws, regulations, and policies. Generally, cash available to cover holding company payments, including dividends to stockholders of the Company, has been largely derived from dividends paid by the Bank to the holding company. From 2003 to 2005, the Company’s primary funding source was the issuance of a form of long-term debt commonly referred to as “Trust Preferred” securities.
The Trust Preferred securities were issued by Corus’ unconsolidated subsidiary trusts, the proceeds of which were used to purchase Debentures from Corus with terms comparable to the Trust Preferred securities. The debt appears on Corus’ financial statements as “Long-Term Debt - Subordinated Debentures.” While the issuance of Trust Preferred securities has been a reliable source of capital in the recent past, there is no assurance that it will be available in the future. (Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 82 and 84 of the 2007 Annual Report under the captions “Long-Term Debt - Subordinated Debentures” and “Liquidity and Capital Resources”, respectively, for a more detailed discussion of the these securities.)
Importantly, dividends by the Bank to the holding company are subject to various regulatory limitations. Banking regulations require the maintenance of certain capital and net income levels that may limit the amount of dividends that may be paid by the Bank to the parent company. As of December 31, 2007, the aggregate amount legally available to be distributed to the parent company was approximately $175.0 million, assuming that the Bank continues to be classified as ‘‘well capitalized’’ under the regulations of Prompt Corrective Action. In addition though, bank regulatory agencies have the authority to prohibit a bank subsidiary from paying dividends or otherwise supplying funds to a bank holding company if the supervising agency determines that such payment would constitute an unsafe or unsound banking practice. Since the Bank was last notified of its well-capitalized classification, management is not aware of any conditions or events that would have changed such classification. Please refer to Note 15 of the Notes to Consolidated Financial Statements and the “Liquidity and Capital Resources” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations on page 36 and 84, respectively, of the 2007 Annual Report for a more detailed discussion.
As a function of the foregoing, the Company’s ability to pay dividends to shareholders may be restricted.
The Company operates in a heavily regulated environment.
The banking industry is heavily regulated under federal and state banking laws and regulations that are intended primarily for the protection of depositors, the FDIC’s insurance fund and the banking system as a whole. The Company and the Bank are subject to regulation by the Federal Reserve Board, the FDIC, the OCC, and the Securities and Exchange Commission (the “SEC”). The Company’s business may be impacted not only by competitive factors but also by federal and state laws, regulations, and policies affecting banks and bank holding companies. These statutes, regulations and policies, or the interpretation or implementation of them, may change, and such changes may materially and adversely affect the Company’s business. In addition, federal banking regulators have broad authority to supervise the banking business of the Company and its subsidiary, including the authority to prohibit activities that represent unsafe or unsound banking practices or constitute violations of law, rule, regulation, or administrative order. The exercise of such powers by federal banking regulators could have a material adverse effect on the Company’s business.
The USA Patriot and Bank Secrecy Acts could create liabilities for the Company.
The USA Patriot and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury Department’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions. In recent years, several banking institutions have received large fines for non-compliance with these laws and regulations. Although the Company has developed policies and procedures intended to result in compliance, any noncompliance could negatively impact the Company’s results of operations.
Changes in accounting standards could impact reported earnings.
The accounting standard setters, including the Financial Accounting Standards Board, the SEC, and other regulatory bodies periodically change the financial accounting and reporting standards that govern the preparation of Corus’ consolidated financial statements. These changes can be hard to predict and can materially impact how Corus records and reports its financial condition and results of operations. In some cases, Corus could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements.
Income tax regulations are complex and subject to change.
The Company is subject to Federal and state income tax regulations. Income tax regulations are often complex and require interpretation. Changes in income tax laws or regulations could negatively impact the Company’s results of operations.
Ownership of Corus’ outstanding common shares is concentrated in the Glickman Family.
Approximately 50% of the Company’s outstanding common shares are owned by the Chief Executive Officer, Robert J. Glickman, and his immediate and extended family (the “Glickman Family”). The Glickman Family’s interest in retaining their investment in the Company may be highly dependent on Robert J. Glickman’s ability to continue his role as Chief Executive Officer of the Company. As a result, any change in Robert J. Glickman’s role as Chief Executive Officer of the Company could have a material adverse effect on Corus’ business, financial condition, results of operation and ultimately the market price of Corus’ common stock.
In addition, the Glickman Family, acting together, has the ability to significantly influence the election and removal of the Company’s Board of Directors, as well as the outcome of any other matters to be decided by a vote of shareholders. This concentration of ownership could delay, prevent or result in a change in control of the Company, even when a change in control may or may not be perceived by some, as being in the best interests of the Company’s shareholders.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
ITEM 2. PROPERTIES
Corus utilizes the building facilities of its Irving Park branch, which is located at 3959 N. Lincoln Avenue, Chicago, Illinois, for its executive offices. Corus owns the property and buildings where nine of the eleven bank branches are located. The other two branch facilities are leased from unrelated parties. In 2007, the Company entered into a third lease agreement for a building that, beginning in 2008, will house Corus’ operations center.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Corus is involved in various legal and regulatory proceedings involving matters that arose in the ordinary course of business. The consequences of these proceedings are not presently determinable but, in the opinion of management, these proceedings will not have a material effect on the results of operations, financial position, liquidity or capital resources.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5.
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Price Range of Common Stock
Corus’ common stock trades on the NASDAQ Global Select Market tier of The NASDAQ Stock Market under the symbol: CORS. The high and low prices for the common stock for the calendar quarters indicated, as reported by NASDAQ, are listed on page 44 of the 2007 Annual Report, which is incorporated herein by reference.
Approximate Number of Equity Security Holders
The Company had nearly 22,000 shareholders as of February 22, 2008 including approximately 275 shareholders of record and approximately 21,500 shareholder accounts maintained through brokers.
Dividends on Common Stock
Quarterly cash dividends per common share for the last two years are included on page 44 of the 2007 Annual Report, which is incorporated herein by reference. Dividends were declared and paid on a quarterly basis. Additionally, a $1.00 special cash dividend was declared on June 21, 2007 and paid on August 1, 2007. The declaration of dividends is at the discretion of Corus’ Board of Directors and depends upon, among other factors, earnings, capital requirements and the operating and financial condition of Corus. Furthermore, the payment of dividends is subject to statutory restrictions (see Note 15 on page 36 of the Notes to Consolidated Financial Statements of the 2007 Annual Report, which is incorporated herein by reference) and restrictions arising under the terms of the Company’s Trust Preferred securities offerings (see Note 8 on page 26 of the Notes to Consolidated Financial Statements of the 2007 Annual Report, which is incorporated herein by reference).
Issuer Purchases of Equity Securities
During the fourth quarter of 2007, the Company successfully completed the 2 million-share repurchase program authorized by the Board of Directors in April 2004. Additionally, in October 2007, the Company’s Board of Directors authorized a new share repurchase program (the “2007 Authorization”) to acquire up to 5 million of the Company’s common shares. As of December 31, 2007, there were 4,708,100 remaining shares authorized for repurchase under the 2007 Authorization.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Refer to pages 92 and 93 of the 2007 Annual Report, incorporated herein by reference, for selected financial data.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 48 through 87 of the 2007 Annual Report is incorporated herein by reference.
The information contained under the caption “Forward-Looking Statements” on page 91 of the 2007 Annual Report is incorporated herein by reference.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information contained under the caption “Market Risk Management” on pages 88 through 90 of the 2007 Annual Report is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated herein by reference from the Consolidated Financial Statements, Notes to Consolidated Financial Statements, and Report of Independent Registered Public Accounting Firm on pages 10 through 45 of the Company’s 2007 Annual Report.
Supplementary Statistical Data
This section contains supplementary statistical data provided in accordance with the requirements of The Exchange Act Industry Guide 3, Statistical Disclosure by Bank Holding Companies. This data should be read in conjunction with Corus’ Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and notes thereto of the 2007 Annual Report, which is incorporated by reference into Item 7 of this report.
Carrying Value of Securities by Category
The carrying values of securities held by Corus were as follows:
Maturities of Securities
The scheduled maturities by security type as of December 31, 2007 were as follows:
The weighted-average yield for U.S. Government agencies is based on amortized cost. The weighted-average yield for Common Stocks is based on the market value at December 31, 2007.
Actual maturities may differ from those scheduled due to prepayments from issuers. Common stock yields, which reflect a tax equivalent adjustment for the 70% dividend received deduction, include the impact of dividend payments only. Yields on tax-advantaged securities reflect a tax equivalent adjustment based on a marginal corporate tax rate of 35%.
Classification of Loans
Corus’ loans were as follows:
Maturities of Loans and Sensitivity to Changes in Interest Rates
The following table classifies the scheduled maturities for the following loan portfolio categories at December 31, 2007:
Of the loans maturing after one year, $30.5 million have fixed rates and $1.5 billion have floating or adjustable rates.
Risk Elements in the Loan Portfolio
Nonaccrual, Past Due, OREO and Restructured Loans were as follows:
(1) To the extent not included in either nonaccrual or loans 90 days or more past due.
Loan Concentrations
As of December 31, 2007, 95% of Corus’ outstanding commercial real estate loans (94% of total commitments) were collateralized by condominium buildings in major metropolitan areas. Refer to pages 64 through 67 of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2007 Annual Report, which is incorporated herein by reference, for a breakdown of collateral type by size and geographic distribution.
Analysis of the Allowance for Loan Losses
The activity in the allowance for loan losses was as follows:
Allocation of the Allowance for Loan Losses
The allocation of the allowance for loan losses was as follows:
The unallocated balance is supported by management’s view that, in spite of efforts to create a formulaic methodology for determination of the Allowance for Loan Losses, all inherent losses in the portfolio may not be completely captured by this process. This portion of the reserve analysis involves the exercise of judgment and reflects management’s assessment of various economic and industry trends.
Loan Portfolio Composition
The composition of the loan portfolio (based on outstanding balances) was as follows:
Deposits
The following table presents the scheduled maturities of time deposits in denominations of $100,000 or greater at December 31, 2007. The schedule also provides a breakdown between retail certificates of deposit and brokered certificates of deposit.
Return on Equity and Assets
The following table presents certain ratios relating to Corus’ equity and assets:
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The Company’s management has evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, the Company’s disclosure controls and procedures (as such term is defined in Rule 13a - 15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures were effective as of such date. “Disclosure controls and procedures” are controls and other procedures that are designed to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
(b) Management’s Annual Report on Internal Control over Financial Reporting
Management’s Report on Internal Control over Financial Reporting is on page 47 of the 2007 Annual Report and is incorporated herein by reference.
(c) Attestation Report of the Independent Registered Public Accounting Firm
The effectiveness of Corus’ internal control over financial reporting as of December 31, 2007 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report on page 46 of the 2007 Annual Report and is incorporated herein by reference.
(d) Changes in Internal Control over Financial Reporting
There were no changes in internal control over financial reporting (as such term is defined in Rule 13a - 15(f) under the Securities Exchange Act of 1934) that occurred during the fourth quarter of 2007, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding directors of Corus (including the identification of audit committee membership and the financial expert serving on the Audit Committee) is incorporated herein by reference from the material contained under the captions “Election of Directors” and “Corporate Governance” of the 2008 Proxy Statement. For Executive Officers, the following table provides each individual’s name, number of years with the Company, age, principal occupation over the past five years (Executive Vice President - EVP; Senior Vice President - SVP; First Vice President - FVP), and the years each position was held.
Executive Officers of the Registrant
(a) Robert J. Glickman is the son of Joseph C. Glickman, the Chairman of the Board of Corus.
All positions held on the previous table are as officers of Corus Bank, N.A. except Robert J. Glickman, Michael G. Stein, Tim H. Taylor, Randy P. Curtis, Michael E. Dulberg and Richard J. Koretz who are also officers of the Company.
Information regarding compliance with Section 16(a) of the Exchange Act is incorporated herein by reference from the material contained under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” of the 2008 Proxy Statement.
Code of Ethics for Principal Officers
Corus has adopted a code of business conduct and ethics that applies to all of its directors, officers and employees, including its Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer. The text of the code of business conduct and ethics is available through the Company website at www.corusbank.com. Additional information regarding the Company’s code of business conduct and ethics is incorporated herein by reference from material contained under the caption “Corporate Governance” of the 2008 Proxy Statement. A copy of the Company’s code of business conduct and ethics will be provided without charge upon written request to the Chief Financial Officer of the Company. The Company will post on its website any amendments to, or waivers from, its code of business conduct and ethics as the code applies to its directors or executive officers.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive and director compensation is incorporated herein by reference from the material under the captions “Executive Compensation”, “Compensation Discussion and Analysis” and “Director Compensation” of the 2008 Proxy Statement. Information regarding compensation committee interlocks and insider participation contained under the caption “Corporate Governance” of the 2008 Proxy Statement is incorporated herein by reference. The information in the “Compensation Committee Report” is incorporated herein by reference, however, this information shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.
ITEM 12.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information regarding security ownership of certain beneficial owners, directors and management is incorporated herein by reference from the material under the captions “Principal Shareholders” and “Security Ownership of Directors and Management” of the 2008 Proxy Statement.
Information regarding Corus’ securities authorized for issuance under equity compensation plans is incorporated herein by reference from the material under the caption “Equity Compensation Plan Information” of the 2008 Proxy Statement.
ITEM 13.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information regarding certain relationships and related transactions is incorporated herein by reference from the material under the caption “Certain Relationships and Related Transactions” of the 2008 Proxy Statement. Information regarding director independence is incorporated herein by reference from the material under the caption “Corporate Governance” of the 2008 Proxy Statement.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information regarding Principal Accounting Fees and Services is incorporated herein by reference from the material under the caption “Appointment of Independent Public Accountants” of the 2008 Proxy Statement.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
The following Consolidated Financial Statements, Notes to Consolidated Financial Statements, and the Reports of Independent Registered Public Accounting Firm are incorporated herein by reference from the following pages of the registrant’s 2007 Annual Report:
10.1
Amended and Restated Corus Bank N.A. Commission Program for Commercial Loan Officers is incorporated herein by reference from Exhibit 10.2 to the Form 8-K filing dated December 7, 2007. (2)
10.2
The 1999 Stock Option Plan is incorporated herein by reference from Exhibit 4.3 to the Form S-8 filing dated April 30, 1999. (2)
10.3
Form of Non-qualified Stock Option Agreement under the 1999 Stock Option Plan (Transferable) is incorporated herein by reference from Exhibit 99.1 to the Form 8-K filing dated February 16, 2005. (2)
10.4
Form of Non-qualified Stock Option Agreement under the 1999 Stock Option Plan (Non-Transferable) is incorporated herein by reference from Exhibit 99.2 to the Form 8-K filing dated February 16, 2005. (2)
10.5
Form of Change of Control Agreement between the Company and certain of its officers from time to time is incorporated herein by reference from Exhibit 10 to the Form 8-K filing dated December 7, 2007. (2)
10.6
Summary Description of Corus Bankshares Compensation for Directors is incorporated herein by reference from Exhibit 10 to the Form 10-Q filing dated November 8, 2007. (2)
10.7
Summary of Executive Compensation issued by the Company is incorporated herein by reference from Exhibit 10.1 to the Form 8-K filing dated December 3, 2007. (2)
10.8
Corus Bankshares, Inc. Equity Award and Incentive Plan (As Amended) is incorporated herein by reference from Exhibit 10 to the Form 8-K filing dated April 26, 2007. (2)
10.9
Form of Non-qualified Stock Option Agreement under the Equity Award and Incentive Plan is incorporated herein by reference from Exhibit 10.3 to the Form 10-Q filing dated May 10, 2007. (2)
10.10
Commission Agreement and Release between the Company and Michael G. Stein is incorporated herein by reference from Exhibit 10.11 to the Form 10-K filing dated February 27, 2007. (2)
10.11
Form of Restricted Stock Agreement is incorporated herein by reference from Exhibit 10.1 to the Form 8-K filing dated March 15, 2007. (2)
10.12
Form of Performance Restricted Stock Agreement is incorporated herein by reference from Exhibit 10.2 to the Form 8-K filing dated March 15, 2007. (2)
10.13
Compensation Agreement entered into June 25, 2007 by and between Corus Bank, N.A. and Michael Stein is incorporated herein by reference from Exhibit 10.2 to the Form 10-Q filing dated August 7, 2007. (2)
10.14
Amendment of Existing Commission Program and Announcement of New Commission Program for Commercial Loan Officers is incorporated herein by reference from Exhibit 10.1 to the Form 8-K filing dated December 7, 2007. (2)
(1)
Filed herewith
(2)
Management or Director contract or compensatory plan or arrangement
(3)
Furnished herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
February 26, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Joseph C. Glickman
Chairman of the Board of Directors
February 26, 2008
Joseph C. Glickman
/s/ Robert J. Glickman
President, Chief Executive Officer,
February 26, 2008
Robert J. Glickman
& Director
/s/ Tim H. Taylor
Executive Vice President & Chief
February 26, 2008
Tim H. Taylor
Financial Officer
/s/ Michael E. Dulberg
Senior Vice President & Chief
February 26, 2008
Michael E. Dulberg
Accounting Officer
/s/ Robert J. Buford
Director
February 26, 2008
Robert J. Buford
/s/ Kevin R. Callahan
Director
February 26, 2008
Kevin R. Callahan
/s/ Rodney D. Lubeznik
Director
February 26, 2008
Rodney D. Lubeznik
/s/ Michael J. McClure
Director
February 26, 2008
Michael J. McClure
/s/ Peter C. Roberts
Director
February 26, 2008
Peter C. Roberts
EXHIBIT INDEX
(1)
Filed herewith
(2)
Management or Director contract or compensatory plan or arrangement
(3)
Furnished herewith