10-Q 1 g71171e10-q.txt RESOURCE BANCSHARE MORTGAGE GROUP 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 June 30, 2001 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ---------------- ---------------- Commission File Number 000-21786 --------- RESOURCE BANCSHARES MORTGAGE GROUP, INC. ------------------------------------------------------------ (Exact name of registrant as specified in its charter) STATE OF DELAWARE 57-0962375 ---------------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 7909 Parklane Road, Columbia, SC 29223 ---------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (803)741-3000 ---------------------------- Indicate by check mark whether the registrant (i) 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 (ii) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] The number of shares of common stock of the registrant outstanding as of July 31, 2001 was 16,583,957. Page 1 Exhibit Index on Pages A to I 2 RESOURCE BANCSHARES MORTGAGE GROUP, INC. Form 10-Q for the three and six months ended June 30, 2001 TABLE OF CONTENTS OF INFORMATION REQUIRED IN REPORT

3 RESOURCE BANCSHARES MORTGAGE GROUP, INC. CONSOLIDATED BALANCE SHEETS ($ IN THOUSANDS)

The accompanying notes are an integral part of these consolidated financial statements. 3 4 RESOURCE BANCSHARES MORTGAGE GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS ($ IN THOUSANDS EXCEPT SHARE AMOUNTS) (UNAUDITED)

The accompanying notes are an integral part of these consolidated financial statements. 4 5 RESOURCE BANCSHARES MORTGAGE GROUP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY ($ in thousands, except share information) (Unaudited)

* Cumulative effect of change in accounting principle on other comprehensive income is net of $1,948 in income tax. ** Net change in other comprehensive income is net of ($717) in income tax benefit. The accompanying notes are an integral part of these consolidated financial statements. 6 7 RESOURCE BANCSHARES MORTGAGE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2001 (unaudited) Note 1 - Basis of Presentation: The financial information included herein should be read in conjunction with the consolidated financial statements and related notes of Resource Bancshares Mortgage Group, Inc. (the Company), included in the Company's December 31, 2000, Annual Report on Form 10-K. Certain financial information, which is normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States, is not required for interim financial statements and has been omitted. The accompanying interim consolidated financial statements are unaudited. However, in the opinion of management of the Company, all adjustments, consisting of normal recurring items, necessary for a fair presentation of operating results for the periods shown have been made. Certain prior period amounts have been reclassified to conform to current period presentation and for comparability purposes. Note 2 - Earnings (Loss) and Dividends Per Share: The following is a reconciliation of basic earnings (loss) per share and diluted earnings (loss) per share for the three and six months ended June 30, 2001 and 2000, respectively:

7 8

* Net of applicable income tax expense (benefit) of $0, $(154), $0, and $311, respectively

The supplemental disclosure above represents the cumulative effect of adopting Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS No. 133) on basic and diluted earnings (loss) per share as of January 1, 2001. See Note 3 below for additional information. The Board of Directors approved a cash dividend of $0.11 per share on May 4, 2001. This dividend was paid on June 13, 2001 to holders of record as of May 16, 2001. Note 3 - Change in Accounting Principle In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No. 133. SFAS No. 133, as amended by SFAS No.s 137 and 138, establishes accounting and reporting standards for derivative instruments and hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as (1) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (2) a hedge of the exposure to variable cash flows of a forecasted transaction or (3) a hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available-for-sale security or a foreign-currency denominated 8 9 forecasted transaction. SFAS No. 133 is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. The Company adopted SFAS No. 133 on January 1, 2001 and recorded certain transition adjustments in the manner prescribed in SFAS No.133. Under SFAS No. 133, rate lock commitments given to borrowers, correspondents or brokers are considered to be derivatives. The Derivative Implementation Group (DIG) of the FASB has not yet made a final determination as to how mortgage companies should value rate locks. Pending ultimate resolution of this issue by the FASB, the Company has tentatively implemented SFAS No.133 assuming that the value of such derivatives is zero at rate lock date. Commencing January 1, 2001, the Company records on its balance sheet any changes in value from the date of rate lock to the balance sheet date. The Company hedges the interest rate risk inherent in rate lock commitments with mandatory delivery commitments to sell loans and, to a lesser extent, with options and futures transactions. Mandatory delivery commitments, options and futures are considered to be derivatives under SFAS No. 133. Accordingly, commencing January 1, 2001, these instruments are marked-to-market at the balance sheet date, with the result being reported as an asset or liability in the balance sheet. Certain of the Company's derivatives no longer needed for hedging rate locks are "paired-off" with an opposite position in the same derivative security. Under SFAS No. 133, both positions are derivatives that are marked-to-market and the result carried as assets or liabilities in the balance sheet until settlement date of the respective trades. The Company hedges the future cash flows from sale of its inventory of closed loans held-for-sale with mandatory delivery commitments to sell loans. Mandatory delivery commitments are considered to be derivatives under SFAS No. 133 and are to be carried as an asset or liability on the balance sheet. Closed loans are not derivatives and are carried at the lower of cost or market ("LOCOM") on the Company's balance sheet. Under SFAS No. 133, to the extent that the Company establishes statistical correlation between changes in the value of the hedge with changes in the value of the closed loans held-for-sale, it can mark those derivatives to market and record the after-tax impact of that in the "Other Comprehensive Income" (OCI) caption in the equity section of the balance sheet. If the LOCOM valuation of closed loans is a net loss, the Company records a charge to earnings. Simultaneously, the Company takes out of OCI a like amount and records it in the income statement as an offset to the LOCOM adjustment. The Company hedges the interest rate risk (prepayment risk) inherent in its servicing rights assets with various instruments including interest rate floors, interest rate corridors, interest rate swaps, interest rate swaptions, CPC call options, PO swaps, treasury futures and agency futures contracts. Each of these instruments is considered to be a derivative under SFAS No. 133 and must be marked-to-market, with the value being reported as an asset or a liability in the balance sheet. Under SFAS No.133 and the guidance provided by the DIG, the Company may elect, at its option, hedge accounting treatment for its servicing rights. If changes in the value of the servicing rights and the hedges meet certain correlation criteria, changes in the fair value of the servicing rights may be offset 9 10 in the income statement by changes in the fair value of the hedging instrument. The Company may elect not to qualify for hedge accounting treatment. Under SFAS No. 133, the hedges must be marked-to-market through the income statement. In contrast, servicing rights are LOCOM assets under GAAP. When values go down, the impact is recorded through the income statement. When values go up, the increase may be recorded in earnings only to the extent of impairment reserves established by previous writedowns of servicing under SFAS No. 125. The election for hedge treatment must be made at the beginning of the accounting period. During May 2001, the Company chose to elect hedge accounting treatment for its servicing hedges. At the time of election, the Company marked-to-market its hedge instruments resulting in a pre-tax charge of $2.2 million. Prior to the election of hedge accounting, the offsetting increase in value of the underlying servicing portfolio could not be recognized, so the $2.2 million charge is included in the Company's second quarter operating results. The Company enters into interest rate swaps to pay fixed rate and receive floating rate as a cash flow hedge of its variable rate debt used to finance its fixed rate lease receivables. Interest rate swaps are considered to be derivatives under SFAS No. 133 and are to be carried at market value as assets or liabilities in the balance sheet. Since this is a cash flow hedge under SFAS No. 133, the after tax impact is charged to or credited to OCI. Under the transition rules of SFAS No. 133, as of January 1, 2001, the Company recognized the value of derivatives on its balance sheet. It recognized in a separate line in its income statement the cumulative effect of changing to SFAS No. 133. That cumulative effect is the difference between retained earnings at December 31, 2000 and the amount of retained earnings that would have been reported at that date if SFAS No. 133 had been retroactively applied to all prior periods. The table below highlights the impact of this transition adjustment.

In addition to the cumulative effect adjustment above, SFAS No. 133 resulted in an increase in net income net of tax of $84 thousand for the six months ($0.01 per share), and a decrease of $517 thousand for the second quarter ($0.03 per share). 10 11 Note 4 - Disposal of Commercial Mortgage Segment: On September 29, 2000, the Company closed on an agreement to sell substantially all of the assets of Laureate to BB&T Corporation of Winston-Salem, N.C. Note 5 - Employee Benefit and Incentive Programs The Company performs an annual review of the costs and merits of each of its benefit programs. During 2001, the Company completed its review of the Employee Stock Ownership Plan ("ESOP") and determined that there are alternative programs that are more easily understood by and more beneficial to the participants than a leveraged employee stock ownership plan. Pursuant to this, the Board of Directors has instructed management to suspend further contributions to the ESOP pending an anticipated termination of the plan. Upon suspension of contributions, participants will vest 100% in their respective account balances. The Company's expense under the plan will be substantially reduced for 2001. Expenses were $1,083, $1,244 and $1,623 for the years ended December 31, 2000, 1999 and 1998, respectively. During 2001, the Company implemented incentive compensation programs to more effectively encourage employees to "run it like they own it". These programs include cash incentives based upon achievement of 1) corporate level goals (EPS and efficiency ratio goals) and 2) individual goals related to cost control and other strategic objectives for the respective operating divisions and departments. The costs accrued under these programs for the six months ended June 30, 2001 were $3,400, primarily resulting from strength of the Company's year-to-date performance. Likewise, in 2001 each of the Company's full-time employees were granted incentive stock options to provide further incentive to employees to "run it like they own it". Note 6 - Dividend Restrictions: The covenant of the Company's syndicated warehouse credit facility, renewed July 25, 2001, contains a limit on cash dividends to 35% of reported earnings for the prior quarter and prohibits repurchases of common stock. Note 7 - Allocated Revenues and Expenses: Through 2000, the Company reported segment data using agency-eligible production, servicing, reinsurance, subprime production and leasing as its segments. During the second half of 2000, the Company completed a company-wide reorganization designed around business processes rather than traditional product groupings to help the Company to become more customer-centric. The new segments are sales, customer fulfillment, servicing, portfolio, leasing and administration. The sales segment includes the sales forces of the agency-eligible and subprime units. The customer fulfillment segment includes all the personnel responsible for underwriting, processing and closing or purchasing loans. The portfolio segment is assumed to own the Company's balance sheet 11 12 and is responsible for managing the pipeline and inventory of loans, the liquidity of the Company, and the servicing portfolio as well as performance of secondary marketing activities. Servicing subservices the loans on behalf of the portfolio segment and external subservicing customers, assists the portfolio segment in transferring loans and servicing to end investors and obtains trailing documentation necessary for final pool certification. Leasing includes all of the sales and operating functions of the Company's leasing operation. Administration includes corporate administration, information systems, finance, administrative services, legal, human resources and internal audit. Each item of revenue and expense is initially charged or credited to the segment that has the most control over the respective revenues and expenses. The new segment reporting recognizes the existence of internal customer relationships, and the resulting accounting includes transfer pricing based on net value added for billings between segments. Overhead from administration is allocated to the other segments based on headcount and budgeted overhead expenses. During 2001, the Company will present both the old and the new segments to facilitate investor transition to the new view of the Company. Prior period comparative information for the new segments is not available. Following is a summary of the allocated revenues and expenses for each of the Company's operating divisions for the three and six months ended June 30, 2001 and 2000, respectively, based upon traditional product groupings: 12 13

(a) Revenues and expenses have been allocated on a direct basis to the extent possible. Management believes that these and all other revenues and expenses have been allocated to the respective divisions on a reasonable basis. 14 15 Following is a summary of the allocated revenues and expenses for each of the Company's operating divisions for the three and six months ended June 30, 2001, based upon business processes: 15 16

(a) Revenues and expenses have been allocated on a direct basis to the extent possible. Management believes that these and all other revenues and expenses have been allocated to the respective divisions on a reasonable basis. (b) Includes consolidation eliminations, SFAS No. 91 and No. 133 17 18 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements of Resource Bancshares Mortgage Group, Inc. (the Company) (and the notes thereto) and the other information included in or incorporated by reference into the Company's 2000 Annual Report on Form 10-K. Statements included in this discussion and analysis (or elsewhere in this quarterly report) which are not statements of historical fact are intended to be, and are hereby identified as, "forward looking statements" for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties, and that actual results could differ materially from those indicated by such forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, but are not limited to, the following which are described herein or in the Company's Annual Report on Form 10-K for the year ended December 31, 2000: (i) changes in economic conditions, (ii) competition, (iii) concentration, (iv) interest rate risks, (v) possible changes in regulations and related matters, (vi) litigation affecting the mortgage banking business, (vii) delinquency and default risks, (viii) financing of operations, (ix) changes in the market for servicing rights, mortgage loans and lease receivables, (x) environmental matters, (xi) changes in the demand for mortgage loans and leases, (xii) prepayment risks, (xiii) dependence upon independent mortgage brokers and mortgage bankers, (xiv) possible changes in accounting estimates (xv) federal programs; availability of active secondary market, (xvi) effect of certain charter and bylaw provisions; possible issuance of preferred stock, (xvii) employees. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. THE COMPANY The Company is a financial services company engaged, through wholly-owned subsidiaries, primarily in the business of mortgage banking, through the purchase (via a nationwide network of correspondents and brokers), sale and servicing of agency-eligible and subprime residential, single-family (i.e. one-four family), first-mortgage loans and the purchase and sale of servicing rights associated with agency-eligible loans. In addition, one of the Company's wholly-owned subsidiaries originates, sells and services small-ticket commercial equipment leases. 18 19 LOAN AND LEASE PRODUCTION A summary of production by source for the periods indicated is set forth below:

The Company purchases agency-eligible mortgage loans through its correspondents and originates loans through its wholesale and subprime divisions. The Company also has a small-ticket commercial equipment lease operation. Correspondent operations accounted for 71% and 69% of the Company's total production for the six months ended June 30, 2001 and 2000, respectively. Wholesale and subprime production accounted for 21% and 7%, respectively, of the Company's production for the six months ended June 30, 2001 and 18% and 11%, respectively, of the Company's production for the six months ended June 30, 2000. Lease production accounted for 1% and 2% of the Company's total production for the six months ended June 30, 2001 and 2000, respectively. A summary of key information relevant to industry loan production activity is set forth below:

(1) Source: Mortgage Bankers Association of America, Economics Department, (as of June 12, 2001). The Company's total residential mortgage production increased by 110% to $6.1 billion for the first six months of 2001 from $2.9 billion for the first six months of 2000. Interest rates began falling in December of 2000 and remained low during the first six months of 2001 as compared to the first six months of 2000, resulting in an increase in overall production levels industry-wide. Due to expanded sales efforts and success in the secondary markets, the Company's 19 20 estimated market share for the first six months of 2001 increased by 0.12% from the first six months of 2000.

(1) Source: Mortgage Bankers Association of America, Economics Department, (as of June 12, 2001). The Company's total residential mortgage production increased by 113% to $3.4 billion for the second quarter of 2001 from $1.6 billion for the second quarter of 2000. Interest rates began falling in December of 2000 and remained low during the first six months of 2001 as compared to the first six months of 2000, resulting in an increase in overall production levels industry-wide. Due to expanded sales efforts and success in the secondary markets, the Company's estimated market share for second quarter 2001 increased by 0.13% from second quarter 2000. Correspondent Loan Production The Company purchases closed mortgage loans through its network of approved correspondent lenders. Correspondents are primarily mortgage lenders, larger mortgage brokers and smaller savings and loan associations and commercial banks that have met the Company's approval requirements. The Company continues to emphasize correspondent loan production as its basic business focus because of the lower fixed expenses and capital investment required of the Company. A summary of key information relevant to the Company's correspondent loan production activities is set forth below:

(1) Source: Mortgage Bankers Association of America, Economics Department, (as of June 12, 2001). The Company's correspondent loan production increased by 114% to $4.3 billion for the first six months of 2001 from $2.0 billion for the first six months of 2000. Correspondent division 20 21 expenses decreased to $19.7 million for the first six months of 2001 from $20.1 million for the first six months of 2000. Additionally, these expenses decreased by 54 bps to 45 bps for the six months ended June 30, 2001 from 99 bps for the six months ended June 30, 2000. This gained efficiency is a result of the Company's continued efforts to reduce operating expenses through automation and re-engineering of work processes. The Company's correspondent loan production increased by 113% to $2.4 billion for the second quarter of 2001 from $1.1 billion for the second quarter of 2000. Mortgage interest rates were low during the second quarter of 2001 when compared to the second quarter of 2000, resulting in an increase in overall production levels industry-wide. Correspondent division expenses increased to $11.2 million for the second quarter of 2001 from $9.5 million for the second quarter of 2000, primarily due to $3.4 million of accrued costs related to the Company's incentive compensation program, which was implemented in the second quarter of 2001. In bps these expenses decreased by 38 bps to 47 bps in the second quarter of 2001 from 85 bps in the second quarter of 2000, primarily due to gained efficiency as noted above in the six months results analysis. Wholesale Loan Production The wholesale division receives loan applications through brokers, underwrites the loans, funds the loans at closing and prepares all closing documentation. The Company's operating centers handle all shipping and follow-up procedures on loans. Typically, a mortgage broker is responsible for taking applications and accumulating the information precedent to the Company's processing and underwriting of the loans. Although the establishment of regional operating centers involves the incurrence of fixed expenses associated with maintaining those offices, wholesale operations also generally provide for higher profit margins than correspondent loan production. Additionally, each regional operating center can serve a relatively sizeable geographic area by establishing relationships with large numbers of independent mortgage loan brokers who bear much of the cost of identifying and interacting directly with loan applicants. During 2000, the Company completed the process started in 1999 of consolidating from 18 branches into 4 regional operating centers to improve operating cost efficiency levels. A summary of key information relevant to the Company's wholesale production activities is set forth below:

(1) Source: Mortgage Bankers Association of America, Economics Department, (as of June 12, 2001). (2) Regional operating centers were formerly known as branches Wholesale loan production increased 133% ($0.7 billion) to $1.3 billion for the first six months of 2001 from $0.5 billion for the first six months of 2000. This resulted in an increase in market share of 0.04%, to 0.15% for the first six months of 2001 from 0.11% for the first six 21 22 months of 2000. Wholesale loan production increased 143% ($0.4 billion) to $0.7 billion for the second quarter of 2001 from $0.3 billion for the second quarter of 2000. Commencing in December 2000, interest rates began to fall and remained low during the first six months of 2001 when compared to those during 2000, resulting in an increase in overall production levels industry-wide. Subprime Loan Production The Company conducts subprime business through its wholly-owned subsidiary, Meritage Mortgage Corporation (Meritage). A summary of key information relevant to the Company's subprime production activities is set forth below:

(1) Source: Mortgage Bankers Association of America, Economics Department, (as of June 12, 2001). Subprime loan production increased by 42% to $457.1 million for the six months ended June 30, 2001, compared to the six months ended June 30, 2000. Despite the 42% increase in production, subprime costs fell by $2.5 million (exclusive of a one-time charge of $1.3 in 2000). These cost savings were largely the result of gained efficiencies through the Company's efforts to centralize subprime processing, underwriting and closing functions into three regional operating centers where a critical mass of volume has been achieved for better operating efficiency. Subprime loan production increased by 59% to $268.1 million for the three months ended June 30, 2001, as compared to $168.8 million during the three months ended June 30, 2000. Due to this increase in production along with the Company's expansion on the East Coast, subprime direct operating expenses increased to $5.9 million for the second quarter of 2001 as compared to $4.1 million during the second quarter of 2000. These expenses, however, decreased by 25 bps to 219 bps in the second quarter of 2001 from 244 bps in the second quarter of 2000. This drop in unit cost is largely the result of gained efficiencies through the Company's efforts to centralize subprime processing, underwriting and closing functions into three regional operating centers where a critical mass of volume has been achieved for better operating efficiency. Commercial Mortgage Production On September 29, 2000, the Company closed on an agreement to sell substantially all of the assets of its commercial mortgage division, Laureate Capital Corp., to BB&T Corporation of Winston-Salem, N.C. 22 23 Lease Production The Company's wholly-owned subsidiary, Republic Leasing Company, Inc. (Republic Leasing), originates and services small-ticket commercial equipment leases. Substantially all of Republic Leasing's lease receivables are acquired from independent brokers who operate throughout the continental United States. A summary of key information relevant to the Company's lease production activities is set forth below:

SERVICING Residential Mortgage Servicing Residential mortgage servicing includes collecting and remitting mortgage loan payments, accounting for principal and interest, holding escrow funds for payment of mortgage-related expenses such as taxes and insurance, making advances to cover delinquent payments, making inspections as required of the mortgaged premises, contacting delinquent mortgagors, supervising foreclosures and property dispositions in the event of unremedied defaults and generally administering mortgage loans. The Company is somewhat unique in that its strategy is to sell substantially all of its produced agency-eligible mortgage servicing rights to other approved servicers. Typically, the Company sells its agency-eligible mortgage servicing rights within 90 to 180 days of purchase or origination. However, for strategic reasons, the Company also strives to maintain a servicing portfolio whose size is determined by reference to the Company's cash operating costs which, in turn, are largely determined by the size of its loan production platform. 23 24 A summary of key information relevant to the Company's agency-eligible loan servicing activities is set forth below:

* These numbers and statistics apply to the Company's owned agency-eligible servicing portfolio and, therefore, exclude the subservicing portfolio. The ending balance for the second quarter of 2001 and 2000, respectively, includes $202,241 and $194,553, respectively, of subprime loans being temporarily serviced until these loans are sold. Of the $8.2 billion and $7.4 billion unpaid principal balance at June 30, 2001 and 2000, $5.0 billion and $5.7 billion, respectively, of the related mortgage servicing right asset is classified as available-for-sale, while $3.0 billion and $1.7 billion, respectively, of the related mortgage servicing right asset is classified as held-for-sale. A summary of agency-eligible servicing statistics follows:

* These numbers and statistics apply to the Company's owned agency-eligible servicing portfolio and, therefore, exclude the subservicing portfolio. The average underlying unpaid principal balance of agency-eligible mortgage loans being serviced and subserviced for the first six months of 2001 as compared to the first six months of 2000 increased $544 million, or 5.9%, generally due to the 110% overall increase in production. 24 25 The average underlying unpaid principal balance of agency-eligible mortgage loans being serviced and subserviced for the second quarter of 2001 as compared to the second quarter of 2000 increased $1.2 billion, or 13%, generally due to the 113% overall increase in production. The weighted average note rate decreased by 28 bps, to 7.36% in the second quarter of 2001 from 7.64% in the second quarter of 2000. Lease Servicing Republic Leasing services leases that are owned by it and also services leases for investors. A summary of key information relevant to the Company's lease servicing activity is set forth below:

Consolidated Coverage Ratios A summary of the Company's consolidated ratios of servicing fees and net interest income from owned leases to cash operating expenses net of amortization and depreciation follows:

The Company's coverage ratios for the first six months of 2001 and 2000 were 47% and 52%, respectively. The Company has a target level of between 50% and 80%. In the opinion of the Company's management, market prices for servicing rights were attractive throughout that period. Opportunistically and as market conditions permit, management would expect to remain in line with the stated objective of maintaining a coverage ratio of between 50% and 80%. 25 26 RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2001, COMPARED TO SIX MONTHS ENDED JUNE 30, 2000 SUMMARY BY OPERATING DIVISION (USING TRADITIONAL PRODUCT GROUPINGS) Net income (loss) from continuing operations per common share on a diluted basis for the first six months of 2001 was $0.53 as compared to ($0.63) for the first six months of 2000. Following is a summary of the revenues and expenses for each of the Company's operating divisions for the six months ended June 30, 2001 and 2000, respectively: 26 27

(a) Revenues and expenses have been allocated on a direct basis to the extent possible. Management believes that these and all other revenues and expenses have been allocated to the respective divisions on a reasonable basis. 27 28 AGENCY-ELIGIBLE MORTGAGE OPERATIONS Following is a comparison of the revenues and expenses of the Company's agency-eligible mortgage production operations.

Summary The production revenue to pool delivery ratio increased 27 bps for the first six months of 2001 as compared to the first six months of 2000. Net gain on sale of mortgage loans (71 bps for the first six months of 2001 versus 47 bps for the first six months of 2000) increased primarily due to an improvement in the competitive environment as a result of reduced mortgage interest rates and the resulting increase in industry-wide loan production volumes. Net interest income increased to 7 bps in the first six months of 2001 from 4 bps in the first six months of 2000 primarily as a result of a steepening of the yield curve. The Company earns long-term interest rates on loans held-for-sale and borrows funds based on short-term interest indices. The production expenses to production ratio decreased 49 bps from the first six months of 2000 to the first six months of 2001. This was primarily due to the further consolidation of regional loan processing centers during the second half of 2000 and the re-engineering of workflows within those processing centers. Likewise, the Company has been able to leverage its fixed expenses better as a result of increased production. As a consequence of the foregoing, the Company's net agency-eligible pre-tax production margin increased 76 bps from the first six months of 2000 to the first six months of 2001. Net Interest Income The following table analyzes net interest income allocated to the Company's agency-eligible mortgage production activities in terms of rate and volume variances of the interest spread (the 28 29 difference between interest rates earned on loans and mortgage-backed securities and interest rates paid on interest-bearing sources of funds) for the six months ended June 30, 2001 and 2000, respectively:

* The interest-rate yield on the warehouse line is net of the benefit of escrow deposits. The 57 bps increase in the interest-rate spread for the agency-eligible segment was primarily a result of a steepening of the yield curve following the short-term rate cuts made by the Federal Reserve at the end of 2000 and during the first six months of 2001. The Company's mortgages held-for-sale and mortgage-backed securities are generally sold and replaced within 30 to 35 days. Accordingly, the Company generally borrows at rates based upon short-term indices, while its asset yields are primarily based upon long-term mortgage rates. 29 30 Net Gain on Sale of Agency-Eligible Mortgage Loans A reconciliation of gain on sale of agency-eligible mortgage loans for the periods indicated follows:

Net gain on sale of agency-eligible mortgage loans increased $27.4 million to $39.3 million for the first six months of 2001 from $11.8 million for the first six months of 2000. The increase is primarily due to a 118% and 120% increase in production and sales volumes, respectively and an improvement in margin on sale. Production and sales volumes improved as a result of lower interest rates during the first six months of 2001 compared with the first six months of 2000. The margin increased as a result of an improvement in the competitive environment due to the increase of overall industry production. AGENCY-ELIGIBLE REINSURANCE OPERATIONS The Company has a captive insurance company, MG Reinsurance Company (MG Reinsurance). MG Reinsurance is licensed as a property and casualty insurer and operates as a monoline captive insurance company assuming reinsurance for PMI policies on agency-eligible mortgage loans initially purchased or produced by the Company. During the first six months of 2001 and 2000, the Company recognized premium and investment income of approximately $1.7 million and $1.6 million, respectively, that has been included as other income in the agency-eligible reinsurance segment. 30 31 SUBPRIME MORTGAGE OPERATIONS Following is a comparison of the revenues and expenses of the Company's subprime mortgage production operations for the periods indicated:

Summary During the first six months of 2001 the subprime unit generated a 108 bps net pre-tax production margin, a 343 bps improvement over the same period of 2000 (277 bps net of a one-time $2.1 million charge related to the Company's reorganization and reengineering in 2000). The $11.5 million increase in production revenues is partially attributable to the $5.1 million increase in gain on sale of mortgage loans due to the 49% increase in whole loan sales. It is also attributable to the absence of the $9.4 million mark-to-market of the residual interest in subprime securitizations. Net of this amount, the total production revenue to whole loan sales decreased 108 bps, to 354 bps for the first six months ended 2001 from 462 bps for the first six months of 2000. This is due to a $1.3 million decrease in other income for the first six months of 2001 compared to 2000, primarily consisting of prepayment fees on securitized loans. Also, net interest income is $1.8 million lower for the six months ended June 30, 2001. This is because during the first six months of 2000, interest of $3.9 million was earned on residuals, which were sold at the end of 2000. Net of this amount, net interest income increased by $2.1 million dollars. Due to the reorganization and reengineering efforts completed in 2000, total production expenses to production improved by 143 bps (77 bps or $0.9 million increase net of the $2.1 million reorganization charge in 2000). Despite the 42% increase in production, salary and employee benefits, net of the reorganization charge, remained constant while general and 31 32 administrative expenses decreased $1.1 million. These savings were partially offset by the $0.2 million increase in occupancy expense and the $1.7 million increase in provision expense. Net Interest Income The following table analyzes net interest income allocated to the Company's subprime mortgage production activities in terms of rate and volume variances of the interest spread (the difference between interest rates earned on loans and residual certificates and interest rates paid on interest-bearing sources of funds) for the six months ended June 30, 2001 and 2000, respectively.

Net interest income from subprime products decreased $1.8 million for the six months ended June 30, 2001 compared to the six months ended June 30, 2000. This is primarily because the Company sold its residual certificates during the fourth quarter of 2000 resulting in a reduction in interest income of $3.9 million. Net of this amount, net interest income increased by $2.1 million. Interest on mortgages held-for-sale realized a $0.4 million unfavorable variance, due to lower average volumes, which was offset by a $0.5 million favorable variance, attributable to a 65 bps increase in average interest rates. Interest expense decreased by $0.3 million from the first six months of 2000 to the first six months of 2001, primarily due to a 52 bps decrease in average rates. Net Gain on Sale of Subprime Mortgage Loans The Company sold subprime mortgage loans for cash on a whole loan basis during the first six months of 2001 and 2000. Whole loans are generally sold without recourse to third parties with the gain or loss being calculated based on the difference between the carrying value of the loans sold and the gross proceeds received from the purchaser less expenses. Generally, no interest in these loans is retained by the Company. 32 33 A reconciliation of the gain on subprime mortgage whole loan sales for the periods indicated follows:

The net gain on whole loan sales of subprime mortgage loans increased $5.1 million to $11.3 million for the first six months of 2001 from $6.2 million for the first six months of 2000. $3.0 million of this increase is due to the increase in volume, $1.4 million is due to the increased margin and $0.7 million is due to the mix of increased volume and increased margin. Also, in accordance with Statement of Financial Accounting Standard No. 91, "Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases" (SFAS No. 91), the Company reduced its net gain on whole loan sales of subprime mortgage loans by $7.4 million in the first six months of 2001 as compared to $4.2 million in the first six months of 2000. Mark-to-Market on Residual Interests in Subprime Securitizations The Company historically has retained residual certificates in connection with the securitization of subprime loans. For both fiscal year 2000 and the first six months of 2001, the Company executed no securitization transactions of subprime loans. For the six months ended June 30, 2000, the mark-to-market loss on residuals was approximately $9.4 million. Over the remaining quarters of 2000, the Company further marked down its residual interests in prior subprime securitizations as a result of signing a definitive agreement to sell all of the residual interests remaining on its balance sheet at September 30, 2000. The Company closed on that sale during the fourth quarter of 2000 and currently has no residuals on the balance sheet. 33 34 AGENCY-ELIGIBLE MORTGAGE SERVICING Following is a comparison of the revenues and expenses of the Company's agency-eligible mortgage servicing operations:

Summary The $4.3 million decline in gain on sale of mortgage servicing rights as compared to the first six months of 2000 is due to the rapid decline in interest rates during the first six months of 2001, which triggered the Company's fourth quarter servicing production to prepay at an unprecedented speed even before it could be transferred to the takeout buyers. Net pre-tax servicing margin decreased $4.0 million for the first six months of 2001, compared to the same period of 2000. The $1.8 million increase in general and administrative expenses results from lost interest from curtailments on prepaid loans. Amortization and provision for impairment of mortgage servicing rights decreased $1.7 million, which is attributable to the generally smaller size of the available-for-sale pool. The $2.2 million decrease in other income is due to the election of hedge accounting treatment for its servicing hedges, whereby the Company marked-to-market its hedge instruments on the date of election. Management regularly assesses market prepay trends and adjusts amortization accordingly. Management believes that the value of the Company's mortgage servicing rights are reasonable in light of current market conditions. However, there can be no guarantee that market conditions will not change such that mortgage servicing rights valuations will require additional amortization or impairment charges. 34 35 Net Interest Expense The net interest expense for the six months of 2001 and the six months of 2000 is composed of benefits from escrow accounts of $3.8 million and $4.1 million, respectively, that are offset by $6.1 million and $6.4 million, respectively, in interest expense. Gain on Sale of Mortgage Servicing Rights A reconciliation of the components of gain on sale of mortgage servicing rights for the periods indicated follows:

(Loss) Gain on sale of mortgage servicing rights decreased $4.3 million to $(2.7) million for the first six months of 2001 from $1.5 million for the first six months of 2000. The decrease in the gain on sale of mortgage servicing rights is primarily attributable to the rapid decline in interest rates as described previously in the agency-eligible mortgage servicing operations summary. COMMERCIAL MORTGAGE OPERATIONS On September 29, 2000, the Company closed on an agreement to sell substantially all of the assets of its commercial mortgage division, Laureate Capital Corp., to BB&T Corporation of Winston-Salem, N.C. 35 36 LEASING OPERATIONS Following is a summary of the revenues and expenses of the Company's small-ticket equipment leasing operations for the periods indicated:

The 25% increase in leasing production revenue for the first six months of 2001 as compared to the first six months of 2000 is primarily due to the 19% increase in the average owned leasing portfolio which is due to the policy of retaining originated leases on the balance sheet. The net pre-tax leasing production margin increased 31 bps in the first six months of 2001 as compared to the first six months of 2000 primarily as a result of the increase in the average owned leasing portfolio. Substantially all of the Company's lease receivables are acquired from independent brokers who operate throughout the continental United States and referrals from independent banks. As previously announced, the Company is currently evaluating strategic alternatives for its leasing subsidiary, Republic Leasing Company, Inc. ("Republic"). Alternatives being considered include the possible sale of Republic. Net Interest Income Net interest income for the first six months of 2001 was $5.6 million as compared to $4.4 million for the first six months of 2000. This is equivalent to an annualized net interest margin of 4.06% and 3.92% for the first six months of 2001 and 2000, respectively, based upon average lease receivables owned of $193.0 million and $162.0 million, respectively, and average debt outstanding of $165.0 and $137.4 million, respectively. 36 37 UNUSUAL ITEMS During the first six months of 2001, the agency-eligible production segment benefited from the reversal of $700 thousand of accrued employee benefit expense. This one-time benefit was due to the Company's self-insured health plan experiencing lower than expected claims following the reduction in workforce completed in 2000. During the fourth quarter of 1999, the Company initiated a workforce reduction. The workforce reduction became necessary as the Company continued to adapt to a smaller overall residential mortgage market and intensely competitive pricing conditions. During the six month period ended June 30, 2000, the Company reconsidered its positioning in the market and its corporate, management and leadership structures. As a result, the Company reorganized around primary business processes, production/sales, customer fulfillment, servicing and portfolio management and made certain changes in organization at its agency-eligible and subprime units. These changes resulted in a net increase in the previously established reorganization reserves of $0.7 million during the period. During the first six months of 2000, the Company decided to dispose of its commercial mortgage operation, Laureate Capital Corp. (Laureate). Based on market indications at that time, the Company expected to realize net proceeds equal to the tangible book value of Laureate. The Company amended its defined benefit pension plan to freeze benefits under the plan, changed the benefits available to employees under its 401(k) plan and realized a gain on sale of a branch facility. The Company contributed to a fund that benefited qualified charitable organizations. The Company incurred expenses for consultants who were assisting management in re-engineering work processes. The net impact of these unusual items in the first six months of 2000 is summarized below by financial statement component and operating division:

37 38 RESULTS OF OPERATIONS - QUARTER ENDED JUNE 30, 2001, COMPARED TO QUARTER ENDED JUNE 30, 2000 SUMMARY BY OPERATING DIVISION (USING TRADITIONAL PRODUCT GROUPINGS) Net income (loss) from continuing operations per common share on a diluted basis for the second quarter of 2001 was $0.47 per share as compared to ($0.13 per share) for the second quarter of 2000. Following is a summary of the revenues and expenses for each of the Company's operating divisions for the quarters ended June 30, 2001 and 2000, respectively: 38 39

(a) Revenues and expenses have been allocated on a direct basis to the extent possible. Management believes that these and all other revenues and expenses have been allocated to the respective divisions on a reasonable basis. 39 40 AGENCY-ELIGIBLE MORTGAGE OPERATIONS Following is a comparison of the revenues and expenses of the Company's agency-eligible mortgage production operations.

Summary The production revenue to pool delivery ratio increased 44 bps for the second quarter of 2001 as compared to the second quarter of 2000. Net gain on sale of mortgage loans (85 bps for the second quarter of 2001 versus 42 bps for the second quarter of 2000) increased primarily due to an improvement in the competitive environment as a result of reduced mortgage interest rates and the resulting increase in industry-wide loan production volumes. Net interest income increased to 9 bps in the second quarter of 2001 from 5 bps in the second quarter of 2000 primarily as a result of a steepening of the yield curve. The Company earns long-term interest rates on loans held-for-sale and borrows funds based on short-term interest indices. The production expenses to production ratio decreased 36 bps from the second quarter of 2000 to the second quarter of 2001. This was primarily due to the further consolidation of regional loan processing centers during the second half of 2000 and the re-engineering of workflows within those processing centers. Likewise, with high production volumes, the Company was able to more effectively leverage its fixed expenses. As a consequence of the foregoing, the Company's net agency-eligible pre-tax production margin increased 80 bps from the second quarter of 2000 to second quarter of 2001. Net Interest Income The following table analyzes net interest income allocated to the Company's agency-eligible mortgage production activities in terms of rate and volume variances of the interest spread (the 40 41 difference between interest rates earned on loans and mortgage-backed securities and interest rates paid on interest-bearing sources of funds) for the quarter ended June 30, 2001 and 2000, respectively:

* The interest-rate yield on the warehouse line is net of the benefit of escrow deposits. The 107 basis point increase in the interest-rate spread for the agency-eligible segment was primarily a result of a steepening of the yield curve following the short-term rate cuts made by the Federal Reserve at the end of 2000 and during the first six months of 2001. The Company's mortgages held-for-sale and mortgage-backed securities are generally sold and replaced within 30 to 35 days. Accordingly, the Company generally borrows at rates based upon short-term indices, while its asset yields are primarily based upon long-term mortgage rates. 41 42 Net Gain on Sale of Agency-Eligible Mortgage Loans A reconciliation of gain on sale of agency-eligible mortgage loans for the periods indicated follows:

Net gain on sale of agency-eligible mortgage loans increased $20.5 million to $26.1 million for the second quarter of 2001 from $5.6 million for the second quarter of 2000. The increase is primarily due to an increase in production and sales volumes and an improvement in margin on sale. Production and sales volumes improved as a result of lower interest rates during the second quarter of 2001 compared with the second quarter of 2000. The margin increased as a result of an improvement in the competitive environment. AGENCY-ELIGIBLE REINSURANCE OPERATIONS The Company has a captive insurance company, MG Reinsurance Company (MG Reinsurance). MG Reinsurance is licensed as a property and casualty insurer and operates as a monoline captive insurance company assuming reinsurance for PMI policies on agency-eligible mortgage loans initially purchased or produced by the Company. During the second quarter of both 2001 and 2000, the Company recognized premium and investment income of approximately $0.8 million, which has been included as other income in the agency-eligible reinsurance segment. 42 43 SUBPRIME MORTGAGE OPERATIONS Following is a comparison of the revenues and expenses of the Company's subprime mortgage production operations for the periods indicated:

Summary During the second quarter of 2001 the subprime unit generated a 151 bps net pre-tax production margin, a 46 bps improvement over the same period of 2000. The $3.1 million increase in production revenues is primarily attributable to the $2.9 million increase in gain on sale of mortgage loans due to the 43% increase in whole loan sales. It is also attributable to the absence of the $1.8 million mark-to-market of the residual interest in subprime securitizations. Net of this amount, the total production revenue to whole loan sales decreased 82 bps, from 452 bps for the second quarter of 2000 to 370 bps for the second quarter ended 2001. This is due to a $0.4 million decrease in other income, primarily consisting of prepayment fees on securitized loans. Also, net interest income is $1.1 million higher for the quarter ended June 30, 2000. This is because during the second quarter of 2000 interest of $1.9 million was earned on residuals, which were sold at the end of 2000. Net of this amount, net interest income increased by $0.9 million dollars. Due to the reorganization and reengineering efforts completed in 2000, total production expenses to production improved by 25 bps, from 244 bps at the second quarter of 2000 to 219 bps at the second quarter of 2001. Due to the 59% increase in production and the East Coast expansion, salary and employee benefits increased by $0.9 million while general and administrative expenses decreased $0.6 million. Provision expense increased by $1.4 million, which is also attributable to the increase in production and whole loan sales. 43 44 Net Interest Income The following table analyzes net interest income allocated to the Company's subprime mortgage production activities in terms of rate and volume variances of the interest spread (the difference between interest rates earned on loans and residual certificates and interest rates paid on interest-bearing sources of funds) for the three months ended June 30, 2001 and 2000, respectively.

Net interest income from subprime products decreased $1.1 million for the quarter ended June 30, 2001 compared to the quarter ended June 30, 2000. This is primarily because the Company sold its residual certificates during the fourth quarter of 2000 resulting in a reduction in interest income of $1.9 million. Net of this amount, net interest income increased by $0.9 million. Interest income on mortgage loans held-for-sale decreased by $0.4 million during the second quarter of 2001 from the second quarter of 2000, primarily due to a $21.9 million decrease in the average volume of mortgages held-for-sale. During 2001, the Company was turning over its inventory of mortgages held-for-sale faster than in 2000. Offsetting this decrease in interest income, interest expense decreased by $0.5 million. This is attributable to a reduction in the average volume of debt, resulting in a $0.2 million decrease, and a 90 bps decrease in average rates, resulting in a $0.3 million decrease. Net Gain on Sale of Subprime Mortgage Loans The Company sold subprime mortgage loans for cash on a whole loan basis during the second quarters of 2001 and 2000. Whole loans are generally sold without recourse to third parties with the gain or loss being calculated based on the difference between the carrying value of the loans sold and the gross proceeds received from the purchaser less expenses. Generally, no interest in these loans is retained by the Company. 44 45 A reconciliation of the gain on subprime mortgage whole loan sales for the periods indicated follows:

The net gain on whole loan sales of subprime mortgage loans increased $2.9 million to $6.6 million for the second quarter of 2001 from $3.7 million for the second quarter of 2000. Also, in accordance with Statement of Financial Accounting Standard No. 91, "Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases" (SFAS No. 91), the Company reduced its net gain on whole loan sales of subprime mortgage loans by $3.6 million in the second quarter of 2001 as compared to $2.6 million in the second quarter of 2000. Mark-to-Market on Residual Interests in Subprime Securitizations The Company historically has retained residual certificates in connection with the securitization of subprime loans. For both fiscal 2000 and the second quarter of 2001, the Company executed no securitization transactions of subprime loans. For the quarter ended June 30, 2000, the mark-to-market loss on residuals was approximately $1.8 million. Over the remaining quarters of 2000, the Company further marked down its residual interests in prior subprime securitizations as a result of signing a definitive agreement to sell all of the residual interests remaining on its balance sheet at September 30, 2000. The Company closed on that sale during the fourth quarter of 2000 and currently has no residuals on the balance sheet. 45 46 AGENCY-ELIGIBLE MORTGAGE SERVICING Following is a comparison of the revenues and expenses of the Company's agency-eligible mortgage servicing operations:

Summary The $1.1 million decline in gain on sale of mortgage servicing rights as compared to the second quarter of 2000 is due to loans prepaying as a result of interest rates remaining low during the second quarter 2001 after their rapid decline in the first quarter of 2001. Net pre-tax servicing margin decreased $2.8 million from the second quarter of 2000 to the same period of 2001. The $0.9 million increase in general and administrative expenses results from lost interest from curtailments on prepaid loans. Amortization and provision for impairment of mortgage servicing rights decreased $0.6 million, which is attributable to the generally smaller size of the available-for-sale pool. In the second quarter of 2001, the Company elected hedge accounting treatment and marked-to-market the hedge instruments resulting in a pre-tax charge of $2.2 million. Net of this amount, the net pre-tax servicing margin decreased $0.6 million dollars from the second quarter of 2000 to the same period of 2001. Management regularly assesses market prepay trends and adjusts amortization accordingly. Management believes that the value of the Company's mortgage servicing rights are reasonable in light of current market conditions. However, there can be no guarantee that market conditions will not change such that mortgage servicing rights valuations will require additional amortization or impairment charges. 46 47 Net Interest Expense The net interest expense for the second quarter of 2001 and the second quarter of 2000 is composed of benefits from escrow accounts of $1.9 million and $2.3 million, respectively, that are offset by $2.9 million and $3.3 million, respectively, in interest expense. Gain on Sale of Mortgage Servicing Rights A reconciliation of the components of gain on sale of mortgage servicing rights for the periods indicated follows:

(Loss) Gain on sale of mortgage servicing rights decreased $1.1 million to $(0.4) million for the second quarter of 2001 from $0.7 million for the second quarter of 2000. The decrease in the gain on sale of mortgage servicing rights is primarily attributable to the prepayment of loans as a result of lower interest rates in 2001 compared to 2000. COMMERCIAL MORTGAGE OPERATIONS On September 29, 2000, the Company closed on an agreement to sell substantially all of the assets of its commercial mortgage division, Laureate Capital Corp., to BB&T Corporation of Winston-Salem, N.C. 47 48 LEASING OPERATIONS Following is a summary of the revenues and expenses of the Company's small-ticket equipment leasing operations for the periods indicated:

The 25% increase in leasing production revenue for the second quarter of 2001 as compared to the second quarter of 2000 is primarily due to the 16% increase in the average owned leasing portfolio which is due to the policy of retaining originated leases on the balance sheet. The net pre-tax leasing production margin increased 156 bps in the second quarter of 2001 as compared to the second quarter of 2000 primarily as a result of the increase in the average owned leasing portfolio. Substantially all of the Company's lease receivables are acquired from independent brokers who operate throughout the continental United States and referrals from independent banks. As previously announced, the Company is currently evaluating strategic alternatives for its leasing subsidiary, Republic Leasing Company, Inc. ("Republic"). Alternatives being considered include the possible sale of Republic Net Interest Income Net interest income for the second quarter of 2001 was $2.9 million as compared to $2.3 million for the second quarter of 2000. This is equivalent to an annualized net interest margin of 4.31% and 3.93% for the second quarters of 2001 and 2000, respectively, based upon average lease receivables owned of $194.6 million and $167.8 million, respectively, and average debt outstanding of $165.9 and $142.3 million, respectively. 48 49 UNUSUAL ITEMS There were no unusual items for the quarter ended June 30, 2001. During the fourth quarter of 1999, the Company initiated a workforce reduction. The workforce reduction became necessary as the Company continued to adapt to a smaller overall residential mortgage market and intensely competitive pricing conditions. During the first quarter of 2000, the Company reconsidered its positioning in the market and its corporate, management and leadership structures. As a result, the Company reorganized around primary business processes, production/sales, customer fulfillment, servicing and portfolio management and has thus made certain changes in organization at its agency-eligible and subprime units. These changes resulted in a net reduction in the previously established reorganization reserves of $1.1 million for the period. During the second quarter of 2000, the Company decided to dispose of its commercial mortgage operation, Laureate Capital Corp. (Laureate). Based on market indications to date, the Company expected to realize net proceeds equal to the tangible book value of Laureate. The Company amended its defined benefit pension plan to freeze benefits under the plan. Simultaneously, the Company changed the benefits available to employees under its 401(k) plan. The Company realized a gain on sale of a branch facility. The Company contributed to a fund that will benefit qualified charitable organizations. The Company incurred expenses for consultants who were assisting management in re-engineering work processes. The net impact of these unusual items in the second quarter of 2000 is summarized below by financial statement component and operating division:

49 50 SUPPLEMENTAL RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2001, COMPARED TO SIX MONTHS ENDED JUNE 30, 2000 SUMMARY BY BUSINESS PROCESS (USING SEGMENTS DEFINED BY BUSINESS PROCESS) Net income (loss) from continuing operations per common share on a diluted basis for the first six months of 2001 was $0.53 per share as compared to ($0.63) per share the first six months of 2000. Following is a summary of the revenues and expenses for each of the Company's business process divisions for the six months ended June 30, 2001: 50 51

SALES The sales segment includes the sales forces of both the agency-eligible and subprime units. Under the Company's net value added (NVA) accounting, Sales is responsible for establishing and maintaining relationships with correspondents and brokers. The Customer Fulfillment segment processes loans on behalf of Sales, and Portfolio funds the closing or acquisition of the loans. Customer Fulfillment charges Sales fees for specific services based upon loan and channel type. The transfer pricing between Sales and Portfolio is based on Portfolio's budgeted margin on sale of loans and budgeted expenses per loan times the actual number of loans produced. The following is a summary of Sale's revenues and expenses and key operating statistics for the six months ended June 30, 2001: 52 53

Summary As presented previously in the revenue and expense by segment report, the Sales segment contributed 6% of direct revenues and 26% of NVA revenues. Sales contributed 18% and 22% of direct expenses and NVA expenses, respectively. The direct revenue of Sales is comprised of net fees less sales incentives. The Sales segment is responsible for the pricing of fees and sales incentives, which are included in gain on sale of mortgage loans as presented in the Company's consolidated statement of operations. As of June 30, 2001 there were 48 and 105 employees related to agency-eligible and subprime sales, respectively. CUSTOMER FULFILLMENT The Customer Fulfillment segment processes, underwrites, closes and performs certain post-closing functions on behalf of Sales. Customer Fulfillment charges Sales fees for specific services based upon loan and channel type. The following is a summary of Customer Fulfillment's revenues and expenses and key operating statistics for the six months ended June 30, 2001: 53 54

Summary As presented in the revenue and expense by segment table, the Customer Fulfillment segment contributed (1%) of direct revenues and 30% of NVA revenues. Customer Fulfillment contributed 25% and 33% of direct expenses and NVA expenses, respectively. The Customer Fulfillment segment does not have any actual direct revenues. It is debited with certain acquisition expenses, which are included in gain on sale of mortgage loans in the revenue section of the consolidated statement of operations. As of June 30, 2001 there were 302 and 125 Customer Fulfillment employees related to agency-eligible and subprime, respectively. PORTFOLIO Under the Company's NVA accounting, the Portfolio segment is assumed to own the Company's balance sheet and is responsible for managing the pipeline and inventory of loans, the liquidity of the Company, and the servicing portfolio as well as performance of secondary marketing activities. Portfolio funds loans on behalf of Sales and sells or securitizes loans for delivery into the secondary market in the form of whole loans, mortgage-backed securities (MBS) and servicing rights. In addition to owning loans, MBSs and servicing rights held-for-sale, Portfolio owns servicing rights held-for-investment. The Servicing segment subservices on behalf of the Portfolio segment. The following is a summary of Portfolio's revenues and expenses and key operating statistics for the six months ended June 30, 2001: 54 55

Summary As presented in the revenue and expense by segment table, the Portfolio segment contributed 98% of direct revenues and 39% of NVA revenues. The secondary marketing unit contributed 33% of total NVA revenues and 15% of total NVA expenses. The secondary marketing unit is responsible for managing the pipeline and inventory of loans, the liquidity of the Company and selling/securitizing loans for delivery into the secondary markets. Secondary marketing's major direct revenues are net interest income and gain on sale of mortgage loans. Transferred pricing for secondary marketing is calculated using the actual number of loans it "purchases" from Sales times the budgeted margin and budgeted expense per loan. Secondary marketing's direct expenses include the Company's provision expense. The segment's six month pre-tax income of $16.0 million is primarily attributable to the actual margin exceeding the budgeted margin due to an improved competitive environment during the first six months of 2001. As of June 30, 2001 there were 85 Portfolio employees. The servicing assets unit contributed 6% of total NVA revenues and 19% of total NVA expenses. The servicing assets unit is responsible for the management of the Company's owned servicing portfolio. Its direct revenues are from the gain (loss) on sale of mortgage servicing rights and servicing fees collected. Direct expenses of the Servicing assets unit are mainly amortization and impairment expense ($10.5 million of the $11.9 million). The six month loss 55 56 of $7.2 million is mainly attributable to the $2.7 million loss on the sale of mortgage servicing rights relating to high pre-payments on servicing held-for-sale that was sold during the first and second quarter and the $2.2 million dollar charge for the election of hedge accounting under SFAS No. 133 during the second quarter. SERVICING The Servicing segment subservices loans on behalf of the Portfolio segment and external subservicing customers. The Servicing segment also assists the Portfolio segment in transferring loans and servicing to end investors and obtains trailing documentation necessary for final pool certification (these functions are referred to as "Portfolio Support"). Servicing charges Portfolio fees for services rendered based upon the number of loans set-up, serviced and transferred during the period. Fees for trailing documentation follow-up services are charged on a per loan basis and are recognized by Servicing using the "Rule of 78th" method over a 12 month period of time, approximating the timing of the services performed. The following is a summary of Servicing's revenues and expenses and key operating statistics for the six months ended June 30, 2001:

Summary As presented in the revenue and expense by segment table, the Servicing segment contributed 1% of direct revenues and 10% of NVA revenues. Servicing contributed 11% and 14% of direct expenses and NVA expenses, respectively. The Servicing Factory, which is responsible for subservicing loans on behalf of the Portfolio segment, contributed 7.4% of NVA revenues and 9.2% of NVA expenses. The Servicing 56 57 Factory's direct revenues are comprised of miscellaneous servicing fees, third party subservicing fees and other ancillary income related to servicing. Servicing Factory had 94 employees as of June 30, 2001. Portfolio Support, which aids Secondary Marketing with the transfer of loans and servicing to end investors and obtaining trailing documents, contributed 2.6% of NVA revenues and 4.9% of NVA expenses. Portfolio Support had 76 employees as of June 30, 2001. LEASING OPERATIONS See page 36 in the Results of Operations for a discussion of Leasing's operating statistics for the six months ended June 30, 2001. Leasing is not included in the new NVA accounting methodology, and only direct revenue and expenses are presented. ADMINISTRATION Administration includes all corporate functions and support areas including administrative services, information systems, finance, human resources, legal and internal audit services. Administration's expenses are allocated to Sales, Customer Fulfillment, Portfolio and Servicing based upon budgeted administration expenses divided by budgeted headcount times the actual headcount of those four segments. The following is a summary of Administration revenues and expenses and key operating statistics for the six months ended June 30, 2001:

SALES The Sales segment includes the sales forces of both the agency-eligible and subprime units. Under the Company's net value added (NVA) accounting, Sales is responsible for establishing and maintaining relationships with correspondents and brokers. The Customer Fulfillment segment processes loans on behalf of Sales, and Portfolio funds the closing or acquisition of the loans. Customer Fulfillment charges Sales fees for specific services based upon loan and channel type. The transfer pricing between Sales and Portfolio is based on Portfolio's budgeted margin on sale of loans and budgeted expenses per loan times the actual number of loans produced. The following is a summary of Sale's revenues and expenses and key operating statistics for the quarter ended June 30, 2001: 60 61

Summary As presented previously in the revenue and expense by segment report, the Sales segment contributed 6% of direct revenues and 24% of NVA revenues. Sales contributed 18% and 21% of direct expenses and NVA expenses, respectively. The direct revenue of Sales is comprised of net fees less sales incentives. The Sales segment is responsible for the pricing of fees and sales incentives, which are included in gain on sale of mortgage loans as presented in the Company's consolidated statement of income. As of June 30, 2001 there were 48 and 104 employees related to agency-eligible and subprime sales, respectively. CUSTOMER FULFILLMENT The Customer Fulfillment segment processes, underwrites, closes and performs certain post-closing functions on behalf of Sales. Customer Fulfillment charges Sales fees for specific services based upon loan and channel type. The following is a summary of Customer Fulfillment's revenues and expenses and key operating statistics for the quarter ended June 30, 2001: 61 62

Summary As presented in the revenue and expense by segment table, the Customer Fulfillment segment contributed (1%) of direct revenues and 27% of NVA revenues. Customer Fulfillment contributed 24% and 31% of direct expenses and NVA expenses, respectively. The Customer Fulfillment segment does not have any actual direct revenues. It is debited with certain acquisition expenses which are classified in gain on sale of mortgage loans in the revenue section of the consolidated statement of operations. As of June 30, 2001 there were 302 and 125 Customer Fulfillment employees related to agency-eligible and subprime, respectively. PORTFOLIO Under the Company's NVA accounting, the Portfolio segment is assumed to own the Company's balance sheet and is responsible for managing the pipeline and inventory of loans, the liquidity of the Company, and the servicing portfolio as well as performance of secondary marketing activities. Portfolio funds loans on behalf of Sales and sells or securitizes loans for delivery into the secondary market in the form of whole loans, mortgage-backed securities (MBS) and servicing rights. In addition to owning loans, MBSs and servicing rights held-for-sale, Portfolio owns servicing rights held-for-investment. The Servicing segment subservices on behalf of the Portfolio segment. The following is a summary of Portfolio's revenues and expenses and key operating statistics for the quarter ended June 30, 2001: 62 63

Summary As presented in the revenue and expense by segment table, the Portfolio segment contributed 98% of direct revenues and 45% of NVA revenues. The secondary marketing unit contributed 39% of total NVA revenues and 16% of total NVA expenses. The secondary marketing unit is responsible for managing the pipeline and inventory of loans, the liquidity of the Company and selling/securitizing loans for delivery into the secondary markets. Secondary marketing's major direct revenues are net interest income and gain on sale of mortgage loans. Transferred pricing for secondary marketing is calculated using the actual number of loans it "purchases" from Sales times the budgeted margin and budgeted expenses per loan. Secondary marketing's direct expenses include provision expense. The segment's second quarter pre-tax income of $13.0 million is primarily attributable to the actual margin exceeding the budgeted margin due to an improved competitive environment during the second quarter of 2001. As of June 30, 2001 there were 85 Portfolio employees. The servicing assets unit contributed 5% of total NVA revenues and 19% of total NVA expenses. The servicing assets unit is responsible for the management of the Company's owned servicing portfolio. Its direct revenues are from the gain (loss) on sale of mortgage servicing rights and servicing fees collected. The direct expenses of the Servicing assets segment are mainly amortization and impairment expense ($5.3 million of the $6.6 million). The second 63 64 quarter loss of $4.0 million is mainly attributable to the $2.2 million dollar charge for the election of hedge accounting under SFAS No. 133 during the second quarter. SERVICING The Servicing segment subservices loans on behalf of the Portfolio segment and external subservicing customers. The Servicing segment also assists the Portfolio segment in transferring loans and servicing to end investors and obtains trailing documentation necessary for final pool certification (these functions are referred to as "Portfolio Support"). Servicing charges Portfolio fees for services rendered based upon the number of loans set-up, serviced and transferred during the month. Fees for trailing documentation follow-up services are charged on a per loan basis and are recognized by Servicing using the "Rule of 78th" method over a 12 month period of time, approximating the timing of the services performed. The following is a summary of Servicing's revenues and expenses and key operating statistics for the quarter ended June 30, 2001:

Summary As presented in the revenue and expense by segment table, the Servicing segment contributed 1% of direct revenues and 8% of NVA revenues. Servicing contributed 8% and 11% of direct expenses and NVA expenses, respectively. The Servicing Factory, which is responsible for subservicing loans on behalf of the Portfolio silo, contributed 6.2% of NVA revenues and 7.1% of NVA expenses. The Servicing Factory's direct revenues are comprised of miscellaneous servicing fees, third party subservicing fees and 64 65 other ancillary income related to servicing. Servicing Factory had 94 employees as of June 30, 2001. Portfolio Support, which aids Secondary Marketing with the transfer of loans and servicing to end investors and obtaining trailing documents, contributed 2.0% of NVA revenues and 3.9% of NVA expenses. Portfolio Support had 76 employees as of June 30, 2001. LEASING OPERATIONS See page 48 in the Results of Operations for a discussion of Leasing's operating statistics for the three months ended June 30, 2001. Leasing is not included in the new NVA accounting methodology, and only direct revenue and expenses are presented. ADMINISTRATION Administration includes all corporate functions and support areas including administrative services, information systems, finance, human resources, legal and internal audit services. Administration's expenses are allocated to Sales, Customer Fulfillment, Portfolio and Servicing based upon budgeted administration expenses divided by budgeted headcount times the actual headcount of those four segments. The following is a summary of Administration revenues and expenses and key operating statistics for the quarter ended June 30, 2001:

Summary As described above, the Administration segment is credited or debited with revenues and expenses directly related to corporate and support area functions. These costs are then allocated to the business segments based on headcount. The per headcount rates that are charged to the business segments are set each quarter based on forecasted expenses and headcount. The $6.3 million loss is attributable in part to: 1) the Administrative segment being debited with incentive compensation for the entire company tied to the increase in loan volume and 65 66 profitability; and 2) certain units from the production segments were realigned during the quarter to the Administrative segment and the costs associated with the aforementioned units are not reflected in the second quarter transfer pricing, which is set at the beginning of each quarter. To control their own costs, the business segments can attempt to negotiate lower per headcount rates or to control their respective employee headcount, which reduces their respective allocations. Both methods of cost control create pressure upon the administrative segment to further control its costs. Allocation of overhead expenses based on headcount serves to promote the automation of work processes throughout the organization. OTHER / ELIMINATION Other / Elimination includes the impact of SFAS No. 91 and No. 133, intercompany eliminations, amortization of goodwill, taxes and the transition adjustment due to the implementation of SFAS No.133. 66 67 FINANCIAL CONDITION The Company experienced a 94% increase in the volume of production originated and acquired, to $3.4 billion during the second quarter of 2001 from $1.7 billion in the first quarter of 2001. The June 30, 2001, locked residential mortgage application pipeline (mortgage loans not yet closed but for which the interest rate has been locked) was approximately $0.8 billion and the application pipeline (mortgage loans for which the interest rate has not yet been locked) was approximately $0.6 billion. This compares to a locked mortgage application pipeline of $0.6 billion and a $0.4 billion application pipeline at December 31, 2001. Mortgage loans held-for-sale and mortgage-backed securities totaled $0.6 billion at June 30, 2001 and $0.5 billion at December 31, 2000. The Company's servicing portfolio (exclusive of loans serviced under subservicing agreements) increased to $8.2 billion at June 30, 2001 from $8.0 billion at December 31, 2000 an increase of 2% resulting from the 94% increase in production. Short-term borrowings, which are the Company's primary source of funds, totaled $0.9 billion at June 30, 2001 and $0.8 billion at December 31, 2000. At June 30, 2001 and December 31, 2000, there were $6.1 million in long-term borrowings. Other liabilities totaled $114.2 million as of June 30, 2001, compared to the December 31, 2000 balance of $91.0 million, an increase of $23.1 million, or 25%. The Company continues to face the same challenges as other production-oriented companies within the mortgage banking industry and as such is not immune from significant volume declines precipitated by competitive pricing, a rise in interest rates and other factors beyond the Company's control. These and other important factors that could cause actual results to differ materially from those reported are listed under the Risk Factors section in the Company's 2000 Annual Report on Form 10K. LIQUIDITY AND CAPITAL RESOURCES The Company's primary cash-flow requirement involves the funding of loan production, which is met primarily through external borrowings. In July 2001, the Company and its wholly owned subsidiaries RBMG, Inc., Meritage Mortgage Corporation and RBMG Asset Management Company, Inc. (not including the Company, the Restricted Group), entered into a $301.5 million warehouse line of credit provided by a syndicate of unaffiliated banks that expires in July 2002. The credit agreement includes covenants requiring the Restricted Group to maintain (i) a minimum net worth of $150 million, plus 65% of the Restricted Group's positive net income subsequent to July 25, 2001, plus 90% of capital contributions to the Restricted Group minus restricted payments, (ii) a minimum tangible net worth of $140 million, plus 65% of the Restricted Group's positive net income subsequent to July 25, 2001, plus 90% of capital contributions to the Restricted Group minus restricted payments, (iii) a ratio of total Restricted Group liabilities to tangible net worth of not more than 8.0 to 1.0, excluding debt incurred pursuant to gestation and repurchase financing agreements, (iv) RBMG, Inc.'s eligibility as a servicer of Ginnie Mae, FHA, VA, Fannie Mae and Freddie Mac mortgage loans, (v) a mortgage servicing rights 67 68 portfolio with an underlying unpaid principal balance of at least $4 billion and (vi) a ratio of consolidated cash flow to consolidated interest expense (these terms are defined in the loan agreements) of at least 1.25 to 1.00 for any period of two consecutive fiscal quarters (the interest rate coverage ratio). The Company also is required to maintain $10 million of liquidity pursuant to the agreement. The covenants also limit the Company's dividends to 35% of the prior quarter consolidated net income commencing after the quarter ended June 30, 2001. The provisions of the agreement also restrict the Restricted Group's ability to engage significantly in any type of business unrelated to the mortgage banking and lending business and the servicing of mortgage loans. In July 2001, the Company and its wholly owned subsidiaries RBMG, Inc., Meritage Mortgage Corporation and RBMG Asset Management Company, Inc. (not including the Company, the Restricted Group), entered into a $75 million warehouse line of credit that expires in July 2002. The credit agreement includes covenants upon the Restricted Group similar to those described above. Meritage, RBMG and a bank are parties to a master repurchase agreement, pursuant to which Meritage and RBMG are entitled from time to time to deliver eligible subprime mortgage loans in an aggregate principal amount of up to $225 million to the bank. The master repurchase agreement has been extended through July 2002. RBMG, Inc. and Prime Funding Company entered into a $100 million commercial paper conduit facility in July 2001. The facility expires in April 2002. The Company has entered into an uncommitted gestation financing arrangement. The interest rate on funds borrowed pursuant to the gestation line is based on a spread over the Federal Funds rate. The gestation line has a funding limit of $1.2 billion. The Company executed a $6.6 million note in May 1997. This debt is secured by the Company's corporate headquarters. The terms of the related agreement require the Company to make 120 equal monthly principal and interest payments based upon a fixed interest rate of 8.07%. The note contains covenants similar to those previously described. The Restricted Group was in compliance with the debt covenants in place at June 30, 2001. Although management anticipates continued compliance with current debt covenants, there can be no assurance that the Restricted Group will be able to comply with the debt covenants of these financing agreements. Failure to comply could result in the loss of the related financing. The Company has entered into a $10.0 million unsecured line of credit agreement that expires in August 2001. The interest rate on funds borrowed is based upon the prime rate announced by a major money center bank. Republic Leasing Corporation ("Republic Leasing"), a wholly-owned subsidiary of the Company, has a $200 million credit facility to provide financing for its leasing portfolio. The warehouse credit agreement matures in August 2001 and contains various covenants regarding 68 69 characteristics of the collateral and the performance of the leases originated and serviced by Republic Leasing. The warehouse credit agreement also requires the Company to maintain a minimum net worth of $60 million and Republic Leasing to maintain a ratio of total liabilities to net worth of no more than 10.0 to 1.0. The Company is currently evaluating strategic alternatives for its leasing subsidiary. Alternatives being considered include the possible sale of Republic. The Company has been repurchasing its stock pursuant to Board authority since March 1998, and, as of June 30, 2001, the Company had remaining authority to repurchase up to $2.1 million of the Company's common stock in either open market transactions or in private or block trades. Decisions regarding the amount and timing of repurchases will be made by management based upon market conditions and other factors. Shares repurchased are maintained in the Company's treasury account and are not retired. At June 30, 2001, there were 7,301,985 shares held in the Company's treasury account at an average cost of $7.23 per share. NEW ACCOUNTING STANDARDS In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No. 133. SFAS No. 133, as amended by SFAS No.'s 137 and 138, establishes accounting and reporting standards for derivative instruments and hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as (1) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (2) a hedge of the exposure to variable cash flows of a forecasted transaction or (3) a hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available-for-sale security or a foreign-currency denominated forecasted transaction. SFAS No. 133 is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. The Company implemented SFAS No. 133 on January 1, 2001 and recorded certain transition adjustments in the manner prescribed in SFAS No.133. Under SFAS No. 133, rate lock commitments given to borrowers, correspondents or brokers are considered to be derivatives. The Derivative Implementation Group (DIG) of the FASB has not yet made a final determination as to how mortgage companies should value rate locks. Pending ultimate resolution of this issue by the FASB, the Company has tentatively implemented SFAS No.133 assuming that the value of such derivatives is zero at rate lock date. Commencing January 1, 2001, the Company records on its balance sheet any changes in value from the date of rate lock to the balance sheet date. The Company hedges the interest rate risk inherent in rate lock commitments with mandatory delivery commitments to sell loans and, to a lesser extent, with options and futures transactions. Mandatory delivery commitments, options and futures are considered to be derivatives under SFAS No. 133. Accordingly, commencing January 1, 2001, these instruments are marked-to-market at the balance sheet date, with the result being reported as an asset or liability in the balance sheet. 69 70 Certain of the Company's derivatives no longer needed for hedging rate locks are "paired-off" with an opposite position in the same derivative security. Under SFAS No. 133, both positions are derivatives that are marked-to-market and the result carried as assets or liabilities in the balance sheet until settlement date of the respective trades. The Company hedges the future cash flows from sale of its inventory of closed loans held-for-sale with mandatory delivery commitments to sell loans. Mandatory delivery commitments are considered to be derivatives under SFAS No. 133 and are to be carried as an asset or liability on the balance sheet. Closed loans are not derivatives and are carried at the lower of cost or market ("LOCOM") on the Company's balance sheet. Under SFAS No. 133, to the extent that the Company establishes statistical correlation between changes in the value of the hedge with changes in the value of the closed loans held-for-sale, it can mark those derivatives to market and record the after tax impact of that in the "Other Comprehensive Income" (OCI) caption in the equity section of the balance sheet. If the LOCOM valuation of closed loans is a net loss, the Company records a charge to earnings. Simultaneously, the Company takes out of OCI a like amount and records it in the income statement as an offset to the LOCOM adjustment. The Company hedges the interest rate risk (prepayment risk) inherent in its servicing rights assets with various instruments including interest rate floors, interest rate corridors, interest rate swaps, interest rate swaptions, CPC call options, PO swaps, treasury futures and agency futures contracts. Each of these instruments is considered to be a derivative under SFAS No. 133 and must be marked-to-market, with the value being reported as an asset or a liability in the balance sheet. Under SFAS No.133 and the guidance provided by the DIG, the Company may elect, at its option, hedge accounting treatment for its servicing rights. If changes in the value of the servicing rights and the hedges meet certain correlation criteria, changes in the fair value of the servicing rights may be offset in the income statement by changes in the fair value of the hedging instrument. The Company may elect not to qualify for hedge accounting treatment. Under SFAS No. 133, the hedges must be marked-to-market through the income statement. In contrast, servicing rights are LOCOM assets under GAAP. When values go down, the impact is recorded through the income statement. When values go up, the increase may be recorded in earnings only to the extent of impairment reserves established by previous writedowns of servicing under SFAS No. 125. The election for hedge treatment must be made at the beginning of the accounting period. The Company did not elect hedge accounting treatment related to servicing rights as of January 1, 2001. During May 2001, the Company chose to elect hedge accounting treatment for its servicing hedges. At the time of election, the Company marked-to-market the hedge instruments resulting in a pre-tax charge of $2.2 million. Prior to the election of hedge accounting, the offsetting increase in value of the underlying servicing portfolio could not be recognized, so the $2.2 million charge is included in the Company's second quarter operating results. The Company enters into interest rate swaps to pay fixed rate and receive floating rate as a cash flow hedge of its variable rate debt used to finance its fixed rate lease receivables. Interest rate swaps are considered to be derivatives under SFAS No. 133 and are to be carried at market 70 71 value as assets or liabilities in the balance sheet. Since this is a cash flow hedge under SFAS No. 133, the after tax impact is charged to or credited to OCI. Under the transition rules of SFAS No. 133, as of January 1, 2001, the Company recognized the value of derivatives on its balance sheet. It recognized in a separate line in its income statement the cumulative effect of changing to SFAS No. 133. That cumulative effect is the difference between retained earnings at December 31, 2000 and the amount of retained earnings that would have been reported at that date if SFAS No. 133 had been retroactively applied to all prior periods. The table below highlights the impact of this transition adjustment.

In addition to the cumulative effect adjustment above, SFAS No. 133 resulted in an increase in net income of $84 thousand net of tax for the six months ($0.01 per share), and a decrease of $517 thousand net of tax for the quarter ($0.03 per share). DIVISIONAL ANALYSIS OF PRE-TAX FUNDS GENERATED FROM OPERATIONS The analyses that follow are included solely to assist investors in obtaining a better understanding of the material elements of the Company's funds generated by operations at a divisional level. It is intended as a supplement, and not an alternative to, and should be read in conjunction with, the Consolidated Statement of Cash Flows, which provides information concerning elements of the Company's cash flows. SUMMARY On a combined divisional basis, during the six months ended June 30, 2001 and 2000, the Company generated approximately $34.1 million and $13.6 million, respectively, of positive funds from continuing operations. 71 72

Each of the Company's divisions produced positive operating funds during both periods except for agency-eligible production which produced negative operating funds in the first half of 2000. The combined positive operating funds were invested to reduce indebtedness, pay dividends, repurchase stock and purchase fixed assets. AGENCY-ELIGIBLE PRODUCTION Generally, the Company purchases agency-eligible mortgage loans which are resold with the rights to service the loans being retained by the Company. The Company then separately sells a large percentage of the servicing rights so produced. When the loans are sold, current accounting principles require that the Company capitalize the estimated fair value of the retained mortgage servicing rights sold and subsequently amortize the servicing rights retained to expense. Accordingly, amounts reported as gains on sale of agency-eligible mortgage loans may not represent positive funds flow to the extent that the associated servicing rights are not sold for cash but are instead retained and capitalized. In this context, the table below reconciles the major elements of pre-tax operating funds flow of the Company's agency-eligible production activities.

AGENCY-ELIGIBLE SERVICING The Company's current strategy is to position itself as a national supplier of agency-eligible servicing rights to the still consolidating mortgage servicing industry. Accordingly, the Company generally sells a significant percentage of its produced mortgage servicing rights to other approved servicers under forward committed bulk purchase agreements. However, the Company 72 73 maintains a relatively small mortgage servicing portfolio. As discussed above, mortgage servicing rights produced or purchased are initially capitalized and subsequently must be amortized to expense. Much like depreciation, such amortization charges are "non-cash". In this context, the table below reconciles the major elements of pre-tax operating funds flow of the Company's agency-eligible mortgage servicing activities.

SUBPRIME PRODUCTION Generally, the Company purchases subprime loans through a wholesale broker network. The Company then sells or securitizes the loans so produced. Existing accounting principles require that at the time loans are securitized, the Company capitalize the estimated fair value of future cash flows to be received in connection with retention by the Company of a residual interest in the securitized loans. Accordingly, amounts reported as gains on sale of subprime mortgage loans may not represent cash gains to the extent that associated residual interests are retained and capitalized. In the first six months of 2000 and 2001, the Company sold all of its loans to the cash markets. In this context, the table below reconciles the major elements of pre-tax operating funds flow of the Company's subprime mortgage production activities.

73 74 LEASING Generally, the Company originates small-ticket equipment leases for commercial customers that are retained as investments by the Company. Investments in leases originated and retained are financed through a borrowing facility at draw rates that approximate the net cash investment in the related lease. Accordingly, financing activities related to growth in the balance of leases held-for-investment do not significantly impact operating cash flow. In this context, the table below reconciles the major elements of operating funds flow allocable to leasing activities.

74 75 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK A primary market risk facing the Company is interest rate risk. The Company attempts to manage this risk by striving to balance its loan origination and loan servicing business segments, which are countercyclical in nature. In addition, the Company uses various financial instruments, including derivatives contracts, to manage the interest rate risk related specifically to its committed pipeline, mortgage loan inventory, mortgage backed securities held-for-sale, servicing rights and leases. The overall objective of the Company's interest rate risk management policies is to mitigate potentially significant adverse effects that changes in the values of these items, resulting from changes in interest rates, might have on the Company's consolidated balance sheet. The Company does not speculate on the direction of interest rates in its management of interest rate risk. For purposes of disclosure in the 2000 Annual Report on Form 10-K, the Company performed various sensitivity analyses that quantify the net financial impact of hypothetical changes in interest rates on its interest rate-sensitive assets, liabilities and commitments. These analyses presume an instantaneous parallel shift of the yield curve. Various techniques are employed to value the underlying financial instruments which rely upon a number of critical assumptions. Actual experience may differ materially from the estimated. To the extent that yield curve shifts are non-parallel and to the extent that actual variations in significant assumptions differ from those applied for purposes of the valuations, the resultant valuations can also be expected to vary. Such variances may prove material. The Company has procedures in place that monitor whether material changes in market risk are likely to have occurred since December 31, 2000. The Company does not believe that there have been any material changes in market risk from those reported in the 2000 Annual Report on Form 10-K. PART II. OTHER INFORMATION ITEM 4. - MATTERS SUBMITTED TO SHAREHOLDERS FOR VOTE During the period of April 1, 2001, through June 30, 2001, the following matters were submitted to a vote of security holders: At the annual meeting of the shareholders of the Company on May 2, 2001, the shareholders elected Roger O. Goldman, David W. Johnson, Jr., Robin C. Kelton and Joel A. Smith III to serve as directors of the Company. Mr. Smith and Mr. Kelton will serve for three year terms expiring at the 2004 annual meeting of shareholders. Mr. Johnson and Mr. Goldman will serve for two year terms expiring at the 2003 annual meeting. Mr. Smith received 12,339,716 votes, 1,619,708 votes were withheld with no votes against. Mr. Kelton received 10,821,774 votes, 3,137,650 votes were withheld with no votes against. Mr. Johnson received 12,245,734 votes, 1,713,690 votes were withheld with no votes against. Mr. Goldman received 10,669,514 votes, 3,289,910 votes were withheld with no votes against. At the annual meeting of the shareholders of the Company on May 2, 2001, the shareholders voted to approve the Resource Bancshares Mortgage Group, Inc. Outside Directors' Stock Option Plan. The approval received 11,736,144 votes, 39,127 shares abstained and 2,184,153 shares voted against. At the annual meeting of the shareholders of the Company on May 2, 2001, the shareholders voted to approve an amendment to the Amended and Restated Resource Bancshares Mortgage Group, Inc. Omnibus Stock Award Plan to increase by 500,000 the number of shares of common stock of the Company available for issuance thereunder. The approval received 10,950,972 votes, 39,048 shares abstained and 2,969,404 shares voted against. ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K - (a) A list of exhibits filed with this Form 10-Q, along with the exhibit index can be found on pages A to I following the signature page. - (b) No reports on Form 8-K were filed during the first six months of 2001. 75 76 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. RESOURCE BANCSHARES MORTGAGE GROUP, INC. ---------------------------------------- (Registrant) /s/ Steven F. Herbert -------------------------------------------- Steven F. Herbert Corporate Chief Financial Executive (Signing in the capacity of (i) duly authorized officer of the registrant and (ii) principal financial officer of the registrant) 76 77 INDEX TO EXHIBITS

A 78 INDEX TO EXHIBITS

B 79 INDEX TO EXHIBITS

C 80 INDEX TO EXHIBITS

D 81 INDEX TO EXHIBITS

E 82 INDEX TO EXHIBITS

F 83 INDEX TO EXHIBITS

G 84 INDEX TO EXHIBITS

H 85 INDEX TO EXHIBITS

*Incorporated by reference I

RESOURCE BANCSHARES MORTGAGE GROUP INC 10-Q