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Watchlist
Account
Commerce Bancshares
CBSH
#2462
Rank
C$10.37 B
Marketcap
๐บ๐ธ
United States
Country
C$71.19
Share price
-1.47%
Change (1 day)
-16.16%
Change (1 year)
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Annual Reports (10-K)
Commerce Bancshares
Quarterly Reports (10-Q)
Submitted on 2001-11-14
Commerce Bancshares - 10-Q quarterly report FY
Text size:
Small
Medium
Large
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 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 No. 0-2989
Commerce Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Missouri
43-0889454
(State of Incorporation)
(IRS Employer Identification No.)
1000 Walnut, Kansas City, MO 64106
(Address of principal executive offices and Zip Code)
(816) 234-2000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
X
No
As of November 5, 2001, the registrant had outstanding 62,448,135 shares of its $5 par value common stock, registrants only class of common stock.
PART I: FINANCIAL INFORMATION
In the opinion of management, the consolidated financial statements of Commerce Bancshares, Inc. and Subsidiaries as of September 30, 2001 and December 31, 2000 and the related notes include all material adjustments which were regularly recurring in nature and necessary for fair presentation of the financial condition and the results of operations for the periods shown.
The consolidated financial statements of Commerce Bancshares, Inc. and Subsidiaries and managements discussion and analysis of financial condition and results of operations are presented in the schedules as follows:
Schedule 1:
Consolidated Balance Sheets
Schedule 2:
Consolidated Statements of Income
Schedule 3:
Consolidated Statements of Changes in Stockholders Equity
Schedule 4:
Consolidated Statements of Cash Flows
Schedule 5:
Notes to Consolidated Financial Statements
Schedule 6:
Managements Discussion and Analysis of Financial Condition and Results of Operations,
including Quantitative and Qualitative Disclosures about Market Risk
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended September 30, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
C
O
MMERCE
B
ANCSHARES
, I
NC
.
Da
te: November 9, 2001
/
S
/ J. D
ANIEL
S
TINNETT
By
J. Daniel Stinnett
Vice President & Secretary
Da
te: November 9, 2001
/
S
/ J
EFFERY
D. A
BERDEEN
By
Jeffery D. Aberdeen
Controller
(Chief Accounting Officer)
2
Schedule 1
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30
2001
December 31
2000
(Unaudited)
(In thousands)
ASSETS
Lo
ans, net of unearned income
$ 7,802,350
$ 7,906,665
All
owance for loan losses
(130,964
)
(128,445
)
Ne
t loans
7,671,386
7,778,220
Inv
estment securities:
Av
ailable for sale
2,948,965
1,864,991
Tra
ding
23,678
20,674
No
n-marketable
53,081
55,238
To
tal investment securities
3,025,724
1,940,903
Fed
eral funds sold and securities purchased under agreements to resell
244,025
241,835
Ca
sh and due from banks
825,132
616,724
La
nd, buildings and equipment, net
300,617
257,629
Go
odwill and core deposit premium, net
52,474
58,182
Oth
er assets
196,540
221,624
To
tal assets
$12,315,898
$11,115,117
LI
ABILITIES AND STOCKHOLDERS EQUITY
De
posits:
No
n-interest bearing demand
$ 1,309,271
$ 1,564,907
Sav
ings and interest bearing demand
5,529,229
5,049,729
Tim
e open and C.D.s of less than $100,000
2,318,929
2,081,057
Tim
e open and C.D.s of $100,000 and over
555,022
386,045
To
tal deposits
9,712,451
9,081,738
Fed
eral funds purchased and securities sold under agreements to repurchase
723,959
543,874
Lo
ng-term debt and other borrowings
442,841
224,684
Ac
crued interest, taxes and other liabilities
174,262
121,066
To
tal liabilities
11,053,513
9,971,362
Sto
ckholders equity:
Pre
ferred stock, $1 par value.
Au
thorized and unissued 2,000,000 shares
Co
mmon stock, $5 par value.
Au
thorized 100,000,000 shares; issued 63,557,187 shares in 2001 and
62,655,891 shares in 2000
317,786
313,279
Ca
pital surplus
148,375
147,436
Re
tained earnings
781,255
671,147
Tre
asury stock of 935,225 shares in 2001 and 78,513 shares in 2000, at cost
(34,747
)
(2,895
)
Oth
er
(1,892
)
(1,179
)
Ac
cumulated other comprehensive income
51,608
15,967
To
tal stockholders equity
1,262,385
1,143,755
To
tal liabilities and stockholders equity
$12,315,898
$11,115,117
See accompanying notes to consolidated financial statements.
3
Schedule 2
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months
Ended September 30
For the Nine Months
Ended September 30
2001
2000
2001
2000
(Unaudited)
(In thousands, except per share data)
IN
TEREST INCOME
Int
erest and fees on loans
$143,447
$170,387
$461,415
$491,760
Int
erest on investment securities
34,798
32,186
96,264
103,327
Int
erest on federal funds sold and securities purchased under
agreements to resell
6,300
4,198
20,777
10,986
To
tal interest income
184,545
206,771
578,456
606,073
IN
TEREST EXPENSE
Int
erest on deposits:
Sav
ings and interest bearing demand
22,875
38,453
86,046
111,053
Tim
e open and C.D.s of less than $100,000
30,495
28,736
93,959
82,124
Tim
e open and C.D.s of $100,000 and over
7,038
4,584
21,383
13,052
Int
erest on federal funds purchased and securities sold under
agreements to repurchase
4,585
12,235
16,813
35,593
Int
erest on long-term debt and other borrowings
3,538
2,079
9,696
3,364
To
tal interest expense
68,531
86,087
227,897
245,186
Ne
t interest income
116,014
120,684
350,559
360,887
Pro
vision for loan losses
8,317
8,216
25,839
27,092
Ne
t interest income after provision for loan losses
107,697
112,468
324,720
333,795
NO
N-INTEREST INCOME
Tru
st fees
15,695
14,448
47,687
43,035
De
posit account charges and other fees
21,405
17,974
61,989
52,465
Cre
dit card transaction fees
13,668
12,895
40,070
36,449
Tra
ding account profits and commissions
3,871
1,798
11,301
6,508
Ne
t gains on securities transactions
1,348
305
3,095
810
Oth
er
13,547
16,762
42,932
45,702
To
tal non-interest income
69,534
64,182
207,074
184,969
NO
N-INTEREST EXPENSE
Sal
aries and employee benefits
59,415
55,107
176,100
164,933
Ne
t occupancy
8,242
7,794
24,230
22,645
Eq
uipment
5,461
5,438
16,616
15,875
Su
pplies and communication
8,353
8,660
24,963
25,319
Da
ta processing
8,690
9,779
27,208
28,398
Ma
rketing
3,460
2,888
9,848
9,357
Go
odwill and core deposit amortization
1,931
1,984
5,708
6,057
Oth
er
14,519
18,415
45,253
48,039
To
tal non-interest expense
110,071
110,065
329,926
320,623
Inc
ome before income taxes
67,160
66,585
201,868
198,141
Le
ss income taxes
21,642
21,092
66,690
65,790
Ne
t income
$ 45,518
$ 45,493
$135,178
$132,351
Ne
t income per sharebasic
$ .73
$ .72
$ 2.15
$ 2.06
Ne
t income per sharediluted
$ .71
$ .71
$ 2.12
$ 2.04
See accompanying notes to consolidated financial statements.
4
Schedule 3
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
Number
of Shares
Issued
Common
Stock
Capital
Surplus
Retained
Earnings
Treasury
Stock
Other
Accumulated Other
Comprehensive
Income (Loss)
Total
(Unaudited)
(Dollars in thousands)
Ba
lance January 1, 2001
62,655,891
$313,279
$147,436
$671,147
$ (2,895
)
$(1,179
)
$15,967
$1,143,755
Ne
t income
135,178
135,178
Ch
ange in unrealized gain (loss) on
available for sale securities
35,558
35,558
To
tal comprehensive income
170,736
Po
oling acquisition
876,750
4,384
5,414
5,198
83
15,079
Pu
rchase of treasury stock
(44,636
)
(44,636
)
Iss
uance of stock under purchase,
option and benefit plans
2,982
15
(5,195
)
12,435
7,255
Iss
uance of stock under restricted
stock award plan
21,564
108
720
349
(1,177
)
Re
stricted stock award amortization
464
464
Ca
sh dividends paid ($.48 per share)
(30,268
)
(30,268
)
Ba
lance September 30, 2001
63,557,187
$317,786
$148,375
$781,255
$(34,747
)
$(1,892
)
$51,608
$1,262,385
Ba
lance January 1, 2000
62,428,078
$312,140
$129,173
$642,746
$ (2,089
)
$ (916
)
$ (1,222
)
$1,079,832
Ne
t income
132,351
132,351
Ch
ange in unrealized gain (loss) on
available for sale securities
6,091
6,091
To
tal comprehensive income
138,442
Pu
rchase of treasury stock
(71,983
)
(71,983
)
Iss
uance of stock under purchase,
option and benefit plans
(813
)
2,910
2,097
Iss
uance of stock under restricted
stock award plan
(27
)
538
(511
)
Re
stricted stock award amortization
206
206
Ca
sh dividends paid ($.443 per
share)
(28,372
)
(28,372
)
Ba
lance September 30, 2000
62,428,078
$312,140
$128,333
$746,725
$(70,624
)
$(1,221
)
$ 4,869
$1,120,222
See accompanying notes to consolidated financial statements.
5
Schedule 4
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months
Ended September 30
2001
2000
(Unaudited)
(In thousands)
OP
ERATING ACTIVITIES:
Ne
t income
$ 135,178
$ 132,351
Ad
justments to reconcile net income to net cash provided by operating activities:
Pro
vision for loan losses
25,839
27,092
Pro
vision for depreciation and amortization
28,166
27,815
Ac
cretion of investment security discounts
(1,193
)
(1,727
)
Am
ortization of investment security premiums
9,999
7,574
Ne
t gains on sales of investment securities (A)
(3,095
)
(810
)
Ne
t (increase) decrease in trading securities
(12,960
)
2,721
(In
crease) decrease in interest receivable
5,350
(4,580
)
Inc
rease (decrease) in interest payable
(2,102
)
4,992
Oth
er changes, net
(13,822
)
(4,552
)
Ne
t cash provided by operating activities
171,360
190,876
IN
VESTING ACTIVITIES:
Ca
sh received in acquisition
15,035
Ca
sh paid in sales of branches
(20,375
)
Pro
ceeds from sales of investment securities (A)
325,141
197,854
Pro
ceeds from maturities of investment securities (A)
1,326,297
1,096,695
Pu
rchases of investment securities (A)
(2,627,730
)
(819,178
)
Ne
t decrease in federal funds sold and securities
p
urchased under agreements to resell
11,435
43,352
Ne
t (increase) decrease in loans
275,393
(357,277
)
Pu
rchases of land, buildings and equipment
(58,752
)
(34,244
)
Sal
es of land, buildings and equipment
2,214
1,797
Ne
t cash provided by (used in) investing activities
(730,967
)
108,624
FIN
ANCING ACTIVITIES:
Ne
t increase (decrease) in non-interest bearing demand, savings,
and interest bearing demand deposits
206,170
(201,964
)
Ne
t increase (decrease) in time open and C.D.s
256,191
(26,531
)
Ne
t increase (decrease) in federal funds purchased and securities sold under
agreements to repurchase
176,049
(224,671
)
Re
payment of long-term debt
(50,691
)
(650
)
Ad
ditional borrowings
250,000
100,000
Pu
rchases of treasury stock
(44,636
)
(71,983
)
Iss
uance of stock under purchase, option and benefit plans
5,200
1,807
Ca
sh dividends paid on common stock
(30,268
)
(28,372
)
Ne
t cash provided by (used in) financing activities
768,015
(452,364
)
Inc
rease (decrease) in cash and cash equivalents
208,408
(152,864
)
Ca
sh and cash equivalents at beginning of year
616,724
685,157
Ca
sh and cash equivalents at September 30
$ 825,132
$ 532,293
(A
) Available for sale and non-marketable securities
Ne
t income tax payments
$ 47,809
$ 68,265
Int
erest paid on deposits and borrowings
$ 229,999
$ 240,525
See accompanying notes to consolidated financial statements.
6
Schedule 5
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
(Unaudited)
1. Principles of Consolidation and Presentation
The accompanying consolidated financial statements include the accounts of Commerce Bancshares, Inc. and all majority-owned subsidiaries (the Company). All significant intercompany accounts and transactions have been eliminated. Certain reclassifications were made to 2000 data to conform to current year presentation. Results of operations for the three and nine month periods ended September 30, 2001, are not necessarily indicative of results to be attained for any other period.
The significant accounting policies followed in the preparation of the quarterly financial statements are the same as those disclosed in the 2000 Annual Report on Form 10-K, with the addition of the following Note 8, Derivatives.
2. Acquisition Activity
Effective March 1, 2001, the Company acquired Centennial Bank in St. Ann, Missouri, with assets of $254 million, loans of $189 million, and deposits of $216 million. The Company issued 876,750 shares as consideration in the transaction. The acquisition was accounted for as a pooling of interests; however, the Companys financial statements were not restated because restated amounts did not differ materially from historical results.
3. Allowance for Loan Losses
The following is a summary of the allowance for loan losses.
For the Three Months
Ended September 30
For the Nine Months
Ended September 30
2001
2000
2001
2000
(In thousands)
Ba
lance, beginning of period
$131,109
$127,024
$128,445
$123,042
Ad
ditions:
All
owance for loan losses of acquired bank
2,519
Pro
vision for loan losses
8,317
8,216
25,839
27,092
To
tal additions
8,317
8,216
28,358
27,092
De
ductions:
Lo
an losses
11,850
10,041
36,343
30,285
Le
ss recoveries on loans
3,388
3,256
10,504
8,606
Ne
t loan losses
8,462
6,785
25,839
21,679
Ba
lance, September 30
$130,964
$128,455
$130,964
$128,455
At September 30, 2001, non-performing assets were $24,662,000, consisting of $22,556,000 in non-accrual loans and $2,106,000 in foreclosed real estate. Non-performing assets were .32% of total loans and .20% of total assets. Non-performing assets were $21,324,000 at December 31, 2000. Loans which were past due 90 days or more and still accruing interest amounted to $23,182,000 at September 30, 2001, compared to $26,670,000 at December 31, 2000.
7
4. Investment Securities
Investment securities, at fair value, consist of the following at September 30, 2001 and December 31, 2000.
September 30
2001
December 31
2000
(In thousands)
Av
ailable for sale:
U.S
. government and federal agency obligations
$1,020,867
$ 749,620
Sta
te and municipal obligations
55,376
62,734
CM
Os and asset-backed securities
1,676,025
908,220
Oth
er debt securities
152,356
99,731
Eq
uity securities
44,341
44,686
Tra
ding
23,678
20,674
No
n-marketable
53,081
55,238
To
tal investment securities
$3,025,724
$1,940,903
5. Common Stock
The shares used in the calculation of basic and diluted income per share are shown below.
For the Three Months
Ended September 30
For the Nine Months
Ended September 30
2001
2000
2001
2000
(In thousands)
We
ighted average common shares outstanding
62,795
63,458
62,906
64,293
Sto
ck options
743
779
764
694
63,538
64,237
63,670
64,987
6. Comprehensive Income
Comprehensive income is defined as the change in equity from transactions and other events and circumstances from non-owner sources, and excludes investments by and distributions to owners. Comprehensive income includes net income and other items of comprehensive income meeting the above criteria. The Companys only component of other comprehensive income is the unrealized holding gains and losses on available for sale investment securities.
For the Three Months
Ended September 30
For the Nine Months
Ended September 30
2001
2000
2001
2000
(In thousands)
Un
realized holding gains
$36,456
$17,780
$64,253
$6,845
Re
classification adjustment for (gains) losses included in net
income
(2,089
)
3,072
(6,909
)
2,814
Ne
t unrealized gains on securities
34,367
20,852
57,344
9,659
Inc
ome tax expense
13,059
7,924
21,786
3,568
Ot
her comprehensive income
$21,308
$12,928
$35,558
$6,091
8
7. Segments
Management has established three operating segments within the Company. The Consumer segment includes the retail branch network, consumer finance, bankcard, student loans and discount brokerage services. The Commercial segment provides corporate lending, leasing, and international services, as well as business, government deposit and cash management services. The Money Management segment provides traditional trust and estate tax planning services, and advisory and discretionary investment management services.
The following table presents selected financial information by segment and reconciliations of combined segment totals to consolidated totals. There were no material intersegment revenues between the three segments.
Consumer
Commercial
Money
Management
Segment
Totals
Other/
Elimination
Consolidated
Totals
(In thousands)
Nine Months Ended September 30, 2001
Ne
t interest income after loan loss expense
$ 13,432
$223,904
$ (9,395
)
$227,941
$ 96,779
$324,720
Co
st of funds allocation
201,523
(103,039
)
15,028
113,512
(113,512
)
No
n-interest income
108,498
26,736
61,970
197,204
9,870
207,074
To
tal net revenue
323,453
147,601
67,603
538,657
(6,863
)
531,794
No
n-interest expense
200,594
68,839
43,076
312,509
17,417
329,926
Inc
ome before income taxes
$122,859
$ 78,762
$24,527
$226,148
$ (24,280
)
$201,868
Nine Months Ended September 30, 2000
Ne
t interest income after loan loss expense
$ 17,788
$246,482
$(10,587
)
$253,683
$ 80,112
$333,795
Co
st of funds allocation
174,595
(118,520
)
14,875
70,950
(70,950
)
No
n-interest income
101,854
21,111
53,382
176,347
8,622
184,969
To
tal net revenue
294,237
149,073
57,670
500,980
17,784
518,764
No
n-interest expense
189,884
63,267
41,259
294,410
26,213
320,623
Inc
ome before income taxes
$104,353
$ 85,806
$16,411
$206,570
$ (8,429
)
$198,141
Three Months Ended September 30, 2001
Ne
t interest income after loan loss expense
$ 6,811
$ 68,746
$ (2,748
)
$ 72,809
$ 34,888
$107,697
Co
st of funds allocation
70,794
(27,688
)
4,622
47,728
(47,728
)
No
n-interest income
36,793
10,145
20,544
67,482
2,052
69,534
To
tal net revenue
114,398
51,203
22,418
188,019
(10,788
)
177,231
No
n-interest expense
67,438
22,346
14,225
104,009
6,062
110,071
Inc
ome before income taxes
$ 46,960
$ 28,857
$ 8,193
$ 84,010
$ (16,850
)
$ 67,160
Three Months Ended September 30, 2000
Ne
t interest income after loan loss expense
$ 5,865
$ 85,659
$ (3,601
)
$ 87,923
$ 24,545
$112,468
Co
st of funds allocation
58,614
(41,885
)
4,719
21,448
(21,448
)
No
n-interest income
35,360
6,981
17,415
59,756
4,426
64,182
To
tal net revenue
99,839
50,755
18,533
169,127
7,523
176,650
No
n-interest expense
63,992
20,970
13,674
98,636
11,429
110,065
Inc
ome before income taxes
$ 35,847
$ 29,785
$ 4,859
$ 70,491
$ (3,906
)
$ 66,585
The segment activity, as shown above, includes both direct and allocated items. Amounts in the Other/Elimination column include activity not related to the segments, such as that relating to administrative functions, and the effect of certain expense allocations to the segments.
9
8. Derivatives
Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, and its amendments were adopted by the Company on January 1, 2001. SFAS No. 133 established accounting and reporting standards for derivative instruments and hedging activities. All derivatives must be recognized on the balance sheet at fair value, with the adjustment to fair value recorded in current earnings. For derivatives qualifying as hedges, changes in the fair value of the derivative will be either offset against the changes in fair value of the hedged item through current earnings, or recognized in other comprehensive income until the hedged item is recognized in current earnings based on the nature of the hedge. The ineffective portion of the derivatives change in fair value will be immediately recognized in current earnings.
The SFAS 133 transition adjustment increased 2001 net income by $8,670. Because of its immateriality, the adjustment is not presented separately in the income statement. The Companys usage of derivative instruments is discussed below.
The Companys primary risk associated with its lending activity is interest rate risk. Interest rates contain an ever-present volatility, as they are affected by the publics perception of the economys health at any one point in time, as well as by specific actions of the Federal Reserve. These fluctuations can either compress or enhance fixed rate interest margins depending on the liability structure of the funding organization. The Companys balance sheet is somewhat asset sensitive. Over the longer term, rising interest rates have a negative effect on interest margins as funding sources become more expensive relative to these fixed rate loans that do not reprice as quickly with the change in interest rates. However, in order to maintain its competitive advantage, in certain circumstances the Company offers fixed rate commercial financing whose term extends beyond its traditional three to five year parameter. This exposes the Company to the risk that the fair value of the fixed rate loan may fall if market interest rates increase. To reduce this exposure for certain specified loans, the Company enters into interest rate swaps, paying interest based on a fixed rate in exchange for interest based on a variable rate. At September 30, 2001, the Company had three swaps which were designated as fair value hedges.
The Companys mortgage banking operation makes commitments to extend fixed rate loans secured by 1-4 family residential properties, which are considered to be derivative instruments. These commitments have an average term of 60 to 90 days. The Companys general practice is to sell such loans in the secondary market. During the term of the loan commitment, the value of the loan commitment, which includes mortgage servicing rights, changes in inverse proportion to changes in market interest rates. The Company obtains forward sale contracts with investors in the secondary market in order to manage these risk positions. Most of the contracts are matched to a specific loan on a best efforts basis, in which the Company is obligated to deliver the loan only if the loan closes. Hedge accounting has not been applied to these activities.
The Companys foreign exchange activity involves the purchase and sale of forward foreign exchange contracts, which are commitments to purchase or deliver a specified amount of foreign currency at a specific future date. This activity enables customers involved in international business to hedge their exposure to foreign currency exchange rate fluctuations. The Company minimizes its related exposure arising from these customer transactions with offsetting contracts for the same currency and time frame. In addition, the Company uses foreign exchange contracts, to a limited extent, for trading purposes, including taking proprietary positions. Risk arises from changes in the currency exchange rate and from the potential for counterparty nonperformance. These risks are controlled by adherence to a foreign exchange trading policy which contains control limits on currency amounts, open positions, maturities and losses, and procedures for approvals, record-keeping, monitoring and reporting. Hedge accounting has not been applied to these foreign exchange activities.
10
Schedule 6
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
September 30, 2001
(Unaudited)
The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes and with the statistical information and financial data appearing in this report as well as the Companys 2000 Annual Report on Form 10-K. Results of operations for the three and nine month periods ended September 30, 2001, are not necessarily indicative of results to be attained for any other period.
Three Months Ended
September 30
Nine Months Ended
September 30
2001
2000
2001
2000
Pe
r Share Data
Ne
t incomebasic
$ .73
$ .72
$ 2.15
$ 2.06
Ne
t incomediluted
.71
.71
2.12
2.04
Ca
sh dividends
.160
.148
.480
.443
Bo
ok value
20.18
17.73
Ma
rket price
37.62
35.06
Sel
ected Ratios
(Ba
sed on average balance sheets)
Lo
ans to deposits
81.18
%
88.45
%
83.66
%
86.55
%
No
n-interest bearing deposits to total deposits
9.57
14.82
12.25
14.93
Eq
uity to loans
15.90
14.08
15.34
14.05
Eq
uity to deposits
12.90
12.46
12.83
12.16
Eq
uity to total assets
10.38
10.05
10.40
9.87
Re
turn on total assets
1.52
1.65
1.56
1.60
Re
turn on realized stockholders equity
15.03
16.35
15.36
16.11
Re
turn on total stockholders equity
14.64
16.42
15.02
16.19
(Ba
sed on end-of-period data)
Eff
iciency ratio
58.71
58.56
58.47
57.71
Tie
r I capital ratio
12.56
12.17
To
tal capital ratio
13.92
13.47
Le
verage ratio
9.85
9.68
Summary
Three Months Ended
September 30
Nine Months Ended
September 30
2001
2000
% Change
2001
2000
% Change
(Dollars in thousands)
Ne
t interest income
$116,014
$120,684
(3.9
)%
$350,559
$360,887
(2.9
)%
Pro
vision for loan losses
(8,317
)
(8,216
)
1.2
(25,839
)
(27,092
)
(4.6
)
No
n-interest income
69,534
64,182
8.3
207,074
184,969
12.0
No
n-interest expense
(110,071
)
(110,065
)
(329,926
)
(320,623
)
2.9
Inc
ome taxes
(21,642
)
(21,092
)
2.6
(66,690
)
(65,790
)
1.4
Ne
t income
$ 45,518
$ 45,493
.1
%
$135,178
$132,351
2.1
%
11
Consolidated net income for the third quarter of 2001 was $45.5 million and diluted earnings per share was $.71, which compares to similar amounts for the third quarter of 2000. While net interest income declined from amounts recorded in the third quarter of last year as a result of the rapid fall in short-term interest rates and a slight decline in average loans, the decline was offset by growth in non-interest revenues, stable credit costs, and only slightly higher non-interest expense. Return on average assets for the quarter was 1.52%, compared to 1.65% last year. Return on average realized stockholders equity for the third quarter was 15.03% compared to 16.35% in the previous year. The Companys efficiency ratio, a measure of expense efficiency in generating income, was 58.71% for the third quarter of 2001 compared to 58.56% for the third quarter of 2000.
Consolidated net income for the first nine months of 2001 was $135.2 million, a 2.1% increase over the first nine months of 2000. Diluted earnings per share was $2.12 compared to $2.04 last year. Compared to last year, non-interest income grew 12.0% while non-interest expense grew only 2.9%. Net interest income decreased 2.9% from last year. The increase in non-interest income was the result of growth in deposit account fees, bond trading profits, and trust revenue. Non-interest expense increased mainly due to higher salary costs. The Companys efficiency ratio for the first nine months of 2001 was 58.47% compared to 57.71% last year.
Effective March 1, 2001, the Company completed its acquisition of Centennial Bank in St. Ann, Missouri, with assets of $254 million, loans of $189 million, and deposits of $216 million. The Company issued 876,750 shares of common stock as consideration in the transaction. The acquisition was accounted for as a pooling of interests; however, the Companys financial statements were not restated because the restated amounts did not differ materially from the Companys historical results.
The Company sold various assets and liabilities of two bank branches during the first nine months of 2001, realizing net gains of $1.9 million. During the same period in the prior year, three bank branches were sold with net gains of $4.0 million.
Net Interest Income
The following table summarizes the changes in net interest income on a fully tax equivalent basis, by major category of interest earning assets and interest bearing liabilities, identifying changes related to volumes and rates. Changes not solely due to volume or rate changes are allocated to rate. Management believes this allocation method, applied on a consistent basis, provides meaningful comparisons between the respective periods.
12
Analysis of Changes in Net Interest Income
Three Months Ended
September 30, 2001 vs. 2000
Nine Months Ended
September 30, 2001 vs. 2000
Change due to
Total
Change due to
Total
Average
Volume
Average
Rate
Average
Volume
Average
Rate
(In thousands)
Int
erest income, fully taxable equivalent
basis:
Lo
ans
$ (1,411
)
$(25,472
)
$(26,883
)
$ 4,842
$(35,094
)
$(30,252
)
Inv
estment securities:
U.S
. government and federal
agency securities
1,697
(2,307
)
(610
)
(5,096
)
(2,574
)
(7,670
)
Sta
te and municipal obligations
(316
)
24
(292
)
(931
)
(108
)
(1,039
)
CM
Os and asset-backed securities
4,175
(582
)
3,593
1,607
(591
)
1,016
Oth
er securities
983
(1,165
)
(182
)
2,134
(1,916
)
218
Fed
eral funds sold and securities
purchased under agreements to resell
7,668
(5,566
)
2,102
19,031
(9,240
)
9,791
To
tal interest income
12,796
(35,068
)
(22,272
)
21,587
(49,523
)
(27,936
)
Int
erest expense:
De
posits:
Sav
ings
71
(714
)
(643
)
(2
)
(1,371
)
(1,373
)
Int
erest bearing demand
3,324
(18,259
)
(14,935
)
4,377
(28,011
)
(23,634
)
Tim
e open & C.D.s of less than
$100,000
3,403
(1,644
)
1,759
7,074
4,761
11,835
Tim
e open & C.D.s of $100,000
and over
2,910
(456
)
2,454
7,828
503
8,331
Fed
eral funds purchased and securities
sold under agreements to repurchase
(2,904
)
(4,746
)
(7,650
)
(10,961
)
(7,819
)
(18,780
)
Lo
ng-term debt and other borrowings.
3,399
(1,756
)
1,643
8,169
(1,459
)
6,710
To
tal interest expense
10,203
(27,575
)
(17,372
)
16,485
(33,396
)
(16,911
)
Ne
t interest income, fully taxable
equivalent basis
$ 2,593
$ (7,493
)
$ (4,900
)
$ 5,102
$(16,127
)
$(11,025
)
Net interest income for the third quarter of 2001 was $116.0 million, a 3.9% decrease from the third quarter of 2000, and for the first nine months was $350.6 million, a 2.9% decrease from last year. For the quarter, the net interest rate margin was 4.22% compared with 4.75% last year, while the nine month margin was 4.41% in 2001 and 4.73% in 2000.
Total interest income for the third quarter of 2001 decreased $22.2 million, or 10.7%, compared to the third quarter of 2000. The continuation of significant reductions in both the federal funds and prime rates during the current quarter resulted in reduced interest earnings in large sections of the Companys business, business real estate, home equity, and credit card loan portfolios, which are tied to variable rates. Average loan yields declined 132 basis points from the third quarter of 2000 compared to the current quarter. During the current quarter, the Company reduced rates paid on non-maturity interest bearing deposits to offset the lower loan yields. Declines in loan balances, coupled with recent purchases of investment securities at lower rates, also reduced total interest income for the quarter. Short term investments in federal funds sold and resell agreements increased $448.5 million, partly offset by declines in yields. . The average tax equivalent yield on interest earning assets declined from 8.12% in the third quarter of last year to 6.71% in the current quarter.
Compared to the first nine months of 2001, total interest income decreased $27.6 million, or 4.6%. Average rates earned on loans decreased 59 basis points, rates earned on investment securities decreased 31 basis points,
13
and rates earned on federal funds and resell agreements decreased 187 basis points. These decreases were partly offset by an increase of $391.1 million in average investments in federal funds sold and resell agreements. The nine month yield on earning assets decreased from 7.93% in 2000 to 7.28% in 2001.
Total interest expense (net of capitalized interest) decreased $17.6 million, or 20.4%, compared to the third quarter of 2000, mainly due to a decline in average rates paid on interest bearing deposits of 102 basis points. The Companys Premium Money Market deposit accounts showed the largest effects of the rate decline. Interest expense was also reduced by lower average rates paid on borrowings of federal funds purchased and repurchase agreements. The impact of the overall rate decline was partly offset by higher average short term certificates of deposit and Federal Home Loan Bank (FHLB) borrowings, with lower borrowings of federal funds purchased. During the quarter, the Company obtained an additional $250.0 million in new debt from the FHLB. This debt, which matures in two years, carries a variable interest rate and the proceeds were used to purchase fixed rate investment securities. The average cost of funds for all interest bearing liabilities was 2.84% for the third quarter of 2001, compared to 4.05% for the third quarter of 2000.
Total interest expense decreased $17.3 million, or 7.1%, in the first nine months of 2001 compared to 2000, with most of the same trends noted in the above quarterly comparison. Average rates paid on interest bearing demand deposits declined 74 basis points from the prior year, along with rate declines in federal funds purchased and other borrowings. Partly offsetting the rate declines were higher average balances of interest bearing demand deposits, certificate of deposit accounts, and FHLB borrowings, with lower borrowings of federal funds purchased. The overall average cost of funds for the nine month periods decreased from 3.84% in 2000 to 3.36% in 2001.
Summaries of average assets and liabilities and the corresponding average rates earned/paid appear at the end of this discussion.
Non-Interest Income
Three Months Ended
September 30
Nine Months Ended
September 30
2001
2000
% Change
2001
2000
% Change
(Dollars in thousands)
Tru
st fees
$15,695
$14,448
8.6
%
$ 47,687
$ 43,035
10.8
%
De
posit account charges and other fees
21,405
17,974
19.1
61,989
52,465
18.2
Cre
dit card transaction fees
13,668
12,895
6.0
40,070
36,449
9.9
Tra
ding account profits and commissions
3,871
1,798
115.3
11,301
6,508
73.6
Ne
t gains on securities transactions
1,348
305
342.0
3,095
810
282.1
Oth
er
13,547
16,762
(19.2
)
42,932
45,702
(6.1
)
To
tal non-interest income
$69,534
$64,182
8.3
%
$207,074
$184,969
12.0
%
As
a % of operating income (net interest
income plus non-interest income)
37.5
%
34.7
%
37.1
%
33.9
%
Non-interest income increased 8.3%, or $5.4 million, in the third quarter of 2001 compared to the third quarter of 2000. Deposit account charges increased 19.1%, or $3.4 million, mainly due to higher fees earned on overdraft charges and commercial cash management fees. Trust fees were up 8.6% mainly due to higher revenues on personal trust accounts. Bond trading revenues grew $2.1 million, or 115.3%, as a result of high demand by correspondent bank customers for fixed income investments. Bankcard fees for the quarter increased 6.0% over the same quarter last year due mainly to continued strong debit card fees, but lower merchant and cardholder revenues. Other non-interest income decreased $3.2 million from the third quarter of 2000, due to lower gains on bank branch sales and lower venture capital partnership investment gains. Partly offsetting these decreases was a gain of $2.0 million on the sale of $59.5 million of student loans in the current quarter. Net gains on securities transactions increased $1.0 million compared to the same quarter last year.
14
Non-interest income rose $22.1 million over the first nine months of last year with similar trends as noted above in deposit account charges and bond trading revenue. Credit card transaction fees increased $3.6 million, due to growth in fees from the Companys debit card product and slightly higher merchant and cardholder fees. Trust fees increased $4.7 million due to growth in personal trust fees and a higher than normal fee on a probate account. Other non-interest income decreased $2.8 million, or 6.1% compared to last year. This decrease was due to lower gains on bank branch sales and fewer venture capital partnership investment gains, in addition to declines in non-customer ATM fees and brokerage-related fees. These decreases were partly offset by higher gains on loan sales of $3.0 million. Other income also included $1.5 million realized in the restructuring of a venture capital limited partnership, which was entirely offset by expense related to the restructuring, with no impact on net income. Net gains on securities transactions rose $2.3 million over the first nine months of last year.
Non-Interest Expense
Three Months Ended
September 30
Nine Months Ended
September 30
2001
2000
% Change
2001
2000
% Change
(Dollars in thousands)
Sal
aries and employee benefits
$ 59,415
$ 55,107
7.8
%
$176,100
$164,933
6.8
%
Ne
t occupancy
8,242
7,794
5.7
24,230
22,645
7.0
Eq
uipment
5,461
5,438
.4
16,616
15,875
4.7
Su
pplies and communication
8,353
8,660
(3.5
)
24,963
25,319
(1.4
)
Da
ta processing
8,690
9,779
(11.1
)
27,208
28,398
(4.2
)
Ma
rketing
3,460
2,888
19.8
9,848
9,357
5.2
Go
odwill and core deposit amortization
1,931
1,984
(2.7
)
5,708
6,057
(5.8
)
Oth
er
14,519
18,415
(21.2
)
45,253
48,039
(5.8
)
To
tal non-interest expense
$110,071
$110,065
%
$329,926
$320,623
2.9
%
Fu
ll-time equivalent employees
5,131
5,043
1.7
%
5,119
5,095
.5
%
Non-interest expense for the quarter amounted to $110.1 million, which was consistent with expense levels recorded in the third quarter of last year. Compared with the third quarter of 2000, salaries and employee benefits grew 7.8%, or $4.3 million, mainly as a result of higher costs for full-time employees. Data processing costs were lower, especially as the result of lower fees to process credit cards, while costs for supplies and communication declined mainly due to lower costs for postage. Occupancy and marketing costs showed modest increases, while equipment expense remained stable. Other expense decreased compared to the third quarter of 2000, mainly due to last years contribution of appreciated securities to a charitable organization. The efficiency ratio was 58.71% in the third quarter of 2001 compared to 58.56% in the third quarter of 2000 and 58.50% in the second quarter of 2001.
Non-interest expense rose $9.3 million, or 2.9%, over the first nine months of 2000. Salaries and employee benefits increased $11.2 million due to higher full-time salary expense, partly offset by lower incentive expense. Occupancy expense increased $1.6 million mainly due to higher than usual costs for utilities and weather-related expenses incurred during the winter months of 2001. Equipment expense increased over the prior year because of higher servicing and maintenance costs. Data processing expense declined $1.2 million due to lower charges by information service providers. Other non-interest expense decreased $2.8 million from last year, partly due to the decline in charitable contributions offset by the partnership restructuring expense, as noted above.
15
Allowance for Loan Losses
Three Months Ended
Nine Months Ended
Sept. 30
Sept. 30
2001
Sept. 30
2000
June 30
2001
2001
2000
(Dollars in thousands)
Pro
vision for loan losses
$8,317
$8,216
$7,992
$25,839
$27,092
Ne
t loan charge-offs (recoveries):
Bu
siness
1,888
937
884
5,222
3,036
Cre
dit card
4,173
3,790
5,355
14,352
11,937
Per
sonal banking
2,321
1,866
1,713
6,338
6,284
Re
al estate
80
192
11
(73
)
422
To
tal net loan charge-offs
$8,462
$6,785
$7,963
$25,839
$21,679
Ne
t annualized total charge-offs as a percentage of average
loans
.43
%
.34
%
.40
%
.44
%
.37
%
The Company has an established process to determine the amount of the allowance for loan losses, which assesses the risks and losses inherent in its portfolio. This process provides an allowance consisting of an allocated and unallocated component. To determine the allocated component of the allowance, the Company combines estimates of the allowances needed for loans reviewed on an individual basis with estimates of reserves needed for pools of loans reviewed. This process uses tools such as the watch list and loss experience models. To mitigate the imprecision in the estimation of the allocated component, it is supplemented by an unallocated component. The unallocated component is based on managements determination of amounts necessary for loan concentrations, economic uncertainties and subjective factors.
The Companys estimate of the allowance for loan losses and the corresponding provision for loan losses rests upon various judgments and assumptions made by management. Considerations which influence these judgements include past loan loss experience, current loan portfolio mix, prevailing regional and national economic conditions, and the Companys ongoing examination process by its internal loan review staff and its regulators.
Net loan charge-offs were $25.8 million in the first nine months of 2001, a $4.2 million increase over the same period in the prior year. The increase was due to a $2.4 million increase in credit card loan net charge-offs and a $2.2 million increase in business loan net charge-offs. Total net charge-offs for the first nine months of 2001 were .44% of total average loans, an increase compared to .37% for the same period in 2000.
Net loan charge-offs for the third quarter of 2001 amounted to $8.5 million compared with $8.0 million in the second quarter of 2001 and $6.8 million in the third quarter of last year. The increase in net loan charge-offs in the current quarter compared with the second quarter of this year is the result of higher business loan charge-offs of $1.0 million coupled with an increase in personal banking loan charge-offs of $608 thousand. These higher charge-offs, however, were partially offset by a decline in credit card charge-offs of $1.2 million as a result of lower bankruptcy filings and improving delinquencies.
For the third quarter of 2001, net charge-offs on average credit card loans amounted to 3.42%, compared with 4.41% in the second quarter of this year. On a year to date basis, such net charge-offs amounted to 3.91%. Also, personal loan charge-offs amounted to .56% of average loans this quarter compared with .43% in the second quarter this year. The provision for loan losses for the quarter totaled $8.3 million, up from $8.0 million in the second quarter this year. The allowance for loan losses at September 30, 2001, amounted to $131.0 million, or 1.68% of total loans, and represented 531% of total non-performing assets. The Company considers the allowance for loan losses adequate to cover losses inherent in loans at September 30, 2001.
16
Risk Elements of Loan Portfolio
The following table presents non-performing assets and loans which are past due 90 days and still accruing interest. Non-performing assets include non-accruing loans and foreclosed real estate. Loans are placed on non-accrual status when management does not expect to collect payments consistent with acceptable and agreed upon terms of repayment. These generally are loans that are 90 days past due as to principal and/or interest payments, unless both well-secured and in the process of collection, or are real estate 14 family first mortgage loans or consumer loans that are exempt under regulatory rules from being classified as non-accrual. Those loans, anticipated to be collected, are included in the totals below for loans past due 90 days and still accruing interest.
Sept. 30, 2001
June 30, 2001
Dec. 31, 2000
(Dollars in thousands)
No
n-accrual loans
$22,556
$24,458
$19,617
Fo
reclosed real estate
2,106
2,171
1,707
To
tal non-performing assets
$24,662
$26,629
$21,324
No
n-performing assets to total loans
.32
%
.34
%
.27
%
No
n-performing assets to total assets
.20
%
.23
%
.19
%
Lo
ans past due 90 days and still accruing interest
$23,182
$20,268
$26,670
Non-performing assets at September 30, 2001, were $24.7 million, an increase of $3.3 million, or 15.7%, over year end 2000 totals. During the current quarter, non-performing assets declined $2.0 million. Loans delinquent 90 days or more and still accruing interest totaled $23.2 million at September 30, 2001, a decrease of $3.5 million from year end totals.
Income Taxes
The Companys income tax expense was $66.7 million for the first nine months of 2001 and $65.8 million for the same period in 2000, resulting in effective tax rates of 33.0% and 33.2%, respectively. The 2001 third quarter effective tax rate was 32.2% compared to 31.7% for the third quarter of 2000.
Operating Segments
The Company segregates financial information for use in assessing its performance and allocating resources among three operating segments. The results are determined based on the Companys management accounting process, which assigns balance sheet and income statement items to each responsible segment. These segments are defined by customer base and product type. The management process measures the performance of the operating segments based on the management structure of the Company and is not necessarily comparable with similar information for any other financial institution. Each segment is managed by executives who, in conjunction with the Chief Executive Officer, make strategic business decisions regarding that segment. The three reportable operating segments are Consumer, Commercial and Money Management. Additional information is presented in the Segments note to the consolidated financial statements.
Consumer
The Consumer segment includes the retail branch network, consumer finance, bankcard, student loans and discount brokerage. For the nine months ended September 30, 2001, pre-tax earnings amounted to $122.9 million, up $18.5 million, or 17.7%, over the previous year. Most of this increase was due to a $26.9 million increase in funding credits allocated to the segment. Non-interest income increased $6.6 million, or 6.5%, mainly in credit card fees and deposit account charges. Credit card fees were higher due to growth in debit card fees, while deposit account charges increased due to higher overdraft and return items fees. These increases were partly offset by lower direct net interest income of $1.8 million and a $2.6 million increase in net charge-offs,
17
mainly in the credit card area. Non-interest expense increased $10.7 million mainly due to higher costs for salaries and employee benefits and management fees, partly offset by lower processing charges.
Commercial
The Commercial segment provides corporate lending, leasing, international services, and corporate cash management services. Pre-tax earnings for the first nine months of 2001 were $78.8 million, a decrease of 8.2% from the prior year. Direct net interest income decreased $21.0 million, resulting mainly from lower commercial loan interest income. Assigned costs of funding also decreased $15.5 million. Non-interest income increased $5.6 million mainly due to higher cash management fees, which were up 36.6%. Non-interest expense increased $5.6 million, or 8.8%, mainly as a result of higher costs for processing and assigned management overhead costs.
Money Management
The Money Management segment consists of trust and capital markets activities. The Trust group provides trust and estate planning services, and advisory and discretionary investment management services. It also provides investment management services to The Commerce Funds, a series of mutual funds with $2.07 billion in total assets. The Capital Markets group sells primarily fixed-income securities to individuals, corporations, correspondent banks, public institutions, and municipalities, and also provides investment safekeeping and bond accounting services. Pre-tax earnings were $24.5 million for the first nine months in 2001, an increase of $8.1 million, or 49.5%, compared to the prior year. Non-interest income increased $8.6 million due to higher trading account profits in the Capital Markets group from increased sales to bank and other corporate customers. Trust fees were also higher due to growth in personal trust fees coupled with a higher than normal fee on a probate account. Non-interest expense increased $1.8 million over 2000, mainly due to higher costs for salaries and employee benefits.
Liquidity and Capital Resources
Liquidity represents the Companys ability to obtain cost-effective funding to meet the needs of customers as well as the Companys financial obligations. Liquidity can be provided through the subsidiary banks sale and maturity of federal funds sold and securities purchased under agreements to resell and their available for sale investment portfolio. These liquid assets had a fair value of $3.02 billion at September 30, 2001, which included $1.20 billion pledged to secure public deposits, discount window borrowings, and other purposes as required by law. Within the next twelve months, 9% of the banks available for sale portfolio will mature. The available for sale bank portfolio included an unrealized net gain in fair value of $47.8 million at September 30, 2001 compared to an unrealized net loss of $9.5 million at December 31, 2000. Liquidity can also be obtained through secured advances from the FHLB, of which certain subsidiary banks are members. These borrowings are generally secured by residential mortgages and mortgage-backed securities.
The liquid assets of the Parent consist primarily of commercial paper, securities purchased under agreements to resell, U.S. treasury bills, and marketable corporate equity securities. The fair value of these investments was $151.3 million at September 30, 2001 compared to $127.6 million at December 31, 2000. Included in the fair values were unrealized net gains of $31.2 million at September 30, 2001 and $31.3 million at December 31, 2000. The Parents liabilities totaled $97.5 million at September 30, 2001, compared to $17.2 million at December 31, 2000. Liabilities at September 30, 2001, included $85.0 million advanced mainly from subsidiary bank holding companies in order to combine resources for short-term investment in liquid assets. The funds advanced from the subsidiary bank holding companies consist mainly of subsidiary bank dividends. The Parent had no short-term borrowings from affiliate banks or long-term debt during 2001. The Parents commercial paper, which management believes is readily marketable, has a P1 rating from Moodys and an A1 rating from Standard & Poors. This credit availability should provide adequate funds to meet any outstanding or future commitments of the Parent.
18
In February 2001, the Board of Directors announced the approval of additional purchases of the Companys common stock, bringing the total purchase authorization to 3,000,000 shares. During the first nine months of 2001, the Company had acquired 1,197,238 shares at an average cost of $37.28. The Company has routinely used these reacquired shares to fund annual stock dividends and various stock option programs. At an October 2001 meeting, the Board authorized the eighth annual consecutive 5% stock dividend, which will be distributed in December 2001.
The Company had an equity to asset ratio of 10.40% based on 2001 average balances. As shown in the following table, the Companys capital exceeded the minimum risk-based capital and leverage requirements of the regulatory agencies.
September 30, 2001
December 31, 2000
Minimum Ratios for
Well-Capitalized Banks
(Dollars in thousands)
Ris
k-Adjusted Assets
$9,232,956
$8,889,195
Tie
r I Capital
1,160,000
1,070,491
To
tal Capital
1,285,515
1,187,865
Tie
r I Capital Ratio
12.56
%
12.04
%
6.00
%
To
tal Capital Ratio
13.92
%
13.36
%
10.00
%
Le
verage Ratio
9.85
%
9.91
%
5.00
%
The Companys cash and cash equivalents (defined as Cash and due from banks) were $825.1 million at September 30, 2001, an increase of $208.4 million over December 31, 2000. Contributing to the net cash inflow were a $462.4 million net increase in deposits, $250.0 million additional FHLB borrowings, additional overnight borrowings of $176.0 million, a $275.4 million decrease in loans (including repayments), and $171.4 million generated from operating activities. Partially offsetting these net inflows were $976.3 million in purchases of investment securities, net of maturities and sales. Total assets increased $1.20 billion over December 31, 2000, mainly in available for sale investment securities.
The Company has various commitments and contingent liabilities which are properly not reflected on the balance sheet. Loan commitments (excluding derivative instruments and lines of credit related to credit cards) totaled approximately $2.97 billion, standby letters of credit totaled $330.0 million, and commercial letters of credit totaled $21.8 million at September 30, 2001.
Derivative Financial Instruments
The Company maintains an overall interest rate risk management strategy that permits the use of derivative instruments to modify exposure to interest rate risk. The Companys interest rate risk management strategy includes the ability to modify the repricing characteristics of certain assets and liabilities so that changes in interest rates do not adversely affect the net interest margin and cash flows. Interest rate swaps are used on a limited basis as part of this strategy. At present the Company has three outstanding swaps which are accounted for as fair value hedges of fixed rate loans. This accounting results in the changes in the fair values of the swaps and the hedged loans being offset against each other in current earnings.
The Company enters into foreign exchange derivative instruments as an accommodation to customers and offsets the related foreign exchange risk by entering into offsetting third-party forward contracts with approved reputable counterparties. In addition, the Company takes proprietary positions in such contracts based on market expectations. This trading activity is managed within a policy of specific controls and limits.
Additionally, interest rate lock commitments issued on residential mortgage loans intended to be held for resale are considered derivative instruments. The interest rate exposure on these commitments is economically hedged primarily with forward sale contracts in the secondary market.
19
The Company is exposed to credit risk in the event of nonperformance by counterparties to financial instruments. The Company controls the credit risk of its financial contracts through credit approvals, limits and monitoring procedures. Because the Company generally enters into transactions only with high quality counterparties, losses associated with counterparty nonperformance on derivative financial instruments have been immaterial.
The following table summarizes the notional amounts and estimated fair values of the Companys derivative instruments at September 30, 2001. Notional amount, along with the other terms of the derivative, is used to determine the amounts to be exchanged between the counterparties. Because the notional amount does not represent amounts exchanged by the parties, it is not a measure of loss exposure related to the use of derivatives nor of exposure to liquidity risk. Positive fair values are recorded in other assets and negative fair values are recorded in other liabilities in the September 30, 2001, balance sheet.
Notional
Amount
Positive
Fair Value
Negative
Fair Value
(In thousands)
Int
erest rate swaps
$ 25,291
$
$(1,244
)
Fo
reign exchange contracts:
Fo
rward contracts
196,546
7,083
(6,970
)
Op
tions written/purchased
1,935
1
(1
)
Mo
rtgage loan commitments
20,162
412
Mo
rtgage loan forward sale contracts
39,244
11
(260
)
To
tal at September 30, 2001
$283,178
$7,507
$(8,475
)
Quantitative and Qualitative Disclosures about Market Risk
Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. The Companys assets and liabilities are principally financial in nature and the resulting net interest income thereon is subject to changes in market interest rates and the mix of various assets and liabilities. Interest rates in the financial markets affect the Companys decisions on pricing its assets and liabilities which impacts net interest income, a significant cash flow source for the Company. As a result, a substantial portion of the Companys risk management activities relates to managing interest rate risk.
The objective of the Companys Asset/Liability Management Committee is to manage interest rate risk and achieve reasonable stability in net interest income throughout interest rate cycles. It monitors the interest rate sensitivity of the Companys balance sheet monthly using earnings simulation models and interest sensitivity GAP analysis. Using these tools, management attempts to optimize the asset/liability mix to minimize the impacts of significant rate movements within a broad range of interest rate scenarios.
Simulation models are prepared to determine the impact on net interest income for the coming twelve months under several interest rate scenarios. One such scenario uses rates and volumes at September 30, 2001 for the twelve month projection. When this position is subjected to graduated shifts in interest rates, the expected annual impact to the Companys net interest income is as follows:
Scenario
$ in
millions
% of Net
Interest Income
200
basis points rising
$.7
.1
%
100
basis points rising
.5
.1
100
basis points falling
.7
.2
200
basis points falling
(.2
)
(.1
)
Currently, the Company does not have significant risks related to foreign exchange, commodities or equity exposures.
20
Impact of Accounting Standards
Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations, applies to all combinations initiated after June 30, 2001. It requires that all business combinations be accounted for by a single methodthe purchase method. Prior to this standard, business combinations were accounted for using one of two methods, the pooling-of-interests method (pooling method) or the purchase method. The pooling method, required if certain criteria were met, involved joining the balance sheets of the combining entities with no adjustments to assets or liabilities. The purchase method requires the acquiring entity to allocate the cost of an acquired entity to the assets acquired and liabilities assumed based on their estimated fair values at date of acquisition, and the excess of the cost over the net amounts assigned to assets acquired and liabilities assumed to be recognized as goodwill.
SFAS No. 141 required disclosure of the primary reasons for the business combination and the allocation of the purchase price among the acquired assets and liabilities. When the amounts of goodwill and intangible assets acquired are significant, additional disclosure about those assets is required. Additional guidance on the identification and recognition of intangible assets is provided in the Statement.
SFAS No. 142, Goodwill and Other Intangible Assets will be adopted by the Company on January 1, 2002. This Statement addresses the accounting and reporting for acquired goodwill and other intangible assets. Goodwill shall not be amortized after December 31, 2001. It shall be tested for impairment at a reporting unit level, under certain circumstances. Intangible assets with definite useful lives shall be amortized over their respective estimated useful lives to the estimated residual values, and reviewed for impairment.
In connection with the transitional goodwill impairment evaluation, SFAS No. 142 requires the Company to assess whether there is an indication that goodwill is impaired as of the date of adoption. This assessment is a two step process. The first step is to compare the fair value of the reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step of the test must be performed. The second step is to compare the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss shall be recognized in an amount equal to that excess.
As of the date of adoption, the Company expects to have unamortized goodwill of approximately $44.0 million and unamortized identifiable intangible assets of approximately $6.6 million which will be subject to the transition provisions of SFAS No. 141 and 142. Amortization expense related to goodwill was $3.5 million and $3.6 million for the nine months ended September 30, 2001 and 2000, respectively. Due to the extensive effort required to comply with the Statement, it is not possible at this time to reasonably estimate the effect of adoption, including whether any transitional impairment loss adjustments will be required to be recorded as a cumulative effect of a change in accounting principle.
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, will be adopted by the Company on January 1, 2002. This Statement establishes a single accounting model for all long-lived assets to be disposed of by sale, which is to measure a long-lived asset classified as held for sale at the lower of its carrying amount or fair value less cost to sell and to cease depreciation. The Statement also establishes criteria to determine when a long-lived asset is held for sale and provides additional guidance on accounting for such in specific circumstances. The Company does not anticipate that the adoption of the new Statement will have a significant effect on earnings or the financial position of the Company.
Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995
This report contains forward-looking statements within the meaning of the federal securities laws. Such statements are subject to certain risks and uncertainties, including changes in economic conditions in the Companys market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Companys market area, and competition, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected.
21
AVERAGE BALANCE SHEETSAVERAGE RATES AND YIELDS
Nine Months Ended September 30, 2001 and 2000
Nine Months 2001
Nine Months 2000
Average
Balance
Interest
Income/
Expense
Avg. Rates
Earned/
Paid
Average
Balance
Interest
Income/
Expense
Avg. Rates
Earned/
Paid
(Dollars in thousands)
AS
SETS:
Lo
ans:
Bu
siness (A)
$ 2,599,407
$136,665
7.03
%
$ 2,617,277
$159,302
8.13
%
Co
nstruction and development
407,961
23,500
7.70
383,366
24,960
8.70
Re
al estatebusiness
1,376,225
79,269
7.70
1,265,537
77,986
8.23
Re
al estatepersonal
1,354,568
75,401
7.44
1,418,408
78,484
7.39
Per
sonal banking
1,618,173
98,947
8.18
1,591,185
99,840
8.38
Cre
dit card
491,205
48,573
13.22
496,388
52,035
14.00
To
tal loans
7,847,539
462,355
7.88
7,772,161
492,607
8.47
Inv
estment securities:
U.S
. government & federal agency
850,191
36,623
5.76
960,807
44,293
6.16
Sta
te & municipal obligations (A)
58,247
3,302
7.58
74,138
4,341
7.82
CM
Os and asset-backed securities
1,097,994
50,510
6.15
1,063,457
49,494
6.22
Tra
ding securities
16,745
741
5.92
11,047
552
6.68
Oth
er marketable securities (A)
119,118
4,293
4.82
85,349
4,286
6.71
No
n-marketable securities
54,422
2,049
5.03
50,569
2,027
5.35
To
tal investment securities
2,196,717
97,518
5.94
2,245,367
104,993
6.25
Fed
eral funds sold and securities purchased under
agreements to resell
623,101
20,777
4.46
231,965
10,986
6.33
To
tal interest earning assets
10,667,357
580,650
7.28
10,249,493
608,586
7.93
Le
ss allowance for loan losses
(129,980
)
(125,213
)
Un
realized gain (loss) on investment securities
44,656
(8,824
)
Ca
sh and due from banks
533,564
537,020
La
nd, buildings and equipment, net
279,288
241,993
Oth
er assets
175,503
172,112
To
tal assets
$11,570,388
$11,066,581
LI
ABILITIES AND EQUITY:
Int
erest bearing deposits:
Sav
ings
$ 321,240
2,813
1.17
$ 321,402
4,186
1.74
Int
erest bearing demand
5,143,069
83,233
2.16
4,925,498
106,867
2.90
Tim
e open & C.D.s of less than $100,000
2,252,089
93,959
5.58
2,070,487
82,124
5.30
Tim
e open & C.D.s of $100,000 and over
514,635
21,383
5.56
321,805
13,052
5.42
To
tal interest bearing deposits
8,231,033
201,388
3.27
7,639,192
206,229
3.61
Bo
rrowings:
Fed
eral funds purchased and securities sold under
agreements to repurchase
594,981
16,813
3.78
826,073
35,593
5.76
Lo
ng-term debt and other borrowings (B)
256,339
10,277
5.36
78,576
3,567
6.06
To
tal borrowings
851,320
27,090
4.25
904,649
39,160
5.78
To
tal interest bearing liabilities
9,082,353
228,478
3.36
%
8,543,841
245,389
3.84
%
No
n-interest bearing demand deposits
1,149,358
1,341,155
Oth
er liabilities
135,060
89,314
Sto
ckholders equity
1,203,617
1,092,271
To
tal liabilities and equity
$11,570,388
$11,066,581
Ne
t interest margin (T/E)
$352,172
$363,197
Ne
t yield on interest earning assets
4.41
%
4.73
%
(A)
Stated on a tax equivalent basis using a federal income tax rate of 35%.
(B)
Interest expense capitalized on construction projects is not deducted from the interest expense shown above.
22
AVERAGE BALANCE SHEETSAVERAGE RATES AND YIELDS
Three Months Ended September 30, 2001 and 2000
Third Quarter 2001
Third Quarter 2000
Average
Balance
Interest
Income/
Expense
Avg. Rates
Earned/
Paid
Average
Balance
Interest
Income/
Expense
Avg. Rates
Earned/
Paid
(Dollars in thousands)
AS
SETS:
Lo
ans:
Bu
siness (A)
$ 2,476,368
$ 39,459
6.32
%
$ 2,622,781
$ 55,089
8.36
%
Co
nstruction and development
414,146
7,552
7.23
396,781
9,063
9.09
Re
al estatebusiness
1,421,017
26,147
7.30
1,257,970
26,665
8.43
Re
al estatepersonal
1,319,655
23,987
7.21
1,433,468
26,772
7.43
Per
sonal banking
1,644,963
31,874
7.69
1,618,746
34,861
8.57
Cre
dit card
483,560
14,754
12.10
498,299
18,206
14.54
To
tal loans
7,759,709
143,773
7.35
7,828,045
170,656
8.67
Inv
estment securities:
U.S
. government & federal agency
950,412
12,380
5.17
840,932
12,990
6.15
Sta
te & municipal obligations (A)
55,355
1,082
7.75
71,810
1,374
7.61
CM
Os and asset-backed securities
1,281,636
19,346
5.99
1,013,601
15,753
6.18
Tra
ding securities
15,305
227
5.88
11,724
203
6.89
Oth
er marketable securities (A)
143,159
1,327
3.68
84,302
1,470
6.94
No
n-marketable securities
57,098
850
5.91
64,850
913
5.60
To
tal investment securities
2,502,965
35,212
5.58
2,087,219
32,703
6.23
Fed
eral funds sold and securities purchased under agreements to
resell
697,730
6,300
3.58
249,194
4,198
6.70
To
tal interest earning assets
10,960,404
185,285
6.71
10,164,458
207,557
8.12
Le
ss allowance for loan losses
(130,356
)
(127,191
)
Un
realized gain (loss) on investment securities
53,267
(6,959
)
Ca
sh and due from banks
531,982
522,751
La
nd, buildings and equipment, net
297,544
246,592
Oth
er assets
175,472
164,735
To
tal assets
$11,888,313
$10,964,386
LI
ABILITIES AND EQUITY:
Int
erest bearing deposits:
Sav
ings
$ 330,514
738
.89
$ 314,346
1,381
1.75
Int
erest bearing demand
5,468,739
22,137
1.61
4,841,321
37,072
3.05
Tim
e open & C.D.s of less than $100,000
2,299,700
30,495
5.26
2,049,438
28,736
5.58
Tim
e open & C.D.s of $100,000 and over
545,203
7,038
5.12
333,625
4,584
5.47
To
tal interest bearing deposits
8,644,156
60,408
2.77
7,538,730
71,773
3.79
Bo
rrowings:
Fed
eral funds purchased and securities sold under agreements to
repurchase
629,371
4,585
2.89
795,712
12,235
6.12
Lo
ng-term debt and other borrowings (B)
326,138
3,722
4.53
125,091
2,079
6.61
To
tal borrowings
955,509
8,307
3.45
920,803
14,314
6.18
To
tal interest bearing liabilities
9,599,665
68,715
2.84
%
8,459,533
86,087
4.05
%
No
n-interest bearing demand deposits
914,871
1,311,248
Oth
er liabilities
140,248
91,225
Sto
ckholders equity
1,233,529
1,102,380
To
tal liabilities and equity
$11,888,313
$10,964,386
Ne
t interest margin (T/E)
$116,570
$121,470
Ne
t yield on interest earning assets
4.22
%
4.75
%
(A)
Stated on a tax equivalent basis using a federal income tax rate of 35%.
(B)
Interest expense capitalized on construction projects is not deducted from the interest expense shown above.
23