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Watchlist
Account
Commerce Bancshares
CBSH
#2462
Rank
$7.50 B
Marketcap
๐บ๐ธ
United States
Country
$51.45
Share price
-1.47%
Change (1 day)
-16.83%
Change (1 year)
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Annual Reports (10-K)
Commerce Bancshares
Quarterly Reports (10-Q)
Submitted on 2001-08-13
Commerce Bancshares - 10-Q quarterly report FY
Text size:
Small
Medium
Large
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(M
ark One)
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 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 August 7, 2001, the registrant had outstanding 62,764,947 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 June 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:
Co
nsolidated Balance Sheets
Schedule 2:
Co
nsolidated Statements of Income
Schedule 3:
Co
nsolidated Statements of Changes in Stockholders Equity
Schedule 4:
Co
nsolidated Statements of Cash Flows
Schedule 5:
No
tes to Consolidated Financial Statements
Schedule 6:
Ma
nagements Discussion and Analysis of Financial Condition and Results of
Operations, including Quantitative and Qualitative Disclosures about Market Risk
Part II: OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The annual meeting of shareholders of Commerce Bancshares, Inc. was held on April 18, 2001. Proxies for the meeting were solicited pursuant to Regulation 14 of the Securities Exchange Act of 1934, and there was no solicitation in opposition to managements nominees, as listed in the proxy statement. The five nominees for the five directorships (constituting one-third of the Board of Directors) being elected at this meeting received the following votes:
Name of Director
Votes For
Votes Withheld
Da
vid W. Kemper
53,371,845
202,232
Th
omas A. McDonnell
53,290,931
283,146
Be
njamin F. Rassieur, III
53,375,195
198,882
An
drew C. Taylor
43,210,149
10,363,928
Ro
bert H. West
53,381,537
192,540
Item 6. Exhibits and Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June 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
OMMERCE
B
ANCSHARES
, I
NC
.
/
S
/ J. D
ANIEL
S
TINNETT
By
J. Daniel Stinnett
Vice President & Secretary
Da
te: August 10, 2001
/
S
/ J
EFFERY
D. A
BERDEEN 
By
Jeffery D. Aberdeen
Controller
(Chief Accounting Officer)
Da
te: August 10, 2001
Schedule 1
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30
2001
December 31
2000
(Unaudited)
(In thousands)
AS
SETS
Lo
ans, net of unearned income
$ 7,791,411
$ 7,906,665
All
owance for loan losses
(131,109)
(128,445)
Ne
t loans
7,660,302
7,778,220
Inv
estment securities:
Av
ailable for sale
2,283,513
1,864,991
Tra
ding
21,409
20,674
No
n-marketable
54,554
55,238
To
tal investment securities
2,359,476
1,940,903
Fed
eral funds sold and securities purchased under agreements to resell
546,380
241,835
Ca
sh and due from banks
664,863
616,724
La
nd, buildings and equipment, net
292,932
257,629
Go
odwill and core deposit premium, net
54,405
58,182
Oth
er assets
161,047
221,624
To
tal assets
$11,739,405
$11,115,117
LI
ABILITIES AND STOCKHOLDERS EQUITY
De
posits:
No
n-interest bearing demand
$ 1,154,334
$ 1,564,907
Sav
ings and interest bearing demand
5,554,885
5,049,729
Tim
e open and C.D.s of less than $100,000
2,283,035
2,081,057
Tim
e open and C.D.s of $100,000 and over
531,600
386,045
To
tal deposits
9,523,854
9,081,738
Fed
eral funds purchased and securities sold under agreements to repurchase
669,779
543,874
Lo
ng-term debt and other borrowings
193,092
224,684
Ac
crued interest, taxes and other liabilities
133,695
121,066
To
tal liabilities
10,520,420
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
149,409
147,436
Re
tained earnings
745,760
671,147
Tre
asury stock of 618,849 shares in 2001 and 78,513 shares in 2000, at cost
(22,129)
(2,895)
Oth
er
(2,141)
(1,179)
Ac
cumulated other comprehensive income
30,300
15,967
To
tal stockholders equity
1,218,985
1,143,755
To
tal liabilities and stockholders equity
$11,739,405
$11,115,117
See accompanying notes to consolidated financial statements.
Schedule 2
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months
Ended June 30
For the Six Months
Ended June 30
2001
2000
2001
2000
(Unaudited)
(In thousands, except per share data)
IN
TEREST INCOME
Int
erest and fees on loans
$153,586
$164,655
$317,968
$321,373
Int
erest on investment securities
32,714
34,139
61,466
71,141
Int
erest on federal funds sold and securities purchased under agreements to resell
6,426
3,678
14,477
6,788
To
tal interest income
192,726
202,472
393,911
399,302
IN
TEREST EXPENSE
Int
erest on deposits:
Sav
ings and interest bearing demand
27,367
37,099
63,171
72,600
Tim
e open and C.D.s of less than $100,000
32,046
26,813
63,464
53,388
Tim
e open and C.D.s of $100,000 and over
7,428
4,606
14,345
8,468
Int
erest on federal funds purchased and securities sold under agreements to repurchase
5,439
11,663
12,228
23,358
Int
erest on long-term debt and other borrowings
2,797
1,281
6,158
1,285
To
tal interest expense
75,077
81,462
159,366
159,099
Ne
t interest income
117,649
121,010
234,545
240,203
Pro
vision for loan losses
7,992
10,211
17,522
18,876
Ne
t interest income after provision for loan losses
109,657
110,799
217,023
221,327
NO
N-INTEREST INCOME
Tru
st fees
16,790
14,353
31,992
28,587
De
posit account charges and other fees
21,355
17,909
40,584
34,491
Cre
dit card transaction fees
13,695
12,362
26,402
23,554
Tra
ding revenue
3,578
2,325
7,430
4,710
Ne
t gains on securities transactions
510
506
1,747
505
Oth
er
14,748
16,536
29,385
28,940
To
tal non-interest income
70,676
63,991
137,540
120,787
NO
N-INTEREST EXPENSE
Sal
aries and employee benefits
58,772
54,963
116,685
109,826
Ne
t occupancy
7,550
7,374
15,988
14,851
Eq
uipment
5,527
5,298
11,155
10,437
Su
pplies and communication
8,600
8,062
16,610
16,659
Da
ta processing
9,637
9,579
18,518
18,619
Ma
rketing
3,571
3,319
6,388
6,469
Go
odwill and core deposit amortization
1,853
2,018
3,777
4,073
Oth
er
16,209
14,985
30,734
29,624
To
tal non-interest expense
111,719
105,598
219,855
210,558
Inc
ome before income taxes
68,614
69,192
134,708
131,556
Le
ss income taxes
22,831
23,589
45,048
44,698
Ne
t income
$ 45,783
$ 45,603
$ 89,660
$ 86,858
Ne
t income per sharebasic
$ .72
$ .71
$ 1.42
$ 1.34
Ne
t income per sharediluted
$ .72
$ .70
$ 1.41
$ 1.33
See accompanying notes to consolidated financial statements.
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
$1,143,755
Ne
t income
89,660
89,660
Ch
ange in unrealized gain (loss) on available for sale securities
14,250
14,250
To
tal comprehensive income
103,910
Po
oling acquisition
876,750
4,384
5,414
5,198
83
15,079
Pu
rchase of treasury stock
(29,684)
(29,684)
Iss
uance of stock under purchase, option and benefit plans
2,982
15
(4,160)
10,068
5,923
Iss
uance of stock under restricted stock award plan
21,564
108
719
382
(1,209)
Re
stricted stock award amortization
247
247
Ca
sh dividends paid ($.32 per share)
(20,245)
(20,245)
Ba
lance June 30, 2001
63,557,187
$317,786
$149,409
$745,760
$(22,129)
$(2,141)
$30,300
$1,218,985
Ba
lance January 1, 2000
62,428,078
$312,140
$129,173
$642,746
$ (2,089)
$ (916)
$ (1,222
)
$1,079,832
Ne
t income
86,858
86,858
Ch
ange in unrealized gain (loss) on available for sale securities
(6,837
)
(6,837)
To
tal comprehensive income
80,021
Pu
rchase of treasury stock
(46,578)
(46,578)
Iss
uance of stock under purchase, option and benefit plans
(452)
1,646
1,194
Iss
uance of stock under restricted stock award plan
(30)
499
(469)
Re
stricted stock award amortization
106
106
Ca
sh dividends paid ($.295 per share)
(19,040)
(19,040)
Ba
lance June 30, 2000
62,428,078
$312,140
$128,691
$710,564
$(46,522)
$(1,279)
$ (8,059
)
$1,095,535
See accompanying notes to consolidated financial statements
Schedule 4
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months
Ended June 30
2001
2000
(Unaudited)
(In thousands)
OP
ERATING ACTIVITIES:
Ne
t income
$ 89,660
$ 86,858
Ad
justments to reconcile net income to net cash provided by operating activities:
Pro
vision for loan losses
17,522
18,876
Pro
vision for depreciation and amortization
18,428
18,337
Ac
cretion of investment security discounts
(846)
(1,173)
Am
ortization of investment security premiums
4,764
5,010
Ne
t gains on sales of investment securities (A)
(1,747)
(505)
Ne
t (increase) decrease in trading securities
(10,198)
14,495
Inc
rease in interest receivable
(152)
(4,287)
Inc
rease (decrease) in interest payable
(1,719)
499
Oth
er changes, net
845
(22,052)
Ne
t cash provided by operating activities
116,557
116,058
IN
VESTING ACTIVITIES:
Ca
sh received in acquisition
15,035
Ca
sh paid in sale of branch
(6,353)
Pro
ceeds from sales of investment securities (A)
229,084
3,930
Pro
ceeds from maturities of investment securities (A)
635,173
771,358
Pu
rchases of investment securities (A)
(1,207,205)
(444,272)
Ne
t increase in federal funds sold and securities purchased under agreements to resell
(290,920)
(33,356)
Ne
t (increase) decrease in loans
291,918
(277,441)
Pu
rchases of land, buildings and equipment
(44,124)
(21,578)
Sal
es of land, buildings and equipment
1,996
1,711
Ne
t cash used in investing activities
(369,043)
(6,001
)
FIN
ANCING ACTIVITIES:
Ne
t increase in non-interest bearing demand, savings, and interest bearing demand deposits
77,719
19,545
Ne
t increase (decrease) in time open and C.D.s
196,875
(31,715)
Ne
t increase (decrease) in federal funds purchased and securities sold under agreements to repurchase
121,869
(176,509)
Re
payment of long-term debt
(50,490)
(464)
Ad
ditional borrowings
100,000
Pu
rchases of treasury stock
(29,684)
(46,578)
Iss
uance of stock under purchase, option and benefit plans
4,581
1,097
Ca
sh dividends paid on common stock
(20,245)
(19,040)
Ne
t cash provided by (used in) financing activities
300,625
(153,664)
Inc
rease (decrease) in cash and cash equivalents
48,139
(43,607)
Ca
sh and cash equivalents at beginning of year
616,724
685,157
Ca
sh and cash equivalents at June 30
$ 664,863
$641,550
(A
) Available for sale and non-marketable securities
Ne
t income tax payments
$ 46,222
$ 46,439
Int
erest paid on deposits and borrowings
$ 161,085
$158,629
See accompanying notes to consolidated financial statements.
Schedule 5
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 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 six month period ended June 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 to stockholders to which reference is made.
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 June 30
For the Six Months
Ended June 30
2001
2000
2001
2000
(In thousands)
Ba
lance, beginning of period
$131,080
$124,803
$128,445
$123,042
Ad
ditions:
All
owance for loan losses of acquired bank
2,519
Pro
vision for loan losses
7,992
10,211
17,522
18,876
To
tal additions
7,992
10,211
20,041
18,876
De
ductions:
Lo
an losses
11,243
10,492
24,493
20,244
Le
ss recoveries on loans
3,280
2,502
7,116
5,350
Ne
t loan losses
7,963
7,990
17,377
14,894
Ba
lance, June 30
$131,109
$127,024
$131,109
$127,024
At June 30, 2001, non-performing assets were $26,629,000, consisting of $24,458,000 in non-accrual loans and $2,171,000 in foreclosed real estate. Non-performing assets were .34% of total loans and .23% 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 $20,268,000 at June 30, 2001, compared to $26,670,000 at December 31, 2000.
4. Investment Securities
Investment securities, at fair value, consist of the following at June 30, 2001 and December 31, 2000.
June 30
2001
December 31
2000
(In thousands)
Av
ailable for sale:
U.S
. government and federal agency obligations
$ 963,613
$ 749,620
Sta
te and municipal obligations
57,513
62,734
CM
Os and asset-backed securities
1,098,473
908,220
Oth
er debt securities
113,942
99,731
Eq
uity securities
49,972
44,686
Tra
ding
21,409
20,674
No
n-marketable
54,554
55,238
To
tal investment securities
$2,359,476
$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
June 30
For the Six
Months Ended
June 30
2001
2000
2001
2000
(In thousands)
We
ighted average common shares outstanding
63,050
64,273
62,962
64,716
Sto
ck options
676
696
775
651
63,726
64,969
63,737
65,367
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
June 30
For the Six
Months Ended
June 30
2001
2000
2001
2000
(In thousands)
Un
realized holding gains (losses)
$(1,310)
$(9,516)
$27,797
$(10,935)
Re
classification adjustment for gains included in net income
(2,425)
(258)
(4,820)
(258)
Ne
t unrealized gains (losses) on securities
(3,735)
(9,774)
22,977
(11,193)
Inc
ome tax expense (benefit)
(1,409)
(3,828)
8,727
(4,356)
Ot
her comprehensive income (loss)
$(2,326)
$(5,946)
$14,250
$(6,837)
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)
Six
Months Ended June 30, 2001
Ne
t interest income after loan loss expense
$ 6,621
$155,158
$ (6,647
)
$155,132
$61,891
$217,023
Co
st of funds allocation
130,729
(75,351
)
10,406
65,784
(65,784
)
No
n-interest income
71,705
16,591
41,426
129,722
7,818
137,540
To
tal net revenue
209,055
96,398
45,185
350,638
3,925
354,563
No
n-interest expense
133,156
46,493
28,851
208,500
11,355
219,855
Inc
ome before income taxes
$ 75,899
$ 49,905
$16,334
$142,138
$ (7,430
)
$134,708
Six
Months Ended June 30, 2000
Ne
t interest income after loan loss expense
$ 11,923
$160,823
$ (6,986
)
$165,760
$55,567
$221,327
Co
st of funds allocation
115,981
(76,635
)
10,156
49,502
(49,502
)
No
n-interest income
66,494
14,130
35,967
116,591
4,196
120,787
To
tal net revenue
194,398
98,318
39,137
331,853
10,261
342,114
No
n-interest expense
125,892
42,297
27,585
195,774
14,784
210,558
Inc
ome before income taxes
$ 68,506
$ 56,021
$11,552
$136,079
$ (4,523
)
$131,556
Th
ree Months Ended June 30, 2001
Ne
t interest income after loan loss expense
$ 4,972
$ 75,141
$ (3,117
)
$ 76,996
$32,661
$109,657
Co
st of funds allocation
68,808
(34,463
)
4,984
39,329
(39,329
)
No
n-interest income
36,096
8,775
21,033
65,904
4,772
70,676
To
tal net revenue
109,876
49,453
22,900
182,229
(1,896
)
180,333
No
n-interest expense
68,749
23,315
14,580
106,644
5,075
111,719
Inc
ome before income taxes
$ 41,127
$ 26,138
$ 8,320
$ 75,585
$ (6,971
)
$ 68,614
Th
ree Months Ended June 30, 2000
Ne
t interest income after loan loss expense
$ 6,307
$ 82,399
$ (3,853
)
$ 84,853
$25,946
$110,799
Co
st of funds allocation
59,324
(40,582
)
5,472
24,214
(24,214
)
No
n-interest income
36,968
7,257
17,850
62,075
1,916
63,991
To
tal net revenue
102,599
49,074
19,469
171,142
3,648
174,790
No
n-interest expense
63,561
21,373
13,689
98,623
6,975
105,598
Inc
ome before income taxes
$ 39,038
$ 27,701
$ 5,780
$ 72,519
$ (3,327
)
$ 69,192
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.
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 June 30, 2001, the Company had two 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.
Schedule 6
COMMERCE BANCSHARES, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
June 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 six month period ended June 30, 2001 are not necessarily indicative of results to be attained for any other period.
Three Months
Ended June 30
Six Months
Ended June 30
2001
2000
2001
2000
Pe
r Share Data
Ne
t incomebasic
$ .72
$ .71
$ 1.42
$ 1.34
Ne
t incomediluted
.72
.70
1.41
1.33
Ca
sh dividends
.160
.148
.320
.295
Bo
ok value
19.39
17.14
Ma
rket price
36.90
28.33
Sel
ected Ratios
(Ba
sed on average balance sheets)
Lo
ans to deposits
83.39
%
86.65
%
84.96
%
85.60
%
No
n-interest bearing deposits to total deposits
13.49
14.80
13.66
14.99
Eq
uity to loans
15.29
13.97
15.06
14.04
Eq
uity to deposits
12.75
12.10
12.79
12.02
Eq
uity to total assets
10.40
9.84
10.42
9.78
Re
turn on total assets
1.58
1.65
1.58
1.57
Re
turn on realized stockholders equity
15.60
16.71
15.54
15.98
Re
turn on total stockholders equity
15.23
16.79
15.21
16.07
(Ba
sed on end-of-period data)
Eff
iciency ratio
58.50
56.14
58.35
57.28
Tie
r I capital ratio
12.82
11.75
To
tal capital ratio
14.21
13.08
Le
verage ratio
9.88
9.42
Summary
Three Months Ended June 30
Six Months Ended June 30
2001
2000
% Change
2001
2000
% Change
(Dollars in thousands)
Ne
t interest income
$117,649
$121,010
(2.8
)%
$234,545
$240,203
(2.4
)%
Pro
vision for loan losses
(7,992
)
(10,211
)
(21.7
)
(17,522
)
(18,876
)
(7.2
)
No
n-interest income
70,676
63,991
10.4
137,540
120,787
13.9
No
n-interest expense
(111,719
)
(105,598
)
5.8
(219,855
)
(210,558
)
4.4
Inc
ome taxes
(22,831
)
(23,589
)
(3.2
)
(45,048
)
(44,698
)
.8
Ne
t income
$ 45,783
$ 45,603
.4
%
$ 89,660
$ 86,858
3.2
%
Consolidated net income for the second quarter of 2001 was $45.8 million; a $180 thousand, or .4%, increase over the second quarter of 2000. Diluted earnings per share increased 2.9% to $.72 for the second quarter of 2001, compared to $.70 for the second quarter of 2000. Non-interest income increased 10.4%, while net interest income declined 2.8% and non-interest expense increased 5.8% compared to last year. Return on average assets for the quarter was 1.58% compared to 1.65% for the second quarter of 2000. Return on average realized stockholders equity declined to 15.60% from 16.71% in the same quarter of last year. The Companys efficiency ratio was 58.50% for the second quarter of 2001 compared to 56.14% for the second quarter of 2000.
Consolidated net income for the first six months of 2001 was $89.7 million, a 3.2% increase over the first six months of 2000. Diluted earnings per share was $1.41 compared to $1.33 for the first six months of last year. Non-interest income improved in key sources of fee income, including credit card, trust, deposit account, and trading income, resulting in an overall increase of 13.9%. Non-interest expense increased 4.4% over the first six months of 2000, mainly in salaries and employee benefits.
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.
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.
Analysis of Changes in Net Interest Income
Three Months Ended
June 30, 2001 vs. 2000
Six Months Ended
June 30, 2001 vs. 2000
Change due to
Change due to
Average
Volume
Average
Rate
Total
Average
Volume
Average
Rate
Total
(In thousands)
Int
erest income, fully taxable equivalent basis:
Lo
ans
$1,536
$(12,579)
$(11,043)
$ 6,132
$ (9,501)
$ (3,369)
Inv
estment securities:
U.S
. government and federal agency securities
(1,091)
(405)
(1,496)
(6,786)
(274)
(7,060)
Sta
te and municipal obligations
(323)
(16)
(339)
(613)
(134)
(747)
CM
Os and asset-backed securities
470
(156)
314
(2,595)
18
(2,577)
Oth
er securities
487
(495)
(8)
1,156
(756)
400
Fed
eral funds sold and securities purchased under agreements to resell
5,928
(3,180)
2,748
11,387
(3,698)
7,689
To
tal interest income
7,007
(16,831)
(9,824)
8,681
(14,345)
(5,664)
Int
erest expense:
De
posits:
Sav
ings
2
(572)
(570)
(73)
(657)
(730)
Int
erest bearing demand
1,022
(10,184)
(9,162)
1,146
(9,845)
(8,699)
Tim
e open & C.D.s of less than $100,000
2,795
2,438
5,233
3,791
6,285
10,076
Tim
e open & C.D.s of $100,000 and over
2,907
(85)
2,822
4,950
927
5,877
Fed
eral funds purchased and securities sold under agreements to repurchase
(3,412)
(2,812)
(6,224)
(7,998)
(3,132)
(11,130)
Lo
ng-term debt and other borrowings
1,965
(245)
1,720
4,530
537
5,067
To
tal interest expense
5,279
(11,460)
(6,181)
6,346
(5,885)
461
Ne
t interest income, fully taxable equivalent basis
$1,728
$ (5,371)
$ (3,643)
$ 2,335
$ (8,460)
$ (6,125)
Net interest income for the second quarter of 2001 was $117.6 million, a 2.8% decrease from the second quarter of 2000. The net interest rate margin was 4.44% in the second quarter of 2001 compared with 4.77% in the second quarter of 2000 and 4.59% in the first quarter of 2001. After adjusting for consistent days between quarters and certain non-recurring items, the net interest rate margin was 4.81% in the fourth quarter of 2000, 4.58% in the first quarter of 2001, and 4.45% in the second quarter of 2001. This trend reflects a slowing in the rate of decline in net interest income during the current quarter and is reflective of the Companys ability to manage its interest sensitivity position.
Net interest income was $234.5 million in the first six months of 2001, which was a 2.4% decrease from 2000. The six month net interest rate margin was 4.52% in 2001 compared to 4.72% in 2000.
Total interest income decreased $9.7 million, or 4.8%, from the second quarter of 2000, mainly due to a decline in both the prime rate and the federal funds rate. This caused a significant portion of the loan portfolio to re-price downward, with a decrease of 65 basis points in average rates earned on loans. Average rates earned on short-term investments in federal funds sold and securities purchased under resell agreements fell 206 basis points. Partially offsetting these declines was an increase of $357.3 million invested in average federal funds sold and resell agreements. The average tax equivalent yield on interest earning assets was 7.27% for the second quarter of 2001 compared to 7.96% last year.
Compared to the first six months of 2000, total interest income decreased $5.4 million, or 1.4%. The decrease resulted mainly from a decline of $284.3 million in the average balance of investment securities, a decrease of 22 basis points in average loan rates earned, and a decrease of 112 basis points earned on short-term investments in federal funds sold. These decreases were partially offset by increases of $361.9 million in average short-term investments and $148.3 million in average loan balances.
For the three months ended June 30, 2001, total interest expense (net of capitalized interest) decreased $6.4 million, or 7.8%, compared to the same quarter last year. This was due mainly to a reduction in deposit rates in virtually all interest bearing demand deposit categories, in response to the interest rate reductions mentioned above. In addition, average balances declined in federal funds purchased and repurchase agreements, and rates also declined on those borrowings. These decreases to interest expense were partly offset by an increase of $425.1 million in the average balance of certificates of deposit (C.D.s) and higher average Federal Home Loan Bank (FHLB) borrowings. The average cost of funds was 3.36% for the second quarter of 2001, compared to 3.82% for the second quarter of 2000.
Total interest expense increased $267 thousand, or .2%, in the first six months of 2001 compared to 2000. Most of the same trends noted in the above quarterly comparison were also present in the year to year comparison. Higher C.D. balances, higher rates paid on C.D.s, and higher FHLB borrowings contributed to most of the increase in interest expense, partly offset by declines in rates paid on demand deposits and average borrowings of federal funds purchased and repurchase agreements. The overall average cost of funds decreased from 3.73% in 2000 to 3.65% 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 June 30
Six Months Ended June 30
2001
2000
% Change
2001
2000
% Change
(Dollars in thousands)
Tru
st fees
$16,790
$14,353
17.0
%
$ 31,992
$ 28,587
11.9
%
De
posit account charges and other fees
21,355
17,909
19.2
40,584
34,491
17.7
Cre
dit card transaction fees
13,695
12,362
10.8
26,402
23,554
12.1
Tra
ding revenue
3,578
2,325
53.9
7,430
4,710
57.7
Ne
t gains on securities transactions
510
506
.8
1,747
505
245.9
Oth
er
14,748
16,536
(10.8
)
29,385
28,940
1.5
To
tal non-interest income
$70,676
$63,991
10.4
%
$137,540
$120,787
13.9
%
As
a % of operating income (net interest incomeplus non-interest income)
37.5
%
34.6
%
37.0
%
33.5
%
Non-interest income for the six months ended June 30, 2001, increased $16.8 million over the same period last year. Credit card transaction fees rose $2.8 million due mainly to strong debit card fees and higher merchant and cardholder fees. Deposit account charges and other fees grew $6.1 million mainly due to higher fees earned on corporate cash management services and overdraft fees. Trust fees increased $3.4 million, due to improving personal trust fees and a higher than normal fee on a probate account. Also, pricing adjustments to certain trust accounts, instituted in the third quarter of 2000, contributed to earnings growth. Trading revenue increased $2.7 million due to increased sales of fixed income securities to correspondent banks and other corporate customers. Net securities gains rose $1.2 million, due to gains on sales from the banks investment portfolios. Other income rose $445 thousand compared to last year. This increase was mainly due to income of $1.5 million realized in the restructuring of a venture capital limited partnership, which was entirely offset by expense related to the restructuring, and had no impact on net income. Also included in other income were declines in non-customer ATM fees, corporate sweep fees and brokerage-related fees.
Non-interest income increased $6.7 million in the second quarter of 2001 compared to the second quarter of 2000, with similar trends as noted above in credit card transaction fees, deposit account charges, trust fees and trading revenue. These increases were partly offset by a decline in other income of $1.8 million. Other income declined compared to the second quarter of 2000 partly because there were no student loans sold during the quarter and thus no related gains recognized. This compares with student loan sales in both the first quarter of this year and the second quarter of last year in which gains of $3.1 million and $3.8 million, respectively, were recognized. For the current quarter, other income included a gain of $1.5 million on the sale of a branch building, which compares to a similar $1.0 million gain on a branch sold in the second quarter of last year. Other income in the current quarter also included the partnership restructuring income mentioned above.
Non-Interest Expense
Three Months Ended June 30
Six Months Ended June 30
2001
2000
% Change
2001
2000
% Change
(Dollars in thousands)
Sal
aries and employee benefits
$ 58,772
$ 54,963
6.9
%
$116,685
$109,826
6.2
%
Ne
t occupancy
7,550
7,374
2.4
15,988
14,851
7.7
Eq
uipment
5,527
5,298
4.3
11,155
10,437
6.9
Su
pplies and communication
8,600
8,062
6.7
16,610
16,659
(.3
)
Da
ta processing
9,637
9,579
.6
18,518
18,619
(.5
)
Ma
rketing
3,571
3,319
7.6
6,388
6,469
(1.3
)
Go
odwill and core deposit amortization
1,853
2,018
(8.2
)
3,777
4,073
(7.3
)
Oth
er
16,209
14,985
8.2
30,734
29,624
3.7
To
tal non-interest expense
$111,719
$105,598
5.8
%
$219,855
$210,558
4.4
%
Fu
ll-time equivalent employees
5,125
5,101
.5
%
5,113
5,121
(.2
)%
Non-interest expense rose $9.3 million, or 4.4%, over the first six months of 2000. Salaries and employee benefits increased $6.9 million, or 6.2%, due to merit increases and higher social security taxes, partly offset by lower incentive expense. Occupancy expense rose $1.1 million, or 7.7%, mainly due to higher than usual costs for utilities and weather-related expenses incurred during the first part of 2001. Equipment costs increased $718 thousand mainly because of higher servicing and maintenance costs. Other expense increased $1.1 million over the first six months of 2000 mainly due to charges totaling $1.5 million related to the 2001 restructuring of the limited partnership referred to previously.
For the three months ended June 30, 2001, non-interest expense increased $6.1 million, or 5.8%, compared to the second quarter of 2000. Salaries and employee benefits increased $3.8 million, due to merit increases, additional staff, and social security taxes, partly offset by a decline in health care expense. Supplies and communication expense rose $538 thousand due to higher postage and office supplies expense. Smaller increases occurred in occupancy, equipment, marketing and data processing expense categories. Other expense increased $1.2 million over the second quarter of 2000 due mainly to the partnership restructuring expense, higher professional fees and software expense, offset by lower processing losses and sales tax expense.
The efficiency ratio was 58.17% (excluding the partnership restructuring adjustments) in the second quarter of 2001, compared to 56.14% in the second quarter of 2000 and 58.19% in the first quarter of 2001.
Allowance for Loan Losses
Three Months Ended
Six Months Ended
June 30
June 30, 2001
June 30, 2000
March 31, 2001
2001
2000
(Dollars in thousands)
Pro
vision for loan losses
$7,992
$10,211
$9,530
$17,522
$18,876
Ne
t charge-offs
7,963
7,990
9,414
17,377
14,894
Ne
t annualized charge-offs as a percentage of average loans
.40
%
.41
%
.48
%
.44
%
.39
%
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 judgments 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 $17.4 million in the first six months of 2001, a $2.5 million increase over the same period in the prior year. A $2.0 million increase in credit card loan net charge-offs contributed most of the increase. Total net charge-offs for the first six months of 2001 were .44% of total average loans, an increase compared to .39% for the same period in 2000.
Net loan charge-offs amounted to $8.0 million in the second quarters of 2001 and 2000, and $9.4 million in the first quarter of 2001. Compared with the first quarter of this year, net charge-offs decreased due to lower business loan net charge-offs of $1.6 million coupled with lower personal banking loan net charge-offs of $591 thousand. These lower net charge-offs were partially offset by higher credit card loan net charge-offs of $531 thousand. Total net charge-offs for the second quarter of 2001 were .40%, compared to .41% in the second quarter of 2000 and .48% in the first quarter of 2001. In the second quarter of 2001, net charge-offs on average credit card loans increased to 4.41%, compared with 3.89% in the first quarter of 2001. Also, personal banking loan net charge-offs decreased to .43% of average loans this quarter compared with .58% in the first quarter.
The provision for loan losses was $17.5 million in the first six months of 2001, a decrease of $1.4 million from the same period in 2000. The provision for loan losses for the second quarter 2001 totaled $8.0 million, down $1.5 million from the first quarter of 2001 and $2.2 million from the second quarter of 2000.
The allowance for loan losses as a percentage of loans outstanding was 1.68% at June 30, 2001, and represented 492% of non-performing assets. The Company considers the allowance for loan losses of $131.1 million adequate to cover losses inherent in loans at June 30, 2001.
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 are generally 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.
June 30, 2001
December 31, 2000
(In thousands)
No
n-accrual loans
$24,458
$19,617
Fo
reclosed real estate
2,171
1,707
To
tal non-performing assets
$26,629
$21,324
No
n-performing assets to total loans
.34
%
.27
%
No
n-performing assets to total assets
.23
%
.19
%
Lo
ans past due 90 days and still accruing interest
$20,268
$26,670
Non-performing assets amounted to $26.6 million at June 30, 2001 compared to $21.3 million at December 31, 2000, an increase of $5.3 million. This increase was mainly the result of a large business loan disclosed last quarter, which was placed on non-accrual and charged down by $2.0 million. There has been no further action taken on this loan, and during the current quarter non-accrual loans declined $2.4 million. Loans which were 90 or more days past due and still accruing interest totaled $20.3 million, a decrease of $6.4 million from year end totals, mainly in the personal banking loan category.
Income Taxes
The Companys income tax expense was $45.0 million for the first six months of 2001 and $44.7 million for the same period in 2000, resulting in effective tax rates of 33.4% and 34.0%, respectively. The 2001 second quarter effective tax rate was 33.3% compared to 34.1% for the second 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 six months ended June 30, 2001, pre-tax earnings amounted to $75.9 million, up $7.4 million over the previous year. Funding credits allocated to the segment increased $14.7 million. Non-interest income grew $5.2 million, or 7.8%, mainly as a result of higher revenue from deposit account and credit card fees. These increases were mainly the result of higher overdraft fees on deposit accounts combined with higher debit card fees in the bankcard area. Offsetting factors were a $3.2 million decrease in direct net interest income, a $2.1 million increase in net charge-offs, and a $7.3 million increase in non-interest expense. Non-interest expense increased mainly due to higher costs for salaries and employee benefits and management fees, partly offset by lower processing costs.
Commercial
The Commercial segment provides corporate lending, leasing, international services, and corporate cash management services. For the six months ended June 30, 2001, pre-tax earnings amounted to $49.9 million, down 10.9% from the previous year. Direct net interest income declined $4.9 million from 2000, resulting mainly from lower commercial loan interest income. Assigned costs of funding decreased $1.3 million. Non-interest income grew $2.5 million, or 17.4%, mainly due to higher cash management fees. Non-interest expense grew $4.2 million, or 9.9%, partly due to higher management fees.
Money Management
The Money Management segment consists of the Trust and Capital Markets activities. The Trust group provides trust and estate planning services, and advisory and discretionary investment management services. The Capital Markets group primarily sells fixed-income securities to individuals, corporations, correspondent banks, public institutions, and municipalities, and also provides investment safekeeping and bond accounting services. For the six months ended June 30, 2001, pre-tax earnings amounted to $16.3 million, an increase of $4.8 million, or 41.4%. The growth in pre-tax earnings was mainly due to an increase of $5.5 million, or 15.2%, in non-interest income. This increase included higher trading account profits in the Capital Markets group from increased sales to bank and other corporate customers. Trust fees also increased due to improving personal trust fees and a higher than normal fee on a probate account. Also, pricing adjustments instituted late in the third quarter of 2000 contributed to earnings growth. Non-interest expense increased $1.3 million due to increases in data processing fees and occupancy expense.
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 $2.67 billion at June 30, 2001, which included $1.01 billion pledged to secure public deposits, discount window borrowings, and other purposes as required by law. Within the next twelve months, 10% of the banks available for sale portfolio will mature. The available for sale bank portfolio included an unrealized net gain in fair value of $8.6 million at June 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, and marketable equity securities. The fair value of these assets was $148.7 million at June 30, 2001 compared to $127.6 million at December 31, 2000. Included in the fair values were unrealized net gains of $36.3 million at June 30, 2001 and $31.3 million at December 31, 2000. The Parents liabilities totaled $68.0 million at June 30, 2001, compared to $17.2 million at December 31, 2000. Liabilities at June 30, 2001 included $52.8 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.
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 six months of 2001, the Company acquired 813,327 shares at an average cost of $36.50. The Company has routinely used these reacquired shares to fund annual stock dividends and various stock option programs.
The Company had an equity to asset ratio of 10.42% 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.
June 30, 2001
December 31, 2000
Minimum
Ratios for
Well-
Capitalized
Banks
(Dollars in thousands)
Ris
k-Adjusted Assets
$8,861,896
$8,889,195
Tie
r I Capital
1,135,965
1,070,491
To
tal Capital
1,259,150
1,187,865
Tie
r I Capital Ratio
12.82
%
12.04
%
6.00
%
To
tal Capital Ratio
14.21
%
13.36
%
10.00
%
Le
verage Ratio
9.88
%
9.91
%
5.00
%
The Companys cash and cash equivalents (defined as Cash and due from banks on the accompanying balance sheets) were $664.9 million at June 30, 2001, an increase of $48.1 million over December 31, 2000. Contributing to the net cash inflow were a net increase of $274.6 million in deposits, a net decrease in loans of $291.9 million, a net increase in borrowings of federal funds purchased and repurchase agreements of $121.9 million, and $116.6 million generated from operating activities. Partially offsetting these net cash inflows were a net increase of $290.9 million in short-term investments in federal funds sold and securities purchased under agreements to resell and purchases of $342.9 million in investment securities, net of maturities and sales. Total assets increased $624.3 million over December 31, 2000, of which $254 million was attributable to the Centennial acquisition.
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 $3.09 billion, standby letters of credit totaled $316.6 million, and commercial letters of credit totaled $24.1 million at June 30, 2001.
Derivative Financial Instruments
The following table summarizes the notional amounts and estimated fair values of the Companys derivative instruments at June 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 June 30, 2001 balance sheet. The Companys derivative instruments are discussed further in the Derivatives note to the consolidated financial statements.
Notional
Amount
Positive Fair
Value
Negative
Fair
Value
(In thousands)
Int
erest rate swaps
$ 17,227
$ 185
$ (77
)
Fo
reign exchange contracts:
Fo
rward contracts
186,446
12,509
(12,369
)
Op
tions written/purchased
1,935
Mo
rtgage loan commitments
18,820
297
Mo
rtgage loan forward sale contracts
49,926
52
(98
)
To
tal at June 30, 2001
$274,354
$13,043
$(12,544
)
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.
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 June 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
$7.0
1.5
%
100
basis points rising
3.0
.6
100
basis points falling
(4.8
)
(1.0
)
200
basis points falling
(9.4
)
(2.0
)
Currently, the Company does not have significant risks related to foreign exchange, commodities or equity risk exposures.
Impact of Recently Issued 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 requires 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 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 a 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 $43,968,000 and unamortized identifiable intangible assets of approximately $6,612,000 which will be subject to the transition provisions of SFAS 141 and 142. Amortization expense related to goodwill was $2,323,000 and $2,453,000 for the six months ended June 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.
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.
AVERAGE BALANCE SHEETSAVERAGE RATES AND YIELDS
Six Months Ended June 30, 2001 and 2000
Six Months 2001
Six 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)
$ 2,661,946
$ 97,206
7.36
%
$ 2,614,495
$104,213
8.02
%
Co
nstruction and development
404,817
15,948
7.94
376,585
15,897
8.49
Re
al estatebusiness
1,353,458
53,122
7.91
1,269,362
51,321
8.13
Re
al estatepersonal
1,372,314
51,414
7.56
1,410,795
51,712
7.37
Per
sonal banking
1,604,556
67,073
8.43
1,577,253
64,979
8.28
Cre
dit card
495,091
33,819
13.77
495,422
33,829
13.73
To
tal loans
7,892,182
318,582
8.14
7,743,912
321,951
8.36
Inv
estment securities:
U.S
. government & federal agency
799,250
24,243
6.12
1,021,403
31,303
6.16
Sta
te & municipal obligations (A)
59,717
2,220
7.50
75,315
2,967
7.92
CM
Os and asset-backed securities
1,004,651
31,164
6.26
1,088,659
33,741
6.23
Tra
ding securities
17,477
514
5.93
10,705
349
6.55
Oth
er marketable securities (A)
106,898
2,966
5.60
85,878
2,816
6.59
No
n-marketable securities
53,062
1,199
4.56
43,350
1,114
5.17
To
tal investment securities
2,041,055
62,306
6.16
2,325,310
72,290
6.25
Fed
eral funds sold and securities purchased under agreements to resell
585,168
14,477
4.99
223,256
6,788
6.11
To
tal interest earning assets
10,518,405
395,365
7.58
10,292,478
401,029
7.84
Le
ss allowance for loan losses
(129,789)
(124,213)
Un
realized gain (loss) on investment securities
40,279
(9,767)
Ca
sh and due from banks
534,368
544,233
La
nd, buildings and equipment, net
270,009
239,668
Oth
er assets
175,519
175,841
To
tal assets
$11,408,791
$11,118,240
LI
ABILITIES AND EQUITY:
Int
erest bearing deposits:
Sav
ings
$ 316,526
2,075
1.32
$ 324,969
2,805
1.74
Int
erest bearing demand
4,977,535
61,096
2.48
4,968,049
69,795
2.83
Tim
e open & C.D.s of less than $100,000
2,227,889
63,464
5.74
2,081,127
53,388
5.16
Tim
e open & C.D.s of $100,000 and over
499,098
14,345
5.80
315,830
8,468
5.39
To
tal interest bearing deposits
8,021,048
140,980
3.54
7,689,975
134,456
3.52
Bo
rrowings:
Fed
eral funds purchased and securities sold under agreements to repurchase
577,501
12,228
4.27
841,420
23,358
5.58
Lo
ng-term debt and other borrowings (B)
220,861
6,555
5.99
55,063
1,488
5.43
To
tal borrowings
798,362
18,783
4.74
896,483
24,846
5.57
To
tal interest bearing liabilities
8,819,410
159,763
3.65
%
8,586,458
159,302
3.73
%
No
n-interest bearing demand deposits
1,268,545
1,356,273
Oth
er liabilities
132,423
88,348
Sto
ckholders equity
1,188,413
1,087,161
To
tal liabilities and equity
$11,408,791
$11,118,240
Ne
t interest margin (T/E)
$235,602
$241,727
Ne
t yield on interest earning assets
4.52
%
4.72
%
(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.
AVERAGE BALANCE SHEETSAVERAGE RATES AND YIELDS
Three Months Ended June 30, 2001 and 2000
Second Quarter 2001
Second 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)
$ 2,649,699
$ 45,505
6.89
%
$ 2,654,752
$ 54,275
8.22
%
Co
nstruction and development
417,986
7,775
7.46
385,844
8,322
8.67
Re
al estatebusiness
1,372,090
26,355
7.70
1,272,207
26,005
8.22
Re
al estatepersonal
1,356,383
25,243
7.46
1,428,110
26,474
7.46
Per
sonal banking
1,603,979
33,056
8.27
1,588,889
33,106
8.38
Cre
dit card
487,238
15,967
13.14
489,877
16,762
13.76
To
tal loans
7,887,375
153,901
7.83
7,819,679
164,944
8.48
Inv
estment securities:
U.S
. government & federal agency
868,233
12,953
5.98
938,943
14,449
6.19
Sta
te & municipal obligations (A)
57,456
1,113
7.77
73,848
1,452
7.91
CM
Os and asset-backed securities
1,098,161
16,893
6.17
1,067,967
16,579
6.24
Tra
ding securities
15,699
166
4.24
9,501
163
6.90
Oth
er marketable securities (A)
106,966
1,452
5.44
83,045
1,331
6.45
No
n-marketable securities
52,703
574
4.37
53,021
706
5.36
To
tal investment securities
2,199,218
33,151
6.05
2,226,325
34,680
6.27
Fed
eral funds sold and securities purchased under agreements to resell
586,178
6,426
4.40
228,834
3,678
6.46
To
tal interest earning assets
10,672,771
193,478
7.27
10,274,838
203,302
7.96
Le
ss allowance for loan losses
(130,526)
(124,998)
Un
realized gain (loss) on investment securities
46,003
(9,517)
Ca
sh and due from banks
554,204
532,833
La
nd, buildings and equipment, net
277,374
241,497
Oth
er assets
179,429
180,217
To
tal assets
$11,599,255
$11,094,870
LI
ABILITIES AND EQUITY:
Int
erest bearing deposits:
Sav
ings
$ 328,252
851
1.04
$ 327,859
1,421
1.74
Int
erest bearing demand
5,039,600
26,516
2.11
4,971,592
35,678
2.89
Tim
e open & C.D.s of less than $100,000
2,284,637
32,046
5.63
2,065,931
26,813
5.22
Tim
e open & C.D.s of $100,000 and over
529,716
7,428
5.62
323,329
4,606
5.73
To
tal interest bearing deposits
8,182,205
66,841
3.28
7,688,711
68,518
3.58
Bo
rrowings:
Fed
eral funds purchased and securities sold under agreements to repurchase
589,307
5,439
3.70
803,718
11,663
5.84
Lo
ng-term debt and other borrowings (B)
210,801
3,001
5.71
84,597
1,281
6.09
To
tal borrowings
800,108
8,440
4.23
888,315
12,944
5.86
To
tal interest bearing liabilities
8,982,313
75,281
3.36
%
8,577,026
81,462
3.82
%
No
n-interest bearing demand deposits
1,275,874
1,335,479
Oth
er liabilities
135,204
90,277
Sto
ckholders equity
1,205,864
1,092,088
To
tal liabilities and equity
$11,599,255
$11,094,870
Ne
t interest margin (T/E)
$118,197
$121,840
Ne
t yield on interest earning assets
4.44
%
4.77
%
(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.