UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
( Mark one)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended: December 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to _____________
Commission file number:0-4887
UMB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Incorporated pursuant to the Laws ofMissouri State
Internal Revenue Service — Employer Identification No.43-0903811
1010 Grand Avenue
Kansas City, Missouri 64106
(Address of principal executive offices and zip code)
(816) 860-7000
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $1.00 Par Value
(Title of class)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
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 February 28, 2001, the aggregate market value of common stock outstanding held by nonaffiliates of the registrant was approximately $585,050,000 based on the NASDAQ closing price of that date.
Indicate the number of shares outstanding of the registrant's classes of common stock, as of the latest practicable date.
| Class | Outstanding at February 28, 2001 |
| Common Stock, $1.00 | Par Value 21,148,897 |
DOCUMENTS INCORPORATED BY REFERENCE
Company's 2001 Proxy Statement dated March 12, 2001 - Part III
INDEX
PART I
PART II
PART III
PART IV
PART I
ITEM 1. BUSINESS
General
UMB Financial Corporation (the "Company") was organized in 1967 under Missouri law for the purpose of becoming a bank holding company registered under the Bank Holding Company Act of 1956. The Company owns all of the outstanding stock of 5 commercial banks, a credit card bank, a bank real estate corporation, a reinsurance company, a community development corporation, a consulting company and a data services company.
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The Company's 5 commercial banks are engaged in general commercial banking business entirely in domestic markets. The banks, 2 each located in Missouri, one each in Kansas, Colorado and Nebraska, offer a full range of banking services to commercial, retail, government and correspondent bank customers. In addition to standard banking functions, the principal affiliate bank, UMB Bank, n.a., provides international banking services, investment and cash management services, data processing services for correspondent banks and a full range of trust activities for individuals, estates, business corporations, governmental bodies and public authorities. A table setting forth the names and locations of the Company's affiliate banks as well as their total assets, loans, deposits and shareholders' equity as of December 31, 2000, is included on page A-54 of the attached
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UMB, U.S.A. n.a. is a credit card bank located in Nebraska. UMB, U.S.A. n.a. services all incoming credit card requests, performs data entry services on new card requests and evaluates new and existing credit lines.
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Other subsidiaries of the Company are UMB Properties, Inc., United Missouri Insurance Company, UMB Community Development Corporation, UMB Consulting Services, Inc. and UMB Data Corporation. UMB Properties, Inc. is a real estate company that leases facilities to certain subsidiaries and acquires and holds land and buildings for anticipated future facilities. United Missouri Insurance Company, an Arizona corporation, is a reinsurance company that reinsures credit life and disability insurance originated by affiliate banks. UMB Community Development Corporation provides low-cost mortgage loans to low- to moderate-income families for acquiring or rehabing owner-occupied housing in Missouri, Kansas, Illinois, Nebraska, Oklahoma and Colorado. UMB Consulting Services, Inc. offers regulatory and compliance assistance to regional banks. UMB Data Corporation provides complete correspondent services to banks throughout the region.
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On a full-time equivalent basis at December 31, 2000, UMB Financial Corporation and subsidiaries employed 3,974 persons.
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Competition
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The commercial banking business is highly competitive. Affiliate banks compete with other commercial banks and with other financial institutions, including savings and loan associations, finance companies, mutual funds, mortgage banking companies and credit unions. In recent years, competition has also increased from institutions, such as mutual fund companies, brokerage companies and insurance companies, not subject to the same geographical and other regulatory restrictions as domestic banks and bank holding companies.
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Monetary Policy and Economic Conditions
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The operations of the Company's affiliate banks are affected by general economic conditions as well as the monetary policy of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") which affects the supply of money available to commercial banks. Monetary policy measures by the Federal Reserve Board are affected through open market operations in U.S. Government securities, changes in the discount rate on bank borrowings and changes in reserve requirements.
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Supervision and Regulation
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As a bank holding company, the Company and its subsidiaries are subject to extensive regulation. As a consequence of the regulation of the commercial banking business in the United States, the business of the Company is affected by the enactment of federal and state legislation. The Company is regulated by the Federal Reserve Board and is subject to the Bank Holding Company Act of 1956, as amended (the "BHCA").
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The BHCA requires every bank holding company to obtain the prior approval of the Federal Reserve Board before it may (i) acquire substantially all the assets of any bank, (ii) acquire more than 5% of any class of voting stock of a bank or bank holding company which is not already majority owned, or (iii) merge or consolidate with another bank holding company.
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Under the BHCA, a bank holding company is prohibited, with certain exceptions, from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company which is not a bank and from engaging in business other than that of banking, managing and controlling banks or performing services for its banking subsidiaries. However, the BHCA authorizes the Federal Reserve Board to permit bank holding companies to engage in activities which are so closely related to banking or managing or controlling banks as to be a proper incident thereto. The Federal Reserve Board possesses cease and desist powers over bank holding companies if their actions represent unsafe or unsound practices or violations of law.
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As a result of the enactment of the Interstate Banking and Branching Efficiency Act of 1994, beginning in September, 1995, bank holding companies may acquire banks in any state, subject to state deposit caps and a 10% nationwide cap. Banks may also merge across state lines, creating interstate branches. Furthermore, a bank may open new branches in a state in which it does not already have banking operations, if the law of that state does not prohibit de novo branching by an out of state bank or if the state has not "opted out" of interstate branching. As a result of the Interstate Banking Act, the Company has many more opportunities for expansion and has potentially greater competition in its market area from nationwide or regional banks.
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A bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with the extension of credit, with limited exceptions. There are also various legal restrictions on the extent to which a bank holding company and certain of its non-bank subsidiaries can borrow or otherwise obtain credit from its bank subsidiaries. The Company and its subsidiaries are also subject to certain restrictions on issuance, underwriting and distribution of securities. It is Federal Reserve Board policy that a bank holding company, such as the Company, should serve as a source of managerial and financial strength for each of its subsidiaries, and commit resources to them, even in circumstances in which it might not do so in absence of such policy.
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Four of the commercial banks owned by the Company are national banks and are subject to supervision and examination by the Comptroller of the Currency. UMB, U.S.A. n.a., a credit card bank, is located in the state of Nebraska and is subject to supervision and examination by the Comptroller of the Currency. The other remaining bank is chartered under the state banking laws of Missouri and is subject to supervision and regular examination by the Missouri Commissioner of Finance. In addition, the national banks are subject to examination by The Federal Reserve System. All affiliate banks are members of and subject to examination by the Federal Deposit Insurance Corporation.
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Proposals to change the laws and regulations governing the banking industry are periodically introduced in the United States Congress, state legislatures and various bank regulatory agencies. Included within such proposals are those introduced in the past two years, and those currently pending in Congress, that would among other things permit some cross ownership of the banking, insurance and securities industry. The likelihood and timing of any such proposals or bills, and the impact, if any, that they might have on the Company and its subsidiaries and their operations, cannot be determined at this time.
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Information regarding capital adequacy standards of the Federal banking regulators is included on pages 25, 26, 40 and 41 of the attached Appendix, and is incorporated herein by reference.
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Information regarding dividend restrictions is on page 40 of the attached Appendix, incorporated herein by reference.
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Statistical Disclosure
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The information required by Guide 3, "Statistical Disclosure by Bank Holding Companies," has been integrated throughout pages 13 through 30 of the attached Appendix under the captions of "Five-Year Financial Summary" and "Financial Review," and such information is incorporated herein by reference.
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Executive Officers
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The following are the executive officers of the Company, each of whom is elected annually, and there are no arrangements or understandings between any of the persons so named and any other person pursuant to which such person was elected as an officer.
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Name
| Age
| Position with Registrant
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R. Crosby Kemper
| 74
| Senior Chairman of the Boards since January 2001. Chairman of the Board from 1972 to January 2001. Chairman and Chief Executive Officer of UMB Bank, n.a. (a subsidiary of the Company) from 1971 Through 1995, and as Chairman through January, 1997.
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Alexander C. Kemper
| 35
| A son of R. Crosby Kemper. President and CEO of eScout.com LLC (a subsidiary of UMB Bank n.a.). President of the Company from 1995 to 2000 and as CEO from 1999 to 2000. President of UMB Bank, n.a. from 1994, President and Chief Executive Officer from 1996, and as Chairman, President and Chief Executive Officer from 1997 to 2000.
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Peter J. Genovese
| 54
| President of the Company since 2000. Vice Chairman of the Board since 1982. Chairman and Chief Executive Officer of UMB Bank of St. Louis, n.a. (a former subsidiary of the Company) from 1979 to 1999.
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R. Crosby Kemper III
| 50
| A son of R. Crosby Kemper. Chairman and CEO of the Company and Chairman and CEO of UMB Bank n.a. since January 2001. Vice Chairman of the Board from 1995 to 2001. President of UMB Bank of St. Louis, n.a. from 1993 to 1999. Executive Vice President of UMB Bank, n.a. prior thereto.
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J. Lyle Wells, Jr.
| 73
| Vice Chairman of the Board of the Company since 1993. Vice Chairman of the Board of UMB Bank, n.a. since 1982.
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Royce M. Hammons
| 55
| President and Chief Executive Officer of UMB Oklahoma Bank (a subsidiary of the Company) since 1987.
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Richard A. Renfro
| 66
| President of UMB National Bank of America, Salina, Kansas, (a subsidiary of the Company) since 1986.
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James A. Sangster
| 46
| President of UMB Bank, n.a. since 1999. Divisional Executive Vice President of UMB Bank, n.a. from 1993 to 1999. Executive Vice President prior thereto.
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William C. Tempel
| 62
| Divisional Executive Vice President of UMB Bank, n.a. since 1997, Having previously served as President and Chief Executive Officer of UMB Bank Kansas (a former subsidiary of the Company).
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Douglas F. Page
| 57
| Executive Vice President of the Company since 1984 and Divisional Executive Vice President, Loan Administration, of UMB Bank, n.a. Since 1989.
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Timothy M. Connealy
| 43
| Chief Financial Officer since 1994. Chief Financial Officer of UMB Bank Kansas prior thereto.
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James C. Thompson
| 58
| Divisional Executive Vice President of UMB Bank, n.a. since July, 1994. Executive Vice President of UMB Bank of St. Louis, n.a. since 1989.
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E. Frank Ware
| 56
| Executive Vice President of UMB Bank, n.a. since 1985.
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James D. Matteoni
| 58
| Chief Information Officer of UMB Bank, n.a. since 1996.
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Dennis R. Rilinger
| 53
| Divisional Executive Vice President and General Counsel of UMB Bank, n.a. since 1996.
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Mark A. Schmidtlein
| 41
| Vice Chairman of UMB Bank n.a. since 1999. Divisional Executive Vice President of UMB Bank, n.a. from 1996 to 1999. Senior Vice President prior thereto.
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Dennis L. Triplett
| 54
| Divisional Executive Vice President of UMB Bank, n.a. since 1995. Regional Bank President prior thereto.
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Shelia Kemper Dietrich
| 44
| A daughter of R. Crosby Kemper. Executive Vice President of UMB Bank, n.a. since 1993.
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David D. Kling
| 54
| Divisional Executive Vice President of UMB Bank, n.a. since 1997.
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J. Mariner Kemper
| 28
| A son of R. Crosby Kemper. Chairman and CEO of UMB Bank Colorado, n.a. (a subsidiary of the Company) since 2000. President of UMB Bank Colorado from 1997 to 2000.
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Matt S. Moyer
| 42
| President and Chief Executive Officer of UMB Bank Omaha, n.a. since 1997.
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Peter F. Mackie
| 59
| Vice Chairman - Trust Sales of the Company since 2000.
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Lisa A. Zacharias
| 38
| Senior Vice President and Director of Human Resources of the Company since 2000.
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ITEM 2. PROPERTIES
The Company's headquarters building, the UMB Bank Building, is located at 1010 Grand Avenue in downtown Kansas City, Missouri, and was opened in July, 1986. Of the total 250,000 square feet, the offices of the parent company and customer service functions of UMB Bank, n.a. comprise 175,000 square feet. The remaining 75,000 square feet are available for lease to third parties. The Company's principal law firm and principal accounting firm are leasees.
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The banking facility of UMB Bank, n.a. at 928 Grand Avenue principally houses that bank's support functions and is connected to the headquarters building by an enclosed pedestrian walkway. UMB Bank, n.a. also leases 40,000 square feet of space in the Equitable Building, in St. Louis, in the heart of the downtown commercial sector. A full service banking CENTER, operations and administrative offices are housed at this location.
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At December 31, 2000 the Company's affiliate banks operated a total of 5 main banking houses and 165 detached facilities, the majority of which are owned by them or a non-bank subsidiary of the Company and leased to the respective bank.
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The Company constructed an 180,000 square foot operations CENTER in downtown Kansas City, Missouri. This building houses the Company operational and item processing functions as well as management information systems. Occupancy began in the second quarter of 1999.
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Additional information with respect to premises and equipment is presented on page 39 of the attached Appendix, which is incorporated herein by reference.
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In the opinion of the management of the Company, the physical properties of the Company and its subsidiaries are suitable and adequate and are being fully utilized.
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ITEM 3. LEGAL PROCEEDINGS
In the normal course of business, the Company and its subsidiaries had certain lawsuits pending against them at December 31, 2000. In the opinion of management, after consultation with legal counsel, none of these suits will have a significant effect on the financial condition of the Company.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to the shareholders for a vote during the fourth quarter ending December 31, 2000.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's stock is traded on the NASDAQ National Market System under the symbol "UMBF." As of December 31, 2000, the Company had 2,302 shareholders. Dividend and sale prices of stock information, by quarter, for the past two years is contained on page 30 of the attached Appendix and is hereby incorporated by reference.
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Information concerning restrictions on the ability of Registrant to pay dividends and Registrant's subsidiaries to transfer funds to Registrant is contained on page 28 of the attached Appendix and is hereby incorporated by reference.
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ITEM 6. SELECTED FINANCIAL DATA
See the "Five-Year Financial Summary" on page 13 of the attached Appendix, which is incorporated herein by reference.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
See the "Financial Review" on pages 13 through 30 of the attached Appendix, which is incorporated herein by reference.
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ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See the "Financial Review" on pages 27 to 28 of the attached Appendix, which is incorporated herein by reference.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements and supplementary data appearing on the indicated pages of the attached Appendix are incorporated herein by reference:
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Consolidated Financial Statements - pages 31 through 50.
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Summary of Operating Results by Quarter - page 30.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
ITEM 10. AUDIT COMMITTEE REPORT
Information regarding the audit committee report is included in the Company's 2001 Proxy Statement under the captions "Audit Committee Report" and is hereby incorporated by reference.
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PART III
ITEM 11. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding the audit committee report is included in the Company's 2001 Proxy Statement under the captions "Audit Committee Report" and is hereby incorporated by reference.
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Information regarding executive officers is included in Part I of this Form 10-K under the caption "Executive Officers."
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ITEM 12. EXECUTIVE COMPENSATION
This information is included in the Company's 2001 Proxy Statement under the captions "Executive Compensation," "Report of the Officers Salary and Stock Option Committee on Executive Compensation," "Director Compensation," "Salary Committee Interlocks and Insider Participation," and "Performance Graph" and is hereby incorporated by reference.
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ITEM 13. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
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This information is included in the Company's 2001 Proxy Statement under the caption "Principal Shareholders" and is hereby incorporated by reference.
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Security Ownership of Management
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This information is included in the Company's 2001 Proxy Statement under the caption "Stock Beneficially Owned by Directors and Nominees and Executive Officers" and is hereby incorporated by reference.
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ITEM 14. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is included in the Company's 2001 Proxy Statement under the caption "Certain Transactions" and is hereby incorporated by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Financial Statements and Financial Statement Schedules
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Set forth below are the consolidated financial statements of the Company appearing on the indicated pages of the attached Appendix, which are hereby incorporated by reference.
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Condensed financial statements for parent company only may be found on page 49. All other schedules have been omitted because the required information is presented in the financial statements or in the notes thereto, the amounts involved are not significant or the required subject matter is not applicable
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Reports on Form 8-K
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The Company did not file a report on Form 8-K during the fourth quarter of 2000.
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Exhibits
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The following Exhibit Index lists the Exhibits to Form 10-K.
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Exhibit
Number
|
Description |
| (3a) | Articles of incorporation filed as Exhibit 3a to Form S-4, Registration No. 33-56450*
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| (3b) | Bylaws filed as Exhibit 3b to Form S-4, Registration No. 33-56450*
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| (4) | Description of the Registrant's common stock in Amendment No. 1 on Form 8 to its General Form for Registration of Securities on Form 10, dated March 5, 1993.* The Registrant's Articles of Incorporation and Bylaws are attached as Exhibits 3(a) and 3(b), respectively, to the Registrant's Registration Statement on Form S-4 (Commission file no. 33-56450) and are incorporated herein by reference in response to Exhibit 3 above. The following portions of those documents define some of the CENTERs of the holders of the Registrant's common stock, par value $1.00 per share: Articles III (authorized shares), "X" (amendment of the Bylaws) and XI (amendment of the Articles of Incorporation) of the Articles of Incorporation and Articles II (shareholder meetings), Sections 2 (number and classes of directors) and 3 (Election and Removal of Directors) of Article III, Section 1(stock certificates) of Article VII and Section 4 (indemnification) of Article VIII of the Bylaws.
Note: No long-term debt instrument issued by the Registrant exceeds 10% of the consolidated total assets of the Registrant and its subsidiaries. In accordance with paragraph 4 (iii) of Item 601 of Regulation S-K, the Registrant will furnish to the Commission, upon request, copies of long-term debt instruments and related agreements. (10a) 1981 Incentive Stock Option Plan as amended November 27, 1985 and October 10, 1989, filed as Exhibit 10 to report on Form 10-K for the fiscal year ended December 31, 1989*
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| (10b) | 1992 Incentive Stock Option Plan filed as Exhibit 28 to Form S-8, Registration No. 33-58312*
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| (10c) | An Agreement and Plan of Merger between United Missouri Bancshares, Inc. and CNB Financial Corporation filed as Exhibit 2 to the Registrant's current report on Form 8-K dated October 28, 1992*
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| (10d) | Indenture between United Missouri Bancshares, Inc., Issuer and NBD Bank, N.A., Trustee, filed as Exhibit 4a to Form S-3, Registration No. 33-55394*
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| (11) | Statement regarding computation of per share earnings*
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| (12) | Statement regarding computation of earnings to fixed charges*
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| (21) | Subsidiaries of the Registrant*
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| (24) | Powers of Attorney*
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| *Exhibit has heretofore been filed with the Securities and Exchange Commission and is incorporated herein as an exhibit by reference. |
SIGNATURES
| | Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
| | |
UMB FINANCIAL CORPORATION
/s/ R. Crosby Kemper III
R. Crosby Kemper III
Chairman and CEO
/s/ Timothy M. Connealy
Timothy M. Connealy,
Chief Financial Officer
|
| | Date: March 29, 2001 | |
| | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on the date indicated.
|
| | Paul D. Bartlett*
Paul D. Bartlett, Jr. | Director |
Jack T. Gentry
| Director |
| | Thomas E. Beal*
Thomas E. Beal | Director | Peter J. Genovese*
Peter J. Genovese
| Director |
| |
H. Alan Bell | Director |
Richard Harvey
| Director |
| | William L. Bishop*
William L. Bishop | Director | C.N. Hoffman, III*
C.N. Hoffman, III
| Director |
| | David R. Bradley, Jr.*
David R. Bradley, Jr. | Director |
Alexander C. Kemper
| Director |
| | Newton A. Campbell*
Newton A. Campbell | Director | R. Crosby Kemper III*
R. Crosby Kemper III*
| Director |
| |
William Terry Fuldner | Director |
Daniel N. League, Jr.
| Director |
| |
Tom J. McDaniel | Director | Thomas D. Sanders*
Thomas D. Sanders
| Director |
| | William J. McKenna*
William J. McKenna | Director | L. Joshua Sosland*
L. Joshua Sosland
| Director |
| | John H. Mize, Jr.*
John H. Mize, Jr. | Director | Herman R. Sutherland*
Herman R. Sutherland
| Director |
| | Mary Lynn Oliver*
Mary Lynn Oliver | Director | E. Jack Webster, Jr.*
E. Jack Webster, Jr.
| Director |
| | Robert W. Plaster*
Robert W. Plaster | Director | John E. Williams*
John E. Williams.
| Director |
| | Kris A. Robbins*
Kris A. Robbins | Director | Thomas J. Wood III*
Thomas J. Wood III*
| Director |
| | Alan W. Rolley*
Alan W. Rolley*
| Director |
| | */s/ R. Crosby Kemper Director
R. Crosby Kemper
Attorney-in-Fact for each director
|
| | Date: March 29, 2001 |
UMB FINANCIAL CORPORATION
INDEX TO FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA |
| FIVE - YEAR FINANCIAL SUMMARY (in thousands except per share data) |
| Earnings |
| Interest income | $ 430,812 | $ 407,388 | $ 409,625 | $ 393,329 | $ 372,077 |
| Interest expense | 196,377 | 183,323 | 187,092 | 171,794 | 164,581 |
| Net interest income | 234,435 | 224,065 | 222,533 | 221,535 | 207,496 |
| Provision for loan losses | 9,201 | 8,659 | 10,818 | 11,875 | 10,565 |
| Noninterest Income | 196,680 | 184,122 | 164,152 | 144,883 | 135,407 |
| Noninterest expense | 353,244 | 312,476 | 299,891 | 264,742 | 246,808 |
| Minority interest in loss of subsidiary | 19,437 | - | - | - | - |
| Net income | 65,111 | 64,077 | 54,214 | 61,704 | 57,532 |
| Average Balances |
| Assets | $7,289,098 | $7,017,417 | $7,439,411 | $6,482,613 | $6,137,232 |
| Loans, net of unearned interest | 3,004,754 | 2,615,978 | 2,640,933 | 2,649,023 | 2,437,829 |
| Securities* | 2,841,892 | 3,553,849 | 3,005,330 | 2,538,690 | 2,487,641 |
| Deposits | 5,364,754 | 5,348,341 | 5,318,351 | 4,929,799 | 4,667,956 |
| Long-term debt | 29,504 | 40,241 | 42,584 | 48,907 | 55,349 |
| Shareholders' equity | 676,243 | 657,326 | 650,078 | 598,631 | 574,343 |
| Year-End Balances |
| Assets | $7,866,883 | $8,130,142 | $7,646,878 | $7,052,988 | $6,511,756 |
| Loans, net of unearned interest | 3,073,957 | 2,841,1502 | 2,559,136 | 2,786,031 | 2,557,641 |
| Securities* | 3,145,466 | 3,897,786 | 3,755,049 | 2,884,503 | 2,706,549 |
| Deposits | 5,935,204 | 5,923,935 | 5,896,804 | 5,546,997 | 5,190,534 |
| Long-term debt | 27,041 | 37,904 | 39,153 | 44,550 | 51,350 |
| Shareholders' equity | 702,934 | 654,991 | 662,767 | 624,236 | 582,477 |
| Per Share Data |
| Earnings - basic | $ 3.06 | $ 2.94 | $ 2.42 | $ 2.75 | $ 2.50 |
| Earnings - diluted | 3.06 | 2.94 | 2.41 | 2.74 | 2.49 |
| Cash dividends | 0.80 | 0.73 | 0.73 | 0.69 | 0.65 |
| Dividend payout ratio | 26.14% | 24.89% | 30.17% | 25.09% | 26.00% |
| Book value | $ 33.16 | $ 30.38 | $ 29.71 | $ 27.77 | $ 25.57 |
| Market price |
| High | 39.00 | 42.22 | 58.64 | 49.55 | 36.15 |
| Low | 31.06 | 35.23 | 37.05 | 32.90 | 27.83 |
| Close | 37.38 | 37.75 | 41.71 | 49.55 | 35.06 |
| Ratios |
| Return on average assets | 0.89% | 0.86% | 0.77% | 0.95% | 0.94% |
| Return on average equity | 9.63 | 9.75 | 8.34 | 10.31 | 10.02 |
| Average equity to average assets | 9.28 | 8.84 | 9.26 | 9.23 | 9.36 |
| Total risk-based capital ratio | 16.63 | 14.91 | 15.57 | 16.26 | 15.63 |
| *Securities include investment securities and securities available for sale. |
The following financial review presents management's discussion and analysis of UMB Financial Corporation's consolidated financial condition and results of operations. This review highlights the major factors affecting results of operations and any significant changes in financial condition for the three-year period ending December 31, 2000. It should be read in conjunction with the accompanying consolidated financial statements, notes to financial statements and other financial statistics appearing elsewhere in this report.
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This financial review contains "forward-looking statements" regarding UMB Financial Corporation. The Company has based these forward-looking statements on its current expectations and projections about future events, based on the information currently available to it. Actual results could differ materially from management's current expectation. The forward-looking statements include among other things, statements relating to the Company's anticipated financial performance, business prospects, new developments, new strategies and similar matters. These forward-looking statements are subject to risks, uncertainties and assumptions that are beyond the Company's ability to control or estimate precisely, and that may affect the operations, performance, development and results of the Company's business and include, but are no limited to, the following: 1) changing demand for loans; 2) the ability of customers to repay loans; 3) changes in consumer savings habits; 4) increases in employee costs; 5) changes in interest rates; 6) competition from others, and 7) changes in economic conditions. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or any other reason. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this financial review may not prove correct.
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Overview
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The Company recorded consolidated net income of $65.1 million for the year ended December 31, 2000. This represents a 1.6% increase over 1999 net income of $64.1 million. Net income for 1999 represented an 18.2% increase over 1998 results of $54.2 million. Earnings per share for the year ended December 31, 2000, were $3.06, compared to $2.94 in 1999 and $2.42 in 1998. Earnings per share for 2000 increased 4.1% over 1999 per share earnings, which had increased 21.5% over 1998. Both the net income and earnings per share results for 1998 were affected by a one-time charge for the termination and liquidation of the Company's defined benefit pension plan. Excluding this one time charge, 1998 net income was $59.0 million, or $2.64 per share. Earnings per share for 1999 represent an 11.4% increase over 1998 results, exclusive of the pension charge.
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The Company achieved modest growth in earnings in 2000. An increase in average loan balances generated net interest income growth in 2000 of 4.6%, while noninterest income increased by 6.8% over 1999. However, the growth in revenues only slightly exceeded the increases in expenses, excluding the impact of the Company's new subsidiary, eScout.com LLC (eScout). Though eScout's income and expenses are included in the Company's consolidated statement of income for 2000, the results of operations of the subsidiary are eliminated from the Company's net operating results as an adjustment to minority interest in loss of consolidated subsidiary. Consequently, the results of this subsidiary do not impact the net income or net income per share of the Company. Comparative results of operations excluding the impact of eScout are presented in Table 16. The increase in the Company's earnings for 1999, excluding the impact of the 1998 pension termination, was primarily the result of achieving growth in noninterest income of 12.2% and an improvement in credit quality which allowed for a reduction in the provision for loan losses. During 1999, the increase in noninterest income more than offset the increase in operating costs, while in 1998 the increase in noninterest income did not offset the increase in operating costs. Return on average assets was 0.89%, 0.86% and 0.77% for each of the years in the three year period ended December 31, 2000, respectively. Return on average shareholders' equity was 9.63% for 2000, 9.75% for 1999 and 8.34% for 1998. Excluding the 1998 pension termination charge, the Company's return on assets was 0.84% and return on equity was 9.07% for 1998. The Company's consolidated asset total was $7.9 billion at December 31, 2000, compared to $8.1 billion at year-end 1999 and $7.6 billion at year-end 1998. Average assets for 2000, 1999 and 1998 were $7.3 billion, $7.4 billion and $7.0 billion, respectively. Average loans as a percentage of average assets were 41.2% in 2000, 35.2% in 1999 and 37.6% in 1998. Average deposits were $5.4 billion in 2000 and $5.3 billion in 1999 and 1998.
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Results of Operations
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Net Interest Income
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Net interest income is a significant source of the Company's earnings and represents the amount by which interest income on earning assets exceeds the interest expense paid on the liabilities. Net interest income is affected by the volumes of interest-earning assets and the related funding sources, the overall mix of these assets and liabilities and the rates paid on each. Table 1 summarizes the changes in net interest income resulting from changes in volume and rates for the prior two years. Net interest margin is calculated as net interest income on a fully tax-equivalent basis (FTE) as a percentage of average earning assets. A critical component of net interest income and related net interest margin is the percentage of earning assets funded by interest-free funding sources. Net interest income, average balance sheet amounts and the corresponding yields earned and rates paid for the years 1996 through 2000 are presented in a table following the Footnotes to the Consolidated Financial Statements. Net interest income is presented on a tax-equivalent basis to adjust for the tax-exempt status of earnings from certain loans and investments, primarily obligations of state and local governments.
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FTE interest income increased by $23.9 million during 2000 to $446.8 million compared to $422.9 million in 1999. Interest income for 1999 represented a $1.0 million increase over the total for 1998 of $421.9 million. Interest expense in 2000 amounted to $196.4 million, a $13.1 million increase over 1999 expense of $183.3 million. Interest expense in 1999 decreased by $3.8 million from 1998 expense of $187.1 million. These changes resulted in an increase in net interest income for 2000 of $10.8 million to $250.4 million compared to $239.6 million for 1999 and $234.8 million in 1998.
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TABLE 1
TAX - EQUIVALENT RATE - VOLUME ANALYSIS(in thousands)
This analysis attributes changes in net interest income on a tax-equivalent basis either to changes in average balances or to changes in average rates for earning assets and interest-bearing liabilities. The change in interest due jointly to volume and rate has been allocated to volume and rate in proportion to the relationship of the absolute dollar amount of change in each. All information is presented on a tax-equivalent basis and gives effect to the disallowance of interest expense, for federal income tax purposes, related to certain tax-free assets.
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| Average Volume | Average Rate | 2000 vs. 1999 | Increase (Decrease) |
| 2000 | 1999 | 2000 | 1999 | | Volume | Rate | Total |
| | | | | Change in interest earned on: | | | |
| $3,004,754 | $2,615,978 | 8.53% | 8.14% | Loans | $ 32,789 | $ 10,711 | $ 43,500 |
| | | | | Securities: | | | |
| 2,105,720 | 2,820,009 | 5.88 | 5.47 | Taxable | (41,345) | 10,775 | (30,570) |
| 736,172 | 733,840 | 6.36 | 6.25 | Tax-exempt | 146 | 812 | 958 |
| | | | | Federal funds sold and | | | |
| 229,155 | 120,428 | 6.63 | 4.84 | resell agreements | 6,742 | 2,422 | 9,164 |
| 74,629 | 66,231 | 6.23 | 5.68 | Other | 503 | 383 | 886 |
| $6,150,430 | $6,356,486 | 7.26% | 6.65% | Total | $ (1,165) | $ 25,103 | $ 23,938 |
| | | | | Change in interest incurred on: | | | |
| $3,442,735 | $3,599,415 | 3.85% | 3.41% | Interest-bearing deposits | $ (5,523) | $ 15,202 | $ 9,679 |
| | | | | Federal funds purchased | | | |
| 1,051,205 | 1,285,200 | 5.62 | 4.47 | and repurchase agreements | (11,581) | 13,136 | 1,555 |
| 72,552 | 44,077 | 6.58 | 6.70 | Other | 1,875 | (55) | 1,820 |
| $4,566,492 | $4,928,692 | 4.30% | 3.72% | Total | $ (15,229) | $ 28,283 | $ 13,054 |
| | | | | Net interest income | $ 14,064 | $ (3,180) | $ 10,884 |
| Average Volume | Average Rate | 1999 vs. 1998 | Increase (Decrease) |
| 1999 | 1998 | 1999 | 1998 | | Volume | Rate | Total |
| | | | | Change in interest earned on: | | | |
| $2,615,978 | $2,640,933 | 8.14% | 8.66% | Loans | $ (2,144) | $(13,812) | $(15956) |
| | | | | Securities: | | | |
| 2,820,009 | 2,448,290 | 5.47 | 5.75 | Taxable | 20,590 | (6,893) | 13,697 |
| 733,840 | 557,040 | 6.25 | 6.43 | Tax-exempt | 11,076 | (1,059) | 10,017 |
| | | | | Federal funds sold and | | | |
| 120,428 | 224,121 | 4.84 | 5.49 | resell agreements | (5,272) | (1,011) | (6,283) |
| 66,231 | 72,217 | 5.68 | 5.87 | Other | (343) | (138) | (481) |
| $6,356,486 | $5,942,601 | 6.65% | 7.10% | Total | $ 23,907 | $(22,913) | $ 994 |
| | | | | Change in interest incurred on: | | | |
| $3,599,415 | $3,616,069 | 3.41% | 3.83% | Interest-bearing deposits | $ (634) | $ (14,857) | $ (15,941) |
| | | | | Federal funds purchased | | | |
| 1,285,200 | 920,637 | 4.47 | 4.94 | and repurchase agreements | 16,637 | (4,631) | 12,006 |
| 44,077 | 43,278 | 6.70 | 7.48 | Other | 59 | (343) | (284) |
| $4,928,692 | $4,579,984 | 3.72% | 4.08% | Total | $ 16,062 | $ (19,831) | $ (3,769) |
| | | | | Net interest income | $ 7,845 | $ (3,082) | $ 4,763 |
TABLE 2
ANALYSIS OF NET INTEREST MARGIN (in thousands) |
| Average earning assets | $6,150,430 | $6,356,486 | $(206,056) |
| Interest-bearing liabilities | $4,566,492 | $4,928,692 | $(362,200) |
| Interest-free funds | $1,583,938 | $1,427,794 | $ 156,144 |
Interest-free funds
(free funds to earning assets) | 25.75% | 22.46% | 3.29% |
| Tax-equivalent yield on earning assets | 7.26% | 6.65% | 0.61% |
| Cost of interest-bearing liabilities | 4.30 | 3.72 | 0.58 |
| Net interest spread | 2.96% | 2.93% | 0.03% |
| Benefit of interest-free funds | 1.11 | 0.84 | 0.27 |
| Net interest margin | 4.07% | 3.77% | 0.30% |
Average earning assets decreased by approximately 3.2% in 2000 compared to an increase of 7.0% in 1999. These assets totaled $6.2 billion in 2000 compared to $6.4 billion in 1999. The decrease in average earning assets for 2000 was entirely attributable to the Company's investment security portfolio, which decreased by 20.0%. Average loans increased by 14.9% in 2000 compared to the prior year. The decrease in the security portfolio was used to fund the growth in loans as well as a decrease in federal funds purchased and repurchase agreements. During 1999, average loans decreased by 0.9% compared to an 18.3% increase in average investment securities. During 1999, the Company experienced a reduction in outstanding loans as a result of several loan customers selling or merging their businesses. These reductions impacted the Company's ability to increase its average loans for 1999. An increase in federal funds purchased and repurchase agreements funded the increase in earning assets for 1999. Increases in both interest-bearing and noninterest-bearing deposits as well as repurchase agreements caused the increase in earning assets for 1998.
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The Company's net interest spread was 2.96% in 2000, 2.93% in 1999 and 3.02% in 1998. Net interest spread is calculated as the difference between the yield earned on earning assets and the rate paid on interest-bearing liabilities. As a result of higher interest rates in 2000 coupled with the change in the earning asset mix and the related funding sources, the Company's net interest margin increased to 4.07% in 2000, compared to 3.77% in 1999 and 3.95% in 1998. The increase in both net interest spread and margin for 2000 was the result of higher rates earned on total earning assets, which increased to 7.26% from 6.65% in 1999. This change was the result of both an increase in interest rates and a change in the mix of interest earning assets. During 2000, loans comprised 49% of earning assets, as compared with 41% during 1999. The increase in interest rates also impacted the Company's investment portfolio which achieved a yield of 6.00% in 2000 compared to 5.63% in 1999. In addition, the Company's funding costs did not increase to the same extent as the change in the yield on earning assets during 2000. Cost of funds increased by 58 basis points, compared to a 61 basis point increase in the yield on earning assets. The decrease in both net interest spread and margin for 1999 was the result of lower rates earned on total earning assets, which declined to 6.65% from 7.10% in 1998. This change was the result of both a decrease in interest rates and a change in the mix of earning assets. During 1999, loans comprised 41% of earning assets, compared to 44% during 1998. The yield on loans during 1999, as compared with 1998, decreased by 52 basis points, as a result of the rate pressure on the loan portfolio, resulting from declining interest rates and a very competitive loan market, while the yield on securities decreased by 24 basis points. As a result of continued pressure on short-term interest rates, the Company was unable to reinvest maturing securities at the same rate as the roll-off. The Company's cost of funds decreased by 36 basis points compared to 1998. The yield on loans during 1998, as compared with 1997, decreased by 29 basis points, while the yield on securities decreased by 10 basis points. The Company's funding mix and cost of funds were relatively unchanged in 1998, compared with 1997.
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As discussed above and shown in the information in Table 1, the Company's balance sheet is slightly asset sensitive. Two fundamental characteristics of the Company's balance sheet allow for growth in net interest income during a period of increasing interest rates. First, the Company's investment portfolio, which is very liquid and has an average maturity of approximately two years, represents over 46% of total earning assets. Through the regular reinvestment of scheduled maturities, the Company is able to take advantage of increases in interest rates on a very timely basis. Second, a significant portion of the Company's funding is noninterest bearing demand deposit accounts. These core deposit accounts produce a greater benefit to the Company as interest rates increase, as higher investment opportunities are not offset by an increase in funding costs. Conversely, during a period of declining interest rates, as experienced during the greater part of the 1999 and 1998, growth in net interest income is more difficult.
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The cause and level of the increase in net interest income in 2000 from that experienced in 1999 can be seen in the information in Table 1. During 2000, reductions in investment securities were used to fund an increase in higher-yielding loan balances as well as reductions in federal funds purchased and repurchase agreements, which experienced a significant increase in rates in 2000. The spread earned on the rate increases on average earnings assets was, for the most part, offset by increased cost of funds. The average rate earned on loans during 2000 increased by 39 basis points as compared to 1999, and the average rate earned on investment securities increased by 37 basis points during the same period. During 1999, increases in federal funds purchased and repurchase agreements funded the growth in average earning assets. This growth was primarily limited to increases in investment securities. The spread earned on this growth was, for the most part, offset by a reduced rate earned on earning assets, primarily loans and investment securities. The average rate earned on loans during 1999 decreased by 52 basis points as compared to 1998. The Company's cost of funds during 1999 decreased by 36 basis points.
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TABLE 3
ALLOCATION OF ALLOWANCE FOR LOAN LOSSES (in thousands)
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This table presents an allocation of the allowance for loan losses by loan categories. The breakdown is based on a number of qualitative factors; therefore, the amounts presented are not necessarily indicative of actual future charge-offs in any particular category. The percent of loans in each category to total loans is provided in Table 5.
|
Loan Category |
2000 |
1999 | December 31
1998 |
1997 |
1996 |
| Commercial | $15,550 | $15,000 | $16,000 | $17,000 | $17,300 |
| Consumer | 15,500 | 15,300 | 16,300 | 15,400 | 15,000 |
| Real estate | 800 | 750 | 750 | 750 | 1,000 |
| Agricultural | 50 | 50 | 50 | 50 | 50 |
| Leases | 50 | 50 | 50 | 50 | 50 |
| Unallocated | 48 | 43 | 19 | 24 | 14 |
| Total allowance | $31,998 | $31,193 | $33,169 | $33,274 | $33,414 |
Provision and Allowance for Loan Loss
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The allowance for loan losses (ALL) represents management's judgment of the losses inherent in the Company's loan portfolio. The provision for loan losses is the amount necessary to adjust the ALL to the level considered appropriate by management. The adequacy of the ALL is reviewed quarterly, considering such items as historical loss trends, a review of individual loans, current and projected economic conditions, loan growth and characteristics, industry or segment concentration, and other factors. Bank regulatory agencies require that the adequacy of the ALL be maintained on a bank-by-bank basis for each of the Company's subsidiaries. The Company utilizes a centralized credit administration function, which provides information on affiliate bank risk levels, delinquencies, an internal ranking system and overall credit exposure. In addition, loan requests are centrally reviewed to ensure the consistent application of the loan policy and standards.
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The Company's allowance for loan losses was $32.0 million at December 31, 2000 compared to $31.2 million at year-end 1999. This represents an allowance to total loans of 1.0% and 1.1% as of December 31, 2000 and 1999, respectively. The Company's net charge off's in 2000 were $8.4 million compared to $11.3 million in 1999 and $10.9 million in 1998. Even though net losses have decreased, the allowance for loan losses increased as a result of recent loan growth and may continue due to the impact that any slowing of the economy may have on the ability of customers to service debt. At December 31, 2000 the allowance for loan losses exceeded total nonperforming loans by $20.5 million. Nonperforming loans include nonaccrual loans and restructured loans. The year-end 2000 allowance for loan losses was 381% of net credit losses incurred during 2000.
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As shown in Table 3, the ALL has been allocated to various loan portfolio segments. The Company manages the ALL against the risk in the entire loan portfolio and, therefore, the allocation of the ALL to a particular loan segment may change in the future. In the opinion of management, the ALL is adequate based on the inherent losses in the loan portfolio at December 31, 2000. Significant changes in general economic conditions and in the ability of specific customers to repay loans could impact the level of the provision for loan losses required in future years.
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The Company recorded a provision for loan losses of $9.2 million during 2000, compared to $8.7 million in 1999 and $10.8 million in 1998. The increase in the loan loss provision in 2000 was primarily the result of the increased balance of the loan portfolio. The decrease in the loan loss provision in 1999 from the previous year was primarily the result of a reduction in losses in bankcard loans. Losses in the bankcard portfolio decreased as delinquencies and bankruptcies in this area improved. The decrease in loan loss provision in 1998 was primarily the result of lower charge-offs related to commercial loans. Decreasing losses associated with the Company's bankcard portfolio were experienced in 2000 and 1999, and Management anticipates that the losses and delinquency levels of the bankcard portfolio should remain below industry averages. Bankcard loan delinquencies over 30 days totaled 2.7% of total bankcard loans as of year-end 2000. The Company will continue to closely monitor the bankcard loan portfolio, the related collection efforts and underwriting in order to minimize credit losses.
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Table 4 presents a five-year summary of the Company's allowance for loan losses.
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TABLE 4
ANALYSIS OF ALLOWANCE FOR LOAN LOSSES (in thousands) |
| Allowance - beginning of year | $ 31,193 | $ 33,169 | $ 33,274 | $ 33,414 | $ 32,685 |
| Provision for loan losses | 9,201 | 8,659 | 10,818 | 11,875 | 10,565 |
| Allowances of acquired banks | - | 710 | - | - | - |
| Charge-offs: |
| Commercial | $ (992) | $ (2,732 | $ (322) | $ (2,992) | $ (2,668) |
| Consumer: |
| Bankcard | (5,051) | (5,377) | (7,554) | (8,130)) | (7,592) |
| Other | (5,887) | (6,393) | (6,182) | (3,103) | (1,904) |
| Real estate | (3) | (11) | - | (98) | (171) |
| Agricultural | - | (1) | (25) | (9) | - |
| Total charge-offs | $ (11,933) | $ (14,514) | $ (14,083) | $ (14,332) | $ (12,335) |
| Recoveries: |
| Commercial | $ 236 | $ 431 | $ 647 | $ 268 | $ 391 |
| Consumer: |
| Bankcard | 1,191 | 1,268 | 1,289 | 1,097 | 1,163 |
| Other | 2,073 | 1,383 | 1,049 | 684 | 532 |
| Real estate | 35 | 55 | 127 | 117 | 207 |
| Agricultural | 2 | 32 | 48 | 151 | 206 |
| Total recoveries | $ 3,537 | $ 3,169 | $ 3,160 | $ 2,317 | $ 2,499 |
| Net charge-offs | $ (8,396) | $ (11,345) | $ (10,923) | $ (12,015) | $ (9,836) |
| Allowance - end of year | $ 31,998 | $ 31,193 | $ 33,169 | $ 33,274 | $ 33,414 |
| Average loans, net of unearned interest | $3,004,754 | $2,615,978 | $2,640,933 | $2,649,023 | $2,437,829 |
| Loans at end of year, net of unearned interest | 3,073,957 | 2,841,150 | 2,559,136 | 2,786,031 | 2,557,641 |
| Allowance to loans at year-end | 1.04% | 1.10% | 1.30% | 1.19% | 1.31% |
| Allowance as a multiple of net charge-offs | 3.81x | 2.75x | 3.04x | 2.77x | 3.40x |
| Net charge-offs to: |
| Provision for loan losses | 91.25% | 131.02% | 100.97% | 101.18% | 93.10% |
| Average loans | 0.28 | 0.43 | 0.41 | 0.45 | 0.40 |
Noninterest Income
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A key objective of the Company is the growth of noninterest income to enhance profitability since fee-based services are non-credit related, provide steady income and are not directly affected by fluctuations in interest rates. These activities are also relatively low-risk and do not impact the Company's regulatory capital needs. Fee-based services provide the opportunity to offer multiple products and servicesto customers and, therefore, more closely align the customer with the Company. The Company's goal is to offer multiple products and services to its customers, the quality of which will differentiate it from the competition. Fee-based services that have been emphasized include trust and securities processing, securities trading/brokerage and cash management. Noninterest income, exclusive of net security and asset gains, as a percentage of adjusted operating revenues were 44% in 2000, compared to 43% in 1999 and 41% in 1998. Adjusted operating revenue is defined as tax-equivalent net interest income plus noninterest income, excluding net security and asset gains.
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Noninterest income, exclusive of net security gains and gains on sale of assets, was $196.7 million in 2000 compared to $184.1 million in 1999 and $164.2 million in 1998. This represents a 6.8% increase in 2000 compared to an increase of 12.2% during 1999. The growth in 2000 was driven by a 34.4% increase in securities processing, a 6.8% increase in service charges on deposit accounts and an 18.8% increase in bankcard fees. The increase in 1999 primarily resulted from a 15.0% increase in trading and investment banking fees, a 12.8% increase in trust fees and a 15.3% increase in service charges and fees.
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The Trust Division is the Company's most significant source of fee income. Trust services have long been an identified strength of the Company and are expected to continue to be the primary driver of fee income. The Company offers a full range of trust services including personal and custody services, investment management and employee benefits processing. The Company has a Private Client Services division, which offers full trust and personal banking services to high net worth individuals.
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Income from trust services totaled $56.3 million in 2000, $54.0 million in 1999 and $47.9 million in 1998. The largest contributor to the increase in trust income for 2000 and 1999 was from employee benefit services. The next largest contributor to trust income is the personal and custodial business. This more traditional line of business has generally experienced more steady, moderate growth and is more directly impacted by fluctuations in the stock and bond markets. Fee revenue in 2000 also benefited from the appreciation of assets under management. The aggregate value of managed trust assets was $14.5 billion at December 31, 2000, compared to $14.2 billion at year-end 1999 and $14.5 billion at year-end 1998.
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The Company's securities processing and custody revenue is primarily related to the mutual fund industry. Revenues from securities processing were $17.9 million in 2000, $13.3 million in 1999 and $14.7 million in 1998. The increase in revenue for 2000 was primarily driven by increased volume from several mutual fund groups that experienced a significant growth in assets during the year. Revenue for 1999 reflected a slight decrease, as new business growth was not sufficient to offset the loss of revenue from a large securities processing customer that moved to a new service provider during the year. The significant growth in the number and size of mutual funds has given the Company more opportunity to develop new customer relationships and has fueled growth from existing customers. The Company competes with companies many times its size in this line of business. Though the Company may not have the scale and price advantages of its much larger competitors, it can compete very effectively in certain areas due to better attention to customer service and overall flexibility related to services provided. Revenues from this business line may be subject to more volatility than other fee sources due to the relative size of the customer base. Management believes that the Company should be able to adjust its expense structure accordingly so that revenue volatility should not significantly impact operating results. Total trust assets under custody increased to $106.0 billion at December 31, 2000 from $103.8 billion at December 31, 1999, primarily as a result of the expansion of the Company's customer base. Trust assets under custody were $119.5 billion at December 31, 1998.
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Fees and service charges on deposit accounts were $49.3 million in 2000, $46.2 million in 1999 and $41.1 million in 1998. The increases in fees for 2000 and 1999 were primarily related to corporate deposit accounts as a result of new customer relationships and the sale of additional cash management services. Corporate and retail deposit fees also increased as a result of adjusting fee schedules to changes in market pricing. The level of compensating balances maintained by corporate customers and the earnings credit rate applied to the balances also impacts the level of fee income received. Movement of the earnings credit rate in 2000 approximated changes in the interest rate on short-term Treasury securities. Other service charges and fees decreased to $28.5 million in 2000 from $28.8 million in 1999, which had increased from $24.0 million in 1998. In 2000, modest increases in non-deposit service charges and ATM fees were offset by a decline in cash management services to mutual fund companies. Significant increases were achieved in 1999 and 1998 as a result of increased ATM fees, home banking service fees, and the sale of cash management services to mutual fund companies. The Company reduced its ATM network to 558 machines at year-end 2000, compared to 608 at year-end 1999 and 557 at year-end 1998. Bankcard fees were $15.1 million in 2000, $12.7 million in 1999 and $11.1 million in 1998.
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Trading and investment banking income totaled $19.3 million in 2000, compared to $20.7 million in 1999 and $18.0 million in 1998. The decrease in 2000 was the result of a decrease in security sales to corporate customers, primarily correspondent banks. The funding levels and loan demand of the correspondent bank customers directly impact this volume. Approximately half of the increase in 1999 resulted from an increase in retail brokerage activity. Other income was $10.2 million in 2000 compared to $7.8 million in 1999 and $7.3 million in 1998. The increase in 2000 resulted primarily from increased data processing services performed for correspondent bank customers and sale of certain non-earning assets.
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Noninterest Expense
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Total 2000 noninterest expense increased 13.0% to $353.2 million compared to 1999 expense of $312.5 million and 1998 expense of $299.9 million. Included in 2000 expenses was $21.6 million in charges related to the operations of eScout.com LLC (eScout), a majority owned subsidiary of the Company. While the results of eScout's operations impact various non-interest income and expense categories of the Company's consolidated statements of income, under the terms of its limited liability operating document, the net results of operations of this subsidiary are allocated to the outside minority investors, and therefore, eliminated through an adjustment to minority interest in loss of consolidated subsidiary. Table 16 shows a comparison of the net operating results of the Company excluding eScout. Net of eScout's expenses, operating expenses in 2000 increased by 6.1% over 1999 primarily as a result of increased staffing costs and equipment expenses. The increase in 1999 expense over 1998 was primarily driven by increases in staffing costs, the opening of the Company's new Technology CENTER, as well as upgrades to the Company's computer hardware and network. Included in 1998 expense was a $7.4 million charge related to the funding, liquidation and termination of the Company's defined benefit pension plan. Net of this charge, operating expenses in 1999 increased by 6.8% over 1998. During both 1999 and 1998 the Company experienced increases in staffing and other operating costs due to physical, operational and technological expansion efforts. Costs for those years were also impacted by efforts to prepare for year 2000 readiness.
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Costs associated with staffing are the largest component of non-interest expense as they approximate 53% of total operating costs. Salaries and employee benefits expense increased 10.5% in 2000 to $184.0 million compared to $166.6 million in 1999 and $164.0 million in 1998. Exclusive of the impact of eScout, staffing costs increased 4.8% in 2000 to $174.5 million. Staffing levels at year-end 2000 were reduced to 3,990, compared to 4,104 at the end of 1999 and 4,070 at the end of 1998. The decline in staffing levels in 2000 is indicative of the Company's efforts to gain greater efficiencies through automation and centralization of back office functions. The moderate increase in staffing costs in 2000, excluding eScout, is consistent with the Company's ongoing objective to hire, retain and reward high-quality associates, particularly in strategic and high growth areas of the Company. The increase in staff and related expense for 1999 primarily resulted from the expansion of the Company's branch network and the strategic decision to add resources to certain critical and growth areas of the Company. Average staffing levels for 1999 were greater than the year-end total as a result of decreases during the last half of the year associated with the consolidation of various bank charters and related operations. During 2000, 1999 and 1998, the Company dedicated significant resources to improve its information infrastructure. This spending has included both the upgrades of old legacy systems as well as investments in new delivery and information systems. Some of the initiatives under way or completed during 2000, 1999 and 1998 include the conversion to a new loan processing system, the conversion to a new network operating system, the conversion to a new tellertransaction processing system, a consolidated call CENTER, expanded internet capabilities, an upgrade to the core mainframe computer, a major upgrade of the customer information system, implementation of an integrated financial accounting system, new processing and information systems for trust services and the creation of an enterprise data warehouse. During 1999 and 1998, the demand for qualified data processing staff increased due to the limited resources available in the marketplace to address the millennium date change, causing the Company's costs in this area to increase. Staffing levels and costs were also impacted by the opening of 5 new facilities in 2000, 3 in 1999 and 23 in 1998. These new facilities include mini branches and grocery store branches as well as full service branch facilities. The control of staffing costs has been and will continue to be an important goal for the Company. Control of these costs must be tempered with a view of the long-term strategy of the Company. The Company has and will continue to evaluate and take advantage of centralization of administrative and operational functions. At the same time, management will strive to gain efficiencies in its existing products, services and processes. The growth rate of staffing costs is expected to moderate during 2001.
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Occupancy expense increased to $25.4 million in 2000 from $23.3 million in 1999 and $21.9 million in 1998. Equipment expense increased to $47.9 million in 2000 from $37.9 million in 1999 and $30.6 million in 1998. The increases of occupancy and equipment expenses in 2000 include $3.0 million incurred by eScout. Notwithstanding the impact of eScout, the increases in both 2000 and 1999 occupancy and equipment expense were primarily the result of the expansion efforts noted previously. Purchases of bank premises and equipment totaled $44 million in 2000, $52 million in 1999 and $51 million in 1998. The increase in spending for 1999 was impacted by cost associated with the Company's new Technology CENTER, which opened mid-year. Infrastructure costs, such as these, will continue to be evaluated and managed based on the long-term needs of and benefits to the Company.
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Expenses for supplies and services were $22.7 million in 2000, compared to $21.7 million in 1999 and $20.4 million in 1998. The increase in 2000, excluding the impact of eScout, was mainly due to increases in armored truck services resulting from centralization of cash vault functions. This cost is expected to decrease in 2001 as contracts are consolidated and renegotiated. The increase in 1999 primarily resulted from the opening of the new Technology CENTER, along with expenses associated with the centralization of certain administrative and operational functions and consolidation of several affiliate bank charters.
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TABLE 5
ANALYSIS OF LOANS BY TYPE (in thousands) |
AMOUNT |
2000 |
1999 | December 31
1998 |
1997 |
1996 |
| Commercial | $1,553,566 | $1,472,376 | $1,246,979 | $1,325,988 | $1,184,443 |
| Agricultural | 36,799 | 39,218 | 44,879 | 51,392 | 51,649 |
| Leases | 7,677 | 5,645 | 4,717 | 3,991 | 2,596 |
| Real estate - commercial | 268,264 | 207,533 | 199,324 | 231,510 | 258,561 |
| Total business-related | $1,866,306 | $1,724,772 | $1,495,899 | $1,612,881 | $1,497,249 |
| Bankcard | $176,875 | $ 163,756 | $ 163,197 | $ 184,726 | $ 183,301 |
| Other consumer installment | 878,610 | 817,732 | 771,568 | 854,605 | 731,661 |
| Real estate - residential | 152,166 | 134,890 | 128,472 | 133,819 | 145,478 |
| Total consumer-related | $1,207,651 | $1,116,378 | $1,063,237 | $1,173,150 | $1,060,440 |
| Total loans | $3,073,957 | $2,841,150 | $2,559,136 | $2,786,031 | $2,557,689 |
| Unearned interest | - | - | - | - | (48) |
| Allowance for loan losses | (31,998) | (31,193) | (33,169) | (33,274) | (33,414) |
| Net loans | $ 3,041,959 | $2,809,957 | $2,525,967 | $2,752,757 | $2,524,227 |
| Commercial | 50.5% | 51.8% | 48.7% | 47.6% | 46.3% |
| Agricultural | 1.2 | 1.4 | 1.8 | 1.9 | 2.0 |
| Leases | 0.3 | 0.2 | 0.2 | 0.1 | 0.1 |
| Real estate - commercial | 8.7 | 7.3 | 7.8 | 8.3 | 10.1 |
| Total business-related | 60.7% | 60.7% | 58.5% | 57.9% | 58.5% |
| Bankcard | 5.8% | 5.8% | 6.4% | 6.6% | 7.2% |
| Other consumer installment | 28.6 | 28.8 | 30.1 | 30.7 | 28.6 |
| Real estate - residential | 4.9 | 4.7 | 5.0 | 4.8 | 5.7 |
| Total consumer-related | 39.3% | 39.3% | 41.5% | 42.1% | 41.5% |
| Total loans | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% |
Marketing and business development costs increased in 2000 to $20.9 million from $16.8 million in 1999 and $17.4 million in 1998. The vast majority of the increase in 2000 was the result of costs associated with the start up eScout. Without the expenses of this new subsidiary, marketing and business development expense increased only 1.4% in 2000. Processing fees increased to $15.3 million in 2000 from $14.1 million in 1999 and $12.0 million in 1998. Over half of the 2000 increase was incurred by eScout. The increase in 1999 primarily resulted from costs associated with outsourcing of the Company's deskBOTTOM computer support function. The increases in legal and consulting fees to $8.0 million in 2000 from $5.0 million in 1999 and $3.5 million in 1998 are generally related to the use of third party contractors to assist with improvements to the Company's infrastructure and improvement of processes. Other operating expenses increased to $15.0 million in 2000 from $13.6 million in 1999, which was a decrease from $15.3 million in 1998. The primary factor driving the fluctuation in costs was losses from fraud and deposit processing, which had increased in 2000 after decreasing in 1999.
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Income Taxes
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Income tax expense totaled $23.0 million in 2000 and 1999, compared to $21.8 million in 1998. These expense levels equate to effective tax rates of 26.1%, 26.4% and 28.6% for 2000, 1999 and 1998, respectively. The decrease in the effective tax rates for 2000 and 1999 was primarily the result of an increase in tax exempt securities and a reduction in state and local income taxes. The primary reason for the difference between the Company's effective tax rate and the statuary rate is the effect of nontaxable income, partially offset by nondeductible goodwill amortization.
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Financial Condition
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Loans
|
Loans represent the Company's largest source of interest income. At December 31, 2000, loans amounted to $3.1 billion compared to $2.8 billion in 1999. On average, loans totaled $3.0 billion in 2000 compared to $2.6 billion in 1999. Average loan balances increased in 2000 due to the Company's ongoing sales efforts in existing and new markets in which the Company operates. Both commercial and consumer loan balances increased during 2000 and 1999, despite an increasingly competitive loan market. Commercial loan balances have increased at year-end 2000 due to the aggressive efforts of the Company's business development officers to establish new commercial relationships and expand existing ones. Consumer loan totals increased in 2000 due to new marketing campaigns throughout the Company's affiliate bank network. The market for high quality credits that are consistent with the Company's underwriting standards remained very competitive. Management anticipates that new loan volume in 2001 should outpace loan reductions, however net loan growth may be less than was achieved in the previous year. Average loan balances in 1999 were relatively flat with the prior year. One primary factor in the lack of growth in average loan totals for 1999 was the rate of pay-offs. A higher than normal volume of loans paid off during 1998 as a result of customers being sold or private placement activity. In addition, during 1998, emphasis was placed on controlling and reducing the level of losses in the indirect consumer loan portfolio, and average balances decreased. Although indirect lending has fueled much of the new activity in consumer loans, the Company intends to continue to increase its direct consumer lending. There is a much better opportunity to cross-sell other products to a direct loan customer. In addition, these loans have a better loss experience and yield than indirect loans.
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TABLE 6
LOAN QUALITY (in thousands) |
AMOUNT |
2000 |
1999 | December 31
1998 |
1997 |
1996 |
| Nonaccrual loans | $10,239 | $4,818 | $ 9,454 | $2,600 | $10,953 |
| Restructured loans | 1,272 | 1,474 | 1,292 | 1,520 | 523 |
| Total nonperforming loans | $11,511 | $6,292 | $10,746 | $4,120 | $11,476 |
| Other real estate owned | 2,038 | 2,017 | 728 | 1,968 | 1,646 |
| Total nonperforming assets | $13,549 | $8,309 | $11,474 | $6,088 | $13,122 |
| Nonperforming loans as a % of loans | 0.37% | 0.22% | 0.42% | 0.15% | 0.45% |
| Allowance as a multiple of nonperforming loans | 2.78x | 4.96x | 3.09x | 8.08x | 2.91x |
| Nonperforming assets as a % of loans |
| plus other real estate owned | 0.44% | 0.29% | 0.45% | 0.22% | 0.51% |
| Loans past due 90 days or more | $7,680 | $4,998 | $7,915 | $7,752 | $6,704 |
| As a % of loans | 0.25% | 0.18% | 0.31% | 0.28% | 0.26% |
The Parent Company's Credit Administration Department performs timely reviews of loan quality and underwriting procedures in affiliate banks, which experienced significant increases in consumer loans.
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Included in Table 5 is a five-year breakdown of loans by type. Business-related loans continue to represent the largest segment of the Company's loan portfolio, comprising approximately 60% of total loans. The focus of the Company and each of its affiliate banks is on the small- to medium-sized commercial companies within their respective trade areas. The Company targets customers that will utilize multiple banking services and products. The ownership structure of the Company and the continuity of its management and relationship officers are generally viewed by customers as a significant strength of the Company and benefit to the customer. The Company's goal is to differentiate itself from its large super-regional and national competitors through superior service, attention to detail, customer knowledge and responsiveness. The Company's size allows it to meet this goal and at the same time offer the wide range of products most customers need. This strategy has worked especially well during a period of bank consolidation and should continue to be a benefit. The Company has experienced very strong growth in the new markets it entered during the past three years. There has been a definite demand in these markets for bank services delivered with the customer-driven focus that the Company practices. The Company will continue to expand its efforts to attract customers that understand and seek the advantages of banking with a Company headquartered in their market.
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Commercial real estate loans have increased to $268 million at December 31, 2000, from $208 million at December 31, 1999 and $199 million at year-end 1998. As a percentage of total loans, commercial real estate loans now comprise 8.7% of totals, compared to 7.3% at the end of 1999. Generally, these loans are made for working capital or expansion purposes and are primarily secured by real estate with a maximum loan-to-value of 80%. Many of these properties are owner-occupied and have other collateral or guarantees as security.
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Bankcard loans have decreased as a percentage of total loans. They comprise only 5.8% of total loans at year-end 2000 and 1999. The volume growth in 2000 in bankcard loan balances is due to increased charge volume from portfolio purchases and marketing efforts of corporate card products. A significant portion of the decrease in bankcard loans in 1999 was caused by a reduction in the private label portion of the portfolio. This type of loan is generally less profitable than traditional bankcard loans and is likely to continue to decrease. The overall growth in the Company's bankcard portfolio has been hampered by increased competition from banking and nonbanking card issuers. This competition frequently lessens its credit standards and offers favorable introductory rates in an effort to obtain transfer balances from other cards. The Company has elected not to seek loan volume in such a manner. The Company's credit and underwriting standards have become stricter as more consumers acquire multiple credit cards with revolving balances.
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Loan Quality
|
The strength of the Company's credit standards is reflected in the credit quality of the loan portfolio. A primary indicator of credit quality and risk management is the level of nonperforming loans. Nonperforming loans include both nonaccrual loans and restructured loans. The Company's nonperforming loans increased to $11.5 million at December 31, 2000, compared to $6.3 million a year earlier. Approximately 70% of the total nonperforming loan balance at year-end 2000 was represented by a single customer. The level of nonperforming loans at year-end 2000 represents 0.37% of total loans compared to 0.22% in 1999. The increase in nonperforming loans in 2000 was primarily related to one large credit, for which no loss is currently expected. The Company's nonperforming loans have not exceeded 0.50% of total loans in any of the last six years.
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The Company had $2.0 million in other real estate owned as of December 31, 2000 and 1999. Loans past due more than 90 days totaled $7.7 million at December 31, 2000 compared to $5.0 million at December 31, 1999. Bankcard loans represented approximately 21% of these past due totals at December 31, 2000.
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Key factors of the Company's loan quality program are a sound credit policy combined with periodic and independent credit reviews. All affiliate banks operate under written loan policies. Credit decisions continue to be based on the borrower's cash flow and the value of underlying collateral, as well as other relevant factors. Each bank is responsible for evaluating its loans by using a ranking system. In addition, the Company has an internal loan review staff that operates independently of the affiliate banks. This review team performs periodic examinations of each bank's loans for credit quality, documentation and loan administration. The respective regulatory authority of each affiliate bank also reviews loan portfolios.
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Another means of ensuring loan quality is diversification. By keeping its loan portfolio diversified, the Company has avoided problems associated with undue concentrations of loans within particular industries. Commercial real estate loans comprise less than 9% of total loans, with no history of significant losses. The Company has no significant exposure to highly leveraged transactions and has no foreign credits in its loan portfolio.
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TABLE 7
SECURITIES AVAILABLE FOR SALE (in thousands) |
December 31, 2000 | Amortized
Cost | Fair
Value |
Yield |
| U.S. Treasury | $ 962,213 | $ 965,411 | 5.63% |
| U.S. Agencies | 1,162,495 | 1,163,074 | 6.24 |
| Mortgage-backed | 186,779 | 185,848 | 6.35 |
| State and political subdivisions | 1,835 | 1,809 | 4.81 |
| Commercial paper | 124,241 | 124,241 | 6.48 |
| Federal Reserve Bank Stock | 6,697 | 6,697 | |
| Equity and other | 2,982 | 2,916 | |
| Total | $2,447,242 | $2,449,996 | |
December 31, 1999 | Amortized
Cost | Fair
Value |
Yield |
| U.S. Treasury | $1,387,543 | $1,375,694 | 5.62% |
| U.S. Agencies | 1,246,644 | 1,241,944 | 5.65 |
| Mortgage-backed | 252,622 | 248,723 | 6.19 |
| State and political subdivisions | 2,985 | 2,914 | 5.78 |
| Commercial paper | 270,594 | 270,594 | 5.97 |
| Federal Reserve Bank Stock | 6,744 | 6,744 | |
| Equity and other | 2,516 | 2,522 | |
| Total | $3,169,648 | $3,149,135 | |
TABLE 8
INVESTMENT SECURITIES(in thousands) |
December 31, 2000 |
Amortized
Cost |
Fair
Value | Yield/
Average
Maturity |
| Due in 1 year or less | $139,253 | $139,144 | 6.31% |
| Due after 1 year through 5 years | 502,903 | 502,598 | 6.33 |
| Due after 5 years through 10 years | 53,314 | 53,477 | 6.49 |
| Total | $695,470 | $695,219 | 2 yr. 9 mo. |
| Due in 1 year or less | $ 90,659 | $ 90,488 | 6.51% |
| Due after 1 year through 5 years | 488,446 | 483,527 | 6.28 |
| Due after 5 years through 10 years | 169,546 | 164,155 | 6.17 |
| Total | $748,651 | $738,170 | 3 yr. 5 mo. |
A loan is generally placed on nonaccrual status when payments are past due 90 days or more and/or when management has considerable doubt about the borrower's ability to repay on the terms originally contracted. The accrual of interest is discontinued and recorded thereafter only when actually received in cash. At year-end 2000, $171,000 of interest due was not recorded as earned, compared to $276,000 for the prior year.
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Certain loans are restructured to provide a reduction or deferral of interest or principal due to deterioration in the financial condition of the respective borrowers. Management estimates that approximately $38,000 of additional interest would have been earned in 2000 if these loans had been performing in accordance with their original contracts. In certain instances, the Company continues to accrue interest on loans past due 90 days or more. Though the loan payments are delinquent, collection of interest and principal is expected to resume, and sufficient collateral is believed to exist to protect the Company from significant loss. Consequently, management considers the ultimate collection of these loans to be reasonable and has recorded $158,000 of interest due as earned for 2000. The comparative amount for 1999 was $105,000.
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Securities
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The Company's security portfolio provides significant liquidity as a result of the composition and average life of the underlying securities. This liquidity can be used to fund loan growth or to offset the outflow of traditional funding sources. In addition to providing a source of potential liquidity, the security portfolio is used as a tool to manage interest rate sensitivity. The Company's goal in the management of its securities portfolio is to maximize return within the Company's parameters of liquidity goals, interest rate risk and credit risk. Historically, the Company has maintained very high liquidity levels while investing in only high-grade securities. The security portfolio generates the Company's second largest component of interest income. Securities available for sale and held to maturity comprised 38.1% of earning assets as of December 31, 2000, compared to 45.5% at year-end 1999. The decrease in 2000 resulted from outflows of funds for growth in theloan portfolio and reductions in federal funds purchased and repurchase agreements. Securities totaled $3.1 billion at December 31, 2000, compared to $3.9 billion as of December 31, 1999. Loan demand is expected to be the primary factor impacting changes in the level of security holdings.
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TABLE 9
MATURITIES OF TIME DEPOSITS OF $100,000 OR MORE(in thousands) |
| Maturing within 3 months | $299,844 | $388,838 |
| After 3 months but within 6 | 36,393 | 57,096 |
| After 6 months but within 12 | 52,095 | 92,611 |
| After 12 months | 23,743 | 27,826 |
Securities available for sale comprised 78% of the Company's securities portfolio at December 31, 2000 compared to 81% at year-end 1999. U.S. Treasury obligations comprised 39% of the available for sale portfolio as of December 31, 2000, compared with 44% one year earlier. U.S. Agency obligations represented an additional 47% of this portfolio at year-end 2000, compared with 39% at year-end 1999. In order to improve the yield of the securities portfolio, the Company periodically will choose to alter the mix of the portfolio as opposed to significantly lengthening the average life of the portfolio. Securities available for sale had a net unrealized gain of $2.8 million at year-end 2000 compared to an unrealized loss of $20.5 million the preceding year. These amounts are reflected, on an after-tax basis, in the Company's shareholders' equity as an unrealized gain of $1.8 million at year-end 2000 and an unrealized loss of $12.8 million for 1999.
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The securities portfolio achieved an average yield on a tax-equivalent basis of 6.00% for 2000 compared to 5.63% in 1999 and 5.87% in 1998. The yield on the portfolio increased by 37 basis points in 2000 as a result of the impact of increases in short-term interest. A significant portion of the investment portfolio must be reinvested each year as a result of its liquidity. The average life of the core securities portfolio was 22 months at December 31, 2000 compared to 26 months at year-end 1999.
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Included in Tables 7 and 8 are analyses of the cost, fair value and average yield of securities available for sale and securities held to maturity.
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TABLE 10
ANALYSIS OF AVERAGE DEPOSITS(in thousands) |
| Amount | 2000 | 1999 | 1998 | 1997 | 1996 |
| Noninterest-bearing demand | $1,922,019 | $1,748,926 | $1,702,282 | $1,576,206 | $1,386,173 |
| Interest-bearing demand and savings | 2,270,562 | 2,281,458 | 2,260,240 | 2,143,869 | 2,056,681 |
| Time deposits under $100,000 | 824,307 | 860,456 | 875,480 | 898,910 | 948,626 |
| Total core deposits | $5,016,888 | $4,890,840 | $4,838,002 | $4,618,985 | $4,391,480 |
| Time deposits of $100,000 or more | 347,866 | 457,501 | 480,349 | 310,814 | 276,476 |
| Total deposits | $5,364,754 | $5,348,341 | $5,318,351 | $4,929,799 | $4,667,956 |
| Noninterest-bearing demand | 35.8% | 32.7% | 32.0% | 32.0% | 29.7% |
| Interest-bearing demand and savings | 42.3 | 42.6 | 42.5 | 43.5 | 44.1 |
| Time deposits under $100,000 | 15.4 | 16.1 | 16.5 | 18.2 | 20.3 |
| Total core deposits | 93.5% | 91.4% | 91.0% | 93.7% | 94.1% |
| Time deposits of $100,000 or more | 6.5 | 8.6 | 9.0 | 6.3 | 5.9 |
| Total deposits | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% |
TABLE 11
SHORT - TERM DEBT (in thousands) |
| At year-end | | | | |
| Federal funds purchased | $ 27,566 | 6.42% | $ 225,350 | 3.31% |
| Repurchase agreements | 882,189 | 5.82 | 1,192,013 | 4.60 |
| Other | 72,184 | 6.26 | - | - |
| Total | $ 981,939 | 5.87% | $1,417,363 | 4.40% |
| Average for the year | | | | |
| Federal funds purchased | $ 136,488 | 6.22% | $ 119,570 | 5.16% |
| Repurchase agreements | 914,717 | 5.53 | 1,165,630 | 4.40 |
| Other | 43,048 | 6.44 | 3,836 | 4.57 |
| Total | $1,094,253 | 5.65% | $1,289,036 | 4.47% |
| Maximum month-end balance | | | | |
| Federal funds purchased | $ 304,931 | | $ 353,836 | |
| Repurchase agreements | 1,355,741 | | 1,257,460 | |
| Other | 161,944 | | 200,380 | |
TABLE 12
RISK - BASED CAPITAL (in thousands) |
| The table below computes risk-based capital in accordance with current regulatory guidelines. These guidelines as of December 31, 2000, excluded net unrealized gains or losses on securities available for sale from the computation of regulatory capital and the related risk-based capital ratios. |
| Risk-Weighted Assets | 0% | 20% | 50% | 100% | Total |
| Loans: | | | | | |
| Residential mortgage | - | $ 234 | $129,039 | $ 22,893 | $ 152,166 |
| All other | - | 171,619 | - | 2,750,172 | 2,921,791 |
| Total loans | - | $ 171,853 | $ 129,039 | $2,773,065 | $3,073,957 |
| Securities available for sale: | | | | | |
| U.S. Treasury | $ 962,213 | - | - | - | $ 962,213 |
| U.S. agencies and mortgage-backed | 836 | 1,348,438 | - | - | 1,349,274 |
| State and political subdivisions | - | 1,835 | - | - | 1,835 |
| Commercial paper and other | 6,697 | - | - | 127,223 | 133,920 |
| Total securities available for sale | $ 969,746 | $1,350,273 | - | $ 127,223 | $2,447,242 |
| Investment securities | - | 645,436 | 50,034 | - | 695,470 |
| Trading securities | 1,693 | 76,732 | - | 405 | 78,830 |
| Federal funds and resell agreements | - | 161,076 | - | - | 161,076 |
| Cash and due from banks | 303,759 | 673,399 | - | - | 977,158 |
| All other assets | - | - | - | 418,858 | 418,858 |
| Category totals | $1,275,198 | $3,078,769 | $ 179,073 | $3,319,551 | $7,852,591 |
| Risk-weighted totals | - | $ 615,754 | $ 89,537 | $3,319,551 | $4,024,842 |
| Off-balance-sheet items (risk-weighted) | - | 1,867 | - | 349,242 | 351,109 |
| Total risk-weighted assets | $ - | $ 617,621 | $ 89,537 | $3,668,793 | $4,375,951 |
| Shareholders' equity | $ 702,934 | - | $ 702,934 | | |
| Minority interest in net assets of subsidiary | 38,116 | - | 38,116 | | |
| Less accumulated other comprehensive income | (1,776) | - | (1,776) | | |
| Less premium on purchased banks | (43,527) | - | (43,527) | | |
| Allowance for loan losses | - | 31,998 | 31,998 | | |
| Total capital | $ 695,747 | $ 31,998 | $ 727,745 | | |
| Capital ratios | | | | | |
| Tier 1 capital to risk-weighted assets | | | 15.90% | | |
| Total capital to risk-weighted assets | | | 16.63% | | |
| Leverage ratio ( Tier 1 to total assets less premium on purchased banks) | | | 8.89% | | |
Other Earning Assets
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Federal funds transactions essentially are overnight loans between financial institutions, which allow for either the daily investment of excess funds or the daily borrowing of another institution's funds in order to meet short-term liquidity needs. The net purchased position at year-end 2000 was $17.6 million, compared to $211.9 million for year-end 1999. During 2000 and 1999, the Company was a net purchaser of federal funds, and this funding source averaged $96.3 million in 2000, compared to $89.4 million during 1999.
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The Investment Banking Division of the Company's principal affiliate bank buys and sells federal funds as agent for nonaffiliated banks. Due to the agency arrangement, these transactions do not appear on the balance sheet and averaged $611.8 million in 2000 and $908.8 million in 1999.
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At December 31, 2000, the Company had acquired securities under agreements to resell of $151.1 million compared to $119.2 million at year-end 1999. The Company uses these instruments as short-term secured investments, in lieu of selling federal funds, or to acquire securities required for a repurchase agreement. These investments averaged $189.0 million in 2000 and $90.2 million in 1999.
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The Investment Banking Division also maintains an active securities trading inventory. The average holdings in the securities trading inventory in 2000 were $72.8 million, compared to $64.5 million in 1999, and were recorded at market value.
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Deposits and Borrowed Funds
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Deposits represent the Company's primary funding source for its asset base. Deposits are gathered from various sources including commercial customers, individual retail consumers and mutual fund and trust customers. Deposits totaled $5.9 billion at December 31, 2000, and at year-end 1999. Deposits averaged $5.4 billion in 2000 compared to $5.3 billion in 1999. The Company has continued to expand, improve and promote its cash management services in order to attract and retain commercial funding customers.
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Noninterest-bearing demand deposits averaged $1.9 billion and $1.7 billion during 2000 and 1999, respectively. These deposits represented 35.8% of average deposits in 2000, compared to 32.7% in 1999. The Company's large commercial customer base provides a significant source of noninterest-bearing deposits. Many of these commercial accounts, though they do not earn interest, receive an earnings credit to offset the cost of other services provided by the Company.
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Securities sold under agreements to repurchase totaled $882.2 million at December 31, 2000, and $1,192.0 million at year-end 1999. This liability averaged $914.7 million in 2000 and $1,165.6 million in 1999. Repurchase agreements are transactions involving the exchange of investment funds by the customer, for securities by the Company, under an agreement to repurchase the same or similar issues at an agreed-upon price and date. The Company enters into these transactions with its downstream correspondent banks, commercial customers, and various trust, mutual fund and local government relationships.
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The Company's long-term debt includes one senior note issue for $15 million and $0.1 million in installment notes. The senior note represents funds borrowed in 1993 under a medium-term program to fund bank acquisitions. This $15.0 million note had an original maturity of ten years at 7.30%. Also included in long-term debt is the Company's guarantee of a loan incurred in January 1996 by its Employee Stock Ownership Plan. Principal and interest, at 6.10%, are due quarterly over seven years. The Plan is using Company contributions to service this debt. The Company also has three fixed-rate advances from the Federal Home Loan Bank at rates of 5.89%, 7.13% and 7.61%. These advances, collateralized by Company securities, are used to offset interest rate risk of longer term fixed rate loans.
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Capital
|
The Company places a significant emphasis on the maintenance of a strong capital position, which helps safeguard its customers' funds, promotes investor confidence, provides access to funding sources under favorable terms, and enhances the Company's ability to capitalize on business growth and acquisition opportunities. Capital is managed for each subsidiary based upon its respective risks and growth opportunities as well as regulatory requirements.
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Total shareholders' equity was $702.9 million at December 31, 2000, compared to $655.0 million one year earlier. The Company guarantees the debt of its ESOP, the proceeds of which were used to acquire shares of the Company's common stock. The shares acquired by the ESOP that have not been allocated to plan participants are included as a reduction to shareholders' equity. During each year, management had the opportunity to repurchase shares of the Company's stock at prices, which, in management's opinion, would enhance overall shareholder value. During 2000 and 1999, the Company acquired 503,906 and 926,537 shares, respectively, of its common stock.
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Risk-based capital guidelines established by regulatory agencies establish minimum capital standards based on the level of risk associated with a financial institution's assets. A financial institution's total capital is required to equal at least 8% of risk-weighted assets. At least half of that 8% must consist of Tier 1 core capital, and the remainder may be Tier 2 supplementary capital. The risk-based capital guidelines indicate the specific risk weightings by type of asset. Certain off-balance-sheet items (such as standby letters of credit and binding loan commitments) are multiplied by credit conversion factors to translate them into balance sheet equivalents before assigning them specific risk weightings. Due to the Company's high level of core capital and substantial portion of earning assets invested in government securities, the Tier 1 capital ratio of 15.90% and total capital ratio of 16.63% substantially exceed the regulatory minimums.
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TABLE 13
MARKET RISK(in thousands) |
| Rates in Basis Points (Rate Shock) | Amount | Change | % Change |
| 200 | $1,827,299 | $ 43,979 | 2.47% |
| 100 | 1,813,721 | 30,401 | 1.70 |
| Static | 1,783,320 | - | - |
| (100) | 1,694,199 | (89,121) | (5.00) |
| (200) | 1,598,347 | (184,973) | (10.37) |
Interest Rate Sensitivity
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Due to the nature of the Company's business, some degree of interest rate risk is inherent and appropriate. Management's objective in this area is to limit the level of earnings exposure arising from interest rate movements. Analysis of this risk is related to liquidity due to the impact of maturing assets and liabilities. Many of the Company's financial instruments reprice prior to maturity.
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Interest rate sensitivity is measured by gaps, which are the differences between interest-earning assets and interest-bearing liabilities, which reprice or mature within a specific time interval. A positive gap indicates that interest-earning assets exceed interest-bearing liabilities within a given interval. A positive gap position results in increased net interest income when rates increase and the opposite when rates decline.
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Management attempts to structure the balance sheet to provide for the repricing of approximately equal amounts of assets and liabilities within specific time intervals. Table 14 is a static gap analysis, which presents the Company's assets and liabilities, based on their repricing or maturity characteristics. This analysis shows that for the 180-day interval, beginning January 1, 2001, the Company is in a positive gap position because assets maturing or repricing during this time exceed liabilities.
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TABLE 14
INTEREST RATE SENSITIVITY ANALYSIS (in millions) |
| December 31, 2000 | 1-90
Days | 91-180
Days | 181-365
Days | Total | Over 365
Days | Total |
| Loans | $1,575.9 | $141.7 | $215.9 | $1,933.5 | $1,140.5 | $3,074.0 |
| Securities* | 1,124.9 | 258.5 | 408.7 | 1,792.1 | 1,353.4 | 3,145.5 |
| Federal funds sold and resell agreements | 161.1 | 0.0 | 0.0 | 161.1 | 0.0 | 161.1 |
| Other | 80.6 | 0.0 | 0.0 | 80.6 | 0.0 | 80.6 |
| Total earning assets | $2,942.5 | $400.2 | $624.6 | $3,967.3 | $2,493.9 | $6,461.2 |
| % of total earning assets | 45.5% | 6.2% | 9.7% | 61.4% | 38.6% | 100.0% |
| Interest-bearing demand and savings | $1,334.9 | $ 0.0 | $ 0.0 | $1,334.9 | $1,216.4 | $2,551.3 |
| Time deposits | 583.8 | 169.9 | 187.3 | 941.0 | 263.1 | 1,204.1 |
| Federal funds purchased and repurchase agreements | 909.8 | 0.0 | 0.0 | 909.8 | 0.0 | 909.8 |
| Borrowed funds | 69.6 | 0.8 | 5.1 | 75.5 | 23.7 | 99.2 |
| Noninterest-bearing sources | 0.0 | 0.0 | 0.0 | 0.0 | 1,696.8 | 1,696.8 |
| Total funding sources | $2,898.1 | $170.7 | $192.4 | $3,261.2 | $3,200.0 | $6,461.2 |
| % of total earning assets | 44.9% | 2.6% | 3.0% | 50.5% | 49.5% | 100.0% |
| Interest sensitivity gap | $ 44.4 | $229.5 | $432.2 | $ 706.1 | $ (706.1) | |
| Cumulative gap | 44.4 | 273.9 | 706.1 | 706.1 | - | |
| As a % of total earning assets | 0.7% | 4.2% | 10.9% | 10.9% | - | |
| Ratio of earning assets to funding sources | 1.02 | 2.34 | 3.25 | 1.22 | 0.78 | |
| Cumulative ratio - 2000 | 1.02 | 1.09 | 1.22 | 1.22 | 1.00 | |
| Cumulative ratio - 1999 | 0.82 | 0.87 | 0.97 | 0.97 | 1.00 | |
| Cumulative ratio - 1998 | 0.99 | 1.01 | 1.12 | 1.12 | 1.00 | |
| *Includes securities available for sale based on scheduled maturity dates. |
In management's opinion, the static gap report tends to overstate the interest rate risk of the Company due to certain factors, which are not measured on a static or snapshot analysis. A static gap analysis assumes that all liabilities reprice based on their contractual term. However, the effect of rate increases on core deposits, approximately 93% of total deposits, tends to lag the change in market rates. This lag generally lessens the negative impact of rising interest rates when the Company has more liabilities subject to repricing than assets. In addition, a static analysis ignores the impact of changes in the mix and volume of interest-bearing assets and liabilities. During 2000, the Company's loans increased as a percentage of total earning assets, and noninterest-bearing demand deposit accounts represented a larger component of total funding sources. Due to the limitations of a static gap analysis, the Company also monitors and manages interest rate risk through the use of simulation models. These models allow for input of various factors and assumptions, which influence interest rate risk. This method presents a more realistic view of the impact on the Company's earnings resulting from movement in interest rates.
|
Simulation tools are the primary tool that the Company uses to manage its interest rate risk. The Company does not use off-balance-sheet hedges or swaps to manage this risk except for use of future contracts to offset interest rate risk on specific securities held in the trading portfolio.
|
The Company's interest rate sensitivity is also monitored by management through the use of a model which internally generates estimates of the change in net portfolio value (NPV) over a range of instantaneous and sustained interest rate scenarios. NPV is the present value of expected cash flows from assets, liabilities and off-balance sheet contracts. These assets and liabilities of the Company are comprised primarily of financial instruments which give rise to cash flows. By projecting the timing and amount of future net cash flows, an estimated value of that asset or liability can be determined. Market values of the Company's investment in loans and debt securities fluctuate with movements in market interest rates. Prepayments of principal are closely correlated with interest rates and effect future cash flows. Certain deposits and other borrowings of the Company are also sensitive to interest rate changes. Table 13 sets forth the Company's NPV as of December 31, 2000. Although the NPV measurements provide an indication of the Company's interest rate risk exposure at a particular point-in-time, such measurements are not intended to, and do not provide a precise forecast of the effect of changes in market rates on the Company's net interest income and may differ from actual results.
|
Liquidity
|
Liquidity represents the Company's ability to meet financial commitments through the maturity and sale of existing assets or availability of additional funds. The primary source of liquidity for the Company is regularly scheduled payments on and maturities of assets along with $2.4 billion of high-quality securities available for sale. The liquidity of the Company and its affiliate banks is also enhanced by its activity in the federal funds market and by its core deposits. Neither the Parent Company, nor its subsidiaries are active in the debt market. The traditional funding source for the Company's subsidiary banks has been core deposits. The Parent Company has not issued any debt since 1993 when $25 million of medium-term notes were issued to fund bank acquisitions. These notes are rated A3 by Moody's Investor Service and A- by Standard and Poors. Based upon regular contact with brokerage firms, management is confident in its ability to raise debt or equity capital on favorable terms, should the need arise.
|
The Parent Company's cash requirements consist primarily of dividends to shareholders, debt service and treasury stock purchases. Management fees and dividends received from subsidiary banks traditionally have been sufficient to satisfy these requirements and are expected to in the future. The Company's subsidiary's banks are subject to various rules, depending on their location and primary regulator, regarding payment of dividends to the Parent Company. For the most part, all banks can pay dividends at least equal to their current year's earnings without seeking prior regulatory approval. From time to time, approvals have been requested to allow a subsidiary bank to pay a dividend in excess of its current capacity. All such requests have been approved.
|
eScout.com LLC
|
During the first quarter of 2000, the Company's lead bank formed a subsidiary under the name of eScout.com LLC (eScout), minority interests in which were acquired by several outside investors. The function of eScout is to serve as an electronic commerce network for UMB customers, correspondent banks and their commercial customers, and other small businesses. Though eScout's income and expenses are included in the Company's consolidated statement of income for 2000, the results of operations of the subsidiary are eliminated from the Company's net operating results as an adjustment to minority interest in net loss of consolidated subsidiary. Prior to its formation, the start-up and initial operating costs of eScout were funded by the Company's lead bank. These direct costs did not materially impact the overall results of operations of the company. Table 16 presents the consolidated statements of income for the Company, excluding the results of operations for eScout, for the three years ending December 31, 2000.
|
TABLE 15
RATE SENSITIVITY AND MATURITY OF LOANS |
| The following table presents the rate sensitivity of certain loans maturing after 2001, compared with the total loan portfolio as of December 31, 2000. Of the $1,738,047 of loans due after 2001, $1,113,823 are to individuals for the purchase of residential dwellings and other consumer goods. The remaining $624,224 is for all other purposes and reflects maturities of $558,406 in 2002 through 2005 and $65,818 after 2005. |
| |
| December 31, 2000 (in thousands) |
Loans due 2001:
Residential homes and consumer goods | $ 93,828 | |
| All other | 1,242,082 | |
Loans due after 2001:
Variable interest rate | $ 440,400 | |
| Fixed interest rate | 1,297,647 | |
| Allowance for loan losses | | (31,998) |
TABLE 16
COMPARATIVE RESULTS OF OPERATIONS EXCLUDING ESCOUT.COM LLC |
| Net interest income after provision | $ 224,062 | $ 215,406 | $ 211,715 |
| Noninterest Income | $ 195,718 | $ 184,122 | $ 164,152 |
| Noninterest Expense |
| Salaries and employee benefits | $ 174,528 | $ 166,582 | $ 164,031 |
| Occupancy, net | 25,106 | 23,325 | 21,933 |
| Equipment | 45,216 | 37,916 | 30,615 |
| Bankcard processing | 6,915 | 6,429 | 7,617 |
| Supplies and services | 22,240 | 21,677 | 20,383 |
| Marketing and business development | 17,018 | 16,785 | 17,449 |
| Processing fees | 14,671 | 14,077 | 11,966 |
| Legal and consulting | 4,933 | 4,955 | 3,522 |
| Amortization of intangibles on purchased banks | 7,160 | 7,101 | 7,086 |
| Other | 13,886 | 13,629 | 15,289 |
| Total noninterest expense | $ 331,673 | $ 312,476 | $ 299,891 |
| Income before income taxes | $ 88,107 | $ 87,052 | $ 75,976 |
| Income tax provision | 22,996 | 22,975 | 21,762 |
| Net income | $ 65,111 | $ 64,077 | $ 54,214 |
TABLE 17
SUMMARY OF OPERATING RESULTS BY QUARTER (in thousands except per share data) |
| (unaudited) | Three Months Ended |
| 2000 | March 31 | June 30 | Sept. 30 | Dec. 31 |
| Interest income | $110,244 | $106,309 | $107,864 | $106,395 |
| Interest expense | 52,239 | 48,483 | 49,004 | 46,651 |
| Net interest income | $ 58,005 | $ 57,826 | $ 58,860 | $ 59,744 |
| Provision for loan losses | 1,905 | 2,131 | 2,513 | 2,652 |
| Noninterest income | 48,412 | 50,008 | 49,318 | 48,942 |
| Noninterest expense | 83,405 | 86,977 | 90,086 | 92,776 |
| Minority interest in loss of consolidated sub | 941 | 4,053 | 6,520 | 7,923 |
| Income tax provision | 5,504 | 6,121 | 5,769 | 5,602 |
| Net income | $ 16,544 | $ 16,658 | $ 16,330 | $ 15,579 |
| 1999 | March 31 | June 30 | Sept. 30 | Dec. 31 |
| Interest income | $101,883 | $ 99,005 | $100,568 | $105,932 |
| Interest expense | 44,840 | 43,155 | 46,114 | 49,214 |
| Net interest income | $ 57,043 | $ 55,850 | $ 54,454 | $ 56,718 |
| Provision for loan losses | 2,487 | 2,468 | 1,966 | 1,738 |
| Noninterest income | 44,136 | 47,786 | 44,821 | 47,379 |
| Noninterest expense | 75,720 | 78,755 | 76,759 | 81,242 |
| Income tax provision | 6,555 | 6,132 | 5,065 | 5,223 |
| Net income | $ 16,417 | $ 16,281 | $ 15,485 | $ 15,894 |
| Per Share | Three Months Ended |
| 2000 | March 31 | June 30 | Sept. 30 | Dec. 31 |
| Net income - basic | $ 0.77 | $ 0.78 | $ 0.77 | $ 0.74 |
| Net income - diluted | $ 0.77 | $ 0.78 | $ 0.77 | $ 0.74 |
| Dividend | 0.20 | 0.20 | 0.20 | 0.20 |
| Book value | 30.83 | 31.44 | 32.36 | 33.16 |
Market price:
|
| High | 37.06 | 39.00 | 37.56 | 38.00 |
| Low | 31.06 | 32.81 | 34.00 | 32.88 |
| Close | 36.75 | 32.81 | 37.25 | 37.38 |
| 1999 | March 31 | June 30 | Sept. 30 | Dec. 31 |
| Net income - basic | $ 0.74 | $ 0.75 | $ 0.72 | $ 0.74 |
| Net income - diluted | $ 0.74 | $ 0.75 | $ 0.72 | $ 0.74 |
| Dividend | 0.18 | 0.18 | 0.18 | 0.18 |
| Book value | 29.84 | 29.82 | 30.20 | 30.38 |
Market price:
|
| High | 42.22 | 40.17 | 41.82 | 40.11 |
| Low | 35.23 | 35.80 | 37.95 | 35.75 |
| Close | 35.23 | 38.98 | 37.95 | 37.75 |
| CONSOLIDATED BALANCE SHEETS (in thousands) |
| Loans: |
| Commercial, financial and agricultural | $1,590,365 | $1,511,594 |
| Consumer | 1,055,485 | 981,488 |
| Real estate | 420,430 | 342,423 |
| Leases | 7,677 | 5,645 |
| Allowance for loan losses | (31,998) | (31,193) |
| Net loans | $3,041,959 | $2,809,957 |
| Securities available for sale: |
| U.S. Treasury and agencies | $1,270,557 | $1,449,180 |
| U.S. Treasury and agencies pledged to creditors | 857,928 | 1,168,458 |
| State and political subdivisions | 1,809 | 2,914 |
| Mortgage-backed | 185,848 | 248,723 |
| Commercial paper and other | 133,854 | 279,860 |
| Total securities available for sale | $2,449,996 | $3,149,135 |
| Investment securities: State and political subdivisions |
| (market value of $695,219 and $738,170, respectively) | 695,470 | 748,6510 |
| Federal funds sold | 10,000 | 13,458 |
| Securities purchased under agreements to resell | 151,076 | 119,206 |
| Trading securities and other | 80,664 | 77,074 |
| Total earning assets | $6,429,165 | $6,917,481 |
| Cash and due from banks | 975,324 | 766,108 |
| Bank premises and equipment, net | 250,700 | 239,535 |
| Accrued income | 71,642 | 74,361 |
| Premiums on and intangibles of purchased banks | 43,550 | 50,710 |
| Other assets | 96,502 | 81,947 |
| Total assets | $7,866,883 | $8,130,142 |
| Liabilities and Shareholders' Equity |
| Noninterest-bearing demand | $2,179,776 | $1,941,195 |
| Interest-bearing demand and savings | 2,551,326 | 2,552,943 |
| Time deposits under $100,000 | 792,027 | 863,426 |
| Time deposits of $100,000 or more | 412,075 | 566,371 |
| Total deposits | $5,935,204 | $5,923,935 |
| Federal funds purchased | 27,566 | 225,350 |
| Securities sold under agreements to repurchase | 882,189 | 1,192,013 |
| Short-term debt | 72,184 | - |
| Long-term debt | 27,041 | 37,904 |
| Accrued expenses and taxes | 50,981 | 36,952 |
| Other liabilities | 168,784 | 058,997 |
| Total liabilities | $7,163,949 | $7,475,151 |
| Common stock, $1.00 par, Authorized 33,000,000 shares 26,472,039 shares issued | $ 26,472 | $ 26,472 |
| Capital surplus | 683,220 | 683,410 |
| Retained earnings | 196,705 | 148,728 |
| Accumulated other comprehensive income (loss) | 1,776 | (12,836) |
| Unearned ESOP shares | (4,991) | (7,491) |
| Treasury stock, 5,188,807 and 4,702,849 shares, at cost, respectively | (200,248) | (183,292) |
| Total shareholders' equity | $ 702,934 | $ 654,991 |
| Total liabilities and shareholders' equity | $7,866,883 | $ 8,130,142 |
| See Notes to Financial Statements |
| CONSOLIDATED STATEMENTS OF INCOME( in thousands except share and per share data) |
| Interest Income | 2000 | 1999 | 1999 |
| Loans | $ 255,581 | $ 212,054 | $ 227,919 |
| Securities available for sale | 123,923 | 154,512 | 140,688 |
| Investment securities: |
| Taxable interest | $ 551 | $ 763 | $ 943 |
| Tax-exempt interest | 31,036 | 30,451 | 23,764 |
| Total investment securities income | $ 31,587 | $ 31,214 | $ 24,707 |
| Federal funds and resell agreements | 15,193 | 6,029 | 12,312 |
| Trading securities and other | 4,528 | 3,579 | 3,999 |
| Total interest income | $430,812 | $407,388 | $409,625 |
| Deposits | $132,555 | $122,876 | $138,367 |
| Federal funds and repurchase agreements | 59,048 | 57,493 | 45,487 |
| Short-term debt | 2,734 | 175 | 25 |
| Long-term debt | 2,040 | 2,779 | 3,213 |
| Total interest expense | $196,377 | $183,323 | $187,092 |
| Net interest income | $234,435 | $224,065 | $222,533 |
| Provision for loan losses | 9,201 | 8,659 | 10,818 |
| Net interest income after provision | $225,234 | $215,406 | $211,715 |
| Trust fees | $ 56,328 | $ 54,045 | $ 47,895 |
| Securities processing | 17,864 | 13,288 | 14,748 |
| Trading and investment banking | 19,327 | 20,734 | 18,025 |
| Service charges on deposit accounts | 49,340 | 46,210 | 41,067 |
| Other service charges and fees | 28,496 | 28,804 | 23,982 |
| Bankcard fees | 15,090 | 12,697 | 11,094 |
| Net security gains | 11 | 547 | - |
| Other | 10,224 | 7,797 | 7,341 |
| Total noninterest income | $196,680 | $184,122 | $164,152 |
| Salaries and employee benefits | $184,004 | $166,582 | $164,031 |
| Occupancy, net | 25,391 | 23,325 | 21,933 |
| Equipment | 47,883 | 37,916 | 30,615 |
| Bankcard processing | 6,915 | 6,429 | 7,617 |
| Supplies and services | 22,671 | 21,677 | 20,383 |
| Marketing and business development | 20,940 | 16,785 | 17,449 |
| Processing fees | 15,327 | 14,077 | 11,966 |
| Legal and consulting | 7,999 | 4,955 | 3,522 |
| Amortization of intangibles of purchased banks | 7,160 | 7,101 | 7,086 |
| Other | 14,954 | 13,629 | 15,289 |
| Total noninterest expenses | $353,244 | $312,476 | $299,891 |
| Minority interest in loss of consolidated subsidiary | $ 19,437 | - | - |
| Income before income taxes | $ 88,107 | $ 87,052 | $ 75,976 |
| Income tax provision | 22,996 | 22,975 | 21,762 |
| Net income | $ 65,111 | $ 64,077 | $ 54,214 |
| Net income per share - basic | $ 3.06 | $ 2.94 | $ 2.42 |
| Net income per share - diluted | 3.06 | 2.94 | 2.41 |
| Dividends per share | 0.80 | 0.73 | 0.73 |
| Weighted Average shares outstanding | 21,270,136 | 21,793,064 | 22,322,620 |
| See Notes to Financial Statements |
| CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) |
| Operating Activities | 2000 | 1999 | 1999 |
| Net income | $ 65,111 | $ 64,077 | $ 54,214 |
| Adjustments to reconcile net income to net cash provided by operating activities: |
| Provision for loan losses | 9,201 | 8,659 | 10,818 |
| Depreciation and amortization | 39,186 | 28,441 | 24,247 |
| Minority interest in net loss of subsidiary | (19,437) | - | - |
| Deferred income taxes | (836) | 5,614 | 1,022 |
| Net (increase) decrease in trading securities | (3,590) | (43,019) | 24,548 |
| Gains on sales of securities available for sale | (12) | (598) | (12) |
| Losses on sales of securities available for sale | 1 | 51 | 12 |
| Earned ESOP shares | 2,500 | 2,501 | 2,568 |
| Amortization of securities premium, net of discount accretion | (1,542) | (26,987) | (10,762) |
| Changes in: |
| Accrued income | 2,719 | (3,976) | 3,802 |
| Accrued expenses and taxes | 15,317 | (15,325) | (10,435) |
| Other, net | 48,090 | 317 | (23,197) |
| Net cash provided by operating activities | $ 156,708 | $ 19,755 | $ 76,825 |
| Proceeds from sales of securities available for sale | $ 45,557 | $ 364,950 | $ 18,643 |
| Proceeds from maturities of: |
| Investment securities | 99,594 | 95,435 | 78,098 |
| Securities available for sale | 8,169,087 | 9,358,069 | 9,152,912 |
| Purchases of: |
| Investment securities | (50,215) | (144,632) | (330,355) |
| Securities available for sale | (7,486,885) | (9,822,172) | (9,764,076) |
| Net (increase) decrease in loans | (241,203) | (258,723) | 215,972 |
| Net (increase) decrease in federal funds sold and resell agreements | (28,412) | (64,400) | 9,844 |
| Purchase of financial organization, net of cash received | - | (498) | - |
| Investment capital contributed to consolidated subsidiary | 57,536 | - | - |
| Purchases of bank premises and equipment | (43,591) | (52,207) | (50,880) |
| Proceeds from sales of bank premises and equipment | 338 | 101 | 284 |
| Net cash provided by (used) in investing activities | $ 521,806 | $ (524,077) | $ (669,558) |
| Net increase in demand and savings deposits | $ 236,964 | $ 46,764 | $ 226,338 |
| Net increase (decrease) in time deposits | (225,695) | (65,642) | 123,469 |
| Net increase (decrease) in federal funds purchased and repurchase agreements | (507,608) | 495,144 | 206,674 |
| Net increase (decrease) in short-term debt | 72,184 | (31) | (1,085) |
| Proceeds from issuance of long-term debt | 2,615 | 3,900 | - |
| Repayments of long-term debt | (13,478) | (5,649) | (5,397) |
| Cash dividends | (17,134) | (16,035) | (16,439) |
| Purchases of treasury stock | (17,457) | (39,006) | (11,930) |
| Proceeds from issuance of treasury stock | 311 | 453 | 335 |
| Net cash provided by (used in) financing activities | $ (469,298) | $ 419,898 | $ 521,965 |
| Increase (decrease) in cash and due from banks | $ 209,216 | $ (84,424) | $ (70,768) |
| Cash and due from banks at beginning of year | 766,108 | 850,532 | 921,300 |
| Cash and due from banks at end of year | $ 975,324 | $ 766,108 | $ 850,532 |
| Supplemental disclosures: |
| Income taxes paid | $ 20,563 | $ 30,298 | $ 16,362 |
| Total interest paid | 197,096 | 228,323 | 197,777 |
| Note: Certain noncash transactions regarding the application of SFAS No. 115, and guaranteed ESOP debt transactions and common stock issued for acquisitions are disclosed in the accompanying financial statements and notes to financial statements. |
| See Notes to Financial Statements |
| CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (in thousands) |
| | Common Stock | Capital Surplus | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Unearned ESOP | Total |
| Balance - January 1, 1998 | $ 24,490 | $ 608,964 | $ 137,230 | $ 3,910 | $(137,866) | $ (12,492) | $ 624,236 |
| Comprehensive Income: |
| Net income | - | - | 54,214 | - | - | - | 54,214 |
| Other comprehensive income - change in unrealized gains on securities of $15,006 net of taxes of $5,223 | - | - | - | 9,783 | - | - | 9,783 |
| Total comprehensive income | | | | | | | 63,997 |
| Cash dividends ($0.73 per share) | - | - | (16,439) | - | - | - | (16,439) |
| Earned ESOP shares | - | 68 | - | - | - | 2,500 | 2,568 |
| Purchase of treasury stock | - | - | - | - | (11,930) | | (11,930) |
| Exercise of stock options | - | (98) | - | - | 433 | | 335 |
| Balance - December 31, 1998 | $ 24,490 | $ 608,934 | $ 175,005 | $ 13,693 | $(149,363) | $ (9,992) | $ 662,767 |
| Comprehensive Income: |
| Net income | - | - | 64,077 | - | - | - | 64,077 |
| Other comprehensive income - change in unrealized gains (losses) on securities of $42,031 net of tax benefit of $(15,163), and net of reclassification adjustment for gains included in net income of $339 | - | - | - | (26,529) | - | - | (26,529) |
| Total comprehensive income | | | | | | | 37,548 |
| Cash dividends ($0.73 per share) | - | - | (16,035) | - | - | - | (16,035) |
| Stock Dividend (10%) | 1,982 | 72,337 | (74,319) | - | - | - | - |
| Earned ESOP shares | - | - | - | - | - | 2,501 | 2,501 |
| Acquisition - Charter National Bank | - | 2,207 | - | - | 4,556 | - | 6,763 |
| Purchase of treasury stock | - | - | - | - | (39,006) | | (39,006) |
| Exercise of stock options | - | (68) | - | - | 521 | | 453 |
| Balance - December 31, 1999 | $ 26,472 | $ 683,410 | $ 148,728 | $(12,836) | $(183,292) | $ (7,491) | $ 654,991 |
| Comprehensive Income: |
| Net income | - | - | 65,111 | - | - | - | 65,111 |
| Other comprehensive income - change in unrealized gains (losses) on securities of $23,272 net of taxes of $8,653, and net of reclassification adjustment for gains included in net income of $7 | - | - | - | 14,612 | - | - | 14,612 |
| Total comprehensive income | | | | | | | 79,723 |
| Cash dividends ($0.80 per share) | - | - | (17,134) | - | - | - | (17,134) |
| Earned ESOP shares | - | - | - | - | - | 2,500 | 2,500 |
| Purchase of treasury stock | - | - | - | - | (17,457) | | (17,457) |
| Exercise of stock options | - | (190) | - | - | 501 | | 311 |
| Balance - December 31, 2000 | $ 26,472 | $ 683,220 | $ 196,705 | $ 1,776 | $(200,248) | $ (4,991) | $ 702,934 |
| See Notes to Financial Statements |
NOTES TO FINANCIAL STATEMENTS
|
SUMMARY OF ACCOUNTING POLICIES
|
UMB Financial Corporation is a multi-bank holding company which offers a wide range of banking services to its customers through its branches and offices in the states of Missouri, Kansas, Colorado, Illinois, Oklahoma, Iowa and Nebraska. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions also impact reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Following is a summary of the more significant accounting policies to assist the reader in understanding the financial presentation.
|
CONSOLIDATION All subsidiaries are included in the consolidated financial statements. Intercompany accounts and transactions have been eliminated. The consolidated statement of income for the year ended December 31, 2000 includes the results of eScout.com LLC a majority-owned subsidiary of the Company. According to the terms of eScout's operating agreement, operating losses have been allocated to the outside minority investors. As a result, these losses have been eliminated through minority interest in loss of consolidated subsidiary.
|
ACQUISITIONS Banks acquired and recorded under the purchase method are recorded at the fair value of the net assets acquired at the acquisition date, and results of operations are included from that date. Excess of purchase price over the value of net assets acquired is recorded as premiums on purchased banks. Premiums on purchases prior to 1982 are being amortized ratably over 40 years. Premiums on purchases in 1982 and after are being amortized ratably over 15-20 years. Core deposit intangible assets are being amortized ratably over 10 years.
|
REVENUE RECOGNITION Interest on loans and securities is recognized based on rate times the principal amount outstanding. Interest accrual is discontinued when, in the opinion of management, the likelihood of collection becomes doubtful. Annual bankcard fees are recognized on a straight-line basis over the period that cardholders may use the card. Other noninterest income is recognized as services are performed or revenue-generating transactions are executed.
|
LOANS Affiliate banks enter into lease financing transactions that are generally recorded under the financing method of accounting. Income is recognized on a basis that results in an approximately level rate of return over the life of the lease.
|
A loan is considered to be impaired when management believes it is probable that it will be unable to collect all principal and interest due according to the contractual terms of the loan. If a loan is impaired, the Company records a loss valuation allowance equal to the carrying amount of the loan in excess of the present value of the estimated future cash flows discounted at the loan's effective rate, based on the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. Real estate and consumer loans are collectively evaluated for impairment. Commercial loans are evaluated for impairment on a loan-by-loan basis.
|
The adequacy of the allowance for loan losses is based on management's continuing evaluation of the pertinent factors underlying the quality of the loan portfolio, including actual loan loss experience, current and anticipated economic conditions, detailed analysis of individual loans for which full collectibility may not be assured and determination of the existence and realizable value of the collateral and guarantees securing such loans. The actual losses, notwithstanding such considerations, however, could differ significantly from the amounts estimated by management.
|
SECURITIES AVAILABLE FOR SALE Debt securities available for sale include principally U.S. Treasury and agency securities and mortgage-backed securities. Securities classified as available for sale are measured at fair value. Unrealized holding gains and losses are excluded from earnings and reported in other comprehensive income (loss) until realized. Realized gains and losses on sales are computed by the specific identification method at the time of disposition and are shown separately as a component of noninterest income.
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INVESTMENT SECURITIES Investment securities are carried at amortized historical cost based on management's intention, and the Company's ability, to hold them to maturity. The Company classifies most securities of state and political subdivisions as investment securities. Certain significant unforeseeable changes in circumstances may cause a change in the intent to hold these securities to maturity. For example, such changes may include a deterioration in the issuer's creditworthiness that is expected to continue or a change in tax law that eliminates the tax-exempt status of interest on the security.
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TRADING SECURITIES Trading securities, generally acquired for subsequent sale to customers, are carried at market value. Market adjustments, fees and gains or losses on the sale of trading securities are considered to be a normal part of operations and are included in trading and investment banking income. Interest income on trading securities is included in income from earning assets.
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IMPAIRMENT OF LONG-LIVED ASSETS Long-lived assets, including goodwill and premises and equipment, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or group of assets may not be recoverable. The impairment review includes a comparison of future cash flows expected to be generated by the asset or group of assets with their associated carrying value. If the carrying value of the asset or group of assets exceeds expected cash flow, (undiscounted and without interest charges), an impairment loss is recognized to the extent the carrying value exceeds its fair value.
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TAXES The Company recognizes certain income and expenses in different time periods for financial reporting and income tax purposes. The provision for deferred income taxes is based on the liability method and represents the change in the deferred income tax accounts during the year, including the effect of enacted tax rate changes.
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PER SHARE DATA Basic income per share is computed based on the weighted average number of shares of common stock outstanding during each period. Diluted income per share includes the dilutive effect of issuable stock options outstanding during each year.
|
RECLASSIFICATIONS Certain reclassifications were made to the 1999 and 1998 financial statements to conform to the current year presentation.
|
ACCOUNTING FOR STOCK-BASED COMPENSATION Stock-based compensation is recognized using the intrinsic value method for disclosure purposes. Pro forma net income and earnings per share are disclosed as if the fair value method had been applied.
|
ACCOUNTING CHANGES
|
ACCOUNTING FOR DERIVATIVE INSTRUMENTS In June, 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" as ammended by SFAS No. 137 and No.138 which deferred the effective date of SFAS No. 133. This Statement requires entities to recognize all derivatives as either assets or liabilities in its financial statements and to measure such instruments at their fair value. The Statements are effective for the Company's consolidated financial statements after January 1, 2001. The Company has evaluated this Statement and it did not have a significant impact on the consolidated financial statements upon adoption.
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ACCOUNTING FOR FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES In September 2000, the Financial Accounting Standards Board issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." SFAS No. 140 replaces SFAS No. 125, which has the same title. It revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures. Otherwise, SFAS No. 140 carried forward most of the provisions of SFAS No. 125. Certain provisions of SFAS No. 140 relating to pledged collateral, securitized financial assets and retained interest in securitized financial assets were effective for the Company's consolidated financial statements as of December 31, 2000. The remainder of the Statement is effective for transactions occurring after March 31, 2001. The Company does not believe the Statement will have a material impact on its consolidated financial statements.
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| ALLOWANCES FOR LOAN LOSSES |
| The table below provides an analysis of the allowance for loan losses for the three years ended December 31, 2000 (in thousands): |
| Allowance - beginning of year | $ 31,193 | $ 33,169 | $ 33,274 |
| Allowances of acquired banks | - | 710 | - |
| Additions (deductions): |
| Charge-offs | $(11,933) | $ (14,514) | $(14,083) |
| Recoveries | 3,537 | 3,169 | 3,160 |
| Net charge-offs | $ (8,396) | $ (11,345) | $(10,923) |
| Provision charged to expense | 9,201 | 8,659 | 10,818 |
| Allowance - end of year | $ 31,998 | $ 31,193 | $ 33,169 |
| The amount of loans considered to be impaired under SFAS No. 114 was $10,676,000 at December 31, 2000 and $4,809,000 at December 31, 1999. All of the loans were on a nonaccrual basis or had been restructured. Included in the impaired loans, at December 31, 2000 was $1,602,000 of loans for which the related allowance was $829,000. The remaining $9,074,000 of impaired loans did not have an allowance for loan losses as a result of write-downs and supporting collateral value. At December 31, 1999 there was $1,936,000 of impaired loans with a related allowance of $433,000, and $2,873,000 of impaired loans which did not have an allowance. The average recorded investment in impaired loans was approximately $7,671,000 during the year ended December 31, 2000 and $7,789,000 during the year ended December 31, 1999. The Company had no material amount recorded as interest income on impaired loans for all years presented. |
| SECURITIES AVAILABLE FOR SALE |
| The table below provides detailed information for securities available for sale at December 31, 2000 and 1999 (in thousands): |
| 2000 | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value |
| U.S. Treasury | $ 962,213 | $ 4,407 | $ (1,209) | $ 965,411 |
| U.S. Agencies | 1,162,495 | 2,698 | (2,119) | 1,163,074 |
| Mortgage-backed | 186,779 | 624 | (1,555) | 185,848 |
| State and political subdivisions | 1,835 | 2 | (28) | 1,809 |
| Commercial paper | 124,241 | - | - | 124,241 |
| Federal Reserve Bank stock | 6,697 | - | - | 6,697 |
| Equity and other | 2,982 | 21 | (87) | 2,916 |
| Total | $2,447,242 | $ 7,752 | $ (4,998) | $2,449,996 |
| 1999 |
| U.S. Treasury | $1,387,543 | $ 491 | $(12,340) | $1,375,694 |
| U.S. Agencies | 1,246,644 | 20 | (4,720) | 1,241,944 |
| Mortgage-backed | 252,622 | 27 | (3,926) | 248,723 |
| State and political subdivisions | 2,985 | 6 | (77) | 2,914 |
| Commercial paper | 270,594 | - | - | 270,594 |
| Federal Reserve Bank stock | 6,744 | - | - | 6,744 |
| Equity and other | 2,516 | 84 | (78) | 2,522 |
| Total | $3,169,648 | $ 628 | $(21,141) | $3,149,135 |
| SECURITIES AVAILABLE FOR SALE (CONTINUED) |
| The following table presents contractual maturity information for securities available for sale at December 31, 2000. Securities may be disposed of before contractual maturities due to sales by the Company or because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. |
| (in thousands) | Amortized Cost | Fair Value |
| Due in 1 year or less | $1,507,614 | $1,504,889 |
| Due after 1 year through 5 years | 617,850 | 624,326 |
| Due after 5 years through 10 years | 800 | 792 |
| Due after 10 years | 279 | 287 |
| Total | $2,126,543 | $2,130,294 |
| Mortgage-backed securities | 186,779 | 185,848 |
| Commercial paper | 124,241 | 124,241 |
| Equity securities and other | 9,679 | 9,613 |
| Total securities available for sale | $2,447,242 | $2,449,996 |
Securities available for sale with a market value of $2,159,110,000 at December 31, 2000, and $2,793,713,000 at December 31, 1999, were pledged to secure U.S. Government deposits, other public deposits and certain trust deposits as required by law.
|
During 2000, proceeds from the sales of securities available for sale were $45,557,000 compared to $364,950,000 for 1999. Securities transactions resulted in gross realized gains of $12,000 for 2000, $598,000 for 1999 and $12,000 for 1998. The gross realized losses were $1,000 for 2000, $51,000 for 1999 and $12,000 for 1998.
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The net unrealized holding gains (losses) on trading securities at December 31, 2000 and 1999, were $170,100 and $(97,300), respectively, and were included in trading and investment banking income.
|
| The table below provides detailed information for investment securities at December 31, 2000 and 1999 (in thousands): |
| 2000 | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value |
| State and political subdivisions | $695,470 | $ 2,823 | $ (3,074) | $695,219 |
| 1999 |
| State and political subdivisions | $748,651 | $ 816 | $(11,297) | $738,170 |
| The following table presents contractual maturity information for investment securities at December 31, 2000. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. |
| (in thousands) | Amortized Cost | Fair Value |
| Due in 1 year or less | $139,253 | $139,144 |
| Due after 1 year through 5 years | 502,903 | 502,598 |
| Due after 5 years through 10 years | 53,314 | 53,477 |
| Total investment securities | $695,470 | $695,219 |
There were no sales of investment securities during 2000, 1999 or 1998.
|
Investment securities with a market value of $636,673,000 at December 31, 2000, and $689,027,000 at December 31, 1999, were pledged to secure U.S. Government deposits, other public deposits and certain trust deposits as required by law.
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SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL
|
The Company regularly enters into agreements for the purchase of securities with simultaneous agreements to resell ("resell agreements"). The agreements permit the Company to sell or repledge these securities. Resell agreements were $151,076,000 and $119,206,000 at December 31, 2000 and 1999, respectively. The fair values of the securities which collateralize these agreements were $151,076,000 and $119,206,000 at December 31, 2000 and 1999, respectively. Of those balances, $32,895,000 and $33,532,000 were resold under repurchase agreements.
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LOANS TO OFFICERS AND DIRECTORS
|
Certain Company and principal affiliate bank executive officers and directors, including companies in which those persons are principal holders of equity securities or are general partners, borrow in the normal course of business from affiliate banks of the Company. All such loans have been made on the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with unrelated parties. In addition, all such loans are current as to repayment terms. For the years 2000 and 1999, an analysis of activity with respect to such aggregate loans to related parties appears below (in thousands):
|
| | For Year Ended December 31 |
| Balance - beginning of year | $ 134,030 | $ 156,358 |
| New loans | 1,427,465 | 1,202,308 |
| Repayments | (1,377,988) | (1,224,636) |
| Balance - end of year | $ 183,507 | $ 134,030 |
BANK PREMISES AND EQUIPMENT
|
Bank premises and equipment are stated at cost less accumulated depreciation, which is computed primarily on accelerated methods. Bank premises are depreciated over 20 to 40 year lives, while equipment is depreciated over lives of 3 to 20 years. Bank premises and equipment consisted of the following (in thousands):
|
| Land | $ 42,632 | $ 42,515 |
| Buildings and leasehold improvements | 223,880 | 208,667 |
| Equipment | 235,532 | 212,192 |
| | $ 502,044 | $ 463,374 |
| Accumulated depreciation | (251,344) | (223,839) |
| Bank premises and equipment, net | $ 250,700 | $ 239,535 |
Consolidated rental and operating lease expenses were $4,449,000 in 2000, $4,294,000 in 1999 and $3,884,000 in 1998. Consolidated bank premises and equipment depreciation and amortization expenses were $32,026,000 in 2000, $21,340,000 in 1999 and $16,876,000 in 1998. Minimum rental commitments as of December 31, 2000 for all noncancelable operating leases are: 2001 - $3,782,000; 2002 - $3,745,000; 2003 - $3,656,000; 2004 - $3,696,000; 2005 - $3,641,000; and thereafter - $34,777,000.
|
| BORROWED FUNDS |
| The components of the Company's short-term and long-term debt were as follows (in thousands): |
Short-term debt
U.S. Treasury demand notes and other | $72,184 | - |
Long-term debt
6.81% senior notes due 2000 | - | $10,000 |
| 7.30% senior notes due 2003 | 15,000 | 15,000 |
| 8.00% note maturing serially through 2001 | 129 | 248 |
| ESOP debt guarantee | 5,761 | 8,354 |
| Federal Home Loan Bank 5.89% due 2014 | 3,645 | 3,802 |
| Federal Home Loan Bank 4.50% due 2009 | - | 500 |
| Federal Home Loan Bank 7.13% due 2010 | 1,657 | - |
| Federal Home Loan Bank 7.61% due 2015 | 849 | - |
| Total long-term debt | $27,041 | $37,904 |
| Total borrowed funds | $99,225 | $37,904 |
| Aggregate annual repayments of long-term debt at December 31, 2000 are as follows (in thousands): |
| 2001 | $ 3,229 | |
| 2002 | 3,350 | |
| 2003 | 15,389 | |
| 2004 | 415 | |
| 2005 | 446 | |
| Thereafter | 4,212 | |
Long-term debt represents direct, unsecured obligations of the parent company, secured obligations of affiliate banks and a guarantee by the Company of debt of the Company's ESOP plan. The senior note due in 2003 cannot be redeemed prior to stated maturity. The ESOP installment note, secured by shares of the Company's stock, bears interest at a rate of 6.10% and requires quarterly principal and interest payments of $763,000 through December 31, 2002. All of the Federal Home Loan Bank notes are secured by investment securities of the Company. The 5.89%, 7.13% and 7.61% Federal Home Loan Bank notes require monthly principal and interest payments. The 4.50% Federal Home Loan Bank note required monthly interest payments.
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The Company enters into sales of securities with simultaneous agreements to repurchase ("repurchase agreements"). The amounts received under these agreements represent short-term borrowings and are reflected as a separate item in the consolidated balance sheets. The amount outstanding at December 31, 2000, was $882,189,000 (with accrued interest payable of $276,643). Of that amount, $32,235,000 represented sales of securities in which the securities were obtained under reverse repurchase agreements ("resell agreements"). The remainder of $849,954,000 represented sales of U.S. Treasury and agency securities obtained from the Company's securities portfolio. The carrying amounts and market values of the securities and the related repurchase liabilities and weighted average interest rates of the repurchase liabilities (grouped by maturity of the repurchase agreements) were as follows (in thousands):
|
| | Securities
| | Weighted
Average |
Maturity of the
Repurchased Liabilities | Carrying
Amount | Market
Value | Repurchase
Liabilities | Interest
Rate |
| On demand | $688,895 | $777,715 | $771,237 | 5.29% |
| 2 to 30 days | 74,461 | 75,932 | 74,461 | 5.62 |
| 31 to 90 days | 3,742 | 3,761 | 3,742 | 5.18 |
| Over 90 days | 514 | 520 | 514 | 6.09 |
| Total | $767,612 | $857,928 | $849,954 | 5.32% |
REGULATORY REQUIREMENTS
|
Payment of dividends by the affiliate banks to the parent company is subject to various regulatory restrictions. For national banks the governing regulatory agency must approve the declaration of any dividends generally in excess of the sum of net income for that year and retained net income for the preceding two years. The state bank in Missouri is subject to state laws permitting dividends to be declared from retained earnings, provided certain specified capital requirements are met. At December 31, 2000, approximately $27,965,000 of the equity of the affiliate banks was available for distribution as dividends to the parent company without prior regulatory approval or without reducing the capital of the respective affiliate banks below prudent levels.
|
Certain affiliate banks maintain reserve balances with the Federal Reserve Bank as required by law. During 2000, this amount averaged $101,699,000, compared to $130,611,000 in 1999.
|
The Company is required to maintain minimum amounts of capital to total "risk weighted" assets, as defined by the banking regulators. At December 31, 2000, the Company is required to have minimum Tier 1 and Total capital ratios of 4.00% and 8.00%, respectively. The Company's actual ratios at that date were 15.90% and 16.63%, respectively. The Company's leverage ratio at December 31, 2000, was 8.89%.
|
As of December 31, 2000, the most recent notification from the Office of Comptroller of the Currency categorized the Company's most significant affiliate banks as well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, the affiliate banks must maintain total risk-based, Tier 1 risk-based and Tier 1 leverage ratios of 10.0%, 6.0% and 5.0%, respectively. There are no conditions or events since that notification that management believes have changed the affiliate banks' category.
|
Actual capital amounts as well as required and well-capitalized Tier 1, Total and Tier 1 Leverage ratios as of December 31 for the Company and its largest banks are as follows:
|
| | Actual | For Capital
Adequacy Purposes | To Be Well
Capitalized Under
Prompt Corrective
Action Provisions |
| (in thousand dollars) | Amount | Ratio | Amount | Ratio | Amount | Ratio |
Tier 1 Capital:
UMB Financial Corporation | $695,747 | 15.90% | $175,038 | 4.00% | $262,557 | 6.00% |
| UMB Bank, n.a. | 521,129 | 13.64 | 152,803 | 4.00 | 229,205 | 6.00 |
| UMB National Bank of America | 63,082 | 27.72 | 9,103 | 4.00 | 13,655 | 6.00 |
Total Capital:
UMB Financial Corporation | 727,745 | 16.63 | 350,076 | 8.00 | 437,595 | 10.00 |
| UMB Bank, n.a. | 545,678 | 14.28 | 305,606 | 8.00 | 382,008 | 10.00 |
| UMB National Bank of America | 64,734 | 28.44 | 18,207 | 8.00 | 22,759 | 10.00 |
Tier 1 Leverage
UMB Financial Corporation | 695,747 | 8.89 | 312,934 | 4.00 | 391,168 | 5.00 |
| UMB Bank, n.a. | 521,129 | 7.78 | 268,061 | 4.00 | 335,077 | 5.00 |
| UMB National Bank of America | 63,082 | 9.01 | 28,018 | 4.00 | 35,022 | 5.00 |
Tier 1 Capital:
UMB Financial Corporation | $617,361 | 14.20% | $173,943 | 4.00% | $260,915 | 6.00% |
| UMB Bank, n.a. | 460,236 | 12.75 | 144,429 | 4.00 | 216,643 | 6.00 |
| UMB National Bank of America | 61,237 | 18.93 | 12,941 | 4.00 | 19,411 | 6.00 |
Total Capital:
UMB Financial Corporation | 648,554 | 14.91 | 347,886 | 8.00 | 434,858 | 10.00 |
| UMB Bank, n.a. | 483,007 | 13.38 | 288,858 | 8.00 | 361,072 | 10.00 |
| UMB National Bank of America | 62,850 | 19.43 | 25,881 | 8.00 | 32,352 | 10.00 |
Tier 1 Leverage
UMB Financial Corporation | 617,361 | 7.64 | 323,234 | 4.00 | 404,043 | 5.00 |
| UMB Bank, n.a. | 460,236 | 6.86 | 268,253 | 4.00 | 335,316 | 5.00 |
| UMB National Bank of America | 61,237 | 7.50 | 32,641 | 4.00 | 40,802 | 5.00 |
EMPLOYEE BENEFITS
|
The Company has a noncontributory profit sharing plan, which features an employee stock ownership plan. These plans are for the benefit of substantially all eligible officers and employees of the Company and its subsidiaries. Contributions to these plans were $3,052,000 in 2000, 1999 and 1998. In 1996, the Employee Stock Ownership Plan (ESOP) borrowed $17 million to purchase common stock of the Company. The loan obligation of the ESOP is considered unearned employee benefit expense and, as such, is recorded as a reduction of the Company's shareholders' equity. Both the loan obligation and the unearned benefit expense are reduced by the amount of the loan principal repayments made by the ESOP. The portion of the Company's ESOP contribution which funded principal repayments and the payment of interest expense was recorded accordingly in the consolidated financial statements.
|
The Company has a qualified 401(k) profit sharing plan that permits participants to make contributions by salary reduction. The Company made a matching contribution to this plan of $1,868,000 for 2000, $1,745,000 for 1999 and $1,671,000 for 1998.
|
On April 16, 1992, the shareholders of the Company approved the 1992 Incentive Stock Option Plan ("the 1992 Plan"), which provides incentive options to certain key employees for up to 500,000 common shares of the Company. Of the options granted prior to 1998, 40% are exercisable two years from the date of the grant and are thereafter exercisable in 20% increments annually, or for such periods or vesting increments as the Board of Directors, or a committee thereof, specify (which may not exceed 10 years), provided that the optionee has remained in the employment of the Company or its subsidiaries. None of the options granted after 1998 are exercisable until five years after the grant date. The Board or the committee may accelerate the exercise period for an option upon the optionee's disability, retirement or death. All options expire at the end of the exercise period. The Company makes no recognition in the balance sheet of the options until such options are exercised and no amounts applicable thereto are reflected in net income. Options are granted at not less than 100% of fair market value at date of grant.
|
Activity in the 1992 Plan for the three years ended December 31, 2000, is summarized in the following table:
|
Stock Options
Under the 1992 Plan | Number of
Shares | Option Price
Per Share | Weighted Average
Price Per Share |
| Outstanding - January 1, 1998 | 138,303 | $ 23.55 to $50.35 | $33.47 |
| Granted | 45,128 | 40.85 to 44.94 | 41.07 |
| Canceled | (6,103) | 23.55 to 45.77 | 35.11 |
| Exercised | (4,800) | 23.55 to 32.60 | 27.74 |
| Outstanding - December 31, 1998 | 172,528 | $ 23.55 to $50.35 | $35.55 |
| Exercisable - December 31, 1998 | 63,871 | $ 23.55 to $36.07 | $28.09 |
| Granted | 50,529 | 36.66 to 40.33 | 36.86 |
| Canceled | (3,685) | 23.69 to 50.35 | 35.19 |
| Exercised | (7,929) | 23.65 to 31.92 | 26.35 |
| Outstanding - December 31, 1999 | 211,443 | $ 23.59 to $50.35 | $36.19 |
| Exercisable - December 31, 1999 | 82,042 | $ 23.59 to $50.35 | $31.52 |
| Granted | 52,554 | 34.56 to 38.02 | 34.80 |
| Canceled | (18,337) | 23.71 to 45.84 | 37.07 |
| Exercised | (2,633) | 26.02 to 36.15 | 29.89 |
| Outstanding - December 31, 2000 | 243,027 | $ 23.59 to $50.35 | $35.94 |
| Exercisable - December 31, 2000 | 86,883 | $ 23.59 to $50.35 | $32.62 |
The 1981 Incentive Stock Option Plan ("the 1981 Plan") was adopted by the Company on October 22, 1981, and amended November 27, 1985, and October 10, 1989. No further options may be granted under the 1981 Plan. Provisions of the 1981 Plan regarding option price, term and exercisability are generally the same as that described for the 1992 Plan. Activity in the 1981 Plan for the three years ended December 31, 2000, is summarized in the following table:
|
Stock Options
Under the 1981 Plan | Number of
Shares | Option Price
Per Share | Weighted Average
Price Per Share |
| Outstanding - January 1, 1998 | 47,496 | $15.93 to $21.94 | $17.84 |
| Canceled | (493) | 15.94 to 19.63 | 17.19 |
| Exercised | (12,169) | 15.93 to 19.70 | 16.55 |
| Outstanding - December 31, 1998 | 34,834 | $16.08 to $21.94 | $18.30 |
| Exercisable - December 31, 1998 | 34,834 | $16.08 to $21.94 | $18.30 |
| Canceled | (1,613) | 16.11 to 19.70 | 17.90 |
| Exercised | (12,314) | 19.63 to 21.93 | 19.78 |
| Outstanding - December 31, 1999 | 20,907 | $16.08 to $21.94 | $17.45 |
| Exercisable - December 31, 1999 | 20.907 | $16.08 to $21.94 | $17.45 |
| Canceled | (807) | 16.10 to 16.10 | 16.10 |
| Exercised | (15,256) | 16.08 to 16.14 | 16.10 |
| Outstanding - December 31, 2000 | 4,844 | $21.93 to $21.94 | $21.93 |
| Exercisable - December 31, 2000 | 4,844 | $21.93 to $21.94 | $21.93 |
| | Options Outstanding
| Options Exercisable
|
Range of
Exercise Prices | Number
Outstanding
at 12/31/00 | Weighted Average
Remaining
Contractual
Life | Weighted
Average
Exercise
Price | Number
Exercisable
at 12/31/00 | Weighted
Average
Exercise
Price |
| $21.93 to $21.94 | 4,844 | 1 year | $21.93 | 4,844 | $21.93 |
| 25.17 to 25.25 | 7,852 | 2 years | 25.21 | 7,852 | 25.21 |
| 25.42 to 25.59 | 9,479 | 3 years | 25.47 | 9,479 | 25.47 |
| 23.59 to 23.77 | 12,058 | 4 years | 23.71 | 12,058 | 23.71 |
| 32.64 to 32.89 | 19,519 | 5 years | 32.80 | 19,519 | 32.80 |
| 31.66 to 35.03 | 25,380 | 6 years | 32.24 | 20,304 | 32.24 |
| 45.58 to 50.35 | 29,452 | 7 years | 46.08 | 17,671 | 46.08 |
| 40.84 to 44.92 | 39,629 | 8 years | 41.10 | - | - |
| 36.66 to 40.33 | 47,104 | 9 years | 36.87 | - | - |
| 34.56 to 38.02 | 52,554 | 10 years | 34.80 | - | - |
EMPLOYEE BENEFITS (CONTINUED)
|
The Company applies Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for its plans. Accordingly, no compensation cost has been recognized for the stock option plans. Had compensation costs for the Company's plans been determined based upon the fair value at the grant date for awards under these plans consistent with the methodology prescribed under Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," the Company's net income and earnings per share would have been respectively, $64,849,000 and $3.05 for the year ended December 31, 2000, $63,826,000 and $2.93 for the year ended December 31, 1999 and $54,030,000 and $2.41 for the year ended December 31, 1998.
|
For options granted during the year ended December 31, 2000, the estimated fair value of options granted using the Black-Scholes pricing model under the Company's plans was based on a weighted average risk-free interest rate of 5.17%, expected option life of 8.75 years, expected volatility of 19.62% and an expected dividend yield of 2.14%. For options granted during the year ended December 31, 1999, the estimated fair value of options granted under the Company's plans was based on a weighted average risk-free interest rate of 6.23%, expected option life of 8.75 years, expected volatility of 18.60% and an expected dividend yield of 2.25%. For options granted during the year ended December 31, 1998, the estimated fair value of options granted under the Company's plans was based on a weighted average risk-free interest rate of 4.79%, expected option life of 8.75 years, expected volatility of 18.20% and an expected dividend yield of 1.81%.
|
SEGMENT REPORTING
|
Public enterprises are required to report certain information concerning its operating segments in annual and interim financial statements. Beginning in 1998, the Company began preparing periodic reporting on its operating segments. Operating segments are considered to be components of or enterprises for which separate financial information is available and evaluated regularly by key decision-makers for purposes of allocating resources and assessing performance. The Company has defined its operations into the following segments:
|
Commercial Banking. Providing a full range of lending and cash management services to commercial and governmental entities through the commercial division of the Company's lead bank.
|
Trust & Securities Processing. Providing estate planning, trust, employee benefit, asset management and custodial services to individuals and corporate customers.
|
Investment Banking and Brokerage. Providing commercial and retail brokerage, investment accounting and safekeeping services to individuals and corporate customers. This segment includes the Company's investment portfolio.
|
Community Banking. Providing a full range of banking services to retail and corporate customers through the Company's affiliate bank and branch network.
|
Other. The Other category consists primarily of Overhead and Support departments of the Company. The net revenues and expenses of these departments are allocated to the other segments of the organization in the Company's periodic segment reporting.
|
Reported segment revenues, net income and average assets include revenue and expense distributions for services performed for other segments within the Company as well as balances due from other segments within the Company. Such intercompany transactions and balances are eliminated in the Company's consolidated financial statements.
|
The Company's 2000 reported segment revenues, net income and average assets reflect changes in the organization of the Company resulting from consolidation of various subsidiary bank charters and subsequent reassignment of certain functional responsibilities. These functions had previously been managed and reported at a subsidiary company level. 1999 and 1998 segment revenues, net income and average assets have not been restated for the effect of the change.
|
The table below lists selected financial information by business segment as of and for the three years ended December 31, 2000 (in thousands):
|
| Commercial | $ 120,213 | $ 91,794 | $ 92,324 |
| Trust/Securities Processing | 73,280 | 67,940 | 60,558 |
| Investment Banking/Brokerage | 17,080 | 33,717 | 28,723 |
| Community Banking | 233,064 | 232,210 | 224,610 |
| Other | 12,326 | 14,782 | 15,355 |
| Less: Intersegment revenues | (34,049) | (40,915) | (45,703) |
| Total | $ 421,914 | $ 399,528 | $ 375,867 |
| Net Income |
| Commercial | $ 48,089 | $ 29,075 | $ 28,255 |
| Trust/Securities Processing | 15,441 | 14,580 | 12,298 |
| Investment Banking/Brokerage | (7,070) | 4,981 | 4,607 |
| Community Banking | 10,245 | 20,951 | 15,662 |
| Other | - | - | - |
| Less: Intersegment net income | (1,594) | (5,510) | (6,608) |
| Total | $ 65,111 | $ 64,077 | $ 54,214 |
| Total Average Assets |
| Commercial | $1,958,453 | $1,719,508 | $1,798,334 |
| Trust/Securities Processing | 21,256 | 19,503 | 14,626 |
| Investment Banking/Brokerage | 2,275,806 | 2,017,986 | 1,720,832 |
| Community Banking | 3,315,388 | 3,822,964 | 3,813,421 |
| Other | 384,283 | 401,824 | 245,002 |
| Less: Intersegment revenues | (666,088) | (542.374) | (574.798) |
| Total | $7,289,098 | $7,439,411 | $7,017,417 |
NOTES TO FINANCIAL STATEMENTS
|
COMMON STOCK
The following table summarizes the share transactions for the three years ended December 31, 2000: |
| | Shares
Issued | Shares in
Treasury |
| Balance - January 1, 1998 | 24,490,189 | (3,737,430) |
| Purchase of treasury stock | - | (235,215) |
| Issued in stock options | - | 15,427 |
| Balance - December 31, 1998 | 24,490,189 | (3,957,218) |
| Stock dividend (10%) | 1,981,850 | - |
| Purchase of treasury stock | - | (926,537) |
| Issued in stock options | - | 18,553 |
| Acquisition of Charter National Bank | - | 162,353 |
| Balance - December 31, 1999 | 26,472,039 | (4,702,849) |
| Purchase of treasury stock | - | (503,906) |
| Issued in stock options | - | 17,948 |
| Balance - December 31, 2000 | 26,472,039 | (5,188,807) |
Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share gives effect to all potential common shares that were outstanding during the year. The shares used in the calculation of basic and diluted income per share, which have been restated for all stock dividends, are shown below.
|
| | For the Years Ended December 31 |
| Weighted average basic common shares outstanding | 21,270,136 | 21,793,064 | 22,322,620 |
| Stock options | 12,531 | 38,381 | 61,441 |
| Weighted average diluted common shares outstanding | 21,282,667 | 21,831,445 | 22,384,061 |
COMMITMENTS AND CONTINGENCIES
|
In the normal course of business, the Company is a party to financial instruments with off-balance-sheet risk in order to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, commercial letters of credit, standby letters of credit, and futures contracts. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.
|
The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, commercial letters of credit and standby letters of credit is represented by the contract or notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.
|
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the agreement. These conditions generally include, but are not limited to, each customer being current as to repayment terms of existing loans and no deterioration in the customer's financial condition. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The interest rate is generally a variable or floating rate. If the commitment has a fixed interest rate, the rate is generally not set until such time as credit is extended. For credit card customers, the Company has the right to change or terminate any terms or conditions of the credit card account at any time. Since a large portion of the commitments and unused credit card lines are never actually drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's creditworthiness on an individual basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management's credit evaluation. Collateral held varies but may include accounts receivable, inventory, real estate, plant and equipment, stock, securities and certificates of deposit.
|
Commercial letters of credit are issued specifically to facilitate trade or commerce. Under the terms of a commercial letter of credit, as a general rule, drafts will be drawn when the underlying transaction is consummated as intended. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party.
|
The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds collateral supporting those commitments when deemed necessary. Collateral varies but may include such items as those described for commitments to extend credit.
|
Futures contracts are contracts for delayed delivery of securities or money market instruments in which the seller agrees to make delivery at a specified future date of a specified instrument at a specified yield. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movements in securities values and interest rates. Instruments used in trading activities are carried at market value and gains and losses on futures contracts are settled in cash daily. Any changes in the market value are recognized in trading and investment banking income.
|
The Company's use of futures contracts is very limited. The Company uses contracts to offset interest rate risk on specific securities held in the trading portfolio. Open futures contract positions averaged $57.8 million and $46.2 million during the years ended December 31, 2000 and 1999, respectively. Net futures activity resulted in losses of $2.2 million for 2000 and gains of $1.7 million for 1999. The Company controls the credit risk of its futures contracts through credit approvals, limits and monitoring procedures.
|
The Company also enters into foreign exchange contracts on a limited basis. For operating purposes the Company maintains certain balances in foreign banks. Foreign exchange contracts are purchased on a monthly basis to avoid foreign exchange risk on these foreign balances. The Company will also enter into foreign exchange contracts to facilitate foreign exchange needs of customers. The Company will enter into a contract to buy or sell a foreign currency at a future date only as part of a contract to sell or buy the foreign currency at the same future date to a customer. During 2000, contracts to purchase and to sell foreign currency averaged approximately $19.3 million, compared to $17.4 million during 1999. The gains on these foreign exchange contracts for 2000 and 1999 were $1.5 million and $1.1 million, respectively.
|
With respect to group concentrations of credit risk, most of the Company's business activity is with customers in the states of Missouri, Kansas, Colorado, Oklahoma, Nebraska and Illinois. At December 31, 2000, the Company did not have any significant credit concentrations in any particular industry.
|
In the normal course of business, the Company and its subsidiaries are named defendants in various lawsuits and counterclaims. In the opinion of management, after consultation with legal counsel, none of these lawsuits will have a materially adverse effect on the financial position or results of operations of the Company.
|
| | Contract or National Amount
December 31
|
| (in thousands) | 2000 | 1999 |
| Financial instruments whose contract amounts represent credit risk: | | |
| Commitments to extend credit for loans (excluding credit card loans) | $1,779,218 | $1,259,489 |
| Commitments to extend credit under credit card loans | 857,993 | 782,112 |
| Commercial letters of credit | 24,193 | 24,947 |
| Standby letters of credit | 147,010 | 234,021 |
Financial instruments whose notional or contract amounts exceed the amount of credit risk:
Futures contracts | $ 64,500 | $ 56,400 |
ACQUISITIONS
|
On November 22, 1999 the Company acquired Charter National Bank, Oklahoma City, Oklahoma for $10 million. The acquisition was funded with existing working capital. The acquisition of this $51.2 million bank was recorded as a purchase. The acquisition was not deemed to be material in relation to the consolidated results of the Company. Income of the combined Company does not include income of the acquired Company prior to the effective date of the acquisition. In March of 2000, this bank was merged into the Company's lead bank.
|
INCOME TAXES
|
Income taxes as set forth below produce effective federal income tax rates of 25.0% in 2000, 25.1% in 1999, and 26.7% in 1998. These percentages are computed by dividing total federal income tax by the sum of such tax and net income. Income taxes include the following components (in thousands):
|
Federal
Currently payable | $ 22,761 | $ 16,857 | $ 19,401 |
| Deferred | (736) | 5,035 | 918 |
| Total federal tax provision | $ 22,025 | $ 21,892 | $ 20,319 |
State
Currently payable | $ 1,071 | $ 504 | $ 1,340 |
| Deferred | (100) | 579 | 103 |
| Total state tax provision | $ 971 | $ 1,083 | $ 1,443 |
| Total tax provision | $ 22,996 | $ 22,975 | $ 21,762 |
The reconciliation between the income tax provision and the amount computed by applying the statutory federal tax rate of 35% to income before income taxes is as follows (in thousands):
|
| Provision at statutory rate | $ 30,838 | $ 30,468 | $ 26,592 |
| Tax-exempt interest income | (11,590) | (11,378) | (9,219) |
| Disallowed interest expense | 1,520 | 1,354 | 1,148 |
| State and local income taxes, net of federal tax benefits | 631 | 703 | 938 |
| Amortization of intangibles of purchased banks | 1,847 | 1,909 | 1,901 |
| Other | (250) | (81) | 402 |
| Total tax provision | $ 22,996 | $ 22,975 | $ 21,762 |
Deferred taxes are recorded based upon differences between the financial statement and tax basis of assets and liabilities.
|
Temporary differences which comprise a significant portion of deferred tax assets and liabilities at December 31, 2000, 1999 and 1998 were as follows (in thousands):
|
Deferred tax assets
Net unrealized loss on securities available for sale | $ - | $ 7,664 | $ - |
| Allowance for loan losses | 11,877 | 11,573 | 12,346 |
| Nondeductible accruals | - | - | 382 |
| Miscellaneous | 266 | - | 984 |
| Total deferred tax assets | $ 12,143 | $ 19,237 | $ 13,712 |
Deferred tax liabilities
Net unrealized gain on securities available for sale | $ (989) | $ - | $ (7,499) |
| Asset revaluations on purchased banks | (3,507) | (4,417) | (4,556) |
| Depreciation | (13,179) | (11,787) | (8,340) |
| Miscellaneous | - | (748) | - |
| Total deferred tax liabilities | $ (17,675) | $ (16,952) | $ (20,395) |
| Net deferred tax asset (liability) | $ (5,532) | $ 2,285 | $ (6,683) |
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
|
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
|
CASH AND SHORT-TERM INVESTMENTS The carrying amounts of cash and due from banks, federal funds sold and resell agreements are reasonable estimates of their fair values.
|
SECURITIES AVAILABLE FOR SALE AND INVESTMENT SECURITIES Fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.
|
TRADING SECURITIES Fair values for trading securities (including financial futures), which also are the amounts recognized in the balance sheet, are based on quoted market prices where available. If quoted market prices are not available, fair values are based on quoted market prices for similar securities.
|
LOANS Fair values are estimated for portfolios with similar financial characteristics. Loans are segregated by type, such as commercial, real estate, consumer, and credit card. Each loan category is further segmented into fixed and variable interest rate categories. The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.
|
DEPOSIT LIABILITIES The fair value of demand deposits and savings accounts is the amount payable on demand at December 31, 2000 and 1999. The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities.
|
SHORT-TERM DEBT The carrying amounts of federal funds purchased, repurchase agreements and other short-term debt are reasonable estimates of their fair values.
|
LONG-TERM DEBT Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate fair value of existing debt.
|
OTHER OFF-BALANCE SHEET INSTRUMENTS The fair value of a loan commitment and a letter of credit is determined based on the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreement and the present creditworthiness of the counterparties. Neither the fees earned during the year on these instruments or their fair value at year-end are significant to the Company's consolidated financial position.
|
The estimated fair values of the Company's financial instruments at December 31, 2000 and 1999 are as follows (in millions):
|
| | Carrying
Amount | Fair
Value | Carrying
Amount | Fair
Value |
Financial assets:
Cash and short-term investments | $1,136.4 | $1,136.4 | $ 898.8 | $ 898.8 |
| Securities available for sale | 2,450.0 | 2,450.0 | 3,149.1 | 3,149.1 |
| Investment securities | 695.4 | 695.2 | 748.7 | 738.2 |
| Trading securities | 80.7 | 80.7 | 77.0 | 77.0 |
| Loans | $3,074.0 | $3,039.7 | $2,841.2 | $2,753.0 |
| Less: allowance for loan losses | (32.0) | - | (31.2) | - |
| Net loans | $3,042.0 | $3,039.7 | $2,810.0 | $2,753.0 |
| Total financial assets | $7,404.5 | $7,402.0 | $7,683.6 | $7,616.1 |
Financial liabilities:
Demand and savings deposits | $4,731.1 | $4,731.1 | $4,494.1 | $4,494.1 |
| Time deposits | 1,204.1 | 1,212.6 | 1,429.8 | 1,428.4 |
| Federal funds and repurchase | 909.8 | 909.8 | 1,417.4 | 1,417.4 |
| Short-term debt | 72.2 | 72.2 | - | - |
| Long-term debt | 27.0 | 27.7 | 37.9 | 34.0 |
| Total financial liabilities | $6,944.2 | $6,953.4 | $7,379.2 | $7,373.9 |
| The fair value estimates presented herein are based on pertinent information available to management as of December 31, 2000 and 1999. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein. |
| PARENT COMPANY FINANCIAL INFORMATION |
| Balance Sheets (in thousands) | 2000 | 1999 |
Assets:
Investment in subsidiaries:
Banks | $647,336 | $630,357 |
Non-banks
| 8,822 | 7,525 |
Total investment in subsidiaries
| $656,158 | $637,882 |
Premiums on purchased banks
| 6,490 | 7,887 |
Cash
| 37,459 | 23,255 |
Securities available for sale and other
| 31,830 | 27,150 |
Total assets
| $731,937 | $696,174 |
Liabilities and Shareholders' Equity:
Dividends payable | $ 4,257 | $ 4,000 |
Long-term debt
| 20,890 | 33,602 |
Accrued expenses and other
| 3,856 | 3,581 |
| Total | $629,003 | $ 41,183 |
| Shareholders' equity | 702,934 | 654,991 |
| Total liabilities and shareholders' equity | $731,937 | $696,174 |
| Statements of Income (in thousands) | 2000 | 1999 | 1998 |
Income:
Dividends and income received from affiliate banks | $ 66,658 | $ 24,762 | $ 51,132 |
| Service fees from subsidiaries | 13,422 | 13,378 | 12,041 |
| Net security gains | 2 | 14 | 10 |
| Other | 523 | 1,167 | 859 |
| Total income | $ 80,605 | $ 39,321 | $ 64,042 |
Expense:
Salaries and employee benefits | $ 4,808 | $ 4,632 | $ 5,017 |
| Interest on long-term debt | 1,683 | 2,599 | 3,213 |
| Services from affiliate banks | 652 | 652 | 652 |
| Other | 12,389 | 14,476 | 14,537 |
| Total expense | $ 19,532 | $ 22,359 | $ 23,419 |
| Income before income taxes and equity in undistributed earnings of subsidiaries | $ 61,073 | $ 16,962 | $ 40,623 |
| Income tax benefit | (1,296) | (2,132) | (2,893) |
| Income before equity in undistributed earnings of subsidiaries | $ 62,369 | $ 19,094 | $ 43,516 |
Equity in undistributed earnings of subsidiaries:
Banks | 2,452 | 44,926 | 10,607 |
| Non-banks | 290 | 57 | 91 |
| Net income | $ 65,111 | $ 64,077 | $ 54,214 |
| Statements of Cash Flows (in thousands) | 2000 | 1999 | 1998 |
Operating Activities:
Net income | $ 65,111 | $ 64,077 | $ 54,214 |
| Equity in earnings of subsidiaries | (68,942) | (69,133) | (61,073) |
| Gains from sales of securities available for sale | (2) | (14) | (10) |
| Earned ESOP shares | 2,500 | 2,501 | 2,568 |
| Other | 1,402 | (918) | (535) |
| Net cash provided by (used in) operating activities | $ 69 | $ (3,487) | $ (4,836) |
Investing Activities:
Proceeds from sales of securities available for sale | $ 100 | $ 35 | $ 25 |
| Proceeds from maturities of securities held to maturity | 70,001 | 252,575 | 99,145 |
| Purchases of securities available for sale | (79,414) | (251,235) | (109,926) |
| Net decrease in repurchase agreements | 4,323 | 2,439 | 6,858 |
| Net capital investment in affiliate banks | - | 36,764 | - |
| Dividends received from subsidiaries | 66,200 | 24,150 | 61,360 |
| Net capital expenditures for premises and equipment | (83) | (43) | (166) |
| Net cash provided by investing activities | $ 61,127 | $ 64,685 | $ 57,296 |
Financing Activities:
Repayments of long-term debt | $ (12,712) | $ (5,551) | $ (5,397) |
| Cash dividends paid | (17,134) | (16,035) | (16,439) |
| Net purchase of treasury stock | (17,146) | (38,553) | (11,595) |
| Net cash used in financing activities | $ (46,992) | $ (60,139) | $ (33,431) |
| Net increase in cash | $ 14,204 | $ 1,059 | $ 19,029 |
INDEPENDENT AUDITORS' REPORT
|
To the Shareholders and the Board of Directors of UMB Financial Corporation:
|
We have audited the accompanying consolidated balance sheets of UMB Financial Corporation and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
|
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
|
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of UMB Financial Corporation and subsidiaries as of December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.
|
/s/ DELOITTE and TOUCHE, LLP
Deloitte and Touche, LLP
|
Kansas City, Missouri
January 18, 2001
|
| FIVE-YEAR AVERAGE BALANCE SHEETS/YIELDS AND RATES ( in millions) |
| ASSETS | Average
Balance | Interest
Income/ Expense (1) | Rate
Earned/
Paid (1) | Average
Balance | Interest
Income/
Expense (1) | Rate
Earned/
Paid (1) |
| Loans, net of unearned interest (FTE) (2) | $3,004.8 | $256.3 | 8.53% | $2,616.0 | $212.8 | 8.14% |
Securities:
Taxable | $2,105.7 | $123.8 | 5.88 | $2,820.0 | $154.3 | 5.47 |
| Tax-exempt (FTE) | 736.2 | 46.8 | 6.36 | 733.8 | 45.9 | 6.25 |
| Total securities | $2,841.9 | $170.6 | 6.00 | $3,553.8 | $200.2 | 5.63 |
| Federal funds sold and resell agreements | 229.1 | 15.2 | 6.63 | 120.4 | 6.0 | 4.84 |
| Other earning assets (FTE) | 74.6 | 4.7 | 6.23 | 66.3 | 3.9 | 5.68 |
| Total earning assets (FTE) | $6,150.4 | $446.8 | 7.26 | $6,356.5 | $422.9 | 6.65 |
| Allowance for loan losses | (31.6) | | | (32.9) | | |
| Cash and due from banks | 720.3 | | | 691.6 | | |
| Other assets | 450.0 | | | 424.2 | | |
| Total assets | $7,289.1 | | | $7,439.4 | | |
| Liabilities and Shareholders' Equity |
| Interest-bearing demand and savings deposits | $2,270.5 | $71.2 | 3.14% | $2,281.5 | $ 61.0 | 2.67% |
| Time deposits under $100,000 | 824.3 | 42.4 | 5.14 | 860.5 | 40.4 | 4.69 |
| Time deposits of $100,000 or more | 347.9 | 19.0 | 5.45 | 457.5 | 21.5 | 4.70 |
| Total interest-bearing deposits | $3,442.7 | $132.6 | 3.85 | $3,599.5 | $122.9 | 3.41 |
| Short-term borrowings | 43.0 | 2.7 | 6.35 | 3.8 | 0.1 | 4.57 |
| Long-term debt | 29.6 | 2.0 | 6.91 | 40.2 | 2.8 | 6.91 |
| Federal funds purchased and repurchase agreements | 1,051.2 | 59.1 | 5.62 | 1,285.2 | 57.5 | 4.47 |
| Total interest-bearing liabilities | $4,566.5 | $196.4 | 4.30 | $4,928.7 | $183.3 | 3.72 |
| Noninterest-bearing demand deposits | 1,922.0 | | | 1,748.9 | | |
| Other | 124.4 | | | 104.5 | | |
| Total | $6,612.9 | | | $6,782.1 | | |
| Total shareholders' equity | $ 676.2 | | | $ 657.3 | | |
| Total liabilities and shareholders' equity | $7,289.1 | | | $7,439.4 | | |
| Net interest income (FTE) | | $250.4 | | | $239.6 | |
| Net interest spread | | | 2.96% | | | 2.93% |
| Net interest margin | | | 4.07 | | | 3.77 |
| (1) Interest income and yields are stated on a fully tax-equivalent (FTE) basis, using a rate of 35%. The tax-equivalent interest income and yields give effect to the disallowance of interest expense, for federal income tax purposes, related to certain tax-free assets. Rates earned/paid may not compute to the rates shown due to presentation in millions. |
| (2) Loan fees and income from loans on nonaccrual status are included in loan income. |
Average
Balance | Interest
Income/ Expense (1) | Rate
Earned/
Paid (1) | Average
Balance | Interest
Income/
Expense (1) | Rate
Earned/
Paid (1) | Average
Balance | Interest
Income/
Expense (1) | Rate
Earned/
Paid (1) | Average Balance Five-Year Compounded Growth Rate |
| $2,640.9 | $228.8 | 8.66% | $2,649.0 | $237.0 | 8.95% | $2,437.8 | $221.5 | 9.09% | 5.07% |
| $2,448.3 | $140.7 | 5.75 | $2,166.6 | $127.1 | 5.87 | $2,169.8 | $122.9 | 5.66 | 6.28 |
| 557.0 | 35.8 | 6.43 | 372.1 | 24.6 | 6.61 | 317.8 | 21.2 | 6.68 | 19.19 |
| $3,005.3 | $176.5 | 5.87 | $2,538.7 | $151.7 | 5.97 | $2,487.6 | $144.1 | 5.79 | 3.59 |
| 224.1 | 12.3 | 5.49 | 138.8 | 8.4 | 6.07 | 185.6 | 10.0 | 5.39 | 4.04 |
| 72.3 | 4.3 | 5.87 | 83.7 | 5.1 | 6.13 | 69.3 | 4.3 | 6.12 | 4.38 |
| $5,942.6 | $421.9 | 7.10 | $5,410.2 | $402.2 | 7.43 | $5,180.3 | $379.9 | 7.33 | 4.33 |
| (33.2) | | | (32.9) | | | (34.0) | | | (0.31) |
| 723.7 | | | 724.8 | | | 646.5 | | | 3.15 |
| 384.3 | | | 380.5 | | | 344.4 | | | 5.90 |
| $7,017.4 | | | $6,482.6 | | | $6,137.2 | | | 4.32% |
| $2,260.3 | $ 69.5 | 3.07% | $2,143.9 | $ 65.8 | 3.07% | $2,056.7 | $ 59.8 | 2.91% | 1.97% |
| 875.5 | 44.7 | 5.11 | 898.9 | 46.7 | 5.20 | 948.6 | 49.3 | 5.21 | (3.08) |
| 480.3 | 24.2 | 5.04 | 310.8 | 15.4 | 4.95 | 276.5 | 14.0 | 5.05 | 9.50 |
| $3,616.1 | $138.4 | 3.83 | $3,353.6 | $127.9 | 3.82 | $3,281.8 | $123.1 | 3.75 | 1.19 |
| 0.7 | - | 3.55 | 0.6 | - | 5.91 | 1.0 | - | 4.10 | 107.39 |
| 42.6 | 3.2 | 7.54 | 48.9 | 3.4 | 6.78 | 55.4 | 4.0 | 7.27 | (7.34) |
| 920.6 | 45.5 | 4.94 | 800.1 | 40.5 | 5.06 | 771.5 | 37.5 | 4.84 | 11.36 |
| $4,580.0 | $187.1 | 4.08 | $4,203.2 | $171.8 | 4.09 | $4,109.7 | $164.6 | 4.00 | 3.18 |
| 1,702.3 | | | 1,576.2 | | | 1,386.2 | | | 7.53 |
| 85.0 | | | 104.6 | | | 67.0 | | | 15.32 |
| $6,367.3 | | | $5,884.0 | | | $5,562.9 | | | 4.52 |
| $ 650.1 | | | $ 598.6 | | | $ 574.3 | | | 2.51 |
| $7,017.4 | | | $6,482.6 | | | $6,137.2 | | | 4.32% |
| | $234.8 | | | $230.4 | | | $215.3 | | |
| | | 3.02% | | | 3.34% | | | 3.33% | |
| | | 3.95 | | | 4.26 | | | 4.16 | |
| SELECTED FINANCIAL DATA OF AFFILIATE BANKS (in thousands) |
| Missouri | Number of Locations | Total Assets | Loans Net of Unearned | Total Deposits | Shareholders' Equity |
| UMB Bank, n.a. | 138 | $6,702,135 | $2,565,933 | $5,073,293 | $511,217 |
| UMB Bank, Warsaw | 4 | 67,980 | 23,438 | 56,968 | 5,104 |
Colorado |
| UMB Bank Colorado, n.a. | 11 | 381,998 | 224,081 | 285,136 | 29,323 |
Kansas |
| UMB National Bank of America . | 13 | 708,981 | 138,414 | 578,318 | 71,997 |
Nebraska |
| UMB Bank Omaha, n.a. | 4 | 87,710 | 81,482 | 42,051 | 5,766 |
Banking-Related Subsidiaries |
UMB Properties, Inc.
UMB Community Development Corporation
UMB Banc Leasing Corporation
UMB, U.S.A. n.a.
UMB Scout Brokerage Services, Inc.
UMB Scout Insurance Company
UMB Capital Corporation
United Missouri Insurance Company
UMB Trust Company of South Dakota
UMB Consulting Services, Inc.
UMB Data Corporation |
