UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1994 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 0-4887 UMB FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Missouri 43-0903811 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1010 Grand Avenue, Kansas City, MO 64106 (address of principal executive offices and Zip Code) (816) 860-7000 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No _________ _________ At June 30, 1994, UMB Financial Corporation had 19,271,380 shares of common stock outstanding. This is the only class of stock of the Company. UMB FINANCIAL CORPORATION FORM 10-Q INDEX PART I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets as of June 30, 1994 and 1993 and December 31, 1993........ 3 Consolidated Statements of Income for the Three and Six Months Ended June 30, 1994 and 1993............................. 4 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1994 and 1993......... 5 Consolidated Statements of Shareholders' Equity for the Six Months Ended June 30, 1994 and 1993......... 6 Notes to Consolidated Financial Statements................... 7-9 Supplemental Financial Data Average Balances/Yields and Rates.......................... 10 Analysis of Changes in Net Interest Income and Margin...... 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........................ 12-13 PART II. Other Information Item 6. Exhibits and Reports on Form 8-K............................. 14 Signatures................................................... 15 UMB FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands) June 30, December 31, ___________________ ____________ 1994 1993 1993 ___________________ ____________ ASSETS ______ Loans: Commercial, financial and agricultural $1,116,181 $ 945,000 $1,103,306 Consumer (net of unearned interest) 619,375 573,248 588,671 Real estate 456,012 459,488 466,157 Leases 1,411 1,770 1,627 Allowance for loan losses (32,977) (36,480) (35,590) _________ _________ _________ Net loans $2,160,002 $1,943,026 $2,124,171 Securities available for sale: U.S. Treasury and agencies $2,467,105 $2,648,088 $2,689,255 Equity securities and other 10,753 7,717 10,957 _________ _________ _________ Total securities available for sale (market value of June, 1993 $2,686,346) $2,477,858 $2,655,805 $2,700,212 Investment securities: State and political subdivisions $ 285,239 $ 285,920 $ 278,944 US Agencies 86,448 - - _________ _________ _________ Total investment securities (market value of $368,097, $290,722 and $282,346 respectively) $ 371,687 $ 285,920 $ 278,944 Federal funds and resell agreements 304,860 306,775 339,175 Trading securities 42,868 78,339 83,746 _________ _________ _________ Total earning assets $5,357,275 $5,269,865 $5,526,248 Cash and due from banks 535,768 457,741 666,368 Bank premises and equipment, net 129,659 130,617 128,898 Accrued income 73,525 71,493 72,551 Premium on and intangibles of purchased banks 81,751 87,080 85,286 Other assets 62,552 66,102 49,475 _________ _________ _________ Total assets $6,240,530 $6,082,898 $6,528,826 ========= ========= ========= LIABILITIES ___________ Deposits: Noninterest-bearing demand $1,474,066 $1,258,760 $1,488,278 Interest-bearing demand and savings 2,381,824 2,214,591 2,364,341 Time deposits under $100,000 992,334 1,105,410 1,058,354 Time deposits of $100,000 or more 189,565 207,479 250,756 _________ _________ _________ Total deposits $5,037,789 $4,786,240 $5,161,729 Federal funds and repurchase agreements 515,727 584,313 625,082 Short-term debt 3,222 1,978 1,453 Long-term debt 51,453 59,330 51,529 Accrued expenses and taxes 33,230 47,757 56,754 Other liabilities 30,960 40,119 45,636 _________ _________ _________ Total liabilities $5,672,381 $5,519,737 $5,942,183 _________ _________ _________ SHAREHOLDERS' EQUITY ____________________ Common stock, Par Value $1.00, $12.50, and $12.50 respectively. Authorized 23,000,000 shares; 20,677,558, 20,698,342 and 19,388,557 shares issued respectively $ 20,678 $ 236,579 $ 236,579 Capital surplus 442,753 168,494 167,368 Retained earnings 166,419 194,535 208,557 Net unrealized gain/(loss) on securities available for sale (17,606) - 14,333 Treasury stock, 1,406,178, 1,205,963 and 1,300,346 shares, at cost, respectively (44,095) (36,447) (40,194) _________ _________ _________ Total shareholders' equity $ 568,149 $ 563,161 $ 586,643 _________ _________ _________ Total liabilities and shareholders' equity $6,240,530 $6,082,898 $6,528,826 ========= ========= ========= <FN> See Notes to Consolidated Financial Statements. UMB FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME (unaudited in thousands) Three Months Six Months Ended June 30, Ended June 30, _______________ _______________ INTEREST INCOME 1994 1993 1994 1993 Loans $41,716 $ 34,733 $ 80,392 $ 63,362 Securities: Taxable interest $31,405 $ 28,677 $ 61,860 $ 54,236 Tax-exempt interest 3,067 3,020 6,005 5,474 ______ ______ _______ _______ Total securities income $34,472 $ 31,697 $ 67,865 $ 59,710 Federal funds and resell agreements 3,077 2,491 6,248 5,097 Trading securities and other 824 614 1,703 1,183 ______ _______ _______ _______ Total interest income $80,089 $ 69,535 $156,208 $129,352 ______ ______ _______ _______ INTEREST EXPENSE ________________ Deposits $26,015 $ 24,505 $ 51,537 $ 45,814 Federal funds and repurchase agreements 5,994 3,878 10,332 7,909 Short-term debt 7 6 15 13 Long-term debt 1,020 1,202 2,038 2,111 ______ _______ _______ _______ Total interest expense $33,036 $ 29,591 $ 63,922 $ 55,847 ______ ______ _______ _______ Net interest income $47,053 $ 39,944 $ 92,286 $ 73,505 Provision for loan losses 516 845 898 1,583 ______ _______ _______ _______ Net interest income after provision $46,537 $ 39,099 $ 91,388 $ 71,922 ______ _______ _______ _______ NONINTEREST INCOME __________________ Trust income $ 9,079 $ 8,010 $ 17,539 $ 15,038 Securities processing 2,667 3,768 5,789 6,946 Trading and investment banking 2,413 3,195 5,403 7,384 Service charges on deposits 8,185 7,291 16,379 13,755 Other service charges and fees 5,241 3,998 8,903 7,208 Bankcard fees 6,940 5,660 12,254 9,753 Net investment security gains 288 283 3,315 276 Other 710 720 2,063 1,480 ______ _______ _______ _______ Total noninterest income $35,523 $ 32,925 $ 71,645 $ 61,840 ______ ______ _______ _______ NONINTEREST EXPENSE ___________________ Salaries and employee benefits $30,029 $ 26,066 $ 59,858 $ 48,918 Occupancy, net 3,723 3,538 7,525 6,683 Equipment 4,990 4,380 10,089 8,425 Supplies and services 4,998 4,069 9,636 7,901 Bankcard processing 5,965 4,796 10,500 8,204 Marketing and business development 4,021 3,658 7,583 6,545 FDIC and regulatory fees 3,051 2,693 6,046 5,013 Other 8,068 7,129 15,497 12,403 ______ _______ _______ _______ Total noninterest expense $64,845 $ 56,329 $126,734 $104,092 ______ _______ _______ _______ Income before income taxes $17,215 $ 15,695 $ 36,299 $ 29,670 Income tax provision 6,107 5,123 11,844 9,644 ______ _______ _______ _______ NET INCOME $11,108 $ 10,572 $ 24,455 $ 20,026 ====== ======= ======= ======= PER SHARE DATA ______________ Net income $0.58 $0.65 $1.27 $1.27 Dividends $0.18 $0.18 $0.36 $0.36 <FN> Weighted average shares outstanding 19,281,838 16,343,950 19,303,050 15,755,242 See Notes to Consolidated Financial Statements. UMB FINANCIAL CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited in thousands) Six Months Ended June 30, 1994 1993 Operating Activities Net Income $ 24,455 $ 20,026 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 898 1,583 Depreciation and amortization 10,889 7,617 Deferred income taxes and investment tax credits (646) 6,206 Net (increase) decrease in trading securities 40,878 (39,318) Investment security gains (3,360) (284) Investment security losses 46 8 Amortization of securities premium, net of discount accretion 21,606 15,545 Increase in interest receivable (974) (10,285) Decrease in interest payable (1,935) (823) Other, net (29,243) (2,046) _________ _________ Net cash provided (used) by operating activities $ 62,614 $ (1,771) _________ _________ Investing Activities ____________________ Proceeds from maturities of investment securities $ 65,967 $ 55,796 Proceeds from sales of securities available for sale 120,988 128,947 Proceeds from maturities of securities available for sale 457,656 110,376 Purchases of investment securities (73,376) (87,160) Purchases of securities available for sale (511,393) (344,350) Net (increase) decrease in loans (36,729) 31,346 Net decrease in federal funds and resell agreements 34,315 145,547 Purchases of bank premises and equipment (8,065) (7,474) Proceeds from sales of bank premises and equipment 35 127 Purchases of financial organizations, net of cash received - 66,553 _________ _________ Net cash provided by investing activities $ 49,398 $ 99,708 _________ _________ Financing Activities ____________________ Net increase in demand and savings deposits $ 3,271 $ 8,249 Net decrease in time deposits (127,211) (128,167) Net decrease in federal funds and repurchase agreements (109,355) (151,508) Net increase (decrease) in short term borrowings 1,769 (164) Proceeds from issuance of long-term debt - 25,000 Repayment of long-term debt (76) - Cash dividends (7,050) (5,993) Proceeds from exercise of stock options 122 221 Purchases of treasury stock (4,082) (663) _________ __________ Net cash used by financing activities $ (242,612) $ (253,025) _________ _________ Decrease in cash and due from banks $ (130,600) $ (155,088) Cash and due from banks at beginning of year 666,368 612,829 _________ _________ Cash and due from banks at end of period $ 535,768 $ 457,741 ========= ========= <FN> See Notes to Consolidated Financial Statements. UMB FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (in thousands) Net Unrealized Common Capital Retained Holding Treasury Stock Surplus Earnings Gain (Loss) Stock Balance - December 31, 1992 $184,815 $ 63,046 $180,502 $ - $(28,684) Net income - - 20,026 - - Cash dividends - - (5,993) - - Issuance of common stock for acquisitions 51,764 105,605 - - - Purchase of treasury stock - - - - (8,141) Exercise of stock options - (157) - - 378 _______ _______ _______ ________ ________ Balance - June 30, 1993 $236,579 $168,494 $194,535 - $(36,447) ======= ======= ======= ======== ======== Balance - December 31, 1993 $236,579 $167,368 $208,557 $ 14,333 $(40,194) Net income - - 24,455 - - Cash dividends - - (7,050) - - 10% stock dividend 1,751 57,792 (59,543) - - Adjust par value (217,652) 217,652 - - - Purchase of treasury stock - - - - (4,082) Exercise of stock options - (59) - - 181 Net unrealized loss on securities available for sale - - - (31,939) - _______ _______ _______ _________ ________ Balance - June 30, 1994 $ 20,678 $442,753 $166,419 $ (17,606) $(44,095) ======= ======= ======= ========= ======== <FN> See Notes to Consolidated Financial Statements. UMB FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 1994 1. Change of Company Name and Par Value of Common Stock: On April 21, 1994, the Company's shareholders approved changing the Company's name from United Missouri Bancshares, Inc. to UMB Financial Corporation. The name change was made in order to have a corporate identity which was not geographically restrictive and which was consistent with the broad range of financial services and products provided by the Company. On this same date the shareholders approved an amendment to the Company's Articles of Incorporation to reduce the par value of the Company's common stock from $12.50 per share to $1.00 per share. 2. Financial Statement Presentation: The consolidated financial statements include the accounts of the Company and its subsidiaries after elimination of all material intercompany transactions. In the opinion of management of the Company, all adjustments, which were of a normal recurring nature, necessary for a fair presentation of the financial position and results of operations have been made. The financial statements should be read in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operations and with reference to the 1993 Annual Report to Shareholders. 3. Earnings Per Share: Earnings per share are based on the weighted average number of shares of common stock outstanding during the interim periods. All share and per share data has been adjusted to reflect a 10% stock dividend paid on July 1, 1994. 4. Allowance for Loan Losses: The following is a summary of the Allowance for Loan Losses for the six months ended June 30, 1994 and 1993 (in thousands): Six Months Ended June 30, 1994 1993 ____ ____ Balance January 1 $35,590 $24,456 Additions: Provision for loan losses 898 1,583 Allowance of purchased banks - 12,076 ______ ______ $36,488 $38,115 Deductions: Charge-offs $(4,828) $(2,633) Less recoveries on loans previously charged-off 1,317 998 ______ ______ Net loan losses $(3,511) $(1,635) ______ ______ Balance, June 30 $32,977 $36,480 ====== ====== UMB FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 1994 5. Acquisitions As of June 25, 1993, the Company had consummated the acquisitions of eight Kansas bank holding companies. The eight companies, their subsidiary banks and the ownership percentage, and consideration paid are presented below: Number of Assets as of Company Cash Acquisition Company/ Acquisition Shares (in Date Subsidiary Banks (% owned) (in millions) Issued (net) thousands) 03/26/93 Farmers Banshares, Inc. $ 57 168,898 $ 2,329 Farmers National Bank Abilene (100%) 04/30/93 NBA Bankshares, Inc. $ 125 276,497 $ 4,986 The National Bank of America at Salina (100%) 05/14/93 M L Bancshares, Inc. $ 159 308,578 $ 6,620 Russell State Bank Russell/Luray (100%) Security State Bank Great Bend/Hudson (100%) 05/17/93 Highland Bancshares, Inc. $ 103 265,754 $ 2,299 Highland Park Bank & Trust Topeka (100%) 05/17/93 North Plaza Bancshares, Inc. $ 43 - $ 7,433 North Plaza State Bank Topeka (100%) 05/28/93 BellCorp, Inc. $ 110 373,951 $ 2,894 Citizens Bank & Trust Co. Manhattan (100%) 06/14/93 Overland Park Bancshares, Inc. $ 188 1,021,580 $ - Overland Park State Bank & Trust Co. (100%) Overland Park/Olathe 06/25/93 CNB Financial Corporation $ 504 1,526,770 $ - Commercial National Bank (100%) Kansas City/Overland Park City National Bank Atchison (100%) First Bank & Trust, N.A. Concordia/Glasco (100%) Security State Bank Fort Scott (100%) _____ _________ ______ Total $1,289 3,942,028 $26,561 ===== ========= ====== The cash portion of the purchase prices was obtained through the issuance of debt by the Company. On February 24, 1993, the Company issued $10,000,000 in medium-term notes due 2000 at 6.81% and $15,000,000 in medium-term notes due 2003 at 7.30%. The acquisitions of the Kansas banks have been accounted for by the Company under the purchase method of accounting in accordance with Accounting Principles Board Opinion No. 16, "Business Combinations", as amended. Under this method of accounting, the purchase prices have been allocated to assets acquired and liabilities assumed based on their estimated fair values, including applicable income tax effects, at the effective dates of the acquisitions. Consolidated income for the Company does not include income of the acquired companies prior to the effective dates of the acquisitions. UMB FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 1994 5. Acquisitions (continued): The following table presents supplementary information regarding the acquisitions of the Kansas banks (dollars in thousands): Fair values of assets acquired: Securities $ 529,111 Net loans 522,111 Federal funds sold and resell agreements 85,207 Core deposit intangible 12,756 Other 140,108 _________ Total $1,289,293 _________ Fair values of liabilities assumed: Deposits $1,062,992 Federal funds purchased and repurchase agreements 74,984 Borrowed funds 6,103 Other 19,190 _________ Total $1,163,269 _________ Fair value of net assets acquired $ 126,024 _________ Purchase prices of acquisitions: Issuance of common stock (net of treasury stock acquired) $ 148,928 Cash paid 26,561 Direct costs of acquisitions 963 Previous investments in institutions acquired 1,506 _________ Total $ 177,958 _________ Goodwill (excess of purchase prices over fair value of net assets acquired): $ 51,934 ========= The following proforma consolidated financial information gives effect to the Kansas banks as if they were all acquired on January 1, 1993. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had the combinations been in effect on the dates indicated, or which may result in the future. Six Months Ended (dollars in thousands except per share data) June 30, 1993 ______________ Net interest income $ 88,067 Noninterest income 67,716 Net income 21,708 Net income per share 1.12 6. Commitments and Contingencies: 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 suits will have a materially adverse effect on the financial position or results of operations of the Company. UMB FINANCIAL CORPORATION AVERAGE BALANCES/YIELDS AND RATES (Tax-Equivalent Basis) (in thousands) Six Months Ended June 30, 1994 1993 Average Average Average Average Balance Yield/Rate Balance Yield/Rate ASSETS Loans, net of unearned interest $2,111,143 7.74% $1,565,126 8.23% Securities: Taxable $2,681,683 4.65 $2,273,626 4.81 Tax-exempt 280,513 6.29 234,234 6.75 _________ _________ Total securities $2,962,196 4.81 $2,507,860 4.99 Federal funds and resell agreements 359,693 3.50 327,101 3.14 Other earning assets 67,612 5.22 46,491 5.41 _________ _________ Total earning assets $5,500,644 5.85 $4,446,578 6.00 Allowance for loan losses (35,441) (27,173) Other assets 1,055,132 857,087 _________ _________ Total assets $6,520,335 $5,276,492 ========= ========= LIABILITIES & SHAREHOLDERS' EQUITY Interest-bearing deposits $3,651,587 2.85% $2,935,441 3.15% Federal funds and repurchase agreements 652,721 3.19 575,534 2.77 Borrowed funds 53,077 7.80 52,198 8.21 _________ _________ Total interest-bearing liabilities $4,357,385 2.95 $3,563,173 3.16 Noninterest-bearing demand deposits 1,516,935 1,214,274 Other liabilities 66,674 64,129 Shareholders' equity 579,341 434,916 _________ _________ Total liabilities and shareholders' equity $6,520,335 $5,276,492 ========= ========= Net interest spread 2.90% 2.84% Net interest margin 3.51 3.47 UMB FINANCIAL CORPORATION ANALYSIS OF CHANGES IN NET INTEREST INCOME AND MARGIN (tax-equivalent basis) (in thousands) ANALYSIS OF CHANGES IN NET INTEREST INCOME Three Months Ended Six Months Ended June 30, 1994 vs. 1993 June 30, 1994 vs. 1993 Volume Rate Total Volume Rate Total Change in interest earned on: Loans $ 8,420 $ (1,399) $ 7,021 $ 21,157 $ (4,018) $ 17,139 Securities: Taxable 3,094 (366) 2,728 9,463 (1,839) 7,624 Tax-exempt 434 (278) 156 1,472 (560) 912 Federal funds sold 4 582 586 535 616 1,151 Other 156 56 212 548 (45) 503 ______ ________ _______ ________ _______ ______ Interest income $12,108 $ (1,405) $ 10,703 $ 33,175 $ (5,846) $ 27,329 ______ ________ _______ ________ _______ ______ Change in interest paid on: Interest-bearing deposits $ 3,859 $ (2,349) $ 1,510 $ 10,408 $ (4,685) $ 5,723 Federal funds purchased 980 1,136 2,116 1,137 1,286 2,423 Borrowed funds (126) (55) (181) 35 (106) (71) _____ ________ _______ ________ ________ ________ Interest expense $ 4,713 $ (1,268) $ 3,445 $ 11,580 $ (3,505) $ 8,075 ______ ________ _______ ________ ________ ________ Net interest income $ 7,395 $ (137) $ 7,258 $ 21,595 $ (2,341) $ 19,254 ====== ======== ======= ======= ======== ======== ANALYSIS OF NET INTEREST MARGIN Three Months Ended Six Months Ended June 30, June 30, 1994 1993 Change 1994 1993 Change Average earning assets $5,439,161 $4,717,102 $ 722,059 $5,500,644 $4,446,578 $1,054,066 Interest-bearing liabilities 4,357,804 3,719,018 638,786 4,357,385 3,563,173 794,212 _________ _________ _________ _________ _________ _________ Interest free funds $1,081,357 $ 998,084 $ 83,273 $1,143,259 $ 883,405 $ 259,854 ========= ========= ========= ========= ========= ========= 													 Free funds ratio (free funds to earning assets) 19.88% 21.16% (1.28)% 20.78% 19.87% 0.91 % Tax-equivalent yield on earning assets 6.04% 6.05% (0.01)% 5.85% 6.00% (0.15)% Cost of interest- bearing liabilities 3.04 3.19 (0.15) 2.95 3.16 (0.21) _____ _____ ______ ______ ______ ______ Net interest spread 3.00% 2.86% 0.14 % 2.90% 2.84% 0.06 % Benefit of interest free funds 0.60 0.67 (0.07) 0.61 0.63 (0.02) _____ _____ _____ ______ ______ ______ Net interest margin 3.60% 3.53% 0.07 % 3.51% 3.47% 0.04 % ===== ===== ===== ====== ====== ====== UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1994 SUMMARY _______ UMB Financial Corporation, (UMB or the Company) earned $11,108,000 for the three months ended June 30, 1994 compared to net income of $10,572,000 for the three month period ended June 30, 1993. This increase represents a 5.07% increase in second quarter earnings. On a per share basis earnings for the second quarter of 1994 were $0.58 compared to $0.65 for the same period in 1993. On a year to date basis net income for the six months ended June 30, 1994 totaled $24,455,000, $1.27 per share, compared to $20,026,000, $1.27 per share, for the same period last year. During 1993 the Company acquired 12 banks in the State of Kansas (the Kansas Banks). The Kansas Bank's contribution to the consolidated first and second quarter earnings for 1994 was $1,725,000 and $1,865,000, respectively compared to $22,000 and $516,000, respectively, for the same periods in 1993. Ignoring the effect of the Kansas Banks, the Company's net income for the second quarter of 1994 was down from the previous year due to an increase in net interest income which was offset by higher operating costs, primarily salaries and benefits. In addition, noninterest income from security services decreased as the volume of security sale transactions decreased significantly. RESULTS OF OPERATIONS _____________________ Net interest income for the three months ended June 30, 1994 was $47,053,000 compared to $39,944,000 for the same period a year ago. Approximately 60% of this increase is attributable to the acquisition of the Kansas Banks. The remaining increase was the result of an increase in earning assets, primarily loans, and higher earnings on variable rate loans, and investment securities as a result of a general rise in interest rates. On a consolidated basis the Company's net interest margin increased to 3.60% for the second quarter of 1994 compared to 3.53% for the second quarter of 1993. Exclusive of the Kansas Banks, the Company's loans increased by 20% during the twelve months ended June 30, 1994. This increase which is in line with Company expectations, has resulted from continued marketing efforts and a general increase in loan demand. The Company's loan loss provision for the three months ended June 30, 1994 was $516,000 compared to $845,000 for the same period in 1993. This decrease is consistent with the 1994 year to date provision which decreased to $898,000 from $1,583,000 for 1993. The Company's increased loan volume has not, in managements estimate, resulted in any significant increased risk in the loan portfolio. Net charge offs for the second quarter of 1994 were $2,916,000 compared to $955,000 for the same period in 1993. This increase was the result of a loss on one commerical loan in which some recovery is expected. Noninterest income totaled $35,523,000 for the second quarter of 1994 compared to $32,925,000 for the same period in 1993. Approximately $2,000,000 of this increase resulted from the inclusion of the Kansas Banks in the consolidated results of operations for the entire second quarter of 1994 and only since acquisition for 1993. The remaining increase was the result of increased service charge income and higher earnings from bankcard operations. These increases in noninterest income were partially offset by decreases in income from securities processing. For the first half of 1994 noninterest income increased to $71,645,000 from $61,840,000 a year earlier. Approximately one half of this increase resulted from the acquired Kansas Banks. The remaining change is consistent with second quarter results. Also attributing to the six month increase were gains on the sale of securities during the first quarter which totaled approximately $3,000,000. Noninterest expense during the second quarter of 1994 was $64,845,000 compared to $56,329,000 for the same period during 1993. Approximately one half of this increase was caused by the inclusion of the Kansas Banks. The remaining increase was primarily due to higher salary and benefit costs and increased bankcard processing costs. For the first six months of 1994 non interest expense amounted to $126,734,000 compared to $104,092,000 for the first six UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1994 months of 1993. Approximately $14,500,000 of this increase was from the inclusion of the Kansas Banks in the consolidated results for all of 1994 and only since acquisition in 1993. The remaining increase resulted from anticipated increases in salaries and benefits, higher bankcard processing fees and increased supplies expense. FINANCIAL CONDITION ___________________ At June 30, 1994 total assets were $6.241 billion compared to $6.529 billion and $6.083 billion at December 31, 1993 and June 30, 1993, respectively. During the twelve months ended June 30, 1994 the Company's deposits increased by 5.3% even though the deposits of the acquired Kansas Banks decreased by $88 million during this period. The deposit shrinkage at the Kansas Banks was not unexpected because deposit products and rates of the Kansas Banks were altered after acquisition. Total deposits at June 30, 1994, decreased by 2.4% from year end 1993. The most significant factor for the decrease in deposits during the six months ended June 30, 1994 was continued run off from the Kansas Banks. Deposits at the Kansas Banks are not expected to decrease significantly from current levels. On a consolidated basis demand deposits and savings accounts at June 30, 1994 are virtually unchanged from the year end 1993 levels. Loans at June 30, 1994 increased slightly from year end 1993 totals. The Company will continue its efforts to increase the level of its loan portfolio during the remainder of the year. The results of these efforts are evidenced by the 11% increase in loans during the twelve month period ending June 30, 1994. The Company's non performing loans (nonaccrual loans and restructured loans) and other real estate owned totaled $14,831,000 at June 30, 1994 compared to $14,379,000 at December 31, 1993 and $15,555,000 at June 30, 1993. The allowance for loan losses at June 30, 1994 was $32,977,000 or 1.50% of loans compared to an allowance to loans of 1.65% and 1.84% at December 31, 1993 and June 30, 1993, respectively. Management believes the allowance for loan losses is adequate to absorb the potential losses in the loan portfolio. Securities available for sale at June 30, 1994 were $2.478 billion compared to $2.700 billion at December 31, 1993. This decrease was the result of a first quarter repositioning of the overall portfolio. Proceeds from the sale of securities during the first quarter were reinvested in high quality mortgage backed securities which the Company intends to hold until maturity. Also, contributing to this decrease was the change in the net unrealized gain or loss on securities available for sale. At June 30, 1994 the average life of the Company's investment portfolio, including held to maturity was 19 months. LIQUIDITY AND CAPITAL RESOURCES _______________________________ The Company continues to maintain a high level of liquidity. At June 30, 1994 the Company's loan to deposit ratio was 43.5%. The average maturity of the investment portfolio was 19 months and 34.8% of the portfolio matures within twelve months. In addition, the Company has access to various borrowing markets should the need arise, however such a need is not expected. At June 30, 1994, shareholders' equity totaled $568,149,000 compared to $586,643,000 at December 31, 1993 and $563,161,000 at June 30, 1993. The decrease in equity from year end 1993 was the result of a $31,939,000 change in the market value of securities available for sale. The Company adopted the statement of Financial Accounting Standards No. 115 "Accounting for Certain Investments in Debt and Equity Securities," during the fourth quarter of 1993. A general increase in interest rates during 1994 resulted in a decrease in the market value of the Company's securities available for sale. The Company's capital ratios are included in the table below and far exceed regulatory requirements. Six Months Ended June 30, _____________________ 1994 1993 ____ ____ RATIOS ______ Return on average assets 0.76% 0.77% Return on average equity 8.51 9.29 Average equity to assets 8.89 8.24 Tier 1 risk-based capital ratio 17.56 18.60 Total risk-based capital ratio 18.87 20.27 Leverage ratio 8.18 7.98 PER SHARE DATA ______________ Earnings $ 1.27 $ 1.27 Cash dividends 0.36 0.36 Dividend payout ratio 28.35% 28.35% Book value $29.48 $28.89 UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1994 PART II. Other information Item 6. Exhibits and Reports on Form 8-K (a) There are no exhibits filed with this report. (b) Reports on Form 8-K: (i) Form 8-K/A, Amendment No. 1 to the Form 8-K dated June 25, 1993, was filed on September 8, 1993. Form 8-K/A included the pro forma financial information regarding the Kansas bank acquisitions as well as audited 1992 financial statements and interim financial information for two of the acquirees. (ii) Form 8-K dated April 19, 1994. Item 5. Other events, change in executive management of the Company, change in par value of the Company's common stock and name change of Company to UMB Financial Corporation. UMB FINANCIAL CORPORATION FORM 10-Q SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UMB FINANCIAL CORPORATION /s/ R. Crosby Kemper R. Crosby Kemper Chairman /s/ Timothy M. Connealy Timothy M. Connealy Senior Vice President of Finance Date: August 11, 1994