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 September 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 September 30, 1994, UMB Financial Corporation had 19,059,487 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 September 30, 1994 and 1993 and December 31, 1993.......3 Consolidated Statements of Income for the Three and Nine Months Ended September 30, 1994 and 1993.............................4 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1994 and 1993.........5 Consolidated Statements of Shareholders' Equity for the Nine Months Ended September 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) September 30, December 31, 1994 1993 1993 ASSETS ______ Loans: Commercial, financial and agricultural $1,097,225 $ 903,227 $1,103,306 Consumer (net of unearned interest) 646,952 574,993 588,671 Real estate 445,191 454,084 466,157 Leases 2,249 1,570 1,627 Allowance for loan losses (32,947) (36,520) (35,590) _________ _________ _________ Net loans $2,158,670 $1,897,354 $2,124,171 Securities available for sale: U.S. Treasury and agencies $2,301,179 $2,583,940 $2,689,255 Equity securities and other 9,315 8,033 10,957 _________ _________ _________ Total securities available for sale (market value of September, 1993 $2,631,955) $2,310,494 $2,591,973 $2,700,212 Securities held to maturity: State and political subdivisions $ 301,768 $ 287,242 $ 278,944 US Agencies 86,670 - - _________ _________ _________ Total securities held to maturity (market value of $380,776, $292,926 and $282,346 respectively) $ 388,438 $ 287,242 $ 278,944 Federal funds and resell agreements 279,554 362,789 339,175 Trading securities 64,125 76,123 83,746 _________ _________ _________ Total earning assets $5,201,281 $5,215,481 $5,526,248 Cash and due from banks 492,704 565,287 666,368 Bank premises and equipment, net 129,804 130,372 128,898 Accrued income 73,358 65,226 72,551 Premium on and intangibles of purchased banks 79,973 86,930 85,286 Other assets 64,072 63,021 49,475 _________ _________ _________ Total assets $6,041,192 $6,126,317 $6,528,826 ========= ========= ========= LIABILITIES ___________ Deposits: Noninterest-bearing demand $1,430,034 $1,285,615 $1,488,278 Interest-bearing demand and savings 2,317,011 2,267,833 2,364,341 Time deposits under $100,000 969,253 1,081,081 1,058,354 Time deposits of $100,000 or more 163,242 212,318 250,756 _________ _________ _________ Total deposits $4,879,540 $4,846,847 $5,161,729 Federal funds and repurchase agreements 480,859 566,864 625,082 Short-term debt 1,923 2,013 1,453 Long-term debt 49,907 57,784 51,529 Accrued expenses and taxes 32,282 45,743 56,754 Other liabilities 31,617 39,408 45,636 _________ _________ _________ Total liabilities $5,476,128 $5,558,659 $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, 20,818,938 and 20,818,938 shares respectively $ 20,678 $ 236,579 $ 236,579 Capital surplus 442,640 168,380 167,368 Retained earnings 173,855 200,860 208,557 Net unrealized gain/(loss) on securities available for sale (21,018) - 14,333 Treasury stock, 1,618,071, 1,247,806 and 1,300,346 shares, at cost, respectively (51,091) (38,161) (40,194) _________ _________ _________ Total shareholders' equity $ 565,064 $ 567,658 $ 586,643 _________ _________ _________ Total liabilities and shareholders' equity $6,041,192 $6,126,317 $6,528,826 ========= ========= ========= <FN> See Notes to Consolidated Financial Statements. UMB FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME (unaudited in thousands) Three Months Nine Months Ended September 30, Ended September 30, INTEREST INCOME 1994 1993 1994 1993 Loans $44,661 $ 39,689 $125,053 $103,051 Securities: Taxable interest $30,321 $ 30,783 $ 91,956 $ 84,832 Tax-exempt interest 3,344 3,294 9,574 8,955 ______ _______ _______ _______ Total securities income $33,665 $ 34,077 $101,530 $ 93,787 Federal funds and resell agreements 3,385 2,488 9,633 7,585 Trading securities and other 595 938 2,298 2,121 ______ _______ _______ _______ Total interest income $82,306 $ 77,192 $238,514 $206,544 ______ _______ _______ _______ INTEREST EXPENSE Deposits $26,840 $ 27,019 $ 78,377 $ 72,833 Federal funds and repurchase agreements 7,339 4,433 17,671 12,342 Short-term debt 8 10 23 23 Long-term debt 1,010 1,142 3,048 3,253 ______ _______ _______ _______ Total interest expense $35,197 $ 32,604 $ 99,119 $ 88,451 ______ _______ _______ _______ Net interest income $47,109 $ 44,588 $139,395 $118,093 Provision for loan losses 861 901 1,759 2,484 ______ _______ _______ _______ Net interest income after provision $46,248 $ 43,687 $137,636 $115,609 ______ _______ _______ _______ NONINTEREST INCOME Trust income $ 8,403 $ 8,441 $ 25,942 $ 23,479 Securities processing 3,707 3,155 9,496 10,101 Trading and investment banking 2,190 3,036 7,593 10,420 Service charges on deposits 8,107 7,999 24,486 21,754 Other service charges and fees 4,625 4,377 13,528 11,585 Bankcard fees 7,145 5,947 19,399 15,700 Net investment security gains 225 399 3,540 675 Other 1,137 1,007 3,200 2,487 ______ _______ _______ _______ Total noninterest income $35,539 $ 34,361 $107,184 $ 96,201 ______ _______ _______ _______ NONINTEREST EXPENSE ___________________ Salaries and employee benefits $29,964 $ 28,694 $ 89,822 $ 77,612 Occupancy, net 3,867 4,308 11,392 10,991 Equipment 5,403 5,230 15,492 13,655 Supplies and services 4,875 4,352 14,511 12,253 Bankcard processing 5,840 4,987 16,340 13,191 Marketing and business development 3,797 3,735 11,380 10,280 FDIC and regulatory fees 3,091 2,980 9,137 7,993 Other 8,052 8,736 23,549 21,139 ______ _______ _______ _______ Total noninterest expense $64,889 $ 63,022 $191,623 $167,114 ______ _______ _______ _______ Income before income taxes $16,898 $ 15,026 $ 53,197 $ 44,696 Income tax provision 5,647 5,166 17,491 14,810 ______ _______ _______ _______ NET INCOME $11,251 $ 9,860 $ 35,706 $ 29,886 ====== ======= ======= ======= PER SHARE DATA ______________ Net income $0.59 $0.51 $1.85 $1.76 Dividends $0.20 $0.18 $0.56 $0.54 <FN> Weighted average shares outstanding 19,179,958 19,461,713 19,261,569 17,004,309 See Notes to Consolidated Financial Statements. UMB FINANCIAL CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited in thousands) Nine Months Ended September 30, ____________________________ 1994 1993 ____ ____ Operating Activities Net Income $ 35,706 $ 29,886 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 1,759 2,484 Depreciation and amortization 16,395 13,005 Deferred income taxes and investment tax credits (1,419) 6,319 Net (increase) decrease in trading securities 19,621 (37,102) Investment security gains (3,600) (683) Investment security losses 60 8 Amortization of securities premium, net of discount accretion 33,706 23,782 Increase in interest receivable (807) (4,018) Decrease in interest payable (2,201) (1,760) Other, net (27,950) (628) _________ _________ Net cash provided by operating activities $ 71,270 $ 31,293 _________ _________ Investing Activities ___________________ Proceeds from maturities of investment securities $ 96,941 $ 99,014 Proceeds from sales of investment securities 287 - Proceeds from sales of securities available for sale 142,431 41,986 Proceeds from maturities of securities available for sale 679,661 437,400 Purchases of investment securities (121,852) (132,254) Purchases of securities available for sale (604,375) (527,675) Net (increase) decrease in loans (36,258) 80,865 Net decrease in federal funds and resell agreements 59,621 89,533 Purchases of bank premises and equipment (12,025) (9,989) Proceeds from sales of bank premises and equipment 133 808 Purchases of financial organizations, net of cash received - 58,217 _________ _________ Net cash provided by investing activities $ 204,564 $ 137,905 _________ _________ Financing Activities ____________________ Net increase (decrease) in demand and savings deposits $ (105,574) $ 88,346 Net decrease in time deposits (176,615) (147,657) Net decrease in federal funds and repurchase agreements (144,223) (168,957) Net increase (decrease) in short term borrowings 470 (129) Proceeds from issuance of long-term debt - 25,000 Repayment of long-term debt (1,622) (1,546) Cash dividends (10,865) (9,528) Proceeds from exercise of stock options 226 338 Purchases of treasury stock (11,295) (2,607) _________ _________ Net cash used by financing activities $ (449,498) $ (216,740) _________ _________ Decrease in cash and due from banks $ (173,664) $ (47,542) Cash and due from banks at beginning of year 666,368 612,829 _________ _________ Cash and due from banks at end of period $ 492,704 $ 565,287 ========= ========= <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 - - 29,886 - - Cash dividends - - (9,528) - - Issuance of common stock for acquisitions 51,764 105,604 - - - Purchase of treasury stock - - - - (10,085) Exercise of stock options - (270) - - 608 _______ _______ _______ ________ ________ Balance - September 30, 1993 $236,579 $168,380 $200,860 - $(38,161) ======= ======= ======= ======== ======== Balance - December 31, 1993 $236,579 $167,368 $208,557 $14,333 $(40,194) Net income - - 35,706 - - Cash dividends - - (10,865) - 10% stock dividend 1,751 57,792 (59,543) - - Adjust par value (217,652) 217,652 - - - Purchase of treasury stock - - - - (11,295) Exercise of stock options - (172) - - 398 Net unrealized loss on securities available for sale - - - (35,351) - _______ _______ _______ _________ ________ Balance - September 30, 1994 $ 20,678 $442,640 $173,855 $(21,018) $(51,091) ======= ======= ======= ========= ======== <FN> See Notes to Consolidated Financial Statements. UMB FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 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 have 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 nine months ended September 30, 1994 and 1993 (in thousands): Nine Months Ended September 30, 1994 1993 Balance January 1 $35,590 $24,456 Additions: Provision for loan losses 1,759 2,484 Allowance of purchased banks - 12,076 ______ ______ $37,349 $39,016 Deductions: Charge-offs $(6,466) $(4,457) Less recoveries on loans previously charged-off 2,064 1,961 ______ ______ Net charge-offs $(4,402) $(2,496) ______ ______ Balance, September 30 $32,947 $36,520 ====== ====== UMB FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 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 Bancshares, 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 NINE MONTHS ENDED SEPTEMBER 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. Nine Months Ended (dollars in thousands except per share data) September 30,1993 ______________ Net interest income $132,665 Noninterest income 101,077 Net income 31,388 Net income per share 1.62 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) Nine Months Ended September 30, _____________________________ 1994 1993 ____ ____ Average Average Average Average Balance Yield/Rate Balance Yield/Rate _______ __________ _________________ ASSETS Loans, net of unearned interest $2,133,696 7.89% $1,700,274 8.18% Securities: Taxable $2,621,289 4.70 $2,404,646 4.73 Tax-exempt 285,824 6.37 253,577 6.66 _________ _________ Total securities $2,907,113 4.87 $2,658,223 4.92 Federal funds and resell agreements 360,353 3.57 327,761 3.09 Other earning assets 58,781 5.39 55,813 5.33 _________ _________ Total earning assets $5,459,943 5.97 $4,742,071 5.96 Allowance for loan losses (34,616) (30,448) Other assets 1,014,526 875,735 _________ _________ Total assets $6,439,853 $5,587,358 ========= ========= LIABILITIES & SHAREHOLDERS' EQUITY Interest-bearing deposits $3,608,489 2.90% $3,184,599 3.06% Federal funds and repurchase agreements 674,287 3.50 597,443 2.76 Borrowed funds 53,125 7.73 54,400 8.05 _________ _________ Total interest-bearing liabilities $4,335,901 3.06 $3,836,442 3.08 Noninterest-bearing demand deposits 1,465,524 1,203,310 Other liabilities 62,976 67,200 Shareholders' equity 575,452 480,406 _________ _________ Total liabilities and shareholders' equity $6,439,853 $5,587,358 ========= ========= Net interest spread 2.91% 2.88% Net interest margin 3.54 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 Nine Months Ended September 30, 1994 vs. 1993 September 30, 1994 vs. 1993 ________________________ ________________________ Volume Rate Total Volume Rate Total ______ ____ _____ ______ ____ _____ Change in interest earned on: Loans $ 4,286 $ 565 $ 4,851 $ 25,699 $(3,710) $ 21,989 Securities: Taxable (1,976) 1,432 (544) 7,622 (541) 7,081 Tax-exempt 69 (11) 58 1,554 (585) 969 Federal funds sold 263 634 897 800 1,248 2,048 Other (487) 132 (355) 120 28 148 ______ ________ _______ ________ _______ ______ Interest income $ 2,155 $ 2,752 $ 4,907 $ 35,795 $(3,560) $ 32,235 ______ ________ _______ ________ _______ ______ Change in interest paid on: Interest-bearing deposits $(1,202)$ 1,023 $ (179) $ 9,341 $(3,797) 5,544 Federal funds purchased 576 2,330 2,906 1,725 3,604 5,329 Borrowed funds (107) (27) (134) (76) (129) (205) _____ ________ _______ ________ ________ ________ Interest expense $ (733)$ 3,326 $ 2,593 $ 10,990 $ (322) $ 10,668 ______ ________ _______ ________ ________ ________ Net interest income $ 2,888 $ (574) $ 2,314 $ 24,805 $(3,238) $ 21,567 ====== ======== ======= ======= ======== ======== ANALYSIS OF NET INTEREST MARGIN Three Months Ended Nine Months Ended September 30, September 30, ____________________________ _____________________________ 1994 1993 Change 1994 1993 Change Average earning assets $5,378,541 $5,333,057 $ 45,484 $5,459,943$4,742,071 $ 717,872 Interest-bearing liabilities 4,292,933 4,382,980 (90,047) 4,335,901 3,836,442 499,459 _________ _________ _________ _________ _________ _________ Interest free funds $1,085,608 $ 950,077 $ 135,531 $1,124,042 $ 905,629 218,413 ========= ========= ========= ========= ========= ========= Free funds ratio (free funds to earning assets) 20.18% 17.81% 2.37 % 20.59% 19.10% 1.49 % Tax-equivalent yield on earning assets 6.20% 5.89% 0.31 % 5.97% 5.96% 0.01 % Cost of interest- bearing liabilities 3.25 2.95 0.30 3.06 3.08 (0.02)% _____ _____ ______ ______ ______ ______ Net interest spread 2.95% 2.94% 0.01 % 2.91% 2.88% 0.03 % Benefit of interest free funds 0.66 0.53 0.13 0.63 0.59 0.04 _____ _____ _____ ______ ______ ______ Net interest margin 3.61% 3.47% 0.14 % 3.54% 3.47% 0.07 % ===== ===== ===== ====== ====== ====== UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 SUMMARY _______ UMB Financial Corporation, (UMB or the Company) earned $11,251,000 for the three month period ended September 30, 1994, compared to $9,860,000 for the same period of 1993. This represents 1994 quarterly per share income of $0.59 compared to $0.51 for 1993. On a year to date basis net income for 1994 totaled $35,706,000 or $1.85 per share, compared to $29,886,000 or $1.76 per share, for the nine months ended September 30, 1993. The Company's acquisition of banks in the State of Kansas (the Kansas Banks), completed during the second quarter of 1993, effects the comparability of operating results from year to year. The Kansas Banks' contribution to 1994 consolidated income for the third quarter and on a year to date basis was $1,531,000 and $5,121,000, respectively, compared to a 1993 quarterly and year to date contribution of $570,000 and $1,108,000, respectively. Besides the increased contribution from the Kansas Banks the Company also benefitted from an increase in net interest income and non interest income. These increases were partially offset by higher operating costs, primarily related to salary and benefit expense. RESULTS OF OPERATIONS _____________________ For the three months ended September 30, 1994, net interest income totaled $47,109,000 compared to $44,588,000 for the third quarter of 1993. This increase is primarily due to an increase in loans. During the three month period ended September 30, 1994, loans averaged $2.179 billion which represents a 11% increase over average loans for the third quarter of 1993. Interest rate changes had little impact on the Company during the third quarter as net interest margin was virtually unchanged from the second quarter. The increase in lending activity was a continuation of a trend for the year resulting from increased marketing efforts. On a year to date basis net interest income increased by $21,302,000, or 18% for the nine months ended September 30, 1994, compared to the same period of a year ago. This increase was the result of increased lending activity and the addition of the Kansas Banks to the consolidated results of operations. Approximately 65% of the year to date increase in net interest income was attributable to the Kansas Banks, which have been included in 1993 results of operations only since the date of their respective acquisitions. For the nine month period ended September 30, 1994, the Company's net interest margin increased by 7 basis points compared to the same period in 1993. The improvement in the net interest margin, was primarily the result of increased lending activity. The cost of the Company's interest bearing liabilities increased by 21 basis points during the third quarter of 1994 compared to the second quarter of the same year. On a year to date basis the Company's cost of funds was virtually unchanged. The Company expects that its costs of funds will increase on an incremental basis as a result of higher rates paid on deposit accounts. This increase is not expected to have a significant effect on the Company due to its asset mix and the short life of the investment portfolio. The provision for loan losses for the three months ended September 30, 1994, was $861,000 compared to $901,000 for the same period in 1993. On a year to date basis the 1994 loan loss provision was $1,759,000 compared to $2,484,000 for the same period a year earlier. The decrease in the loan loss provision is consistent with the decrease in non performing loans and loans over 90 days past due. At September 30, 1994, the above described loans totaled $10,814,000 which represents a 28% decrease from the level a year ago. The Company's reserve for loan loss was $32,947,000 at September 30, 1994, more than three times the level of problem loans. Net charge offs during the third quarter of 1994 totaled $891,000 which approximates net charge offs during the third quarter of 1993. Noninterest income for the three months ended September 30, 1994, totaled $35,539,000 compared to $34,361,000 for the third quarter of 1993. Increases in bankcard fees due to higher merchant volumes and income from securities processing were partially offset by a decrease in fees related to security UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 sales. The decrease in fees related to security sales is a continuation of a trend noted throughout the year resulting from a sharp drop in sales volume. On a year to date basis approximately one half of the $10,983,000 increase in noninterest income resulted from the inclusion of the Kansas Banks in consolidated results of operations for all of 1994. The remaining increase was the result of increased service charge income, trust income, bankcard fees, and increased gains from the sale of securities available for sale. These increases were partially offset by decreases in fees from bond sales and income from securities processing. Non interest expense totaled $64,889,000 for the third quarter of 1994 compared to $63,022,000 for the same period of 1993. Higher costs related to staffing and bankcard processing were partially offset by a decrease in occupancy expense. On a year to date basis noninterest for 1994 was $191,623,000, a $24,509,000 increase over the same period in 1993. Over 50% of this increase resulted from the inclusion of the Kansas Banks in the results of operations for all of 1994. The remaining increase resulted from higher staffing costs and increased bankcard processing fees and supplies expense. FINANCIAL CONDITION ___________________ Total assets at September 30, 1994, were $6.041 billion compared to $6.529 billion and $6.126 billion at December 31, 1993, and September 30, 1993, respectively. Earning assets at September 30, 1994, were virtually unchanged from the level at September 30, 1993, and down $325 million from December 31, 1993. The decrease in earning assets from year end 1993 is the result of a shrinkage of the investment security portfolio to fund an outflow of deposits, primarily at the Kansas Banks. The Company has experienced some deposit shrinkage at its Kansas Banks during the last twelve months. The deposits of the Kansas Banks decreased by approximately $120 million during the twelve month period ended September 30, 1994. Since the acquisition of twelve banks in Kansas during the second quarter of 1993, these Banks have experienced a change in ownership, a restructuring of deposit products and pricing and a merger which reduced the number of acquired banks from twelve to two. As a result of these changes some deposit run off was expected. Any additional decreases in deposit totals for the Kansas Banks will not have a significant adverse effect on the Company. At September 30, 1994, loans totaled $2.192 billion, which is a 13% increase from twelve months earlier. Loan totals are expected to continue increasing as a result of ongoing marketing efforts. The allowance for loan losses at September 30, 1994, was $32,947,000 or 1.50% of total loans, compared to a reserve total of $35,590,000, 1.65% of total loans, at year end 1993. Management believes the reserve is adequate to absorb potential loan losses in the loan portfolio. The decrease in the loan reserve was primarily the result of charging off one identified problem loan during the second quarter of 1994. Some recovery is expected on this write off. Investment securities and securities available for sale totaled $2.699 billion at September 30, 1994, compared to $2.979 billion at December 31, 1993. This decrease primarily resulted from not reinvesting all security maturities due to increased loan volume and a decrease in deposits at the Kansas Banks. Also contributing to the decrease in securities was a change in the mark to market adjustment of securities available for sale of $57 million during the nine months ended September 30, 1994. UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 LIQUIDITY AND CAPITAL RESOURCES _______________________________ The Company's liquidity position continues to be strong. At September 30, 1994, the Company's loan to deposit ratio was 44.9%. The Company is not heavily dependent upon large liabilities as a funding source. At September 30, 1994, the average life of the securities portfolio was 18 months and 37% of the portfolio matures during the next twelve months. At September 30, 1994, shareholders' equity totaled $565,064,000 compared to $586,643,000 and $567,658,000 at December 31, 1993, and September 30, 1993, respectively. During the nine months ended September 30, 1994, the Company's equity was reduced by $35 million due to the change in the unrealized loss on securities available for sale. In addition the Company purchased treasury stock of approximately $11 million. From time to time the Company will continue to consider treasury stock purchases depending on price and availability. Due to the type of securities held by the Company and the relatively short average life, future changes in market valuations should not have a significant adverse effect on capital. The Company's capital ratio's are included in the table below and far exceed regulatory requirements. Nine Months Ended September 30, _____________________ 1994 1993 ____ ____ RATIOS ______ Return on average assets 0.74% 0.72% Return on average equity 8.30 8.32 Average equity to assets 8.94 8.60 Tier 1 risk-based capital ratio 17.92 19.01 Total risk-based capital ratio 19.25 20.69 Leverage ratio 8.49 7.96 PER SHARE DATA ______________ Earnings $ 1.85 $ 1.76 Cash dividends 0.56 0.54 Dividend payout ratio 30.27% 30.68% Book value $29.65 $29.19 UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 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: November 14, 1994