UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
Commission file number 0-13393
AMCORE FINANCIAL, INC.
NEVADA 36-3183870
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
501 Seventh Street, Rockford, Illinois 61104
Telephone number (815) 968-2241
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
--- ---
The number of shares outstanding of the registrant's common stock, par
value $.22 per share, at October 31, 1999 was 28,264,943 shares.
Index of Exhibits on Page 27
AMCORE FINANCIAL, INC.
Form 10-Q Table of Contents
PART I Page Number
- ------ -----------
Item 1 Financial Statements
Consolidated Balance Sheets as of September 30, 1999 and
December 31, 1998 1
Consolidated Statements of Income for the Three and Nine
Months Ended September 30, 1999 and 1998 2
Consolidated Statements of Stockholders' Equity as of
September 30, 1999 and 1998 3
Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 1999 and 1998 4
Notes to Consolidated Financial Statements 5
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
PART II
- -------
Item 4 Submission of Matters to a Vote of Security Holders 27
Item 6 Exhibits and Reports on Form 10-Q 27
Signatures 28
AMCORE Financial, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, December 31,
(in thousands, except share data) 1999 1998
=================================================================================================================================
Assets Cash and cash equivalents....................................................... $117,873 $144,199
Interest earning deposits in banks.............................................. 25,575 13,397
Federal funds sold and other short-term investments............................. 13,350 9,427
Loans held for sale............................................................. 18,305 46,836
Securities available for sale................................................... 1,298,110 1,327,532
Securities held to maturity (fair value of $ 14,480 in 1999; $ 16,371 in 1998).. 14,554 16,142
---------------------------
Total securities ........................................................... $1,312,664 $1,343,674
Loans and leases, net of unearned income........................................ 2,683,526 2,451,518
Allowance for loan and lease losses............................................. (28,435) (26,403)
---------------------------
Net loans and leases........................................................ $2,655,091 $2,425,115
Premises and equipment, net .................................................... 56,587 58,763
Intangible assets, net.......................................................... 17,600 19,028
Foreclosed real estate.......................................................... 2,063 2,321
Other assets.................................................................... 94,975 85,073
---------------------------
TOTAL ASSETS................................................................ $4,314,083 $4,147,833
===========================
Liabilities LIABILITIES
And Deposits:
Stockholders' Demand deposits............................................................... $1,158,469 $1,169,835
Equity Savings deposits.............................................................. 153,250 182,330
Other time deposits........................................................... 1,681,180 1,595,559
---------------------------
Total deposits............................................................. $2,992,899 $2,947,724
Short-term borrowings........................................................... 652,156 498,211
Long-term borrowings ........................................................... 310,786 330,361
Other liabilities............................................................... 52,584 55,454
---------------------------
TOTAL LIABILITIES.......................................................... $4,008,425 $3,831,750
---------------------------
STOCKHOLDERS' EQUITY
Preferred stock, $1 par value: authorized 10,000,000 shares; none issued....... $ - $ -
Common stock, $.22 par value: authorized 45,000,000 shares;
September 30, December 31,
1999 1998
---- ----
Issued 29,619,890 29,593,495
Outstanding 28,318,199 28,837,698 6,578 6,572
Additional paid-in capital...................................................... 74,329 75,260
Retained earnings .............................................................. 264,003 247,486
Deferred compensation for non-employee directors................................ (1,672) (1,706)
Treasury stock ................................................................. (20,742) (8,263)
Accumulated other comprehensive loss............................................ (16,838) (3,266)
----------------------------
TOTAL STOCKHOLDERS' EQUITY................................................. $305,658 $316,083
----------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY................................. $4,314,083 $4,147,833
============================
See accompanying notes to consolidated financial statements.
AMCORE Financial, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
(in thousands, except per share data) 1999 1998 1999 1998
===================================================================================================================================
Interest Interest and fees on loans and leases..................................... $54,294 $50,163 $158,668 $141,746
Income Interest on securities:
Taxable................................................................. 16,398 19,410 48,661 60,221
Tax-exempt.............................................................. 4,264 4,417 12,899 13,183
------------------- -------------------
Total Income from Securities......................................... $20,662 $23,827 $61,560 $73,404
------------------- -------------------
Interest on federal funds sold and other short-term investments........... $87 $176 $179 $308
Interest and fees on loans held for sale.................................. 404 695 1,524 2,093
Interest on deposits in banks............................................. 223 118 533 263
------------------- -------------------
Total Interest Income................................................ $75,670 $74,979 $222,464 $217,814
------------------- -------------------
Interest Interest on deposits...................................................... $29,526 $30,354 $86,597 $86,839
Expense Interest on short-term borrowings......................................... 8,192 8,567 24,001 27,526
Interest on long-term borrowings.......................................... 4,514 4,672 13,983 11,892
------------------- -------------------
Total Interest Expense............................................... $42,232 $43,593 $124,581 $126,257
------------------- -------------------
Net Interest Income.................................................. $33,438 $31,386 $97,883 $91,557
Provision for loan and lease losses....................................... 2,613 2,226 6,990 6,013
------------------- -------------------
Net Interest Income After Provision for Loan and Lease Losses........ $30,825 $29,160 $90,893 $85,544
------------------- -------------------
Trust and asset management income......................................... $7,497 $6,280 $21,793 $17,534
Non-Interest Service charges on deposits............................................... 2,606 2,447 7,232 6,496
Income Mortgage revenues......................................................... 1,791 2,553 5,886 7,628
Other..................................................................... 3,172 2,729 8,419 8,105
------------------- -------------------
Non-Interest Income, Excluding Net Realized Security Gains (Losses).. $15,066 $14,009 $43,330 $39,763
Net realized security gains (losses)...................................... (341) 577 231 1,660
------------------- -------------------
Total Non-Interest Income............................................ $14,725 $14,586 $43,561 41,423
Compensation expense...................................................... $13,501 $13,236 $42,526 $38,639
Operating Employee benefits......................................................... 3,012 3,086 10,210 9,888
Expenses Net occupancy expense..................................................... 1,688 1,736 5,039 5,093
Equipment expense......................................................... 2,299 2,019 6,867 6,143
Data processing expense................................................... 1,536 814 5,950 3,030
Professional fees......................................................... 1,162 1,243 4,600 4,662
Advertising and business development...................................... 975 849 2,738 2,643
Amortization of intangible assets......................................... 498 649 1,493 1,920
Other..................................................................... 5,141 5,365 16,235 16,817
------------------- -------------------
Total Operating Expenses............................................. $29,812 $28,997 $95,658 $88,835
------------------- -------------------
Income Before Income Taxes................................................ $15,738 $14,749 $38,796 $38,132
Income taxes.............................................................. 4,501 3,871 10,397 9,919
=================== ===================
NET INCOME........................................................... $11,237 $10,878 $28,399 $28,213
=================== ===================
BASIC EARNINGS PER COMMON SHARE........................................... $ 0.40 $ 0.37 $1.00 $0.99
DILUTED EARNINGS PER COMMON SHARE......................................... 0.39 0.37 0.99 0.98
DIVIDENDS PER COMMON SHARE................................................ 0.14 0.14 0.42 0.40
AVERAGE COMMON SHARES OUTSTANDING......................................... 28,306 29,028 28,344 28,398
AVERAGE DILUTED SHARES OUTSTANDING........................................ 28,731 29,560 28,785 28,930
See accompanying notes to consolidated financial statements.
AMCORE Financial, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Deferred Accumulated
Additional Compensation Other Total
Common Paid-in Retained Non-Employee Treasury Comprehensive Stockholders'
(in thousands, except share data) Stock Capital Earnings Directors Stock Income (Loss) Equity
-----------------------------------------------------------------------------------
Balance at December 31, 1997................... $ 6,152 $ 73,262 $ 206,235 $ (1,478) $ (5,069) $ 8,374 $ 287,476
-----------------------------------------------------------------------------------
Comprehensive Income:
Net Income................................... - - 28,213 - - - 28,213
Unrealized holding losses on securities
available for sale arising during
the period............................... - - - - - 46 46
Less reclassification adjustment for
realized gains included in net income.... - - - - - (996) (996)
---------------------------------------------------------------------------------
Net unrealized gains (losses) on securities
available for sale....................... - - - - - (950) (950)
---------------------------------------------------------------------------------
Comprehensive Income........................... - - 28,213 - - (950) 27,263
---------------------------------------------------------------------------------
Cash dividends on common stock-$.40 per share - - (11,380) - - - (11,380)
Issuance of common shares for Midwest Federal
Financial Corp......................... 420 2,314 17,074 - - 178 19,986
Reissuance of treasury shares for Investors
Management Group........................ - 680 - - 6,242 - 6,922
Purchase of shares for the treasury.......... - - - - (8,678) - (8,678)
Reissuance of treasury shares for Non-Employee
Directors stock plan....................... - 283 - (586) 303 - -
Deferred compensation expense................ - - - 389 - - 389
Reissuance of treasury shares for employee
benefit incentive plans ................. - 438 - - 3,560 - 3,998
---------------------------------------------------------------------------------
Balance at September 30, 1998.................. $ 6,572 $ 76,977 $ 240,142 $ (1,675) $ (3,642) $ 7,602 $ 325,976
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Balance at December 31, 1998................... $ 6,572 $ 75,260 $ 247,486 $ (1,706) $ (8,263) $(3,266) $ 316,083
---------------------------------------------------------------------------------
Comprehensive Income:
Net Income................................... - - 28,399 - - - 28,399
Unrealized holding losses on securities
available for sale arising during
the period............................... - - - - - (13,433) (13,433)
Less reclassification adjustment for
realized gains included in net income.... - - - - - (139) (139)
---------------------------------------------------------------------------------
Net unrealized gains (losses) on securities
available for sale....................... - - - - - (13,572) (13,572)
---------------------------------------------------------------------------------
Comprehensive Income........................... - - 28,399 - - (13,572) 14,827
---------------------------------------------------------------------------------
Cash dividends on common stock-$.42 per share - - (11,882) - - - (11,882)
Purchase of shares for the treasury.......... - - - - (18,188) - (18,188)
Issuance of common shares for employee
stock plan............................... 6 460 - - - - 466
Reissuance of treasury shares for
Non-Employee Directors stock plan.......... - (9) - (346) 355 - -
Deferred compensation expense................ - - - 380 - - 380
Reissuance of treasury shares for employee
benefit incentive plans ................. - (1,382) - - 5,354 - 3,972
---------------------------------------------------------------------------------
Balance at September 30, 1999.................. $ 6,578 $ 74,329 $ 264,003 $ (1,672) $ (20,742) $ (16,838) $ 305,658
---------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
AMCORE Financial, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
(in thousands) 1999 1998
===============================================================================================================
Cash Flows Net income...................................................... $ 28,399 $ 28,213
From Adjustments to reconcile net income to net
Operating cash provided by operating activities:
Activities Depreciation and amortization of premises and equipment.... 5,356 5,118
Amortization and accretion of securities, net.............. 7,697 6,892
Provision for loan and lease losses........................ 6,990 6,013
Amortization of intangible assets.......................... 1,493 1,920
Net gain on sale of securities available for sale.......... (231) (1,660)
Deferred income taxes...................................... 4,367 (224)
Originations of loans held for sale........................ (224,856) (318,416)
Proceeds from sales of loans held for sale................. 253,387 314,880
Other, net................................................. (7,418) 6,151
-----------------------------
Net cash provided by operating activities............... $ 75,184 $ 48,887
-----------------------------
Cash Flows Proceeds from maturities of securities available for sale....... $ 272,900 $ 340,163
From Proceeds from maturities of securities held to maturity......... 2,037 1,275
Investing Proceeds from sales of securities available for sale............ 121,471 277,177
Activities Purchase of securities held to maturity......................... (450) (3,893)
Purchase of securities available for sale....................... (375,511) (546,923)
Net increase in federal funds sold
and other short-term investments............................. (3,923) (2,274)
Net increase in interest earning deposits in banks.............. (12,178) (10,638)
Proceeds from the sale of credit card receivables............... - 5,756
Proceeds from the sale of loans and leases...................... 22,756 4,908
Loans and leases made to customers
and principal collection of loans and leases, net............ (280,733) (212,859)
Premises and equipment expenditures, net........................ (3,254) (4,307)
Investment in company owned life insurance...................... (127) (10,630)
Proceeds from the sale of other real estate..................... 2,125 2,294
Net cash and cash equivalents acquired through acquisitions..... - 5,763
-----------------------------
Net cash used for investing activities.................. $ (254,887) $ (154,188)
-----------------------------
Cash Flows Net (decrease) increase in demand deposits and savings accounts. ($40,446) $ 59,252
From Net increase in time deposits................................... 85,621 51,226
Financing Net increase (decrease) in short-term borrowings................ 120,295 (110,723)
Activities Proceeds from long-term borrowings.............................. 16,500 134,800
Payment of long-term borrowings................................. (2,495) (494)
Dividends paid.................................................. (11,882) (11,380)
Issuance of treasury stock for employee benefit incentive plans. 3,972 3,817
Purchase of treasury stock...................................... (18,188) (8,678)
------------------------------
Net cash provided by financing activities............... $ 153,377 $ 117,820
------------------------------
Net change in cash and cash equivalents......................... $ (26,326) $ 12,519
Cash and cash equivalents:
Beginning of year............................................. 144,199 105,218
------------------------------
End of period................................................. $ 117,873 $ 117,737
==============================
Supplemental Cash payments for:
Disclosures of Interest paid to depositors................................... $ 86,965 $ 85,884
Cash Flow Interest paid on borrowings................................... 37,960 39,866
Information Income taxes paid............................................. 6,505 8,517
Non-Cash Other real estate acquired in settlement of loans............... 1,957 2,291
Activities Transfer of long-term borrowings to short-term borrowings....... 33,650 2,900
Common stock issued for Midwest Federal Financial Corp.......... - 19,986
Common stock issued for Investors Management Group, Ltd......... - 6,922
Non-cash transfer of loans to securities........................ 19,174 -
See accompanying notes to consolidated financial statements.
ITEM 1 - FINANCIAL STATEMENTS (continued)
AMCORE FINANCIAL, INC.
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial reporting and with instructions for Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, these financial statements do not include all the
information and footnotes required by generally accepted accounting principles.
These financial statements include, however, all adjustments (consisting of
normal recurring accruals), which in the opinion of management, are considered
necessary for the fair presentation of the financial position and results of
operations for the periods shown.
On March 27, 1998, Midwest Federal Financial Corp. (Midwest) merged into the
company. This transaction was accounted for as a pooling of interests, however,
the size of the transaction was not material to the Company's consolidated
financial statements. Therefore, results previous to the date of acquisition
were not restated. On February 17, 1998, Investors Management Group, LTD (IMG)
was acquired by the Company. This transaction was accounted for as a purchase.
The results of IMG's operations have been included in the Company's operating
results since February 17, 1998.
Operating results for the three and nine month periods ended September 30, 1999
are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 1999. For further information, refer to the
consolidated financial statements and footnotes thereto included in the Form
10-K Annual Report of AMCORE Financial, Inc. and Subsidiaries (the "Company")
for the year ended December 31, 1998.
NOTE 2 - EARNINGS PER SHARE
Basic earnings per share is based on dividing net income by the weighted average
number of shares of common stock outstanding. The weighted average common shares
outstanding were 28,306,000 and 29,028,000 for the three months ended September
30, 1999 and 1998, respectively, and 28,344,000 and 28,398,000 for the nine
months ended September 30, 1999 and 1998, respectively. Diluted earnings per
share reflects the potential dilution using the treasury stock method that could
occur if stock options granted pursuant to incentive stock plans were exercised
or converted into common stock, and any shares contingently issuable, that then
shared in the earnings of the Company. The weighted average diluted shares
outstanding were 28,731,000 and 29,560,000 for the three months ended September
30, 1999 and 1998, respectively, and 28,785,000 and 28,930,000 for the nine
months ended September 30, 1999 and 1998, respectively.
NOTE 3 - SECURITIES
A summary of securities at September 30, 1999 and December 31, 1998 were as
follows:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------------------------------------------------------------
(in thousands)
At September 30, 1999
Securities Available for Sale:
U.S. Treasury $ 62,796 $ 319 $ (165) $ 62,950
U.S. Government agencies 32,495 13 (114) 32,394
Agency mortgage-backed securities 783,362 1,685 (22,104) 762,943
State and political subdivisions 308,699 2,498 (7,881) 303,316
Corporate obligations and other 138,525 193 (2,211) 136,507
----------------------------------------------------------------
Total Securities Available for Sale $ 1,325,877 $ 4,708 $ (32,475) $ 1,298,110
----------------------------------------------------------------
Securities Held to Maturity:
U.S. Treasury $ 1,050 $ 1 $ - $ 1,051
U.S. Government agencies 27 - - 27
State and political subdivisions 13,476 91 (166) 13,401
Corporate obligations and other 1 - - 1
----------------------------------------------------------------
Total Securities Held to Maturity $ 14,554 $ 92 $ (166) $ 14,480
----------------------------------------------------------------
Total Securities $ 1,340,431 $ 4,800 $ (32,641) $ 1,312,590
================================================================
At December 31, 1998
Securities Available for Sale:
U.S. Treasury $ 66,431 $ 1,047 $ (19) $ 67,459
U.S. Government agencies 82,814 701 (2) 83,513
Agency mortgage-backed securities 727,506 4,645 (22,308) 709,843
State and political subdivisions 312,116 11,489 (374) 323,231
Corporate obligations and other 144,106 586 (1,206) 143,486
----------------------------------------------------------------
Total Securities Available for Sale $ 1,332,973 $18,468 $ (23,909) $ 1,327,532
----------------------------------------------------------------
Securities Held to Maturity:
U.S. Treasury $ 1,053 $ 15 $ - $ 1,068
U.S. Government agencies 27 - - 27
State and political subdivisions 15,061 261 (47) 15,275
Corporate obligations and other 1 - - 1
----------------------------------------------------------------
Total Securities Held to Maturity $ 16,142 $ 276 $ (47) $ 16,371
----------------------------------------------------------------
Total Securities $ 1,349,115 $ 18,744 $ (23,956) $ 1,343,903
================================================================
Realized gross gains resulting from the sale of securities available for sale
were $87,000 and $636,000 for the three months ended September 30, 1999 and
1998, respectively, and $922,000 and $1,832,000 for the nine months ended
September 30, 1999 and 1998, respectively. Realized gross losses were $428,000
and $59,000 for the three months ended September 30, 1999 and 1998,
respectively, and $691,000 and $172,000 for the nine months ended September 30,
1999 and 1998, respectively.
NOTE 4 - LOANS AND LEASES
The composition of the loan and lease portfolio at September 30, 1999 and
December 31, 1998, was as follows:
September 30, December 31,
(in thousands) 1999 1998
----------------------------
Commercial, financial and agricultural......... $ 724,698 $ 659,946
Real estate-construction....................... 98,033 105,574
Real estate-commercial......................... 692,671 626,358
Real estate-residential........................ 692,251 672,720
Installment and consumer....................... 473,122 384,004
Direct lease financing......................... 2,888 3,127
----------------------------
Gross loans and leases.................... $2,683,663 $2,451,729
Unearned income........................... (137) (211)
----------------------------
Loans and leases, net of unearned income.. $2,683,526 $2,451,518
Allowance for loan and lease losses....... (28,435) (26,403)
----------------------------
NET LOANS AND LEASES...................... $2,655,091 $2,425,115
============================
NOTE 5 - BORROWINGS
Short-Term Borrowings
Short-term borrowings consisted of the following:
September 30, 1999 December 31, 1998
------------------ -----------------
Securities sold under agreements to repurchase. $461,368 $434,071
Federal Home Loan Bank borrowings.............. 79,229 32,629
Federal funds purchased........................ 107,600 29,200
U.S. Treasury tax and loan accounts............ 3,959 2,311
- -------------------------------------------------------------------------------------
Total Short-term Borrowings.................... $652,156 $498,211
=====================================================================================
Long-Term Borrowings
Several of the Company's subsidiary banks borrow from the Federal Home Loan Bank
(FHLB) to fund mortgage loans and mortgage-backed securities. Certain FHLB
borrowings have prepayment penalties and call features associated with them. The
current balance of the long-term FHLB borrowings is $269,557,000 with an average
maturity of 5.81 years, and a weighted average borrowing rate of 5.10%.
Other long-term borrowings include $40 million of capital securities issued
through AMCORE Capital Trust I, a statutory business trust. The securities
require semiannual cash distributions at an annual rate of 9.35% and are
redeemable at a declining premium from March 25, 2007 until March 25, 2017.
After March 25, 2017 redemption is at par until June 15, 2027 when the issue is
due. Also included in other long-term borrowings is a non-interest bearing note
requiring annual payments of $444,000 through 2002. The note was discounted at
an interest rate of 8.0%
Scheduled reductions of long-term borrowings are as follows at September 30,
1999:
(In thousands) Total
- -------------------------------------------------------
1999 ...................................... $ 45,573
2000 ...................................... 75,598
2001 ...................................... 1,998
2002 ...................................... 65,762
2003 ...................................... 2,070
Thereafter ................................ 199,014
- ------------------------------------------------------
Sub-Total............................ $ 390,015
Less current portion of FHLB borrowings ... (79,229)
- ------------------------------------------------------
Total Long-term Borrowings........... $ 310,786
======================================================
NOTE 6-SEGMENT INFORMATION
The Company's operations include three business segments: Banking, Trust and
Asset Management, and Mortgage Banking. The Banking segment provides commercial
and personal banking services through its 66 banking locations in northern
Illinois and south-central Wisconsin, and the Consumer Finance subsidiary. The
services provided by this segment include lending, deposits, cash management,
safe deposit box rental, automated teller machines, and other traditional
banking services. The Trust and Asset Management segment provides trust,
investment management and brokerage services. It also acts as an advisor and
provides fund administration to the Vintage Mutual Fund family and offers a
complete line of commercial and individual insurance products. These products
are distributed nationally (i.e. Vintage Equity Fund is available through
Charles Schwab), regionally to institutional investors and corporations, and
locally through AMCORE's 66 banking locations. The Mortgage Banking segment
originates residential mortgage loans for sale to the secondary market and
AMCORE's banking affiliates, as well as providing servicing of these mortgage
loans.
The Company's three reportable segments are strategic business units that are
separately managed as they offer different products and services. The Company
evaluates financial performance based on several factors, of which the primary
financial measure is segment profit before remittances to the banking
affiliates. The Company accounts for intersegment revenue, expenses and
transfers at current market prices.
BUSINESS SEGMENTS
Trust and Asset Mortgage Total
For the three months ended September 30, 1999 Banking Management Banking Segments
----------------------------------------------------
(in thousands)
Net interest income $ 33,287 $ 70 $ 514 $ 33,871
Provision for loan and lease losses 2,613 - - 2,613
Non-interest income 5,726 7,950 2,036 15,712
Operating expenses 22,496 5,182 2,064 29,742
Income taxes 3,626 1,234 196 5,056
----------------------------------------------------
Segment profit $ 10,278 $ 1,604 $ 290 $ 12,172
====================================================
For the three months ended September 30, 1998
Net interest income $ 31,440 $ 45 $ 643 $ 32,128
Provision for loan and lease losses 2,226 - - 2,226
Non-interest income 4,992 6,853 2,606 14,451
Operating expenses 21,814 4,799 2,902 29,515
Income taxes 3,085 910 140 4,135
----------------------------------------------------
Segment profit $ 9,307 $ 1,189 $ 207 $ 10,703
====================================================
Trust and Asset Mortgage Total
For the nine months ended September 30, 1999 Banking Management Banking Segments
----------------------------------------------------
(in thousands)
Net interest income $ 97,509 $ 178 $ 1,760 $ 99,447
Provision for loan and lease losses 6,990 - - 6,990
Non-interest income 16,267 23,428 6,796 46,491
Operating expenses 72,018 15,789 6,254 94,061
Income taxes 8,289 3,386 925 12,600
Segment profit $ 26,479 $ 4,431 $ 1,377 $ 32,287
After tax restructuring charges 3,767 - - 3,767
----------------------------------------------------
Segment profit before restructuring charges $ 30,246 $ 4,431 $ 1,377 $ 36,054
====================================================
Segment assets $ 4,416,841 $ 19,549 $ 27,570 $ 4,463,960
====================================================
For the nine months ended September 30, 1998
Net interest income $ 91,711 $ 79 $ 1,862 $ 93,652
Provision for loan and lease losses 6,013 - - 6,013
Non-interest income 16,586 19,232 7,729 43,547
Operating expenses 65,039 13,667 7,991 86,697
Income taxes 8,903 2,433 643 11,979
Segment profit $ 28,342 $ 3,211 $ 957 $ 32,510
After tax merger related charges 1,245 - - 1,245
----------------------------------------------------
Segment profit before merger related charges $ 29,587 $ 3,211 $ 957 $ 33,755
====================================================
Segment assets $ 4,085,527 $ 15,343 $ 42,488 $ 4,143,358
====================================================
Reconcilement of Segment Information to Financial Statements
For the three months ended Sept. 30, For the nine months ended Sept. 30,
Net interest income and non-interest income 1999 1998 1999 1998
- -------------------------------------------
Total for segments $ 49,583 $ 46,579 $ 145,938 $ 137,199
Unallocated revenues:
Holding company revenues 6,099 5,115 18,451 15,349
Other 17 (33) 42 131
Elimination of intersegment revenues (7,536) (5,689) (22,987) (19,699)
----------------------------- --------------------------------
Consolidated total revenues $ 48,163 $ 45,972 $ 141,444 $ 132,980
============================= ================================
Profit
- ------
Total for Segments $ 12,172 $ 10,703 $ 32,287 $ 32,510
Unallocated profit:
Holding company loss (966) (993) (3,529) (4,829)
Other (5) (73) (203) (117)
Elimination of intersegment gain/(loss) 36 1,241 (156) 649
----------------------------- --------------------------------
Consolidated net income $ 11,237 $ 10,878 $ 28,399 $ 28,213
============================= ================================
Assets
- ------
Total for segments $ 4,463,960 $ 4,143,358
Unallocated assets:
Holding company assets 52,052 51,659
Other 43,492 43,898
Elimination of intersegment assets (245,421) (200,239)
--------------------------------
Consolidated assets $ 4,314,083 $ 4,038,676
================================
AMCORE FINANCIAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis focuses on the significant factors which
affected AMCORE Financial, Inc. and subsidiaries ("AMCORE") Consolidated Balance
Sheet as of September 30, 1999 as compared to December 31, 1998 and the results
of operations for the three and nine months ended September 30, 1999 as compared
to the same periods in 1998. This discussion is intended to be read in
conjunction with the consolidated financial statements and notes thereto
appearing elsewhere in this report.
This review contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 with respect to the results
of operations and businesses of AMCORE. Contemplated or projected, forecasted or
estimated results in such forward-looking statements involve certain risks and
uncertainties including, among others, the following possibilities: (I)
heightened competition, including specifically the intensification of price
competition, the entry of new competitors and the formation of new products by
new and existing competitors; (II) adverse state and federal legislation and
regulation; (III) failure to obtain new customers and retain existing customers;
(IV) inability to carry out marketing and/or expansion plans; (V) loss of key
executives; (VI) changes in interest rates including the effect of prepayment;
(VII) general economic and business conditions which are less favorable than
expected; (VIII) unanticipated changes in industry trends; (IX) changes in
Federal Reserve Board monetary policies; (X) inability to realize cost savings
anticipated with the new organizational structure, mergers or data processing
outsourcing; (XI) higher than expected costs or other difficulties associated
with merger integration, data processing conversion or year 2000 compliance
solutions; and (XII) changes in the final organizational structure.
OVERVIEW OF OPERATIONS
AMCORE's net income for the three months ended September 30, 1999 was $11.2
million, an increase of 3.3% from the $10.9 million in the 1998 comparable
period. The earnings for the nine months ended September 30, 1999 were $28.4
million, an increase of $186,000 or 0.7% from the $28.2 million reported in
1998. Net income from operations, which excludes $3.8 million of after tax
restructuring-related charges (the "Restructuring Charge") in the second quarter
of 1999 and $3.3 million of after-tax merger-related charges (the "Merger
Charge") in the first quarter of 1998, was $32.2 million and $31.5 million for
the nine months ended September 30, 1999 and 1998, respectively. This represents
an increase of $646,000 or 2.0% in net income from operations, when comparing
the first nine months of 1999 and 1998.
Diluted earnings per share were $0.39 and $0.99 for the three and nine-month
periods, respectively, ended September 30, 1999. Diluted earnings per share
increased $0.02 or 5.4% when comparing the third quarter of 1999 and 1998.
Diluted earnings per share from
operations for the nine months ended September 30, 1999 and 1998 were $1.12 and
$1.09, respectively, an increase of 2.8%.
AMCORE's annualized return on average equity was 14.71% in the third quarter
of 1999 compared to 13.44% for the same period in 1998. The third quarter
return on average assets was 1.06% for both 1999 and 1998.
Net interest income and non-interest income, excluding net realized security
gains, for the third quarter of 1999 increased 6.5% and 7.5%, respectively, over
the same period a year ago. A variety of factors contributed to the increase in
net interest income. Average loans increased 15% leading to an increase in
average earning assets of 4%. In addition, net interest margin improved by 5
basis points to 3.58%, primarily the result of lower average rates on
interest-bearing liabilities. Non-interest income growth was mainly the result
of a 19.4% increase in trust and asset management revenues primarily driven by
favorable investment performance and strong sales.
The improvements in net interest income and non-interest income were offset by
increased provision for loan losses as a result of the loan growth, higher
external data processing expenses due to outsourcing of mainframe bank data
processing in the middle of the third quarter in 1998 and net security losses
versus net security gains, when comparing the third quarter of 1999 with the
third quarter of 1998.
On March 31, 1999, AMCORE acquired Wellmark Capital Value, Inc. ("WCV") of Des
Moines, Iowa for $50,000 in cash. An additional $174,000 may be paid over the
next two years, contingent upon the level of customer assets under management.
WCV provides complete recordkeeping and other administrative services to 401(k)
and other tax-qualified retirement plans. The acquisition of WCV will enable
AMCORE to bring plan administration services in-house where it can enhance its
recordkeeping ability and strengthen the relationship with plan sponsors. The
transaction was accounted for using the purchase method of accounting.
On April 27, 1999, AMCORE announced a new "Customer Focused Organizational
Structure" that is expected to improve efficiency, enhance responsiveness to
local markets and increase shareholder value. The new structure will increase
the ability of bank presidents, directors and salespeople to focus on serving
customers and their communities by centralizing or regionalizing certain support
functions. To accomplish this, AMCORE will operate under one charter, while
still preserving its super community banking philosophy. The merger of the banks
was completed on October 1, resulting in one charter under AMCORE Bank, N.A.
AMCORE expects to complete the centralization of operations during the fourth
quarter of 1999. The Restructuring Charge is estimated at $6.4 million pre-tax,
of which $6.1 million was accrued or incurred in the second quarter of 1999. The
largest components of the Restructuring Charge are related to employee
severance, professional fees, and other costs to combine the bank subsidiaries
into one bank and to integrate their systems. Of the $6.1 million Restructuring
Charge, $1,636,000 has been paid through the end of the third quarter of 1999.
On August 27, 1999, AMCORE sold its insurance agency business. Sales proceeds
will be received in installments over three years, subject to reduction if
certain performance contingencies are not met. No gain has been recorded,
pending resolution of the contingencies. The impact of the disposition is not
material, with or without the contingencies.
AMCORE's subsidiary banks continue to be "well capitalized" as defined by
regulatory guidelines. At September 30, 1999, AMCORE'S total capital to risk
weighted assets was 12.79%, which is in excess of regulatory requirements.
YEAR 2000
A critical issue has emerged in the banking industry and for the economy overall
regarding how existing application software programs, operating systems and
other systems can accommodate the date value for the year 2000. The year 2000
issue is pervasive, as almost all date-sensitive systems will be affected to
some degree by the rollover to the two-digit year from 99 to 00. Potential risks
of not addressing this issue include business interruption, financial loss,
reputation loss and/or legal liability.
AMCORE has undertaken an enterprise-wide initiative to address the Year 2000
issue. The company has established a project team that reports directly to the
Board of Directors and has developed a comprehensive plan to prepare, as
appropriate, its computer and other systems to recognize the date change on
January 1, 2000. An assessment of the readiness of third parties that AMCORE
interfaces with, such as vendors, counterparties, customers, payment systems,
and others, is ongoing to mitigate potential risks that Year 2000 poses. In
addition, AMCORE is assessing the readiness of companies that have borrowed from
AMCORE's subsidiaries to insure that incremental Year 2000-related credit risks
are addressed. AMCORE's objective is to try to insure that all aspects of the
Year 2000 issue, including those related to efforts of third parties, will be
fully resolved in time. However, it is not possible to be sure that all aspects
of the Year 2000 issue which may affect AMCORE, including those related to the
effects of customers, suppliers, or other third parties with whom we conduct
business, will not have a material impact on AMCORE's results of operation or
financial condition. AMCORE has consistently maintained contingency plans for
mission critical systems and business processes to protect assets against
unplanned events that would prevent normal operations. The millennium changeover
presents unique risks, some of which may not be effectively addressed by the
existing plans. AMCORE is examining these risks and developing additional plans
to mitigate the effect of potential impacts and insure continuity of operations
throughout the Year 2000 and beyond.
The outsourcing of the core mainframe system to ALLTEL during 1998 addresses the
primary operating systems of AMCORE. The testing of all mission critical systems
was substantially completed as of March 31, 1999. All Year 2000-specific
contingency plans were substantially completed by June 30, 1999 with related
testing to continue throughout the year. At this point, the costs associated
with the Year 2000 issue during 1998 and 1999 are estimated at approximately
$2.5 million, of which $1.3 million is for replacement hardware and software.
These items are not anticipated to have a material impact on future results of
operations. Through September 30, 1999, $2.3 million of the $2.5 million total
estimated costs have been incurred or paid since the inception of the project.
EARNINGS REVIEW BY BUSINESS SEGMENT
AMCORE's internal reporting and planning process has identified three business
segments: Banking, Trust and Asset Management, and Mortgage Banking.
The financial results of each segment are presented as if operated on a
stand-alone basis. There are no comprehensive authorities for management
accounting equivalent to generally accepted accounting principles. Therefore,
the information provided is not necessarily comparable with similar information
from other financial institutions. Additionally, methodologies may change from
time to time as the process is enhanced.
Banking Segment
The Banking segment provides commercial and personal banking services through
its 66 banking locations in northern Illinois and south-central Wisconsin, as
well as a consumer finance subsidiary in Northern Illinois. The services
provided by this segment include lending, deposits, cash management, automated
teller machines, and other traditional banking services.
The Banking segment's operating profit for the third quarter of 1999 was $10.3
million, an increase of $971,000 from the same period in 1998. The increase is
the result of net interest income and non-interest income increasing at a 5.9%
and 14.7% respective rate, while operating expenses increased 3.1%.
Net interest income improved by $1.8 million, primarily the result of a 4.0%
increase in average earning assets and a 5 basis point improvement in the
interest rate spread. The growth in average earning assets can be attributed to
strong loan growth offset by decreased levels of investment securities related
to the planned reduction of the investment portfolio. Average loans increased
$333.7 million or 14.6% when comparing the third quarters of 1999 and 1998.
Investment securities decreased $172.9 million on average, or 11.6%
quarter-to-quarter, to provide liquidity and reduce interest rate risk.
Non-interest income increased by $734,000. The increase is primarily the result
of a non-recurring gain of $750,000 for cash consideration received as a result
of the merger and reorganization of an ATM service provider in which AMCORE has
an equity interest.
The provision for loan and lease losses increased $387,000 during the third
quarter of 1999 over the same period in 1998. The increase in provision relates
to the growth in total loans noted above plus higher charge-offs.
Operating expenses increased $682,000 quarter-to-quarter. In addition to normal
increases, the increase includes costs to upgrade AMCORE's internal network and
Year 2000 expenditures previously mentioned.
The Banking segment represented 84.4% and 87.0% of total segment profit in the
third quarter of 1999 and 1998, respectively. Year-to-date, the Banking segment
represented 83.9% and 87.7% of total segment profit before the Restructuring
Charge in the second quarter of 1999 and the Merger Charge in the first quarter
of 1998.
Trust and Asset Management Segment
The Trust and Asset Management segment provides trust, investment management and
brokerage services. It also acts as an advisor to and provides fund
administration to the Vintage Mutual Funds and offers a complete line of
commercial and individual insurance products. These products are distributed
nationally ( i.e. Vintage Equity Fund is available through Charles Schwab
OneSource(TM)), regionally to institutional investors and corporations, and
locally through AMCORE's 66 banking locations.
The Trust and Asset Management segment's profit increased $415,000 to $1.6
million in the third quarter of 1999. The increase is primarily attributable to
strong sales efforts and favorable investment performance. These increases are
partially offset by the expansion of the trust and asset management staff
resulting from the growth of the segment, which includes a new program to
provide asset management services to high net worth individuals (the "Private
Client Group") and the WCV acquisition previously mentioned.
As of September 30, 1999, trust assets under management total $4.2 billion,
including nearly $1.4 billion related to the Vintage Mutual Fund family.
The Trust and Asset Management segment represented 13.2% and 11.1% of total
segment profit in the third quarter of 1999 and 1998, respectively.
Year-to-date, the Trust and Asset Management segment represented 12.3% and 9.5%
of total segment profit before the Restructuring Charge in the second quarter of
1999 and the Merger Charge in the first quarter of 1998.
Mortgage Banking Segment
The Mortgage Banking segment originates residential mortgage loans for sale to
AMCORE'S banking affiliates and the secondary market, and provides servicing of
these mortgage loans.
The Mortgage Banking segment's profit for the third quarter of 1999 was
$290,000, an increase of $83,000 from the same period a year ago. While
originations have declined to $58.3 million compared to the $105.7 million in
the third quarter of 1998, this has been more than offset by a reduction in
operating expenses mainly due to a reduced amount of valuation allowance for the
possible impairment of originated mortgage servicing rights.
The Mortgage Banking segment represented 2.4% and 1.9% of total segment profit
in the third quarter of 1999 and 1998, respectively. Year-to-date, the Mortgage
Banking segment represented 3.8% and 2.8% of total segment profit before the
Restructuring Charge in the second quarter of 1999 and the Merger Charge in the
first quarter of 1998.
CONSOLIDATED EARNINGS ANALYSIS
The analysis below discusses by major components the changes in net income when
comparing the three and nine-month periods ended September 30, 1999 and 1998.
Net Interest Income
Net interest income is the difference between income earned on interest earning
assets and the interest expense incurred on interest bearing liabilities. The
interest income on certain loans and municipal securities is not subject to
federal income tax. For analytical purposes, the interest income and rates on
these types of assets are adjusted to a "fully taxable equivalent" basis. The
fully taxable equivalent adjustment was calculated using the statutory federal
income tax rate of 35%. Adjusted interest income is presented on the following
table (in thousands):
For the Three Months For the Nine Months
Ended September 30 Ended September 30
-----------------------------------------------
1999 1998 1999 1998
===============================================
Interest Income Book Basis $75,670 $74,979 $222,464 $217,814
Taxable Equivalent Adjustment 2,506 2,525 7,560 7,527
-----------------------------------------------
Interest Income Taxable Equivalent Basis 78,176 77,504 230,024 225,341
Interest Expense 42,232 43,593 124,581 126,257
-----------------------------------------------
Net Interest Income Taxable Equivalent Basis
$35,944 $33,911 $105,443 $ 99,084
===============================================
Net interest income on a fully taxable equivalent basis increased $2.0 million
or 6.0% during the third quarter of 1999 over the same period in 1998. The
improvement in net interest income results mainly from a 4.0% increase in
average earning assets and a 5 basis point improvement in the interest rate
margin.
The growth in average earning assets can be attributed to strong loan growth
offset by decreased levels of investment securities related to the planned
reduction of the investment portfolio. Average loans increased $333.7 million or
14.6% when comparing the third quarters of 1999 and 1998. Investment securities
decreased $172.9 million on average, or 11.6% quarter-to-quarter.
The net interest spread is the difference between the average rates on
interest-earning assets and the average rates on interest-bearing liabilities.
The interest rate margin represents net interest income divided by average
earning assets. These ratios can also be used to analyze net interest income.
Since a significant portion of the Company's funding is derived from
interest-free sources, primarily demand deposits and stockholders' equity, the
effective rate paid for all funding sources is lower than the rate paid on
interest-bearing liabilities alone.
As the table below indicates, the interest rate spread increased 9 basis points
to 2.98% in the third quarter of 1999 when compared to the 2.89% during the same
period in 1998. The net interest margin was 3.58% during the third quarter of
1999, an increase of 5 basis points from the comparable period in 1998.
Quarter Ended Quarter Ended
September 30, 1999 September 30, 1998
------------------------------------ ---------------------------------
Average Average Average Average
Balance Interest Rate Balance Interest Rate
------------------------------------ ---------------------------------
Assets
- ------------
Interest-Earning Assets:
Taxable securities $ 986,244 $ 16,398 6.65% $ 1,148,413 $ 19,410 6.76%
Tax-exempt securities (1) 336,608 6,560 7.80% 347,364 6,795 7.83%
------------------------------------ ---------------------------------
Total Securities (2) 1,322,852 22,958 6.94% 1,495,777 26,205 7.01%
Loans held for sale (3) 16,116 282 7.00% 25,892 398 6.15%
Loans (1) (4) 2,625,129 54,504 8.26% 2,291,383 50,310 8.73%
Other earning assets 26,535 310 4.63% 22,993 294 5.07%
Fees on mortgage loans held for sale (3) - 122 - - 297 -
------------------------------------ ---------------------------------
Total Interest-Earning Assets $ 3,990,632 $ 78,176 7.78% $ 3,836,045 $ 77,504 8.04%
Noninterest-Earning Assets:
Cash and due from banks 92,499 86,354
Other assets 146,756 157,648
Allowance for loan and lease losses (28,078) (25,262)
-------------- --------------
Total Assets $ 4,201,809 $ 4,054,785
============== ==============
Liabilities and Stockholders' Equity
Interest-Bearing Liabilities:
Interest-bearing demand and savings deposits $ 969,915 $ 7,344 3.00% $ 883,594 $ 7,010 3.15%
Time deposits 1,624,116 22,047 5.39% 1,578,956 23,209 5.83%
------------------------------------ ---------------------------------
Total interest-bearing deposits 2,594,031 29,391 4.50% 2,462,550 30,219 4.87%
Short-term borrowings 594,019 8,497 5.68% 592,641 8,672 5.81%
Long-term borrowings 301,779 4,344 5.71% 307,039 4,702 6.08%
------------------------------------ ---------------------------------
Total Interest-Bearing Liabilities $ 3,489,829 $ 42,232 4.80% $ 3,362,230 $ 43,593 5.14%
Noninterest-Bearing Liabilities:
Demand deposits 352,709 318,143
Other liabilities 56,216 53,388
-------------- --------------
Total Liabilities $ 3,898,754 $ 3,733,761
Stockholders' Equity 303,055 321,024
-------------- --------------
Total Liabilities and
Stockholders' Equity $ 4,201,809 $ 4,054,785
============== ==============
Net Interest Income $ 35,944 $ 33,911
=========== ===========
Net Interest Spread 2.98% 2.89%
=========== ========
Interest Rate Margin 3.58% 3.53%
=========== ========
Notes:
(1) The interest on tax-exempt investment securities and
tax-exempt loans is calculated on a tax equivalent basis
assuming a federal tax rate of 35%.
(2) The average balances of the investments are based on amortized
historical cost.
(3) The yield-related fees recognized from the origination of
mortgage loans held for sale are in addition to the interest
earned on the loans during the period in which they are
warehoused for sale as shown above.
(4) The balances of nonaccrual loans are included in average loans
outstanding. Interest on loans includes yield related loan
fees.
As the table below indicates, the interest rate spread increased 3 basis points
to 2.92% for the first nine months of 1999 when compared to the 2.89% during the
same period in 1998. The net interest margin decreased 1 basis point to 3.53%
for the first nine months of 1999 when compared to the 3.54% during the same
period in 1998.
Nine Months Ended Nine Months Ended
September 30, 1999 September 30, 1998
-------------------------------------- ----------------------------------
Average Average Average Average
Balance Interest Rate Balance Interest Rate
-------------------------------------- ----------------------------------
Assets
Interest-Earning Assets:
Taxable securities $ 1,022,405 $ 48,661 6.35% $ 1,185,095 $ 60,221 6.78%
Tax-exempt securities (1) 341,102 19,845 7.76% 338,349 20,282 7.99%
-------------------------------------- ----------------------------------
Total Securities (2) 1,363,507 68,506 6.70% 1,523,444 80,503 7.05%
Loans held for sale (3) 22,473 1,025 6.08% 27,470 1,334 6.47%
Loans (1) (4) 2,555,331 159,282 8.33% 2,158,692 142,174 8.80%
Other earning assets 22,402 712 4.25% 14,257 571 5.35%
Fees on mortgage loans held for sale (3) - 499 - - 759 -
-------------------------------------- ----------------------------------
Total Interest-Earning Assets $ 3,963,713 $ 230,024 7.73% $ 3,723,863 $225,341 8.07%
Noninterest-Earning Assets:
Cash and due from banks 98,418 91,290
Other assets 156,460 150,478
Allowance for loan and lease losses (27,641) (23,469)
--------------- --------------
Total Assets $ 4,190,950 $ 3,942,162
=============== ==============
Liabilities and Stockholders' Equity
Interest-Bearing Liabilities:
Interest-bearing demand and savings deposits $ 960,279 $ 20,491 2.85% $ 834,360 $ 19,354 3.10%
Time deposits 1,602,623 65,570 5.47% 1,527,321 67,097 5.87%
-------------------------------------- ----------------------------------
Total interest-bearing deposits 2,562,902 86,061 4.49% 2,361,681 86,451 4.89%
Short-term borrowings 597,075 25,458 5.70% 637,758 27,780 5.82%
Long-term borrowings 305,751 13,062 5.71% 259,956 12,026 6.19%
-------------------------------------- ----------------------------------
Total Interest-Bearing Liabilities $ 3,465,728 $ 124,581 4.81% $ 3,259,395 $126,257 5.18%
Noninterest-Bearing Liabilities:
Demand deposits 357,221 319,958
Other liabilities 55,989 52,754
--------------- --------------
Total Liabilities $ 3,878,938 $ 3,632,107
Stockholders' Equity 312,012 310,055
--------------- --------------
Total Liabilities and
Stockholders' Equity $ 4,190,950 $ 3,942,162
=============== ==============
Net Interest Income $ 105,443 $ 99,084
============ ============
Net Interest Spread 2.92% 2.89%
=========== ========
Interest Rate Margin 3.53% 3.54%
=========== ========
Notes:
(1) The interest on tax-exempt investment securities and tax-exempt loans
is calculated on a tax equivalent basis assuming a federal tax rate of
35%.
(2) The average balances of the investments are based on amortized
historical cost.
(3) The yield-related fees recognized from the origination of mortgage
loans held for sale are in addition to the interest earned on the loans
during the period in which they are warehoused for sale as shown above.
(4) The balances of nonaccrual loans are included in average loans
outstanding. Interest on loans includes yield related loan fees.
The level of net interest income is the result of the relationship between total
volume and mix of interest-earning assets and the rates earned, and the total
volume and mix of interest-bearing liabilities and the rates paid. The rate and
volume components associated with interest-earning assets and interest-bearing
liabilities are segregated in the table below to analyze the changes in net
interest income. Because of changes in the mix of the components of
interest-earning assets and interest-bearing liabilities, the computations for
each of the components do not equal the calculation for interest-earning assets
as a total and interest-bearing liabilities as a total.
The table below presents an analysis of the changes in net interest income for
the third quarter of 1999 compared to the third quarter of 1998.
For Three Months Ended
September 30, 1999 / September 30, 1998
(in thousands)
------------------------------------------------------
Increase (Decrease) Due to Change in Total Net
Average Volume Average Rate Increase
------------------------------------------------------
Interest Income:
Taxable Securities $(2,702) $(310) $(3,012)
Tax-Exempt Securities (1) (26) (235)
(209)
------------------------------------------------------
Total Securities (2) (3,004) (243) (3,247)
Mortgage Loans Held for Sale (165) 49 (116)
Loans (1) (4) 7,040 (2,846) 4,194
Other Earning Assets 18 (2) 16
Fees on Mortgage Loans Held for Sale (3) - (175) (175)
------------------------------------------------------
Total Interest-Earning Assets $3,143 $(2,471) $672
------------------------------------------------------
Interest Expense:
Interest-Bearing Demand & Savings Deposits $1,067 $(733) $334
Time Deposits 627 (1,789) (1,162)
------------------------------------------------------
Total Interest-Bearing Deposits 1,563 (2,391) (828)
Short-Term Borrowings 20 (195) (175)
Long-Term Borrowings (80) (278) (358)
------------------------------------------------------
Total Interest-Bearing Liabilities $1,614 $(2,975) $(1,361)
------------------------------------------------------
Net Interest Margin / Net Interest Income (FTE) $1,529 $504 $2,033
======================================================
The above table shows the changes in interest income (tax equivalent) and
interest expense attributable to volume and rate variances. The change in
interest income (tax equivalent) due to both volume and rate has been allocated
to volume and rate changes in proportion to the relationship of the absolute
dollar amounts of the change in each.
1. The interest on tax-exempt investment securities and tax-exempt loans is
calculated on a tax equivalent basis assuming a federal tax rate of 35%.
2. The average balance of the investments are based on amortized historical
cost.
3. The yield-related fees recognized from the origination of mortgage loans
held for sale are in addition to the interest earned on the loans during
the period in which they are warehoused for sale as shown above.
4. The balances of non-accrual loans are included in average loans
outstanding. Interest on loans includes yield-related loan fees.
The increase in net interest income, when comparing the third quarter of 1999 to
the third quarter of 1998, is mainly due to a favorable change in average
volume. Average loans increased 14.6% while average investment securities
decreased 11.6%. The net effect was a 4.0% increase in earning assets. This
increase was largely offset by a 3.8% increase in average interest-bearing
liabilities needed to fund the growth in earning assets.
There was also an increase in net interest income due to changes in average
interest rates when comparing the third quarter of 1999 with the third quarter
of 1998. While the yield on interest-earning assets decreased 26 basis points,
this was more than offset by a 34 basis point decrease in average rate paid on
interest-bearing liabilities. The decreased funding costs were attributable to
lower interest rates on both deposits and borrowings. The decreases were
contrary to recent overall market developments of rising rates, as the Federal
Reserve announced two rate increases during the third quarter of 1999. However,
since these increases are not yet fully reflected through re-pricing of the
interest-earning assets and interest-bearing liabilities, AMCORE actually
experienced the respective declines noted above. The fact that interest-earning
assets are re-pricing faster than interest-bearing liabilities led to the net
improvement in interest income attributable to changes in average interest
rates.
The table below presents an analysis of the changes in net interest income for
the first nine months of 1999 compared to the first nine months of 1998.
For Nine Months Ended
September 30, 1999 / September 30, 1998
(in thousands)
--------------------------------------------------------------
Increase (Decrease) Due to Change in Total Net
Average Volume Average Rate Increase (Decrease)
--------------------------------------------------------------
Interest Income:
Taxable Securities $(7,908) $(3,652) $(11,560)
Tax-Exempt Securities (1) 164 (601) (437)
--------------------------------------------------------------
Total Securities (2) (8,167) (3,830) (11,997)
Mortgage Loans Held for Sale (232) (77) (309)
Loans (1) (4) 25,036 (7,928) 17,108
Other Earning Assets 234 (93) 141
Fees on Mortgage Loans Held for Sale (3) - (260) (260)
--------------------------------------------------------------
Total Interest-Earning Assets $14,300 $(9,617) $4,683
--------------------------------------------------------------
Interest Expense:
Interest-Bearing Demand & Savings Deposits $3,700 $(2,563) $1,137
Time Deposits 3,089 (4,616) (1,527)
--------------------------------------------------------------
Total Interest-Bearing Deposits 7,057 (7,447) (390)
Short-Term Borrowings (1,744) (578) (2,322)
Long-Term Borrowings 2,005 (969) 1,036
--------------------------------------------------------------
Total Interest-Bearing Liabilities $7,689 $(9,365) $(1,676)
--------------------------------------------------------------
Net Interest Margin / Net Interest Income (FTE) $6,611 $(252) $6,359
==============================================================
The above table shows the changes in interest income (tax equivalent) and
interest expense attributable to volume and rate variances. The change in
interest income (tax equivalent) due to both volume and rate has been allocated
to volume and rate changes in proportion to the relationship of the absolute
dollar amounts of the change in each.
1. The interest on tax-exempt investment securities and tax-exempt loans is
calculated on a tax equivalent basis assuming a federal tax rate of 35%.
2. The average balance of the investments are based on amortized historical
cost.
3. The yield-related fees recognized from the origination of mortgage loans
held for sale are in addition to the interest earned on the loans during
the period in which they are warehoused for sale as shown above.
4. The balances of non-accrual loans are included in average loans
outstanding. Interest on loans includes yield-related loan fees.
The increase in net interest income, when comparing the first nine months of
1999 to the first nine months of 1998, is due to a favorable change in average
volume. Average loans increased 18.4% while average investment securities
decreased 10.5%. The net effect was a 6.4% increase in earning assets. This
increase was largely offset by a 6.3% increase in average interest-bearing
liabilities needed to fund the growth in earning assets.
The volume increase was partially offset by a decrease in net interest income
due to changes in average interest rates. The yield on interest-earning assets
decreased 34 basis points while the average rate on interest-bearing liabilities
decreased 37 basis points. Both decreases are the result of overall market
conditions and, until the recent interest rate increases announced by the
Federal Reserve, a period of declining interest rates when comparing the first
nine months of 1999 with the first nine months of 1998.
Provision for Loan and Lease Losses
Management determines an appropriate provision for loan and lease losses based
upon its regular evaluation of individual loans and groups of loans, historical
loss experience, and the size and nature of the loan portfolios. Other factors
include the current economic and industry environment, concentration
characteristics of the loan portfolio and the composition and underlying
collateral of problem loans.
The provision for loan and lease losses was $2.6 million during the third
quarter of 1999, an increase of $387,000 or 17.4% from the same period in 1998.
The increase in provision relates to a growth in total loans and a higher level
of charge-offs.
Annualized net charge-offs to average loans were 0.28% in the third quarter of
1999 versus 0.15% in 1998.
The provision for loan and lease losses for the first nine months of 1999 was
$7.0 million, an increase of $1.0 million or 16.2% from the same period in 1998.
The increase in provision relates to a growth in total loans and a higher level
of charge-offs.
The allowance for loan and lease losses as a percent of total loans was 1.06%,
1.11% and 1.08% at September 30, 1999 and 1998 and December 31, 1998,
respectively.
Non-Interest Income
Total non-interest income was $14.7 million in the third quarter of 1999, an
increase of $139,000 or 1.0% from the same period in 1998. On a year-to-date
basis, the increase in non-interest income is $2.1 million or 5.2%.
Trust and asset management income increased 19.4% or $1.2 million to total $7.5
million for the third quarter of 1999 versus the same period in 1998. The
increase is primarily attributable to strong sales efforts and favorable
investment performance. Total managed
assets, which includes fee-based accounts and Vintage Fund balances, totaled
$4.2 billion as of September 30, 1999.
Service charges on deposits increased $159,000 or 6.5% from the third quarter of
1998 to $2.6 million for the third quarter of 1999.
Mortgage revenues declined $762,000 or 29.8% from the third quarter of 1998 to
$1.8 million for the third quarter of 1999. The decrease relates mainly to a
decline in originations to $58.3 million compared to the $105.7 million in the
third quarter of 1998.
Other income increased $443,000 or 16.2% from the third quarter of 1998 to $3.2
million. During the third quarter of 1999, a non-recurring gain of $750,000 was
recorded to reflect cash consideration received as a result of the merger and
reorganization of an ATM service provider in which AMCORE has an equity
interest. This was partially offset by a $217,000 decline in insurance revenues,
quarter-to-quarter. This decline was the result of the previously noted sale of
the insurance agency business in the third quarter of 1999.
Net security losses from the available for sale portfolio totaled $341,000 in
the third quarter of 1999 compared to a net security gain of $577,000 in the
third quarter of 1998.
Operating Expenses
Operating expense totaled $29.8 million during the third quarter of 1999, an
increase of $815,000 or 2.8% from the same period in 1998. Year-to-date
operating expenses increased $6.8 million or 7.7%. The second quarter of 1999
and the first quarter of 1998 included the previously mentioned $6.1 million
pre-tax Restructuring Charge and $4.5 million pre-tax Merger Charge,
respectively. Excluding these charges, operating expenses increased $5.2 million
or 6.2%. This increase is primarily related to increased compensation, equipment
and data processing expenses.
The efficiency ratio for the third quarter of 1999 was 58.7% compared to 59.8%
for the third quarter of 1998. The improvement was the result of core operating
expenses increasing 2.8% while revenues increased 4.5%. On a year-to-date basis,
excluding the Restructuring Charge in the second quarter of 1999 and the Merger
Charge in the first quarter of 1998, the efficiency ratio was essentially flat
at 59.9% compared to 60.0%.
Compensation expense increased $265,000 or 2.0% when comparing the third quarter
of 1999 with the same period in 1998. The net increase relates primarily to
annual merit increases. Increased compensation expenses associated with the
expansion of the trust and asset management segment, including the formation of
the Private Client Group and the WCV acquisition previously mentioned, were
offset by staff reductions resulting from the company restructuring and the sale
of the insurance agency business.
Equipment expense was $2.3 million in the third quarter of 1999 and represents
an increase of $280,000 or 13.8% from the same period in 1998. Data processing
expense increased $722,000 when comparing the third quarter of 1999 with the
same period in 1998. These increases primarily relate to the upgrade of AMCORE's
internal LAN-based reporting
systems, outsourcing the core mainframe system to ALLTEL including
post-conversion programming and Year 2000 expenditures previously mentioned.
Income Taxes
Income tax expense for the third quarter of 1999 increased $630,000 from the
third quarter of 1998 to $4.5 million. The third quarter 1999 effective tax rate
of 28.6% compares to a 26.2% effective tax rate for the same period in 1998.
Both the increases in income tax expense and in the effective tax rate are
largely the result of higher earnings before taxes.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
A comprehensive qualitative and quantitative analysis regarding market risk was
disclosed in the Company's December 31, 1998 Form 10K. There have been no
material changes in the assumptions used or any material adverse change in the
results obtained regarding market risk.
BALANCE SHEET REVIEW
Total assets were $4.3 billion at September 30, 1999, an increase of $166.3
million or 4.0% from December 31, 1998. Total earning assets increased $188.6
million from December 31, 1998. A $134.4 million increase in borrowings and a
$45.2 million increase in deposits primarily funded this increase. The increase
in borrowings, primarily short-term, were necessary as the growth in loans
outpaced the funding provided by deposits.
ASSET QUALITY REVIEW
Allowance for Loan and Lease Losses
The allowance for loan and lease losses was $28.4 million at September 30,1999,
an increase of $2.0 million from December 31, 1998. The allowance represented
1.06% of total loans and 136.6% of non-performing loans at September 30, 1999.
The comparable ratios were 1.08% and 145.2% at December 31, 1998.
Net charge-offs were $1.8 million during the third quarter of 1999 versus
$879,000 for the same quarter of 1998, an increase of $935,000 primarily related
to retail loans. For the nine months ended September 30, 1999 and 1998, net
charge-offs were $5.0 million and $2.1 million, respectively. The nine-month
period ended September 30, 1999 includes the partial charge-off of an
agricultural credit in the amount of $1.2 recorded in the second quarter. The
remaining balance of the agricultural credit is classified as non-performing.
An analysis of the allowance for loan and lease losses as of September 30, 1999
and 1998 is presented below:
For the Three Months For the Nine Months
Ended September 30 Ended September 30
-------------------------------------------------
1999 1998 1999 1998
=================================================
Balance at beginning of period $27,636 $24,588 $26,403 $19,908
Charge-Offs:
Commercial loans & leases 612 633 2,318 966
Real estate loans 322 64 605 262
Installment loans 1,161 430 2,958 1,626
Credit card loans 93 89 305 329
-------------------------------------------------
2,188 1,216 6,186 3,183
Recoveries:
Commercial loans & leases 76 154 314 478
Real estate loans 2 10 50 37
Installment loans 280 133 811 456
Credit card loans 16 40 53 80
-------------------------------------------------
374 337 1,228 1,051
Net Charge-Offs 1,814 879 4,958 2,132
Provision charged to expense 2,613 2,226 6,990 6,013
Allowance for loan and lease losses acquired
through merger - - - 2,146
-------------------------------------------------
Balance at end of period $28,435 $25,935 $28,435 $25,935
=================================================
Ratio of net charge-offs during the period to
average loans outstanding during the period (1)
0.28% 0.15% 0.26% 0.13%
=================================================
(1) On an annualized basis
Non-Performing Assets
Non-performing assets increased $2.4 million or 11.6% from December 31, 1998 to
$22.9 million at September 30, 1999 primarily due to the addition of one
commercial real estate credit. Non-performing assets as of September 30, 1999
and December 31, 1998 are presented below.
September 30, December 31,
1999 1998
------------- ------------
Impaired Loans:
Non-accrual loans and leases
Commercial.................................. $14,598 $11,139
Real Estate................................. 859 1,963
Other non-performing
Non-accrual loans(1)........................ 5,366 5,077
--------------------------
Total non-performing loans and leases........ $20,823 $18,179
Foreclosed real estate............................ 2,063 2,321
==========================
Total non-performing assets.................. $22,886 $20,500
==========================
Loans 90 days or more past due and still accruing. $10,008 $7,272
(1) These loans are not considered impaired since they are part of a small
balance homogeneous portfolio.
Capital Management
Total stockholders' equity was $305.7 million at September 30, 1999, a decrease
of $10.4 million from December 31, 1998. The book value per share of AMCORE
common stock was $10.79 at September 30, 1999. AMCORE paid a dividend of $.14
per share during the third quarter of 1999.
On October 21, 1998, AMCORE announced a stock repurchase program for up to five
percent of its common stock or 1.5 million shares. The repurchased shares will
become treasury shares and will be used for general corporate purposes,
including the issuance of shares in connection with AMCORE's stock option and
other employee benefit plans. Through September 30, 1999, 1.2 million shares
have been purchased at an average price of $23.32 per share.
AMCORE's bank subsidiaries are considered "well capitalized" based on regulatory
guidelines. AMCORE's leverage ratio was 8.24% at September 30, 1999. AMCORE's
ratio of Tier I capital at 11.81% and total risk based capital of 12.79%
significantly exceed the regulatory minimums as indicated in the table below.
September 30, 1999 September 30, 1998
------------------ ------------------
Amount Ratio Amount Ratio
============================================
Tier 1 Capital $ 344,746 11.81% $ 339,704 12.98%
Tier 1 Capital Minimum 116,724 4.00% 104,654 4.00%
--------------------------------------------
Amount in Excess of Minimum $ 228,022 7.81% $ 235,050 8.98%
--------------------------------------------
Total Capital $ 373,180 12.79% $ 365,639 13.98%
Total Capital Minimum 233,448 8.00% 209,308 8.00%
--------------------------------------------
Amount in Excess of Minimum $139,732 4.79% $ 156,331 5.98%
--------------------------------------------
Risk Adjusted Assets $2,918,104 $2,616,344
========== ==========
ITEM 4. Submission of Matters to a Vote of Security Holders
(a) - (c) Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1999 (File
No. 0-13393).
ITEM 6. Exhibits and Reports on Form 10-Q
(a)3 Amended and Restated Articles of Incorporation of AMCORE
Financial, Inc. dated May 1, 1990 (Incorporated by reference to
Exhibit 23 of AMCORE's Annual Report on Form 10-K for the year
ended December 31, 1989).
3.1 By-laws of AMCORE Financial, Inc. as amended May 17, 1990
(Incorporated by reference to Exhibit 3.1 of AMCORE's Annual
Report of Form 10-K for the year ended December 31, 1994).
4 Rights Agreement dated February 21, 1996, between AMCORE
Financial, Inc. and Firstar Trust Company (Incorporated by
reference to AMCORE's Form 8-K as filed with the Commission on
February 28, 1996).
22 1999 Notice of Annual Meeting of Stockholders and Proxy
Statement (Incorporated by reference to Exhibit 22 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998).
27 Financial Data Schedule
99 Additional exhibits - Press release dated October 20, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMCORE Financial, Inc.
(Registrant)
Date: November 15, 1999
/s/ John R. Hecht
----------------------------------------------
John R. Hecht
Executive Vice President and Chief Financial
Officer
(Duly authorized officer of the registrant and
principal financial officer)