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, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------ ------
Commission File Number 0-5127
-----------------------------
MERCANTILE BANKSHARES CORPORATION
---------------------------------
(Exact name of registrant as specified in its charter)
Maryland 52-0898572
--------------- ------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 Hopkins Plaza, Baltimore, Maryland 21201
------------------------------------ -----
(Address of principal executive (Zip code)
offices)
(410) 237-5900
---------------------------
(Registrant's telephone number, including area code)
------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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 [_]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
As of October 31, 2001, registrant had outstanding 69,807,236 shares of Common
Stock.
Page 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
MERCANTILE BANKSHARES CORPORATION
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
(Dollars in thousands, except per share data) 2001 2000
-------------------------------------------------------------------------------------------------------------------
ASSETS
Cash and due from banks.............................................................. $ 275,485 $ 244,913
Interest-bearing deposits in other banks............................................. 356 454
Federal funds sold................................................................... 122,216 29,378
---------- ----------
Total cash and cash equivalents................................................... 398,057 274,745
---------- ----------
Investment securities:
Available-for-sale at fair value
U.S. Treasury and government agencies -- amortized cost of $1,758,252 (2001) and
$1,600,232 (2000)................................................................. 1,815,263 1,611,177
States and political subdivisions -- amortized cost of $1,149 (2001) and
$1,350 (2000)..................................................................... 1,180 1,357
Other investments -- amortized cost of $43,771 (2001) and $49,507 (2000)........... 56,283 64,020
Held-to-maturity at amortized cost
States and political subdivisions -- fair value of $41,073 (2001) and
$38,653 (2000).................................................................... 39,104 37,686
Other investments -- fair value of $13,454 (2001) and $13,068 (2000)............... 13,454 13,068
---------- ----------
Total investment securities....................................................... 1,925,284 1,727,308
---------- ----------
Loans held-for-sale.................................................................. 30,273 6,595
Loans................................................................................ 6,900,139 6,693,294
Less: allowance for loan losses...................................................... (141,003) (138,612)
---------- ----------
Loans, net........................................................................ 6,759,136 6,554,682
---------- ----------
Bank premises and equipment, less accumulated depreciation of
$110,961 (2001) and $103,715 (2000)................................................. 101,762 102,169
Other real estate owned, net......................................................... 195 1,005
Goodwill, net........................................................................ 104,838 105,027
Other intangible assets, net......................................................... 7,296 8,425
Other assets......................................................................... 141,163 158,074
---------- ----------
Total assets...................................................................... $9,468,004 $8,938,030
========== ==========
LIABILITIES
Deposits:
Noninterest-bearing deposits........................................................ $1,789,489 $1,593,503
Interest-bearing deposits........................................................... 5,458,235 5,203,038
---------- ----------
Total deposits.................................................................... 7,247,724 6,796,541
Short-term borrowings................................................................ 773,260 781,468
Accrued expenses and other liabilities............................................... 138,676 94,173
Long-term debt....................................................................... 84,200 92,547
---------- ----------
Total liabilities................................................................. 8,243,860 7,764,729
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock, no par value; authorized 2,000,000 shares; issued and outstanding --
None
Common stock, $2 par value; authorized 130,000,000 shares;
issued 69,816,937 shares in 2001 and 71,098,750 shares in 2000...................... 139,634 142,198
Capital surplus...................................................................... 161,820 214,454
Retained earnings.................................................................... 879,802 800,781
Accumulated other comprehensive income (loss)........................................ 42,888 15,868
---------- ----------
Total shareholders' equity........................................................ 1,224,144 1,173,301
---------- ----------
Total liabilities and shareholders' equity....................................... $9,468,004 $8,938,030
========== ==========
See notes to consolidated financial statements
Page 3
MERCANTILE BANKSHARES CORPORATION
STATEMENT OF CONSOLIDATED INCOME
For the 9 Months Ended For the 3 Months Ended
September 30, September 30,
(Dollars in thousands, except per share data) 2001 2000 2001 2000
----------------------------------------------------------------------------------------------
INTEREST INCOME
Interest and fees on loans........ $ 420,701 $ 399,361 $ 135,635 $ 142,454
----------- ----------- ----------- -----------
Interest and dividends on
investment securities:
Taxable interest income.......... 68,890 69,332 22,986 22,862
Tax-exempt interest income....... 1,506 780 504 431
Dividends........................ 984 1,020 304 338
Other investment income.......... 2,494 844 804 776
----------- ----------- ----------- -----------
73,874 71,976 24,598 24,407
----------- ----------- ----------- -----------
Other interest income............. 3,384 1,319 811 712
----------- ----------- ----------- -----------
Total interest income.......... 497,959 472,656 161,044 167,573
----------- ----------- ----------- -----------
INTEREST EXPENSE
Interest on deposits.............. 158,241 130,232 49,303 47,901
Interest on short-term
borrowings....................... 21,816 36,022 5,762 13,191
Interest on long-term debt........ 4,425 4,304 1,380 1,497
----------- ----------- ----------- -----------
Total interest expense......... 184,482 170,558 56,445 62,589
----------- ----------- ----------- -----------
NET INTEREST INCOME............... 313,477 302,098 104,599 104,984
Provision for loan losses......... 9,230 12,745 3,101 4,316
----------- ----------- ----------- -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES........ 304,247 289,353 101,498 100,668
----------- ----------- ----------- -----------
NONINTEREST INCOME
Trust Division services........... 51,888 51,556 17,229 17,302
Service charges on deposit
accounts......................... 20,457 17,890 7,157 6,194
Mortgage banking related fees..... 7,967 2,306 3,106 812
Investment securities gains and
(losses)......................... 3,135 69 1,596 --
Other income...................... 23,763 21,402 8,649 7,757
----------- ----------- ----------- -----------
Total noninterest income....... 107,210 93,223 37,737 32,065
----------- ----------- ----------- -----------
NONINTEREST EXPENSES
Salaries.......................... 91,797 86,182 31,232 29,519
Employee benefits................. 22,293 19,575 7,157 6,092
Net occupancy expense of bank
premises......................... 10,497 8,473 3,726 3,014
Furniture and equipment expenses.. 17,500 16,797 5,752 5,578
Communications and supplies....... 9,852 9,171 3,279 3,098
Amortization of goodwill.......... 6,939 3,444 2,134 1,528
Other expenses.................... 35,779 36,020 13,307 12,556
----------- ----------- ----------- -----------
Total noninterest expenses..... 194,657 179,662 66,587 61,385
----------- ----------- ----------- -----------
Income before income taxes........ 216,800 202,914 72,648 71,348
Applicable income taxes........... 79,739 73,412 26,569 25,968
----------- ----------- ----------- -----------
NET INCOME........................ $ 137,061 $ 129,502 $ 46,079 $ 45,380
=========== =========== =========== ===========
NET INCOME PER SHARE OF COMMON
STOCK (Note 2):
Basic............................ $ 1.93 $ 1.88 $ .66 $ .65
=========== =========== =========== ===========
Diluted.......................... $ 1.92 $ 1.87 $ .65 $ .64
=========== =========== =========== ===========
See notes to consolidated financial statements
Page 4
MERCANTILE BANKSHARES CORPORATION
STATEMENT OF CONSOLIDATED CASH FLOWS
For the 9 Months Ended
Increase (decrease) in cash and cash equivalents September 30,
(Dollars in thousands) 2001 2000
----------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.............................................. $ 137,061 $ 129,502
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for loan losses.............................. 9,230 12,745
Depreciation and amortization.......................... 9,267 8,079
Amortization of goodwill............................... 6,939 3,444
Investment securities (gains) and losses............... (3,135) (69)
Write-downs of other real estate owned................. 36 20
Gains on sales of other real estate owned.............. (267) (494)
Gains on sales of buildings............................ (510) --
Net (increase) decrease in assets:
Interest receivable.................................... 2,337 (5,716)
Other receivables...................................... (69) 964
Other assets........................................... (862) (7,093)
Loans held-for-sale.................................... (23,678) 1,068
Net increase (decrease) in liabilities:
Interest payable....................................... 290 7,829
Accrued expenses....................................... (472) 15,635
Taxes payable.......................................... 45,522 4,788
---------- -----------
Net cash provided by operating activities............ 181,689 170,702
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of investment securities held-
to-maturity............................................ 3,181 7,367
Proceeds from maturities of investment securities
available-for-sale..................................... 447,892 410,968
Proceeds from sales of investment securities available-
for-sale............................................... 3,135 700
Purchases of investment securities held-to-maturity..... (4,986) (11,295)
Purchases of investment securities available-for-sale... (599,974) (232,361)
Net increase in customer loans.......................... (214,211) (552,047)
Proceeds from sales of other real estate owned.......... 1,568 1,903
Capital expenditures.................................... (9,266) (10,403)
Proceeds from sales of buildings........................ 916 --
Acquisition of commercial mortgage company.............. (7,000) --
Cash from acquired bank................................. -- 13,104
---------- -----------
Net cash used in investing activities................ (378,745) (372,064)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in noninterest-bearing
deposits............................................... 195,986 118,598
Net increase (decrease) in checking plus interest and
savings accounts....................................... 131,876 (141,211)
Net increase (decrease) in certificates of deposit...... 123,321 309,442
Net increase (decrease) in short-term borrowings........ (8,208) 53,144
Repayment of long-term debt............................. (8,347) (15,136)
Proceeds from issuance of shares........................ 5,733 5,327
Repurchase of common shares............................. (61,953) (36,086)
Dividends paid.......................................... (58,040) (52,167)
---------- -----------
Net cash provided by financing activities............ 320,368 241,911
---------- -----------
Net increase (decrease) in cash and cash equivalents.... 123,312 40,549
Cash and cash equivalents at beginning of period........ 274,745 227,356
---------- -----------
Cash and cash equivalents at end of period.............. $ 398,057 $ 267,905
========== ===========
See notes to consolidated financial statements
Page 5
MERCANTILE BANKSHARES CORPORATION
STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
Accumulated
Other
(Dollars in thousands, Common Capital Retained Comprehensive
except per share data) Total Stock Surplus Earnings Income (Loss)
--------------------------------------------------------------------------------
BALANCE, DECEMBER 31,
1999................... $ 974,040 $137,292 $ 47,798 $796,192 $(7,242)
Net income.............. 129,502 129,502
Unrealized gains
(losses) on securities
available-for-sale,
net of reclassification
adjustment, net of
taxes ................. 10,234 10,234
----------
Comprehensive income.... 139,736
----------
Cash dividends paid:
Common stock ($.76 per
share)................ (52,167) (52,167)
Issuance of 95,939
shares for dividend
reinvestment and stock
purchase plan.......... 2,855 192 2,663
Issuance of 23,662
shares for employee
stock purchase dividend
reinvestment plan...... 724 47 677
Issuance of 117,214
shares for employee
stock option plan...... 1,748 234 1,514
Purchase of 1,193,000
shares under stock
repurchase plan........ (36,086) (2,386) (33,700)
Issuance of 2,261,162
shares for bank
acquisition............ 64,076 4,522 59,554
Vested stock options.... 333 333
Transfer to capital
surplus................ -- 100,000 (100,000)
---------- -------- -------- -------- -------
BALANCE, SEPTEMBER 30,
2000................... $1,095,259 $139,901 $178,839 $773,527 $ 2,992
========== ======== ======== ======== =======
BALANCE, DECEMBER 31,
2000................... $1,173,301 $142,198 $214,454 $800,781 $15,868
Net income.............. 137,061 137,061
Unrealized gains (loss-
es) on securities
available-for-sale,
net of reclassification
adjustment, net of
taxes (Note 5)......... 27,020 27,020
----------
Comprehensive income.... 164,081
----------
Cash dividends paid:
Common stock ($.82 per
share)................ (58,040) (58,040)
Issuance of 84,817
shares for dividend
reinvestment and stock
purchase plan.......... 3,128 169 2,959
Issuance of 17,546
shares for employee
stock purchase dividend
reinvestment plan...... 684 35 649
Issuance of 115,824
shares for employee
stock option plan...... 1,921 232 1,689
Purchase of 1,500,000
shares under stock
repurchase plan........ (61,953) (3,000) (58,953)
Vested stock options.... 1,022 1,022
---------- -------- -------- -------- -------
BALANCE, SEPTEMBER 30,
2001................... $1,224,144 $139,634 $161,820 $879,802 $42,888
========== ======== ======== ======== =======
See notes to consolidated financial statements
Page 6
MERCANTILE BANKSHARES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1) The consolidated financial statements, which include the accounts of the
Corporation and all of its affiliates, are prepared in conformity with
accounting principles generally accepted in the United States of America and
follow general practice within the banking industry. In the opinion of
management, the consolidated financial statements include all adjustments
necessary for a fair presentation of the results for the interim period.
These adjustments are of a normal recurring nature and include adjustments
to eliminate all significant intercompany transactions. In view of the
changing conditions in the national economy, the effect of actions taken by
regulatory authorities and normal seasonal factors, the results for the
interim period are not necessarily indicative of annual performance. For
comparability, certain prior period amounts have been reclassified to
conform with current period presentation.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and contingent assets and liabilities at the date
of the financial statements, and the disclosure of revenues and expenses
during the reporting period. These estimates and assumptions are based on
information available as of the date of the financial statements and could
differ from actual results.
2) Basic and diluted earnings per share (EPS) amounts are computed in
accordance with the provisions of Statement of Financial Accounting Standard
No. 128, Earnings per Share. Basic EPS is computed by dividing income
available to common shareholders by the weighted average number of common
shares which were 70,844,309 and 68,791,551 for the first three quarters of
2001 and 2000, respectively, and 70,237,247 and 69,835,471 for the third
quarter of 2001 and 2000, respectively. Diluted EPS is computed using the
same components as in basic EPS with the denominator adjusted for the
dilutive effect of stock options. The adjusted weighted average shares were
71,476,039 and 69,308,001 for the nine months ended September 30, 2001 and
2000, respectively, and 70,863,482 and 70,409,909 for the third quarter of
2001 and 2000, respectively.
3) Under the provisions of Statements of Financial Accounting Standards No. 114
and 118, Accounting by Creditors for Impairment of a Loan, a loan is
considered impaired, based upon current information and events, if it is
probable that the Corporation will not collect all principal and interest
payments according to the contractual terms of the loan agreement.
Generally, a loan is considered impaired once either principal or interest
payments become 90 days past due at the end of a calendar quarter. A loan
may be considered impaired sooner if, in management's judgement, such action
is warranted. The impairment of a loan is measured based upon the present
value of expected future cash flows discounted at the loan's effective
interest rate, or the fair value of the collateral if the repayment is
expected to be provided predominantly by the underlying collateral. A
majority of the Corporation's impaired loans are measured by reference to
the fair value of the collateral. Interest income on impaired loans is
recognized on the cash basis. Information with respect to impaired loans and
the related valuation allowance (if the measure of the impaired loan is less
than the recorded investment) as of September 30, 2001 and December 31, 2000
is shown below. A general allowance for impaired loans, for which no
specific valuation allowance is necessary, is included.
September 30, December 31,
(Dollars in thousands) 2001 2000
------------------------------------------------------------------------------
Impaired loans with a specific valuation
allowance....................................... $ 2,696 $ 3,828
Impaired loans with a general allowance.......... 21,993 17,377
Impaired loans with no valuation allowance....... 7,027 5,788
-------- --------
Total impaired loans............................ $ 31,716 $ 26,993
======== ========
Allowance for loan losses applicable to impaired
loans with a specific valuation allowance....... $ 1,251 $ 1,375
Allowance for loan losses applicable to impaired
loans with a general allowance.................. 3,964 4,889
Allowance for loan losses applicable to other
than impaired loans............................. 135,788 132,348
-------- --------
Total allowance for loan losses................. $141,003 $138,612
======== ========
Year-to-date interest income on impaired loans
recorded on the cash basis...................... $ 257 $ 676
======== ========
Year-to-date average recorded investment in
impaired loans during the period................ $ 31,517 $ 20,156
======== ========
Quarter-to-date interest income on impaired loans
recorded on the cash basis...................... $ 119 $ 482
======== ========
Quarter-to-date average recorded investment in
impaired loans during the period................ $ 32,322 $ 22,013
======== ========
Page 7
Note: Impaired loans do not include large groups of smaller balance
homogeneous loans that are evaluated collectively for impairment (e.g.
residential mortgages and consumer installment loans). The allowance for loan
losses related to these loans is included in the allowance for loan losses
applicable to other than impaired loans.
4) Various commitments to extend credit (lines of credit) are made in the nor-
mal course of banking business. At September 30, 2001, total unused lines
of credit approximated $2,803,080,000. In addition, letters of credit are
issued for the benefit of customers by affiliated banks. Outstanding let-
ters of credit were $194,510,000 at September 30, 2001.
5) The provisions of Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income, established standards for disclosing
comprehensive income in financial statements. The following table
summarizes the related tax effect of unrealized gains (losses) on
securities available-for-sale for the nine months ended September 30, 2001
and 2000. The net amount is included in accumulated other comprehensive
income (loss) in the Statement of Changes in Consolidated Shareholders'
Equity on Page 5.
For the 9 Months Ended September 30,
-------------------------------------------------------
2001 2000
--------------------------- --------------------------
Tax Tax
Pretax (Expense) Net Pretax (Expense) Net
(Dollars in thousands) Amount Benefit Amount Amount Benefit Amount
----------------------------------------------------------------------------------
Unrealized gains
(losses) on securities
available-for-sale:
Unrealized holding gains
(losses) arising during
the period............. $47,224 $(18,309) $28,915 $16,488 $(6,212) $10,276
Reclassification
adjustment for (gains)
losses included in net
income................. (3,135) 1,240 (1,895) (69) 27 (42)
------- -------- ------- ------- ------- -------
Total................... $44,089 $(17,069) $27,020 $16,419 $(6,185) $10,234
======= ======== ======= ======= ======= =======
6) Under the provisions of Statement of Financial Accounting Standards No.
131, Disclosures about Segments of an Enterprise and Related Information,
Mercantile Bankshares Corporation has two reportable segments -- its twenty
Community Banks and Mercantile - Safe Deposit & Trust Company (MSD&T) which
consists of the Banking Division and the Trust Division.
The following tables present selected segment information for the nine
months ended September 30, 2001 and 2000. The components in the "Other"
column consist of amounts for the nonbank affiliates and intercompany
eliminations. Certain expense amounts such as operations overhead have been
reclassified from internal financial reporting in order to provide for full
cost absorption. These reclassifications are shown in the "Adjustments"
line.
For the 9 Months Ended September 30, 2001
---------------------------------------------------------------
MSD&T MSD&T Total Community
(Dollars in thousands) Banking Trust MSD&T Banks Other Total
-----------------------------------------------------------------------------------------
Net interest income..... $98,678 $ -- $ 98,678 $ 215,171 $ (372) $ 313,477
Provision for loan
losses................. (4,743) -- (4,743) (4,487) -- (9,230)
Noninterest income...... 26,880 51,703 78,583 35,413 (6,786) 107,210
Noninterest expenses.... (59,475) (29,983) (89,458) (109,349) 4,150 (194,657)
Adjustments............. 9,645 (1,381) 8,264 (14,914) 6,650 --
------- ------- ---------- ---------- --------- ----------
Income (loss) before
income taxes........... 70,985 20,339 91,324 121,834 3,642 216,800
Income tax (expense)
benefit................ (25,647) (8,136) (33,783) (45,142) (814) (79,739)
------- ------- ---------- ---------- --------- ----------
Net income (loss)....... $45,338 $12,203 $ 57,541 $ 76,692 $ 2,828 $ 137,061
======= ======= ========== ========== ========= ==========
Average assets.......... $3,459,127 $5,834,626 $(167,130) $9,126,623
Average equity.......... 377,602 699,716 118,132 1,195,450
Page 8
For the 9 Months Ended September 30, 2000
-----------------------------------------------------------------
MSD&T MSD&T Total Community
(Dollars in thousands) Banking Trust MSD&T Banks Other Total
-------------------------------------------------------------------------------------------
Net interest income..... $103,640 $ -- $ 103,640 $ 198,533 $ (75) $ 302,098
Provision for loan
losses................. (6,208) -- (6,208) (6,537) -- (12,745)
Noninterest income...... 18,414 51,461 69,875 31,546 (8,198) 93,223
Noninterest expenses.... (53,207) (29,023) (82,230) (101,185) 3,753 (179,662)
Adjustments............. 10,139 (1,811) 8,328 (9,812) 1,484 --
-------- -------- ---------- ---------- --------- ----------
Income (loss) before
income taxes........... 72,778 20,627 93,405 112,545 (3,036) 202,914
Income tax (expense)
benefit................ (26,258) (8,251) (34,509) (40,920) 2,017 (73,412)
-------- -------- ---------- ---------- --------- ----------
Net income (loss)....... $ 46,520 $ 12,376 $ 58,896 $ 71,625 $ (1,019) $ 129,502
======== ======== ========== ========== ========= ==========
Average assets.......... $3,102,932 $5,192,978 $(133,474) $8,162,436
Average equity.......... 355,830 630,758 42,942 1,029,530
7) The Corporation and its bank affiliates are subject to various regulatory
capital requirements administered by the federal and state banking
agencies. These requirements include maintaining certain capital ratios
above minimum levels. These capital ratios include Tier 1 capital and Total
risk-based capital as percents of net risk-weighted assets and Tier 1
capital as a percent of adjusted average total assets (leverage ratio).
Management believes that, as of September 30, 2001, the Corporation and its
bank affiliates exceeded all capital adequacy requirements to which they
are subject.
Capital ratios and the amounts used to calculate them are presented in the
following table for Mercantile Bankshares Corporation (MBC) and
Mercantile - Safe Deposit & Trust Company (MSD&T), as of September 30, 2001
and 2000.
September 30, 2001 September 30, 2000
--------------------- ----------------------
(Dollars in thousands) MBC MSD&T MBC MSD&T
-------------------------------------------------------------------------------
Tier 1 capital.................. $1,069,428 $ 375,248 $1,001,190 $ 359,157
Total risk-based capital........ 1,160,999 413,369 1,087,471 393,367
Net risk-weighted assets........ 6,927,903 2,904,081 6,421,092 2,719,614
Adjusted average total assets... 9,166,460 3,477,351 8,389,912 3,147,639
Tier 1 capital ratio............ 15.44% 12.92% 15.59% 13.21%
Total capital ratio............. 16.76% 14.23% 16.94% 14.46%
Leverage ratio.................. 11.67% 10.79% 11.93% 11.41%
8) On November 8, 2001, Mercantile-Safe Deposit & Trust Company, our lead
bank, settled a public offering of $200,000,000 of its 5.70% Senior Bank
Notes, due 2011. Interest will be payable on May 15th and November 15th of
each year, beginning May 15, 2002. The Bank Notes will mature on November
15, 2011, and will not be redeemable prior to maturity and no sinking fund
will be provided.
Simultaneously, Mercantile-Safe Deposit & Trust Company entered into a swap
agreement with a notional amount of $200,000,000 in which it will receive
5.70% and pay a floating rate based on the three month LIBOR rate.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
MERCANTILE BANKSHARES CORPORATION
Consolidated Financial Results
Mercantile Bankshares Corporation reported that, for the quarter ended
September 30, 2001, net income was $46,079,000, a 1.5% increase over net
income of $45,380,000 for the same period in 2000. Diluted net income per
share was $.65 for the third quarter 2001, an increase of 1.6% from the $.64
reported for the third quarter last year. Diluted cash net income per share,
which excludes amortization of goodwill in the calculation, was $.68 for the
third quarter 2001 as compared to $.67 for the same period in 2000.
Page 9
For the first nine months of 2001, net income was $137,061,000, an increase of
5.8% over the $129,502,000 reported for the comparable period last year.
Diluted net income per share for the first three quarters of 2001 was $1.92, a
2.7% increase over the $1.87 for the same period in 2000. Diluted cash net
income per share was $2.01 for the first three quarters of 2001, an increase
of 4.7% over the $1.92 reported for the same period last year.
Return on average assets for the third quarter was 1.97%, return on average
tangible equity was 17.56% and average tangible equity to average assets was
11.88%. For the nine months ended September 30, 2001, the comparable ratios
were 2.01%, 17.68% and 12.08%, respectively.
In regards to the terrorist attacks of September 11, 2001, the Corporation has
no exposure that it is aware of, to customers who were victims of the attacks.
Mercantile's exposure in specific industries expected to be impacted the most
by the attacks is either nonexistent or not material. The Corporation may,
however, be adversely effected by changes in general economic conditions
resulting from the attacks.
Net Interest Income and Net Interest Margin
Net interest income for the quarter ended September 30, 2001, declined
slightly to $104,599,000 from $104,984,000 the prior year. Although average
loans grew a healthy 9.8%, this growth was offset by a decline in the net
interest margin to 4.77% in the third quarter of 2001 from 5.25% in 2000. The
increase in loans from second quarter 2001 was 1.2%, representing an
annualized growth rate of 4.8%. The decline in net interest margin was
attributable to the 350 basis point reduction in short-term interest rates by
the Federal Reserve during the first three quarters of 2001, with a reduction
of 75 basis points occurring in the third quarter. The Corporation is asset
sensitive, with assets repricing more quickly than liabilities in response to
changes in interest rates. As a result, Mercantile's net interest margin tends
to compress and growth in net interest income tends to slow in a falling
interest rate environment.
Net interest income for the first nine months of 2001 increased to
$313,477,000 or 3.8% over the $302,098,000 for last year. The growth in net
interest income was attributable to strong average loan growth of 13.4%, part
of which was due to the two bank acquisitions completed in the second half of
2000. Partially offsetting the positive impact from loan growth was a decline
in the net interest margin to 4.90%, from 5.27% for the first three quarters
of last year. See the Analysis of Interest Rates and Interest Differentials on
page 13 for further details.
Noninterest Income
For the third quarter 2001, noninterest income increased 17.7% from last year.
Included in this increase was a gain from the sale of equity securities held
in the available-for-sale portfolio. This $1,596,000 gain added one cent,
after tax, to net income per share. Excluding the investment securities gain,
noninterest income increased 12.7%. Trust Division revenues decreased slightly
compared to third quarter last year. The decline in equity markets, as
reflected in the 28% decline in the S&P 500 Index over the past year, had a
negative impact on income from principal fees. New trust business
substantially offset this impact. Mortgage banking revenues more than doubled
from that reported for the third quarter last year, as revenues benefited from
increased volume in residential and multifamily loan originations.
Noninterest income for the first three quarters of 2001 was $107,210,000, a
15.0% increase over the $93,223,000 for the comparable period in 2000.
Included in this increase were gains of $3,135,000 from sales of equity
securities held in the available-for-sale portfolio. Excluding the investment
securities gains, the growth rate was 11.7% for the same period. The largest
increase in noninterest income came from mortgage banking revenues which more
than doubled to $7,967,000.
Noninterest Expenses
Noninterest expenses for the quarter ended September 30, 2001, increased 8.5%
to $66,587,000 from $61,385,000 for the third quarter of 2000. The key measure
of expense management is the efficiency ratio which was 45.3%, calculated
excluding amortization of goodwill. The increase in salaries was partially a
result of increased staff from acquisitions. Employee benefits increased from
the prior year due to a general increase in costs for health and welfare
benefit plans. The increase in net occupancy expense was also partially
attributable to acquisitions. Amortization of goodwill increased by 39.7% over
prior year.
Page 10
For the first nine months of 2001, noninterest expenses increased 8.3% to
$194,657,000 from $179,662,000 for the same period last year. Contributing to
the increase in year-to-date noninterest expenses were increases in salaries,
employee benefits and net occupancy expense. Amortization expense for the
first three quarters of 2001 increased 101.5% due to prior year's bank
acquisitions.
Analysis of Financial Condition
At September 30, 2001, total assets increased 5.9% to $9,468,004,000 compared
to $8,938,030,000 at December 31, 2000. Loans at September 30, 2001 were
$6,900,139,000, an increase of 3.1% from the $6,693,294,000 level at December
31, 2000.
Total deposits increased 6.6% to $7,247,724,000 as of September 30, 2001 from
$6,796,541,000 at year-end 2000. Interest-bearing deposits were
$5,458,235,000, an increase of 4.9% from December 31, 2000. Interest-bearing
deposits at September 30, 2001 were 75.3% of total deposits and at December
31, 2000 they were 76.6%. Noninterest-bearing deposits increased 12.3% to
$1,789,489,000 as of September 30, 2001, compared to $1,593,503,000 at the end
of 2000.
Total shareholders' equity increased 4.3% to $1,224,144,000 at September 30,
2001, from $1,173,301,000 at December 31, 2000. The increase in shareholders'
equity is net of 1,500,000 shares that were repurchased during the third
quarter of 2001. For more details see the Statement of Changes in Consolidated
Shareholders' Equity on page 5.
Asset Quality
Nonperforming Assets
Nonperforming assets consist of nonaccrual loans, renegotiated loans and other
real estate owned (i.e., real estate acquired in foreclosure or in lieu of
foreclosure). With respect to nonaccrual loans, the Corporation's policy is
that, regardless of the value of the underlying collateral and/or guarantees,
no interest is accrued on the entire balance once either principal or interest
payments on any loan become 90 days past due at the end of a calendar quarter.
All accrued and uncollected interest on such loans is eliminated from the
income statement and is recognized only as collected. A loan may be put on
nonaccrual status sooner than this standard if, in management's judgement,
such action is warranted. During the nine months ended September 30, 2001,
nonperforming assets increased $2,869,000 to $34,239,000. Nonperforming loans,
one of the components of nonperforming assets, increased $3,679,000 while
other real estate owned, the other component, decreased $810,000.
Nonperforming assets as a percent of period-end loans and other real estate
owned was .50% at September 30, 2001 and .47% at the end of last year.
Nonperforming assets reported at September 30, 2001 compared favorably to the
$38,404,000 or .55% of period-end loans reported at June 30, 2001.
The table below presents a comparison of nonperforming assets at September 30,
2001 and December 31, 2000.
Nonperforming Assets September 30, December 31,
(Dollars in thousands) 2001 2000
------------------------------------------------------------------------------
Nonaccrual loans (1).............................. $34,044 $30,365
Renegotiated loans (1)............................ -- --
Loans contractually past due 90 days or more and
still accruing interest.......................... -- --
------- -------
Total nonperforming loans...................... 34,044 30,365
Other real estate owned........................... 195 1,005
------- -------
Total nonperforming assets..................... $34,239 $31,370
======= =======
Nonperforming assets as a percent of period-end
loans and other real estate owned................ .50% .47%
======= =======
(1) Aggregate gross interest income of $2,531,000 and $3,276,000 for the first
three quarters of 2001 and the year 2000, respectively, on nonaccrual and
renegotiated loans, would have been recorded if these loans had been
accruing on their original terms throughout the period or since
origination if held for part of the period. The amount of interest income
on the nonaccrual and renegotiated loans that was recorded totalled
$491,000 and $1,126,000 for the first nine months of 2001 and the year
2000, respectively.
Note: The Corporation was monitoring loans estimated to aggregate $4,571,000
at September 30, 2001 and $3,778,000 at December 31, 2000, not classified as
nonaccrual or renegotiated loans. These loans had characteristics which
indicated they might result in such classification in the future.
Page 11
Allowance and Provision for Loan Losses
Each Mercantile Bankshares Corporation (MBC) affiliate is required to maintain
an allowance for loan losses adequate to absorb inherent losses in the loan
portfolio. Management at each affiliate, along with MBC management, maintains
a regular overview to assure that adequacy. On a periodic basis, significant
credit exposures, nonperforming loans, impaired loans, historical losses by
loan type and various statistical measurements of asset quality are examined
to assure the adequacy of the allowance for loan losses.
The allowance for loan losses has been established through provisions for loan
losses charged against income. The provision for loan losses for the first
three quarters of 2001 was $9,230,000 and $12,745,000 for the same period last
year. Loans deemed to be uncollectible are charged against the allowance for
loan losses and any subsequent recoveries are credited to the allowance.
Intensive collection efforts continue after charge-off in order to maximize
recovery amounts. Net charge-offs were $6,839,000 for the first nine months of
2001 compared to $1,193,000 for the same period in 2000. A substantial portion
of the loans charged off during 2001 related to one lease financing
receivable. The allowance for loan losses to period-end loans was 2.04% at
September 30, 2001 and 2.07% at the end of the third quarter of last year.
The following table presents a summary of the activity in the Allowance for
Loan Losses:
For the 9 Months Ended For the 3 Months Ended
September 30, September 30,
Allowance for Loan Losses ------------------------ ----------------------
(Dollars in thousands) 2001 2000 2001 2000
--------------------------------------------------------------------------------
Allowance balance --
beginning.................. $ 138,612 $ 117,997 $ 143,605 $ 126,508
Allowance of acquired bank... -- 3,660 -- 3,660
Charge-offs:
Commercial.................. (614) (1,635) (321) (1,498)
Real estate --
construction.............. -- (11) -- --
Real estate -- mortgage..... (112) (497) (33) (32)
Consumer.................... (2,432) (2,012) (907) (739)
Lease financing............. (5,828) -- (5,175) --
----------- ----------- ---------- ----------
Total...................... (8,986) (4,155) (6,436) (2,269)
----------- ----------- ---------- ----------
Recoveries:
Commercial.................. 535 1,344 100 660
Real estate --
construction.............. 66 176 37 1
Real estate -- mortgage..... 205 319 33 13
Consumer.................... 1,341 1,123 563 320
Lease financing............. -- -- -- --
----------- ----------- ---------- ----------
Total...................... 2,147 2,962 733 994
----------- ----------- ---------- ----------
Net (charge-
offs)/recoveries............ (6,839) (1,193) (5,703) (1,275)
Provision for loan losses.... 9,230 12,745 3,101 4,316
----------- ----------- ---------- ----------
Allowance balance -- ending.. $ 141,003 $ 133,209 $ 141,003 $ 133,209
=========== =========== ========== ==========
Average loans................ $ 6,849,998 $ 6,042,438 $6,939,110 $6,320,282
=========== =========== ========== ==========
Net (charge-
offs)/recoveries --
annualized as a percent of
average loans............... .13% .03% .33% .08%
=========== =========== ========== ==========
Period-end loans............. $ 6,900,139 $ 6,436,612
=========== ===========
Allowance for loan losses as
a percent of period-end
loans....................... 2.04% 2.07%
=========== ===========
Recent FASB Pronouncements
On July 20, 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 141, Business Combinations and SFAS
No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 eliminates the
pooling-of-interests method of accounting for business combinations, with
limited exceptions for combinations initiated prior to July 1, 2001.
Additionally, it further clarifies the criteria for recognition of intangible
assets separately from goodwill. This Statement is effective for business
combinations completed after June 30, 2001.
Page 12
SFAS No. 142 discontinues the amortization of goodwill and intangible assets
with indefinite lives. Instead these assets will be subject to at least an
annual impairment review, and more frequently if certain impairment indicators
are in evidence. Mercantile Bankshares will adopt SFAS No. 142 on January 1,
2002. Based on current amortization schedules, application of the
nonamortization provisions of the Statement is expected to result in
additional net income of $7.8 million for the year ended December 31, 2002.
The first of the required impairment tests of goodwill will be performed
during 2002. The impact, if any, of these impairment tests on the 2002
financial statements has not yet been assessed.
SFAS No. 143, Accounting for Asset Retirement Obligations, was issued in June
2001. This Statement addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and
associated retirement costs. It requires that the fair value of a liability
for an asset retirement obligation be recognized in the period in which it is
incurred and the associated asset retirement costs be capitalized as part of
the carrying amount of the long-lived asset. This Statement is effective for
financial statements issued for fiscal years beginning after June 15, 2002.
SFAS No. 143 is not expected to have a material effect on the Corporation's
financial statements.
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
was issued in August 2001. This Statement addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. It also
establishes a single accounting model for long-lived assets to be disposed of
by sale, which includes long-lived assets that are part of a discontinued
operation. This Statement is effective for financial statements issued for
fiscal years and interim periods beginning after December 15, 2001. SFAS No.
144 is not expected to have a material effect on the Corporation's financial
statements.
Cautionary Statement
This report contains forward-looking statements within the meaning of and
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. A forward-looking statement encompasses any estimate,
prediction, opinion or statement of belief contained in this report, and the
underlying management assumptions. Such statements in this report include
identification of trends, loan growth, comments on adequacy of the allowance
for loan losses, effects of asset sensitivity and interest rate changes, and
information concerning market risk referenced in Item 3. Forward-looking
statements are based on current expectations and assessments of potential
developments affecting market conditions, interest rates and other economic
conditions, and results may ultimately vary from the statements made in this
report.
Page 13
MERCANTILE BANKSHARES CORPORATION
ANALYSIS OF INTEREST RATES AND INTEREST DIFFERENTIALS
The following table presents the distribution of the average consolidated
balance sheets, interest income/expense and annualized yields earned and rates
paid through the first nine months of 2001 and 2000.
2001 2000
---------------------------- ----------------------------
Average Income*/ Yield*/ Average Income*/ Yield*/
(Dollars in thousands) Balance Expense Rate Balance Expense Rate
-----------------------------------------------------------------------------------
Earning assets
Loans:
Commercial............ $2,366,886 $148,639 8.40% $2,195,136 $152,490 9.28%
Real estate........... 3,682,316 225,005 8.17 3,111,515 202,398 8.69
Consumer.............. 800,796 50,824 8.49 735,787 47,721 8.66
---------- -------- ---------- --------
Total loans......... 6,849,998 424,468 8.28 6,042,438 402,609 8.90
---------- -------- ---------- --------
Federal funds sold..... 105,641 3,295 4.17 27,965 1,313 6.27
Securities purchased
under resale
agreements............ 2,930 75 3.42 -- -- --
Securities:**
Taxable securities
U.S. Treasury
securities.......... 1,331,986 55,096 5.53 1,565,008 65,649 5.60
U.S. Agency
securities.......... 300,149 13,794 6.14 73,453 3,683 6.70
Other stocks and
bonds............... 60,906 3,608 7.92 32,882 2,003 8.14
Tax-exempt securities
States and political
subdivisions........ 40,603 2,492 8.21 20,892 1,290 8.25
---------- -------- ---------- --------
Total securities.... 1,733,644 74,990 5.78 1,692,235 72,625 5.73
---------- -------- ---------- --------
Interest-bearing
deposits in other
banks................. 368 14 5.12 153 6 4.94
---------- -------- ---------- --------
Total earning
assets............. 8,692,581 502,842 7.73 7,762,791 476,553 8.20
-------- --------
Cash and due from
banks.................. 213,652 223,688
Bank premises and
equipment, net......... 103,304 97,539
Other assets............ 259,555 202,813
Less: allowance for loan
losses................. (142,469) (124,395)
---------- ----------
Total assets........ $9,126,623 $8,162,436
========== ==========
Interest-bearing
liabilities
Deposits:
Savings deposits...... $2,422,166 32,425 1.79 $2,346,591 36,090 2.05
Time deposits $100,000
and over............. 1,153,200 49,631 5.75 817,927 36,371 5.94
Other time deposits... 1,825,978 76,185 5.58 1,505,162 57,771 5.13
---------- -------- ---------- --------
Total interest-
bearing deposits... 5,401,344 158,241 3.92 4,669,680 130,232 3.73
Short-term borrowings.. 739,080 21,816 3.95 859,715 36,022 5.60
Long-term debt......... 89,669 4,425 6.60 86,045 4,304 6.68
---------- -------- ---------- --------
Total interest-
bearing funds...... 6,230,093 184,482 3.96 5,615,440 170,558 4.06
-------- --------
Noninterest-bearing
deposits............... 1,585,413 1,419,046
Other liabilities and
accrued expenses....... 115,667 98,420
---------- ----------
Total liabilities... 7,931,173 7,132,906
Shareholders' equity.... 1,195,450 1,029,530
---------- ----------
Total liabilities
and shareholders'
equity............. $9,126,623 $8,162,436
========== ==========
Net interest income..... $318,360 $305,995
======== ========
Net interest rate
spread................. 3.77% 4.14%
Effect of noninterest-
bearing funds.......... 1.13 1.13
---- ----
Net interest margin on
earning assets......... 4.90% 5.27%
==== ====
Taxable-equivalent
adjustment included in:
Loan income........... $ 3,767 $ 3,248
Investment securities
income............... 1,116 649
-------- --------
Total............... $ 4,883 $ 3,897
======== ========
*Presented on a tax-equivalent basis using the statutory federal corporate
income tax rate of 35%.
**Balances reported at amortized cost; excludes pretax unrealized gains
(losses) on securities available-for-sale.
Page 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Information responsive to this Item as of December 31, 2000 appears under the
captions "Asset/Liability and Liquidity Management", "Interest Rate
Sensitivity Analysis" and "Earnings Simulation Model Projections" on pages 20-
22 of the registrant's 2000 Annual Report to Shareholders, filed as Exhibit 13
to registrant's Annual Report on Form 10-K for the year ended December 31,
2000. The information in the Annual Report disclosed that the Corporation was
asset sensitive, with net interest income decreasing in a declining rate
environment. With the reduction in short-term interest rates by the Federal
Reserve during 2001, the Corporation's banking affiliates, as well as the
industry in general, are finding it increasingly difficult to reduce the
interest rates paid on core deposits. As a result, the Corporation remains
asset sensitive and subject to compression of the net interest margin in a
declining rate environment.
PART II. OTHER INFORMATION
Item 5. Other Information
The 2002 Annual Meeting of Stockholders of the registrant is expected to be
held on April 24, 2002.
Item 6. Exhibits and Reports on Form 8-K
(b) Form 8-K filed, dated July 19, 2001, Item 5.
Page 15
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.
MERCANTILE BANKSHARES CORPORATION
November 8, 2001 Principal Executive Officer
/s/ Edward J. Kelly, III
_________________________________________
By: Edward J. Kelly, III
President and
Chief Executive Officer
November 8, 2001 Principal Financial Officer
/s/ Terry L. Troupe
_________________________________________
By: Terry L. Troupe
Chief Financial Officer
November 8, 2001 Chief Accounting Officer
/s/ Diana E. Nelson
_________________________________________
By: Diana E. Nelson
Controller and Chief Accounting Officer