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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2004

 

OR

 

o

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
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

2 Hopkins Plaza
Baltimore, Maryland 21201

(Address of principal executive offices) (Zip Code)

 

(410) 237-5900

(Registrant’s telephone number, including area code)

 

NONE

(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 ý  No o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý  No o

 

As of July 31, 2004, 79,092,605 shares of registrant’s Common Stock, $2 par value per share, were outstanding.

 

 



 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

 

MERCANTILE BANKSHARES CORPORATION

CONSOLIDATED BALANCE SHEETS

 

(Dollars in thousands, except per share data)

 

June 30,
2004

 

December 31,
2003

 

June 30,
2003

 

ASSETS

 

 

 

 

 

 

 

Cash and due from banks

 

$

296,046

 

$

321,882

 

$

350,833

 

Interest-bearing deposits in other banks

 

158

 

14,583

 

258

 

Federal funds sold

 

125,000

 

26,236

 

324,274

 

Securities purchased under resale agreements

 

 

 

100,000

 

Total cash and cash equivalents

 

421,204

 

362,701

 

775,365

 

Investment securities available-for-sale (Note 4)

 

3,014,862

 

3,123,514

 

2,692,101

 

Investment securities held-to-maturity (Note 4)

 

50,699

 

49,417

 

51,189

 

Total investment securities

 

3,065,561

 

3,172,931

 

2,743,290

 

Loans held-for-sale

 

747

 

14,925

 

85,740

 

Loans:

 

 

 

 

 

 

 

Commercial

 

2,723,066

 

2,577,021

 

2,314,680

 

Commercial real estate

 

2,910,749

 

2,738,832

 

2,145,959

 

Construction

 

1,129,208

 

1,064,021

 

887,237

 

Residential real estate

 

1,468,804

 

1,335,375

 

1,092,785

 

Consumer

 

1,472,300

 

1,482,860

 

1,031,760

 

Lease financing

 

57,983

 

74,051

 

88,510

 

Total loans

 

9,762,110

 

9,272,160

 

7,560,931

 

Less: allowance for loan losses

 

(158,431

)

(155,337

)

(142,261

)

Loans, net

 

9,603,679

 

9,116,823

 

7,418,670

 

Bank premises and equipment, less accumulated depreciation of $156,722 (June 2004), $152,771 (December 2003) and $124,171 (June 2003)

 

141,523

 

140,922

 

104,099

 

Other real estate owned, net

 

402

 

191

 

376

 

Goodwill, net (Note 7)

 

517,615

 

522,173

 

119,730

 

Other intangible assets, net (Note 7)

 

52,478

 

56,223

 

16,107

 

Other assets

 

326,936

 

308,583

 

232,924

 

Total assets

 

$

14,130,145

 

$

13,695,472

 

$

11,496,301

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

$

3,043,242

 

$

2,750,721

 

$

2,276,408

 

Interest-bearing deposits

 

7,600,452

 

7,511,832

 

6,359,166

 

Total deposits

 

10,643,694

 

10,262,553

 

8,635,574

 

Short-term borrowings

 

891,879

 

809,021

 

816,309

 

Accrued expenses and other liabilities

 

115,705

 

134,735

 

90,291

 

Long-term debt

 

637,570

 

647,722

 

578,533

 

Total liabilities

 

12,288,848

 

11,854,031

 

10,120,707

 

 

 

 

 

 

 

 

 

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 shares - 79,088,986 (June 2004), 79,772,705 (December 2003) and 69,093,254 (June 2003); restricted shares - 137,278 (June 2004), 121,369 (December 2003) and 171,369 (June 2003)

 

158,178

 

159,545

 

138,187

 

Capital surplus

 

522,758

 

548,664

 

128,714

 

Retained earnings

 

1,168,462

 

1,110,748

 

1,063,381

 

Accumulated other comprehensive income (loss)

 

(8,101

)

22,484

 

45,312

 

Total shareholders’ equity

 

1,841,297

 

1,841,441

 

1,375,594

 

Total liabilities and shareholders’ equity

 

$

14,130,145

 

$

13,695,472

 

$

11,496,301

 

 

See notes to consolidated financial statements

 

2



 

MERCANTILE BANKSHARES CORPORATION

STATEMENTS OF CONSOLIDATED INCOME

 

 

 

For the 6 Months
Ended  June 30,

 

For the 3 Months
Ended  June 30,

 

(Dollars in thousands, except per share data)

 

2004

 

2003

 

2004

 

2003

 

INTEREST INCOME

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

261,176

 

$

222,954

 

$

132,116

 

$

111,962

 

Interest and dividends on investment securities:

 

 

 

 

 

 

 

 

 

Taxable interest income

 

53,566

 

53,822

 

26,165

 

26,638

 

Tax-exempt interest income

 

1,697

 

964

 

820

 

497

 

Dividends

 

561

 

428

 

300

 

199

 

Other investment income (losses)

 

2,969

 

2,882

 

(372

)

2,318

 

Total interest and dividends on investment securities

 

58,793

 

58,096

 

26,913

 

29,652

 

Other interest income

 

764

 

2,040

 

589

 

1,314

 

Total interest income

 

320,733

 

283,090

 

159,618

 

142,928

 

INTEREST EXPENSE

 

 

 

 

 

 

 

 

 

Interest on deposits

 

40,640

 

48,579

 

19,873

 

23,450

 

Interest on short-term borrowings

 

2,899

 

3,014

 

1,480

 

1,469

 

Interest on long-term debt

 

10,460

 

7,648

 

5,205

 

5,286

 

Total interest expense

 

53,999

 

59,241

 

26,558

 

30,205

 

NET INTEREST INCOME

 

266,734

 

223,849

 

133,060

 

112,723

 

Provision for loan losses

 

4,779

 

6,067

 

2,353

 

3,051

 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

 

261,955

 

217,782

 

130,707

 

109,672

 

NONINTEREST INCOME

 

 

 

 

 

 

 

 

 

Investment and wealth management

 

44,919

 

36,873

 

22,936

 

19,508

 

Service charges on deposit accounts

 

20,470

 

16,371

 

10,351

 

8,311

 

Mortgage banking related fees

 

5,233

 

4,895

 

2,293

 

2,507

 

Investment securities gains

 

535

 

7,351

 

590

 

6,536

 

Other income

 

30,278

 

17,800

 

15,380

 

8,575

 

Total noninterest income

 

101,435

 

83,290

 

51,550

 

45,437

 

NONINTEREST EXPENSES

 

 

 

 

 

 

 

 

 

Salaries

 

89,477

 

70,732

 

44,689

 

36,317

 

Employee benefits

 

23,441

 

18,747

 

10,928

 

9,319

 

Net occupancy expense of bank premises

 

11,879

 

8,315

 

5,819

 

4,219

 

Furniture and equipment expenses

 

14,937

 

13,542

 

7,573

 

6,743

 

Communications and supplies

 

8,499

 

6,617

 

4,195

 

3,181

 

Other expenses

 

38,520

 

28,877

 

20,163

 

17,270

 

Total noninterest expenses

 

186,753

 

146,830

 

93,367

 

77,049

 

Income before income taxes

 

176,637

 

154,242

 

88,890

 

78,060

 

Applicable income taxes

 

64,627

 

55,246

 

32,577

 

28,050

 

NET INCOME

 

$

112,010

 

$

98,996

 

$

56,313

 

$

50,010

 

NET INCOME PER SHARE OF COMMON STOCK (Note 3):

 

 

 

 

 

 

 

 

 

Basic

 

$

1.41

 

$

1.44

 

$

0.71

 

$

0.73

 

Diluted

 

$

1.40

 

$

1.43

 

$

0.71

 

$

0.72

 

DIVIDENDS PAID PER COMMON SHARE

 

$

0.68

 

$

0.63

 

$

0.35

 

$

0.33

 

 

See notes to consolidated financial statements

 

3



 

MERCANTILE BANKSHARES CORPORATION

STATEMENTS OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY

 

For The Six Months Ended June 30, 2004 and 2003

 

(Dollars in thousands, except per share data)

 

Total

 

Common
Stock

 

Capital
Surplus

 

Retained
Earnings

 

Accumulated
Other
Comprehensive
Income (Loss)

 

BALANCE, DECEMBER 31, 2002

 

$

1,324,358

 

$

137,672

 

$

120,577

 

$

1,010,248

 

$

55,861

 

Net income

 

98,996

 

 

 

 

 

98,996

 

 

 

Unrealized gains (losses) on securities available-for-sale, net of reclassification adjustment, net of taxes

 

(10,549

)

 

 

 

 

 

 

(10,549

)

Comprehensive income

 

88,447

 

 

 

 

 

 

 

 

 

Cash dividends paid:

 

 

 

 

 

 

 

 

 

 

 

Common stock ($.63 per share)

 

(43,365

)

 

 

 

 

(43,365

)

 

 

Issuance of 60,823 shares for dividend reinvestment and stock purchase plan

 

2,119

 

122

 

1,997

 

 

 

 

 

Issuance of 12,249 shares for employee stock purchase dividend reinvestment plan

 

455

 

25

 

430

 

 

 

 

 

Issuance of 89,053 shares for employee stock option plan

 

1,540

 

177

 

1,363

 

 

 

 

 

Issuance of 100,537 shares for restricted stock awards

 

3,561

 

202

 

3,359

 

 

 

 

 

Deferred compensation – restricted stock awards

 

(2,498

)

 

 

 

 

(2,498

)

 

 

Purchase of 5,500 shares under stock repurchase plan

 

(212

)

(11

)

(201

)

 

 

 

 

Vested stock options

 

1,189

 

 

1,189

 

 

 

BALANCE, JUNE 30, 2003

 

$

1,375,594

 

$

138,187

 

$

128,714

 

$

1,063,381

 

$

45,312

 

BALANCE, DECEMBER 31, 2003

 

$

1,841,441

 

$

159,545

 

$

548,664

 

$

1,110,748

 

$

22,484

 

Net income

 

112,010

 

 

 

 

 

112,010

 

 

 

Unrealized gains (losses) on securities available-for-sale, net of reclassification adjustment, net of taxes

 

(30,585

)

 

 

 

 

 

 

(30,585

)

Comprehensive income

 

81,425

 

 

 

 

 

 

 

 

 

Cash dividends paid:

 

 

 

 

 

 

 

 

 

 

 

Common stock ($.68 per share)

 

(53,957

)

 

 

 

 

(53,957

)

 

 

Issuance of 61,696 shares for dividend reinvestment and stock purchase plan

 

2,639

 

123

 

2,516

 

 

 

 

 

Issuance of 12,660 shares for employee stock purchase dividend reinvestment plan

 

557

 

25

 

532

 

 

 

 

 

Issuance of 215,631 shares for employee stock option plan

 

3,894

 

432

 

3,462

 

 

 

 

 

Issuance of 26,294 shares for restricted stock awards

 

1,199

 

53

 

1,146

 

 

 

 

 

Deferred compensation, net – restricted stock awards

 

(285

)

 

 

 

 

(285

)

 

 

Transfer opening balance related to directors’ deferred compensation plan

 

6,406

 

 

 

6,406

 

 

 

 

 

Directors’ deferred compensation plan contribution

 

196

 

 

 

196

 

 

 

 

 

Directors’ deferred compensation plan – dividend

 

 

 

 

54

 

(54

)

 

 

Purchase of 1,000,000 shares under stock repurchase plan

 

(44,110

)

(2,000

)

(42,110

)

 

 

 

 

Vested stock options

 

1,892

 

 

1,892

 

 

 

BALANCE, JUNE 30, 2004

 

$

1,841,297

 

$

158,178

 

$

522,758

 

$

1,168,462

 

$

(8,101

)

 

See notes to consolidated financial statements

 

4



 

MERCANTILE BANKSHARES CORPORATION

STATEMENTS OF CONSOLIDATED CASH FLOW

 

Increase (decrease) in cash and cash equivalents

 

For the 6 Months Ended

June 30,

 

(Dollars in thousands)

 

2004

 

2003

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

112,010

 

$

98,996

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Provision for loan losses

 

4,779

 

6,067

 

Depreciation and amortization

 

7,787

 

6,331

 

Amortization of other intangible assets

 

4,088

 

1,409

 

Investment securities gains

 

(535

)

(7,351

)

Write-downs (income) of investments in private equity funds

 

(229

)

188

 

Gains on sales of other real estate owned

 

(13

)

(268

)

Gains on sales of buildings

 

(963

)

(228

)

Net (increase) decrease in assets:

 

 

 

 

 

Interest receivable

 

3,954

 

5,036

 

Other receivables

 

3,751

 

(7,564

)

Bank-owned life insurance

 

(1,579

)

(868

)

Other assets

 

(4,864

)

1,104

 

Loans held-for-sale

 

14,178

 

(85,740

)

Net increase (decrease) in liabilities:

 

 

 

 

 

Interest payable

 

(1,125

)

921

 

Accrued expenses

 

(9,788

)

(2,182

)

Taxes payable

 

(5,278

)

(4,094

)

Net cash provided by operating activities

 

126,173

 

11,757

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Proceeds from maturities of investment securities held-to-maturity

 

3,913

 

4,603

 

Proceeds from maturities of investment securities available-for-sale

 

532,465

 

439,129

 

Proceeds from sales of investment securities  available-for-sale

 

42,055

 

399,958

 

Purchases of investment securities held-to-maturity

 

(5,195

)

(2,401

)

Purchases of investment securities available-for-sale

 

(514,304

)

(954,481

)

Net increase in customer loans

 

(493,705

)

(251,555

)

Proceeds from sales of other real estate owned

 

75

 

268

 

Capital expenditures

 

(5,403

)

(8,376

)

Proceeds from sales of buildings

 

2,594

 

602

 

Business acquisitions (net of cash received)

 

 

(28,530

)

Other investing activity

 

(2,956

)

(1,085

)

Net cash used in investing activities

 

(440,461

)

(401,868

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Net increase in noninterest-bearing deposits

 

292,521

 

189,663

 

Net increase in checking plus interest and savings accounts

 

178,657

 

150,951

 

Net (decrease) increase in certificates of deposit

 

(90,037

)

34,020

 

Net increase (decrease) in short-term borrowings

 

82,858

 

(7,076

)

Proceeds from issuance of long-term debt

 

 

300,000

 

Repayment of long-term debt

 

(231

)

(8,400

)

Proceeds from issuance of shares

 

7,090

 

4,114

 

Repurchase of common shares

 

(44,110

)

(212

)

Dividends paid

 

(53,957

)

(43,365

)

Net cash provided by financing activities

 

372,791

 

619,695

 

Net increase in cash and cash equivalents

 

58,503

 

229,584

 

Cash and cash equivalents at beginning of period

 

362,701

 

545,781

 

Cash and cash equivalents at end of period

 

$

421,204

 

$

775,365

 

SUPPLEMENTAL INFORMATION

 

 

 

 

 

Cash payments for interest

 

$

55,125

 

$

58,321

 

Cash payments for income taxes

 

62,571

 

50,199

 

 

See notes to consolidated financial statements

 

5



 

MERCANTILE BANKSHARES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1. Basis of Presentation

 

The consolidated financial statements, which include the accounts of Mercantile Bankshares Corporation (“Bankshares”) (Nasdaq: MRBK) 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 interim period.  These adjustments are of a normal 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 in the financial statements, and the disclosure of revenue and expenses during the reporting period.  These assumptions are based on information available as of the date of the financial statements and could differ from actual results.  See Annual Report on Form 10-K for more detail.

 

2. Business Combinations

 

The following provides information concerning acquisitions. These acquisitions were accounted for as purchases. The results of operations of these acquisitions subsequent to the acquisition dates are included in Bankshares’ Statements of Consolidated Income. Individually, the results of operations of these acquisitions prior to the acquisition dates were not material to Bankshares’ results of operations.

 

In March and April 2003, Bankshares acquired in separate transactions, Boyd Watterson Asset Management LLC (“BW”), an investment management firm, and Peremel & Company, Inc. (“Peremel”), a directed and discount brokerage company.  In the aggregate, the companies were purchased for approximately $29 million in cash.  The BW acquisition has a potential additional contingent payment of up to $8.6 million which, if paid, will be recorded as goodwill.  The contingent payment will be recorded assuming certain metrics are met and becomes payable three years from the acquisition date.  Bankshares finalized and recorded approximately $10.1 million of identified intangibles, mostly client relationships, as a result of these acquisitions.  These intangibles are being amortized on a straight-line basis over a range of three to eight years.  Goodwill recorded on these transactions totaled approximately $18.0 million at June 30, 2004.

 

On August 12, 2003, Bankshares completed its acquisition of F&M Bancorp (“F&M”), a bank holding company headquartered in Frederick, Maryland.  The total consideration paid to F&M shareholders in connection with the acquisition was $124.1 million in cash and 10.4 million shares of Bankshares’ common stock.  F&M transactions have been included in Bankshares’ financial results since August 13, 2003.  Acquired assets on August 12, 2003 totaled $2.2 billion, including $1.4 billion of loans and leases; liabilities assumed were $2.0 billion, including $1.7 billion of deposits. As of June 30, 2004, Bankshares had recorded $395.8 million of goodwill, $36.0 million of core deposit intangible, $5.8 million of mostly client relationship intangibles (relating to the two insurance subsidiaries) and $1.1 million in a trademark intangible. The weighted average amortization period for the newly-acquired core deposit intangible is nine years, and the client-relationship identified intangible ranges from three to fifteen years. On October 24, 2003, certain assets and liabilities of F&M were transferred to other Bankshares affiliates in order to align customers’ accounts with the Bankshares’ affiliate serving the geographic area where those customers reside.

 

6



 

3. Earnings Per Share

 

Basic earnings per share (“EPS”) are computed by dividing income available to common shareholders by weighted average common shares outstanding.  Diluted EPS are computed using the same components as basic EPS with the denominator adjusted for the dilutive effect of stock awards.  The following tables provide reconciliation between the computation of basic EPS and diluted EPS for the six months and quarters ended June 30, 2004 and 2003, respectively.

 

 

 

For the 6 Months Ended June 30,

 

 

 

2004

 

2003

 

(In thousands, except per share data)

 

Net
Income

 

Weighted Average
Common Shares

 

EPS

 

Net
Income

 

Weighted Average
Common Shares

 

EPS

 

Basic EPS

 

$

112,010

 

79,422

 

$

1.41

 

$

98,996

 

68,815

 

$

1.44

 

Dilutive effect of stock options and restricted stock awards

 

 

 

510

 

 

 

 

 

438

 

 

 

Vested directors deferred compensation plan shares

 

 

 

75

 

 

 

 

 

 

 

 

Diluted EPS

 

$

112,010

 

80,007

 

$

1.40

 

$

98,996

 

69,253

 

$

1.43

 

 

 

 

For the 3 Months Ended June 30,

 

 

 

2004

 

2003

 

(In thousands, except per share data)

 

Net
Income

 

Weighted Average
Common Shares

 

EPS

 

Net
Income

 

Weighted Average
Common Shares

 

EPS

 

Basic EPS

 

$

56,313

 

79,119

 

$

0.71

 

$

50,010

 

68,860

 

$

0.73

 

Dilutive effect of stock options and restricted stock awards

 

 

 

483

 

 

 

 

 

458

 

 

 

Vested directors deferred compensation plan shares

 

 

 

149

 

 

 

 

 

 

 

 

Diluted EPS

 

$

56,313

 

79,751

 

$

0.71

 

$

50,010

 

69,318

 

$

0.72

 

 

Antidilutive options and awards excluded from the computation of diluted earnings per share were 445,909 and 238,838 for the six months ended June 30, 2004 and 2003, respectively, and 593,500 and 249,978 for the second quarter of 2004 and 2003, respectively.

 

4. Investment Securities

 

The amortized cost and fair value of investment securities at June 30, 2004, December 31, 2003 and June 30, 2003 are shown below:

 

 

 

June 30, 2004

 

December 31, 2003

 

June 30, 2003

 

(Dollars in thousands)

 

Amortized
Cost

 

Fair
Value

 

Amortized
Cost

 

Fair
Value

 

Amortized
Cost

 

Fair
Value

 

Securities available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury

 

$

761,492

 

$

770,566

 

$

823,356

 

$

845,754

 

$

950,507

 

$

988,831

 

U.S. Government agencies

 

805,462

 

806,149

 

778,916

 

793,611

 

657,177

 

685,061

 

Mortgage-backed securities

 

1,246,021

 

1,221,506

 

1,288,109

 

1,283,630

 

927,625

 

933,508

 

States and political subdivisions

 

69,019

 

69,284

 

77,897

 

79,870

 

449

 

477

 

Other investments

 

145,375

 

147,357

 

118,948

 

120,649

 

83,694

 

84,224

 

Total

 

$

3,027,369

 

$

3,014,862

 

$

3,087,226

 

$

3,123,514

 

$

2,619,452

 

$

2,692,101

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities held-to-maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

States and political subdivisions

 

$

25,663

 

$

26,590

 

$

28,213

 

$

30,115

 

$

36,224

 

$

39,239

 

Other investments

 

25,036

 

25,036

 

21,204

 

21,204

 

14,965

 

14,965

 

Total

 

$

50,699

 

$

51,626

 

$

49,417

 

$

51,319

 

$

51,189

 

$

54,204

 

 

7



 

5. Impaired Loans

 

When scheduled principal or interest payments are past due 90 days or more at quarter-end on any loan, the accrual of interest income is discontinued and subsequent receipts on these loans are recorded as a reduction of principal, and interest income is recorded only once principal recovery is reasonably assured. Previously accrued but uncollected interest on these loans is charged against interest income. Generally a loan may be restored to accruing status when all past due principal, interest and late charges have been paid and the bank expects repayment of the remaining contractual principal and interest.

 

 Under Statements of Financial Accounting Standards (SFAS) Nos. 114 and 118, “Accounting by Creditors for Impairment of a Loan-an amendment of FASB Statements No. 5 and 15,” a loan is considered impaired, based on current information and events, if it is probable that Bankshares will not collect all principal and interest payments according to the contractual terms of the loan agreement. The impairment of a loan is measured based on 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 Bankshares’ impaired loans are measured by reference to the fair value of the collateral. Information with respect to impaired loans and the related valuation allowance (if the measure of the impaired loan is less than the recorded investment) at June 30, 2004, December 31, 2003 and June 30, 2003 is shown below.  See Annual Report on Form 10-K for more detail.

 

(Dollars in thousands)

 

June 30,
2004

 

December 31,
2003

 

June 30,
2003

 

Impaired loans with a specific valuation allowance

 

$

24,864

 

$

26,715

 

$

18,523

 

All other impaired loans

 

12,160

 

18,692

 

15,066

 

Total impaired loans

 

$

37,024

 

$

45,407

 

$

33,589

 

 

 

 

 

 

 

 

 

Specific allowance for loan losses applicable to impaired loans

 

$

14,497

 

$

14,925

 

$

8,840

 

General allowance for loan losses applicable to other than impaired loans

 

143,934

 

140,412

 

133,421

 

Total allowance for loan losses

 

$

158,431

 

$

155,337

 

$

142,261

 

 

 

 

 

 

 

 

 

Year-to-date interest income on impaired loans recorded on the cash basis

 

$

212

 

$

443

 

$

155

 

Year-to-date average recorded investment in impaired loans during the period

 

$

41,116

 

$

31,241

 

$

26,438

 

Quarter-to-date interest income on impaired loans recorded on the cash basis

 

$

109

 

$

223

 

$

58

 

Quarter-to-date average recorded investment in impaired loans during the period

 

$

39,752

 

$

37,382

 

$

28,822

 

 

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 general allowance for loan losses applicable to other than impaired loans.

 

6. Commitments

 

Bankshares is a party to financial instruments that are not reflected in the balance sheet, which include commitments to extend credit and standby letters of credit. Various commitments to extend credit (lines of credit) are made in the normal course of banking business. Letters of credit are issued for the benefit of customers by affiliated banks. These commitments are subject to loan underwriting standards and geographic boundaries consistent with Bankshares’ loans outstanding. Bankshares’ lending activities are concentrated in Maryland, Delaware and Virginia.

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Total commitments to extend credit were $3.9 billion at June 30, 2004, $3.6 billion at December 31, 2003, and $2.8 billion at June 30, 2003.

 

Letters of credit are commitments issued to guarantee the performance of a customer to a third party. Outstanding letters of credit were $320.9 million at June 30, 2004, $281.4 million at December 31, 2003 and $245.2 million at June 30, 2003.  Fees received for issuing letters of credit are deferred and amortized over the life of the commitment.  The fees on letters of credit at June 30, 2004, December 31, 2003, and June 30, 2003 had a carrying value of $1.2 million, $1.0 million and $0.4 million, respectively, representing unamortized fees.

 

8



 

Bankshares’ mortgage banking subsidiary is a Fannie Mae Delegated Underwriting and Servicing lender, and has a loss sharing arrangement for loans originated on behalf of and sold to Fannie Mae.  The unamortized principal balance of the underlying loans totaled $183.9 million, $149.4 million and $123.6 million at June 30, 2004, December 31, 2003 and June 30, 2003, respectively.  No loss reserve has been established for possible losses on loans originated and sold in the secondary market since there have been no losses recognized during the history of this arrangement and no losses were incurred at June 30, 2004.  The mortgage subsidiary also has originated and sold loans with recourse in the event of foreclosure on the underlying real estate.  The unamortized amount of principal balance of loans sold with recourse totaled $2.0 million at June 30, 2004, $2.3 million at December 31, 2003 and $2.8 million at June 30, 2003.  These mortgages are generally in good standing, are well-collateralized and no loss has ensued and no future loss is expected.

 

Bankshares has committed to invest funds in third-party private equity investments. At June 30, 2004, December 31, 2003 and June 30, 2003, $18.7 million, $16.1 million and $18.0 million, respectively, remained unfunded.

 

7. Goodwill and Other Intangible Assets

 

Goodwill decreased by $4.6 million during the second quarter of 2004.  This decrease was related to finalizing F&M’s purchase accounting adjustments.

 

The following table discloses the gross carrying amount and accumulated amortization of intangible assets subject to amortization at June 30, 2004 and December 31, 2003:

 

 

 

June 30, 2004

 

December 31, 2003

 

(Dollars in thousands)

 

Gross carrying
amount

 

Accumulated
amortization

 

Net
amount

 

Gross carrying
amount

 

Accumulated
amortization

 

Net
amount

 

Deposit intangibles

 

$

49,881

 

$

(12,280

)

$

37,601

 

$

49,881

 

$

(9,546

)

$

40,335

 

Mortgage servicing rights

 

2,670

 

(1,957

)

713

 

2,351

 

(1,790

)

561

 

Customer lists and other

 

17,010

 

(2,846

)

14,164

 

17,010

 

(1,683

)

15,327

 

Total

 

$

69,561

 

$

(17,083

)

$

52,478

 

$

69,242

 

$

(13,019

)

$

56,223

 

 

The projections of amortization expense shown for mortgage servicing rights are based on asset balances and the interest rate environment as of June 30, 2004. Future amortization expense may be significantly different depending upon changes in the mortgage servicing portfolio, mortgage interest rates and market conditions.

 

The following table shows the current period and estimated future amortization expense for amortized intangible assets. Identifiable intangible assets are amortized based on estimated lives of up to 15 years. Bankshares recorded $36.0 million of core deposit intangibles and $6.9 million in customer list and other intangibles in conjunction with the F&M acquisition. Management reviews other intangible assets for impairment yearly, or whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For those intangible assets subject to amortization, impairment is indicated if the sum of undiscounted estimated future net cash flow is less than the carrying amount of the asset. Impairment is recognized by writing down the carrying value of the asset. Any impairment recognized in a valuation account is reflected in the income statement in the corresponding period. Bankshares recorded a $124 thousand impairment in the second quarter of 2004 for mortgage servicing rights. The mortgage servicing impairment valuation increased to $293 thousand at June 30, 2004 compared to $169 thousand at December 31, 2003.

 

The following table shows the current period and estimated future amortization expense for amortized intangible assets.

 

(Dollars in thousands)

 

 

 

Core
deposit
intangibles

 

Mortgage
servicing
intangibles

 

Customer lists
and other
intangibles

 

Total

 

Six months ended June 30, 2004 (actual)

 

 

 

$

2,734

 

$

182

 

$

1,172

 

$

4,088

 

Six months ended December 31, 2004 (estimated)

 

 

 

2,734

 

152

 

1,163

 

4,049

 

Twelve months ended December 31, 2004 (estimated)

 

 

 

5,468

 

334

 

2,335

 

8,137

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimate for year ended December 31,

 

2005

 

5,467

 

342

 

2,326

 

8,135

 

 

 

2006

 

5,467

 

219

 

2,083

 

7,769

 

 

 

2007

 

5,209

 

 

 

1,890

 

7,099

 

 

 

2008

 

4,344

 

 

 

1,708

 

6,052

 

 

 

2009

 

4,120

 

 

 

985

 

5,105

 

 

9



 

8. Comprehensive Income

 

The following table summarizes the market value change and related tax effect of unrealized gains (losses) on securities available-for-sale for the six months ended June 30, 2004 and 2003.  The net amount is included in accumulated other comprehensive income (loss) in the Statements of Changes in Consolidated Shareholders’ Equity.

 

 

 

For the 6 Months Ended June 30,

 

 

 

2004

 

2003

 

(Dollars in thousands)

 

Pretax
Amount

 

Tax
(Expense)
Benefit

 

Net
Amount

 

Pretax
Amount

 

Tax
(Expense)
Benefit

 

Net
Amount

 

Unrealized gains (losses) on securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses) arising during the period

 

$

(48,260

)

$

17,998

 

$

(30,262

)

$

(9,484

)

$

3,379

 

$

(6,105

)

Reclassification adjustment for (gains) losses included in net income

 

(535

)

212

 

(323

)

(7,351

)

2,907

 

(4,444

)

Total

 

$

(48,795

)

$

18,210

 

$

(30,585

)

$

(16,835

)

$

6,286

 

$

(10,549

)

 

9. Capital Adequacy

 

Bankshares and its bank affiliates are subject to various regulatory capital adequacy requirements administered by federal and state banking agencies.  These requirements include maintaining certain capital ratios above minimum levels.  These capital ratios include tier I capital and total risk-based capital as percentages of net risk-weighted assets and tier I capital as a percentage of adjusted average total assets (leverage ratio).  The minimum ratios for capital adequacy purposes are 4.00%, 8.00% and 4.00%, for the tier I capital, total capital and leverage ratios, respectively.  To be categorized as well capitalized, a bank must maintain minimum ratios of 6.00%, 10.00% and 5.00%, for its tier I capital, total capital and leverage ratios, respectively.  As of June 30, 2004, Bankshares and all of its bank affiliates exceeded all capital adequacy requirements to be considered well capitalized.

 

Capital ratios and the amounts used to calculate them are presented in the following table for Bankshares and Mercantile-Safe Deposit & Trust Company (MSD&T), the lead bank, as of June 30, 2004 and December 31, 2003.

 

 

 

June 30, 2004

 

December 31, 2003

 

(Dollars in thousands)

 

Bankshares

 

MSD&T

 

Bankshares

 

MSD&T

 

 

 

 

 

 

 

 

 

 

 

Tier I capital

 

$

1,286,355

 

$

401,076

 

$

1,248,492

 

$

396,186

 

Total risk-based capital

 

1,707,056

 

446,391

 

1,666,064

 

440,479

 

Net risk-weighted assets

 

10,552,378

 

3,607,148

 

10,020,487

 

3,529,223

 

Adjusted average total assets

 

13,290,852

 

4,433,480

 

13,011,399

 

4,353,713

 

 

 

 

 

 

 

 

 

 

 

Tier I capital ratio

 

12.19

%

11.12

%

12.46

%

11.23

%

Total capital ratio

 

16.18

%

12.38

%

16.63

%

12.48

%

Leverage ratio

 

9.68

%

9.05

%

9.60

%

9.10

%

 

Bankshares has an ongoing share repurchase program.  At June 30, 2004 there were 476,327 shares remaining for repurchase of the 2,000,000 shares previously authorized by the Board of Directors on December 11, 2001.  For the six months ended June 30, 2004 and the twelve months ended December 31, 2003, 1,000,000 and 5,500 shares, respectively, were repurchased by Bankshares.  In April 2004, Bankshares entered into a privately negotiated agreement for the accelerated repurchase of the one million shares.  Shares repurchased in 2003 were acquired in open market transactions.

 

10



 

10. Segment Reporting

 

Operating segments as defined by SFAS No. 131 Disclosures about Segments of an Enterprise and Related Information are components of an enterprise with separate financial information.  The component engages in business activities from which it derives revenues and incurs expenses and whose operating results management relies on for decision-making and performance assessment. Bankshares has three reportable segments — its 19 Community Banks, MSD&T Banking and Investment and Wealth Management  (IWM).

 

The following tables present selected segment information for the six months ended June 30, 2004 and 2003.  The components in the “Other” column consist of amounts for the nonbanking 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.  F&M is included in the column “Community Banking” whereas BW and Peremel are included in the column “IWM”.

 

 

 

For the 6 Months Ended June 30, 2004

 

 

 

Banking

 

 

 

 

 

 

 

(Dollars in thousands)

 

Community

 

MSD&T

 

Total (1)

 

IWM

 

Other

 

Total

 

Net interest income

 

$

193,063

 

$

71,218

 

$

264,281

 

$

 

$

2,453

 

$

266,734

 

Provision for loan losses

 

256

 

(5,035

)

(4,779

)

 

 

(4,779

)

Noninterest income

 

42,474

 

22,087

 

55,613

 

45,229

 

593

 

101,435

 

Noninterest expenses

 

(111,323

)

(50,389

)

(152,764

)

(33,809

)

(180

)

(186,753

)

Adjustments

 

(3,486

)

11,872

 

8,386

 

(1,926

)

(6,460

)

 

Income (loss) before income taxes

 

120,984

 

49,753

 

170,737

 

9,494

 

(3,594

)

176,637

 

Income tax (expense) benefit

 

(42,009

)

(17,973

)

(59,982

)

(3,797

)

(848

)

(64,627

)

Net income (loss)

 

$

78,975

 

$

31,780

 

$

110,755

 

$

5,697

 

$

(4,442

)

$

112,010

 

Average loans

 

$

6,459,844

 

$

3,021,123

 

$

9,480,967

 

 

$

192

 

$

9,481,159

 

Average earning assets

 

8,793,808

 

4,060,059

 

12,518,189

 

 

105,293

 

12,623,482

 

Average assets

 

9,269,341

 

4,412,700

 

13,227,398

 

 

550,019

 

13,777,417

 

Average deposits

 

7,344,946

 

3,089,790

 

10,299,390

 

 

(66,939

)

10,232,451

 

Average equity

 

939,744

 

444,236

 

1,383,980

 

 

464,858

 

1,848,838

 

 

 

 

For the 6 Months Ended June 30, 2003

 

 

 

Banking

 

 

 

 

 

 

 

(Dollars in thousands)

 

Community

 

MSD&T

 

Total (1)

 

IWM

 

Other

 

Total

 

Net interest income

 

$

153,503

 

$

71,489

 

$

224,992

 

$

 

$

(1,143

)

$

223,849

 

Provision for loan losses

 

(3,109

)

(2,958

)

(6,067

)

 

 

(6,067

)

Noninterest income

 

31,542

 

21,592

 

45,968

 

37,164

 

158

 

83,290

 

Noninterest expenses

 

(78,352

)

(43,929

)

(115,115

)

(30,426

)

(1,289

)

(146,830

)

Adjustments

 

(3,220

)

7,763

 

4,543

 

(1,559

)

(2,984

)

 

Income (loss) before income taxes

 

100,364

 

53,957

 

154,321

 

5,179

 

(5,258

)

154,242

 

Income tax (expense) benefit

 

(34,637

)

(19,443

)

(54,080

)

(2,072

)

906

 

(55,246

)

Net income (loss)

 

$

65,727

 

$

34,514

 

$

100,241

 

$

3,107

 

$

(4,352

)

$

98,996

 

Average loans

 

$

4,527,296

 

$

2,909,487

 

$

7,436,783

 

 

$

253

 

$

7,437,036

 

Average earning assets

 

6,304,570

 

4,032,098

 

10,146,223

 

 

84,427

 

10,230,650

 

Average assets

 

6,624,800

 

4,326,291

 

10,661,253

 

 

119,121

 

10,780,374

 

Average deposits

 

5,359,878

 

3,118,910

 

8,362,812

 

 

(170,611

)

8,192,201

 

Average equity

 

843,198

 

454,182

 

1,297,380

 

 

12,517

 

1,309,897

 

 


(1)  Amounts do not necessarily add due to eliminations.

 

11



 

11. Derivative Instruments and Hedging Activities

 

FASB Statement No. 133 (SFAS No. 133), Accounting for Derivative Instruments and Hedging Activities, FASB Statement No. 138 (SFAS No. 138), Accounting for Certain Derivative Instruments and Certain Hedging Activities — an amendment to FASB Statement No. 133 and FASB Statement No. 149 (SFAS No. 149), Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities  (collectively referred to as derivatives), establishes accounting and reporting standards for derivative instruments and for hedging activities. Bankshares maintains an overall interest rate risk management strategy that incorporates the use of derivative instruments to minimize significant unplanned fluctuations in earnings that are caused by interest rate volatility.  Derivative instruments that are used as part of the interest rate risk management strategy have been restricted to interest rate swaps.  Interest rate swaps generally involve the exchange of fixed-rate and variable-rate interest payments between two parties, based on a common notional principal amount and maturity date. As of June 30, 2004, Bankshares has interest rate swaps to convert its nonprepayable fixed-rate debt to floating-rate debt.  Bankshares also arranges interest rate swaps for commercial loan customers through its capital markets group.  The increase in the number of contracts since December 31, 2003 is related to their activities.

 

The fair value of derivative instruments recorded in other assets was $2.4 million (notional $210.5 million) and $6.6 million (notional $203.1 million) at June 30, 2004 and December 31, 2003, respectively.  The fair value of derivative instruments recorded in other liabilities was $13.3 million (notional $160.5 million) and $8.0 million (notional $150.0 million) at June 30, 2004 and December 31, 2003, respectively.  For the six months ended June 30, 2004, Bankshares recognized a net gain of $6 thousand, which represented the ineffective portion of the fair-value hedge of fixed-rate loans made to borrowers.  For the year ended December 31, 2003, Bankshares recognized a net gain of $70 thousand.  The impact of the hedge decreased interest income $61 thousand in the first six months of 2004 and $167 thousand in 2003.  The fair-value hedges of nonprepayable fixed-rate debt were effective for the reported periods.  The impact of the hedges decreased interest expense $5.7 million in the first six months of 2004 and $8.5 million in 2003.

 

The following tables summarize the gross position of derivatives at June 30, 2004 and December 31, 2003:

 

 

 

 

 

 

 

Weighted Average

 

June 30, 2004 (Dollars in thousands)

 

Number
of Contracts

 

Notional
Amount

 

Years to
Maturity

 

Fixed Rate

 

Variable Rate

 

Fair
Value

 

Gross Position Summary:

 

 

 

 

 

 

 

 

 

 

 

 

 

Pay Fixed/Receive Variable Interest Rate Swaps

 

4

 

$

10,512

 

6.64

 

4.68

%

1.25

%

$

8

 

Receive Fixed/Pay Variable Interest Rate Swaps

 

7

 

360,512

 

7.95

 

5.21

%

1.99

%

(10,862

)

Total

 

11

 

$

371,024

 

7.91

 

 

 

 

 

$

(10,854

)

 

 

 

 

 

 

 

Weighted Average

 

December 31, 2003 (Dollars in thousands)

 

Number
of Contracts

 

Notional
Amount

 

Years to
Maturity

 

Fixed Rate

 

Variable Rate

 

Fair
Value

 

Gross Position Summary:

 

 

 

 

 

 

 

 

 

 

 

 

 

Pay Fixed/Receive Variable Interest Rate Swaps

 

1

 

$

3,108

 

0.33

 

9.38

%

4.00

%

$

(64

)

Receive Fixed/Pay Variable Interest Rate Swaps

 

3

 

350,000

 

8.44

 

5.21

%

1.98

%

(1,366

)

Total

 

4

 

$

353,108

 

8.37

 

 

 

 

 

$

(1,430

)

 

Mortgage loans held-for-sale have inherent forward contract (agreements to sell or purchase loans at a specific rate or yield) characteristics. Risk may arise from the corresponding parties’ inability to meet the terms of their contracts and from movement in interest rates. Bankshares had forward commitments to sell and fund individual fixed-rate and variable-rate mortgage loans that are reported at fair value. The fair value adjustments were not material at June 30, 2004 and December 31, 2003.

 

12



 

12. Stock-based Compensation Expense

 

Bankshares has several stock-based compensation programs for its directors, management and employees. Compensation costs for stock options and restricted stock awards are included in salary expense.  Another form of stock-based compensation is phantom stock, which is used for a portion of the Bankshares’ Directors’ Deferred Compensation Plan.  A change in this plan was approved at the annual shareholders’ meeting, and was effective April 1, 2004.  This plan requires all deferred fees to be settled in Bankshares’ stock.  This reduces the expense fluctuations that occurred with phantom stock, which resulted in variances corresponding to the changes in Bankshares’ stock price.  The compensation cost for the phantom stock is included in other expenses.  Stock-based compensation amounts for the six months ended and quarter ended June 30, 2004 and 2003, respectively, are summarized in the following table:

 

 

 

For the 6 Months Ended
June 30,

 

For the 3 Months Ended
June 30,

 

(Dollars in thousands)

 

2004

 

2003

 

2004

 

2003

 

Stock options expense

 

$

1,200

 

$

865

 

$

794

 

$

406

 

Restricted stock awards expense

 

1,007

 

922

 

519

 

604

 

Subtotal included in salaries expense

 

2,207

 

1,787

 

1,313

 

1,010

 

Phantom stock expense

 

(198

)

314

 

180

 

989

 

Total stock-based compensation expense

 

$

2,009

 

$

2,101

 

$

1,493

 

$

1,999

 

 

13.         Pension & Other Postretirement Benefit Plans

 

Bankshares sponsors qualified and nonqualified pension plans and other postretirement benefit plans for its employees.  The following table summarizes the components of the net periodic benefit cost for the pension plans for the six months ended and the three months ended June 30, 2004 and 2003, respectively.

 

 

 

For the 6 Months Ended June 30, 2004

 

For the 6 Months Ended June 30, 2003

 

 

 

Qualified

 

Nonqualified

 

Total

 

Qualified

 

Nonqualified

 

Total

 

Service cost

 

$

3,144

 

$

282

 

$

3,426

 

$

2,560

 

$

230

 

$

2,790

 

Interest cost

 

5,098

 

202

 

5,300

 

4,996

 

156

 

5,152

 

Expected return on plan assets

 

(7,690

)

 

(7,690

)

(6,198

)

 

(6,198

)

Amortization of prior service cost

 

390

 

12

 

402

 

390

 

12

 

402

 

Recognized net actuarial (gain) loss

 

354

 

58

 

412

 

1,122

 

16

 

1,138

 

Amortization of transition asset

 

 

48

 

48

 

 

50

 

50

 

Net periodic benefit cost

 

$

1,296

 

$

602

 

$

1,898

 

$

2,870

 

$

464

 

$

3,334

 

 

 

 

 

For the 3 Months Ended June 30, 2004

 

For the 3 Months Ended June 30, 2003

 

 

 

Qualified

 

Nonqualified

 

Total

 

Qualified

 

Nonqualified

 

Total

 

Service cost

 

$

1,572

 

$

141

 

$

1,713

 

$

1,280

 

$

115

 

$

1,395

 

Interest cost

 

2,549

 

101

 

2,650

 

2,498

 

78

 

2,576

 

Expected return on plan assets

 

(3,845

)

 

(3,845

)

(3,099

)

 

(3,099

)

Amortization of prior service cost

 

195

 

6

 

201

 

195

 

6

 

201

 

Recognized net actuarial (gain) loss

 

201

 

29

 

230

 

517

 

8

 

525

 

Amortization of transition asset

 

 

24

 

24

 

 

25

 

25

 

Net periodic benefit cost

 

$

672

 

$

301

 

$

973

 

$

1,391

 

$

232

 

$

1,623

 

 

13



 

The following table summarizes the components of the net periodic benefit cost for the other postretirement benefit plans for the six months ended and the three months ended June 30, 2004 and 2003, respectively.

 

 

 

For the 6 Months Ended June 30,

 

For the 3 Months Ended June 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

Service cost

 

$

130

 

$

88

 

$

65

 

$

59

 

Interest cost

 

428

 

367

 

214

 

246

 

Expected return on plan assets

 

 

 

 

 

Amortization of prior service cost

 

 

 

 

 

Recognized net actuarial (gain) loss

 

81

 

64

 

43

 

43

 

Amortization of transition asset

 

 

 

 

 

Net periodic benefit cost

 

$

639

 

$

519

 

$

322

 

$

348

 

 

As previously disclosed in its financial statements for the year ended December 31, 2003, Bankshares generally makes cash contributions to the pension plan in amounts permitted by guidelines established under employee benefit and tax laws.  Bankshares currently estimates it will be able to contribute up to approximately $10 million to the pension plan for 2004.  Cash contributions are normally made after valuations have been finalized for the plan year and prior to the tax return filing date.  As of June 30, 2004, no contributions had been made.

 

14.         Recent Accounting Standards

 

In December 2003, the American Institute of Certified Public Accountants issued Statement of Position (“SOP”) 03-3, “Accounting for Certain Loans or Debt Securities Acquired in a Transfer,” which addresses the accounting for differences between contractual cash flows and expected cash flows for loans acquired in a transfer when those differences are attributable at least in part to credit quality.  It includes such loans acquired in purchase business combinations where there is evidence of deterioration in credit quality since origination. This SOP requires the difference between expected cash flows and the purchase price to be accreted as an adjustment to yield over the life of the acquired loans; the difference between contractual cash flows and expected cash flows is not subject to accretion. This SOP would represent a change from current practice where the allowance for loan losses is carried over in purchase accounting. The SOP is effective for loans acquired beginning after December 15, 2004. Bankshares is currently evaluating the impact it will have on operations and financial statements.

 

On March 9, 2004, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 105 (“SAB 105”), “Application of Accounting Principles to Loan Commitments,” which summarizes the views of the SEC staff regarding the application of Generally Accepted Accounting Principles to loan commitments accounted for as derivative instruments.  SAB 105 states that the value of the servicing asset should not be included in the estimate of fair value of interest rate lock commitments (“IRLCs”).    IRLCs associated with mortgages to be held for sale represent commitments to extend credit at specified interest rates.  SAB 105 is applicable for all IRLCs accounted for as derivatives and entered into on or after April 1, 2004.  This SAB does not have a material impact on Bankshares’ financial statements.

 

15.         Subsequent Event/Contingencies

 

On July 12, 2004, former employee John Pileggi filed suit against Mercantile Bankshares Corporation, Mercantile-Safe Deposit and Trust Company and Edward J. Kelly, III. For additional detail, see Part II Other Information Item 1 “Legal Proceedings” below.

 

During the second quarter of 2004, the Maryland Legislature passed two tax bills relating to certain payments among related entities.  The first bill requires taxpayers to add back otherwise deductible interest and intangible expenses paid to related entities for tax years beginning after December 31, 2003.  Some exceptions apply, including certain interest expenses deducted among related banks, so long as the transactions fall within the legislation’s “safe harbor” provision.  In applying the add back and safe harbor provisions, Maryland’s Comptroller has been granted discretionary authority to determine whether the transaction giving rise to the payment had as a principal purpose the avoidance of tax and whether it was at arm’s length.  Additionally, the Comptroller’s Office now has the power to reallocate or reapportion income among related entities if it determines that the entities’ income is not accurately reflected on their tax returns.  The second bill gives taxpayers the right to take advantage of an amnesty period.  Bankshares is currently in the process of determining what impact, if any, this legislation will have on its operations and financial results.

 

14



 

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

MERCANTILE BANKSHARES CORPORATION

 

HIGHLIGHTS

 

Consolidated Financial Results

 

In March, April and August of 2003, Bankshares acquired in separate transactions, Boyd Watterson Asset Management, LLC (“BW”), Peremel & Company (“Peremel”), and F&M Bancorp (“F&M”), respectively, which are collectively referred to herein as “the Acquisitions”.  The Acquisitions were accounted for under the purchase method of accounting and have been included in Bankshares’ financial results since their respective closings. On October 24, 2003, certain assets and liabilities of F&M were transferred to other Bankshares’ affiliates in order to align customers’ accounts with the Bankshares’ affiliate serving the geographic area where those customers reside. (See Footnote No. 2 to the Consolidated Financial Statements included in this report.)

 

Net income for the quarter ended June 30, 2004 was $56.3 million, a 13% increase from net income of $50.0 million for the same period in 2003 and a 1% increase over the $55.7 million reported for the first quarter of 2004.  For the quarter ended June 30, 2004, diluted net income per share was $.71, a decrease of 1% from the $.72 reported for the same period of last year and an increase of 3% over the $.69 reported for the first quarter of this year.  Adjusted weighted average shares outstanding increased from 69.3 million for the quarter ended June 30, 2003, to 79.8 million for the quarter ended June 30, 2004 as a result of the F&M acquisition.  The results of operations for the Acquisitions are included from their respective merger dates forward.

 

Factors positively affecting earnings for the second quarter included strong growth in average loans and deposits, up 3.1% and 3.3%, respectively, from the first quarter of 2004, improved noninterest income and expense control.  Partially offsetting these factors was a 13 basis point (“bp”) decline in the net interest margin to 4.24% from 4.37% in the first quarter of 2004.  A loss of $0.7 million from Bankshares’ investment in three hedge funds, as compared to a gain of $3.0 million in the first quarter of 2004, accounted for 12 bp of the margin contraction.  These investments are carried in the “other investments” category within investment securities available-for-sale.

 

Bankshares also reports cash operating earnings, defined as “GAAP” (Generally Accepted Accounting Principles) earnings excluding the amortization of intangible assets associated with purchase accounting for business combinations; securities gains and losses; and other significant gains, losses or expenses (such as those associated with integrating acquired entities’ operations into Bankshares) unrelated to Bankshares’ core operations.  Cash operating earnings totaled $57.3 million for the second quarter of 2004, an increase of 22% over the $47.0 million for the same period for 2003 and a slight increase over the $56.8 million for the first quarter of 2004.  Diluted cash operating earnings per share for the second quarter of 2004 and 2003 were $.72, and $.68, respectively, and $.71 per share for the first quarter of 2004.  A reconciliation of net income (GAAP basis) to cash operating earnings can be found on page 33 of this filing.

 

Management believes that reporting several key measures based on cash operating earnings and tangible equity (equity less intangible assets and their related amortization expense) is important, as this is the basis for measuring the adequacy of capital for regulatory purposes.  For the three months ended June 30, 2004, return on average tangible assets was 1.73%, return on average tangible equity was 18.14% and average tangible equity to average tangible assets was 9.55%.  Comparable ratios for the three months ended June 30, 2003 were 1.86%, 17.05% and 10.91%, respectively.  A reconciliation of these ratios from their respective GAAP basis ratios can be found on page 33 of this filing.

 

For the first six months of 2004, net income was $112.0 million, an increase of 13% over the $99.0 million reported for the comparable period in 2003. Diluted net income per share was $1.40, a decrease of 2% from the $1.43 reported for the same period of last year. For the six months ended June 30, 2004, compared to the same period of 2003, cash operating earnings were $114.1 million and $95.8 million, respectively.  Diluted cash operating earnings per share for these periods were $1.43 and $1.38, respectively.  The ratios of return on average tangible assets, return on average tangible equity and average tangible equity to average tangible assets for the year-to-date 2004 were 1.74%, 18.10% and 9.64%, respectively.  These ratios for the year-to-date 2003 were 1.89%, 17.02% and 11.10%, respectively.

 

15



 

SEGMENT REPORTING

 

As noted in Footnote No. 10 “Segment Reporting”, Bankshares has historically reported three distinct business segments for which financial information is segregated for use in assessing performance and allocating resources when reporting to the Board of Directors. Segment financial information is subjective and, unlike financial accounting, is not necessarily based on GAAP. As a result, the financial information of the reporting segments is not necessarily comparable with similar information reported by others and may not be comparable with Bankshares’ consolidated results.

 

Banking

 

On a combined basis, Community Banks and MSD&T continue to be the primary contributors to Bankshares’ earnings. Historically, Bankshares has distinguished between two operating units, Community and MSD&T, with the former focused on small business and retail banking and the latter on commercial and specialty lending. With the F&M acquisition and the announced plan to consolidate 11 affiliate banks into 4 banks, this distinction is becoming less apparent. Increased house lending authority at the Community Banks has resulted in additional loan growth within their footprint and less referral and overline business to MSD&T.

 

Community Banking

 

Net income for the six months ended June 30, 2004, was $79.0 million. This represented a $13.2 million, or 20% increase over the same period last year. Community Banking was the primary beneficiary of the F&M acquisition. For the first half of 2004 compared to the same period last year, net interest income increased by $39.6 million, or 26%, to $193.1 million. Growth in average earning assets of $2.5 billion, largely attributable to the F&M acquisition, more than offset the effect of a 51 bp reduction in the net interest margin. Contributing to the net interest margin compression was the capital restructuring of the Community Banks during the third quarter of last year. $300 million of subordinated debt issued by Bankshares in April 2003, used in part to fund the cash portion of the F&M acquisition, was invested in a like amount of subordinated debt issued by the Community Banks. Excess equity capital was paid to Bankshares in the form of a special cash dividend. The $6.2 million in interest expense incurred during the first half of 2004 related to this subordinated debt reduced the Community Banks’ net interest margin by 15 bp. The Community Banks had a reduction in the provision for loan losses compared to the same period of 2003 as credit quality remained stable.

 

The year-over-year increases in noninterest income and noninterest expenses for the first half of 2004 compared to the same period of 2003, are attributable to the F&M acquisition and branch / market expansion programs at several Community Banks. Noninterest income increased year-over-year by $10.9 million, with deposit service charges increasing $4.1 million, insurance fees increasing $6.8 million, and electronic banking fees increasing $2.7 million accounting for the largest gains. These gains were partially offset by a decrease of $5.7 million in net gains on investment securities. Noninterest expenses increased by $33.0 million in the first half of 2004 compared to the same period of 2003. Over 50% of this increase is related to salaries and benefits, which grew by $16.4 million. Staffing levels increased from 1,868 full time equivalent to 2,267 full time equivalent year-over-year mostly due to the acquisition of F&M.  Occupancy expense increased by $3.1 million, furniture and equipment expenses increased by $1.6 million and amortization of intangible assets increased $2.4 million.

 

MSD&T

 

The net income contribution from MSD&T Banking declined by $2.7 million for the six months ended June 30, 2004 to $31.8 million compared to the same period last year. Contributing to the decline were reduced net interest income, a higher provision for loan losses and increased noninterest expenses. Partially offsetting these items was an increase in noninterest income.

 

The decline in net interest income in the first half of 2004 compared to the same period in 2003 was attributable to a 6 bp decline in the net interest margin from 3.64% to 3.58%. This decline is consistent with the overall decline experienced by Bankshares. The provision for loan losses was $5.0 million in the first half of 2004 compared to $3.0 million in the first half of 2003. Nonperforming loans declined during the current quarter due to collections and the return of several loans to performing status. For additional information, see discussion of nonperforming assets under “Nonperforming Assets” below.

 

The increase in noninterest income was spread across numerous categories. Noninterest income increased $0.5 million in the first half of 2004 compared to the first half of 2003. The year-over-year increase was mitigated by decreases in gains on investment securities of $1.3 million in 2003 and -0- in 2004, and a 5% decrease in mortgage banking related fees as a result of a slow down in refinancing activities. Noninterest expense increased by $6.5 million from the first half of 2003 to $50.4 million. This represents a 15% increase over the prior year. Increased personnel costs of $7.0 million accounted for the increase. Staffing levels increased from 1,143 full time equivalents to 1,216 full time equivalents year-over-year principally due to compliance and other staff functions. Costs for shared services are charged to Investment and Wealth Management (“IWM”) and Community Banking and are reflected in the noninterest

 

16



 

expense line. Certain other costs not directly charged are allocated to IWM and Community Banking as reflected in the “adjustments” line.

 

Investment & Wealth Management

 

Net income increased $2.6 million or 83% to $5.7 million for the six months ended June 30, 2004 as compared to the $3.1 million reported in the same period last year

 

Revenues for the first half of 2004 increased $8.1 million, or 22%, over the same period last year, with $5.4 million of the increase related to the BW and Peremel acquisitions. The remaining increase was primarily due to strong equity markets and new sales. Total assets under administration increased to $46.2 billion at June 30, 2004 from $42.0 billion at June 30, 2003. At June 30, 2004 and June 30, 2003 assets under management were $21.4 billion and $19.4 billion, respectively.

 

Noninterest expenses increased by $3.4 million or 11% to $33.8 million for the first half of 2004 from $30.4 million for the same period last year. The increase in noninterest expense is mostly due to the acquisition of BW and Peremel. Full time equivalent staff levels have increased from 293 at June 30, 2003 to 310 at June 30, 2004. The Peremel acquisition and the assumption of F&M’s brokerage operation accounted for the full time equivalent increase. During the first quarter of 2004, Bankshares entered into a 7-year service contract with SunGard Wealth Management Services to provide a new core accounting system and assume management of IWM’s back-office operations. Post conversion, which is expected late in 2004, Bankshares expects to achieve net savings in excess of $1.0 million in 2005. Management expects to incur conversion costs of $2.5 million.  $1.7 million of the conversion costs will be amortized over the life of the contract.  Bankshares also expects to incur exit costs of approximately $1.2 million in the second half of 2004.

 

17



 

CONSOLIDATED RESULTS

Net Interest Income and Net Interest Margin

 

Analysis of Interest Rates and Interest Differentials

The following table presents the distribution of the average consolidated balance sheet, interest income/expense and annualized yields earned and rates paid through the six months ended June 30, 2004 and 2003.

 

 

 

For the 6 Months Ended
June 30, 2004

 

For the 6 Months Ended
June 30, 2003

 

(Dollars in thousands)

 

Average
Balance

 

Income*/
Expense

 

Yield*/
Rate

 

Average
Balance

 

Income*/
Expense

 

Yield*/
Rate

 

Earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:**

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

2,679,828

 

$

68,399

 

5.13

%

$

2,401,370

 

$

67,224

 

5.65

%

Commercial real estate

 

2,820,197

 

82,304

 

5.87

 

2,087,406

 

65,616

 

6.34

 

Construction

 

1,108,601

 

28,623

 

5.19

 

847,382

 

23,341

 

5.55

 

Residential real estate

 

1,398,153

 

41,608

 

5.98

 

1,083,780

 

36,339

 

6.76

 

Consumer

 

1,474,380

 

42,521

 

5.80

 

1,017,098

 

32,870

 

6.52

 

Total loans

 

9,481,159

 

263,455

 

5.59

 

7,437,036

 

225,390

 

6.11

 

Federal funds sold, et al

 

71,648

 

763

 

2.14

 

185,883

 

2,034

 

2.21

 

Securities:***

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and government agencies

 

1,550,468

 

29,463

 

3.82

 

1,834,196

 

39,958

 

4.39

 

Mortgage-backed

 

1,266,028

 

24,103

 

3.83

 

636,760

 

13,864

 

4.39

 

Other investments

 

152,850

 

3,541

 

4.66

 

98,328

 

3,365

 

6.90

 

Tax-exempt securities

 

 

 

 

 

 

 

 

 

 

 

 

 

States and political subdivisions

 

101,171

 

2,807

 

5.58

 

38,099

 

1,595

 

8.44

 

Total securities

 

3,070,517

 

59,914

 

3.92

 

2,607,383

 

58,782

 

4.55

 

Interest-bearing deposits in other banks

 

158

 

1

 

1.07

 

348

 

6

 

3.70

 

Total earning assets

 

12,623,482

 

324,133

 

5.16

 

10,230,650

 

286,212

 

5.64

 

Cash and due from banks

 

291,982

 

 

 

 

 

234,901

 

 

 

 

 

Bank premises and equipment, net

 

141,694

 

 

 

 

 

104,268

 

 

 

 

 

Other assets

 

877,515

 

 

 

 

 

351,801

 

 

 

 

 

Less: allowance for loan losses

 

(157,256

)

 

 

 

 

(141,246

)

 

 

 

 

Total assets

 

$

13,777,417

 

 

 

 

 

$

10,780,374

 

 

 

 

 

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings

 

$

1,399,234

 

2,027

 

0.29

 

$

1,054,033

 

2,743

 

0.52

 

Checking plus interest

 

1,269,432

 

935

 

0.15

 

973,366

 

1,105

 

0.23

 

Money market

 

1,577,378

 

4,457

 

0.57

 

1,193,102

 

5,059

 

0.86

 

Time deposits $100,000 and over

 

1,301,407

 

12,320

 

1.90

 

1,250,819

 

15,503

 

2.50

 

Other time deposits

 

1,967,533

 

20,901

 

2.14

 

1,712,535

 

24,169

 

2.85

 

Total interest-bearing deposits

 

7,514,984

 

40,640

 

1.09

 

6,183,855

 

48,579

 

1.58

 

Short-term borrowings

 

915,121

 

2,899

 

0.64

 

775,526

 

3,014

 

0.78

 

Long-term debt

 

648,817

 

10,460

 

3.24

 

402,225

 

7,648

 

3.83

 

Total interest-bearing funds

 

9,078,922

 

53,999

 

1.20

 

7,361,606

 

59,241

 

1.62

 

Noninterest-bearing deposits

 

2,717,467

 

 

 

 

 

2,008,346

 

 

 

 

 

Other liabilities and accrued expenses

 

132,190

 

 

 

 

 

100,525

 

 

 

 

 

Total liabilities

 

11,928,579

 

 

 

 

 

9,470,477

 

 

 

 

 

Shareholders’ equity

 

1,848,838

 

 

 

 

 

1,309,897

 

 

 

 

 

Total liabilities & shareholders’ equity

 

$

13,777,417

 

 

 

 

 

$

10,780,374

 

 

 

 

 

Net interest rate spread

 

 

 

$

270,134

 

3.96

%

 

 

$

226,971

 

4.02

%

Effect of noninterest-bearing funds

 

 

 

 

 

0.34

 

 

 

 

 

0.45

 

Net interest margin on earning assets

 

 

 

 

 

4.30

%

 

 

 

 

4.47

%

Taxable-equivalent adjustment included in:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan income

 

 

 

$

2,279

 

 

 

 

 

$

2,436

 

 

 

Investment securities income

 

 

 

1,121

 

 

 

 

 

686

 

 

 

Total

 

 

 

$

3,400

 

 

 

 

 

$

3,122

 

 

 

 


* Presented on a tax-equivalent basis using the statutory federal corporate income tax rate of 35% (see non-GAAP reconciliation on page 33)

** Nonaccrual loans are included in average loans

*** Balances reported at amortized cost; excludes pretax unrealized gains (losses) on securities available-for-sale

 

18



 

Analysis of Interest Rates and Interest Differentials

The following table presents the distribution of the average consolidated balance sheet, interest income/expense and annualized yields earned and rates paid for the second quarter of 2004 and 2003.

 

 

 

For the 3 Months Ended
June 30, 2004

 

For the 3 Months Ended
June 30, 2003

 

(Dollars in thousands)

 

Average
Balance

 

Income*/
Expense

 

Yield*/
Rate

 

Average
Balance

 

Income*/
Expense

 

Yield*/
Rate

 

Earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:**

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

2,727,051

 

$

34,775

 

5.13

%

$

2,411,227

 

$

33,464

 

5.57

%

Commercial real estate

 

2,871,615

 

41,648

 

5.83

 

2,116,259

 

33,317

 

6.31

 

Construction

 

1,113,301

 

14,414

 

5.21

 

870,955

 

11,955

 

5.51

 

Residential real estate

 

1,437,331

 

21,120

 

5.91

 

1,089,772

 

18,026

 

6.63

 

Consumer

 

1,474,586

 

21,292

 

5.81

 

1,025,363

 

16,421

 

6.42

 

Total loans

 

9,623,884

 

133,249

 

5.57

 

7,513,576

 

113,183

 

6.04

 

Federal funds sold, et al

 

95,504

 

588

 

2.48

 

313,844

 

1,311

 

1.68

 

Securities:***

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and government agencies

 

1,543,661

 

14,369

 

3.74

 

1,741,380

 

18,763

 

4.32

 

Mortgage-backed

 

1,254,512

 

11,796

 

3.78

 

760,630

 

7,875

 

4.15

 

Other investments

 

159,282

 

(66

)

(0.17

)

98,277

 

2,544

 

10.38

 

Tax-exempt securities

 

 

 

 

 

 

 

 

 

 

 

 

 

States and political subdivisions

 

98,182

 

1,356

 

5.55

 

37,412

 

823

 

8.82

 

Total securities

 

3,055,637

 

27,455

 

3.61

 

2,637,699

 

30,005

 

4.56

 

Interest-bearing deposits in other banks

 

158

 

1

 

1.06

 

338

 

3

 

3.50

 

Total earning assets

 

12,775,183

 

161,293

 

5.08

 

10,465,457

 

144,502

 

5.54

 

Cash and due from banks

 

298,440

 

 

 

 

 

243,728

 

 

 

 

 

Bank premises and equipment, net

 

141,757

 

 

 

 

 

104,825

 

 

 

 

 

Other assets

 

881,921

 

 

 

 

 

361,951

 

 

 

 

 

Less: allowance for loan losses

 

(158,116

)

 

 

 

 

(142,237

)

 

 

 

 

Total assets

 

$

13,939,185

 

 

 

 

 

$

11,033,724

 

 

 

 

 

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings

 

$

1,434,288

 

1,043

 

0.29

 

$

1,078,760

 

1,373

 

0.51

 

Checking plus interest

 

1,302,313

 

474

 

0.15

 

993,268

 

547

 

0.22

 

Money market

 

1,564,295

 

2,095

 

0.54

 

1,201,044

 

2,422

 

0.81

 

Time deposits $100,000 and over

 

1,315,119

 

5,941

 

1.82

 

1,277,652

 

7,535

 

2.37

 

Other time deposits

 

1,955,632

 

10,320

 

2.12

 

1,708,177

 

11,573

 

2.72

 

Total interest-bearing deposits

 

7,571,647

 

19,873

 

1.06

 

6,258,901

 

23,450

 

1.50

 

Short-term borrowings

 

910,854

 

1,480

 

0.65

 

771,892

 

1,469

 

0.76

 

Long-term debt

 

648,576

 

5,205

 

3.23

 

527,223

 

5,286

 

4.02

 

Total interest-bearing funds

 

9,131,077

 

26,558

 

1.17

 

7,558,016

 

30,205

 

1.60

 

Noninterest-bearing deposits

 

2,826,610

 

 

 

 

 

2,054,813

 

 

 

 

 

Other liabilities and accrued expenses

 

129,737

 

 

 

 

 

96,602

 

 

 

 

 

Total liabilities

 

12,087,424

 

 

 

 

 

9,709,431

 

 

 

 

 

Shareholders’ equity

 

1,851,761

 

 

 

 

 

1,324,293

 

 

 

 

 

Total liabilities & shareholders’ equity

 

$

13,939,185

 

 

 

 

 

$

11,033,724

 

 

 

 

 

Net interest rate spread

 

 

 

$

134,735

 

3.91

%

 

 

$

114,297

 

3.94

%

Effect of noninterest-bearing funds

 

 

 

 

 

0.33

 

 

 

 

 

0.44

 

Net interest margin on earning assets

 

 

 

 

 

4.24

%

 

 

 

 

4.38

%

Taxable-equivalent adjustment included in:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan income

 

 

 

$

1,133

 

 

 

 

 

$

1,221

 

 

 

Investment securities income

 

 

 

542

 

 

 

 

 

353

 

 

 

Total

 

 

 

$

1,675

 

 

 

 

 

$

1,574

 

 

 

 


* Presented on a tax-equivalent basis using the statutory federal corporate income tax rate of 35% (see non-GAAP reconciliation on page 33)

** Nonaccrual loans are included in average loans

*** Balances reported at amortized cost; excludes pretax unrealized gains (losses) on securities available-for-sale

 

19



 

Rate / Volume Analysis

A rate/volume analysis, which demonstrates changes in interest income and expense for significant assets and liabilities, appears below:

 

 

 

For the 6 Months
Ended June 30,
2004 vs. 2003
Due to variances in

 

For the 3 Months
Ended June 30,
2004 vs. 2003
Due to variances in

 

(Dollars in thousands)

 

Rates

 

Volumes (5)

 

Total

 

Rates

 

Volumes (5)

 

Total

 

Interest earned on:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial (1)

 

$

(6,620

)

$

7,795

 

$

1,175

 

$

(3,072

)

$

4,383

 

$

1,311

 

Commercial real estate (2)

 

(6,347

)

23,035

 

16,688

 

(3,561

)

11,892

 

8,331

 

Construction (3)

 

(1,913

)

7,195

 

5,282

 

(868

)

3,327

 

2,459

 

Residential real estate

 

(5,272

)

10,541

 

5,269

 

(2,655

)

5,749

 

3,094

 

Consumer

 

(5,127

)

14,778

 

9,651

 

(2,323

)

7,194

 

4,871

 

Total loans

 

(25,279

)

63,344

 

38,065

 

(12,479

)

32,545

 

20,066

 

Taxable securities (4)

 

(8,985

)

8,905

 

(80

)

(7,091

)

4,008

 

(3,083

)

Tax-exempt securities (4)

 

(1,428

)

2,640

 

1,212

 

(804

)

1,337

 

533

 

Federal funds sold, et al

 

(21

)

(1,250

)

(1,271

)

189

 

(912

)

(723

)

Interest-bearing deposits in other banks

 

(2

)

(3

)

(5

)

 

(2

)

(2

)

Total interest income

 

(35,715

)

73,636

 

37,921

 

(20,185

)

36,976

 

16,791

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid on:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings deposits

 

(1,614

)

898

 

(716

)

(783

)

453

 

(330

)

Checking plus interest deposits

 

(506

)

336

 

(170

)

(243

)

170

 

(73

)

Money market accounts

 

(2,231

)

1,629

 

(602

)

(1,060

)

733

 

(327

)

Certificates of deposit $100,000 and over

 

(3,810

)

627

 

(3,183

)

(1,815

)

221

 

(1,594

)

Other time deposits

 

(6,867

)

3,599

 

(3,268

)

(2,930

)

1,677

 

(1,253

)

Short-term borrowings

 

(658

)

543

 

(115

)

(253

)

264

 

11

 

Long-term debt

 

(1,877

)

4,689

 

2,812

 

(1,298

)

1,217

 

(81

)

Total interest expense

 

(17,563

)

12,321

 

(5,242

)

(8,382

)

4,735

 

(3,647

)

Net interest earned

 

$

(18,152

)

$

61,315

 

$

43,163

 

$

(11,803

)

$

32,241

 

$

20,438

 

 


(1)          Interest year-to-date tax-equivalent adjustment of $1.6 million for 2004 and 2003, respectively, and quarter-to-date tax-equivalent adjustment of $759 thousand and $781 thousand for 2004 and 2003, respectively, are included in the commercial loan rate variances.

(2)          Interest year-to-date tax-equivalent adjustment of $268 thousand and $185 thousand for 2004 and 2003, respectively, and quarter-to-date tax-equivalent adjustment of $154 thousand and $99 thousand for 2004 and 2003, respectively, are included in the commercial real estate loan rate variances.

(3)          Interest year-to-date tax-equivalent adjustment of $458 thousand and $680 thousand for 2004 and 2003, respectively, and quarter-to-date tax-equivalent adjustment of $221 thousand and $341 thousand for 2004 and 2003, respectively, are included in the construction loan rate variances.

(4)          Interest year-to-date tax-equivalent adjustment of $1.1 million and $0.7 million for 2004 and 2003, respectively, and quarter-to-date tax-equivalent adjustment of $542 thousand and $353 thousand for 2004 and 2003, respectively, are included in the investment securities rate variances.

(5)          Changes attributable to mix (rate and volume) are included in volume variance.

 

Net Interest Income and Net Interest Margin (continued)

 

Net interest income for the quarter ended June 30, 2004 increased 18% to $133.1 million from the second quarter last year primarily as a result of the F&M acquisition.  Net interest income is affected by both changes in the amount and composition of interest-earning assets and interest-bearing liabilities and by changes in the level of interest rates. The growth in net interest income was attributable to the growth of 22% in average earning assets that more than offset a decline in the net interest margin.  Average loan growth from March 31, 2004 to June 30, 2004 was $285.5 million or 3% (12% annualized).

 

The positive effect on interest income of year-over-year growth in average earning assets was partially offset by a 14 bp decline in the net interest margin from 4.38% for the second quarter of 2003 to 4.24% for the current quarter.  This was driven principally by the performance of Bankshares’ previously disclosed investments in hedge funds-of-funds related to the investment and wealth management business, which are designated as assets held for sale.  Changes in their fair value are reflected in the income statement as a component of “other investment” income.  After four successive quarters of strong performance, these investments generated a loss of $0.7 million in the second quarter

 

20



 

of 2004 versus a gain of $3.0 million in the first quarter.  This led to a linked-quarter decline in the net interest margin from 4.37% to 4.24%, with the performance of the hedge fund investments accounting for 12 bp of the decline.  In the first quarter of 2004, the hedge fund investments contributed 7 bps to the net interest margin.  In the second quarter these investments adversely affected the margin by 5 bps.  Bankshares has begun to redeem these investments and will continue to do so gradually over time. MSD&T Banking segment’s net interest margin increased 3 bp to 3.58% for the second quarter of 2004 from 3.55% in the first quarter while the Community Banking’s net interest margin decreased 1 bp to 4.46% for the current quarter from 4.47% in the first quarter of 2004. Helping to offset the decline in the net interest margin was linked-quarter growth in average loans of 3.1%. Loans grew in all categories, with commercial loans and lease receivables up 3.6%; commercial real estate up 3.7%; construction up 0.9%; residential real estate up 5.8%; and consumer up slightly. The average balance in the securities portfolio was down 1.1% from the first to the second quarter of 2004.  Lower reinvestment yields on maturing investment securities and prepayments of mortgage-related securities reduced yields in the investment portfolio. Average deposits were up 3.3% on a linked-quarter basis, with increases in noninterest-bearing deposits (8.4%), savings (5.1%), checking plus interest (5.3%), and time deposits $100,000 and over (2.1%), more than offsetting declines in money market (down 1.6%) and other time deposits (down 1.2%). Based on current market conditions, which include a recent slowing of mortgage refinancing activity and increase in the prime rate at June 30, 2004, management expects the net interest margin to improve during the second half of 2004.

 

Net interest income for the first six months of 2004 increased to $266.7 million or 19% over the $223.8 million for the first six months of last year principally due to F&M.  The growth in net interest income was attributable to 27% growth in average loans and 18% growth in average securities. The positive impact of asset growth on interest income was partially offset by a 17 bp decline in the net interest margin from 4.47% to 4.30%.  Nearly two-thirds of the decline in the net interest margin was attributable to the reduced benefit derived from the investment of noninterest-bearing funds.  This benefit fell from 45 bp in 2003 to 34 bp in 2004.

 

Noninterest Income

 

 

 

For the 6 Months Ended

 

For the 3 Months Ended

 

 

 

June 30,

 

% Change

 

June 30,

 

% Change

 

(Dollars in thousands)

 

2004

 

2003

 

2004/2003

 

2004

 

2003

 

2004/2003

 

Investment and wealth management

 

$

44,919

 

$

36,873

 

21.8

%

$

22,936

 

$

19,508

 

17.6

%

Service charges on deposit accounts

 

20,470

 

16,371

 

25.0

 

10,351

 

8,311

 

24.5

 

Mortgage banking related fees:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

3,483

 

3,319

 

4.9

 

1,563

 

1,693

 

(7.7

)

Residential

 

1,750

 

1,576

 

11.0

 

730

 

814

 

(10.3

)

Total mortgage banking related fees

 

5,233

 

4,895

 

6.9

 

2,293

 

2,507

 

(8.5

)

Investment securities gains

 

535

 

7,351

 

(92.7

)

590

 

6,536

 

(91.0

)

Other income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Electronic banking fees

 

10,351

 

7,598

 

36.2

 

5,951

 

4,145

 

43.6

 

Charges and fees on loans

 

5,293

 

4,518

 

17.2

 

2,835

 

2,069

 

37.0

 

Insurance

 

7,095

 

332

 

 

3,267

 

175

 

 

Bank-owned life insurance

 

1,579

 

868

 

81.9

 

785

 

439

 

78.8

 

All other income

 

5,960

 

4,484

 

32.9

 

2,542

 

1,747

 

45.5

 

Total other income

 

30,278

 

17,800

 

70.1

 

15,380

 

8,575

 

79.4

 

Total

 

$

101,435

 

$

83,290

 

21.8

%

$

51,550

 

$

45,437

 

13.5

%

 

Noninterest income for the quarter ended June 30, 2004 increased by $6 million, or 13%, to $51.6 million compared to $45.4 million for the same period in 2003. Noninterest income increased 3% from the first quarter of 2004. The table above shows the major components of noninterest income.  Investment and wealth management revenue represents the largest source of noninterest income and increased 18% over the prior year and 4% over the first quarter of 2004. Factors having a positive impact on IWM revenues were strong equity markets and increased new sales across both mutual funds and separately managed accounts.

 

Service charges on deposit accounts increased in line with the growth in deposit balances. For the second quarter of 2004 compared to the second quarter of 2003, the $2.0 million, or 25%, growth in service charge income was largely attributable to the F&M acquisition. Service charges on deposits increased modestly compared to the first quarter of 2004 due to deposit growth.

 

Mortgage banking-related fees decreased 9% in the second quarter of 2004 compared to the second quarter of 2003 and decreased 22% from the first quarter of 2004 due primarily to normal seasonal fluctuations, a general slowdown in refinancing activities and the integration of F&M’s mortgage banking business into Wells Fargo Ventures LLC.  Bankshares’ mortgage banking revenue is comprised of loan activities of Mercantile Mortgage Corporation’s commercial mortgage subsidiary, Columbia National Real Estate Financing LLC, and its residential mortgage joint venture with Wells Fargo Ventures LLC.

 

21



 

Last year $6.5 million in investment securities gains resulted from sales of equity securities held in the available-for-sale portfolios and the balance related to the continued restructuring of the bond portfolios.  The gain in the second quarter of 2003 was generated as part of a repositioning of the balance sheet for interest rate changes that adjusted portfolio yields and duration.  The increases in other income for the three months ended June 30, 2004 compared to the three months ended June 30, 2003 include several categories. Electronic banking fees, which consist of merchant card processing fees, foreign ATM fees and check card fees increased $1.8 million or 44%. These fees are seasonal and also benefited from the F&M acquisition. Charges and fees on loans consisting of letters of credit fees, late fees and other assessed loan fees increased $0.8 million or 37%.  Insurance revenues, which are derived from fee income related to the sale and servicing of insurance products, increased $3.1 million primarily due to the F&M acquisition. All other income increased $0.8 million or 46%, which consisted of revenues from various sources, such as safe deposit box rent, travelers’ checks, money orders and bill collection fees. Included in all other income in the second quarter of 2004 is $0.3 million in gains from the disposition of bank-owned buildings, which was excluded from cash operating earnings. On a linked-quarter basis a seasonally-related decline in insurance fee income and a decline in all other income was more than offset by increases in electronic banking fees and charges and fees on loans.

 

For the six months ended June 30, 2004, noninterest income increased by $18.1 million or 22%, to $101.4 million compared to $83.3 million for the same period in 2003.  This increase was largely due to the F&M acquisition and a 22% increase in IWM fees, which was partially offset by the $6.8 million decrease in investment securities gains.

 

Noninterest Expense

 

 

 

For the 6 Months Ended

 

For the 3 Months Ended

 

 

 

June 30,

 

% Change

 

June 30,

 

% Change

 

(Dollars in thousands)

 

2004

 

2003

 

2004/2003

 

2004

 

2003

 

2004/2003

 

Salaries

 

$

89,477

 

$

70,732

 

26.5

%

$

44,689

 

$

36,317

 

23.1

%

Employee benefits

 

23,441

 

18,747

 

25.0

 

10,928

 

9,319

 

17.3

 

Net occupancy expense of bank premises

 

11,879

 

8,315

 

42.9

 

5,819

 

4,219

 

37.9

 

Furniture and equipment expense

 

14,937

 

13,542

 

10.3

 

7,573

 

6,743

 

12.3

 

Communication and supplies

 

8,499

 

6,617

 

28.4

 

4,195

 

3,181

 

31.9

 

Other expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional services

 

8,830

 

7,041

 

25.4

 

4,996

 

4,962

 

0.7

 

Advertising and promotional expense

 

3,838

 

3,711

 

3.4

 

2,135

 

2,247

 

(5.0

)

Electronic banking expense

 

4,414

 

3,434

 

28.5

 

2,485

 

1,851

 

34.3

 

Amortization of intangible assets

 

4,088

 

1,409

 

190.1

 

2,056

 

848

 

142.5

 

Outsourcing expense

 

2,686

 

1,959

 

37.1

 

1,227

 

1,010

 

21.5

 

All other expenses

 

14,664

 

11,323

 

29.5

 

7,264

 

6,352

 

14.4

 

Total other expense

 

38,520

 

28,877

 

33.4

 

20,163

 

17,270

 

16.8

 

Total

 

$

186,753

 

$

146,830

 

27.2

%

$

93,367

 

$

77,049

 

21.2

%

 

Noninterest expense for the three months ended June 30, 2004 increased by $16.3 million, or 21%, to $93.4 million compared to $77.0 million for the three months ended June 30, 2003.  The table above shows the major components of noninterest expense.  The principal reason for the year-over-year increase in each noninterest expense category was the acquisitions of F&M. On a linked-quarter basis all major categories of noninterest expense reflected declines except for furniture & equipment expenses and other expenses resulting in a slight decline in total noninterest expenses for the quarter.

 

Management continues to focus on expense control and is encouraged by the progress made to date.  While total noninterest expenses were down slightly from the first to the second quarter of 2004, certain additional expenses related to directors’ deferred compensation ($0.5 million), the consolidation of bank affiliates ($0.4 million), and certain employee separation costs ($0.8 million) offset the stronger underlying trend of reduced expenses.  Moreover, volume-driven increases in electronic banking costs accounted for $0.6 million of additional expense during the second quarter of 2004, which coincides with an increase in electronic banking fee income.

 

As a result of the higher level of expenses, the efficiency ratio, a key measure of expense management, increased over 2003. The efficiency ratio is computed by dividing noninterest expenses by the sum of net interest income on a tax-equivalent basis and noninterest income. Bankshares’ efficiency ratio was 50.12% compared to 48.24% for the three months ended June 30, 2004 and 2003, respectively. A large portion of the increased expenses is due to the acquisition of F&M.  On a non-GAAP basis, the cash operating efficiency ratio excludes amortization expense for intangibles and nonoperating income and expenses, such as securities gains and losses and other significant gains, losses or expenses (such as those associated with integrating acquired entities’ operations into Bankshares) unrelated to Bankshares’ core operations.  Bankshares’ cash operating efficiency ratio was 49.03%, compared to 49.24%

 

22



 

for the three months ended June 30, 2004 and 2003, respectively. For the reconciliation of GAAP to non-GAAP measures, see page 33 in this filing.

 

Employee-related expenses, which include salaries, benefits and incentive compensation, were the largest component at 60% of noninterest expenses.  F&M accounted for a substantial portion of the $10.0 million increase in employee-related expenses for the second quarter of 2004 compared to the same period in 2003. Salaries and benefit expenses for the second quarter of 2004 compared to the first quarter of 2004, declined $1.7 million.

 

Net occupancy expense, which includes depreciation, rents, maintenance and utilities, increased due to the additional branch and corporate office locations related to the F&M acquisition.  On a linked-quarter basis net occupancy expense decreased with a reduction in the number of facilities operated by F&M.

 

Furniture and equipment expenses include premises depreciation, rental and maintenance expense associated with the upkeep and improvement of hardware and computer software. Furniture and equipment increased due to normal increases in software license and maintenance fees associated with the core banking system.

 

Communications and supplies increased due to supplies needed for additional branch office locations, including brochures and operational supplies, as well as increased customer information mailings and disclosures related to the F&M acquisition.

 

Other expenses consist of professional services, marketing, electronic banking and several other categories such as travel and membership, amortization, licensing, insurance and sundry losses. The increases for the three months ended June 30, 2004 compared to the three months ended June 30, 2003 are attributable to the F&M acquisition. Of the $2.9 million increase in other expenses for the second quarter of 2004 compared to the second quarter of 2003, $1.2 million is associated with the increased amortization of intangible assets resulting from the acquisition of F&M.  Other expenses increased $1.8 million, over the first quarter of 2004. This increase from the previous quarter is principally due to higher professional fees of $1.1 million. This included a $0.5 million increase relating to directors deferred compensation. At the Annual Meeting, shareholders approved a change to the Directors Deferred Compensation Plan that will substantially reduce expense volatility in future periods. Professional fees also included $0.4 million relating to the consolidation of 11 bank affiliates into four, leaving the organization with 13 bank affiliates.  Management expects to incur additional legal fees due to pending legal proceedings.  Other expenses also increased as a result of advertising expenses related to planned promotional campaigns; increases in electronic banking transaction costs that were more than offset by increases in electronic banking revenues; and $0.8 million in certain employee separation costs.

 

Noninterest expense for the six months ended June 30, 2004 increased to $186.8 million or 27% over the $146.8 million for the six months ended June 30, 2003. The increase in each category was largely attributable to the F&M acquisition.

 

Analysis of Financial Condition

 

At June 30, 2004 compared to December 31, 2003, total assets increased 3% or $434.7 million.  Total loans increased 5% or $490.0 million. Loans grew in nearly every category in this period except for the consumer portfolio, which decreased less than 1% and the planned run-off in lease receivables.  Total investment securities decreased 3% or $107.4 million.

 

Total deposits at June 30, 2004, were $10.6 billion, an increase of 4% or $381.1 million over December 31, 2003.  Interest-bearing deposits, which represent 71% of total deposits increased 1%, while noninterest-bearing deposits increased 11% from the end of last year. A decline in money market and time deposits of $100,000 and over was more than offset by increases in all of the other deposit categories.

 

At June 30, 2004 compared to June 30, 2003, total assets increased 23% or $2.6 billion. Total loans increased 29% or $2.2 billion and total investment securities increased 12% or $0.3 billion. These substantial increases are due principally to the acquisition of F&M, which accounted for approximately 80% of the growth in total assets.

 

At June 30, 2004, total deposits increased 23% or $2.0 billion compared to one year earlier.  F&M added approximately 80% to the total deposit growth.  The additional growth in deposits was in core deposits from customers in the local markets. The affiliate banking structure positions Bankshares to compete not only with the large national and regional banking companies in the gathering of these funds, but also with local community banks. Management believes Bankshares is positioned to retain these deposits in a rising interest rate scenario.  However, should there be an outflow of deposits, a reversal of recent trends, the investment portfolio should provide adequate liquidity.

 

Shareholders’ equity at June 30, 2004 was $1.8 billion.  Bankshares has authorization enabling it to repurchase up to approximately 0.5 million additional shares.  In April, Bankshares repurchased 1.0 million shares at a cost of $44.1 million by entering into a privately negotiated agreement for the accelerated purchase of these shares. Since the share repurchase program began in the mid-1990’s, Management has generally targeted 40% of net income for cash dividends to shareholders and 30% of net income for potential

 

23



 

share repurchases.  Effective at the June 2004 Board meeting, the quarterly dividend rate was increased 6% to $.35 from $.33 per share. At June 30, 2004 and December 31, 2003, the cash dividend payout ratio was 48.23% and 47.78% respectively. A change to the Directors’ Deferred Compensation Plan was approved at the 2004 Annual Shareholders’ meeting. Beginning April 1, 2004 all deferred directors’ fees are covered by the plan. At April 1, 2004 directors had the option to leave their deferred balance in the old Phantom stock plan, or convert their balance into vested shares under the new plan. All but thirteen directors converted their balances to the new plan. This resulted in adding approximately 149,000 stock equivalents and a $6.4 million addition to Capital Surplus. These vested shares will be issued after a director retires.  For more details, see the Statements of Changes in Consolidated Shareholders’ Equity and Footnote No. 12.

 

RISK MANAGEMENT

 

Credit Risk Analysis

 

Bankshares’ loans and commitments are substantially to borrowers located in our immediate region. Bankshares has set an internal limit for each affiliate bank, that is well below the regulatory limit, on the maximum amount of credit that may be extended to a single borrower. For more information on credit risk see “Risk Management — Credit Risk Analysis” in the Mercantile Bankshares Corporation’s 2003 Annual Report on Form 10-K.

 

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, Bankshares’ 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. If a loan is impaired and has a specific loss allocation based on an analysis under SFAS No. 114, “Accounting by Creditors for Impairment of a Loan—an amendment of FASB Statements No. 5 and 15,” all payments are then applied against the loan’s principal. A loan may be put on nonaccrual status sooner than this standard if, in management’s judgment, such action is warranted.

 

During the six months ended June 30, 2004, nonperforming assets decreased $10.2 million to $40.3 million from $50.5 million at December 31, 2003.  Nonaccrual loans were $39.9 million at June 30, 2004 and other real estate owned, the other component of nonperforming assets, was $0.4 million.  Nonperforming assets as a percent of period-end loans and other real estate owned was .41% at June 30, 2004 and .55% at December 31, 2003, respectively.  The decrease in nonperforming loans was due primarily to improvement in credit quality at MSD&T. Credit quality at the Community Banks also continued to improve.

 

At June 30, 2004 and December 31, 2003, monitored loans, or loans with characteristics suggesting that they could be classified as nonperforming in the near future, were $23.9 million and $28.4 million, respectively. Two loans at MSD&T contributed $17.2 million and one loan at The Citizens National Bank affiliate contributed $5.3 million to the current total. The MSD&T loans are secured by two commercial aircraft, which are leased to a regional commercial airline. In light of the prevailing conditions in the commercial airline industry, management has included these loans in the “monitored” status. The amount of loans past due 30-89 days decreased from $43.6 million at December 31, 2003 to $33.1 million at June 30, 2004.

 

24



 

The table below presents a comparison of nonperforming assets at June 30, 2004, December 31, 2003 and June 30, 2003.

 

 

(Dollars in thousands)

 

June 30,
2004

 

December 31,
2003

 

June 30,
2003

 

 

 

Nonaccrual loans (1)

 

 

 

 

 

 

 

 

 

Commercial

 

$

34,002

 

$

36,569

 

$

26,919

 

 

 

Commercial real estate

 

2,197

 

7,363

 

3,798

 

 

 

Construction

 

155

 

651

 

1,178

 

 

 

Residential real estate

 

2,518

 

3,721

 

4,001

 

 

 

Consumer

 

346

 

1,224

 

178

 

 

 

Lease financing

 

670

 

824

 

1,694

 

 

 

Total

 

39,888

 

50,352

 

37,768

 

 

 

Renegotiated loans (1)

 

 

 

 

 

 

Loans contractually past due 90 days or more and still accruing interest

 

 

 

 

 

 

Total nonperforming loans

 

39,888

 

50,352

 

37,768

 

 

 

Other real estate owned

 

402

 

191

 

376

 

 

 

Total nonperforming assets

 

$

40,290

 

$

50,543

 

$

38,144

 

 

 

Nonperforming loans as a percent of period-end loans

 

0.41

%

0.54

%

0.50

%

 

 

Nonperforming assets as a percent of period-end loans and other real estate owned

 

0.41

%

0.55

%

0.50

%

 

 

(1)          Aggregate gross interest income of $1.4 million, $4.1 million and $1.5 million for the first half of 2004, the year 2003 and the first half of 2003, 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 totaled $0.5 million, $2.1 million and $0.6 million for the first six months of 2004, the year 2003 and the first six months of 2003, respectively.

 

Note: Bankshares was monitoring loans estimated to aggregate $23.9 million at June 30, 2004, $26.6 million at March 31, 2004 and $28.4 million at December 31, 2003, not classified as nonaccrual or renegotiated loans.  These loans had characteristics that indicated they might result in such classification in the future.

 

Allowance and Provision for Loan Losses

 

Each Bankshares’ affiliate is required to maintain an allowance for loan losses adequate to absorb losses inherent in the loan portfolio. Each affiliate’s reserve is dedicated to that affiliate only and is not available to absorb losses from another affiliate.   Management at each affiliate, along with Bankshares’ management, conducts a regular review 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. Management believes that the allowance for loan losses is at an adequate level to absorb losses inherent in the portfolio.

 

The allowance for loan losses has been established through provisions for loan losses charged against income. Loans deemed 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.  The provision for loan losses for the second quarter of 2004 was $2.4 million, a 23% decrease from the same period last year and a 3% decrease from the first quarter of 2004. The decline in the provision reflects a continued improvement in the economy and stable credit quality within Bankshares’ Community Banks. The Community Banks’ loan portfolios are more heavily weighted toward consumer and residential real estate loans. Potential losses in these portfolios are more predictable and quantifiable, generally resulting in a lower required allowance. Net charge-offs were $0.6 million for the second quarter of 2004, $1.1 million for the first quarter of 2004 and $3.5 million for the fourth quarter of 2003. The allowance for loan losses as a percent of period-end loans decreased to 1.62% at June 30, 2004 from 1.66% at March 31, 2004 and 1.68% at December 31, 2003.

 

25



 

The following table presents a summary of the activity in the Allowance for Loan Losses.

 

 

 

For the 6 Months Ended June 30,

 

For the 3 Months Ended June 30,

 

(Dollars in thousands)

 

2004

 

2003

 

2004

 

2003

 

Allowance balance - beginning

 

$

155,337

 

$

138,601

 

$

156,635

 

$

140,427

 

Charge-offs:

 

 

 

 

 

 

 

 

 

Commercial

 

(945

)

(719

)

(255

)

(613

)

Commercial real estate

 

(28

)

(342

)

 

(1

)

Construction

 

 

 

 

 

Residential real estate

 

(129

)

(50

)

(28

)

(50

)

Consumer

 

(2,377

)

(1,573

)

(1,260

)

(722

)

Lease financing

 

 

(1,188

)

 

(547

)

Total

 

(3,479

)

(3,872

)

(1,543

)

(1,933

)

Recoveries:

 

 

 

 

 

 

 

 

 

Commercial

 

337

 

409

 

237

 

205

 

Commercial real estate

 

26

 

117

 

8

 

99

 

Construction

 

4

 

135

 

 

 

Residential real estate

 

191

 

39

 

139

 

35

 

Consumer

 

1,236

 

765

 

602

 

377

 

Lease financing

 

 

 

 

 

Total

 

1,794

 

1,465

 

986

 

716

 

Net charge-offs

 

(1,685

)

(2,407

)

(557

)

(1,217

)

Provision for loan losses

 

4,779

 

6,067

 

2,353

 

3,051

 

Allowance balance - ending

 

$

158,431

 

$

142,261

 

$

158,431

 

$

142,261

 

Average loans

 

$

9,481,159

 

$

7,437,036

 

$

9,623,884

 

$

7,513,576

 

Percent of net charge-offs (annualized) to average loans

 

0.04

%

0.07

%

0.02

%

0.06

%

Period-end loans

 

$

9,762,110

 

$

7,560,931

 

 

 

 

 

Percent of allowance for loan losses to period-end loans

 

1.62

%

1.88

%

 

 

 

 

 

Interest Rate Risk

 

The objective of interest rate risk management is to contain the risks associated with interest rate fluctuations. The process involves identification and management of the sensitivity of net interest income to changing interest rates and other market factors. Interest rate risk, one of the more prominent risks in terms of potential earnings impact, is an inevitable part of being a financial intermediary. For more information see “Risk Management — Interest Rate Risk” in the Mercantile Bankshares Corporation’s 2003 Annual Report on Form 10-K.

 

EARNINGS SIMULATION MODEL PROJECTIONS

The following table summarizes the effect a positive 100 and 200 bp change and a negative 50 bp change in interest rates would have on Bankshares’ net interest income over the next 12 months.

 

 

 

Calculated increase / (decrease) in
projected net interest income

 

Change in interest rates
(basis points)

 

June 30,
2004

 

December 31,
2003

 

+ 200

 

 

5.4

%

4.6

%

+ 100

 

 

3.2

%

2.4

%

- 50

 

 

(2.5

)%

(2.1

)%

 

Bankshares’ interest sensitivity has become modestly more asset sensitive since December 31, 2003. Based on its most recent simulation model, Bankshares’ net interest income would increase by $15.6 million and $26.4 million if interest rates were to move up gradually over the next six months by 100 bp or 200 bp, respectively. A downward movement of 50 bp would reduce net interest income by $12.3 million. In response to action by the Federal Reserve to increase short-term interest rates, Bankshares raised its prime interest rate by 25 bp on June 30, 2004. Bankshares has approximately $3.6 billion in loans that will reprice daily or monthly as prime rate changes. The 25 bp increase is expected to yield approximately $4.5 million in additional income from these loans through the remainder of 2004. The effects of a rising rate environment on interest expense are less predictable due to customer behavior that shifts the mix. Current trends have seen very strong growth in noninterest bearing demand deposit accounts, while money market accounts and certificates of deposit have decreased. As rates begin to rise, management expects, based on Bankshares’ interest sensitivity position, that the margin and net interest income will expand.

 

26



 

Market Risk

 

Market risk is defined as the impact of changes in market values of assets and liabilities as interest rates and equity markets fluctuate. Changes in market values also impact the fee income earned by IWM, where a significant portion of the fee schedule is tied to current asset values under management or administration. Bankshares has designated substantially all of its investment portfolio as available-for-sale and in accordance with financial reporting standards, this portfolio is reported at fair value. Changes in fair value, net of tax, are reflected as a component of shareholders’ equity. Bankshares’ maintenance of capital ratios well above regulatory requirements (see Footnote No. 9) provides management with the flexibility to utilize the available-for-sale portfolio for liquidity and interest rate risk management needs, even during a period when valuations are depressed. Maintaining a fairly short duration in the portfolio also mitigates market risk.

 

Liquidity Risk

 

Liquidity risk is the possibility that Bankshares will not be able to fund present and future financial obligations. The objective of liquidity management is to maintain the ability to meet commitments to fund loans, purchase securities and repay deposits and other liabilities in accordance with their terms. Core deposits and the available-for-sale investment portfolio are key elements in meeting this objective. For the three months ended June 30, 2004, core deposits (total deposits less certificates of deposit of $100,000 and over), averaged $9.1 billion compared to $8.8 billion for the first quarter of 2004 and $8.9 billion for the fourth quarter of 2003. Although not viewed as core deposits, a substantial portion of short-term borrowings comprised of securities sold under agreements to repurchase and commercial paper, originate from core deposit relationships tied to the overnight cash management program offered to customers.

 

By limiting the maturity of securities and maintaining a conservative investment posture, management can rely on the investment portfolio to help meet any short-term funding needs. U.S. Treasury and agency securities, which provide the greatest liquidity, averaged $1.5 billion in the second quarter of 2004, a 1% decrease from the average of $1.6 billion for the first quarter of 2004 and a 5% decrease from the average of $1.6 billion for the fourth quarter 2003. In addition to these sources, Bankshares has access to national markets for certificates of deposit, commercial paper and debt financing. Should it need to further supplement its liquidity, Bankshares has $1.8 billion in lines with the FHLB Atlanta and back-up commercial paper lines of $40 million with commercial banks. Bankshares is required to obtain approval from holders of Bankshares’ 6.72% and 6.80% unsecured senior notes if it incrementally borrows in excess of $150 million. For more information see “Risk Management — Liquidity Risk” in the Mercantile Bankshares Corporation’s 2003 Annual Report on Form 10-K.

 

In the normal course of business, Bankshares routinely evaluates alternative sources of funding and liquidity.  With the current strong demand by real estate investors for stable commercial office properties, management is exploring the merits of a potential sale/leaseback transaction of its headquarters facility at Two Hopkins Plaza, Baltimore, MD.  Such a transaction would enhance Bankshares’ liquidity through the cash generated on the sale and a reduced investment in bank premises. Management is in the final stages of negotiations with an outside party.

 

Contractual Obligations and Commitments

 

Through the normal course of business, Bankshares enters into certain contractual obligations and other commitments. Such obligations generally relate to funding operations through debt arrangements as well as leases of premises and equipment.  As a financial services provider, Bankshares routinely enters into commitments to extend credit, including loan commitments, standby letters of credit and financial guarantees. For a discussion of these commitments see Footnote No. 6 “Commitments” above. For a discussion of contractual commitments see “Off-Balance Sheet Arrangements and Contractual Obligations” in the Mercantile Bankshares Corporation’s 2003 Annual Report on Form 10-K.  Items disclosed in the Annual Report on Form 10-K have not materially changed since the report was file with the exception of Bankshares entering into a 7 year service contract with SunGard Wealth Management Services to provide a new core accounting system and assume management of IWM’s back-office operations.  The table below summarizes the future minimum annual service fees associated with the SunGard contract:

 

(Dollars in thousands)

 

Purchase
Obligations

 

2004

 

$

833

 

2005

 

5,000

 

2006

 

5,000

 

2007

 

5,000

 

2008

 

5,000

 

2009

 

5,000

 

Thereafter

 

9,167

 

Total

 

$

35,000

 

 

27



 

Cautionary Statement

 

This report contains financial information determined by methods other than in accordance with Generally Accepted Accounting Principles (“GAAP”). Bankshares’ management uses these non-GAAP measures in their analysis of the Company’s performance. In, particular, net interest income, net interest margin and the cash operating efficiency ratio are calculated on a fully tax-equivalent basis (“FTE”).  The FTE basis is determined by adjusting net interest income to reflect tax-exempt interest income on a before-tax equivalent basis. These measures typically adjust GAAP performance measures to exclude intangible assets and the amortization of intangible assets related to the consummation of mergers. These operating earnings measures may also exclude other significant gains, losses or expenses that are not considered components of core earnings. Since these items and their impact on Bankshares’ performance are difficult to predict, management believes presentations of financial measures excluding the impact of these items provide useful supplemental information that is essential to a proper understanding of the operating results and financial position of Bankshares core businesses. These disclosures should not be viewed as a substitute for results determined in accordance with GAAP, nor are they necessarily comparable to operating earnings performance measures that may be presented by other companies.

 

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; credit quality; changes in leasing activities; effects of asset sensitivity and interest rate changes; information concerning market risk referenced in Item 3; expected pro forma assets, loans and deposits of the banks resulting from the planned reorganization; and the anticipated effect of the proposed reorganization on operations, regulatory compliance and service to banking customers.  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.  In addition, the following factors, among others, could cause actual results to differ materially from the anticipated results or expectations expressed in the forward-looking statements: Regulatory approvals for the transactions occurring in connection with the reorganization could be delayed or more burdensome to obtain than currently expected resulting in, among other things, an effective date later than July 2004; administrative and operational efficiencies may not improve to the degree projected; and competitive pressures and regulatory complexities that affect our banks may be stronger than expected.

 

28



 

Supplemental Information by Quarter

Select Financial Data

(in thousands, except per share data)

 

 

 

2Q 04

 

1Q 04

 

4Q 03

 

3Q 03

 

2Q 03

 

2Q 04
vs
1Q 04

 

2Q 04
vs
2Q 03

 

OPERATING RESULTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income (1)

 

$

133,060

 

$

133,674

 

$

133,249

 

$

122,232

 

$

112,723

 

(0.5

)%

18.0

%

Net interest income - taxable equivalent (1)

 

134,735

 

135,399

 

135,130

 

123,989

 

114,297

 

(0.5

)

17.9

 

Provision for loan losses

 

2,353

 

2,426

 

3,033

 

3,005

 

3,051

 

(3.0

)

(22.9

)

Net income

 

56,313

 

55,697

 

50,645

 

47,173

 

50,010

 

1.1

 

12.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PER COMMON SHARE DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income

 

$

.71

 

$

.70

 

$

.64

 

$

.64

 

$

.73

 

1.4

%

(2.7

)%

Diluted net income

 

.71

 

.69

 

.63

 

.63

 

.72

 

2.9

 

(1.4

)

Dividends paid

 

.35

 

.33

 

.33

 

.33

 

.33

 

6.1

 

6.1

 

Book value at period end

 

23.28

 

23.61

 

23.08

 

22.89

 

19.91

 

(1.4

)

16.9

 

Market value at period end

 

46.82

 

42.93

 

45.58

 

40.00

 

39.35

 

9.1

 

19.0

 

Market range:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

High

 

47.93

 

46.01

 

45.95

 

42.49

 

41.30

 

4.2

 

16.1

 

Low

 

40.31

 

41.50

 

39.76

 

38.91

 

33.90

 

(2.9

)

18.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AVERAGE  BALANCE SHEET DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

 

$

9,623,884

 

$

9,338,433

 

$

9,129,330

 

$

8,331,265

 

$

7,513,576

 

3.1

%

28.1

%

Total earning assets

 

12,775,183

 

12,475,851

 

12,523,854

 

11,750,966

 

10,465,457

 

2.4

 

22.1

 

Total assets

 

13,939,185

 

13,618,193

 

13,666,099

 

12,622,100

 

11,033,724

 

2.4

 

26.3

 

Total deposits

 

10,398,257

 

10,066,645

 

10,168,699

 

9,388,714

 

8,313,714

 

3.3

 

25.1

 

Shareholders’ equity

 

1,851,761

 

1,848,461

 

1,811,742

 

1,550,937

 

1,324,293

 

0.2

 

39.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STATISTICS AND RATIOS  (Net income annualized)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

1.62

%

1.64

%

1.47

%

1.48

%

1.82

%

 

 

 

 

Return on average equity (2)

 

12.23

 

12.12

 

11.09

 

12.07

 

15.15

 

 

 

 

 

Return on average tangible equity (2)

 

18.14

 

18.01

 

16.49

 

15.70

 

17.05

 

 

 

 

 

Average equity to average assets (2)

 

13.28

 

13.57

 

13.26

 

12.29

 

12.00

 

 

 

 

 

Average tangible equity to average tangible assets (2)

 

9.55

 

9.75

 

9.51

 

9.91

 

10.91

 

 

 

 

 

Net interest rate spread - taxable equivalent

 

3.91

 

4.03

 

3.93

 

3.81

 

3.94

 

 

 

 

 

Net interest margin on earning assets - taxable equivalent

 

4.24

 

4.37

 

4.28

 

4.19

 

4.38

 

 

 

 

 

Efficiency ratio (1),(3)

 

50.12

 

50.40

 

54.47

 

53.67

 

48.24

 

 

 

 

 

Operating efficiency ratio (1),(3)

 

49.03

 

49.24

 

50.92

 

51.14

 

49.24

 

 

 

 

 

Dividend payout ratio

 

49.30

 

47.14

 

51.56

 

51.56

 

45.21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank offices

 

229

 

229

 

227

 

236

 

187

 

 

42

 

Employees

 

3,508

 

3,575

 

3,565

 

3,642

 

3,035

 

(67

)

473

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CREDIT QUALITY DATA AT PERIOD END

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net charge-offs

 

$

557

 

$

1,128

 

$

3,450

 

$

2,717

 

$

1,217

 

(50.6

)%

(54.2

)%

Nonaccrual loans

 

39,888

 

48,007

 

50,352

 

51,001

 

37,768

 

(16.9

)

5.6

 

Restructured loans

 

 

 

 

 

 

 

 

Total nonperforming loans

 

39,888

 

48,007

 

50,352

 

51,001

 

37,768

 

(16.9

)

5.6

 

Other real estate owned, net

 

402

 

134

 

191

 

397

 

376

 

200.0

 

6.9

 

Total nonperforming assets

 

40,290

 

48,141

 

50,543

 

51,398

 

38,144

 

(16.3

)

5.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CREDIT QUALITY RATIOS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for loan losses (annualized) as a percent of period-end loans

 

.10

%

.10

%

.13

%

.13

%

.16

%

 

 

 

 

Net charge-offs (annualized) as a percent of period-end loans

 

.02

 

.05

 

.15

 

.12

 

.06

 

 

 

 

 

Nonperforming loans as a percent of period-end loans

 

.41

 

.51

 

.54

 

.57

 

.50

 

 

 

 

 

Allowance for loan losses as a percent of period-end loans

 

1.62

 

1.66

 

1.68

 

1.73

 

1.88

 

 

 

 

 

Allowance for loan losses as a percent of nonperforming loans

 

397.19

 

326.28

 

308.50

 

305.39

 

376.67

 

 

 

 

 

Other real estate owned as a percent of period-end loans and other real estate owned

 

 

 

 

 

 

 

 

 

 

Nonperforming assets as a percent of period-end loans and other real estate owned

 

.41

 

.51

 

.55

 

.57

 

.50

 

 

 

 

 

Nonperforming assets as a percent of total assets

 

.29

 

.34

 

.37

 

.37

 

.33

 

 

 

 

 

 


(1),(2),(3)  See Reconciliation of Non-GAAP measures on page 33 for additional information.

 

29



 

Statements of Consolidated Income

(in thousands, except per share data)

 

 

 

2Q 04

 

1Q 04

 

4Q 03

 

3Q 03

 

2Q 03

 

2Q 04
vs
1Q 04

 

2Q 04
vs
2Q 03

 

INTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

132,116

 

$

129,060

 

$

129,288

 

$

120,137

 

$

111,962

 

2.4

%

18.0

%

Interest and dividends on investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable interest income

 

26,165

 

27,401

 

28,660

 

27,285

 

26,638

 

(4.5

)

(1.8

)

Tax-exempt interest income

 

820

 

877

 

999

 

783

 

497

 

(6.5

)

65.0

 

Dividends

 

300

 

261

 

114

 

212

 

199

 

14.9

 

50.8

 

Other investment income

 

(372

)

3,341

 

2,578

 

1,508

 

2,318

 

(111.1

)

(116.0

)

 

 

26,913

 

31,880

 

32,351

 

29,788

 

29,652

 

(15.6

)

(9.2

)

Other interest income

 

589

 

175

 

630

 

1,291

 

1,314

 

236.6

 

(55.2

)

Total interest income

 

159,618

 

161,115

 

162,269

 

151,216

 

142,928

 

(0.9

)

11.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on deposits

 

19,873

 

20,767

 

22,298

 

22,313

 

23,450

 

(4.3

)

(15.3

)

Interest on short-term borrowings

 

1,480

 

1,419

 

1,287

 

1,303

 

1,469

 

4.3

 

0.7

 

Interest on long-term debt

 

5,205

 

5,255

 

5,435

 

5,368

 

5,286

 

(1.0

)

(1.5

)

Total interest expense

 

26,558

 

27,441

 

29,020

 

28,984

 

30,205

 

(3.2

)

(12.1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INTEREST INCOME

 

133,060

 

133,674

 

133,249

 

122,232

 

112,723

 

(0.5

)

18.0

 

Provision for loan losses

 

2,353

 

2,426

 

3,033

 

3,005

 

3,051

 

(3.0

)

(22.9

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

 

130,707

 

131,248

 

130,216

 

119,227

 

109,672

 

(0.4

)

19.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NONINTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment and wealth management

 

22,936

 

21,983

 

21,483

 

20,577

 

19,508

 

4.3

 

17.6

 

Service charges on deposit accounts

 

10,351

 

10,119

 

10,840

 

9,701

 

8,311

 

2.3

 

24.5

 

Mortgage banking related fees

 

2,293

 

2,940

 

2,813

 

3,403

 

2,507

 

(22.0

)

(8.5

)

Investment securities gains and (losses)

 

590

 

(55

)

122

 

(336

)

6,536

 

 

(91.0

)

Other income

 

15,380

 

14,898

 

12,140

 

12,558

 

8,575

 

3.2

 

79.4

 

Total noninterest income

 

51,550

 

49,885

 

47,398

 

45,903

 

45,437

 

3.3

 

13.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NONINTEREST EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries

 

44,689

 

44,788

 

45,724

 

43,870

 

36,317

 

(0.2

)

23.1

 

Employee benefits

 

10,928

 

12,513

 

8,826

 

10,144

 

9,319

 

(12.7

)

17.3

 

Net occupancy expense of bank premises

 

5,819

 

6,060

 

7,305

 

5,136

 

4,219

 

(4.0

)

37.9

 

Furniture and equipment expenses

 

7,573

 

7,364

 

9,636

 

8,432

 

6,743

 

2.8

 

12.3

 

Communications and supplies

 

4,195

 

4,304

 

4,682

 

3,889

 

3,181

 

(2.5

)

31.9

 

Other expenses

 

20,163

 

18,357

 

23,255

 

19,718

 

17,270

 

9.8

 

16.8

 

Total noninterest expenses

 

93,367

 

93,386

 

99,428

 

91,189

 

77,049

 

 

21.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

88,890

 

87,747

 

78,186

 

73,941

 

78,060

 

1.3

 

13.9

 

Applicable income taxes

 

32,577

 

32,050

 

27,541

 

26,768

 

28,050

 

1.6

 

16.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

56,313

 

$

55,697

 

$

50,645

 

$

47,173

 

$

50,010

 

1.1

 

12.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

79,119

 

79,725

 

79,554

 

74,253

 

68,860

 

(0.8

)

14.9

 

Adjusted weighted average shares outstanding

 

79,751

 

80,258

 

80,196

 

74,840

 

69,318

 

(0.6

)

15.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME PER COMMON SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

.71

 

$

.70

 

$

.64

 

$

.64

 

$

.73

 

1.4

 

(2.7

)

Diluted

 

$

.71

 

$

.69

 

$

.63

 

$

.63

 

$

.72

 

2.9

 

(1.4

)

 

30



 

Statements of Consolidated Noninterest Income and Noninterest Expenses

(in thousands)

 

Noninterest Income

 

2Q 04

 

1Q 04

 

4Q 03

 

3Q 03

 

2Q 03

 

2Q 04
vs
1Q 04

 

2Q 04
vs
2Q 03

 

Investment and wealth management

 

$

22,936

 

$

21,983

 

$

21,483

 

$

20,577

 

$

19,508

 

4.3

%

17.6

%

Service charges on deposit accounts

 

10,351

 

10,119

 

10,840

 

9,701

 

8,311

 

2.3

 

24.5

 

Mortgage banking related fees:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

1,563

 

1,920

 

1,555

 

1,773

 

1,693

 

(18.6

)

(7.7

)

Residential

 

730

 

1,020

 

1,258

 

1,630

 

814

 

(28.4

)

(10.3

)

Total mortgage banking related fees

 

2,293

 

2,940

 

2,813

 

3,403

 

2,507

 

(22.0

)

(8.5

)

Investment securities gains and (losses)

 

590

 

(55

)

122

 

(336

)

6,536

 

 

(91.0

)

Other income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electronic banking fees

 

5,951

 

4,400

 

4,083

 

5,133

 

4,145

 

35.3

 

43.6

 

Charges and fees on loans

 

2,835

 

2,458

 

2,602

 

2,430

 

2,069

 

15.3

 

37.0

 

Insurance

 

3,267

 

3,828

 

2,670

 

1,653

 

175

 

(14.7

)

 

Bank-owned life insurance

 

785

 

794

 

576

 

559

 

439

 

(1.1

)

78.8

 

All other income

 

2,542

 

3,418

 

2,209

 

2,783

 

1,747

 

(25.6

)

45.5

 

Total other income

 

15,380

 

14,898

 

12,140

 

12,558

 

8,575

 

3.2

 

79.4

 

Total

 

$

51,550

 

$

49,885

 

$

47,398

 

$

45,903

 

$

45,437

 

3.3

%

13.5

%

 

Noninterest Expenses

 

2Q 04

 

1Q 04

 

4Q 03

 

3Q 03

 

2Q 03

 

2Q 04
vs
1Q 04

 

2Q 04
vs
2Q 03

 

Salaries

 

$

44,689

 

$

44,788

 

$

45,724

 

$

43,870

 

$

36,317

 

(0.2%

)

23.1

%

Employee benefits

 

10,928

 

12,513

 

8,826

 

10,144

 

9,319

 

(12.7

)

17.3

 

Net occupancy expense of bank premises

 

5,819

 

6,060

 

7,305

 

5,136

 

4,219

 

(4.0

)

37.9

 

Furniture and equipment expenses

 

7,573

 

7,364

 

9,636

 

8,432

 

6,743

 

2.8

 

12.3

 

Communications and supplies

 

4,195

 

4,304

 

4,682

 

3,889

 

3,181

 

(2.5

)

31.9

 

Other expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional services

 

4,996

 

3,834

 

7,080

 

5,380

 

4,962

 

30.3

 

0.7

 

Advertising and promotional expenses

 

2,135

 

1,703

 

3,275

 

2,168

 

2,247

 

25.4

 

(5.0

)

Electronic banking expenses

 

2,485

 

1,929

 

1,791

 

2,432

 

1,851

 

28.8

 

34.3

 

Amortization of intangible assets

 

2,056

 

2,032

 

1,847

 

1,688

 

848

 

1.2

 

142.5

 

Outsourcing expenses

 

1,227

 

1,459

 

1,136

 

1,049

 

1,010

 

(15.9

)

21.5

 

All other expenses

 

7,264

 

7,400

 

8,126

 

7,001

 

6,352

 

(1.8

)

14.4

 

Total other expenses

 

20,163

 

18,357

 

23,255

 

19,718

 

17,270

 

9.8

 

16.8

 

Total

 

$

93,367

 

$

93,386

 

$

99,428

 

$

91,189

 

$

77,049

 

%

21.2

%

 

31



 

Consolidated Average Balance Sheets

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Balance

 

 

 

2Q04

 

1Q04

 

4Q03

 

3Q03

 

2Q03

 

2Q 04
vs
1Q 04

 

2Q 04
vs
2Q 03

 

 

 

Average
Balance

 

Yield*/
Rate

 

Average
Balance

 

Yield*/
Rate

 

Average
Balance

 

Yield*/
Rate

 

Average
Balance

 

Yield*/
Rate

 

Average
Balance

 

Yield*/
Rate

 

 

 

 

 

Earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans: **

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

2,727,051

 

5.13

%

$

2,632,605

 

5.14

%

$

2,628,283

 

5.13

%

$

2,508,721

 

5.28

%

$

2,411,227

 

5.57

%

3.6

%

13.1

%

Commercial real estate

 

2,871,615

 

5.83

 

2,768,779

 

5.91

 

2,664,891

 

6.00

 

2,391,892

 

6.02

 

2,116,259

 

6.31

 

3.7

 

35.7

 

Construction

 

1,113,301

 

5.21

 

1,103,901

 

5.18

 

1,053,049

 

5.25

 

969,251

 

5.34

 

870,955

 

5.51

 

0.9

 

27.8

 

Residential real estate

 

1,437,331

 

5.91

 

1,358,975

 

6.06

 

1,309,345

 

6.13

 

1,205,020

 

6.28

 

1,089,772

 

6.63

 

5.8

 

31.9

 

Consumer

 

1,474,586

 

5.81

 

1,474,173

 

5.79

 

1,473,762

 

5.94

 

1,256,381

 

6.18

 

1,025,363

 

6.42

 

 

43.8

 

Total loans

 

9,623,884

 

5.57

 

9,338,433

 

5.61

 

9,129,330

 

5.67

 

8,331,265

 

5.78

 

7,513,576

 

6.04

 

3.1

 

28.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold, et al

 

95,504

 

2.48

 

47,791

 

1.47

 

215,329

 

1.15

 

413,675

 

1.19

 

313,844

 

1.68

 

99.8

 

(69.6

)

Securities: ***

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and gov. agencies

 

1,543,661

 

3.74

 

1,560,700

 

3.89

 

1,629,554

 

4.01

 

1,629,544

 

4.19

 

1,741,380

 

4.32

 

(1.1

)

(11.4

)

Mortgage-backed

 

1,254,512

 

3.78

 

1,277,802

 

3.87

 

1,275,875

 

3.79

 

1,150,073

 

3.48

 

760,630

 

4.15

 

(1.8

)

64.9

 

Other investments

 

159,282

 

(.17

)

146,592

 

9.90

 

142,405

 

7.51

 

120,093

 

5.70

 

98,277

 

10.38

 

8.7

 

62.1

 

Tax-exempt securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

States and political subdivisions

 

98,182

 

5.55

 

104,375

 

5.59

 

117,374

 

5.59

 

84,944

 

6.05

 

37,412

 

8.82

 

(5.9

)

162.4

 

Total securities

 

3,055,637

 

3.61

 

3,089,469

 

4.23

 

3,165,208

 

4.14

 

2,984,654

 

4.03

 

2,637,699

 

4.56

 

(1.1

)

15.8

 

Interest-bearing deposits in other banks

 

158

 

1.06

 

158

 

1.09

 

13,987

 

.23

 

21,372

 

.85

 

338

 

3.50

 

 

(53.3

)

Total earning assets

 

12,775,183

 

5.08

 

12,475,851

 

5.25

 

12,523,854

 

5.20

 

11,750,966

 

5.16

 

10,465,457

 

5.54

 

2.4

 

22.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

298,440

 

 

 

285,524

 

 

 

298,581

 

 

 

295,289

 

 

 

243,728

 

 

 

4.5

 

22.4

 

Bank premises and equipment, net

 

141,757

 

 

 

141,632

 

 

 

139,022

 

 

 

124,275

 

 

 

104,825

 

 

 

0.1

 

35.2

 

Other assets

 

881,921

 

 

 

871,583

 

 

 

861,348

 

 

 

602,614

 

 

 

361,951

 

 

 

1.2

 

143.7

 

Less: allowance for loan losses

 

(158,116

)

 

 

(156,397

)

 

 

(156,706

)

 

 

(151,044

)

 

 

(142,237

)

 

 

1.1

 

11.2

 

Total assets

 

$

13,939,185

 

 

 

$

13,618,193

 

 

 

$

13,666,099

 

 

 

$

12,622,100

 

 

 

$

11,033,724

 

 

 

2.4

 

26.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings

 

$

1,434,288

 

.29

 

$

1,364,181

 

.29

 

$

1,341,697

 

.30

 

$

1,218,813

 

.30

 

$

1,078,760

 

.51

 

5.1

 

33.0

 

Checking plus interest

 

1,302,313

 

.15

 

1,236,552

 

.15

 

1,217,573

 

.16

 

1,119,989

 

.16

 

993,268

 

.22

 

5.3

 

31.1

 

Money market

 

1,564,295

 

.54

 

1,590,460

 

.60

 

1,606,119

 

.62

 

1,431,262

 

.61

 

1,201,044

 

.81

 

(1.6

)

30.2

 

Time deposits $100,000 and over

 

1,315,119

 

1.82

 

1,287,695

 

1.99

 

1,316,951

 

2.08

 

1,270,016

 

2.20

 

1,277,652

 

2.37

 

2.1

 

2.9

 

Other time deposits

 

1,955,632

 

2.12

 

1,979,433

 

2.15

 

2,038,739

 

2.21

 

1,942,113

 

2.39

 

1,708,177

 

2.72

 

(1.2

)

14.5

 

Total interest-bearing deposits

 

7,571,647

 

1.06

 

7,458,321

 

1.12

 

7,521,079

 

1.18

 

6,982,193

 

1.27

 

6,258,901

 

1.50

 

1.5

 

21.0

 

Short-term borrowings

 

910,854

 

.65

 

919,388

 

.62

 

907,914

 

.56

 

944,979

 

.55

 

771,892

 

.76

 

(0.9

)

18.0

 

Long-term debt

 

648,576

 

3.23

 

649,058

 

3.26

 

649,516

 

3.32

 

611,801

 

3.48

 

527,223

 

4.02

 

(0.1

)

23.0

 

Total interest-bearing funds

 

9,131,077

 

1.17

 

9,026,767

 

1.22

 

9,078,509

 

1.27

 

8,538,973

 

1.35

 

7,558,016

 

1.60

 

1.2

 

20.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

2,826,610

 

 

 

2,608,324

 

 

 

2,647,620

 

 

 

2,406,521

 

 

 

2,054,813

 

 

 

8.4

 

37.6

 

Other liabilities and accrued expenses

 

129,737

 

 

 

134,641

 

 

 

128,228

 

 

 

125,669

 

 

 

96,602

 

 

 

(3.6

)

34.3

 

Total liabilities

 

12,087,424

 

 

 

11,769,732

 

 

 

11,854,357

 

 

 

11,071,163

 

 

 

9,709,431

 

 

 

2.7

 

24.5

 

Shareholders’ equity

 

1,851,761

 

 

 

1,848,461

 

 

 

1,811,742

 

 

 

1,550,937

 

 

 

1,324,293

 

 

 

0.2

 

39.8

 

Total liabilities & shareholders’ equity

 

$

13,939,185

 

 

 

$

13,618,193

 

 

 

$

13,666,099

 

 

 

$

12,622,100

 

 

 

$

11,033,724

 

 

 

2.4

 

26.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest rate spread

 

 

 

3.91

%

 

 

4.03

%

 

 

3.93

%

 

 

3.81

%

 

 

3.94

%

 

 

 

 

Effect of noninterest-bearing funds

 

 

 

.33

 

 

 

.34

 

 

 

.35

 

 

 

.38

 

 

 

.44

 

 

 

 

 

Net interest margin on earning assets

 

 

 

4.24

%

 

 

4.37

%

 

 

4.28

%

 

 

4.19

%

 

 

4.38

%

 

 

 

 

 


* Presented on a tax-equivalent basis using the statutory federal corporate income tax rate of 35% (see reconciliation of non-GAAP measures on page 33)

** Nonaccrual loans are included in average loans

*** Balances reported at amortized cost; excludes pretax unrealized gains (losses) on securities available-for-sale

 

32



 

Reconciliation of Non-GAAP Measures (unaudited)

 

(In thousands, except per share data)

 

YTD
2004

 

YTD
2003

 

2 Q 04

 

1 Q 04

 

4 Q 03

 

3 Q 03

 

2 Q 03

 

 

(1)          The net interest margin and efficiency ratios are presented on a fully tax-equivalent (“FTE”) and annualized basis. The FTE basis adjusts for the tax-favored status of income from certain loans and investments.  Management believes this measure to be the preferred industry measurement of the net interest income and provides a relevant comparison between taxable and non-taxable investments.

 

Net interest income (GAAP basis)

 

$

266,734

 

$

223,849

 

$

133,060

 

$

133,674

 

$

133,249

 

$

122,232

 

$

112,723

 

Taxable-equivalent adjustment

 

3,400

 

3,122

 

1,675

 

1,725

 

1,881

 

1,757

 

1,574

 

Net interest income - taxable equivalent

 

$

270,134

 

$

226,971

 

$

134,735

 

$

135,399

 

$

135,130

 

$

123,989

 

$

114,297

 

 

(2)          Management excludes the balance of intangible assets and their amortization expense from its calculation of return on average tangible assets, return on average tangible equity and average tangible equity to average tangible assets. This adjustment allows management to review the core operating results and core capital position of the Company. This is consistent with the treatment by bank regulatory agencies which exclude goodwill and other intangible assets from their calculation of risk-based capital ratios.

 

Return on average assets (GAAP basis)

 

1.63

%

1.85

%

1.62

%

1.64

%

1.47

%

1.48

%

1.82

%

Impact of excluding average intangible Assets and amortization

 

0.11

 

0.04

 

0.11

 

0.12

 

0.10

 

0.08

 

0.04

 

Return on average tangible assets

 

1.74

%

1.89

%

1.73

%

1.76

%

1.57

%

1.56

%

1.86

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average equity (GAAP basis)

 

12.18

%

15.24

%

12.23

%

12.12

%

11.09

%

12.07

%

15.15

%

Impact of excluding average intangible Assets and amortization

 

5.92

 

1.78

 

5.91

 

5.89

 

5.40

 

3.63

 

1.90

 

Return on average tangible equity

 

18.10

%

17.02

%

18.14

%

18.01

%

16.49

%

15.70

%

17.05

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average equity to average assets (GAAP basis)

 

13.42

%

12.15

%

13.28

%

13.57

%

13.26

%

12.29

%

12.00

%

Impact of excluding average intangible Assets and amortization

 

(3.78

)

(1.05

)

(3.73

)

(3.82

)

(3.75

)

(2.38

)

(1.09

)

Average tangible equity to average tangible assets

 

9.64

%

11.10

%

9.55

%

9.75

%

9.51

%

9.91

%

10.91

%

 

When computing the cash operating efficiency ratio and cash operating earnings, management excludes the amortization of intangible assets, restructuring charges, merger-related expenses, gains on building sales and gains and losses from sales of investment securities in order to assess the core operating results of the Company and because of the uncertainty as to timing and amount of gain or losses to be recognized.

 

(3)          The efficiency ratio is measured by dividing noninterest expenses by the sum of net interest income on a FTE basis and noninterest income.

 

Efficiency ratio (GAAP basis)

 

50.26

%

47.32

%

50.12

%

50.40

%

54.47

%

53.67

%

48.24

%

Impact of excluding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities gains and (losses)

 

0.07

 

1.11

 

0.16

 

(0.01

)

0.04

 

(0.10

)

2.05

 

Gains on building sales

 

0.13

 

0.04

 

0.08

 

0.17

 

 

 

0.02

 

Amortization of deposit intangibles

 

(0.74

)

(0.23

)

(0.73

)

(0.74

)

(0.60

)

(0.69

)

(0.23

)

Amortization of other intangibles

 

(0.36

)

(0.21

)

(0.37

)

(0.36

)

(0.40

)

(0.30

)

(0.32

)

Restructuring charges

 

(0.11

)

 

(0.23

)

 

 

 

 

Merger-related expenses

 

(0.11

)

(0.27

)

 

(0.22

)

(2.59

)

(1.44

)

(0.52

)

Cash operating efficiency ratio

 

49.14

%

47.76

%

49.03

%

49.24

%

50.92

%

51.14

%

49.24

%

 

(4)          Bankshares presents cash operating earnings and diluted cash operating earnings per share in order to assess the core operating results of the Company.

 

Net income (GAAP basis)

 

$

112,010

 

$

98,996

 

$

56,313

 

$

55,697

 

$

50,645

 

$

47,173

 

$

50,010

 

Less: Securities (gains) and losses, net of tax

 

(323

)

(4,444

)

(357

)

33

 

(74

)

203

 

(3,951

)

Gains on building sales

 

(583

)

(138

)

(189

)

(394

)

 

 

(52

)

Plus: Amortization of deposit intangibles, net of tax

 

1,653

 

442

 

826

 

826

 

670

 

708

 

221

 

Amortization of other intangibles, net of tax

 

819

 

409

 

417

 

402

 

446

 

311

 

292

 

Restructuring charges, net of tax

 

251

 

 

251

 

 

 

 

 

Merger-related expenses, net of tax

 

248

 

518

 

 

248

 

2,847

 

1,481

 

487

 

Cash operating earnings

 

$

114,075

 

$

95,783

 

$

57,261

 

$

56,812

 

$

54,534

 

$

49,876

 

$

47,007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per share (GAAP basis)

 

$

1.40

 

$

1.43

 

$

0.71

 

$

0.69

 

$

0.63

 

$

0.63

 

$

0.72

 

Less: Securities (gains) and losses, net of tax

 

 

(0.08

)

 

 

 

 

(0.06

)

Gains on building sales

 

 

 

 

 

 

 

 

Plus: Amortization of deposit intangibles, net of tax

 

0.02

 

0.01

 

0.01

 

0.01

 

0.01

 

0.01

 

 

Amortization of other intangibles, net of tax

 

0.01

 

0.01

 

 

0.01

 

0.01

 

0.01

 

0.01

 

Restructuring charges, net of tax

 

 

 

 

 

 

 

 

Merger-related expenses, net of tax

 

 

0.01

 

 

 

0.04

 

0.02

 

0.01

 

Diluted cash operating earnings per share

 

$

1.43

 

$

1.38

 

$

0.72

 

$

0.71

 

$

0.69

 

$

0.67

 

$

0.68

 

 

33



 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Information responsive to this item as of December 31, 2003 appears under the captions “Risk Management”, “Interest Rate Sensitivity Analysis (Static Gap)” and “Earnings Simulation Model Projections” of the registrant’s Form 10-K for the year ended December 31, 2003. There was no material change in such information as of June 30, 2004.

 

Item 4. Controls and Procedures

 

As of June 30, 2004, Bankshares’ management, under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as that term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended. Based on the evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective. There were no significant changes in the Company’s internal controls during the last fiscal quarter.

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

On July 12, former employee John Pileggi filed suit against Mercantile Bankshares Corp., Mercantile Safe Deposit and Trust Company and Edward J. Kelly. The complaint alleges that the public statements made by the defendants regarding the circumstances of Mr. Pileggi’s termination gives rise to claims of libel, invasion of privacy and false light. Mr. Pileggi also alleges breach of contract. The complaint seeks actual and punitive damages amounting to $240 million. The Bank terminated Mr. Pileggi’s employment on March 18, 2004 for the reasons set out in a press release of that same date. Bankshares believes the suit is without merit.

 

Item 2.    Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

 

(e)                                  Issuer Purchases of Equity Securities:

 

 

 

(a)

 

(b)

 

(c)

 

(d)

 

 

 

Total number
of shares
purchased

 

Average
price paid
per share

 

Number of
shares purchased
as part of
publicly
announced plans
or programs

 

Maximum
number of
shares that may
yet be purchased
under the plan
or programs (1)

 

January 1, 2004 - January 31, 2004

 

 

$

 

 

1,476,327

 

February 1, 2004 - February 29, 2004

 

 

 

 

1,476,327

 

March 1, 2004 - March 31, 2004

 

 

 

 

1,476,327

 

April 1, 2004 - April 30, 2004

 

1,000,000

 

44.11

 

1,000,000

 

476,327

 

May 1, 2004 - May 31, 2004

 

 

 

 

476,327

 

June 1, 2004 - June 30, 2004

 

 

 

 

476,327

 

Total

 

1,000,000

 

$

44.11

 

1,000,000

 

 

 

 


(1) On December 11, 2001 Bankshares’ Board of Directors authorized the purchase of 2 million shares of Mercantile Bankshares common stock.

 

34



 

Item 4.    Submission of Matters to a Vote of Security Holders

 

Matters voted upon and considered at the Annual Meeting of Shareholders held on May 11, 2004. There were 79,968,512 shares of Common Stock entitled to vote at the meeting and a total of 64,490,568 shares, or 80.8%, were represented at the meeting.

 

Elect the following individuals as directors of Bankshares to serve until the 2007 Annual Meeting of Stockholders and until successors are duly elected and qualify. The results of voting for election of directors were:

 

 

 

For

 

Withheld

 

Cynthia A. Archer

 

63,476,057

 

1,014,511

 

Richard O. Berndt

 

63,501,359

 

989,209

 

Howard B. Bowen

 

63,925,667

 

564,901

 

William R. Brody, M.D.

 

63,460,351

 

1,030,217

 

Edward J. Kelly, III

 

63,808,249

 

682,319

 

Morton B. Plant

 

63,876,328

 

614,240

 

 

The following directors’ terms of office continued after the meeting and were not up for reelection:

 

R. Carl Benna

Eddie C. Brown

George L. Bunting, Jr.

Anthony W. Deering

Darrell D. Friedman

Freeman A. Hrabowski, III

Robert A. Kinsley

Jenny G. Morgan

Christian H. Poindexter

Clayton S. Rose

James L. Shea

Donald J. Shepard

 

Ratifed the appointment of PricewaterhouseCoopers LLP as Bankshares’ Independent Public Accountant for 2004. The voting results of shares represented by proxy were:

 

For

 

Against

 

Abstained

 

Broker nonvotes

 

62,585,378

 

1,420,400

 

484,790

 

 

 

Approve the Mercantile Bankshares Corporation 1999 Omnibus Stock Plan, as amended. The results of voting regarding the 1999 Omnibus Stock Plan were:

 

For

 

Against

 

Abstained

 

Broker nonvotes

 

45,088,196

 

5,435,231

 

1,210,452

 

12,756,689

 

 

Approve the Mercantile Bankshares Corporation and Affiliates Unfunded Deferred Compensation Plan for Directors, as amended. The results of voting regarding the Unfunded Deferred Compensation Plan for Directors were:

 

For

 

Against

 

Abstained

 

Broker nonvotes

 

45,003,956

 

5,419,240

 

1,310,682

 

12,756,690

 

 

Item 6.    Exhibits and Reports on Form 8-K

 

(a)                                  Exhibits

 

31.1 Section 302 Certification of Chief Executive Officer. Filed as an exhibit hereto and incorporated herein by reference

 

31.2 Section 302 Certification of Chief Financial Officer. Filed as an exhibit hereto and incorporated herein by reference

 

32.1 Section 906 Certification of Chief Executive Officer. Filed as an exhibit hereto and incorporated herein by reference

 

32.2 Section 906 Certification of Chief Financial Officer. Filed as an exhibit hereto and incorporated herein by reference

 

35



 

(b)                                 Reports on Form 8-K

 

Form 8-K filed, dated April 20, 2004, Item 9. Regulation FD Disclosure, announced first quarter earnings.

Form 8-K filed, dated April 26, 2004, Item 5. Other Events and Regulation FD Disclosure, announced that its Board of Directors has determined that a significant majority are independent under the Nasdaq Rules.

Form 8-K filed, dated April 30, 2004, Item 5. Other Events and Regulation FD Disclosure, announced that it has initiated a significant reorganization within its affiliate bank network

Form 8-K filed, dated June 8, 2004, Item 5. Other Events and Regulation FD Disclosure, announced quarterly cash dividend

 

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

 

 

(Registrant)

 

 

 

August 6, 2004

 

/s/ Edward J. Kelly, III

Date

 

By: Edward J. Kelly, III

 

 

Chairman of the Board,
President and
Chief Executive Officer

 

 

 

August 6, 2004

 

/s/ Terry L. Troupe

Date

 

By: Terry L. Troupe

 

 

Chief Financial Officer

 

 

 

August 6, 2004

 

/s/ William T. Skinner, Jr.

Date

 

By: William T. Skinner, Jr.

 

 

Controller

 

36