-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dwXj1nnts18DSeJRAuLwdZ7KvNpWPz9GkOOGHSYxx+wd+BNVgAudzXD8Vg7TPMbS L/0JL0/GLNxUqcued/EBVQ== 0000950114-95-000089.txt : 19950517 0000950114-95-000089.hdr.sgml : 19950516 ACCESSION NUMBER: 0000950114-95-000089 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950501 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950512 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCANTILE BANCORPORATION INC CENTRAL INDEX KEY: 0000064907 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 430951744 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11792 FILM NUMBER: 95538161 BUSINESS ADDRESS: STREET 1: ONE MECANTILE CENTER STREET 2: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166-0524 BUSINESS PHONE: 3144252525 MAIL ADDRESS: STREET 1: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166-0524 FORMER COMPANY: FORMER CONFORMED NAME: MERCANTILE TRUST CO DATE OF NAME CHANGE: 19720229 8-K 1 MERCANTILE BANCORPORATION, INC. FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 MAY 1, 1995 ----------- DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MERCANTILE BANCORPORATION INC. ------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MISSOURI 0-6045 43-0951744 - -------- ------ ---------- (STATE OR OTHER (IRS EMPLOYER (COMMISSION OTHER JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.) INCORPORATION) P.O. BOX 524, ST. LOUIS, MISSOURI 63166-0524 - --------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (314) 425-2525 -------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Effective May 1, 1995, TCBankshares, Inc., ("TCB"), an Arkansas corporation and a bank holding company registered under the Bank Holding Company Act of 1956, as amended, was merged (the "Merger") with and into a wholly owned subsidiary of the Registrant, pursuant to an Agreement and Plan of Reorganization, dated December 2, 1994, between the Registrant and TCB (the "Agreement"). Pursuant to the terms of the Agreement, effective upon the Merger, each outstanding share of (i) TCB's common stock, par value $50.00 per share ("TCB Common Stock"), was converted into the right to receive 2,228.2299 shares of the Registrant's common stock, par value $5.00 per share ("Mer cantile Common Stock"), (ii) TCB's preferred stock, series A, par value $10.00 ("TCB Series A Preferred Stock"), was converted into the right to receive 1 share of the Registrant's preferred stock, series B-1, no par ("Mercantile Series B-1 Preferred Stock"), and (iii) TCB's preferred stock, series B, par value $10.00 ("TCB Series B Preferred Stock"), was converted into the right to receive 1 share of the Registrant's preferred stock, series B-2, no par ("Mercantile Series B-2 Preferred Stock"). In aggregate, (i) 2131.737 shares of TCB Common Stock were converted into the right to receive 4,749,999 shares of Mercantile Common Stock, (ii) 5,306 shares of TCB Series A Preferred Stock were converted into the right to receive 5,306 shares of Mercantile Series B-1 Preferred Stock and (iii) 9,500 shares of TCB Series B Preferred Stock were converted into the right to receive 9,500 shares of Mercantile Series B-2 Preferred Stock. The Registrant's Registration Statement on Form S-4 (Registration No. 33-57489), which was declared effective by the Securities and Exchange Commission (the "Commission") on February 13, 1995 (the "Registration Statement"), sets forth certain information regarding the Merger, the Registrant and TCB, including without limitation the effective time and manner of the Merger, a description of the assets involved, the nature and amount of consideration paid by the Registrant therefor, the method used for determining the amount of such consideration, the nature of any material relationships be tween TCB and the Registrant, any officer or director of the Registrant, or any associate of any such officer or director, the nature of TCB's business and the Registrant's intended use of the assets acquired in the Merger. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired: The historical financial statements of TCB listed below are included herein at pages F-1 through F-27: Report of the Independent Auditors Dated March 10, 1995. Consolidated Balance Sheets of TCB and Subsidiaries as of December 31, 1994 and 1993. Consolidated Statements of Income of TCB and Subsidiaries for the years ended December 31, 1994, 1993 and 1992. Consolidated Statements of Shareholders' Equity of TCB and Subsidiaries for the years ended December 31, 1994, 1993 and 1992. Consolidated Statements of Cash Flows of TCB and Subsidiaries for the years ended December 31, 1994, 1993 and 1992. Notes to the Consolidated Financial Statements . (b) Pro Forma Financial Information: The pro forma financial information consisting of the below-listed documents is included herein at pages F-28 through F-33: Unaudited Pro Forma Combined Consolidated Balance Sheet of the Registrant as of December 31, 1994. Unaudited Pro Forma Combined Consolidated Income Statements of the Registrant for the years ended December 31, 1994, 1993 and 1992. Notes to the Unaudited Pro Forma Combined Consolidated Financial Statements of the Registrant. (c) Exhibits: (2) Agreement and Plan of Reorganization between Registrant and TCBankshares, Inc., dated December 2, 1994, included as Exhibit 2.1 to the Registrant's Registration Statement on Form S-4, number 33-57489, is hereby incorporated by reference. (23) Consent of Independent Auditors. (27) Financial Data Schedule. 4 TCBankshares, Inc. Consolidated Financial Statements Years ended December 31, 1994, 1993 and 1992 CONTENTS Report of Independent Auditors F-2 Audited Consolidated Financial Statements Consolidated Balance Sheets F-3 Consolidated Statements of Income F-5 Consolidated Statements of Shareholders' Equity F-6 Consolidated Statements of Cash Flows F-7 Notes to Consolidated Financial Statements F-9
F-1 5 Report of Independent Auditors The Board of Directors and Shareholders TCBankshares, Inc. We have audited the accompanying consolidated balance sheets of TCBankshares, Inc. and subsidiaries as of December 31, 1994 and 1993, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of TCBankshares, Inc. and subsidiaries at December 31, 1994 and 1993, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1994 in conformity with generally accepted accounting principles. As discussed in Notes 1 and 3, the Company changed its accounting for investment securities. /s/ Ernst & Young LLP Little Rock, Arkansas March 10, 1995 F-2 6 TCBankshares, Inc. Consolidated Balance Sheets
DECEMBER 31 1994 1993 -------------------------- (In Thousands) ASSETS Cash and due from banks (Note 15) $ 47,997 $ 36,015 Federal funds sold 175 9,225 -------------------------- Total cash and cash equivalents 48,172 45,240 Interest bearing deposits with other banks 300 1,293 Investment securities held-to-maturity (estimated market value: 1994--$466,323,000; 1993--$590,577,000) (Notes 3 and 16) 493,455 576,885 Investment securities available-for-sale (cost of $110,251,000) (Note 3) 106,286 - Loans (Notes 4, 9, 10, 11, and 16): Commercial, financial and agricultural 168,233 152,432 Real estate--construction 134,206 101,208 Real estate--mortgage 190,969 178,204 Installment 213,203 131,739 -------------------------- Total loans 706,611 563,583 Less: Unearned income (804) (1,585) Allowance for loan losses (Note 4) (9,967) (7,923) -------------------------- Net loans 695,840 554,075 Premises and equipment, net (Note 5) 27,742 26,473 Accrued interest receivable 9,718 9,189 Intangible assets, less accumulated amortization (1994--$5,423,000; 1993--$3,373,000) 2,379 4,428 Deferred income taxes (Note 8) 7,789 2,412 Other real estate owned 301 2,465 Other assets 6,050 2,827 -------------------------- Total assets $1,398,032 $1,225,287 ==========================
F-3 7
DECEMBER 31 1994 1993 -------------------------- (In Thousands) LIABILITIES AND SHAREHOLDERS' EQUITY Noninterest bearing deposits $ 142,456 $ 118,642 Interest bearing deposits 1,036,263 966,833 -------------------------- Total deposits (Notes 6 and 16) 1,178,719 1,085,475 Federal funds purchased and securities sold under agreements to repurchase 92,459 35,346 Short term borrowings (Note 7) 22,719 - Notes payable (Note 7) 6,500 7,494 Accrued interest payable 5,898 4,704 Other liabilities (Notes 14 and 16) 6,058 3,871 -------------------------- Total liabilities 1,312,353 1,136,890 Commitments (Note 9) Shareholders' equity (Notes 2, 7 and 12): Preferred stock, Series A, non-cumulative, non-voting, $10 par value; liquidation value--$500 per share: Authorized shares--5,500; Issued and outstanding shares--5,306 53 53 Preferred stock, Series B, 8.5%, cumulative, non-voting, $10 par value; liquidation value--$1,000 per share: Authorized shares--9,500; Issued and outstanding shares--9,500 95 95 Common stock, $50 par value: Authorized shares--5,500 Issued and outstanding shares--2,131.737 107 107 Capital surplus: Common stock 9,182 9,182 Preferred stock 12,005 12,005 Unrealized losses on securities, net of deferred tax benefits (10,173) - Retained earnings 74,410 66,955 -------------------------- Total shareholders' equity 85,679 88,397 -------------------------- Total liabilities and shareholders' equity $1,398,032 $1,225,287 ========================== See accompanying notes.
F-4 8 TCBankshares, Inc. Consolidated Statements of Income
YEAR ENDED DECEMBER 31 1994 1993 1992 ------------------------------------ (In Thousands) Interest income: Loans, including fees $ 49,919 $ 42,067 $ 40,306 Investment securities: Taxable 31,214 31,074 30,960 Tax-exempt 6,103 5,741 5,235 Other 312 384 687 ------------------------------------ Total interest income 87,548 79,266 77,188 Interest expense (Note 13): Deposits 37,674 32,354 34,230 Other 2,162 1,558 1,532 ------------------------------------ Total interest expense 39,836 33,912 35,762 ------------------------------------ Net interest income 47,712 45,354 41,426 Provision for loan losses (Note 4) 2,899 1,224 2,085 ------------------------------------ Net interest income after provision for loan losses 44,813 44,130 39,341 Other income: Service charges on deposit accounts 6,110 5,471 4,804 Investment securities gains, net (Note 3) 1,350 1,379 2,634 Trust fees 902 793 686 Gain on sale of loans 351 881 319 Other 3,668 3,011 1,795 ------------------------------------ 12,381 11,535 10,238 Other expenses: Salaries and employee benefits (Note 14) 17,966 15,730 13,596 Net occupancy and equipment expense (Notes 5 and 9) 5,967 5,075 4,309 Amortization of intangible assets (Note 1) 2,099 332 390 Merchandising expense 3,088 2,923 2,472 Data processing expense 2,232 1,995 1,789 FDIC assessment 2,444 2,216 1,943 Merger costs 2,900 - - Other 7,179 6,767 6,741 ------------------------------------ 43,875 35,038 31,240 ------------------------------------ Income before income taxes 13,319 20,627 18,339 Income taxes (Note 8) 4,589 5,438 4,941 ------------------------------------ Net income $ 8,730 $ 15,189 $ 13,398 ==================================== See accompanying notes.
F-5 9 TCBankshares, Inc. Consolidated Statements of Shareholders- Equity
CAPITAL SURPLUS NET --------------------- UNREALIZED PREFERRED COMMON COMMON PREFERRED LOSSES ON RETAINED STOCK STOCK STOCK STOCK SECURITIES EARNINGS TOTAL --------------------------------------------------------------------------------- (In Thousands) Balance at January 1, 1992 $148 $107 $9,182 $12,005 $ - $40,918 $ 62,360 Net income - - - - - 13,398 13,398 Cash dividends: Preferred stock, Series A - - - - - (212) (212) Preferred stock, Series B - - - - - (808) (808) Common stock - - - - - (255) (255) --------------------------------------------------------------------------------- Balance at December 31, 1992 148 107 9,182 12,005 - 53,041 74,483 Net income - - - - - 15,189 15,189 Cash dividends: Preferred stock, Series A - - - - - (212) (212) Preferred stock, Series B - - - - - (808) (808) Common stock - - - - - (255) (255) --------------------------------------------------------------------------------- Balance at December 31, 1993 148 107 9,182 12,005 - 66,955 88,397 Net income - - - - - 8,730 8,730 Adjustment to January 1, 1994 balance for change in accounting method, net of deferred taxes of $(2,918,000) (Note 1) - - - - 5,666 - 5,666 Amortization of unrealized loss on investments transferred from available-for-sale to held-to-maturity, net of deferred taxes of $(266,000) - - - - 516 - 516 Change in unrealized loss on available-for-sale securities, net of deferred tax benefits of $8,424,000 - - - - (16,355) - (16,355) Cash dividends: Preferred stock, Series A - - - - - (212) (212) Preferred stock, Series B - - - - - (808) (808) Common stock - - - - - (255) (255) --------------------------------------------------------------------------------- Balance at December 31, 1994 $148 $107 $9,182 $12,005 $(10,173) $74,410 $ 85,679 ================================================================================= See accompanying notes
F-6 10 TCBankshares, Inc. Consolidated Statements of Cash Flows
YEAR ENDED DECEMBER 31 1994 1993 1992 ----------------------------------- (In Thousands) OPERATING ACTIVITIES Net income $ 8,730 $ 15,189 $ 13,398 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 2,899 1,224 2,085 Provision for depreciation and losses on other real estate 123 174 206 Depreciation and amortization 3,069 2,485 2,273 Amortization of intangible assets 2,049 332 390 Amortization of investment security premiums, net of accretion of discounts (995) 1,331 945 Deferred income tax benefit - (365) (388) Gain on sale of loans (351) (880) (319) (Gain) loss on sales of other real estate (43) 8 (129) (Gain) loss on disposal of premises and equipment (470) (28) 326 First mortgage loans held for resale: Proceeds collected on loans sold 58,690 87,684 41,754 Loans made to customers (48,112) (92,034) (45,039) Realized investment security gains (1,350) (1,379) (2,634) (Increase) decrease in deferred taxes (138) 314 (388) (Increase) decrease in accrued interest receivable and other assets (3,899) 1,372 (1,782) Increase (decrease) in accrued interest payable and other liabilities 3,539 55 (4,811) ----------------------------------- Net cash provided by operating activities 23,741 15,482 5,887 INVESTING ACTIVITIES Net increase in loans (155,355) (93,832) (51,745) Purchases of premises and equipment (4,602) (8,243) (4,349) Proceeds from sales of premises and equipment 881 227 901 Purchase of available-for-sale securities (176,665) - - Purchase of held-to-maturity securities (169,073) (240,032) (402,172) Proceeds from sales and maturities of held-to-maturity securities and principal payments on mortgage-backed held-to-maturity securities 20,851 207,357 251,334 Proceeds from sales maturities of available-for-sale securities and principal payments on mortgage-backed available-for-sale securities 288,964 - - Net decrease in interest bearing deposits with other banks 993 3,466 17,217 Proceeds from sales of other real estate 2,548 611 2,282 ----------------------------------- Net cash used in investing activities (191,458) (130,446) (186,532)
F-7 11 TCBankshares, Inc. Consolidated Statements of Cash Flows (continued)
YEAR ENDED DECEMBER 31 1994 1993 1992 ---------------------------------- (In Thousands) FINANCING ACTIVITIES Net increase in deposits $ 93,244 $104,798 $201,563 Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase 57,113 11,216 (1,639) Net increase in short-term borrowings 22,719 - - Cash dividends paid (1,275) (1,275) (1,073) Principal payments on notes payable (994) (745) (2,980) Proceeds from notes payable - - 2,545 Principal payment on capital note (158) (17) (18) ---------------------------------- Net cash provided by financing activities 170,649 113,977 198,398 ---------------------------------- Increase (decrease) in cash and cash equivalents 2,932 (987) 17,753 Cash and cash equivalents at beginning of year 45,240 46,227 28,474 ---------------------------------- Cash and cash equivalents at end of year $ 48,172 $ 45,240 $ 46,227 ================================== See accompanying notes.
F-8 12 TCBankshares, Inc. Notes to Consolidated Financial Statements December 31, 1994 1. ACCOUNTING POLICIES CONSOLIDATION The consolidated financial statements include the accounts of TCBankshares, Inc. and its six majority-owned banking subsidiaries (the "Company"). All significant intercompany accounts and transactions have been eliminated in consolidation. INVESTMENT SECURITIES In May 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities." As permitted under the Statement, the Company elected to adopt the provisions of the Statement as of January 1, 1994. In accordance with the Statement, prior period financial statements were not restated to reflect this change in accounting principle. The cumulative effect as of January 1, 1994 of adopting Statement 115 increased stockholders' equity by $5,666,000 (net of $2,918,000 in deferred income taxes). Shareholders' equity was decreased by $10,173,000 as of December 31, 1994, to reflect unrealized losses on securities classified as available-for- sale or transferred from available-for-sale to held-to-maturity. These amounts are net of a deferred tax benefit of $5,240,000 at December 31, 1994. Trading Portfolio - Trading portfolio assets are held for resale in anticipation of short-term market movements. Trading portfolio assets, consisting of debt securities, are stated at fair value. Gains and losses, both realized and unrealized, are included in net investment securities gains (losses) in the accompanying statement of income. The Company did not hold any trading securities at December 31, 1994 and 1993. Securities Held-to-Maturity and Available-for-Sale - Management determines the appropriate classification of debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Securities are classified as held-to-maturity when the Bank has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost, less the valuation allowance on securities transferred from available- for-sale. Investment securities not classified as held-to-maturity or trading are classified as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax, reported in shareholders' equity. F-9 13 TCBankshares, Inc. Notes to Consolidated Financial Statements (continued) 1. ACCOUNTING POLICIES (CONTINUED) The amortized cost of debt securities classified as held-to-maturity or available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity, or in the case of mortgage backed securities, over the estimated life of the security. Such amortization is included in investment income. Realized gains and losses and declines in value judged to be other-than-temporary are included in net investment securities gains (losses). REVENUE RECOGNITION Interest on loans is accrued and credited to operations generally based upon the principal amount outstanding. Interest on loans is not accrued when amounts are considered doubtful of collection. If the ultimate collectibility of principal is in doubt, any payment received on a loan, on which the accrual of interest has been suspended, is applied to reduce principal to the extent necessary to eliminate such doubt. When interest accruals are discontinued, interest credited to income on the loan in the current year is reversed, and interest accrued in the prior year is charged to the allowance for loan losses. ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level management believes is adequate to absorb potential losses in the loan portfolio. Management's determination of the adequacy of the allowance is based on an evaluation of potential losses in the loan portfolio considering current economic conditions, past loan loss experience, volume, growth and composition of the loan portfolio, nonperforming loans, and other relevant factors. The allowance is increased by provisions for loan losses charged against income and reduced by charge-offs, net of recoveries. PREMISES AND EQUIPMENT The Company's premises and equipment are stated at cost, less accumulated depreciation and amortization. The provision for depreciation and amortization is computed generally by the straight- line method based upon the estimated useful lives of the assets. The carrying amount of assets sold, retired or disposed of and the related accumulated depreciation and amortization are eliminated from the accounts and the resulting gain or loss is recorded in operating results. F-10 14 TCBankshares, Inc. Notes to Consolidated Financial Statements (continued) 1. ACCOUNTING POLICIES (CONTINUED) Effective January 1, 1994, the Company made a prospective change in the estimated useful lives of certain property and equipment. Estimated useful lives for certain buildings which were 25 to 30 years were reduced to 20 years. These changes were made to reflect the estimated periods during which such assets will remain in service. For 1994, these changes increased depreciation expense by approximately $97,000 and reduced net income by approximately $60,000. FIRST MORTGAGE REAL ESTATE LOANS HELD FOR RESALE First mortgage real estate loans held for resale ($983,000 at December 31, 1994 and $10,742,000 at December 31, 1993) are classified with real estate mortgage loans in the accompanying consolidated balance sheet and are carried at the lower of cost or fair market value on a net aggregate basis. These loans are generally pre-sold or subject to firm purchase commitments. OTHER REAL ESTATE Other real estate consists of properties acquired through foreclosure proceedings or acceptance of a deed in lieu of foreclosure. These properties are initially recorded at the lower of cost or estimated fair market value based on appraised value at the date acquired or transferred from loans less estimated selling expenses. Losses arising from the acquisition of such property are charged against the allowance for loan losses. Subsequent valuation adjustments, if any, and gains or losses resulting from sales are recorded in operating results. The Company's state banking subsidiary is required to amortize other real estate over sixty months, in accordance with state banking regulations. The regulators may grant deferrals of this required amortization, if requested by the Company. Net expenses relating to other real estate (included in other expenses) were $45,000, $101,000, and $211,000 during the years ended December 31, 1994, 1993, and 1992, respectively. These amounts include the state regulators mandated amortization expense. Loans aggregating approximately $464,000, $(184,000), and $643,000 were transferred to (from) other real estate during 1994, 1993, and 1992, respectively. INTANGIBLE ASSETS Intangible assets consist of the unamortized excess cost of purchased banking subsidiaries and premiums paid for the acquisition of deposits from failed financial institutions. Unamortized costs of purchased subsidiaries in excess of the fair value of underlying net tangible assets acquired are being amortized over 15 years using the straight- line method. F-11 15 TCBankshares, Inc. Notes to Consolidated Financial Statements (continued) 1. ACCOUNTING POLICIES (CONTINUED) Premiums associated with the future earnings potential of acquired deposits are being amortized, using the straight-line method, over the estimated five to ten year life of the deposits. The net costs associated with acquired deposits were $671,000 at December 31, 1994, $763,000 at December 31, 1993 and $856,000 at December 31, 1992. Effective January 1, 1994, the Company made a prospective change in the estimated useful life of goodwill related to certain subsidiary bank acquisitions. The estimated useful lives related to the goodwill amounts which were 25 years were reduced to 15 years. These changes were made to more accurately reflect the estimated periods during which such assets provide a future economic benefit. For 1994, these changes increased amortization expense and reduced net income by approximately $1,708,000. INCOME TAXES The Company and its subsidiaries file consolidated income tax returns. It is the Company's practice to have its subsidiaries pay to or receive from the Company and other affiliates amounts based on the taxable income (or loss) of the subsidiary. Certain items, primarily additions to the allowance for loan losses, are recognized as income or expense in different periods for financial and for income tax reporting purposes. Deferred taxes are provided for such timing differences. In February 1992, the Financial Accounting Standards Board issued Statement No. 109, "Accounting for Income Taxes." The Company adopted the provisions of the new standard in its consolidated financial statements as of January 1, 1993. As permitted by the Statement, prior year financial statements have not been restated to reflect the change in accounting method. The effect as of January 1, 1993 of adopting Statement 109 increased consolidated net income by approximately $126,000. This amount is included as a reduction of the provision for income taxes in the 1993 consolidated statement of income. Under Statement 109, the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Prior to the adoption of Statement 109, income tax expense was determined using the deferred method. Deferred tax expense was based on items of income and expense that were reported in different years in the financial statements and tax returns and were measured at the tax rate in effect in the year the difference originated. F-12 16 TCBankshares, Inc. Notes to Consolidated Financial Statements (continued) 1. ACCOUNTING POLICIES (CONTINUED) STATEMENT OF CASH FLOWS Cash equivalents include amounts due from banks and federal funds sold. Generally, federal funds are purchased and sold for one day periods. FUTURE APPLICATION OF ACCOUNTING STANDARDS Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan" and Statement of Financial Accounting Standards No. 118, "Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures" require that impaired loans that are within the scope of the Statements be measured based on the present value of expected future cash flows discounted at the loan's effective rate, or, as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. The Company will be required to adopt Statements 114 and 118 in 1995. Management does not believe the adoption of these new standards will have a material impact on the Company's financial position or results of operations. RECLASSIFICATIONS Certain amounts in the 1992 and 1993 consolidated financial statements have been reclassified to conform to the reporting format used for the 1994 consolidated financial statements. 2. MERGERS AND ACQUISITIONS On December 2, 1994, the Company entered into an Agreement and Plan of Reorganization (the "Agreement") with Mercantile Bancorporation, Inc., ("MBI") whereby (1) each share of the Company's common stock will be converted into the right to receive 2,228.2299 shares of MBI common stock, (2) each share of the Company's Series A preferred stock will be converted into the right to receive one share of MBI Series B-1 preferred stock, and (3) each share of the Company's Series B preferred stock will be converted into the right to receive one share of MBI Series B-2 preferred stock. Consummation of the Agreement is subject to certain terms and conditions, including the approval of the Agreement by the affirmative vote of the holders of a majority of the outstanding shares of the Company's common and preferred stock and receipt of all requisite regulatory approvals. In connection with this transaction, the Company had accrued estimated costs associated with the merger of $2,900,000 at December 31, 1994. F-13 17 TCBankshares, Inc. Notes to Consolidated Financial Statements (continued) 3. INVESTMENT SECURITIES The amortized cost and estimated market value of investment securities at December 31, 1994 are as follows (in thousands):
1994 --------------------------------------------------- GROSS GROSS ESTIMATED AMORTIZED UNREALIZED UNREALIZED MARKET COST GAINS LOSSES VALUE --------------------------------------------------- HELD-TO-MATURITY SECURITIES United States Treasury securities and obligations of United States Government agencies and corporations $ 57,807 $ 6 $ (4,559) $ 53,254 Obligations of states and political subdivisions 102,295 1,315 (4,338) 99,272 Mortgage-backed securities 333,353 - (19,556) 313,797 --------------------------------------------------- Total $493,455 $1,321 $(28,453) $466,323 =================================================== AVAILABLE-FOR-SALE SECURITIES United States Treasury securities and obligations of United States Government agencies and corporations $ 63,070 $ 65 $ (2,461) $ 60,674 Mortgage-backed securities 43,054 79 (1,648) 41,485 --------------------------------------------------- Total debt securities 106,124 144 (4,109) 102,159 Federal Home Loan Bank stock 3,823 - - 3,823 Federal Reserve Bank stock 304 - - 304 --------------------------------------------------- Total $110,251 $ 144 $ (4,109) $106,286 ===================================================
The amortized cost and estimated market value of investment securities at December 31, 1993 are as follows (in thousands):
1993 --------------------------------------------------- GROSS GROSS ESTIMATED AMORTIZED UNREALIZED UNREALIZED MARKET COST GAINS LOSSES VALUES --------------------------------------------------- United States Treasury securities and obligations of United States Government agencies and corporations $153,713 $ 6,707 $ (73) $160,347 Obligations of states and political subdivisions 99,496 5,367 (260) 104,603 Mortgage-backed securities 323,007 4,209 (2,258) 324,958 --------------------------------------------------- Total debt securities 576,216 16,283 (2,591) 589,908 SLMA stock 365 - - 365 Federal Reserve Bank stock 304 - - 304 --------------------------------------------------- Total investment securities $576,885 $16,283 $(2,591) $590,577 ===================================================
F-14 18 TCBankshares, Inc. Notes to Consolidated Financial Statements (continued) 3. INVESTMENT SECURITIES (CONTINUED) The amortized cost and estimated market value of investment securities at December 31, 1994, by contractual maturity, are shown below (in thousands). Expected maturities could differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
ESTIMATED AMORTIZED MARKET COST VALUE ---------------------------------- HELD-TO-MATURITY Due in one year or less $ 14,150 $ 14,262 Due in one year through five years 61,190 57,412 Due after five years through ten years 26,632 25,692 Due after ten years 58,130 55,160 ---------------------------------- 160,102 152,526 Mortgage-backed securities 333,353 313,797 ---------------------------------- $493,455 $466,323 ================================== ESTIMATED AMORTIZED MARKET COST VALUE ---------------------------------- AVAILABLE-FOR-SALE Due in one year or less $ 1,001 $ 986 Due in one year through five years 55,906 53,995 Due after five years through ten years 6,163 5,693 Due after ten years - - ---------------------------------- 63,070 60,674 Mortgage-backed securities 43,054 41,485 ---------------------------------- 106,124 102,159 Federal Home Loan Bank stock 3,823 3,823 Federal Reserve Bank stock 304 304 ---------------------------------- $110,251 $106,286 ==================================
The Company maintains an allowance for permanent declines in value on obligations of state and political subdivisions and other securities. The allowance was $180,000 and $90,000 at December 31, 1994 and 1993, respectively. During 1994 and 1992, provisions for permanent declines in value of $180,000 and $568,000, respectively, were recorded and are included in net securities gains and losses. No such provisions were made in 1993. F-15 19 TCBankshares, Inc. Notes to Consolidated Financial Statements (continued) 3. INVESTMENT SECURITIES (CONTINUED) Proceeds from sales of available-for-sale securities during 1994 were $20,851,000. Gross gains of $2,391,000 and gross losses of $861,000 were realized on those sales. Proceeds from sales of investments in debt securities during 1993 and 1992 were $4,779,000 and $105,530,000, respectively. Gross gains of $1,383,000 and $3,179,000 and gross losses of $4,000 and $545,000 in 1993 and 1992, respectively, were realized on those sales. There were no sales of held-to-maturity securities during 1994. On October 1, 1994, the Company transferred securities from the available- for-sale classification to the held-to-maturity classification. The securities transferred had an amortized cost basis of $238,018,000 and an estimated market value of $225,792,000 on the transfer date. The unrealized loss on the date of the transfer remained in shareholders' equity and is accreted over the remaining life of the transferred securities. The amortized cost basis of the Company's held-to-maturity securities is reduced by a valuation allowance of $11,444,000 relating to the unaccreted holding losses as of December 31, 1994. Investment securities with a book value of $385,741,000 and $240,235,000 were pledged to secure public deposits and for other purposes as required by law, at December 31, 1994 and 1993, respectively. 4. ALLOWANCE FOR LOAN LOSSES AND NONPERFORMING LOANS Summarized below are the transactions in the allowance for loan losses (in thousands):
1994 1993 1992 --------------------------------- Balance at January 1 $ 7,923 $ 7,135 $ 6,236 Provision for loan losses 2,899 1,224 2,085 Charge-offs (deduction) (1,186) (812) (1,763) Recoveries 331 376 577 --------------------------------- Net charge-offs (855) (436) (1,186) --------------------------------- Balance at December 31 $ 9,967 $ 7,923 $ 7,135 =================================
F-16 20 TCBankshares, Inc. Notes to Consolidated Financial Statements (continued) 4. ALLOWANCE FOR LOAN LOSSES AND NONPERFORMING LOANS (CONTINUED) The following table presents information concerning the aggregate amount of nonperforming loans (in thousands):
1994 1993 1992 --------------------------------- Nonaccrual loans $ 1,673 $ 2,210 $ 4,810 Accruing loans past due ninety days or more as to interest or principal payments 2,737 2,445 627 Interest income that would have been recorded under original terms for nonaccrual loans 142 180 445 Interest income recorded during the period for nonaccrual loans 43 62 79
Interest is not accrued on loans when principal or interest is in default for 90 days or more unless the loans are well secured and in the process of collection. The Company's state banking subsidiary is required by state bank regulations to place on nonaccrual status loans 105 days or more past due. There were no significant commitments to lend additional funds to borrowers included in the nonperforming loan categories. In 1993, the Company moved a nonaccrual loan back to accrual status due to sustained performance by the borrower for an extended period, which allowed the loan to meet regulatory guidelines for accrual of interest. However, until the customer has paid all delinquent interest earned by the Company during the nonaccrual period, the loan is required to be reported as past due. As such, accruing loans past due ninety days or more include this loan, which had a principal balance of $2,317,000 at December 31, 1994 and $2,379,000 at December 31, 1993. F-17 21 TCBankshares, Inc. Notes to Consolidated Financial Statements (continued) 5. PREMISES AND EQUIPMENT A summary of premises and equipment is as follows (in thousands):
1994 1993 ---------------------- Land and land improvements $ 3,032 $ 2,867 Buildings and building improvements 19,506 18,172 Leasehold improvements 5,229 4,831 Furniture, fixtures and equipment 12,762 11,844 Construction in progress 1,829 1,353 Less accumulated depreciation and amortization (14,616) (12,594) ---------------------- $ 27,742 $ 26,473 ======================
Depreciation and amortization of bank premises and equipment was $2,922,000, $2,159,000, and $1,833,000 in 1994, 1993, and 1992, respectively. 6. DEPOSITS The following summarizes information on deposits as of December 31 (in thousands):
1994 1993 --------------------------- Demand, noninterest bearing $ 146,675 $ 118,641 Demand, interest bearing: NOW accounts 179,890 171,887 Money market accounts 97,811 99,804 Savings 71,682 65,921 Certificates of deposit 682,661 629,222 --------------------------- $ 1,178,719 $ 1,085,475 =========================== Certificates of deposit of $100,000 or more $ 180,825 $ 179,646 ===========================
7. SHORT-TERM BORROWINGS AND NOTES PAYABLE Short-term borrowings include $5,144,000 due on demand under the Federal Reserve Bank's treasury, tax, and loan note option. Interest on this unsecured obligation accrues at the weekly average federal funds rate less .25% (5.2% at December 31, 1994). F-18 22 TCBankshares, Inc. Notes to Consolidated Financial Statements (continued) 7. SHORT-TERM BORROWINGS AND NOTES PAYABLE (CONTINUED) Also included in short-term borrowings is $17,575,000 due to the Federal Home Loan Bank ("FHLB"). Monthly payments are approximately $1,800,000 including interest through October 1995. The borrowing accrues interest at 5.15% and is secured by investments with a book value of $15,617,000 and first mortgage loans with a book value of $14,681,000 at December 31, 1994 . Notes payable consists of the following:
1994 1993 --------------------- (In thousands) Note payable at prime (8.5% at December 31, 1994), payable $185,000 plus interest quarterly through November 1, 1997; collateralized by the common stock of subsidiary banks owned by the Company $ 4,465 $ 5,205 Amortizing revolving line of credit at LIBOR plus 2.25% (8.37% at December 31, 1994), payable $64,000 plus interest quarterly through November 1, 1995; collateralized by the common stock of subsidiary banks owned by the Company 2,035 2,289 --------------------- $ 6,500 $ 7,494 =====================
Maturities of long-term debt are $2,775,000 in 1995, $740,000 in 1996, and $2,985,000 in 1997. The loan agreements for both notes include, among other things, provisions relative to additional borrowings, maintenance of capital, and restrictions on the payment of cash dividends, which are no more restrictive than those required by the bank regulators (see Note 12). The Company has $5,965,000 available under the amortizing revolving line at December 31, 1994. In January 1995, the Company borrowed $1,330,000 on the revolving line to pay dividends. 8. INCOME TAXES Effective January 1, 1993, the Company changed its method of accounting for income taxes from the deferred method to the liability method as required by FASB Statement No. 109 (see Note 1). Deferred income taxes reflect the net tax effects of temporary F-19 23 TCBankshares, Inc. Notes to Consolidated Financial Statements (continued) 8. INCOME TAXES (CONTINUED) differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of the Company's deferred tax liabilities and assets as of December 31 are as follows (in thousands):
1994 1993 --------------------- Deferred tax liabilities: Purchase accounting-basis differences $ 486 $ 596 Investment in securities 338 - Prepaid assets 82 279 Prepaid pension 208 279 Other 65 11 --------------------- Total deferred tax liabilities 1,179 1,165 Deferred tax assets: Unrealized security losses 5,240 - Loan loss reserve 3,480 2,574 Other real estate owned 82 480 Other 166 523 --------------------- Total deferred tax assets 8,968 3,577 --------------------- Net deferred tax assets $ 7,789 $ 2,412 =====================
The income tax provision (benefit) consists of the following (in thousands):
LIABILITY METHOD DEFERRED -------------------- METHOD 1994 1993 1992 --------------------------------- Current: Federal $ 4,289 $ 5,330 $ 4,854 State 438 473 475 --------------------------------- Total current provision 4,727 5,803 5,329 Deferred: Federal (93) (329) (315) State (45) (36) (73) --------------------------------- Total deferred benefit (138) (365) (388) --------------------------------- Provision for income taxes $ 4,589 $ 5,438 $ 4,941 =================================
F-20 24 TCBankshares, Inc. Notes to Consolidated Financial Statements (continued) 8. INCOME TAXES (CONTINUED) The sources of timing differences resulting in deferred income taxes (benefits) and the approximate income tax effect of each under the deferred method of accounting for income taxes for the year ended December 31, 1992 are as follows (in thousands): Deferred compensation $ 425 Depreciation (253) Provision for possible loan losses (325) Net employee benefit accruals 17 Discounts on investment securities (144) Other (108) -------- $ (388) ========
The reasons for the difference between the effective income tax rates and the statutory Federal income tax rate are as follows:
1994 1993 1992 -------------------------------- Federal income tax rate 35.0% 35.0% 34.0% Nontaxable interest income (16.0) (9.5) (9.1) Nondeductible expenses 7.7 - - Other, net 7.8 0.9 2.0 -------------------------------- Effective income tax rate 34.5% 26.4% 26.9% ================================
The provision for income taxes includes income taxes applicable to investment securities gains of $459,000 in 1994, $469,000 in 1993, and $896,000 in 1992. The Company made income tax payments of approximately $6,415,000, $5,208,000, and $4,474,000 during 1994, 1993, and 1992, respectively. 9. COMMITMENTS At December 31, 1994 future minimum payments under noncancelable operating leases for branch or office locations with initial or remaining terms of one year or more are $972,000, $953,000, $849,000, $539,000, and $424,000 for l995 through 1999, respectively, and $2,291,000 thereafter. Net rental expense for all operating leases amounted to $1,166,000 in 1994, $1,032,000 in 1993 and $736,000 in 1992. The lease agreements contain options to renew at various dates for periods ranging from five to twenty-one years. Eight of the locations, with future minimum lease payments totaling approximately $3,585,000, are leased from officers and/or directors of the Company. F-21 25 TCBankshares, Inc. Notes to Consolidated Financial Statements (continued) 9. COMMITMENTS (CONTINUED) At December 31, 1994, future minimum payments due under noncancelable data processing agreements are approximately $1,479,000, $1,553,000, $1,630,000, $1,712,000, and $1,798,000 for 1995 through 1999, respectively. Additional amounts may be due based on the number of transactions processed by the servicer and annual payments may increase by up to 5% based on the Consumer Price Index. In the normal course of business there are various commitments outstanding, such as guarantees and commitments to extend credit, including standby letters of credit to assure performance or to support debt obligations, and loans sold subject to repurchase agreements, which are not reflected in the accompanying consolidated financial statements. These arrangements have credit risk essentially the same as that involved in extending loans to customers. The Company's exposure to credit loss in the event of nonperformance by the other party to financial instruments for commitments to extend credit, standby letters of credit, and loans sold subject to repurchase agreements is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance- sheet instruments. Financial instruments whose contract amounts represent credit risk were as follows (in thousands):
DECEMBER 31 1994 1993 ----------------------- Commitments to extend credit $ 128,561 $ 89,714 Standby letters of credit 3,986 5,064 Loans sold subject to repurchase agreement 5,620 21,721
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 some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's credit-worthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Company upon extension of credit is based on management's credit evaluation of the counter-party. Collateral held varies but may include real estate, accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties. F-22 26 TCBankshares, Inc. Notes to Consolidated Financial Statements (continued) 9. COMMITMENTS (CONTINUED) Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements and similar transactions. In 1994, the Company sold approximately $16,622,000 of loans to third parties subject to repurchase agreements. These agreements generally require the Company to repurchase loans that do not meet the standards of the related sale agreements or that become 90 days delinquent within a stated period of time (4 to 12 months) after being sold to the permanent investor. At December 31, 1994, the Company held no loans which it had been required to repurchase. 10. CONCENTRATION OF CREDIT RISK Most of the Company's lending activity is with customers located within the state of Arkansas. The loan portfolio is diversified with no industry comprising greater than 10% of total loans. The Company's subsidiary banks require collateral on most loans and generally maintains loan to value ratios of no greater than 90%. 11. TRANSACTIONS WITH RELATED PARTIES The Company's bank subsidiaries have had, and expect to have in the future, banking transactions in the ordinary course of business with officers and directors of the Company and its subsidiaries. Such transactions have been on similar terms, including interest rates and collateral on loans, as those prevailing at the time for comparable transactions with others, and have involved no more than normal risk or other potential unfavorable aspects. Loans made to such borrowers (including companies in which they are principal owners) amounted to approximately $14,610,000 at December 31, 1994 and $15,171,000 at December 31, 1993. 12. DIVIDEND RESTRICTIONS The Company has five national bank subsidiaries and one state bank subsidiary. National and state banking regulations place certain restrictions on the ability of banks to pay dividends without regulatory approvals. The approval of the Comptroller of the Currency is required for national banks to pay dividends in excess of earnings retained in the current year plus retained net profits for the preceding two years. State-chartered banks may pay dividends up to 50% of current year net income without obtaining regulatory approval. F-23 27 TCBankshares, Inc. Notes to Consolidated Financial Statements (continued) 13. SUPPLEMENTAL CASH FLOW INFORMATION The Company paid approximately $38,642,000, $33,459,000, and $36,825,000 in interest on deposits and other borrowings during 1994, 1993, and 1992, respectively. 14. BENEFIT PLANS The Company provides a defined benefit pension plan which covers substantially all employees of the Company meeting certain age and length of service requirements. The benefits are based on years of service and the employee's average compensation during the last five years of employment. The Company's funding policy is to contribute annually the maximum that can be deducted for federal income tax purposes. Contributions are intended to provide not only for benefits attributed to service to date but also for those expected to be earned in the future. The following table sets forth the plan's funded status:
DECEMBER 31 1994 1993 1992 ---------------------------------- (In thousands) Actuarial present value of benefit obligations: Accumulated benefit obligation, including vested benefits of $3,835,000 in 1994, $3,913,000 in 1993, and $3,715,000 in 1992 $ (4,128) $ (4,336) $ (4,448) ================================== Projected benefit obligation for service rendered to date $ (5,583) $ (5,974) $ (5,728) Plan assets at fair value, primarily listed stocks and U.S. bonds 5,303 5,140 4,522 ---------------------------------- Projected benefit obligation in excess of plan assets (280) (834) (1,206) Unrecognized net loss 1,068 1,542 380 Unrecognized net asset at January 1 (46) (52) (58) Unrecognized prior service cost (11) (364) 897 ---------------------------------- Prepaid pension cost $ 731 $ 292 $ 13 ==================================
F-24 28 TCBankshares, Inc. Notes to Consolidated Financial Statements (continued) 14. BENEFIT PLANS (CONTINUED) Net pension cost included the following components:
YEAR ENDED DECEMBER 31 1994 1993 1992 ------------------------------- (In thousands) Service cost--benefits earned during the year $ 437 $ 326 $ 309 Interest cost on projected benefit obligations 456 451 426 Actual return on plan assets 150 (278) (165) Net amortization and deferral (712) (173) (174) ------------------------------- Net periodic pension cost $ 331 $ 326 $ 396 ===============================
Assumptions used in determining net periodic pension cost for the defined benefit plan were:
YEAR ENDED DECEMBER 31 1994 1993 1992 ------------------------------- Weighted-average discount rate 7.50% 7.50% 8.25% Annual compensation increases 5.00 5.00 5.00 Expected long-term rate of return on plan assets 10.00 10.00 10.00
In 1993, the Company approved a defined contribution 401(k) plan which covers all eligible employees who attain the age of eighteen and are employed by the Company. The Company's policy is to match employee contributions up to 3% of each participant's annual compensation. Plan contribution expense was approximately $306,000 and $138,000 for the years ended December 31, 1994 and 1993, respectively. 15. RESTRICTIONS ON CASH AND DUE FROM BANKS The Company is required to maintain reserve balances with the Federal Reserve Bank. The average amount of those reserve balances was approximately $17,899,000 in 1994 and $10,764,000 in 1993. 16. FAIR VALUES OF FINANCIAL INSTRUMENTS FASB Statement No. 107, "Disclosures about Fair Value of Financial Instruments", requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using F-25 29 TCBankshares, Inc. Notes to Consolidated Financial Statements (continued) 16. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED) present value, discounted cash flows, or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. Statement 107 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value to the Company. The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: Cash and cash equivalents: The carrying amounts reported in the balance sheet for cash and short-term instruments approximate the fair values of these assets. Investment securities (including mortgage-backed securities): Fair values of investment securities are primarily based on quoted market prices (see Note 3). Loans receivable: For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values approximate carrying amounts. The fair values for construction and mortgage real estate, installment and commercial, financial and agricultural loans, with fixed rates, are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The carrying amount and estimated fair value of loans net of the allowance for loan losses consisted of the following (in thousands):
CARRYING ESTIMATED AMOUNT FAIR VALUE ------------------------------------ December 31, 1994 $ 695,840 $ 687,721 December 31, 1993 554,075 553,575
F-26 30 TCBankshares, Inc. Notes to Consolidated Financial Statements (continued) 16. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED) Deposit liabilities: The fair values for demand deposits (e.g., interest and noninterest checking, passbook savings, and certain types of money market accounts), are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts for variable-rate, fixed term money market accounts approximate their fair values at the reporting date. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered to a schedule of aggregated expected monthly maturities of certificates of deposit. For deposits with no defined maturities, fair value is the amount payable on demand. The carrying amounts reported in the balance sheet for demand deposits, money market and passbook savings accounts approximate their fair values. The carrying amount and estimated fair value of certificates of deposit consisted of the following (in thousands):
CARRYING ESTIMATED AMOUNT FAIR VALUE ------------------------------------ December 31, 1994 $ 682,661 $ 681,622 December 31, 1993 629,222 630,984
Short-term borrowings: The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other short- term borrowings approximate their fair values. Off-balance sheet financial instruments: The Company has two types of off-balance sheet financial instruments--commitments to extend credit and standby letters of credit. These types of credit are made at market rates; therefore, there would be no market risk associated with these credits which would create a significant fair value liability for the Company. F-27 31 Pro Forma Combined Consolidated Financial Statements (Unaudited) The following unaudited pro forma combined consolidated financial statements give effect to the acquisition of TCBankshares, Inc. ("TCB") and the acquisitions of UNSL Financial Corp ("UNSL"), Wedge Bank ("Wedge"), Central Mortgage Bancshares, Inc. ("Central Mortgage") and Ameribanc, Inc. ("ABNK") and the proposed acquisitions of Southwest Bancshares, Inc. ("Southwest"), AmeriFirst Bancorporation, Inc. ("AmeriFirst") and Plains Spirit Financial Corporation ("Plains Spirit") as if each had been consummated at the beginning of the periods presented for income statement information and as of the date presented for balance sheet information. MBI acquired ABNK on April 30, 1992, which acquisition was accounted for under the purchase method of accounting. Accordingly, the historical results of operations of MBI include the results of operations of ABNK from May 1, 1992 forward. The following pro forma combined consolidated income statements for the year ended December 31, 1992 include the results of operations of ABNK from January 1, 1992 through the date of acquisition. MBI acquired UNSL and Wedge on January 3, 1995 and Central Mortgage on May 1, 1995, which acquisitions were accounted for as poolings-of-interests. The following data set forth the results of operations of MBI combined with the results of operations of TCB, UNSL, Wedge, Southwest, AmeriFirst, Plains Spirit and Central Mortgage as if such acquisitions and the Merger had occurred as of the first day of the period presented. The data presented are based upon, and should be read in conjunction with, the consolidated financial statements and related notes and TCB included in this Form 8-K and the pro forma combined consolidated balance sheet and income statements, including the notes thereto, appearing herein. The pro forma combined consolidated financial data is intended for informational purposes and is not necessarily indicative of the future financial position or future results of operations of the combined company or of the financial position or the results of operations of the combined company that would have actually occurred had the acquisition of TCB, the acquisitions of UNSL, Wedge and Central Mortgage or the proposed acquisitions of Southwest, AmeriFirst and Plains Spirit been in effect as of the date or for the periods presented. The following information should be read in conjunction with the consolidated financial statements of MBI and TCB and the related notes thereto. F-28 32 MERCANTILE BANCORPORATION INC. PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET DECEMBER 31, 1994 (THOUSANDS) (UNAUDITED)
MBI, UNSL, Wedge MBI TCB UNSL, Wedge Pro Forma Pro Forma TCB Combined MBI Combined TCB Adjustments Consolidated ----------- --------- ---------- ----------- ------------ ASSETS Cash and due from banks $683,259 $693,731 $47,691 $ $741,422 Due from banks - interest bearing 234 28,433 300 28,733 Federal funds sold and repurchase agreements 112,514 112,514 175 112,689 Investments in debt and equity securities Trading 14,299 14,299 0 14,299 Available-for-sale 269,232 323,799 115,423 439,222 Held-to-maturity 2,750,244 2,783,927 482,552 3,266,479 ----------- ----------- ---------- ------- ----------- Total 3,033,775 3,122,025 597,975 0 3,720,000 Loans and leases 8,114,845 8,685,101 705,807 9,390,908 Reserve for possible loan losses (170,940) (178,607) (9,967) (188,574) ----------- ----------- ---------- ------- ----------- Net Loans and Leases 7,943,905 8,506,494 695,840 0 9,202,334 Other assets 468,107 482,647 55,081 537,728 84,908 (84,908) ----------- ----------- ---------- ------- ----------- Total Assets $12,241,794 $12,945,844 $1,397,062 $ 0 $14,342,906 =========== =========== ========== ======= =========== Central Mortgage, Plains Spirit, All Entities Southwest Pro Forma Central Plains Southwest and and AmeriFirst Combined Mortgage Spirit AmeriFirst Adjustments Consolidated -------- -------- ------------- ----------- ------------ ASSETS Cash and due from banks $27,756 $4,906 $13,438 $(19,725) $731,538 (36,259) Due from banks - interest bearing 1,947 0 3,641 34,321 Federal funds sold and repurchase agreements 15,575 400 8,100 136,764 Investments in debt and equity securities Trading 0 0 0 14,299 Available-for-sale 33,764 93,893 44,773 611,652 Held-to-maturity 159,564 81,122 19,978 3,527,143 -------- -------- -------- -------- ----------- Total 193,328 175,015 64,751 0 4,153,094 Loans and leases 390,701 249,396 242,835 10,273,840 Reserve for possible loan losses (7,989) (1,956) (2,124) (200,643) -------- -------- -------- -------- ----------- Net Loans and Leases 382,712 247,440 240,711 0 10,073,197 Other assets 28,718 10,918 9,207 596,494 54,077 9,923 (54,077) 52,285 (52,285) 29,018 (29,018) -------- -------- -------- -------- ----------- Total Assets $650,036 $438,679 $339,848 $(46,061) $15,725,408 ======== ======== ======== ======== ===========
F-29 33 MERCANTILE BANCORPORATION INC. PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET DECEMBER 31, 1994 (THOUSANDS) (UNAUDITED)
MBI, UNSL, Wedge MBI TCB UNSL, Wedge Pro Forma Pro Forma TCB Combined MBI Combined TCB Adjustments Consolidated ----------- --------- ---------- ----------- ------------ LIABILITIES Deposits Non-interest bearing $1,529,052 $1,553,193 $142,151 $ $1,695,344 Interest bearing 7,305,672 7,815,112 1,036,263 8,851,375 Foreign 219,135 219,135 0 219,135 ----------- ----------- ---------- -------- ----------- Total Deposits 9,053,859 9,587,440 1,178,414 0 10,765,854 Federal funds purchased and repurchase agreements 1,382,519 1,396,499 92,459 1,488,958 Other borrowings 587,525 692,097 29,168 721,265 Other liabilities 149,641 156,618 12,113 168,731 ----------- ----------- ---------- -------- ----------- Total Liabilities 11,173,544 11,832,654 1,312,154 0 13,144,808 SHAREHOLDERS' EQUITY Preferred stock - - 148 12,153 12,153 (148) Common stock 216,506 229,246 107 23,750 252,996 (107) Capital surplus 107,083 169,142 21,186 (14,462) 154,680 (21,186) Retained earnings 684,615 717,756 63,467 63,467 781,223 (63,467) Treasury stock (2,964) (2,954) (2,954) ----------- ----------- ---------- ------- ----------- Total Shareholders' Equity 1,068,250 1,113,190 84,908 0 1,198,098 ----------- ----------- ---------- ------- ----------- Total Liabilities and Shareholders' Equity $12,241,794 $12,945,844 $1,397,062 $ 0 $14,342,906 =========== =========== ========== ======= =========== Central Mortgage, Plains Spirit, All Entities Southwest Pro Forma Central Plains Southwest and and AmeriFirst Combined Mortgage Spirit AmeriFirst Adjustments Consolidated -------- -------- ------------- ----------- ------------ LIABILITIES Deposits Non-interest bearing $78,664 $5,762 $94,716 $ $1,874,486 Interest bearing 487,322 260,060 193,860 9,792,617 Foreign 0 0 0 219,135 -------- -------- -------- -------- ----------- Total Deposits 565,986 265,822 288,576 0 11,886,238 Federal funds purchased and repurchase agreements 20,446 0 12,793 1,522,197 Other borrowings 4,022 110,900 5,536 841,723 Other liabilities 7,297 7,880 3,925 187,833 -------- -------- -------- -------- ----------- Total Liabilities 597,751 384,602 310,830 0 14,437,991 SHAREHOLDERS' EQUITY Preferred stock 12,153 Common stock 4,284 20 1,882 7,000 279,368 (20) 12,690 (4,284) 6,682 (1,882) Capital surplus 24,252 23,092 10,769 37,275 213,598 (23,092) 15,674 (24,252) 5,969 (10,769) Retained earnings 23,921 30,965 16,367 (30,965) 821,511 23,921 (23,921) 16,367 (16,367) Treasury stock (172) (36,259) (39,213) 172 -------- -------- -------- -------- ----------- Total Shareholders' Equity 52,285 54,077 29,018 (46,061) 1,287,417 -------- -------- -------- -------- ----------- Total Liabilities and Shareholders' Equity $650,036 $438,679 $339,848 $(46,061) $15,725,408 ======== ======== ======== ======== =========== See notes to pro forma combined consolidated financial statements.
MERCANTILE BANCORPORATION INC. PRO FORMA COMBINED CONSOLIDATED INCOME STATEMENT For the Year Ended December 31, 1994 (Thousands except per share data) (Unaudited)
MBI, UNSL, MBI Wedge, UNSL, Wedge TCB Pro Forma Pro Forma Combined Combined Central Plains MBI Consolidated TCB Consolidated Mortgage Spirit ----------- ---------------- --------- --------------- ----------- -------------- Interest Income $835,006 $878,986 $87,549 $966,535 $43,773 $24,807 Interest Expense 324,343 346,422 39,835 386,257 18,700 12,271 ----------- ---------------- --------- --------------- ----------- -------------- Net Interest Income 510,663 532,564 47,714 580,278 25,073 12,536 Provision for Possible Loan Losses 33,472 38,943 2,899 41,842 2,909 200 ----------- ---------------- --------- --------------- ----------- -------------- Net Interest Income after Provision for Possible Loan Losses 477,191 493,621 44,815 538,436 22,164 12,336 Other Income Trust 59,824 60,283 902 61,185 0 0 Service charges 57,593 59,546 6,110 65,656 3,092 2,191 Credit card fees 24,691 24,719 0 24,719 0 0 Securities gains 405 534 1,350 1,884 450 734 Other 45,783 47,208 4,133 51,341 3,961 322 ----------- ---------------- --------- --------------- ----------- -------------- Total Other Income 188,296 192,290 12,495 204,785 7,503 3,247 Other Expense Salaries and employee benefits 220,950 231,468 17,966 249,434 10,606 4,869 Net occupancy and equipment 59,306 63,070 5,872 68,942 2,742 1,341 Other 132,113 139,346 19,801 159,147 8,020 2,542 ----------- ---------------- --------- --------------- ----------- -------------- Total Other Expense 412,369 433,884 43,639 477,523 21,368 8,752 ----------- ---------------- --------- --------------- ----------- -------------- Income Before Income Taxes 253,118 252,027 13,671 265,698 8,299 6,831 Income Taxes 92,089 96,603 4,749 101,352 2,453 2,359 ----------- ---------------- --------- --------------- ----------- -------------- Net Income $161,029 $155,424 $8,922 $164,346 $5,846 $4,472 =========== ================ ========= =============== =========== ============== Per Share Data Average Common Shares Outstanding 43,091,152 45,639,294 50,389,294 Net Income $3.74 $3.41 $3.26 See notes to pro forma combined consolidated financial statements. All Entities Pro Forma Southwest and Combined AmeriFirst Consolidated ------------- -------------- Interest Income $21,736 $1,056,851 Interest Expense 10,121 427,349 ------------- -------------- Net Interest Income 11,615 629,502 Provision for Possible Loan Losses (123) 44,828 ------------- -------------- Net Interest Income after Provision for Possible Loan Losses 11,738 584,674 Other Income Trust 10 61,195 Service charges 1,120 72,059 Credit card fees 19 24,738 Securities gains 45 3,113 Other 508 56,132 ------------- -------------- Total Other Income 1,702 217,237 Other Expense Salaries and employee benefits 4,388 269,297 Net occupancy and equipment 950 73,975 Other 2,899 172,608 ------------- -------------- Total Other Expense 8,237 515,880 ------------- -------------- Income Before Income Taxes 5,203 286,031 Income Taxes 1,686 107,850 ------------- -------------- Net Income $3,517 $178,181 ============= ============== Per Share Data Average Common Shares Outstanding 54,586,833 Net Income $3.26
F-30 34 MERCANTILE BANCORPORATION INC. PRO FORMA COMBINED CONSOLIDATED INCOME STATEMENT For the Year Ended December 31, 1993 (Thousands except per share data) (Unaudited)
MBI, UNSL, MBI Wedge, UNSL, Wedge TCB Pro Forma Pro Forma Combined Combined Central Plains MBI Consolidated TCB Consolidated Mortgage Spirit ----------- ---------------- --------- --------------- ----------- -------------- Interest Income $829,930 $873,022 $79,266 $952,288 $34,452 $23,774 Interest Expense 328,734 348,310 33,912 382,222 14,194 11,569 ----------- ---------------- --------- --------------- ----------- -------------- Net Interest Income 501,196 524,712 45,354 570,066 20,258 12,205 Provision for Possible Loan Losses 61,013 61,573 1,224 62,797 956 706 ----------- ---------------- --------- --------------- ----------- -------------- Net Interest Income after Provision for Possible Loan Losses 440,183 463,139 44,130 507,269 19,302 11,499 Other Income Trust 61,138 61,547 793 62,340 0 0 Service charges 58,511 60,719 5,471 66,190 2,254 1,921 Credit card fees 24,060 24,060 0 24,060 0 0 Securities gains 3,742 3,937 1,379 5,316 0 1,477 Other 51,707 54,916 3,892 58,808 3,615 360 ----------- ---------------- --------- --------------- ----------- -------------- Total Other Income 199,158 205,179 11,535 216,714 5,869 3,758 Other Expense Salaries and employee benefits 215,333 225,614 15,730 241,344 9,161 4,656 Net occupancy and equipment 62,638 64,497 5,075 69,572 2,162 1,248 Other 166,938 172,462 14,233 186,695 6,805 2,626 ----------- ---------------- --------- --------------- ----------- -------------- Total Other Expense 444,909 462,573 35,038 497,611 18,128 8,530 ----------- ---------------- --------- --------------- ----------- -------------- Income Before Income Taxes 194,432 205,745 20,627 226,372 7,043 6,727 Income Taxes 75,568 79,081 5,438 84,519 1,913 2,459 ----------- ---------------- --------- --------------- ----------- -------------- Net Income Before Change in Accounting Principle $118,864 $126,664 $15,189 $141,853 $5,130 $4,268 =========== ================ ========= =============== =========== ============== Per Share Data Average Common Shares Outstanding 42,439,298 44,997,436 49,747,436 Net Income Before Change in Accounting Principle $2.80 $2.81 $2.85 See notes to pro forma combined consolidated financial statements. All Entities Pro Forma Southwest and Combined AmeriFirst Consolidated ------------- -------------- Interest Income $19,644 $1,030,158 Interest Expense 9,241 417,226 ------------- -------------- Net Interest Income 10,403 612,932 Provision for Possible Loan Losses 124 64,583 ------------- -------------- Net Interest Income after Provision for Possible Loan Losses 10,279 548,349 Other Income Trust 0 62,340 Service charges 1,062 71,427 Credit card fees 0 24,060 Securities gains 0 6,793 Other 425 63,208 ------------- -------------- Total Other Income 1,487 227,828 Other Expense Salaries and employee benefits 4,129 259,290 Net occupancy and equipment 915 73,897 Other 2,776 198,902 ------------- -------------- Total Other Expense 7,820 532,089 ------------- -------------- Income Before Income Taxes 3,946 244,088 Income Taxes 1,343 90,234 ------------- -------------- Net Income Before Change in Accounting Principle $2,603 $153,854 ============= ============== Per Share Data Average Common Shares Outstanding 53,602,821 Net Income Before Change in Accounting Principle $2.87
F-31 35 MERCANTILE BANCORPORATION INC. PRO FORMA COMBINED CONSOLIDATED INCOME STATEMENT For the Year Ended December 31, 1992 (Thousands except for per share data) (Unaudited)
MBI, UNSL, MBI, UNSL, Wedge, ABNK, Wedge, ABNK TCB Pro Forma Pro Forma Combined Combined MBI Consolidated TCB Consolidated ------------- ---------------- --------- ---------------- Interest Income $873,447 $950,658 $77,188 $1,027,846 Interest Expense 417,358 459,299 35,761 495,060 ------------- ---------------- --------- ---------------- Net Interest Income 456,089 491,359 41,427 532,786 Provision for Possible Loan Losses 74,579 76,979 2,086 79,065 ------------- ---------------- --------- ---------------- Net Interest Income after Provision for Possible Loan Losses 381,510 414,380 39,341 453,721 Other Income Trust 57,501 58,558 686 59,244 Service charges 55,399 59,678 4,804 64,482 Credit card fees 21,487 21,574 0 21,574 Securities gains 5,518 5,957 2,634 8,591 Other 44,039 48,100 2,114 50,214 ------------- ---------------- --------- ---------------- Total Other Income 183,944 193,867 10,238 204,105 Other Expense Salaries and employee benefits 192,015 208,858 13,596 222,454 Net occupancy and equipment 55,588 59,299 4,308 63,607 Other 170,465 181,344 13,336 194,680 ------------- ---------------- --------- ---------------- Total Other Expense 418,068 449,501 31,240 480,741 ------------- ---------------- --------- ---------------- Income Before Income Taxes 147,386 158,746 18,339 177,085 Income Taxes 52,346 55,829 4,941 60,770 ------------- ---------------- --------- ---------------- Net Income $95,040 $102,917 $13,398 $116,315 ============= ================ ========= ================ Per Share Data Average Common Shares Outstanding 39,492,237 42,774,654 47,524,654 Net Income $2.36 $2.36 $2.41 See notes to pro forma combined consolidated financial statements. All Entities Pro Forma Central Plains Southwest and Combined Mortgage Spirit AmeriFirst Consolidated ----------- ------------- --------------- ---------------- Interest Income $28,577 $26,962 $21,160 $1,104,545 Interest Expense 13,616 16,385 11,259 536,320 ----------- ------------- --------------- ---------------- Net Interest Income 14,961 10,577 9,901 568,225 Provision for Possible Loan Losses 913 583 309 80,870 ----------- ------------- --------------- ---------------- Net Interest Income after Provision for Possible Loan Losses 14,048 9,994 9,592 487,355 Other Income Trust 0 0 0 59,244 Service charges 1,559 1,280 1,025 68,346 Credit card fees 0 0 0 21,574 Securities gains 0 477 10 9,078 Other 3,233 139 458 54,044 ----------- ------------- --------------- ---------------- Total Other Income 4,792 1,896 1,493 212,286 Other Expense Salaries and employee benefits 7,617 3,880 3,902 237,853 Net occupancy and equipment 1,630 927 902 67,066 Other 4,607 2,604 2,928 204,819 ----------- ------------- --------------- ---------------- Total Other Expense 13,854 7,411 7,732 509,738 ----------- ------------- --------------- ---------------- Income Before Income Taxes 4,986 4,479 3,353 189,903 Income Taxes 1,245 1,718 1,165 64,898 ----------- ------------- --------------- ---------------- Net Income $3,741 $2,761 $2,188 $125,005 =========== ============= =============== ================ Per Share Data Average Common Shares Outstanding 50,610,039 Net Income $2.43
F-32 36 MERCANTILE BANCORPORATION INC. Notes to Pro Forma Combined Consolidated Financial Statements (Unaudited) (1) The acquisitions of Southwest, TCB, UNSL, Wedge, Central Mortgage and AmeriFirst will be accounted for as poolings-of-interests. (2) The acquisition of Wedge and UNSL closed on January 3, 1995 and are not included in the first column representing MBI's reported results. (3) The acquisition of Plains Spirit will be accounted for as a purchase transaction. Purchase accounting adjustments are considered immaterial to the balance sheet and income statements of the proforma combined entity. (4) Purchase entry with consideration of $64 million consisting of cash and 1,400,000 shares of MBI Common Stock at $31.625 per share, which was the closing price on December 22, 1994, the day preceding the execution of the Merger Agreement. (5) The pro forma excess of cost over fair value of net assets acquired ("goodwill") was $9,923,000 as of December 31, 1994. This amount will vary depending on final purchase price adjustments and adjustments to equity of Plains Spirit for income, dividends, and FAS No. 115 prior to the Closing Date. See footnote 3 above. (6) Elimination of MBI's investment in Plains Spirit. (7) As part of an ongoing stock repurchase program, MBI will repurchase 1,132,000 shares of its own common stock in the open market. Assumed weighted average price of $32.03 per share. (8) Acquisition of TCB with 4,750,000 shares of MBI Common Stock. In addition, MBI will assume, through an exchange, the outstanding, non- convertible preferred stock of TCB, amounting to $12,153,000. (9) Elimination of MBI's investment in TCB. (10) Acquisition of Central Mortgage with 2,537,952 shares of MBI Common Stock, based on exchange ratio of .5970 of a share of MBI Common Stock per share of Central Mortgage Common Stock. (11) Elimination of MBI's investment in Central Mortgage. (12) The acquisition of ABNK by MBI, on April 30, 1992, was accounted for as a purchase transaction. The MBI historical financial data includes ABNK from the date of acquisition. The results of operations of ABNK were included in the MBI pro forma combined income statement from January 1, 1992. (13) Acquisition of Southwest with 675,000 shares of MBI Common Stock, and AmeriFirst with 661,385 shares of MBI Common Stock. (14) Elimination of MBI's investment in Southwest and AmeriFirst. (15) Plains Spirit's fiscal year end is September 30, so those amounts are used for the December 31, 1994, 1993, and 1992 income statements. F-33 37 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 BANCORPORATION INC. Dated as of May 12, 1995 By /s/ Jon W. Bilstrom -------------------------- Jon W. Bilstrom General Counsel and Secretary 38 EXHIBIT INDEX
(23) Consent of Independent Auditors. (27) Financial Data Schedule.
EX-23 2 CONSENT OF EXPERT 1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements No. 2-78395, No. 33-15265, No. 33-33870, No. 33-35139, No. 33-43694, No. 33- 48952, and No. 33-57543, each on Form S-8, and No. 33-45863, No. 33-50981, No. 33-52986, No. 33-50579, No. 33-55439, No. 33-58467, and No. 33-56603, each on Form S-4, of Mercantile Bancorporation Inc. of our report dated March 10, 1995, with respect to the consolidated financial statements of TCBankshares, Inc. included in this Mercantile Bancorporation Inc. Current Report on Form 8- K dated May 1, 1995. /s/ Ernst & Young LLP Little Rock, Arkansas May 11, 1995 EX-27 3 5/12/95 MERCANTILE BANCORPORATION INC. 8-K
9 1,000 YEAR DEC-31-1994 JAN-01-1994 DEC-31-1994 47,997 300 175 0 106,286 493,455 466,323 705,807 9,967 1,398,032 1,178,719 117,953 11,956 3,725 0 12,153 9,289 64,237 1,398,032 49,919 37,317 312 87,548 37,674 39,836 47,712 2,899 1,350 43,875 13,319 13,319 0 0 8,730 3,616.77 3,616.77 3.65 1,673 2,737 0 4,200 7,923 1,186 331 9,967 9,967 0 0
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