FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarter ended June 30, 1994 Commission file number: 0-13166 CoBancorp Inc. (Exact name of registrant as specified in its charter) Ohio 34-1465382 (State or other jurisidiction of (IRS Employer incorporation or organization) Identification No.) 124 Middle Avenue, Elyria, Ohio 44035 (Address of principal executive offices) (Zip Code) (216) 329-8000 Registrant's telephone number, including area code Not applicable 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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. As of June 30, 1994, there were 3,281,331 outstanding common shares, with no par value, of the Registrant. page 1 of 13 INDEX COBANCORP INC. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Page Consolidated balance sheets--June 30, 1994 and December 31, 1993 3 Consolidated statements of income--Three months ended June 30, 1994 and 1993; six months ended June 30, 1994 and 1993 4 Consolidated statements of cash flows--Six months ended June 30, 1994 and 1993 5 Notes to consolidated financial statements-- June 30, 1994 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II. OTHER INFORMATION 12 SIGNATURES 13 -2- PART I. FINANCIAL INFORMATION COBANCORP INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) JUNE 30, 1994 June 30 December 31 1994 1993 ASSETS Cash and due from banks $ 30,174,455 $ 29,051,488 Investment securities (market value $126,390,000 at June 30, 1994 and $156,485,000 at December 31, 1993) 125,870,976 152,933,745 Federal funds sold 100,000 3,000,000 Loans 321,426,955 289,448,687 Less allowance for loan losses 5,466,849 5,226,401 ------------ ------------ Net loans 315,960,106 284,222,286 Bank premises and equipment 10,742,166 10,563,830 Accrued income and prepaid expenses 3,796,607 3,433,018 Other assets 8,898,058 8,596,377 ------------ ------------ TOTAL ASSETS $495,542,368 $491,800,744 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Deposits Demand--noninterest bearing $ 61,623,564 $ 59,208,379 Demand--interest bearing 54,522,309 58,858,055 Savings and other time 310,682,860 309,519,183 ------------ ------------ Total deposits 426,828,733 427,585,617 Short-term funds 26,271,152 20,245,028 Other liabilities 1,915,229 3,131,672 Employee stock ownership plan obligation 942,760 1,105,260 ------------ ------------ Total liabilities 455,957,874 452,067,577 Shareholders' equity Capital stock, without par value 5,000,000 shares authorized 3,281,331 shares outstanding 3,268,488 at December 31, 1993 4,527,247 4,304,345 Capital surplus 16,623,320 16,623,320 Retained earnings 19,376,687 19,910,762 Employee stock ownership plan obligation (942,760) (1,105,260) ------------ ------------ Total shareholders' equity 39,584,494 39,733,167 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $495,542,368 $491,800,744 ============ ============ See notes to consolidated financial statements. -3- COBANCORP INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) JUNE 30, 1994 Three months ended June 30 Six months ended June 30 1994 1993 1994 1993 Interest Income Loans (including fees) Taxable $6,686,725 $5,707,179 $12,874,257 $11,280,407 Tax-exempt 40,293 44,584 80,487 90,691 Investment securities Taxable 998,917 2,175,353 2,288,150 4,542,686 Tax exempt 885,678 697,444 1,739,534 1,281,538 Federal funds sold 8,829 82,380 32,418 125,815 ---------- ---------- ----------- ----------- Total interest income 8,620,442 8,706,940 17,014,846 17,321,137 Interest Expense Deposits 2,623,470 3,035,023 5,249,406 6,027,633 Short-term funds 160,941 158,032 277,936 350,797 ---------- ---------- ----------- ----------- Total interest expense 2,784,411 3,193,055 5,527,342 6,378,430 ---------- ---------- ----------- ----------- Net interest income 5,836,031 5,513,885 11,487,504 10,942,707 Provision for Loan and Real Estate Losses 83,333 250,000 208,333 850,000 ---------- ---------- ----------- ----------- Net interest income after provision for loan and real estate losses 5,752,698 5,263,885 11,279,171 10,092,707 Other Income Service charges on deposit accounts 434,882 392,237 836,648 758,007 Trust fees 324,999 282,450 649,998 564,900 Other 226,012 243,763 356,935 445,435 Securities gains 117,394 340,756 408,525 481,472 ---------- ---------- ----------- ----------- Total other income 1,103,287 1,259,206 2,252,106 2,249,814 Other Expenses Salaries, wages and benefits 2,248,027 2,009,194 4,561,083 3,907,317 Occupancy--net 357,035 288,594 715,231 590,344 Furniture and equipment 142,339 139,500 279,039 279,000 Taxes, other than income and payroll 154,477 135,034 310,785 267,909 FDIC insurance 240,065 228,499 479,261 448,048 Other 2,194,693 1,905,998 4,199,538 3,816,226 ---------- ---------- ----------- ----------- Total other expenses 5,336,636 4,706,819 10,544,937 9,308,844 ---------- ---------- ----------- ----------- Income before income taxes 1,519,349 1,816,272 2,986,340 3,033,677 Income Tax Expense 242,000 383,000 492,000 594,000 ---------- ---------- ----------- ----------- Net Income $1,277,349 $1,433,272 $ 2,494,340 $ 2,439,677 ========== ========== =========== =========== Net Income Per Share $0.38 $0.44 $0.75 $0.75 ===== ===== ===== ===== <FN> See notes to consolidated financial statements. -4- COBANCORP INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) JUNE 30, 1994 Six months ended June 30 1994 1993 Operating Activities Net income $ 2,494,340 $ 2,439,677 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan and real estate losses 208,333 850,000 Provision for depreciation and amortization 492,489 513,241 Amortization of premiums less accretion of discounts on securities 66,329 125,133 Realized securities (gains) (408,525) (481,472) (Increase) in interest receivable (137,362) (12,507) Increase (decrease) in interest payable 33,763 (83,563) (Increase) in other assets (547,733) (530,642) (Decrease) in other liabilities (131,459) (74,150) ----------- ----------- Net Cash Provided by Operating Activities 2,070,175 2,745,717 Investing Activities Proceeds from sales of investment securities 28,460,553 18,800,816 Paydowns and maturities of investment securities 16,194,248 23,434,769 Purchases of investment securities (20,540,264) (57,258,922) Net decrease in credit card receivables 188,810 434,739 Net (increase) in longer-term loans (32,134,963) (9,942,669) Purchases of premises and equipment, net of retirement (650,999) (1,755,551) ----------- ----------- Net Cash (Used) by Investing Activities (8,482,615) (26,286,818) Financing Activities Net increase in demand deposits, NOW accounts and savings accounts 675,283 24,549,816 Net (decrease) in certificates of deposit (1,432,167) (6,646,424) Net increase in short-term funds 6,026,123 5,933,185 Cash dividends (856,733) (602,852) Dividend investment plan 92,180 128,194 Long-term incentive plan 130,721 ----------- ----------- Net Cash Provided by Financing Activities 4,635,407 23,361,919 ----------- ----------- (Decrease) in Cash and Cash Equivalents (1,777,033) (179,182) Cash and Cash Equivalents at Beginning of Period 32,051,488 28,968,842 ----------- ----------- Cash and Cash Equivalents at End of Period $30,274,455 $28,789,660 =========== =========== See notes to consolidated financial statements. -5- COBANCORP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 1994 NOTE A PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the accounts of CoBancorp Inc. and its wholly-owned subsidiary, PremierBank & Trust. All material intercompany accounts and transactions have been eliminated. BASIS OF PRESENTATION: The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. It is the opinion of management that all adjustments made to the unaudited interim financial statements were of a normal recurring nature. CASH EQUIVALENTS: For purposes of the Statements of Cash Flows, cash equivalents include amounts due from banks and federal funds sold. Generally, federal funds are purchased and sold for periods of less than thirty days. PER SHARE AMOUNTS: All per share amounts have been adjusted to reflect the four-for-three stock split in February 1994 and the four-for-three stock split in July 1993. RECLASSIFICATIONS: Certain amounts in the 1993 consolidated financial statements have been reclassified to conform to the 1994 presentation. NOTE B ACQUISITIONS: On August 1, 1994, PremierBank & Trust announced it had entered into an agreement with Charter One Bank, F.S.B., Cleveland, whereby PremierBank & Trust will acquire two Lorain County branches of Charter One Bank. The transaction is subject to approval of the regulators and is expected to close early in the fourth quarter. -6- COBANCORP INC. JUNE 30, 1994 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion focuses on information about CoBancorp Inc.'s financial condition and results of operations which is not otherwise apparent from the consolidated financial statements attached. EARNINGS RESULTS Net income increased 2.24 percent to $2,494,340 for the first six months of 1994, from the $2,439,677 earned in the same period of 1993. Earnings per share were level at $0.75 for the first six months of 1994 and 1993. NET INTEREST INCOME The net interest margin on a fully taxable-equivalent basis was 5.56 percent for the first six months of 1994, compared to 5.41 percent one year ago. Net interest income for the first six months of 1994 amounted to $12,425,091 compared to $11,674,340 in 1993. These amounts reflect net interest income adjusted to a fully taxable-equivalent basis by recognizing the tax effect of interest earned on tax-exempt securities and loans. The increase in fully taxable-equivalent net interest income of $750,751 is attributable primarily to an increase in earning assets and to lower interest rates on interest-bearing deposits. These factors were partially offset by a decrease in the yield on earning assets and, to a lesser extent, an increase in interest-bearing deposits. The following table sets forth for the periods indicated a summary of the changes in interest income and interest expense on a fully taxable-equivalent basis resulting from changes in volume and changes in rates for the major components of interest-earning assets and interest-bearing liabilities: -7- SUMMARY OF NET INTEREST INCOME CHANGES (RATE/VOLUME VARIANCE) Six months ended 6/30/94 vs. 6/30/93 (in thousands of dollars) Change in interest Current Current Old Old income/expense due to volume rate volume rate Volume Rate Both Total Taxable securities $ 75,375 6.08% $129,017 6.97% $(1,869) $ (574) $237 $(2,207) Nontaxable securities 65,268 8.08 45,058 8.94 904 (195) (87) 621 Federal funds sold 2,049 3.15 8,669 2.93 (96) 9 (7) (93) Taxable loans: Real estate loans 141,832 8.26 103,195 9.18 1,759 (469) (132) 1,157 Commercial loans 122,611 7.91 107,315 8.01 608 (55) 57 610 Installment loans 31,263 10.72 31,733 11.86 (28) (180) 3 (204) Overdrafts 212 604 Quickline loans 110 18.15 61 18.34 4 0 0 4 Credit card loans 2,703 34.98 3,014 29.97 (46) 75 (3) 26 Nontaxable loans: IRBs 3,913 6.23 4,417 6.22 (16) 0 0 (15) -------- -------- ------- ------- ----- ------- TOTAL INTEREST-EARNING ASSETS 445,336 8.06 433,083 8.38 1,220 (1,388) 68 (100) Interest-bearing transaction accounts: NOW 24,145 2.10 27,940 2.59 (49) (69) 9 (108) Advantage 50 29,206 2.02 25,110 2.55 52 (66) (11) (25) Savings accounts: Savings 145,599 2.38 122,901 2.98 336 (370) (68) (102) IMMAs 29,765 2.17 33,028 2.61 (42) (72) 7 (107) Time deposits: Christmas/vaction clubs 2,539 4.01 560 3.91 38 0 1 40 CDs under $100,000 86,239 3.93 92,971 4.37 (146) (204) 15 (335) CDs over $100,000 (regular) 4,987 4.17 7,926 4.29 (62) (5) 2 (65) CDs over $100,000 (public fund) 11,641 3.35 14,036 3.05 (36) 21 (4) (19) IRAs 30,041 4.31 28,043 5.02 50 (98) (7) (56) Short-term funds: Repurchase agreements 4,510 3.19 14,797 2.72 (139) 34 (23) (127) Federal funds purchased 1,593 4.01 134 3.32 24 0 5 30 Sweep accounts 12,055 2.14 8,744 2.59 2 6 1 9 Notes payable TT&L 2,765 3.29 2,629 2.82 43 (20) (7) 15 -------- -------- ------- ------- ---- ------- TOTAL INTEREST-BEARING LIABILITIES 385,085 2.89 378,819 3.40 70 (841) (80) (851) ------- ------- ---- ------- NET INTEREST INCOME 5.56 5.41 $ 1,150 $ (547) $148 $ 751 ======= ======= ==== ======= YTD FTE net interest income (current year) $12,425 YTD FTE net interest income (prior year) 11,674 ------- Change in FTE net interest income $ 751 ======= <FN> Presented on a fully-taxable equivalent basis, using year-to-date average balances. -8- The trends in various components of the balance sheet and their respective yields and rates which affect interest income and expense are shown in the following table: AVERAGE CONSOLIDATED BALANCE SHEETS, NET INTEREST INCOME AND RATES Six Months Ended June 30, 1994 Six Months Ended June 30, 1993 Average Interest Average Interest Daily (Annaul- Yield/ Daily (Annual- Yield/ Balance ized) Rate Balance ized) Rate ASSETS Interest-earning assets: Loans (including fees) (1) Taxable $298,731 $25,732 8.61% $245,922 $22,748 9.25% Tax-exempt (2) 3,913 244 6.23 4,417 275 6.23 Investment securities Taxable 75,375 4,581 6.08 129,017 8,989 6.97 Tax-exempt (2) 65,268 5,271 8.08 45,058 4,029 8.94 Federal funds sold 2,049 65 3.15 8,669 254 2.93 Total interest-earning assets (2) 445,336 35,893 8.06 433,083 36,295 8.38 Noninterest-earning assets: Cash and due from banks 22,624 21,560 Bank premises and equipment 10,679 8,706 Other assets 12,590 12,093 Less allowance for loan losses (5,354) (5,455) TOTAL ASSETS $485,875 $469,987 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Interest-bearing liabilities: Interest-bearing transaction accounts $ 53,351 $ 1,095 2.05 $ 53,050 $ 1,364 2.57 Savings 175,364 4,107 2.34 155,929 4,529 2.90 Time deposits 135,447 5,384 3.97 143,536 6,263 4.36 Short-term funds 20,923 556 2.66 26,304 707 2.69 Total interest-bearing liablities 385,085 11,142 2.89 378,819 12,863 3.40 Noninterest-bearing liabilities: Demand deposits 56,764 51,129 Other liabilities 4,502 5,082 Shareholders' equity 39,524 34,957 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $485,875 $469,987 ======== ======== NET INTEREST INCOME $24,751 $23,432 ======= ======= NET YIELD/RATE ON INTEREST- EARNING ASSETS (2) 5.56% 5.41% <FN> (1) Nonaccrual loans are included in average loan balance. (2) Presented on a fully tax equivalent basis using a tax rate of 34%. Average interest-earning assets were $445,336,000 and $433,083,000 for the first six months of 1994 and 1993, respectively. -9- NET OTHER EXPENSES Total net other expense (total other expense less total other income) has increased $1,233,801, to $8,292,831 for the first six months of 1994, compared to $7,059,030 the previous year. Salaries, wages and benefits, occupancy, and taxes other than income and payroll have increased compared to last year. The Corporation has also experienced increases in professional fees, insurance expense (including FDIC insurance) and data processing costs. These increased expenses have been partially offset by a decrease in the provision for loan losses. Expense containment remains a focus of the bank, in addition to enhancing productivity. NONPERFORMING LOANS Nonaccrual loans were below year-end 1993 levels, and at June 30, 1994, totaled $1,276,000, compared to $1,318,000 at December 31, 1993. The category of accruing loans past due 90 days or more totaled $150,000 at June 30, 1994, and $141,000 at December 31, 1993. The balance in the allowance for loan losses was $5,466,849 at June 30, 1994, compared to $5,226,401 at December 31, 1993. Except for installment loans and credit cards, loans on which interest and/or principal is 90 days or more past due are placed on nonaccrual status and any previously accrued but uncollected interest is reversed from income. Such loans remain on a cash basis for recognition of income until both interest and principal are current. Installment and credit card loans past due greater than 120 days are charged off and previously accrued but uncollected interest is reversed from income. The following table summarizes nonaccrual, past due and restructured loans (in thousands of dollars). June 30 December 31 1994 1993 Accruing loans past due 90 days or more as to principal or interest: Loans secured by real estate $ 25 $ 58 Loans to individuals 125 57 Commercial and industrial loans 26 ------ ------ $ 150 $ 141 ====== ====== Nonaccrual loans: Loans secured by real estate $ 274 $ 518 Commercial and industrial loans 285 77 All other 717 723 ------ ------ $1,276 $1,318 ====== ====== Restructured loans included above: Commercial and collateral $ 0 $ 0 ====== ====== -10- ALLOWANCE FOR LOAN LOSSES AND LOAN CHARGE-OFFS In determining the adequacy of the allowance for loan losses, management evaluates past loan loss experience, present and anticipated economic conditions and the credit worthiness of its borrowers. The allowance for loan losses is increased by provisions charged against income and recoveries of loans previously charged off. The allowance is decreased by loans that are determined uncollectible by management and charged against the allowance. Potential problem loans are those loans which are on the Bank's "watch list." These loans exhibit characteristics that could cause the loans to become nonperforming or require restructuring in the future. This "watch list" is reviewed monthly and adjusted for changing conditions. At June 30, 1994, the allowance for loan losses as a percentage of loans was 1.70, compared to 1.81 percent at December 31, 1993. The provision for loan losses was $208,333 in the six months ended June 30, 1994, and $750,000 for the same period of 1993. Additionally, $100,000 was provided in the first quarter of 1993 to establish an allowance for possible losses in other real estate owned. The following table contains information relative to loan loss experience for the six months ended June 30, 1994, and the year ended December 31, 1993. Six months ended Year ended June 30, 1994 December 31, 1993 Allowance for loan losses at beginning of period $5,226 $5,215 Loans charged off: Real estate 30 198 Installment 149 471 Credit card 29 91 Other 2 Commercial and collateral 24 1,384 ------ ------ 232 2,146 Recoveries on loans charged off: Real estate 22 51 Installment 102 330 Credit card 15 16 Other 12 Commercial and collateral 126 928 ------ ------ 265 1,337 ------ ------ Net loans charged off (33) 809 Provision for loan losses 208 820 ------ ------ Allowance for loan losses at end of period $5,467 $5,226 ====== ====== Ratio of allowance for loan losses to total loans at end of period 1.70% 1.81% ====== ====== -11- CAPITAL At June 30, 1994, PremierBank & Trust's risk-based capital ratios based on Federal Reserve Board guidelines were as follows: Tier 1 "core" capital to risk-weighted assets 12.96 percent Total capital to risk-weighted assets 14.22 percent Tier 1 leverage ratio 8.18 percent These ratios substantially exceed the minimums which are in effect for banks after the end of 1992. The Corporation's return on average assets was 1.03 percent for the first six months of 1994, compared to 1.04 percent for the same period in 1993. Return on average equity was 12.72 percent for the first six months of 1994, compared to 13.96 percent for the first six months of 1993. PART II. OTHER INFORMATION Except as set forth below, the items of Part II are inapplicable or the answers thereto are negative and, accordingly, no reference is made to said items in this report. Item 4--Submission of matters to a vote of security holders The annual meeting of shareholders of CoBancorp Inc. was held April 20, 1994, at 11:00 p.m., at the Ralph Neighbour Center of the Church of the Open Door, 43275 Telegraph Road, Elyria, Ohio, in accordance with the notice of meeting and proxy statement mailed to shareholders. All matters proposed by management in the proxy statement were approved by the shareholders. Item 6--Exhibits and Reports on Form 8-K (a) No exhibits were required to be filed as part of this report. (b) The registrant was not required to file any reports on Form 8-K during the quarter ended June 30, 1994. -12- COBANCORP INC. JUNE 30, 1994 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. COBANCORP INC. (Registrant) 8/11/94 Timothy W. Esson Date Timothy W. Esson Executive Vice President -13-