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 September 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 September 30, 1994, there were 3,289,341 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--September 30, 1994 and
December 31, 1993 3
Consolidated statements of income--Three months ended
September 30, 1994 and 1993; nine months ended
September 30, 1994 and 1993 4
Consolidated statements of cash flows--Nine months
ended September 30, 1994 and 1993 5
Notes to consolidated financial statements--
September 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
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PART I. FINANCIAL INFORMATION
COBANCORP INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
SEPTEMBER 30, 1994
September 30 December 31
1994 1993
ASSETS
Cash and due from banks $ 29,930,198 $ 29,051,488
Investment securities (market value
$130,685,000 at September 30, 1994 and
$156,485,000 at December 31, 1993) 131,098,858 152,933,745
Federal funds sold 0 3,000,000
Loans 319,648,175 289,448,687
Less allowance for loan losses 5,627,599 5,226,401
------------ ------------
Net loans 314,020,576 284,222,286
Bank premises and equipment 10,647,106 10,563,830
Accrued income and prepaid expenses 4,191,901 3,433,018
Other assets 9,998,439 8,596,377
------------ ------------
TOTAL ASSETS $499,887,078 $491,800,744
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Demand--noninterest bearing $ 64,782,962 $ 59,208,379
Demand--interest bearing 57,057,954 58,858,055
Savings and other time 311,234,792 309,519,183
------------ ------------
Total deposits 433,075,708 427,585,617
Short-term funds 22,535,060 20,245,028
Other liabilities 3,132,209 3,131,672
Employee stock ownership plan
obligation 861,510 1,105,260
------------ ------------
Total liabilities 459,604,487 452,067,577
Shareholders' equity
Capital stock, without par value
5,000,000 shares authorized
3,289,341 shares outstanding
3,268,488 at December 31, 1993 4,752,481 4,304,345
Capital surplus 16,623,320 16,623,320
Retained earnings 19,768,300 19,910,762
Employee stock ownership plan
obligation (861,510) (1,105,260)
------------ ------------
Total shareholders' equity 40,282,591 39,733,167
------------ ------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $499,887,078 $491,800,744
============ ============
See notes to consolidated financial statements.
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COBANCORP INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
SEPTEMBER 30, 1994
Three months ended Sept. 30 Nine months ended Sept. 30
1994 1993 1994 1993
Interest Income
Loans (including fees)
Taxable $6,913,548 $5,993,788 $19,787,805 $17,274,195
Tax-exempt 40,112 42,792 120,599 133,483
Investment securities
Taxable 934,975 1,887,901 3,223,125 6,430,587
Tax exempt 891,970 817,123 2,631,504 2,098,661
Federal funds sold 25,325 17,915 57,743 143,730
---------- ---------- ----------- -----------
Total interest income 8,805,930 8,759,519 25,820,776 26,080,656
Interest Expense
Deposits 2,694,518 3,130,072 7,943,924 9,157,705
Short-term funds 175,360 169,999 453,296 520,796
---------- ---------- ----------- -----------
Total interest expense 2,869,878 3,300,071 8,397,220 9,678,501
---------- ---------- ----------- -----------
Net interest income 5,936,052 5,459,448 17,423,556 16,402,155
Provision for Loan and Real Estate Losses 0 50,000 208,333 900,000
---------- ---------- ----------- -----------
Net interest income after provision
for loan and real estate losses 5,936,052 5,409,448 17,215,223 15,502,155
Other Income
Service charges on deposit accounts 488,715 401,331 1,325,363 1,159,338
Trust fees 324,999 282,450 974,997 847,350
Other 506,247 409,533 863,182 854,968
Securities gains 44,969 100,673 453,494 582,145
---------- ---------- ----------- -----------
Total other income 1,364,930 1,193,987 3,617,036 3,443,801
Other Expenses
Salaries, wages and benefits 2,402,031 2,099,332 6,963,114 6,006,649
Occupancy--net 355,439 316,605 1,070,670 906,949
Furniture and equipment 153,619 139,500 432,658 418,500
Taxes, other than income and payroll 151,732 138,262 462,517 406,171
FDIC insurance 239,816 238,048 719,077 686,096
Other 2,134,114 2,123,665 6,333,652 5,939,891
---------- ---------- ----------- -----------
Total other expenses 5,436,751 5,055,412 15,981,688 14,364,256
---------- ---------- ----------- -----------
Income before income taxes 1,864,231 1,548,023 4,850,571 4,581,700
Income Tax Expense 322,000 242,000 814,000 836,000
---------- ---------- ----------- -----------
Net Income $1,542,231 $1,306,023 $ 4,036,571 $ 3,745,700
========== ========== =========== ===========
Net Income Per Share $0.46 $0.40 $1.21 $1.14
===== ===== ===== =====
<FN>
See notes to consolidated financial statements.
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COBANCORP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SEPTEMBER 30, 1994
Nine months ended Sept. 30
1994 1993
Operating Activities
Net income $ 4,036,571 $ 3,745,700
Adjustments to reconcile net income
to net cash provided by operating activities:
Provision for loan and real estate losses 208,333 900,000
Provision for depreciation and amortization 867,090 784,674
Amortization of premiums less accretion of
discounts on securities 47,354 354,473
Realized securities (gains) (453,494) (582,145)
(Increase) in interest receivable (468,369) (209,870)
Increase (decrease) in interest payable 118,870 (88,715)
Decrease (increase) in other assets 134,454 (1,009,303)
(Decrease) increase in other liabilities (597,926) 516,317
----------- -----------
Net Cash Provided
by Operating Activities 3,892,883 4,411,131
Investing Activities
Proceeds from sales of investment securities 37,794,541 38,132,941
Paydowns and maturities of investment
securities 18,835,317 41,055,436
Purchases of investment securities (38,775,396) (80,716,851)
Net decrease in credit card receivables 151,243 380,071
Net (increase) in longer-term loans (31,238,019) (31,877,499)
Purchases of premises and equipment,
net of retirement (806,371) (2,209,256)
----------- -----------
Net Cash (Used)
by Investing Activities (14,038,685) (35,235,158)
Financing Activities
Net increase in demand deposits,
NOW accounts and savings accounts 286,429 33,882,579
Net increase (decrease) in certificates
of deposit 6,283,815 (5,855,745)
Net increase in short-term funds 2,290,032 3,560,275
Cash dividends (1,283,900) (956,709)
Dividend investment plan 317,415 203,381
Long-term incentive plan 130,721
----------- -----------
Net Cash Provided
by Financing Activities 8,024,512 30,833,781
----------- -----------
(Decrease) Increase in
Cash and Cash Equivalents (2,121,290) 9,754
Cash and Cash Equivalents at Beginning of Period 32,051,488 28,968,842
----------- -----------
Cash and Cash Equivalents at
End of Period $29,930,198 $28,978,596
=========== ===========
See notes to consolidated financial statements.
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COBANCORP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 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 closed on November 10, 1994, resulting in an increase of
approximately $22 million in deposits.
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COBANCORP INC.
SEPTEMBER 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 7.77 percent to $4,037,000 for the
first nine months of 1994, from the $3,746,000 earned in the same period
of 1993. Third quarter 1994 net income increased to $1,542,000, or 18.1
percent, from the $1,306,000 earned in the third quarter of 1993. Earnings
per share increased to $1.21 for the first nine months of 1994 compared to
$1.14 for the same period in 1993. Third quarter earnings per share
increased to $0.46 from $0.40 in the third quarter of 1993.
NET INTEREST INCOME The net interest margin on a fully taxable-equivalent
basis was 5.60 percent for the first nine months of 1994, compared to 5.32
percent for the same period one year ago. Net interest income for the
first nine months of 1994 amounted to $24,998,000 compared to $23,432,000
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 $1,566,000
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:
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SUMMARY OF NET INTEREST INCOME CHANGES (RATE/VOLUME VARIANCE)
Nine months ended 9/30/94 vs. 9/30/93
(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 $ 69,492 6.19% $129,251 6.63% $(2,973) $ (434) $200 $(3,207)
Nontaxable securities 65,942 8.06 48,679 8.71 1,128 (236) (84) 807
Federal funds sold and
other short-term funds 2,143 3.55 6,562 2.93 (97) 31 (20) (86)
Taxable loans:
Real estate loans 145,123 8.14 108,177 9.04 2,498 (728) (227) 1,543
Commercial loans 124,061 8.10 108,544 8.03 931 60 110 1,101
Installment loans 32,477 10.54 31,288 11.74 104 (283) (10) (189)
Overdrafts 215 444
Quickline loans 115 17.85 80 18.92 5 (1) 0 4
Credit card loans 2,758 35.52 2,978 30.69 (50) 108 (3) 54
Nontaxable loans:
IRBs 3,864 6.30 4,340 6.21 (22) 3 0 (20)
-------- -------- ------- ------- ----- -------
TOTAL INTEREST-EARNING ASSETS 446,190 8.12 440,343 8.26 1,524 (1,481) (35) 8
Interest-bearing transaction
accounts:
NOW 24,358 2.10 29,781 2.58 (105) (106) 19 (192)
Advantage 50 29,059 2.02 25,590 2.51 65 (95) (13) (42)
Savings accounts:
Savings 144,739 2.36 127,807 2.95 373 (558) (74) (259)
IMMAs 29,576 2.17 32,590 2.60 (59) (105) 10 (154)
Time deposits:
Christmas/vaction clubs 2,696 3.99 733 3.94 58 0 1 59
CDs under $100,000 86,555 3.95 95,296 4.38 (287) (309) 28 (567)
CDs over $100,000 (regular) 5,674 4.31 7,855 3.57 (58) 44 (12) (27)
CDs over $100,000 (public fund) 11,327 3.57 11,057 3.04 6 44 1 51
IRAs 29,929 4.30 28,663 4.87 46 (123) (5) (83)
Short-term funds:
Repurchase agreements 5,108 3.49 13,715 2.64 (170) 87 (53) (136)
Federal funds purchased 1,729 4.23 443 3.30 32 3 10 44
Sweep accounts 12,267 2.14 8,921 2.59 65 (30) (11) 24
Notes payable TT&L 2,446 3.57 3,108 2.83 (14) 17 (3) 1
-------- -------- ------- ------- ---- -------
TOTAL INTEREST-BEARING
LIABILITIES 385,463 2.91 385,559 3.36 (47) (1,132) (102) (1,281)
------- ------- ---- -------
NET INTEREST INCOME 5.60 5.32 $ 1,571 $ (348) $ 67 $ 1,289
======= ======= ==== =======
YTD FTE net interest income (current year) $18,841
YTD FTE net interest income (prior year) 17,552
-------
Change in FTE net interest income $ 1,289
=======
<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
Nine Months Ended Sept. 30, 1994 Nine Months Ended Sept. 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 $304,749 $26,285 8.63% $251,511 $23,095 9.18%
Tax-exempt (2) 3,864 244 6.30 4,340 270 6.21
Investment securities
Taxable 69,492 4,299 6.19 129,251 8,574 6.63
Tax-exempt (2) 65,942 5,316 8.06 48,679 4,240 8.71
Federal funds sold and other
short-term funds 2,143 76 3.55 6,562 192 2.93
Total interest-earning
assets (2) 446,190 36,220 8.12 440,343 36,371 8.26
Noninterest-earning assets:
Cash and due from banks 23,167 22,843
Bank premises and equipment 10,692 9,047
Other assets 12,912 12,437
Less allowance for loan losses (5,428) (5,454)
TOTAL ASSETS $487,533 $479,216
======== ========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing transaction
accounts $ 53,417 $ 1,098 2.06 $ 55,371 $ 1,410 2.55
Savings 174,315 4,062 2.33 160,397 4,614 2.88
Time deposits 136,182 5,461 4.01 143,604 6,219 4.33
Short-term funds 21,549 601 2.79 26,187 696 2.66
Total interest-bearing
liablities 385,463 11,222 2.91 385,559 12,939 3.36
Noninterest-bearing liabilities:
Demand deposits 58,052 53,079
Other liabilities 4,404 5,067
Shareholders' equity 39,614 35,511
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $487,533 $479,216
======== ========
NET INTEREST INCOME $24,998 $23,432
======= =======
NET YIELD/RATE ON INTEREST-
EARNING ASSETS (2) 5.60% 5.32%
<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 $446,190,000 and $440,343,000 for the first nine months of 1994 and 1993, respectively.
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NET OTHER EXPENSES Total net other expense (total other expense less total
other income) has increased $1,444,000, to $12,365,000 for the first nine
months of 1994, compared to $10,920,000 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 ASSETS Total nonperforming assets at September 30, 1994, were
$2,401,000, compared to $2,090,000 at December 31, 1993. Nonperforming
assets consist of nonaccrual loans, accruing loans past due 90 days or more,
and other real estate owned. Nonaccrual loans were slightly above year-end
1993 levels, and at September 30, 1994, totaled $2,117,000, compared to
$1,318,000 at December 31, 1993. The category of accruing loans past due 90
days or more decreased to $74,000 at September 30, 1994, compared to
$141,000 at December 31, 1993. Other real estate owned at September 30,
1994, was $211,000, down from the $640,000 at December 31, 1993. Total
nonperforming assets as a percentage of outstanding loans was .75 percent at
September 30, 1994, compared to .72 percent at December 31, 1993. The
balance in the allowance for loan losses was $5,627,599 at September 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).
September 30 December 31
1994 1993
Accruing loans past due 90 days or
more as to principal or interest:
Loans secured by real estate $ 15 $ 58
Loans to individuals 59 57
Commercial and industrial loans 26
------ ------
$ 74 $ 141
====== ======
Nonaccrual loans:
Loans secured by real estate $ 929 $ 518
Commercial and industrial loans 471 77
All other 717 723
------ ------
$2,117 $1,318
====== ======
Restructured loans included above: $ 0 $ 0
====== ======
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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 September 30, 1994, the allowance for loan losses as a percentage of
loans was 1.76, compared to 1.81 percent at December 31, 1993. The
provision for loan losses was $208,333 in the nine months ended September
30, 1994, and $800,000 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 nine months ended September 30, 1994, and the year ended December
31, 1993.
Nine months ended Year ended
September 30, 1994 December 31, 1993
Allowance for loan losses
at beginning of period $5,226 $5,215
Loans charged off:
Real estate 31 198
Installment 214 471
Credit card 42 91
Other 4 2
Commercial and collateral 28 1,384
------ ------
319 2,146
Recoveries on loans charged off:
Real estate 22 51
Installment 199 330
Credit card 22 16
Other 12
Commercial and collateral 269 928
------ ------
512 1,337
------ ------
Net loans charged off (193) 809
Provision for loan losses 208 820
------ ------
Allowance for loan losses
at end of period $5,627 $5,226
====== ======
Ratio of allowance for loan
losses to total loans at
end of period 1.76% 1.81%
====== ======
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CAPITAL At September 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 13.21 percent
Total capital to risk-weighted assets 14.47 percent
Tier 1 leverage ratio 8.38 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 1.13 percent for the first
nine months of 1994, compared to 1.08 percent for the same period in 1993.
Return on average equity was 13.93 percent for the first nine months of
1994, compared to 14.60 percent for the same period in 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
None.
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 September 30, 1994.
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COBANCORP INC.
SEPTEMBER 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)
11/14/94 /s/
Date Timothy W. Esson
Timothy W. Esson
Executive Vice President
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