1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 ----------------------------- or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----------------- ------------------- Commission file number 0-16356 ---------------- CENTRAL BANCORPORATION ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) WASHINGTON 91-1203145 - --------------------------------- ----------------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 301 NORTH CHELAN AVENUE WENATCHEE, WASHINGTON 98801 ---------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (509) 663-0733 --------------------------- (ISSUER'S TELEPHONE NUMBER) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------- State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date. 1,009,643 shares of common stock outstanding at June 30, 1995 Transitional Small Business Disclosure Format (check one): Yes No X ------- ------- 2 CENTRAL BANCORPORATION PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The following Consolidated Financial Statements are presented for Registrant, Central Bancorporation, its wholly owned subsidiaries, Central Washington Bank, North Central Washington Bank, and Central Financial Services, Inc., the wholly owned subsidiary of Central Washington Bank. 1. Consolidated balance sheets for December 31, 1994 and June 30, 1995. 2. Consolidated statements of operations for the second quarter and first six months ended June 30, 1995 and 1994. 3. Consolidated statements of cash flows for the six months ended June 30, 1995 and 1994. 4. Notes to consolidated financial statements. Page 2 3 CENTRAL BANCORPORATION CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) (Unaudited) - ------------------------------------------------------------------------------------------------------- JUNE 30, DECEMBER 31, 1995 1994 - ------------------------------------------------------------------------------------------------------- ASSETS Cash and due from banks $ 11,847 $ 14,636 Interest bearing deposits in other banks 8,130 4,670 -------- -------- Cash and cash equivalents 19,977 19,306 Securities held to maturity (market value of $19,180 in 1995 and $19,677 in 1994) 19,244 20,216 Securities available for sale, at market 20,958 27,142 Loans 132,522 122,150 Less allowance for loan losses 1,711 1,667 -------- -------- Loans, net 130,811 120,483 Premises and equipment, net 6,204 6,437 Accrued interest receivable 1,509 1,407 Other assets, net 771 669 -------- -------- Total assets $199,474 $195,660 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Non-interest bearing demand $ 23,217 $ 27,245 Interest-bearing 154,004 147,945 -------- -------- Total deposits 177,221 175,190 Short-term borrowings 2,590 2,200 Notes payable 2,894 3,194 Accrued interest and other liabilities 2,043 1,678 -------- -------- Total liabilities 184,748 182,262 Stockholders' equity: Common stock, $1.67 par value. Authorized 3,000,000 shares; issued and outstanding 1,009,643 in 1995 and 999,243 in 1994 1,683 1,665 Surplus 2,655 2,616 Retained earnings 10,458 9,507 Unrealized loss on securities available for sale (70) (390) -------- -------- Total stockholders' equity 14,726 13,398 -------- -------- Total liabilities and stockholders' equity $199,474 $195,660 ======== ======== See accompanying notes to consolidated financial statements. Page 3 4 CENTRAL BANCORPORATION CONSOLIDATED STATEMENTS Of OPERATIONS (Dollars in thousands, except per share amounts) (unaudited) - -------------------------------------------------------------------------------------------------------------------- THREE MONTHS ENDED SIX MONTHS ENDED June 30, June 30, 1995 1994 1995 1994 - -------------------------------------------------------------------------------------------------------------------- INTEREST INCOME: Interest and fees on loans $3,176 $2,349 $6,175 $4,173 Interest on securities: Taxable 526 468 1,102 865 Exempt from federal income tax 52 70 104 134 Other interest income 111 96 189 148 ------ ------ ------ ------ Total interest income 3,865 2,983 7,570 5,320 INTEREST EXPENSE: Interest on deposits 1,463 956 2,737 1,711 Interest on borrowings 96 67 198 88 ------ ------ ------ ------ Total interest expense 1,559 1,023 2,935 1,799 ------ ------ ------ ------ Net interest income 2,306 1,960 4,635 3,521 Provision for loan losses - - - - ------ ------ ------ ------ Net interest income after the provision for loan loss 2,306 1,960 4,635 3,521 OTHER INCOME: Mortgage loan servicing fees 49 52 98 102 Service charges on deposit accounts 253 216 502 361 Gain on sales of loans, net 101 (52) 139 (36) Loss on securities available for sale - (144) - (244) Other service charges and fees 157 152 290 333 ------ ------ ------ ------ Total other income 560 224 1,029 516 OTHER EXPENSES: Salaries and employee benefits 985 856 2,010 1,608 Occupancy expense of premises 122 116 238 216 Printing, stationery and supplies 87 79 176 119 Equipment and data processing 186 93 354 256 Legal and professional 48 34 102 66 Business and occupation taxes 53 39 98 69 Deposit insurance assessment 98 85 196 151 Other 308 441 616 626 ----- ------ ------ ------ Total other expenses 1,887 1,743 3,790 3,111 ------ ------ ------ ------ Income before income tax expense 979 441 1,874 926 Income tax expense 307 170 573 284 ------ ------ ------ ------ Net income $ 672 $ 271 $1,301 $ 642 ====== ====== ====== ====== Net income per share $ 0.65 $ 0.26 $ 1.25 $ 0.62 ====== ====== ====== ====== See accompanying notes to consolidated financial statements. Page 4 5 CENTRAL BANCORPORATION CONSOLIDATED STATEMENTS Of CASH FLOWS (Dollars in Thousands) (unaudited) - --------------------------------------------------------------------------------------------------------- SIX MONTHS ENDED JUNE 30, 1995 1994 - --------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,301 $ 642 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 256 260 Decrease (increase) in loans held for sale (37) 1,342 Net amortization of premiums (discounts) (82) 45 Loss on securities available for sale - 244 Loan fees deferred, net of amortization 111 72 Dividends on FHLB stock (25) (25) Other (3) 530 -------- -------- Total adjustments 220 2,468 -------- -------- Net cash provided by operating activities 1,521 3,110 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturing securities held to maturity 1,309 1,750 Purchase of securities held to maturity (317) (4,172) Proceeds from sales of securities available for sale - 7,224 Proceeds from maturing securities available for sale 7,776 8,229 Purchase of securities available for sale (1,021) (7,476) Cash used for acquisition costs - 7,281 Loans originations, net of principal repayments (10,402) (10,190) Acquisition of premise and equipment (23) (67) -------- -------- Net cash used in investing activities (2,678) 2,579 CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in deposits 2,031 249 Net increase (decrease) in short-term borrowings 390 (474) Proceeds from stock options exercised 57 - Proceeds from borrowings - 2,993 Principal payments on notes payable (300) (3,000) Cash dividends (350) (345) -------- -------- Net cash provided by (used in) financing activities 1,828 (577) Net increase in cash and cash equivalents 671 5,112 Cash and cash equivalents at beginning of year 19,306 11,758 -------- -------- Cash and cash equivalents at end of period $ 19,977 $ 16,870 ======== ======== Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 2,563 $ 1,629 Income tax 555 146 Supplemental schedule of noncash investing and financing activities: Bancorp purchased all of the capital stock of First Bank Washington for $4,119. In connection with the acquisition, liabilities were assumed as follows: Fair value of assets acquired $ 52,709 Cash paid for capital stock (4,119) -------- Liabilities assumed $ 48,590 ======== See accompanying notes to consolidated financial statements. Page 5 6 CENTRAL BANCORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. 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 instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 1995 are not necessarily indicative of the results anticipated for the year ending December 31, 1995. For additional information refer to the consolidated financial statements and footnotes thereto included in Central Bancorporation's annual report on Form 10-KSB for the year ended December 31, 1994. 2. NET INCOME PER SHARE Net income per share is computed using the weighted average number of common stock outstanding, including shares issuable under stock options plans, when dilutive, during the periods presented. The weighted average number of shares outstanding used to compute net income per share was 1,037,770 during the quarter and 1,038,438 during the six month periods in 1995 and 1,031,730 during the quarter and 1,031,219 during the six month periods in 1994, respectively. 3. STATEMENT OF CASH FLOWS For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks, interest bearing deposits, and federal funds sold. 4. CONSOLIDATION The consolidated financial statements include the accounts of Central Bancorporation, Central Washington Bank, North Central Washington Bank, and Central Financial Services, Inc. All significant inter-company balances and transactions have been eliminated in consolidation. The consolidated statements of operations and the consolidated statements of cash flows only reflect activity from North Central Washington Bank since the date of acquisition, May 1, 1994. 5. PRO-FORMA STATEMENTS Bancorp purchased North Central Washington Bank on April 30, 1994. Therefore the Statements of Operation are not comparable. For purposes of comparability, below is a condensed pro-forma income statement that assumes the acquisition had occurred on January 1, 1994 and reflects pro-forma adjustments carried forward through the periods presented. The pro-forma statements may not be indicative of the results that would have occurred if the acquisition had been effective on the dates indicated or of the results that may be obtained in the future. Condensed Pro-forma Three Months Ended Six Months Ended Statements of Operations June 30, June 30, ----------------------- -------------------- (Dollars in thousands) 1995 1994 1995 1994 ------ ------ ------ ------ Interest income $3,865 $3,274 $7,570 $6,416 Interest expense 1,559 1,120 2,935 2,189 ------ ------ ------ ------ Net interest income 2,306 2,154 4,635 4,227 Other income 560 228 1,029 661 Other expense 1,887 1,942 3,790 3,763 Income tax expense 307 170 573 352 ------ ------ ------ ------ Net income $ 672 $ 270 $1,301 $ 773 ====== ====== ====== ====== Net income per share $ 0.65 $ 0.26 $ 1.25 $ 0.75 ====== ====== ====== ====== Page 6 7 CENTRAL BANCORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 5. IMPAIRED LOANS Effective January 1, 1995, Bancorp adopted Statement 114, "Accounting by Creditors for Impairment of a Loan" and Statement 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosure - an Amendment of FASB Statement No. 114" which was issued by the Financial Accounting Standards Board (FASB) in 1994. These Statements require that impaired loans that are within their scope be measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or as a practical expedient, at the loans observable market price, or the fair value of the collateral if the loan is collateral dependent. As of June 30, 1995 and during the first six months of 1995, Bancorp's investment in impaired loans was not material. Generally, when a loan becomes impaired Bancorp discontinues the accrual of interest income. Future interest income is recognized using the cash basis of accounting until the loan is no longer impaired. 6. ACCOUNTING FOR MORTGAGE SERVICING RIGHTS In May 1995, the FASB issued Statement No. 122, "Accounting for Mortgage Servicing Rights," which require Banks to allocate the cost of mortgage loans sold between the loan principal and loan servicing rights based on their relative fair values. Bancorp anticipates to adopt the provisions of Statement No. 122 on a prospective basis beginning January 1, 1996. Management believes there will be no material impact upon the adoption of this statement. Page 7 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION GENERAL This discussion is provided for Central Bancorporation ("Bancorp") and wholly owned subsidiaries Central Washington Bank ("Central") and North Central Washington Bank ("North Central"). Central and North Central operate in ten locations, located in North Central Washington, and provide families and businesses with a wide variety of financial services, primarily loans and deposits. Central Washington Bank's wholly owned subsidiary, Central Financial Services, Inc. provides banking customers with financial products, such as annuities and mutual funds. On April 30, 1994, Bancorp completed the cash purchase of 100 percent of the stock of First Bank Washington, the wholly owned subsidiary of FBS Washington Bancorporation and First Bank System, Inc. Because of the acquisition, the statements of operations presented in this quarterly report are not comparable. For a pro-forma presentation of the statements of operations please see Note 5 to the Consolidated Financial Statements. The pro-forma statements assume the acquisition occurred on January 1, 1994. It should be noted that the pro-forma statements may not be indicative of the results that would have occurred if the acquisition had been effective on the dates indicated or of the results that may be obtained in the future. RESULTS OF OPERATIONS Net income Net income for the second quarter of 1995 increased by 148 percent to $672,000 or $.65 per share compared to $271,000 or $.26 per share during the same period a year ago. Net income for the first six months increased by 103 percent to $1,301,000 or $1.25 per share compared to $642,000 or $.62 per share a year ago. The annualized return on average assets during the first six months of 1995 was 1.34 percent compared to .86 percent during the same period last year. The second quarter and six month improvement in earnings was the result of an increase in net interest income and reduction in security and mortgage loan losses, partially offset by higher expenses, which were related to the operations of North Central. The impact on earnings related to the purchase of North Central was the addition of approximately $338,000 during the first six months of 1995, or $.33 per share. The 1994 losses related to the sale of securities and mortgages were attributable to managements decision to sell lower yielding assets resulting from significant increases in both short term and long term interest rates during the first six months of 1994. The increase in net interest income and the increase in expenses was primarily related to the operation of Bancorp's acquired Bank subsidiary, North Central Washington Bank, beginning May 1, 1994. Page 8 9 Net interest income Net interest income during the first six months of 1995 totaled $4,635,000 a $1,114,000 (31.6 percent) increase over 1994 ($870,000 of the increase was from North Central). The increase resulted from an increase in net earning assets and from a slightly higher interest rate spread. The table below (in thousands) is illustrative: 1995 1994 ---- ---- Balance Yield * Balance Yield * ------- ------- ------- ------- Average earning assets: Loans $126,434 9.85% $ 88,868 9.52% Investments 46,080 5.48 41,478 5.17 Other 6,424 5.96 8,483 3.64 -------- ----- -------- ----- Total 178,938 8.58 138,829 7.86 Average interest-bearing liabilities: Deposits 149,413 3.70 112,227 3.07 Other 5,678 7.03 4,133 4.29 -------- ----- -------- ----- Total 155,091 3.82 116,360 3.12 -------- ----- -------- ----- Net earning assets $ 23,847 5.27% $ 22,469 5.23% ======== ===== ======== ===== *Annualized with a 34 percent tax equivalent adjustment. Net interest income is influenced by changes in both interest rates (rate) and changes in interest-bearing assets and liabilities (volume). The table presented below (adjusted for tax equivalency and in thousands) is an analysis of these changes for the second quarter and first six months of 1995 compared to the same period a year ago. SECOND QUARTER YEAR-TO-DATE ------------------------------------ ---------------------------------- Interest Interest Net Int. Interest Interest Net Int. Income Expense Income Income Expense Income -------- -------- --------- -------- -------- --------- Rate $ 195 $ 250 $ (55) $ 339 $ 348 $ ( 9) Volume 684 328 356 1,896 788 1,108 ------- ------- ------- ------- ------- ------- $ 879 $ 578 $ 301 $ 2,235 $ 1,136 $ 1,099 ======= ======= ======= ======= ======= ======= Bancorp's average earning assets for the first six months of 1995 increased $40,109,000 ($32,720,000 from North Central) over the first six months of 1995 while Bancorp's average interest-bearing liabilities increased $38,731,000 ($27,842,000 from North Central). The increase in both earning assets and interest bearing liabilities resulted primarily from the North Central acquisition. Excluding the volume from the acquisition, Bancorp's average earning assets and average interest bearing liabilities increased $7,389,000 and $10,889,000 respectively during the periods presented and were primarily the result of increases in both deposit and loan volumes. In addition, Bancorp's notes payable increased in connection with the North Central acquisition. The difference between the interest earned and the interest paid on this increased volume resulted in approximately $356,000 and $1,108,000 in additional net interest during the second quarter and first six months of 1995, respectively. The yield on earning assets increased 72 basis points during the first six months of 1995 to 8.58 percent as compared to 7.86 percent during the same period last year. An increase in yield was experienced in loans and investments Page 9 10 securities. This increase is a reflection of the higher interest rate experienced in 1994. Bancorp's cost of funds also increased 70 basis points during the first six months of 1995 to 3.82 percent as compared to 3.12 percent last year. Because the increase in the yield on earning assets was higher than the increase in cost of funds, Bancorp's net interest margin increased from 5.23 percent during 1994 to 5.27 percent during 1995. Bancorp net interest margin decreased from 5.40 percent during the first quarter of 1995 to 5.14 percent during the second quarter of 1995. This decrease in yield was a result of higher deposit rates paid during the second quarter resulting from increasing competitive pressure. For the six month period, the higher interest rates experienced since 1994 have not impacted Bancorp's net interest margin significantly. However, because Bancorp is liability sensitive (ie. liabilities are subject to repricing faster than assets) a change in the direction of rates may have an impact on net interest margin. Generally, when interest rates increase Bancorp's net interest margin decreases and if interest rates decrease Bancorp's net interest margin may increase. During July 1995, the Federal Reserve changed the direction of interest rates by slightly lowering the federal funds rate. This action would normally benefit Bancorp's net interest margin. However, because of strong loan demand banks are likely to be more competitive for deposits and therefore these rates may remain relatively high. Bancorp has approximately $83.0 million in earning assets repricing or maturing within the next year. As a repricing offset, Bancorp has approximately $85.2 million in savings and checking accounts whose interest rates may increase/decrease along with other market interest rates. Historically, the interest rates paid on savings and checking accounts lag and do not increase as far as the rates earned on loans and investments. These rates have been relatively stable over the past year. Because these rates are already low any decrease in interest rates may not lower these rates significantly. As discussed above, because of competitive pressures to keep deposit rates relatively high and because of the already low savings and checking interest rates Bancorp may continue to experience a decrease in its net interest margin. In the event interest rates increase, Bancorp has a significant portion of its securities available for sale to protect Bancorp's margin. These securities have maturities within one to three years and may be sold prior to maturity in a rising interest rate environment. If they are sold prior to maturity Bancorp my experience losses in these securities. Provision and Allowance for Loan Losses Bancorp did not provide for any loan losses during the first six months of 1995 and 1994. Bancorp had net loan recoveries of $44,000 and $46,000 during the first six months of 1995 and 1994, respectively. The effect of the net recoveries, was to increase the allowance for loan losses without making any provisions. Bancorp anticipates loan recoveries to slow in the future which may necessitate the resumption of loan loss provisions as Bancorp's loan portfolio increases. The allowance for loan losses totaled $1,711,000 (1.29 percent of loans) at June 30, 1995, compared to $1,167,000 (1.36 percent of loans) at December 31, 1994. Based upon management's continuing evaluation of inherent risks in the loan portfolio, current levels of classified assets, and economic factors, management believes the allowance is adequate to absorb potential losses in the current portfolio. Page 10 11 Other Income and Expense Other income, excluding security losses, increased $197,000 or 54 percent during second quarter and increased $274,000 or 36 percent during the first six months of 1995 when compared to the same period a year ago. An increase in gain on sales of loans and an increase in service charges on deposits were primarily responsible for both period increases. The increase in service charges on deposit accounts resulted primarily from the purchase of North Central. The losses realized on securities available for sale during 1994 were the result of the sale of Bancorp's longer term available for sale debt securities. Consistent with Bancorp's internal policies these assets were sold because of the increase in interest rates and the resulting negative impact on capital which occurs as a result of the accounting provisions of SFAS No. 115 as well as the adverse impact on net interest margin. The losses incurred on loans during 1994 were also the result of higher interest rates. Bancorp sells loans to investors in the secondary market at yields different than the originated or committed yield which results in gains and losses. During the first six months of 1994, Bancorp sold approximately $10.8 million in loans in the secondary market at a net gain of $4,000. This compares to sales of $5.5 million in loans in 1995 at a gain of $139,000. The 1994 gain was offset by a $40,000 provision for unrealized losses incurred on committed but unfunded loans. Other expenses increased $149,000 or 9 percent and increased $684,000 or 22 percent during the second quarter and first six months of 1995, respectively, compared to the same period last year. Excluding the North Central six month impact of $510,000, the increases occurred primarily in Bancorp's salaries and employee benefits, legal and professional fees, and equipment and data processing. Other expenses as a percent of average assets (annualized) was 3.9 percent in 1995 and 4.1 percent in 1994. Bancorp's efficiency ratio (operating expenses as a percent of operating income) improved to 67 percent in 1995 compared to 73 percent last year. Bancorp anticipates these ratios to continue improving as it's Leavenworth and Cashmere branch facilities, which were started de novo during the past five years, gain profitability as loan and deposit volumes increase and as efficiencies associated with the acquisition of North Central continue to be realized. FINANCIAL CONDITION Bancorp as a financial intermediary attracts deposits and invests those funds in earning assets, primarily loans and investment securities, with expectations for profit. As of June 30, 1995, Bancorp's total loans increased $10.4 million while Bancorp's total assets increased $3.8 million since December 31, 1994. Bancorp's total deposits also increased $2.0 million during the period. The increase in loans was primarily in both commercial and 1 to 4 family real estate loans and was funded with a increase in deposits and a decrease in securities. The increase in deposits was primarily in certificates of deposit partially offset by a decrease in both non-interest bearing demand and savings accounts. For more information on the change in cash and cash equivalents, see the Consolidated Statements of Cash Flows on page 5 of this report. Page 11 12 Loans and Deposits Below are summaries of outstanding loans and deposits at June 30, 1995 compared to December 31, 1994 (in thousands): 1995 1994 ---- ---- Loans - ----- Commercial $ 19,297 $ 18,255 Real Estate Construction 5,067 5,649 Commercial 28,632 25,736 1-4 Single family 41,779 38,801 Installment 20,090 18,727 Agricultural 13,736 12,750 Other 3,921 2,232 --------- --------- Total loans $ 132,522 $ 122,150 ========= ========= Deposits - -------- Non-interest bearing $ 22,217 $ 27,245 Interest bearing demand 39,197 39,626 Money market accounts and other savings accounts 47,062 50,948 Time deposits, $100,000 or more 16,595 12,155 Other time deposits 52,150 45,216 --------- -------- Total deposits $ 177,221 $ 175,190 ========= ========= Non-accrual and Past Due Loans Certain information regarding non-accrual, past due, and restructured loans is set forth in the following table (in thousands): JUNE 30, DECEMBER 31, 1995 1994 1994 ---- ---- ---- Past due 30+ days and still accruing $1,680 $1,525 $1,675 Non-accrual loans 168 217 388 Past due and non-accrual loans as a percentage of loans 1.4% 1.3% 1.7% The total of past due loans and non-accrual loans decreased $215,000 to $1,848,000 at June 30, 1995 compared to $2,063,000 at December 31, 1994. The decrease was primarily in non-accrual loans. Bancorp does not anticipate any significant losses with respect to these loans or any other assets not reported above. Stockholders' Equity and Liquidity Bancorp's stockholders' equity at June 30, 1995 was $14,725,000 compared to $13,398,000 at December 31, 1994. On a per share basis, stockholders' equity totaled $14.58 compared to $13.41 on the same dates, respectively. Bancorp's annualized return on average equity during the first six months of 1995 totaled 18.9 percent compared to 10.3 percent during the same period a year ago. The increase in stockholders' equity was the result of the retention of earnings after payment of $350,000 in cash dividends, $57,000 from the exercise of 10,400 shares related to stock options, and by a $320,000, net of tax, decrease in the unrealized loss on securities available for sale. Page 12 13 Current regulatory capital adequacy guidelines require bank holding companies and banks to maintain a minimum "leverage" ratio of core capital (which excludes unrealized gain and losses on securities available for sale) to total assets of at least 4 percent. In addition to the leverage ratio requirements, the Bancorp is subject to risked-based capital guidelines, under which risk percentages are assigned to various categories of assets and off balance sheet items to calculate a risk-adjusted capital ratio. They require, Tier I capital of 4 percent and Total capital of 8 percent. Below is a summary of the various capital ratios of Bancorp and subsidiaries at June 30, 1995 compared to December 31, 1994. North Regulatory Ratio Bancorp Central Central Minimum - ----- ------- ------- ------- --------- Leverage 6/30/95 7.41% 8.35% 8.74% 4.0% 12/31/94 7.03% 8.58% 8.06% Tier I capital 6/30/95 11.24% 12.15% 14.98% 4.0% 12/31/94 11.16% 13.02% 14.43% Total capital 6/30/95 12.49% 13.39% 16.24% 8.0% 12/31/94 12.41% 14.28% 15.69% The above ratios do not include unrealized gains and losses on securities available for sale which are excluded from the ratios by the federal regulatory agencies. Bancorp's liquidity position decreased during the first six months of 1995 as a result of increased loan demand. However, Bancorp believes its liquidity to be more than adequate to meet future funding needs. Liquidity indicators include the loan to deposit ratio, which totaled 75 percent and 70 percent on June 30, 1995 and December 31, 1994, respectively, and the amount of interest bearing deposits and investment securities maturing in one year, which totaled $19,813,000 and $21,129,000 on the same dates, respectively. Deposits in excess of $100,000 and short-term borrowing, considered by Bancorp as volatile liabilities, increased from $14,355,000 at December 31, 1994 to $19,185,000 at June 30, 1995. PART II OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) Bancorp's 1995 Annual Meeting of Shareholders was held on April 28, 1994. (b) At the Annual Meeting the following Directors were duly elected for a three-year term ending at the 1998 annual meeting; Alfred Cordell, Courtney Guderian, and William Liddell. The Directors whose terms of office expire in 1996 are Lonnie DeCamp and Gerald Cawdery. Don Wm. Telford, Gary M. Bolyard, and Larry Carlson remain in office until 1997. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) No reports on Form 8-K were filed during the quarter ended June 30, 1995. Page 13 14 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. CENTRAL BANCORPORATION (Registrant) Date July 31, 1995 By /s/ GARY M. BOLYARD ---------------------------- -------------------------- Gary M. Bolyard President and Chief Executive Officer Date July 31, 1995 By /s/ JOSEPH E. RIORDAN ---------------------------- -------------------------- Joseph E. Riordan Treasurer and Assistant Secretary (Principal Financial Officer) Page 14