SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 For Quarter Ended June 30, 1995 Commission File No. 0-4515 FIRSTIER FINANCIAL, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Nebraska 47-0523055 ---------------------------- ------------------------------------ (state or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1700 Farnam Street Omaha, Nebraska 68102-2183 ---------------------------------------------------- (address of principal executive offices) 402-348-6000 ------------------ (Telephone Number) 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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. YES X NO ----- ----- Number of common shares outstanding as of August 7, 1995: Common Stock, $5.00 par value: 18,492,646 shares outstanding. FIRSTIER FINANCIAL, INC. INDEX PART I. FINANCIAL INFORMATION Page No. -------- Item 1. Financial Statements Consolidated Condensed Balance Sheets - June 30, 1995 and December 31, 1994............... 1 Consolidated Statements of Income - Three and six months ended June 30, 1995 and 1994............... * Consolidated Statements of Retained Earnings - Six months ended June 30, 1995 and 1994............... * Consolidated Statements of Cash Flows - Six months ended June 30, 1995 and 1994............... 2 Notes to Consolidated Financial Statements........... 3-5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 6-10 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K............ 11 Signatures........................................... 11 * Incorporated in this quarterly report by reference to FirsTier Financial, Inc.'s June 30, 1995 Quarterly Report to Stockholders (pages 4 and 6) which is attached as an Exhibit to this quarterly report. FIRSTIER FINANCIAL, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands) (unaudited) June 30, December 31, 1995 1994 ---------- ------------ ASSETS Cash and due from banks........................................................................ $237,065 251,756 Federal funds sold & securities purchased under resale agreements.............................. 82,465 119,845 Securities available for sale (amortized cost $227,979 in 1995 and $250,811 in 1994)........... 232,604 245,267 Investment securities (market value $753,562 in 1995 and $660,068 in 1994)..................... 745,451 692,457 Loans and leases............................................................................... 2,197,878 2,149,268 Less allowance for loan & lease losses........................................................ 53,002 53,250 ---------- ---------- Loans and leases, net...................................................................... 2,144,876 2,096,018 ---------- ---------- Premises and equipment, net................................................................... 50,321 49,381 Accrued interest receivable................................................................... 31,532 29,700 Other assets.................................................................................. 56,113 55,563 ---------- ---------- Total assets............................................................................... $3,580,427 3,539,987 ---------- ---------- ---------- ---------- LIABILITIES Demand, non-interest bearing.................................................................. $473,288 560,025 Savings and interest checking................................................................. 866,925 874,647 Time.......................................................................................... 1,465,776 1,380,154 ---------- ---------- Total deposits............................................................................. 2,805,989 2,814,826 Short-term borrowings......................................................................... 186,346 170,090 Federal Home Loan Bank borrowings............................................................. 156,500 150,000 Other liabilities............................................................................. 54,559 50,646 Long-term debt................................................................................ 11,915 12,193 ---------- ---------- Total liabilities.......................................................................... 3,215,309 3,197,755 ---------- ---------- STOCKHOLDERS' EQUITY Preferred stock-$30 par value; authorized 2,000,000 shares.................................... - - Common stock-$5 par value; authorized 40,000,000 shares; issued and outstanding: 18,822,202 shares in 1995 and 18,814,695 shares in 1994..................................... 94,111 94,073 Surplus....................................................................................... 5,876 10,338 Retained earnings............................................................................. 273,162 255,861 Net unrealized securities gains (losses)...................................................... 2,837 -3,583 ---------- ---------- 375,986 356,689 ---------- ---------- Less treasury stock, at cost 329,556 shares in 1995 and 455,050 shares in 1994................ 10,868 14,457 ---------- ---------- Total stockholders' equity................................................................. 365,118 342,232 ---------- ---------- Total liabilities & stockholders' equity................................................... $3,580,427 3,539,987 ---------- ---------- ---------- ---------- See accompanying notes to consolidated financial statements. - 1 - FIRSTIER FINANCIAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994 ($ in thousands) (Unaudited) 1995 1994 -------- ------- Net cash provided by operating activities Income from operations....................................... $27,636 27,572 Adjustments to reconcile net income to net cash provided by operations Provision for loan and lease losses........................ 538 -1,590 Depreciation and amortization.............................. 4,017 4,820 Net increase in interest receivable........................ -1,484 -1,617 Proceeds from sales of loans............................... 20,743 33,266 Net (increase) decrease in other assets.................... -1,480 2,355 Net increase in other liabilities.......................... 3,829 146 Net gain on sale of securities available for sale.......... -10 -212 Other, net................................................. -83 -10 -------- ------- Net cash provided by operations........................ 53,706 64,730 Cash flows from investing activities Net cash received on acquisition........................... 1,530 - Proceeds from sales of securities available for sale....... 13,382 21,049 Proceeds from maturities of investment securities.......... 23,379 108,003 Proceeds from maturities of securities available for sale.. 52,597 19,938 Purchases of investment securities......................... -47,559 -68,215 Purchases of securities available for sale................. -59,996 -65,209 Net increase in loans and leases........................... -46,902 -112,218 Proceeds from sale of premises and equipment............... 425 50 Purchases of premises and equipment........................ -3,591 -2,895 Purchases of mortgage servicing rights..................... -673 -188 Other, net................................................. 108 -1,030 -------- ------- Net cash used by investing activities.................. -67,300 -100,715 Cash flows from financing activities Net increase in time deposits.............................. 56,877 25,257 Net decrease in demand deposits and savings accounts....... -102,577 -92,769 Net increase in short-term borrowings...................... 15,565 59,820 Net increase in Federal Home Loan Bank borrowings.......... 6,500 100,710 Principal payments on long-term debt....................... -278 -254 Payment of cash dividends.................................. -10,330 -8,960 Repurchases of common stock................................ -4,684 -5,094 Proceeds from exercises of stock options................... 843 68 Other, net................................................. -393 - -------- ------- Net cash provided (used) by financing activities....... -38,477 78,778 Net increase (decrease) in cash and cash equivalents............. -52,071 42,793 Cash and cash equivalents at beginning of period................. 371,601 331,848 -------- ------- Cash and cash equivalents at end of period....................... $319,530 374,641 -------- ------- -------- ------- See accompanying notes to consolidated financial statements. - 2 - FIRSTIER FINANCIAL, INC. PART I. FINANCIAL INFORMATION ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying unaudited condensed 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 and Rule 10-01 of Regulation S-X. 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, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. 2. Operating results for the three and six month periods ended June 30, 1995, are not necessarily indicative of the results that may be expected for the year ended December 31, 1995. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1994. 3. Income per share computations are based on average shares of common stock outstanding, including common stock equivalents, which total 18,706,715 and 18,991,224, respectively, for the three months ended June 30, 1995 and 1994, and 18,667,172 and 19,025,494 for the six months ended June 30, 1995 and 1994. 4. See notes to consolidated financial statements included on page 6 of FirsTier Financial, Inc.'s June 30, 1995 Quarterly Report to Stockholders which is attached as an Exhibit to this quarterly report. 5. For purposes of the Statement of Cash Flows, FirsTier defines "Cash and due from banks" and "Federal funds sold and securities purchased under resale agreements" as its cash and cash equivalents. FirsTier paid $59.12 million and $45.45 million in interest on deposits and other borrowings, and $10.12 million and $10.89 million for income taxes for the six months ended June 30, 1995 and 1994, respectively. - 3 - FIRSTIER FINANCIAL, INC. PART I. FINANCIAL INFORMATION ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 6. Effective January 1, 1995, FirsTier adopted SFAS Number 114, "Accounting by Creditors for Impairment of a Loan" and SFAS Number 118, "Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures." These Statements, effective for fiscal years beginning after December 15, 1994, address the accounting for a loan when it is probable that all principal and interest amounts due will not be collected in accordance with its contractual terms. FirsTier generally identifies nonaccrual loans as "impaired loans." Certain loans, such as loans carried at the lower of cost or market or smaller balance homogeneous loans (e.g., credit card, installment loans) are exempt from SFAS Number 114 and 118 provisions. FirsTier continually identifies impaired loans and measures quarterly the extent to which such loans are impaired. Loans having a significant recorded investment are measured on an individual basis while loans not having a significant recorded investment are grouped and measured on a pool basis. Generally, FirsTier's "impaired loans" are measured based on the loans' observable market price, the fair value of the collateral (if the loan is collateral dependent) less estimated costs to sell, or the present value of expected future cash flows discounted at the loans' effective interest rate, if the cash flows can be reasonably projected. As of June 30, 1995, the recorded investment in loans considered impaired under SFAS Number 114 was $7.8 million, with a related allowance for credit losses of $2.1 million. FirsTier retained its prior method of recognizing interest and applying cash payments received with respect to impaired loans. The average recorded investment in impaired loans for the quarter ended June 30, 1995, was approximately $8.6 million. During the first six moths of 1995, FirsTier recognized interest income of $56,000 associated with impaired loans. - 4 - FIRSTIER FINANCIAL, INC. PART I. FINANCIAL INFORMATION ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 7. On August 7, 1995, FirsTier and First Bank System announced First Bank System's intention to acquire FirsTier. Under terms of the agreement, FirsTier shareholders will receive .8829 shares of First Bank System stock for each FirsTier share held. Pending regulatory and shareholder approval, the transaction is expected to be consummated in the first quarter of 1996. - 5 - FIRSTIER FINANCIAL, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following is management's discussion and analysis of certain significant factors which have affected the Registrant's financial condition and results of operations during the periods included in the consolidated financial statements presented with this filing. RESULTS OF OPERATIONS Net income for the second quarter of 1995 was $14,269,000 or $.76 per share, compared to net income of $13,867,000 or $.73 per share for the same period in 1994. Net income for the six months ended June 30, 1995 was $27,636,000 or $1.48 per share, compared to net income of $27,572,000 or $1.45 per share for the same period in 1994. The annualized return on average assets for the three months ended June 30 was 1.58% in 1995 compared to 1.61% in 1994. The annualized return on average equity for the three months ended June 30 was 15.96% in 1995 compared to 16.51% in 1994. The schedule on page 7, Average Balances/Yields and Rates, shows that FirsTier's net interest income, on a fully taxable equivalent basis for the second quarter of 1995, was $36,663,000, a .2% decrease from the $36,737,000 recorded for the same period in 1994. The net interest margin of 4.43% in the second quarter of 1995 was down from the 4.68% net interest margin recorded in the second quarter of 1994. These decreases were mainly attributable to a compressed net interest rate spread but were partially offset by increased net earning assets which were up 5.4% from the second quarter of 1994. Included in net interest income is $517,200 of expense from interest rate swaps which decreased the net interest margin for the quarter by seven basis points. Income from interest rate swaps for the quarter ended June 30, 1994 was $184,600 which added two basis points to that quarter's net interest margin. A provision of $269,000 was recorded in the second quarter of 1995 compared to a provision of $177,000 for the same period in 1994. The provision recorded was based on FirsTier's ongoing analysis of the adequacy of the allowance for loan and lease losses. The allowance for loan and lease losses as a percent of loans and leases as of June 30, 1995, was 2.41% compared to 2.59% as of June 30, 1994. Net charge-offs of loan and lease losses for the second quarter were $546,000 compared to net recoveries of $9,000 for the same period in 1994. - 6 - FIRSTIER FINANCIAL, INC. AVERAGE BALANCES/YIELDS AND RATES (Dollars in Thousands) (Unaudited) THREE MONTHS ENDED THREE MONTHS ENDED JUNE 30, 1995 JUNE 30, 1994 INTEREST AVERAGE INTEREST AVERAGE AVERAGE INCOME/ YIELDS/ AVERAGE INCOME/ YIELDS/ BALANCES EXPENSE RATES BALANCES EXPENSE RATES ASSETS Securities................................ $995,900 18,206 7.33% $1,053,799 19,039 7.25% Federal funds sold and securities purchased under resale agreements....... 117,417 1,786 6.10% 105,520 1,059 4.03% Loans and leases, gross................... 2,203,456 49,117 8.94% 1,987,466 39,941 8.06% --------- ------- --------- ------- Total earning assets.................... 3,316,773 69,109 8.36% 3,146,785 60,039 7.65% Other nonearning assets................... 315,797 - - 308,692 - - --------- ------- --------- ------- Total assets.......................... $3,632,570 69,109 - $3,455,477 60,039 - ========== ------- ========== ------- LIABILITIES & STOCKHOLDERS' EQUITY Interest-bearing deposits Savings and interest checking........... $866,637 5,423 2.51% $913,833 4,802 2.11% Time deposits........................... 1,459,871 21,283 5.85% 1,320,834 15,125 4.59% --------- ------- --------- ------- Total interest-bearing deposits....... 2,326,508 26,706 4.60% 2,234,667 19,927 3.58% Short-term borrowings..................... 218,108 2,992 5.50% 208,916 1,849 3.55% Federal Home Loan Bank borrowings......... 157,360 2,454 6.26% 115,966 1,220 4.22% Long-term debt............................ 2,099 57 10.81% 2,366 63 10.61% Capitalized leases........................ 9,897 237 9.60% 10,160 243 9.59% --------- ------- --------- ------- Total interest-bearing funds............ 2,713,972 32,446 4.80% 2,572,075 23,302 3.63% Demand deposits........................... 507,173 - - 501,272 - - Other noninterest-bearing funds........... 52,799 - - 45,311 - - Stockholders' equity...................... 358,626 - - 336,819 - - --------- ------- --------- ------- Total liabilities and equity.......... $3,632,570 32,446 - $3,455,477 23,302 - Net interest margin on a tax ========== ------- ========== ------- equivalent basis.................... $36,663 4.43% $36,737 4.68% ======= ===== ======= ===== SIX MONTHS ENDED SIX MONTHS ENDED JUNE 30, 1995 JUNE 30, 1994 INTEREST AVERAGE INTEREST AVERAGE AVERAGE INCOME/ YIELDS/ AVERAGE INCOME/ YIELDS/ BALANCES EXPENSE RATES BALANCES EXPENSE RATES ASSETS Securities................................ $978,192 36,029 7.43% $1,054,073 37,932 7.26% Federal funds sold and securities purchased under resale agreements....... 118,798 3,544 6.02% 85,321 1,566 3.70% Loans and leases, gross................... 2,171,070 95,115 8.83% 1,962,471 78,176 8.03% --------- ------- --------- ------- Total earning assets.................... 3,268,060 134,688 8.31% 3,101,865 117,674 7.66% Other nonearning assets................... 308,343 - - 308,681 - - --------- ------- --------- ------- Total assets.......................... $3,576,403 134,688 - $3,410,546 117,674 - ========== ------- ========== ------- LIABILITIES & STOCKHOLDERS' EQUITY Interest-bearing deposits Savings and interest checking........... $860,404 10,431 2.44% $922,864 9,537 2.08% Time deposits........................... 1,430,354 40,381 5.69% 1,288,256 29,217 4.57% --------- ------- --------- ------- Total interest-bearing deposits....... 2,290,758 50,812 4.47% 2,211,120 38,754 3.53% Short-term borrowings..................... 220,452 5,905 5.40% 211,790 3,356 3.20% Federal Home Loan Bank borrowings......... 152,305 4,721 6.25% 88,874 1,834 4.16% Long-term debt............................ 2,134 116 10.96% 2,402 128 10.75% Capitalized leases........................ 9,932 474 9.61% 10,191 486 9.62% --------- ------- --------- ------- Total interest-bearing funds............ 2,675,581 62,028 4.68% 2,524,377 44,558 3.56% Demand deposits........................... 497,913 - - 504,684 - - Other noninterest-bearing funds........... 50,521 - - 45,907 - - Stockholders' equity...................... 352,388 - - 335,578 - - --------- ------- --------- ------- Total liabilities and equity.......... $3,576,403 62,028 - $3,410,546 44,558 - Net interest margin on a tax ========== ------- ========== ------- equivalent basis.................... $72,660 4.48% $73,116 4.75% ======= ===== ======= ===== Note: Income and rates are stated on a tax-equivalent basis assuming a marginal tax rate of 35%. 7 FIRSTIER FINANCIAL, INC. Under-performing assets as a percent of total loans, leases, other real estate owned and repossessed assets was .49% at June 30, 1995 compared to .74% at June 30, 1994. Non-accrual loans as of June 30, 1995 totalled $7,847,000, down 21.6% from the second quarter of 1994. Total under-performing assets at June 30, 1995 total $10,817,000, which represents a $2,071,000 or 16.1% decrease from March 31, 1995 and a $4,195,000 or 27.9% decrease from June 30, 1994. Additional information regarding the balance of non-accrual loans at June 30, 1995, and related interest payment information is provided on page 9. Total non-interest income for the second quarter of 1995 was $14,360,000 which is up $1,093,000, or 8.2% from the same period in 1994. The increase in non-interest income from the previous year is mainly attributable to Service Charges on Deposits Accounts which increased $560,000 or 14.6%, and to Trust Services income which increased $203,000 or 5.1%. Total non-interest expense of $28,785,000 for the quarter is up $478,000, or 1.7%, from the same period in 1994. Salaries and Benefits expense of $13,958,000 for the quarter are up $332,000 or 2.4%. Credit card processing expense was up $133,000 or 10.0% in the second quarter of 1995, primarily due to increases in merchant volume. As of June 30, 1995, FirsTier employed a staff of 1,771 FTE which is up 250 FTE, or 16.4%, from the June 30, 1994 employment level. This increase is primarily due to the acquisition of Cornerstone Bank Group in Iowa on January 3, 1995. Material Changes in Financial Condition All companies included in the consolidated financial statements are "financial" companies. Accordingly, average balances of assets and liabilities are more representative of financial condition than balances as of period-end. The schedule of Average Balances/Yields and Rates on page 7 shows average balances of earning assets and interest bearing liabilities for the periods being reported. Because these average balances are an integral part of the financial statements, all comments as to significant volume changes refer to average balances unless otherwise indicated. Total assets of $3.63 billion for the second quarter of 1995 were up 5.1% from the same period in 1994. Loans have increased $216.0 million, or 10.9%. Average securities of $995.9 million, which included securities available for sale as of June 30, 1995 of $232.6 million, decreased $57.9 million or 5.5% from 1994. -8- FIRSTIER FINANCIAL, INC. NONACCRUAL LOAN SUMMARY June 30, 1995 Generally, the accrual of income is discontinued when the full collection of principal or interest is in doubt, or when the payment of principal or interest has become contractually 90 days past due unless the obligation is both well secured and in the process of collection. Nonaccrual loans and and the application of cash interest payments on those loans as of June 30, 1995 are as follows ($ in thousands): Cash interest payments applied as Contractual --------------------------------- Book balance balance at Recovery of Reduction at June 30, June 30, Interest partial prior of 1995 1995 income charge-offs principal ------------ ----------- ---------- ------------- ---------- Contractually past due with: o substantial performance 172 198 0 0 3 o limited performance 1,077 1,532 1 0 122 o no performance 834 955 0 0 11 Contractually current, however,: o payment in full of principal or interest in doubt 4,797 10,524 53 0 343 o other 967 1,319 2 0 87 ------------ ----------- ---------- ------------- ---------- Total $7,847 $14,528 $56 $0 $566 ------------ ----------- ---------- ------------- ---------- ------------ ----------- ---------- ------------- ---------- -9- FIRSTIER FINANCIAL, INC. Total deposits for the second quarter averaged $2.83 billion which was up $97.7 million, or 3.6%, from the same period in 1994. Time deposits have increased $139.0 million or 10.5% from the second quarter of 1994 and demand deposits have increased $5.9 million or 1.2% while savings and interest checking deposits have decreased $47.2 million or 5.2%. Net funds purchased of $100.7 million (the difference between "short-term borrowings" and "federal funds sold and securities purchased under resale agreements") decreased $2.7 million from the average net purchased position in the second quarter of 1994. Long-term debt as of June 30, 1995 of $12.0 million, consisting of a mortgage loan by the Lincoln Bank and capitalized leases of the Omaha Bank, decreased $526,000 from June 30, 1994. The Parent Company had no borrowings as of June 30, 1995. Liquidity and Capital Resources The maintenance of an adequate level of liquidity is necessary to ensure that sufficient funds are available to meet customers' loan demand and deposit withdrawals. Sources of liquidity consist of maturities of securities recorded at amortized cost, liquidation of securities held for sale, maturing loans, federal funds sold and borrowings from the Federal Home Loan Bank. Management also considers customer-related core deposits and funds borrowed to be stable and reliable sources of funding. Liquidity is also important for the Parent Company. The Parent Company's primary source of liquidity is dividends and management fees from subsidiary banks. The Parent Company's primary liquidity requirements are the payment of dividends and expenses associated with management and consolidated services provided to subsidiaries. Management believes the Parent Company has adequate liquidity to meet its funding needs. At June 30, 1995 stockholders' equity was $365.1 million compared to $338.5 million at June 30, 1994, an increase of $26.6 million or 7.8%. The Tier 1 Leverage ratios (tangible equity capital divided by adjusted average assets) as of June 30, 1995 and June 30, 1994 were 9.65% and 9.50%, respectively. FirsTier's risk based capital ratios as of June 30, 1995 were 14.27% for Tier I Capital and 15.53% for Total Capital. -10- FIRSTIER FINANCIAL, INC. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits - (10) Material Contracts (e)(iii) Amendment dated March 20, 1995 to Executive Employment Agreement with David A. Rismiller (h)(iii) Amendment dated March 20, 1995 to Executive Employment Agreement with Jack R. McDonnell (k)(i) Amendment dated August 6, 1995 to Rights Agreement (l) Change of Control Bonus Pool Plan dated May 23, 1995 (20) Quarterly Report to Stockholders for the period ended June 30, 1995 - Part I Exhibit. (b) Reports on Form 8-K None. SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized. FIRSTIER FINANCIAL, INC. Date: August 10, 1995 By: /s/ Jack R. McDonnell ----------------------------- Jack R. McDonnell Executive Vice President and Chief Operating Officer Date: August 10, 1995 By: /s/ Aaron C. Hilkemann ----------------------------- Aaron C. Hilkemann Director of Financial Operations -11-