1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (x) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE AT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31,1994 COMMISSION FILE NUMBER 0-10161 FIRST BANCORPORATION OF OHIO (Exact name of registrant as specified in its charter) OHIO 34-1339938 (State or other jursidiction of (IRS Employer Identification incorporation or organization) Number) 106 SOUTH MAIN STREET, AKRON, OHIO 44308 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (216) 384-8000 (TELEPHONE NUMBER) SHARES OF COMMON STOCK, AS OF MARCH 31, 1994 25,262,865 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 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 2 FIRST BANCORPORATION OF OHIO PART I - FINANCIAL STATEMENTS ITEM 1 FINANCIAL STATEMENTS - - --------------------------- The following statements included in the quarterly unaudited report to shareholders are incorporated by reference: Consolidated Balance Sheets as of March 31, 1994, December 31, 1993 and March 31, 1993 Consolidated Statements of Income for the three months ended March 31, 1994 and 1993 Consolidated Statements of Changes in Shareholders' Equity for the year ended December 31, 1993 and for the three months ended March 31, 1994 Consolidated Statements of Cash Flows for the three months ended March 31, 1994 and 1993 3 FIRST BANCORPORATION OF OHIO AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - - --------------------------------------------- (In thousands) --------------------------------------------- March 31, December 31, March 31, --------- ----------- ---------- 1994 1993 1993 - - ----------------------------------------------------------------------------------------------------------------- ASSETS Investment securities $1,200,008 1,209,676 1,135,328 Federal funds sold 76,578 58,750 66,245 Loans less unearned income 2,458,931 2,396,463 2,379,474 Less allowance for possible loan losses 31,795 31,221 29,932 ---------- ---------- ---------- Net loans 2,427,136 2,365,242 2,349,542 ---------- ---------- ---------- Total earning assets 3,703,722 3,633,668 3,551,115 Cash and due from banks 229,135 222,260 160,195 Premises and equipment, net 70,665 69,804 68,348 Accrued interest receivable and other assets 82,732 70,996 92,671 ---------- ---------- ---------- $4,086,254 3,996,728 3,872,329 ========== ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Demand-non-interest bearing $ 670,274 687,672 552,744 Demand-interest bearing 319,702 314,165 281,880 Savings 1,329,546 1,299,967 1,253,351 Certificates and other time deposits 1,155,857 1,125,409 1,232,098 ---------- ---------- ---------- Total deposits 3,475,379 3,427,213 3,320,073 Securities sold under agreements to repurchase and other borrowings 174,606 148,889 141,594 ---------- ---------- ---------- Total funds 3,649,985 3,576,102 3,461,667 Accrued taxes, expenses, and other liabilities 40,559 28,985 44,338 ---------- ---------- ---------- Total liabilities 3,690,544 3,605,087 3,506,005 Shareholders' equity: Series preferred stock, without par value: authorized and unissued 3,500,000 shares - - - Common stock, without par value: authorized 40,000,000 shares; issued 25,262,865, 25,249,166 and 12,603,536 shares, respectively 83,424 83,218 42,012 Surplus - - 40,647 Net unrealized holding gains (losses) on available for sale securities (4,262) - - Retained earnings 316,548 308,423 283,665 ---------- ---------- ---------- Total shareholders' equity 395,710 391,641 366,324 ---------- ---------- ---------- $4,086,254 3,996,728 3,872,329 ========== ========== ========== 4 FIRST BANCORPORATION OF OHIO AND SUBSIDIARIES AVERAGE CONSOLIDATED BALANCE SHEETS - - --------------------------------------------- (In thousands except ratios) Quarters --------------------------------------------------------------- 1994 1993 ---------- ------------------------------------------------- 4th 3rd 2nd 1st - - ------------------------------------------------------------------------------------------------------------------------- ASSETS Investment securities $1,201,541 1,203,833 1,175,230 1,149,905 1,161,204 Federal funds sold 9,977 100,176 79,048 89,433 55,341 Loans less unearned income 2,412,611 2,380,701 2,370,152 2,378,200 2,347,656 Less allowance for possible loan losses 31,828 31,446 30,968 30,515 29,811 ---------- --------- --------- --------- --------- Net loans 2,380,783 2,349,255 2,339,184 2,347,685 2,317,845 ---------- --------- --------- --------- --------- Total earning assets 3,662,301 3,653,264 3,593,462 3,587,023 3,534,390 Cash and due from banks 215,326 221,541 218,824 172,373 161,175 Premises and equipment, net 69,731 69,355 68,607 68,405 67,897 Accrued interest receivable and other assets 66,659 69,808 78,257 83,611 83,754 ---------- --------- --------- --------- --------- $4,014,017 4,013,968 3,959,150 3,911,412 3,847,216 ========== ========= ========= ========= ========= LIABILITIES Deposits: Demand-non-interest bearing $ 664,958 691,229 633,426 586,023 548,437 Demand-interest bearing 310,004 303,513 295,097 290,524 282,483 Savings 1,311,267 1,291,935 1,273,293 1,263,823 1,229,775 Certificates and other time deposits 1,127,723 1,148,931 1,191,274 1,216,353 1,235,326 ---------- --------- --------- --------- --------- Total deposits 3,413,952 3,435,608 3,393,090 3,356,723 3,296,021 Securities sold under agreements to repurchase and other borrowings 172,393 158,930 148,730 142,238 142,512 ---------- --------- --------- --------- --------- Total funds 3,586,345 3,594,538 3,541,820 3,498,961 3,438,533 Accrued taxes, expenses and other liabilities 32,448 32,541 39,263 42,801 45,417 ---------- --------- --------- --------- --------- Total liabilities 3,618,793 3,627,079 3,581,083 3,541,762 3,483,950 SHAREHOLDERS' EQUITY 395,224 386,889 378,067 369,650 363,266 ---------- --------- --------- --------- --------- $4,014,017 4,013,968 3,959,150 3,911,412 3,847,216 ========== ========= ========= ========= ========= RATIOS Net income as a percentage of: Average assets 1.42% 1.35% 1.42% 1.46% 1.39% Average shareholders' equity 14.44% 13.97% 14.83% 15.48% 14.71% 5 FIRST BANCORPORATION OF OHIO AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME - - --------------------------------------------- (In thousands except per share data) ------------------------------ Quarters Ended March 31, ------------------------------ 1994 1993 - - ------------------------------------------------------------------------------------------------------- Interest income: Interest and fees on loans $48,349 50,305 Interest and dividends on securities: Taxable 14,997 17,664 Exempt from Federal income taxes 1,958 1,913 Interest on Federal funds sold 651 437 ------- ------- Total interest income 65,955 70,319 ------- ------- Interest expense: Interest on deposits: Demand-interest bearing 1,696 1,771 Savings 7,673 9,108 Certificates and other time deposits 10,416 12,877 Interest on securities sold under agreements to repurchase and other borrowings 1,164 877 ------- ------- Total interest expense 20,949 24,633 ------- ------- Net interest income 45,006 45,686 Provision for possible loan losses 1,298 1,920 ------- ------- Net interest income after provision for possible loan losses 43,708 43,766 ------- ------- Other income: Trust department income 3,516 2,448 Service charges on depositors' accounts 4,994 5,194 Credit card fees 1,877 1,793 Securities gains-net (28) (51) Other operating income 4,329 3,700 ------- ------- Total other income 14,688 13,084 ------- ------- 58,396 56,850 ------- ------- Other expenses: Salaries, wages, pension and employee benefits 19,847 19,150 Net occupancy expense 3,450 2,915 Equipment expense 2,242 2,429 Other operating expense 12,781 13,188 ------- ------- Total other expenses 38,320 37,682 ------- ------- Income before Federal income taxes 20,076 19,168 Federal income taxes 6,003 5,989 ------- ------- Net income 14,073 13,179 ------- ------- Per share data based on average number of shares outstanding: Net income .56 .52 Dividends paid .24 .22 Weighted average number of shares outstanding 25,256,288 25,201,412 6 FIRST BANCORPORATION OF OHIO AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - - ---------------------------------------------------------- Year Ended December 31, 1993 and Three Months Ended March 31, 1994 (In thousands) ---------------------------------------------------------------------- Net unrealized holding gains (losses) on Total Common available for Retained Shareholders' Stock Surplus sale securities Earnings Equity ------ ------- --------------- -------- ----------- Balance at December 31, 1992 $41,993 40,371 - 275,901 358,265 Net Income - - - 55,205 55,205 Cash dividends ($.90 per share) - - - (22,683) (22,683) Stock options exercised 854 - - - 854 Elimination of par value 40,371 (40,371) - - - ------- ------ ----- ------- ------- Balance at December 31, 1993 83,218 - - 308,423 391,641 Net Income - - - 14,073 14,073 Cash dividends ($ .24 per share) - - - (5,948) (5,948) Stock options exercised 206 - - - 206 Market adjustment investment securities - - (4,262) - (4,262) ------- ------ ----- ------- ------- Balance at March 31, 1994 $83,424 - (4,262) 316,548 395,710 ------- ------ ----- ------- ------- 7 FIRST BANCORPORATION OF OHIO AND SUBSIDIARIES Consolidated Statements of Cash Flows Three Months Ended March 31, 1994 and 1993 - - --------------------------------------------- (In thousands) ------------------------- 1994 1993 ------------------------- OPERATING ACTIVITIES Net income $14,073 13,179 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 1,298 1,920 Provision for depreciation 1,672 1,588 Amortization of investment security premiums, net (557) 771 Amortization of income for lease financing (1,271) (485) Loss on sales of investment securities, net 28 51 Deferred income taxes 301 (665) Increase in interest receivable (1,839) (1,708) Decrease in interest payable (251) (314) Amortization of values ascribed to acquired intangibles 813 817 Other increases (decreases) 2,833 (1,995) -------- ------- 17,100 13,159 NET CASH PROVIDED BY OPERATING ACTIVITIES Investing Activities - - -------------------- *Proceeds from sales of investment securities held to maturity 145 5,607 Proceeds from sales of investment securities available for sale 14,901 - *Proceeds from maturities of investment securities held to maturity 97,679 102,184 Proceeds from maturities of investment securities available for sale 19,772 - *Purchases of investment securities held to maturity (56,772) (76,706) Purchases of investment securities available for sale (71,809) - Net (increase) decrease in short-term investments (17,828) 29,037 Net increase in loans (42,377) (53,436) Purchases of assets to be leased (25,910) (7,191) Principal payments received under leases 6,366 2,235 Purchases of premises and equipment (2,697) (3,666) Sales of premises and equipment 164 1,181 -------- ------- NET CASH USED BY INVESTING ACTIVITIES (78,366) (755) Financing Activities - - -------------------- Net increase (decrease) in demand, NOW and savings deposits 17,718 (62,856) Net increase (decrease) in time deposits 30,448 (1,184) Net increase in short-term borrowings 25,717 6,061 Cash dividends (5,948) (5,415) Proceeds from exercise of stock options 206 295 -------- ------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 68,141 (63,099) Increase (decrease) in cash and cash equivalents 6,875 (50,695) Cash and cash equivalents at beginning of year 222,260 210,890 -------- ------- Cash and cash equivalents at end of period $229,135 160,195 ======== ======= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: - - ------------------------------------------------- Cash paid during the year for: Interest, net of amount capitalized $13,485 15,358 Income taxes 0 2,350 ======== ======= <FN> *Note - The investment portfolio was not classified as held to maturity or available for sale until fiscal year beginning 1994. The investment securities cash flow information for fiscal year 1993 is classified as held to maturity in the above analysis. 8 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS Average Consolidated Balance Sheet, Fully-tax Equivalent Interest Rates and Interest Differential (Dollars in thousands) Quarters ended March 31, Year ended December 31, --------------------------------- ------------------------------- 1994 1993 ---------------------------------- -------------------------------- Average Average Average Average Balance Interest Rate Balance Interest Rate - - ------------------------------------------------------------------------------------------------------------------------- ASSETS Investment securities $1,201,541 17,909 5.96% 1,172,043 78,166 6.67% Federal funds sold 79,977 651 3.30% 84,077 2,596 3.09% Loans, net of unearned income 2,412,611 48,635 8.18% 2,369,361 202,203 8.53% Less allowance for possible loan losses 31,828 - 30,690 ---------- ------ --------- ------- Net loans 2,380,783 48,635 8.28% 2,338,671 202,203 8.65% Cash and due from banks 215,326 - - 214,963 - - Other assets 136,390 - - 148,479 - - ---------- ------ --------- ------- Total assets $4,014,017 66,935 - 3,958,233 282,965 - ========== ====== ========= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Demand- non-interest bearing $ 664,958 - - 639,265 - - Demand- interest bearing 310,004 1,696 2.22% 293,153 6,903 2.35% Savings 1,311,267 7,673 2.37% 1,265,424 34,440 2.72% Certificates and other time deposits 1,127,723 10,416 3.75% 1,197,040 47,983 4.01% ---------- ------ --------- ------ Total deposits 3,413,952 19,785 2.35% 3,394,882 89,326 2.63% Federal funds purchased, securities sold under agreements to repurchase and other borrowings 172,393 1,164 2.74% 148,822 3,905 2.62% Other liabilities 32,448 - 38,814 - Shareholders' equity 395,224 - 375,715 - ---------- ------ --------- ------ Total liabilities and shareholders' equity $4,014,017 20,949 - 3,958,233 93,231 - ========== ====== ========= ======= Total earning assets $3,662,301 66,935 7.41% 3,594,791 282,965 7.87% ========== ====== ========= ======= Total interest bearing liabilities $2,921,387 20,949 2.91% 2,904,439 93,231 3.21% ========== ====== ========= ======= Net yield on earning assets 46,986 5.09% 189,734 5.28% ====== ==== ======= ==== Interest rate spread 4.50% 4.66% ==== ==== Quarters ended March 31, --------------------------------- 1993 ---------------------------------- Average Average Balance Interest Rate - - --------------------------------------------------------------------------------------- ASSETS Investment securities 1,161,204 20,487 7.16% Federal funds sold 55,341 437 3.20% Loans, net of unearned income 2,347,656 50,653 8.75% Less allowance for possible loan losses 29,811 - --------- ------ Net loans 2,317,845 50,653 8.86% Cash and due from banks 161,175 - - Other assets 151,651 - - --------- ------ Total assets 3,847,216 71,577 - ========= ====== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Demand- non-interest bearing 548,437 - - Demand- interest bearing 282,483 1,771 2.54% Savings 1,229,775 9,108 3.00% Certificates and other time deposits 1,235,326 12,877 4.23% --------- ------ Total deposits 3,296,021 23,756 2.92% Federal funds purchased, securities sold under agreements to repurchase and other borrowings 142,512 877 2.50% Other liabilities 45,417 - Shareholders' equity 363,266 - --------- ------ Total liabilities and shareholders' equity 3,847,216 24,833 - ========= ====== Total earning assets 3,534,390 71,577 8.21% ========= ====== Total interest bearing liabilities 2,890,096 24,633 3.46% ========= ====== Net yield on earning assets 46,944 5.39% ====== ==== Interest rate spread 4.76% ==== <FN> *Interest income on tax-exempt securities and loans have been adjusted to a fully taxable equivalent basis. *Non-accrual loans have been included in the average balances. 9 RESULTS OF OPERATIONS First Bancorporation of Ohio's net income for the quarter ended March 31, 1994 was $14,073,000 compared to $13,179,000 for the same period one year ago. Net income for the first quarter of 1994 increased 6.8% compared to the first quarter of 1993. Return on average assets equaled 1.42% for the first quarter of 1994 compared to 1.39% for the same quarter one year ago. The first quarter of 1994 return on average equity was 14.44% compared to 14.71% in 1993. The Corporation's performance as measured by return on average equity is significantly affected by its strong capital base which provides a measure of safety to shareholders and depositors. On a per share basis, net income for the quarter ended March 31, 1994 was $.56 per share compared to $.52 per share one year ago an increase of $.04 per share. The components of change in per share income for the quarters ended March 31, 1994 and 1993 are summarized in the following table. - - ------------------------------------------------------------------------------ CHANGES IN EARNINGS PER SHARE Three Months Ended March 31, 1994/1993 - - ------------------------------------------------------------------------------ Net income for the quarter and three months ended March 31, 1993 $.52 Increases (decreases) attributable to: Net interest income- taxable equivalent (.04) Provision for possible loan loss .02 Other income .07 Other expenses (.02) Federal income taxes- taxable equivalent .01 ---- Net change in net income .04 ---- Net income for the quarter ended March 31, 1994 $.56 ==== NET INTEREST INCOME Net interest income, the Corporation's principal source of earnings, is the difference between the interest income generated by earning assets (primarily loans and investment securities) and the total interest paid on interest bearing funds (deposits and other borrowings). For the purpose of this discussion, net interest income is presented on a fully-taxable equivalent (FTE) basis, to provide a comparison among types of interest earning 10 assets. Interest on tax-free securities and tax-exempt loans has been restated as if such interest was taxed at the statutory Federal income tax rate of 35%, adjusted for the non-deductible portion of interest expense incurred to acquire the tax-free assets. Net interest income FTE for the quarter ended March 31, 1994 was $46,259,000 compared to $46,944,000 for the same period one year ago, a decrease of $685,000 or 1.0%. As summarized in the schedule below, the increase in total interest income FTE of $4,369,000 was affected by the lower market interest rates which reduced the yield on earning assets from 8.21% one year ago to 7.44% for the first quarter of 1994. Interest on loans and investment securities decreased $3,315,000 and $3,179,000 respectfully due to lower interest rates. CHANGES IN NET INTEREST DIFFERENTIAL - FULLY-TAX EQUIVALENT RATE/VOLUME ANALYSIS (Dollars in thousands) Three months ended March 31, 1994 and 1993 ----------------------------- Increase (Decrease) Interest Income/Expense ----------------------------- Yield Volume Rate Total ------ ------ ----- INTEREST INCOME Investment securities $ 592 (3,179) (2,578) Loans 1,310 (3,315) (2,005) Federal funds sold 201 13 214 ----- ----- ----- Total interest income $2,112 (6,481) (4,369) INTEREST EXPENSE Interest on deposits: Demand-interest bearing $ 151 (226) (75) Savings 477 (1,912) (1,435) Certificates and other time deposits (994) (1,467) (2,461) Federal funds purchased, securities sold under agreements to repurchase and other borrowings 202 85 287 ---- ---- ----- Total interest expense $ (164) (3,520) (3,684) ---- ----- ----- Net interest income $2,276 (2,961) (685) ===== ===== ==== As lower market interest rates reduced the yield on earning assets, it also reduced the Corporation's cost of funds. The average rate for interest bearing liabilities was 2.91% for the first quarter of 1994 compared to 3.46% for the same period one year ago. The decrease in interest expense due to lower interest rates affected all categories of interest bearing deposits as summarized in the previous schedule. As interest rates continued to decline, funds shifted from certificates of deposits to the more liquid savings and demand deposits. Total interest expense for the quarter ended March 31, 1994 was down $3,684,000 compared to the same period one year ago. 11 NET INTEREST MARGIN The net interest margin, net interest income FTE divided by average earning assets, is affected by changes in the level of earning assets, the proportion of earning assets funded by non-interest bearing liabilities, the interest rate spread, and changes in the corporate tax rates. A meaningful comparison of the net interest margin requires an adjustment for the changes in the statutory Federal income tax rate noted above. The schedule below shows the relationship of the tax equivalent adjustment and the net interest margin. NET INTEREST MARGIN (IN THOUSANDS) - - ------------------------------------------------------------------ Quarters Ended March 31, 1994 1993 ----------------------- Net interest income per financial statements $ 45,006 45,686 Tax equivalent adjustment 1,253 1,258 ---------- --------- Net interest income-FTE $ 46,259 46,944 ========== ========= Average Earning Assets $3,662,301 3,534,390 ========== ========= Net Interest Margin 5.12% 5.39% ==== ==== The Tax Reform Act of 1986 reduced the tax benefit available to banks acquiring tax exempt assets which has resulted in the reduction of the tax-equivalent adjustment since the Act's adoption. Average loans outstanding increased 2.8% to $2,412,611,000 compared to $2,347,656,000 in 1993. Average loans outstanding represent 65.9% of average earning assets compared to 66.4% in 1993. Average certificates and other time deposits have decreased from 42.7% of total interest bearing funds in the first quarter of 1993 to 38.6% in the first quarter of 1994, while average savings deposits increased from 42.6% in the first quarter of 1993 to 44.9% in the respective period in 1994. Interest bearing liabilities funded 79.8% of average earning assets for the first quarter of 1994 compared to 81.8% one year ago. Maximizing the use of non interest liabilities helps reduce the cost of funds, thus improving the net interest margin. NON INTEREST INCOME Non interest income for the quarter ended March 31, 1994 was $14,688,000 compared to $13,084,000 for the same period one year ago, an increase of 12.3%. Trust fees increased $1,068,000 in the first quarter of 1994 compared to the same period one year ago or $3,516,000 compared to $2,448,000 from one year ago. Credit card fees totaled $1,877,000, up 4.7% compared to one year ago; other income $4,329,000, up 17.0%; and service charges total $4,994,000 down 3.9%. The 12 Corporation continues to examine new sources of non-interest income as well as the current pricing of existing products and services which provide a source of revenues not sensitive to the interest rate environment. NON INTEREST EXPENSE Non-interest expense was $38,320,000 for the first quarter of 1994 compared to $37,682,000 for the same quarter of 1993, an increase of 1.7%. Salaries and benefits increased 3.6% in the quarter ended March 31, 1994 compared to the same period one year ago, or $19,847,000 compared to $19,150,000, and represented 51.8% of the first quarter total operating expenses compared to 50.8% in 1993. Management is of the opinion that all necessary adjustments have been made to the financial statements in order to fairly present the results of operations of the Corporation for the three month periods ended March 31, 1994 and 1993. 13 FINANCIAL CONDITIONS INVESTMENT SECURITIES In May 1993, the Financial Accounting Standards Board issued Statement No. 115, "Accounting for Certain Investments in Debt and Equity Securities". The statement requires debt and equity securities to be classified as held-to-maturity, available-for-sale, or trading. Securities classified as held-to-maturity are measured at amortized or historical cost, securities available-for-sale and trading at fair value. Adjustment to fair value of the securities available-for-sale, in the form of unrealized holding gains and losses, is excluded from earnings and reported as a net amount in a separate component of shareholders' equity. Adjustment to fair value of securities classified as trading is included in earnings. This statement becomes effective in 1994. To comply with SFAS #115, the Corporation placed its core investment portfolio in held to maturity and its remaining investments into available for sale. The core portfolio is held till maturity and should provide the Corporation with earnings and liquidity over a relatively wide band of interest rate movements. The available for sale portfolio represents those non-core segments of the portfolio that under certain circumstances and interest rate scenarios flexability relative to disposition is prudent. The Corporation's entire investment portfolio is considered to be of high quality and compliance with SFAS #115 should not be interpreted to signal a change in the Corporation's investment strategy of focusing on high quality investments that provide earnings, liquidity and assist in asset/liability management. The Corporation does not engage in the trading of investment securities. The book value and market value of investment securities classified as held-to-maturity are as follows: March 31, ---------------------------------------------- 1994 ---------------------------------------------- Gross Gross Book Unrealized Unrealized Market Value Gains Losses Value --------------------------------------------- U.S. Treasury securities and U.S. Government agency obligations $482,538 3,020 4,472 481,086 Obligations of state and political subdivisions 150,104 2,610 525 152,189 Mortgage-backed securities 107,659 3,157 411 110,405 Other securities 36,095 343 91 36,347 ------- ----- ----- ------- $776,396 9,130 5,499 780,027 =================================================================================== Book Market Value Value ----------------------------------------------------------------------------------- Due in one year or less $179,231 180,753 Due after one year through five years 377,305 378,274 Due after five years through ten years 80,228 80,714 Due after ten years 139,632 140,286 ------- ------- $776,396 780,027 ==================================================================================== The book value and market value of investment securities classified as available-for-sale are as follows: March 31, ---------------------------------------------- 1994 ---------------------------------------------- Gross Gross Book Unrealized Unrealized Market Value Gains Losses Value --------------------------------------------- U.S. Treasury securities and U.S. Government agency obligations $322,095 863 6,508 316,450 Obligations of state and political subdivisions - - - - Mortgage-backed securities 78,664 571 979 78,256 Other securities 29,130 19 243 28,906 ------- ----- ----- ------- $429,889 1,453 7,730 423,612 =================================================================================== Book Market Value Value ----------------------------------------------------------------------------------- Due in one year or less $ 5,050 5,043 Due after one year through five years 95,329 94,142 Due after five years through ten years 7,850 7,878 Due after ten years 321,660 316,547 ------- ------- $429,889 423,612 ==================================================================================== 14 The book value and market value of investment securities including mortgage-backed securities and derivatives at March 31, 1994, by contractual maturity, are shown above. Expected maturities will differ from contractual maturities based on the issuers' right to call or prepay obligations with or without call or prepayment penalties. The carrying value of investment securities pledged to secure trust and public deposits and for purposes required or permitted by law amounted to approximately $619,223,000 at March 31, 1994, $602,694,000 at December 31, 1993 and $555,708,000 at March 31, 1993. As noted in prior periods, securities with remaining maturities over five years reflected in the foregoing schedule consist largely of mortgage and asset backed securities. This is part of a strategy to maximize future earnings. While the contractual maturities of these mortgages and asset backed securities are beyond five years, these instruments provide periodic principal payments and include securities with adjustable interest rates, reducing the interest rate risk associated with longer term investments. LOANS Total loans outstanding at March 31, 1994 amounted to $2,458,931,000 compared to $2,396,463,000 at December 31, 1993 and $2,379,474,000 at March 31, 1993. Loan demand was somewhat stronger during the first quarter as uncertainty about the economy and interest rates continued. Loans showed an increase since year end 1993 of $62,468,000 for an annualized growth rate of approximately 10%. The loan to deposit ratio at March 31, 1994 equaled 70.8% compared to 69.9% and 71.7% at December 31, 1993 and March 31, 1993, respectively. 15 ASSET QUALITY Total non performing assets (non-accrual and restructured and other real estate owned) amounted to $18,159,000 at March 31, 1994 or .74% of total loans outstanding. At December 31, 1993 non performing assets equaled .74% of total loans or $17,701,000 compared to 1.28% or $30,462,000 at March 31, 1993. (In thousands) ---------------------------------- March December March 31, 31, 31, 1994 1993 1993 ---------------------------------------------------------------------- Non-accrual loans $12,406 9,495 15,862 Restructured loans 1,905 3,926 2,359 Other real estate owned 3,848 4,280 12,241 ------ ------ ------ $18,159 17,701 30,462 ====== ====== ====== Past due loans (90 days or more) $ 1,703 2,830 6,723 ====== ====== ====== Total non-performing assets as a percent of total loans .74% .74% 1.28% ==== ==== ==== As of this report, there were no loans outstanding which in total could be considered a concentration of lending in any particular industry or group of industries. Most of the Corporation's business activity is with customers located within the state of Ohio. ALLOWANCE FOR LOAN LOSSES The allowance for possible loan losses at March 31, 1994 amounted to $31,795,000 or 1.29% of total loans outstanding compared to $31,221,000 or 1.30% at December 31, 1993 and $29,932,000 at March 31, 1993 or 1.26%. (In thousands) ---------------------------------- March December March 31, 31, 31, 1994 1993 1993 - - ---------------------------------------------------------------------------- Balance at beginning of year $31,221 29,193 29,193 Provision charged to operating expenses 1,298 6,594 1,920 Loans charged off 1,664 8,565 1,916 Recoveries on loans previously charged off 940 3,999 735 ------ ------ ------ $31,795 31,221 29,932 ====== ====== ====== Net charge offs as a percent of average loans .12% .19% .20% Allowance for possible loan losses: As a percent of loans outstanding at end of period 1.29% 1.30% 1.26% As a multiple of net charge offs 10.83X 6.84X 6.25X The Credit Risk Management Division of the Corporation is responsible for determining the adequacy of the allowance for possible loan losses through internal review, analysis of delinquency trends and ratios, changes in the composition and level of various loan categories, historical loss experience, and current economic conditions. 16 DEPOSITS The following schedule illustrates the change in composition of the average balances of deposits and average rates paid for the noted periods. (Dollars in Thousands) Three Months Ended and Year Ended ------------------------------------------------------------------------- March 31, December 31, March 31, 1994 1993 1993 -------------------------- ----------------------- -------------------- Average Average Average Average Average Average Balance Rate Balance Rate Balance Rate - - ----------------------------------------------------------------------------------------------------- Demand deposits - non-interest bearing $ 664,958 - 639,265 - 548,437 - Demand deposits - interest bearing 310,004 2.22% 293,153 2.35% 282,483 2.54% Savings deposits 1,311,267 2.37 1,265,424 2.72 1,229,775 3.00 Certificates and other time deposits 1,127,723 3.75 1,197,040 4.01 1,235,326 4.23 --------- --------- --------- $3,413,952 2.35 3,394,882 2.63 3,296,021 2.92 ========== ========= ========= The following table summarizes the certificates and other time deposits in amounts of $100,000 or more as of March 31, 1994 by time remaining until maturity. Amount ------------------------------------------------ Maturing in: Under 3 months $101,922 3 to 12 months 26,922 Over 12 months 22,166 ------ $151,010 ======== 17 CAPITAL RESOURCES Shareholders' equity at March 31, 1994 totaled $395,710,000 compared to $391,641,000 at December 31, 1993 and $366,324,000 at March 31, 1993. The following table reflects the various measures of capital: - - ---------------------------------------------------------------------------------------------------------------------------- As Of As Of As Of March 31, 1994 December 30, 1993 March 31, 1993 - - ----------------------------------------------------------------------------------------------------------------------------- In millions Total equity $395,710 9.68% 391,641 9.80% 366,324 9.46% Common equity 395,710 9.68% 391,641 9.80% 366,324 9.46% Tangible common equity (a) 377,612 9.28% 372,709 9.37% 344,889 8.96% Tier 1 capital (b) 385,871 15.25% 381,356 15.22% 354,636 13.95% Total risk-based capital (c) 417,666 16.51% 412,577 16.46% 384,568 15.13% Leverage (d) 385,871 9.64% 381,356 9.53% 354,636 9.25% <FN> (a) Common equity less all intangibles; computed as a ratio to total assets less intangible assets. (b) Shareholders equity less goodwill; computed as a ratio to risk-adjusted assets, as defined in the 1992 risk-based capital guidelines. (c) Tier 1 capital plus qualifying loan loss allowance, computed as a ratio to risk-adjusted assets, as defined in the 1992 risk-based capital guidelines. (d) Tier 1 capital; computed as a ratio to the latest quarters average assets less goodwill. The risk-based capital guidelines issued by the Federal Reserve Bank in 1988 require banks to maintain capital equal to 8% of risk-adjusted assets effective December 31, 1993. At March 31, 1994 the Corporation's risk-based capital equaled 16.51% of risk-adjusted assets, far exceeding the minimum guidelines. The cash dividend of $.235 paid in the first quarter has an indicated annual rate of $.94 per share. 18 ITEM 5. OTHER INFORMATION On September 28, 1993 the Corporation entered into a definitive agreement for the acquisition of Great Northern Financial Corporation of Barberton, Ohio. This acquisition was completed on April 22, 1994. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K No form 8-K was filed during period for which this report was filed. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FIRST BANCORPORATION OF OHIO (Registrant) By: Gary J. Elek -------------------------- Signature GARY J. ELEK Senior Vice President/Treasurer Authorized to sign for the Corporation By: Gary J. Elek ----------------------------- Signature GARY J. ELEK Senior Vice President/Treasurer Principal Financial Officer and Principal Accounting Officer Date: May 11, 1994