1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended March 31, 1996 Commission file number: 0-13166
CoBancorp Inc.
(Exact name of registrant as specified in its charter)
Ohio 34-1465382
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
124 Middle Avenue, Elyria, Ohio 44035
(Address of principal executive offices) (Zip Code)
(216) 329-8000
Registrant's telephone number, including area code
Not applicable
Former name, former address and former fiscal year,
if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter periods that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
As of March 31, 1996, there were 3,447,160 outstanding common shares, with no
par value, of the Registrant.
2
INDEX
COBANCORP INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page
Consolidated balance sheets -- March 31, 1996 and December 31, 1995 3
Consolidated statements of income -- Three months ended March 31, 1996 4
and 1995
Consolidated statements of cash flows -- Three months ended March 31,
1996 and 1995 5
Notes to consolidated financial statements -- March 31, 1996 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
PART II. OTHER INFORMATION 12
SIGNATURES 13
EXHIBITS N/A
3
COBANCORP INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MARCH DECEMBER 31
1996 1995
------------- -------------
ASSETS
Cash and due from banks $ 29,581,179 $ 26,611,296
Investment securities available-for-sale 190,637,009 129,466,384
Investment securities held-to-maturity 29,753,145 29,948,383
Federal funds sold 15,900,000 2,900,000
Loans 327,105,125 320,508,725
Less allowance for loan losses 6,050,295 5,849,689
------------- -------------
Net loans 321,054,830 314,659,036
Bank premises and equipment, net 13,787,782 11,640,337
Accrued income and prepaid expenses 5,190,116 4,228,757
Other assets 16,288,414 10,076,157
------------- -------------
TOTAL ASSETS $ 622,192,475 $ 529,530,350
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Demand-noninterest bearing $ 83,477,332 $ 70,008,577
Demand-interest bearing 65,101,798 53,962,361
Savings and other time 397,870,093 328,163,756
------------- -------------
Total deposits 546,449,223 452,134,694
Short-term funds 21,369,251 22,453,980
Other liabilities 4,089,535 3,839,195
Employee stock ownership plan obligation 430,260 430,260
------------- -------------
TOTAL LIABILITIES 572,338,269 478,858,129
Shareholders' equity
Capital stock, no par value
5,000,000 shares authorized
3,447,160 shares issued and outstanding
at March 31, 1996 and December 31, 1995 5,896,098 5,896,098
Capital surplus 18,553,553 18,553,553
Retained earnings 26,105,272 25,337,492
Unrealized gain (loss) on available-for-sale
investment securities (net of income tax) (270,457) 1,315,338
Employee stock ownership plan obligation (430,260) (430,260)
------------- -------------
TOTAL SHAREHOLDERS' EQUITY 49,854,206 50,672,221
------------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 622,192,475 $ 529,530,350
============= =============
See accompanying notes to consolidated financial statements.
4
COBANCORP INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
MARCH 31, 1996
THREE MONTHS ENDED
MARCH 31
1996 1995
----------- -----------
INTEREST INCOME
Loans (including fees)
Taxable $ 7,292,596 $ 7,360,990
Tax-exempt 44,033 48,048
Investment securities
Taxable 1,682,238 1,377,000
Tax-exempt 1,030,452 972,887
Federal funds sold 188,447 1,629
----------- -----------
TOTAL INTEREST INCOME 10,237,766 9,760,554
INTEREST EXPENSE
Deposits 3,959,373 3,351,152
Short-term borrowed funds 165,619 247,586
----------- -----------
TOTAL INTEREST EXPENSE 4,124,992 3,598,738
----------- -----------
NET INTEREST INCOME 6,112,774 6,161,816
PROVISION FOR LOAN LOSSES 60,000 60,000
----------- -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 6,052,774 6,101,816
OTHER INCOME
Service charges on deposit accounts 634,339 459,616
Trust fees 351,000 339,999
Other 227,715 208,443
Securities gains 295,029 (4,118)
----------- -----------
TOTAL OTHER INCOME 1,508,083 1,003,940
OTHER EXPENSES
Salaries, wages and benefits 2,642,161 2,329,349
Occupancy--net 429,031 386,943
Furniture and equipment 234,000 172,500
Taxes, other than income and payroll 180,911 149,588
FDIC insurance 20,742 250,185
Other 2,530,524 2,046,834
----------- -----------
TOTAL OTHER EXPENSES 6,037,369 5,335,399
----------- -----------
INCOME BEFORE INCOME TAXES 1,523,488 1,770,357
INCOME TAX EXPENSE 238,000 310,000
----------- -----------
NET INCOME $ 1,285,488 $ 1,460,357
=========== ===========
NET INCOME PER SHARE $ 0.37 $ 0.43
DIVIDENDS PER SHARE $ 0.1500 $ 0.1359
See notes to consolidated financial statements.
5
COBANCORP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31
1996 1995
------------ ------------
OPERATING ACTIVITIES
Net income $ 1,285,488 $ 1,460,357
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 60,000 60,000
Provision for depreciation and amortization 477,466 352,652
Accretion of discounts on purchased loans (14,469) (31,365)
Amortization of premiums less accretion of
discounts on held-to-maturity investment securities 40,238 (1,405)
Amortization of premiums less accretion of
discounts on available-for-sale investment securities (60,967) (90,543)
Realized securities (gains) losses on available-for-sale securities (295,029) 4,118
(Increase) in interest receivable (544,253) (419,793)
Increase (decrease) in interest payable 608,729 (59,723)
(Increase) in other assets (6,626,810) (580,770)
Increase in other liabilities 319,206 590,079
------------ ------------
NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES (4,750,401) 1,283,607
INVESTING AND LENDING ACTIVITIES
Proceeds from sales of available-for-sale
investment securities 19,869,045 804,000
Maturities of available-for-sale investment securities 855,420 142,317
Maturities of held-to-maturity investment securities 155,000 310,000
Purchases of held-to-maturity investment securities 0 (1,724,854)
Purchases of available-for-sale investment securities (83,941,810) (6,053,305)
Net decrease in credit card receivables 230,963 315,560
Net (increase) in longer-term loans (6,672,291) (4,686,949)
Purchases of premises and equipment,
net of retirements (2,489,370) (362,352)
------------ ------------
NET CASH USED BY INVESTING ACTIVITIES (71,993,043) (11,255,583)
DEPOSIT AND FINANCING ACTIVITIES
Net increase (decrease) in demand deposits
and savings accounts 68,902,918 (27,180,124)
Net increase in certificates of deposit 25,412,212 25,346,740
Net (decrease) increase in short-term funds (1,084,729) 8,190,010
Cash dividends (517,074) (466,524)
Dividend investment plan 0 133,599
Long-term incentive plan 0 259,442
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 92,713,327 6,283,143
------------ ------------
Increase (decrease) In Cash and Cash Equivalents 15,969,883 (3,688,833)
Cash and cash equivalents at beginning of period 29,511,296 31,771,444
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 45,481,179 $ 28,082,611
============ ============
See accompanying notes to consolidated financial statements.
6
COBANCORP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1996
NOTE A -- ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the
accounts of CoBancorp Inc. and its wholly-owned subsidiary, PREMIERBank & Trust.
All material intercompany accounts and transactions have been eliminated.
BASIS OF PRESENTATION: The accompanying unaudited consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. It is the opinion of Management that all adjustments necessary for a
fair presentation have been made and that all adjustments were of a normal
recurring nature.
CASH EQUIVALENTS: For purpose of the Statements of Cash Flows, cash equivalents
include amounts due from banks and federal funds sold. Generally, federal funds
are purchased and sold for periods of less than thirty days.
RECLASSIFICATIONS: Certain amounts in the 1995 consolidated financial statements
have been reclassified to conform to the 1996 presentation.
NOTE B -- ACQUISITIONS
On April 2, 1996, CoBancorp Inc. announced it had entered into a Letter of
Agreement with Jefferson Savings Bank, whereby CoBancorp Inc. will purchase
the Ohio-chartered savings and loan located in Dublin, Ohio . The transaction is
subject to regulatory approval and is expected to close in the fourth quarter of
1996.
NOTE C -- LOANS
On January 1, 1995, the Corporation adopted FASB Statement No. 114, "Accounting
by Creditors for Impairment of a Loan" (as amended by FASB Statement No. 118).
Under this accounting standard, the allowance for loan losses includes an
evaluation of certain loans that are identified under Statement No. 114 based on
discounted cash flows using the loan's initial effective interest rate or the
fair value of the collateral for certain loans which are collateral dependent.
The adoption of this accounting standard had no material effect on the financial
position or results of operations of the Corporation.
At March 31, 1996, there were no loans that were considered to be impaired under
the Statement 114 criteria.
7
COBANCORP INC.
MARCH 31, 1996
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion focuses on information about CoBancorp Inc.'s financial
condition and results of operations which is not otherwise apparent from the
consolidated financial statements attached.
EARNINGS RESULTS Net income decreased 12.0 percent to $1,285,000 for the first
three months of 1996, from the $1,460,000 earned in the same period of 1995.
Earnings per share were $0.37, as compared to $0.43 per share in the first three
months of the prior year. The overall decrease in earnings is the result of a
decrease in net interest income and an increase in net non-interest expense.
These changes are explained in detail in the following sections.
NET INTEREST INCOME The net interest margin on a fully taxable-equivalent basis
was 5.15 percent for the first three months of 1996, compared to 5.48 percent
one year ago. Net interest income for the first three months of 1996 amounted to
$6,666,000 down slightly from $6,688,000 for the first quarter in 1995. These
amounts reflect net interest income adjusted to a fully taxable-equivalent basis
by recognizing the tax effect of interest earned on tax-exempt securities and
loans.
The decrease in fully-taxable equivalent net interest income of $22,000, or 0.3
percent, is attributable primarily to a decrease in the rates on
interest-earning assets, an increase in interest-bearing liabilities and to
higher interest rates on those liabilities. These factors were partially offset
by an overall increase in earning assets which was greater than the increase in
interest-bearing liabilities.
Average interest-earning assets were $514,723,000 and $485,903,000 for the first
three months of 1996 and 1995, respectively. Average interest-bearing
liabilities for the same periods were $445,355,000 and $422,462,000.
The following table sets forth for the periods indicated a summary of the
changes in interest income and interest expense on a fully taxable-equivalent
basis resulting from changes in volume and changes in rates for the major
components of interest-earning assets and interest-bearing liabilities:
8
SUMMARY OF NET INTEREST INCOME CHANGES
(RATE/VOLUME VARIANCE)
THREE MONTHS ENDED 3/31/96 VS. 3/31/95
(IN THOUSANDS OF DOLLARS)
| CHANGE IN
|INTEREST INCOME/EXPENSE DUE TO
CURRENT CURRENT OLD OLD |------------------------------
VOLUME RATE VOLUME RATE | VOLUME RATE BOTH TOTAL
------ ---- ------ ---- | ------ ---- ---- -----
|
Taxable securities $ 107,635 6.25% $ 79,718 6.92% | $ 483 ($133) ($ 45) $ 305
Nontaxable securities 76,319 8.18% 73,162 8.06% | 64 23 0 87
Federal funds sold & s/t funds 10,975 6.79% 139 5.04% | 136 1 50 187
Taxable loans: |
Real estate loans 138,621 8.05% 153,992 7.92% | (270) 49 (39) (260)
Commercial loans 134,237 9.37% 134,736 9.20% | 23 58 (3) 78
Installment loans 40,864 10.04% 38,401 9.98% | 72 5 0 77
Overdrafts 527 0.00% 62 0.00% | 0 0 0 0
Quickline loans 159 16.35% 122 18.03% | 2 (1) 1 2
Credit card loans 2,841 42.34% 2,694 39.98% | 18 16 (2) 32
Nontaxable loans: |
IRBs 2,545 10.49% 2,877 10.11% | (8) 3 0 (5)
--------- --------- | ----- ----- ----- -----
TOTAL INTEREST-EARNING ASSETS 514,723 8.36% 485,903 8.49% | 520 21 (38) 503
|
Noninterest-earning assets |
Cash and due from banks 34,073 23,726 |
Bank premises and equipment 12,433 10,647 |
Other assets 19,111 15,119 |
Less allowance for loan losses (5,935) (5,631) |
--------- --------- |
59,682 43,861 |
--------- --------- |
Total assets $ 574,405 $ 529,764 |
========= ========= |
|
Interest-bearing transaction accts: |
NOW/Advantage 50 60,616 1.87% 51,325 2.05% | 50 (24) (4) 22
Savings accounts: |
Savings 139,722 2.40% 140,282 2.32% | 6 27 0 33
IMMAs 22,750 2.04% 26,987 2.16% | (21) (8) 0 (29)
Time deposits: |
Christmas/vacation club 867 5.88% 960 3.96% | (1) 5 0 4
CD under $100,000 127,337 5.48% 96,176 4.54% | 364 226 73 663
CD over $100,000 (regular) 14,143 5.42% 10,477 5.27% | 50 4 1 55
CD over $100,000 (public funds) 24,072 5.48% 38,453 5.93% | (206) (42) 15 (233)
IRAs 33,756 5.34% 30,903 4.73% | 38 47 4 89
Short-term borrowings: |
Repurchase agreements 2,776 4.79% 2,430 5.14% | 5 (2) 0 3
Fed funds purchased 2,877 5.14% 6,411 6.05% | (52) (15) 7 (60)
Notes payable TT&L 1,702 5.41% 2,702 5.59% | (14) (1) 0 (15)
Sweep 14,737 2.02% 15,356 2.16% | (2) (5) 0 (7)
--------- --------- | ----- ----- ----- -----
TOTAL INTEREST-BEARING LIABILITIES 445,355 3.71% 422,462 3.45% | 217 212 96 525
| ----- ----- ----- -----
|
Noninterest-bearing liabilities |
Demand deposits 68,601 60,698 |
Other liabilities 8,777 4,352 |
Shareholders' equity 51,672 42,252 |
--------- --------- |
Total liabilities and |
shareholders' equity $ 574,405 $ 529,764 |
========= ========= |
|
NET INTEREST INCOME 5.15% 5.48% | $ 303 ($191) ($134) ($ 22)
===== ===== ===== =====
YTD FTE net interest income (current year) $6,666
YTD FTE net interest income (prior year) 6,688
------
Change in FTE net interest income ($22)
======
Presented on a fully taxable-equivalent basis, using year-to-date average
balances.
9
NET NONINTEREST EXPENSES Total net noninterest expense (total noninterest
expense less total noninterest income) has increased to $4,529,000 for the first
three months of 1996, compared to $4,331,000 the previous year. The increase in
expenses has been offset by increased income from service charges on deposit
accounts and other fees of $175,000 or 38.0% as compared to the same period last
year. This increase in income was the result of a comphrehensive review of the
Bank's pricing structure. Securities gains represented $295,000 in income for
the first three months of 1996, compared to a loss of $4,000 for the first
quarter of 1995. For the first three months of 1996, salaries, wages and
benefits expense increased $313,000 over the same period for 1995. However,
during this time the Bank added fourteen new branches and approximately 54 new
employees. (Eleven branches were acquired in February of 1996).
During the first quarter of 1995, the Federal Deposit Insurance Corporation
(FDIC) rates on Bank Insurance Fund (BIF) insured deposits were $0.23 per $100
of insured deposits. As of year-end 1995, the Federal Deposit Insurance
Corporation reduced rates on Bank Insurance Fund (BIF) insured deposits to zero
for well capitalized institutions such as PREMIERBank and Trust. This resulted
in a decrease in FDIC insurance expense of $230,000 in the first quarter of
1996. The Bank has approximately $37 million of deposits insured by the FDIC in
the Savings Association Insurance Fund (SAIF). These deposits were acquired from
Savings and Loan institutions and continue to be assessed $0.23 per $100 of
insured deposits.
LOANS AND ALLOWANCE FOR LOAN LOSSES On January 1, 1995, the Corporation adopted
FASB Statement No. 114, "Accounting by Creditors for Impairment of a Loan" (as
amended by FASB Statement No. 118). Under this accounting standard, the
allowance for loan losses includes an evaluation of certain loans that are
identified under Statement No. 114 based on discounted cash flows using the
loan's initial effective interest rate or the fair value of the collateral for
certain loans which are collateral dependent. The adoption of this accounting
standard had no material effect on the financial position or results of
operations of the Corporation. At March 31, 1996, there were no loans that were
considered to be impaired under Statement 114. The allowance for loan losses,
therefore, included no allocation for such loans.
In determining the adequacy of the allowance for loan losses, management
evaluates past loan loss experience, present and anticipated economic conditions
and the credit worthiness of its borrowers. The allowance for loan losses is
increased by provisions charged against income and recoveries of loans
previously charged off. The allowance is decreased by loans that are determined
uncollectible by management and charged against the allowance.
Potential problem loans are those loans which are on the Bank's "watch list."
These loans exhibit characteristics that could cause the loans to become
nonperforming or require restructuring in the future. This "watch list" is
reviewed monthly and adjusted for changing conditions. Loans on the watch list
at March 31, 1996, totaled $2.9 million or 0.9 percent of total outstanding
loans.
At March 31, 1996, the allowance for loan losses as a percentage of loans was
1.85 percent and 1.68 percent at the same date in 1995. The provision for loan
losses was $60,000 in the three months ended March 31, 1996, and March 31, 1995.
10
The following table contains information relative to loan loss experience for
the three months ended March 31, 1995, and the year ended December 31, 1995.
Three months ended Year ended
March 31, 1996 December 31, 1995
($000) ($000)
------------------ -----------------
Allowance for loan losses at beginning of
period $ 5,850 $ 5,617
Loans charged off:
Real estate 21 2
Installment 111 510
Credit card 13 85
Other 1 4
Commercial and collateral 6 27
------- -------
152 628
Recoveries on loans charged off:
Real estate 1 3
Installment 111 318
Credit card 8 16
Other 1 2
Commercial and collateral 171 342
------- -------
292 681
Net charge-offs (recoveries) (140) (53)
Provision for loan losses 60 180
======= =======
Allowance for loan losses at end of period
$ 6,050 $ 5,850
======= =======
Ratio of allowance for loan losses to total
loans at end of period 1.85% 1.83%
======= =======
11
NONPERFORMING LOANS Nonaccrual loans at March 31, 1996, totaled $291,000,
compared to $859,000 at December 31, 1995. The category of accruing loans past
due 90 days or more totaled $62,000 at March 31, 1996 and $106,000 at December
31, 1995. The balance in the allowance for loan losses was $6,050,000 at March
31, 1996 compared to $5,850,000 at December 31, 1995.
Except for installment and credit cards, loans on which interest and/or
principal is 90 days or more past due are placed on nonaccrual status and any
previously accrued but uncollected interest is reversed from income. Such loans
remain on a cash basis for recognition of income until both interest and
principal are current. Installment and credit card loans past due greater than
120 days are charged off and previously accrued but uncollected interest is
reversed from income.
The following table summarizes nonaccrual and past due loans (in thousands of
dollars).
March 31, 1996 December 31, 1995
($000) ($000)
-------------- -----------------
Accruing loans past due 90 days or more as
to principal or interest:
Loans secured by real estate $ 29 $ 35
Commercial and industrial 3 0
Loans to individuals 30 71
----- -----
$ 62 $ 106
===== =====
Nonaccrual loans:
Loans secured by real estate $ 175 $ 783
Commercial and industrial 116 76
----- -----
$ 291 $ 859
===== =====
12
CAPITAL At March 31, 1996, PREMIERBank and Trust's risk-based capital ratios
based on Federal Reserve Board guidelines were as follows:
PREMIERBank Well-capitalized
& Trust minimums
Tier 1 "core" capital to risk-weighted assets 11.85 % 6.00 %
Total capital to risk-weighted assets 13.54 % 10.00 %
Tier 1 leverage ratio 7.53 % 5.00 %
These ratios substantially exceed the minimums which are in effect for banks
after the end of 1992, and also exceed the percentages required to be considered
"well-capitalized".
Return on average assets was 1.01 percent for the first three months of 1996,
compared to 1.10 percent for the same period in 1995.
PART II. OTHER INFORMATION
Except as set forth below, the items of Part II are inapplicable or the answers
thereto are negative and, accordingly, no reference is made to said items in
this report.
Item 4--Submission of matters to a vote of security holders
None.
Item 6--Exhibits and Reports on Form 8-K
(a) Exhibits:
27 Financial Data Schedule
(b) The registrant filed a report on Form 8-K on March 4, 1996,
regarding the acquisition of eleven branches from Bank One,
Cleveland.
13
COBANCORP INC.
MARCH 31, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COBANCORP INC.
(Registrant)
/s/ Timothy W. Esson
Timothy W. Esson
Executive Vice President and
Chief Financial Officer
May 14, 1996