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 June 30, 1997 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.) 1530 West River Road North, 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 June 30, 1997, there were 3,453,824 outstanding common shares, with no par value, of the Registrant. 2 INDEX COBANCORP INC. AND SUBSIDIARIES PART I. FINANCIAL INFORMATION Item 1. Financial Statements Page Consolidated balance sheets -- June 30, 1997 and December 31, 1996 3 Consolidated statements of income -- Three months and six months ended June 30, 1997 and 1996. 4 Consolidated statements of cash flows -- Six months ended June 30, 1997 and 1996 5 Notes to consolidated financial statements -- June 30, 1997 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. OTHER INFORMATION 13 SIGNATURES 14 EXHIBITS 15 3 COBANCORP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) JUNE 30, DECEMBER 31, 1997 1996 ------------------- -------------------- ASSETS Cash and due from banks $33,738,297 $30,555,396 Investment securities available-for-sale 125,314,173 162,460,918 Investment securities held-to-maturity 23,915,620 26,324,836 (market value $24,429,779 and $26,847,437) Federal funds sold 3,100,000 4,300,000 Loans 431,016,252 340,454,390 Less allowance for loan losses 4,567,323 4,091,592 ------------------- -------------------- Net loans 426,448,929 336,362,798 Bank premises and equipment, net 20,804,634 18,787,316 Accrued income and prepaid expenses 5,671,299 4,840,787 Other assets 15,371,779 15,285,663 ------------------- -------------------- TOTAL ASSETS $654,364,731 $598,917,714 =================== ==================== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Demand-noninterest bearing $85,513,519 $82,842,548 Demand-interest bearing 66,439,650 63,196,979 Savings and other time 419,501,673 368,706,984 ------------------- -------------------- Total deposits 571,454,842 514,746,511 Short-term funds 20,139,211 25,520,820 Other liabilities 5,990,839 4,005,766 ------------------- -------------------- TOTAL LIABILITIES 597,584,892 544,273,097 Shareholders' equity Capital stock, no par value 5,000,000 shares authorized 3,453,824 shares issued and outstanding 5,975,066 5,975,066 Capital surplus 18,553,553 18,553,553 Retained earnings 32,050,440 30,296,473 Net unrealized gains (losses) on available-for-sale investment securities (net of income tax) 200,780 (180,475) ------------------- -------------------- TOTAL SHAREHOLDERS' EQUITY 56,779,839 54,644,617 ------------------- -------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $654,364,731 $598,917,714 =================== ==================== See accompanying notes to consolidated financial statements. 4 COBANCORP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) JUNE 30, 1997 THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 1997 1996 1997 1996 ------------------ ------------------ -------------------- ------------------- INTEREST INCOME Loans (including fees) Taxable $9,705,912 $7,530,935 $17,988,674 $14,823,531 Tax-exempt 32,997 8,621 66,836 52,654 Investment securities Taxable 1,712,572 2,523,349 3,705,554 4,205,587 Tax-exempt 763,764 900,223 1,553,856 1,930,675 Federal funds sold 24,771 99,166 62,162 287,613 ------------------ ------------------ -------------------- ------------------- TOTAL INTEREST INCOME 12,240,016 11,062,294 23,377,082 21,300,060 INTEREST EXPENSE Deposits 4,667,925 4,186,094 8,705,607 8,145,467 Short-term borrowed funds 173,216 153,920 374,914 319,539 ------------------ ------------------ -------------------- ------------------- TOTAL INTEREST EXPENSE 4,841,141 4,340,014 9,080,521 8,465,006 ------------------ ------------------ -------------------- ------------------- NET INTEREST INCOME 7,398,875 6,722,280 14,296,561 12,835,054 PROVISION FOR LOAN LOSSES 75,000 40,000 150,000 100,000 ------------------ ------------------ -------------------- ------------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 7,323,875 6,682,280 14,146,561 12,735,054 OTHER INCOME Service charges on deposit accounts 713,933 788,306 1,471,399 1,422,645 Trust fees 413,751 351,000 827,501 702,000 Other 862,126 705,907 1,177,561 933,622 Securities gains 187,347 4,565 174,116 299,594 ------------------ ------------------ -------------------- ------------------- TOTAL OTHER INCOME 2,177,157 1,849,778 3,650,577 3,357,861 OTHER EXPENSES Salaries, wages and benefits 3,172,623 2,799,226 6,067,277 5,441,387 Occupancy--net 586,487 434,461 1,228,190 863,492 Furniture and equipment 300,433 234,000 563,995 468,000 Taxes, other than income and payroll 168,522 180,008 325,256 360,919 FDIC insurance 28,471 21,995 51,446 42,737 Other 3,112,277 3,055,047 5,861,531 5,585,571 ------------------ ------------------ -------------------- ------------------- TOTAL OTHER EXPENSES 7,368,813 6,724,737 14,097,695 12,762,106 ------------------ ------------------ -------------------- ------------------- INCOME BEFORE INCOME TAXES 2,132,219 1,807,321 3,699,443 3,330,809 INCOME TAX EXPENSE 455,995 173,000 736,637 411,000 ------------------ ------------------ -------------------- ------------------- NET INCOME $1,676,224 $1,634,321 $2,962,806 $2,919,809 ================== ================== ==================== =================== NET INCOME PER SHARE $0.49 $0.47 $0.86 $0.85 DIVIDENDS PER SHARE $0.18 $0.16 $0.35 $0.31 See accompanying notes to consolidated financial statements. 4 5 COBANCORP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30, 1997 1996 ------------------ ---------------- OPERATING ACTIVITIES Net income $2,962,806 $2,919,809 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 150,000 100,000 Provision for depreciation and amortization 1,165,418 1,024,015 Accretion of discounts on purchased loans (10,063) (38,978) Amortization of premiums less accretion of discounts on held-to-maturity investment securities 68,313 84,437 Amortization of premiums less accretion of discounts on available-for-sale investment securities 12,962 (38,766) Realized securities (gains) on available-for-sale securities (173,998) (299,594) Realized (gains) on sale of loans (402,381) 0 Realized (gains) on sale of fixed assets (6,306) 0 Decrease (increase) in interest receivable 102,081 (738,304) (Decrease) increase in interest payable (181,507) 653,742 (Increase) in other assets (1,307,882) (9,101,683) Increase in other liabilities 1,169,943 55,118 ------------------ ---------------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 3,549,386 (5,380,204) INVESTING AND LENDING ACTIVITIES Proceeds from sales of available-for-sale investment securities 42,207,272 35,860,679 Maturities of available-for-sale investment securities 4,085,335 752,505 Maturities of held-to-maturity investment securities 2,340,903 4,874,398 Purchases of available-for-sale investment securities (5,198,348) (102,915,931) Purchase of Jefferson Savings, net of cash received (5,531,007) 0 Net decrease in credit card receivables 3,526,311 92,822 Net (increase) in longer-term loans (35,229,874) (10,682,189) Purchases of premises and equipment, net of retirements (2,222,849) (3,334,439) ------------------ ---------------- NET CASH PROVIDED BY (USED IN) INVESTING AND LENDING ACTIVITIES 3,977,743 (75,352,155) DEPOSIT AND FINANCING ACTIVITIES Net (decrease) increase in demand deposits and savings accounts (7,978,083) 61,140,465 Net increase in certificates of deposit 13,024,302 20,757,354 Net (decrease) increase in short-term funds (5,881,609) 1,486,589 Net (decrease) in FHLB borrowings (3,500,000) 0 Increase in long-term debt 301,946 0 Repayment of long-term debt (301,946) 0 Cash dividends (1,208,838) (1,068,620) ------------------ ---------------- NET CASH (USED IN) PROVIDED BY DEPOSIT AND FINANCING ACTIVITIES (5,544,228) 82,315,788 ------------------ ---------------- Increase In Cash and Cash Equivalents 1,982,901 1,583,429 Cash and cash equivalents at beginning of period 34,855,396 29,511,296 ------------------ ---------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $36,838,297 $31,094,725 ================== ================ See accompanying notes to consolidated financial statements. 5 6 COBANCORP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 1997 NOTE A -- ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the accounts of CoBancorp Inc. (the "Corporation") and its wholly-owned subsidiaries, PREMIERBank & Trust ("Premier") and Jefferson Savings Bank ("Jefferson"). 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 1996 consolidated financial statements have been reclassified to conform to the 1997 presentation. NOTE B -- ACQUISITION On February 27, 1997, the Corporation acquired all of the outstanding shares of Jefferson, an Ohio-chartered savings association located in Jefferson, Ohio, for cash in the amount of $6,733,000, with additional consideration of $649,000 attributable to certain favorable tax benefits (confirmed by an I.R.S. Private Letter Ruling dated May 31, 1996). The transaction was accounted for under the purchase method of accounting. The purchase price allocation, which may be revised, resulted in a write-up of assets to estimated fair value of approximately $2,432,000. This amount included approximately $919,000 which was assigned to goodwill. Jefferson's results of operations are included in the Corporation's consolidated results of operations since the date of acquisition. Pro forma results of operations have not been presented because the effect of the acquisition is not material to the consolidated results of operations. Jefferson, with assets of approximately $61 million, operates in three branch locations in Madison County, Ohio. Jefferson remains a separate savings association subsidiary of the Corporation. NOTE C -- LOANS The Corporation applies the provision of FASB Statement No. 114, "Accounting by Creditors for Impairment of a Loan" (as amended by FASB Statement No. 118). At June 30, 1997, and December 31, 1996, there were no loans for which the Corporation was required to establish a valuation allowance under the Statement 114 criteria. 7 COBANCORP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 1997 NOTE D -- EARNINGS PER SHARE In February 1997, the Financial Accounting Standards Board issued Statement No. 128, "Earnings Per Share," which is required to be adopted on December 31, 1997. At that time, the Corporation will be required to change the method currently used to compute earnings per share and to restate all prior periods. Under the new requirements for calculating basic earnings per share, the dilutive effect of stock options will be excluded. The impact on basic and fully diluted earnings per share is not expected to be material. NOTE E -- REPORTING COMPREHENSIVE INCOME AND DISCLOSING SEGMENT INFORMATION In June 1997, the Financial Accounting Standards Board issued Statement No. 130, "Reporting Comprehensive Income" and Statement No. 131, "Disclosures about Segments of an Enterprise and Related Information," both of which will be effective for fiscal years beginning after December 15, 1997. The Corporation will adopt Statement No. 130 and Statement No. 131 as of January 1, 1998. The impact of adopting these Statements is not expected to be material. 8 COBANCORP INC. AND SUBSIDIARIES JUNE 30, 1997 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. In connection with any forward looking statements made by the Registrant, the following disclosure is made: Actual results could differ materially from any such forward looking statements for a variety of factors including sharp and/or rapid changes in interest rates, significant changes in the economy, or significant changes in accounting, tax or regulatory practices or requirements. EARNINGS RESULTS Net income increased slightly over the previous year. For the first six months of 1997, net income was $2,963,000, compared to $2,920,000 for the same period in 1996. Earnings per share were $0.86 for the first six months of 1997 and $0.85 for the same period in 1996. For the second quarter, net income was $1,676,000 or $0.49 per share compared to $1,634,000 or $0.47 per share in the prior year. The changes affecting net income are explained in detail in the following sections. NET INTEREST INCOME The net interest margin on a fully taxable-equivalent basis was 5.30 percent for the first six months of 1997, compared to 5.12 percent for the same period one year ago. Net interest income for the first six months of 1997 amounted to $15,131,000, up significantly from $13,857,000 for the comparable period in 1996. Second quarter net interest income was $7,792,000 and $7,186,000 in 1997 and 1996, respectively. These amounts reflect net interest income adjusted to a fully taxable-equivalent basis by recognizing the tax effect of interest earned on tax-exempt securities and loans. The increase in fully-taxable equivalent net interest income of $1,274,000, or 9.2 percent, is due primarily to an increase in interest-earning assets. This increase was partially offset by an increase in interest-bearing liabilities. The Corporation also benefitted from an increase in the overall yield on earning assets, while the cost of interest-bearing liabilities decreased slightly. Average interest-earning assets were $566,392,000 and $538,862,000 for the first six months of 1997 and 1996, respectively. Average interest-bearing liabilities for the same periods were $494,219,000 and $462,747,000, respectively. 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: 9 SUMMARY OF NET INTEREST INCOME CHANGES AND AVERAGE BALANCE SHEETS (RATE/VOLUME VARIANCE) SIX MONTHS ENDED 6/30/97 VS.6/30/96 (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 $111,322 6.66% $131,135 6.41% | $ (641) $ 172 $ (30) ($499) Nontaxable securities 58,669 8.03% 72,481 8.07% | (557) (17) 3 (571) Federal funds sold & s/t funds 2,337 5.09% 9,362 6.08% | (213) (46) 31 (228) Taxable loans: | Real estate loans 179,536 8.09% 141,912 8.04% | 1,646 (63) (28) 1,555 Commercial loans 159,760 9.47% 136,235 9.38% | 1,104 60 (11) 1,153 Installment loans 49,458 0.03% 41,077 10.11% | 388 2 1 391 Overdrafts 759 0.00% 1,164 0.00% | 0 0 0 0 Checkmate loans 216 7.59% 182 16.48% | 3 1 0 4 Credit card loans 3,017 2.62% 2,806 41.48% | 40 16 6 62 Nontaxable loans: | Industrial Revenue Bonds (IRBs) 2,242 9.05% 2,508 6.34% | (8) 34 (5) 21 ----------- --------- | ---------- ----------- ---------- --------- TOTAL INTEREST-EARNING ASSETS 567,317 8.53% 538,862 8.26% | 1,762 159 (33) 1,888 | Noninterest-earning assets: | Cash and due from banks 31,324 28,986 | Bank premises and equipment 20,100 13,271 | Other assets 20,156 20,090 | Less allowance for loan losses (4,471) (5,989) | ----------- --------- | Total noninterest-earning assets 67,109 56,358 | ----------- --------- | | TOTAL ASSETS $634,426 $595,220 | =========== ========= | | | Interest-bearing transaction accts: | NOW/Advantage 50 $69,916 1.59% $62,851 1.83% | 20 (73) 31 (22) Savings accounts: | Savings 139,257 2.21% 139,631 2.25% | (13) (30) 1 (42) IMMAs 19,324 1.99% 23,304 2.02% | (41) (3) 0 (44) Money Market Index accounts 16,205 4.91% 11,039 4.75% | 120 9 4 133 Time deposits: | Christmas/vacation club 878 3.99% 1,097 3.92% | (4) 0 (1) (5) CD under $100,000 156,551 5.40% 133,233 5.45% | 755 (160) (25) 570 CD over $100,000 (regular) 13,492 5.22% 13,313 5.39% | 3 (11) 0 (8) CD over $100,000 (public funds) 18,399 5.48% 21,532 5.28% | (85) 22 (4) (67) IRAs 35,192 5.65% 35,411 5.33% | (11) 56 (1) 44 Short-term borrowings: | Repurchase agreements 1,706 4.75% 3,145 4.74% | (34) 0 (1) (35) Fed funds purchased 4,878 5.68% 2,089 5.27% | 73 5 5 83 Notes payable TT&L 2,574 5.09% 1,637 5.25% | 24 (1) 0 23 Sweep 15,846 1.64% 14,464 1.98% | 13 (25) (4) (16) ---------- --------- | ---------- ----------- ---------- --------- TOTAL INTEREST-BEARING LIABILITIES 494,218 3.70% 462,746 3.67% | 820 (211) 5 614 | ---------- ----------- ---------- --------- | Noninterest-bearing liabilities: | Demand deposits 79,230 76,504 | Other liabilities 5,720 5,255 | Shareholders equity 55,258 50,715 | ---------- --------- | TOTAL LIABILITIES AND | SHAREHOLDERS' EQUITY $634,426 $595,220 | ========== ========= | | NET INTEREST INCOME 5.30% 5.12% | $942 $370 ($38) $1,274 | ========== =========== ========== ========= | YTD FTE net interest income (current year) $15,131 YTD FTE net interest income (prior year) 13,857 ---------- Change in FTE net interest income $1,274 ========== Note: Jefferson's average balances and income are included for four months in 1997. Presented on a fully taxable-equivalent basis, using year-to-date average balances. 10 NONINTEREST INCOME Total noninterest income, exclusive of securities gains, increased $418,000 or 13.7 percent in the first half of 1997 when compared to the same period in 1996. The second quarter of 1997 represented an increase of $145,000 or 7.8 percent over the prior year. Jefferson contributed approximately $85,000 of noninterest income since it was acquired on February 28, 1997. Income from trust activities increased to $828,000 for the six months ended June 30, 1997, up 17.9 percent from the prior year. Gains and losses on the sale of investment securities also impact comparisons. Security transactions resulted in net gains of $174,000 and $300,000 in the first half of 1997 and 1996, respectively. The comparable amounts for the second quarter were $187,000 and $5,000 for 1997 and 1996 respectively. During the second quarter of 1997, Premier sold its credit card portfolio (approximately $2,605,000 of loans) and realized a gain of approximately $400,000. NONINTEREST EXPENSE For the first six months of 1997, salaries, wages and benefits expense increased $626,000 over the same period for 1996. In the second quarter of 1997, the increase was $373,000, of which approximately 40% was a result of the Jefferson acquisition, while the remainder is a combination of added staff for new offices and normal salary adjustments. The increase in occupancy and furniture and equipment expenses was due to the acquisition of Jefferson and the opening of additional Premier facilities. Other significant components of other noninterest expenses are presented in the following table (in thousands of dollars). Three months ended Six months ended June 30 June 30 1997 1996 1997 1996 ----------------------------------------- Data processing $ 767 $ 516 $1,474 $1,028 Supplies, printing & postage 324 502 690 875 Outside services 366 344 631 587 Telephone 196 172 404 284 Amortization of intangibles 140 204 278 338 Other 1,319 1,317 2,385 2,474 ----------------------------------------- Total $3,112 $3,055 $5,862 $5,586 ========================================= LOANS AND ALLOWANCE FOR LOAN LOSSES At June 30,1997, and December 31, 1996, there were no loans for which a valuation allowance was required 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 uncollectable by management and charged against the allowance. Potential problem loans are those loans which are on the Bank's "watch list." These loans are, or could become, nonperforming. This "watch list" is reviewed monthly and adjusted for changing conditions. Loans on the watch list at June 30, 1997, totaled $7.9 million, or 1.8 percent of total outstanding loans. 11 At June 30, 1997, the allowance for loan losses as a percentage of loans was 1.06 percent compared to 1.20 percent at December 31, 1996. The provision for loan losses was $150,000 in the six months ended June 30, 1997, and $100,000 for the six months ended June 30, 1996. The following table contains information relative to loan loss experience for the six months ended June 30, 1997, and the year ended December 31, 1996 (in thousands of dollars): Six months ended Year ended June 30, 1997 December 31, 1996 ---------------- ----------------- Allowance for loan losses at beginning of period $ 4,092 $ 5,850 Jefferson allowance acquired 501 Loans charged off: Real estate 1 21 Installment 363 446 Credit card 62 82 Other 6 4 Commercial and collateral 12 163 ----------- ----------- 444 716 Recoveries on loans charged off: Real estate 143 5 Installment 84 311 Credit card 9 22 Other 0 1 Commercial and collateral 32 395 ----------- ----------- 268 733 Net charge-offs (recoveries) 176 (17) Provision for loan losses 150 (1,775) =========== =========== Allowance for loan losses at end of period $ 4,567 $ 4,092 =========== =========== Ratio of allowance for loan losses to total loans at end of period 1.06% 1.20% =========== =========== During the fourth quarter of 1996, the Corporation, based on significant continued improvement in overall asset quality, and recoveries exceeding charge-offs for the past three years, returned $1,775,000 of the allowance for loan losses to income. 12 NONPERFORMING LOANS Nonaccrual loans at June 30, 1997, totaled $2,503,000, compared to $1,707,000 at December 31, 1996. This increase includes $1,119,000 in nonaccruing loans attributable to Jefferson. The category of accruing loans past due 90 days or more totaled $85,000 at June 30, 1997 and $85,000 at December 31, 1996. Additionally, there was $52,500 in other real estate owned. The balance in the allowance for loan losses was $4,567,000 at June 30, 1997 compared to $4,092,000 at December 31, 1996. 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). June 30, 1997 December 31, 1996 ---------------- ----------------- Accruing loans past due 90 days or more as to principal or interest: Loans secured by real estate $ 43 $ 0 Commercial and industrial 0 0 Loans to individuals 42 85 ------ ------ $ 85 $ 85 ====== ====== Nonaccrual loans: Loans secured by real estate $2,086 $1,537 Commercial and industrial 367 170 Loans to individuals 50 0 ====== ====== $2,503 $1,707 ====== ====== 13 CAPITAL At June 30 1997, Premier's and CoBancorp's risk-based capital ratios based on Federal Reserve Board guidelines were as follows: Well PremierBank CoBancorp capitalized & Trust Inc. minimums ------- ---- -------- Tier 1 "core" capital to risk-weighted assets 10.88% 11.99% 6.00% Total capital to risk-weighted assets 11.93% 13.08% 10.00% Tier 1 leverage ratio 7.23% 7.77% 5.00% These ratios substantially exceed the minimums which are in effect for banks and bank holding companies, and also exceed the percentages required to be considered "well-capitalized". At June 30, 1997, Jefferson Savings' regulatory capital ratios based on the Office of Thrift Supervision requirements were as follows: Well- Jefferson Required capitalized Savings Minimums Minimums ------- -------- -------- Tangible Capital 9.60% 1.50% n/a Tier 1 "core" capital to risk-weighted assets 20.66% n/a 6.00% Core Capital 8.21% 3.00% 5.00% Risk-based capital to risk weighted assets 19.43% 8.00% 10.00% 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 The annual meeting of shareholders of CoBancorp Inc. was held April 16, 1997 at 11:00 a.m., at the Lorain County Community College Spitzer Conferencing Center, 1005 North Abbe Road, Elyria, Ohio 44035, in accordance with the notice of meeting and proxy statement mailed to shareholders. All matters proposed by management in the proxy statement were approved by the shareholders. Item 6--Exhibits and Reports on Form 8-K (a) Exhibits: 11 Earnings per Share 27 Financial Data Schedule (b) The registrant was not required to file any reports on Form 8-K during the quarter ended June 30, 1997. 14 COBANCORP INC. AND SUBSIDIARIES JUNE 30,1997 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 August 14, 1997