UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number 0-17416 CENTURY FINANCIAL CORPORATION _____________________________________ (Exact name of registrant as specified in its charter) Pennsylvania 25-1553790 ___________________ ______________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) One Century Place Rochester, Pennsylvania 15074 ---------------------------------- (Address of principal executive offices)(Zip code) (412) 774-1872 ------------------- (Registrant's telephone number, including area code) 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 ____ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock , $0.835 par value; 5,078,636 shares outstanding at October 31, 1997 Page 1 CENTURY FINANCIAL CORPORATION FORM 10-Q INDEX PAGE NUMBER ------ PART I - FINANCIAL INFORMATION ITEM 1. Financial Statements Consolidated Balance Sheet 3 Consolidated Statement of Income 4-5 Consolidated Statement of Changes in Stockholders' Equity 6 Consolidated Statement of Cash Flows 7 Notes to Consolidated Financial Statements 8-9 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-19 PART II- OTHER INFORMATION ITEM 1. Legal Proceedings 20 ITEM 2. Changes in Securities 20 ITEM 3. Defaults Upon Senior Securities 20 ITEM 4. Submission of Matters to a Vote of Security Holders 20 ITEM 5. Other Information 20 ITEM 6. Exhibits and Reports on Form 8-K 20 Signatures 21 Page 2 CENTURY FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEET (Unaudited) September 30, December 31, 1997 1996 ------------- ------------ (In thousands) ASSETS Cash and due from banks $ 11,713 $ 13,004 Federal funds sold 7,745 8,790 Investment securities available for sale 71,477 71,873 Loans (net of unearned income of $12,892 and $10,677) 354,903 308,010 Less allowance for loan losses 3,436 3,234 ------------- ------------ Net Loans 351,467 304,776 Premises and equipment 11,170 10,020 Accrued interest and other assets 5,116 4,395 ------------- ------------ TOTAL ASSETS $ 458,688 $ 412,858 ============= ============ LIABILITIES Deposits: Noninterest - bearing demand $ 44,936 $ 41,959 Interest - bearing demand 35,130 33,754 Savings 33,248 33,625 Money market 56,525 60,457 Time 222,742 193,599 ------------- ------------ Total deposits 392,581 363,394 Short term borrowings 4,000 7,000 Other borrowings 20,000 4,000 Accrued interest and other liabilities 5,428 4,428 ------------- ------------ TOTAL LIABILITIES 422,009 378,822 ------------- ------------ STOCKHOLDERS' EQUITY Common stock, par value $.835; authorized 8,000,000 shares; issued 5,108,809 and 3,383,943 shares, respectively 4,266 2,826 Additional paid in capital 3,064 2,834 Retained earnings 29,256 28,239 Treasury stock, at cost (34,089 and 20,490 shares) (447) (339) Net unrealized gain on securities 540 476 ------------- ------------ TOTAL STOCKHOLDERS' EQUITY 36,679 34,036 ------------- ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 458,688 $ 412,858 ============= ============ See accompanying unaudited notes to the consolidated financial statements. Page 3 CENTURY FINANCIAL CORPORATION CONSOLIDATED STATEMENT OF INCOME (Unaudited) Three Months Ended September 30, ------------------------------ 1997 1996 ------------- ------------ (In thousands) INTEREST INCOME Interest and fees on loans: Taxable $ 7,077 $ 6,030 Tax exempt 680 439 Federal funds sold 147 21 Investment securities: Taxable 951 1,109 Tax exempt 163 163 ------------- ------------ Total interest income 9,018 7,762 ------------- ------------ INTEREST EXPENSE Deposits 4,328 3,250 Short term borrowings 67 185 Other borrowings 252 51 ------------- ------------ Total interest expense 4,647 3,486 ------------- ------------ NET INTEREST INCOME 4,371 4,276 Provision for loan losses 240 180 ------------- ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,131 4,096 ------------- ------------ NONINTEREST INCOME Service fees on deposit accounts 375 349 Trust Department income 245 205 Net gain on sale of securities - - Other 161 109 ------------- ------------ Total noninterest income 781 663 ------------- ------------ NONINTEREST EXPENSE Salaries and employee benefits 1,710 1,683 Net occupancy and equipment expense 538 509 Deposit insurance premium 11 1 Other 811 1,012 ------------- ------------ Total noninterest expense 3,070 3,205 ------------- ------------ INCOME BEFORE INCOME TAXES 1,842 1,554 Income taxes 336 257 ------------- ------------ NET INCOME $ 1,506 $ 1,297 ============= ============ EARNINGS PER SHARE $ 0.30 $ 0.26 ============= ============ DIVIDENDS DECLARED PER SHARE $ 0.11 $ 0.10 AVERAGE SHARES OUTSTANDING 5,067,101 5,049,068 See accompanying unaudited notes to the consolidated financial statements. Page 4 CENTURY FINANCIAL CORPORATION CONSOLIDATED STATEMENT OF INCOME (Unaudited) Nine Months Ended September 30, ------------------------------ 1997 1996 ------------- ------------ (In thousands) INTEREST INCOME Interest and fees on loans: Taxable $ 20,112 $ 16,948 Tax exempt 1,701 1,286 Federal funds sold 342 111 Investment securities: Taxable 2,897 3,736 Tax exempt 483 518 ------------- ------------ Total interest income 25,535 22,599 ------------- ------------ INTEREST EXPENSE Deposits 11,924 9,516 Short term borrowings 348 431 Other borrowings 279 162 ------------- ------------ Total interest expense 12,551 10,109 ------------- ------------ NET INTEREST INCOME 12,984 12,490 Provision for loan losses 630 415 ------------- ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 12,354 12,075 ------------- ------------ NONINTEREST INCOME Service fees on deposit accounts 1,089 1,077 Trust Department income 735 589 Net gain on sale of securities - 1 Other 480 310 ------------- ------------ Total noninterest income 2,304 1,977 ------------- ------------ NONINTEREST EXPENSE Salaries and employee benefits 5,199 4,989 Net occupancy and equipment expense 1,609 1,539 Deposit insurance premium 33 1 Other 2,716 2,915 ------------- ------------ Total noninterest expense 9,557 9,444 ------------- ------------ INCOME BEFORE INCOME TAXES 5,101 4,608 Income taxes 1,040 1,005 ------------- ------------ NET INCOME $ 4,061 $ 3,603 ============= ============ EARNINGS PER SHARE $ 0.80 $ 0.71 ============= ============ DIVIDENDS DECLARED PER SHARE $ 0.32 $ 0.29 AVERAGE SHARES OUTSTANDING 5,060,246 5,057,609 See accompanying unaudited notes to the consolidated financial statements. Page 5 CENTURY FINANCIAL CORPORATION CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) Net Additional Unrealized Total Common Paid in Retained Treasury Gain (Loss)on Stockholders' Stock Capital Earnings Stock Securities Equity ------- ------- -------- -------- ------------- ------------- (In thousands) Balance, December 31, 1996 $ 2,826 $ 2,834 $ 28,239 $ (339) $ 476 $ 34,036 Net Income 4,061 4,061 Dividends ($.32 per share) (1,623) (1,623) Fifty percent stock dividend 1,416 (1,416) - Common stock issued 24 236 260 Purchase of Treasury stock (21,855 shares) (351) (351) Sale of Treasury stock (17,014 shares) (6) (5) 243 232 Net unrealized gain on securities 64 64 ------- ------- -------- -------- ------------- ------------- Balance, September 30, 1997 $ 4,266 $ 3,064 $ 29,256 $ (447) $ 540 $ 36,679 ======= ======= ======== ======== ============= ============= See accompanying unaudited notes to the consolidated financial statements. Page 6 CENTURY FINANCIAL CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Nine Months Ended September 30, ----------------------------- 1997 1996 ------------- ----------- (In thousands) OPERATING ACTIVITIES Net income $ 4,061 $ 3,603 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 630 415 Depreciation, amortization, and accretion, net 574 118 Investment securities gains, net - (1) Decrease (increase) in accrued interest receivable (587) 65 Increase (decrease) in accrued interest payable 1,179 209 Other, net (400) (91) ------------- ----------- Net cash provided by operating activities 5,457 4,318 ------------- ----------- INVESTING ACTIVITIES Investment securities available for sale: Proceeds from maturities and repayments 19,091 24,464 Purchases (18,575) (4,660) Proceeds from the sale of securities - 2,881 Net increase in loans (44,006) (42,516) Purchase of loans receivable (3,250) - Purchases of premises and equipment (1,812) (1,768) ------------- ----------- Net cash used for investing activities (48,552) (21,599) ------------- ----------- FINANCING ACTIVITIES Net increase (decrease) in deposits 29,187 12,529 Increase (decrease) in short term borrowings (7,000) 7,675 Increase in other borrowings 20,000 800 Cash dividends (1,569) (1,384) Proceeds from common stock issued 260 93 Treasury stock purchase (351) (512) Proceeds from sale of treasury stock 232 138 ------------- ----------- Net cash provided by financing activities 40,759 19,339 ------------- ----------- Increase (decrease) in cash and cash equivalents (2,336) 2,058 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 21,794 10,426 -------------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 19,458 $ 12,484 ============== =========== See accompanying unaudited notes to the consolidated financial statements. Page 7 CENTURY FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - --------------------------------------------- Principles of Consolidation - --------------------------- The consolidated financial statements of Century Financial Corporation ("Corporation") includes the accounts of the Corporation and its wholly owned subsidiary, Century National Bank and Trust Company ("Century"). Significant intercompany items have been eliminated in consolidation. Basis of Presentation - --------------------- The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and therefore do not include information or footnotes necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with generally accepted accounting principles. However, all adjustments, consisting only of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation have been included. The results of operations for the three and nine months ended September 30, 1997 are not necessarily indicative of the results which may be expected for the entire fiscal year. Nature of Operations - -------------------- Century Financial Corporation is a Pennsylvania corporation and is registered under the Holding Company Act. The Corporation was organized to be the holding company of Century National Bank. The Corporation and its subsidiary derive substantially all their income from banking and bank-related services which includes interest earnings on commercial, commercial mortgage, residential real estate, and consumer loan financing as well as interest earnings on investment securities and deposit services to its customers. Century provides banking services to Southwestern Pennsylvania. The Corporation is supervised by the Federal Reserve Board while Century is subject to regulation and supervision by the Office of the Comptroller of the Currency. Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities - -------------------------------------------------------------- Effective January 1, 1997, the Corporation adopted Statement of Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." Statement No. 125 establishes for resolving issues relating to circumstances under which the transfer of financial assets should be considered as sales of all or part of the assets or as secured borrowings and about when a liability should be considered extinguished. Management believes that the implementation of Statement No. 125 does not have a significant effect on the financial position or results of operations of the Corporation. Earnings Per Share - ------------------ Earnings per share for the three and nine months ended September 30, 1997 and 1996, have been calculated based upon the weighted average number of outstanding common shares, including common stock equivalents, if such items have a dilutive effect. For the respective periods ended, common stock equivalents did not have a material dilutive effect on earnings per share. Page 8 CENTURY FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) - ---------------------------------------------------------- Pending Accounting Standards - ---------------------------- In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 128, "Earnings Per Share." This statement re-defines the standards for computing earnings per share and is effective for financial statements issued for periods ending after December 15, 1997. Statement No. 128 establishes new standards for computing and presenting EPS and requires dual presentation of "basic" and "diluted" EPS on the face of the income statement for all entities with complex capital structures. Under Statement No. 128, basic EPS is to be computed based upon income available to common shareholders and the weighted average number of common shares outstanding for the period. Diluted EPS is to reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Corporation. Statement No. 128 also requires the restatement of all prior-period EPS data presented. Management believes that the adoption of this statement will not have a significant impact on the Corporation's financial position or results of operations. In July 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard Statement No. 130, "Reporting Comprehensive Income." Statement No. 130 establishes standards for reporting and presentation of comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements. It requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is presented with the same prominence as other financial statements. SFAS No. 130 requires that companies (1) classify items of other comprehensive income by their nature in a financial statement and (2) display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of the statement of financial condition. SFAS No. 130 is effective for fiscal years beginning after December 15, 1997. Reclassification of financial statements for earlier periods provided for comprehensive purposes is required. Reclassification of Comparative Amounts - --------------------------------------- Certain comparative amounts for prior periods have been reclassified to conform with current period presentations. Common Stock Split - ------------------ On March 20, 1997, the Board of Directors approved a three-for-two stock split. The additional shares resulting from the split were effected in the form of a 50% stock dividend. All references to the number of average common shares and per share amounts for 1996 have been restated to reflect the stock split. 2. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION - ---------------------------------------------------- Nine Months Ended September 30, ----------------------------- 1997 1996 ------------- ----------- (In thousands) Cash paid during the year for: Interest $ 11,436 $ 9,900 Income taxes 700 960 Page 9 CENTURY FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION ------------------- Summary of Financial Condition - ------------------------------ The Corporation's consolidated assets were $458,688,000 at September 30, 1997, an increase of $45,830,000 or 11.1% over assets at December 31, 1996. This increase was mainly a result of an increase in net loans receivable. Total liabilities increased $43,187,000 or 11.4% when compared to total liabilities as of December 31, 1996. The increase in total liabilities was mostly attributable to an increase in total deposits and borrowings. The Corporation's total consolidated stockholders' equity increased $2,643,000 or 7.8% when compared to total stockholders' equity at December 31, 1996. This increase was a result of: (1) $4,061,000 in net income earned, less cash dividends declared to shareholders of $1,623,000; (2) an increase in the net unrealized gain on investment securities available for sale; and (3) a decrease in the balance of treasury stock. Investment Securities Available for Sale - ---------------------------------------- Investment securities available for sale at September 30, 1997 remained relatively unchanged, decreasing $396,000 or .6% when compared to December 31, 1996. Total investment securities maturing during the nine month period ended September 30, 1997 were $19,091,000, offset by purchases of $18,575,000. Loan Portfolio - -------------- Net loans increased $46,691,000 or 15.3% in the first nine months of 1997 when compared to December 31, 1996. This increase was a result of the bank experiencing strong loan demand throughout the 1997 period. The composition of this loan growth has been quite diversified, with real estate and commercial loans increasing the most significantly. The following table represents the composition of the Corporation's loan portfolio: September 30, December 31, 1997 1996 ------------- ------------ (In thousands) Commercial, financial, and agricultural $ 86,960 $ 78,666 Real estate - construction 12,316 11,042 Real estate - mortgage 154,825 124,957 Installment loans to individuals 86,785 83,637 Tax exempt loans 26,909 20,385 ------------- ------------ 367,795 318,687 Less unearned income 12,892 10,677 ------------- ------------ 354,903 308,010 Less allowance for loan losses 3,436 3,234 ------------- ------------ Net loans $ 351,467 $ 304,776 ============= ============ Page 10 Allowance for Loan Losses - ------------------------- The Corporation's allowance for loan losses was $3,436,000 at September 30, 1997 compared to $3,234,000 at December 31, 1996. This represents a $202,000 or 6.2% increase for the first nine months of 1997. The adequacy of the allowance for loan losses is determined by management considering certain criteria such as the risk classification of loans, delinquency trends, charge-off experience, concentrations, economic conditions and other relevant factors. Specific reserves are established for classified credit taking into consideration the credit's delinquency status, current operating status, pledged collateral and plan of action for resolving any deficiencies. All credit relationships in excess of are reviewed by management and the executive committee of Century's Board of Directors on annual basis. In addition, loan relationships in excess of $250,000, rated substandard or lower reviewed on a quarterly basis and evaluated for the adequacy of payment histories, any changes collateral and exposure, if any, is specifically reserved for. All special mention loans are and a reserve is determined. All other homogeneous loan pools such as consumer installment loans, cash reserve, 1-4 family mortgage loans and unfunded commitments are pooled and the adequacy of reserve is determined. Activity in the allowance for loan losses is summarized as follows: Nine Months Ended September 30, 1997 1996 ------------- ------------ (Dollars in thousands) Balance, beginning of period $ 3,234 $ 3,003 Charge-offs: Commercial loans 61 63 Real estate mortgages - - Installment loans to individuals 452 271 ------------- ------------ Total charge-offs 513 334 ------------- ------------ Recoveries: Commercial loans 29 13 Real estate mortgages 3 2 Installment loans to individuals 53 32 ------------- ------------ Total recoveries 85 47 ------------- ------------ Net charge-offs 428 287 ------------- ------------ Provision charged to operations 630 415 ------------- ------------ Balance, end of period $ 3,436 $ 3,131 ============= ============ Net charge-offs as a percent of average loans, net of unearned 0.13% 0.11% Allowance for loan losses to total loans, net of unearned income 0.97% 1.04% The Corporation believes that the allowance for loan losses at September 30, 1997 is adequate to cover losses inherent in the portfolio as of such date. However, there can be no assurance that Corporation will not sustain additional losses in future periods, which could be substantial in relation to the size of the allowance at September 30, 1997. Page 11 Non-performing Assets - --------------------- Non-performing assets include non-performing loans and other real estate owned. Non-performing loans consists of non-accrual loans, loans 90 days or more past due, and restructured loans. Non-accrual represent loans on which interest accruals have been discontinued and any previously accrued interest is reversed against current income. Restructured loans are loans with respect to which a borrower has been granted concession on the interest rate or the original repayment terms because of financial difficulties. The following table sets forth information regarding non-performing assets: September 30, December 31, 1997 1996 ------------- ------------ (In thousands) Non-accrual loans $ 2,676 $ 872 Loans past due 90 days or more 329 223 Restructured loans - - ------------- ------------ Total non-performing loans 3,005 1,095 Other real estate owned - - ------------- ------------ Total non-performing assets $ 3,005 $ 1,095 ============== ============ Non-performing loans as a percentage of total loans, net of unearned income 0.85% 0.36% Non-performing assets as a percentage of total assets 0.66% 0.27% Non-performing assets as a percentage of allowance for loan losses 87.46% 33.86% Total non-performing assets at September 30, 1997 totaled $3,005,000, an increase of $1,910,000 compared December 31, 1996. This increase was primarily attributable to a $1,613,000 increase in non-accrual as a result of a commercial real estate loan placed on non-accrual status due to the debtor filing for bankruptcy in March, 1997. Collateral for the commercial real estate loan consists of two commercial properties, of which Century has a first mortgage lien position on one of the properties, and as additional collateral, a second mortgage lien position on the second property. In accordance with Statement of Financial Accounting No. 114 and 118, the loan is considered to be impaired. At September 30, 1997, the Corporation's total non-performing assets, including any loans classified regulatory purposes as loss, doubtful, substandard or special mention do not represent or result trends or uncertainties which management reasonably expects will materially impact future operating results liquidity or capital resources. Nor do they represent material credits about which management is aware of information which causes management to have serious doubts as to the ability of borrowers to comply with loan repayment terms. Deposits - -------- Total deposits increased $29,187,000 or 8.0% when compared to December 31, 1996. Money market deposits decreased $3,932,000 or 6.5% in the first nine months of 1997. The Corporation's growth occurred in higher yielding deposits, particularly, time deposits, which increased $29,143,000 or 15.1%. Page 12 Borrowings - ---------- Total borrowings of the Corporation increased $13,000,000 or 118.2% when compared to total borrowings at December 31, 1996. This increase was comprised solely of advances with the Federal Home Bank of Pittsburgh. Proceeds from these borrowings were used, mostly in part, to fund current loan growth. RESULTS OF OPERATIONS --------------------- COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996. Summary of Earnings - ------------------- The Corporation earned $1,506,000 or $0.30 per share for the three months ended September 30, 1997. This represents an increase of $209,000 or 16.1% over net income reported for the same period in 1996. The increase in net income is attributable to an increase in net interest income, other income and a decrease in noninterest expense, all offset by an increase in the provision for loan losses. Net Interest Income - ------------------- The Corporation's net interest income increased $95,000 or 2.2% during the three months ended September 30, 1997 when compared to the same period in 1996. This increase is a result of a $1,256,000 or 16.2% increase in total interest income, offset by an increase of $1,161,000 or 33.3% in total interest expense. Net interest income, on a fully taxable equivalent basis, as a percentage of average earning assets, commonly referred to as the net interest margin, decreased by 51 basis points to 4.48% from 4.99% at September 30, 1996. This decrease was mostly a result of an increase in the balance and rates paid on higher yielding deposits. (Reference may be made to the table on page 14 in conjunction with the following paragraphs for further analysis of net interest income.) Interest income on loans increased $1,288,000 or 19.9% for the third quarter of 1997 compared to the same period in 1996. This increase is attributable to an increase in the average loan balance outstanding during the 1997 period as well as an increase in the average yield earned. Interest income on investment securities decreased $158,000 or 14.2% for the third quarter of 1997 compared to the same period in 1996. This decrease is attributable to a decrease in the average balance of investment securities outstanding during the 1997 period as well as a decrease in the average yield earned. Interest income on federal funds sold increased $126,000 or 600.0% for the third quarter of 1997 compared to the same period in 1996. This increase is a result of an increase in the average balance of federal funds sold outstanding during the 1997 period as well as an increase in the average yield earned. Interest expense on deposits increased $1,078,000 or 33.2% for the third quarter of 1997 compared to the same period in 1996. This increase is attributable to an increase in the average rate paid on these funds during the 1997 period as well as an increase in the average balance of deposits outstanding during the same period. Interest expense on borrowings increased $83,000 or 35.2% for the three months ended September 30, 1997 compared to the same period in 1996. This increase was attributable to an increase in the average balance of borrowed funds outstanding as well as an increase in the rate paid on these funds. Page 13 Net Interest Income (Continued) - ------------------------------- The following table illustrates information regarding the average balances, yields and rates on interest earning assets and interest-bearing liabilities: Three Months Ended September 30, ------------------------------------- 1997 1996 ----------------- ---------------- Average Yield/ Average Yield/ Balance Rate Balance Rate --------- ----- --------- ----- (Dollars in thousands) Interest earning assets: Federal funds sold $ 10,705 5.52% $ 1,576 5.33% Investment securities (2) 70,356 6.85 78,242 6.93 Loans (1) (2) 350,739 9.28 290,280 9.23 --------- ----- --------- ----- Total interest earning assets 431,800 8.79 370,098 8.72 --------- ----- --------- ----- Interest-bearing liabilities: Deposits 346,581 5.01 296,008 4.36 Short term borrowings 4,937 5.44 12,316 5.97 Other borrowings 17,826 5.66 4,000 5.06 --------- ----- --------- ----- Total interest-bearing liabilities 369,344 5.05 312,324 4.43 --------- ----- --------- ----- Net earning assets $ 62,456 $ 57,774 ========= ========= Net interest spread 3.75% 4.30% ===== ===== Net interest margin (3) 4.48% 4.99% ===== ===== (1) For the purpose of these computations, non-accrual loans are included in the daily average loan amounts outstanding. (2) Yields are computed on a tax equivalent basis using a 34% federal income tax rate. (3) Net interest margin is calculated by dividing the difference between total interest earned and total interest paid by total interest earning assets. Provision For Loan Losses - ------------------------- The provision for loan losses charged to operations in the third quarter of 1997 was $240,000 compared to $180,000 charged in the same period in 1996, representing an increase of $60,000 or 33.3%. The increase in the provision was a result of factors such as; (1) the increase in the loan portfolio during the same period, (2) an increase in the level of net charge-offs; and (3) Management's ongoing analysis of the adequacy of the allowance for loan losses. Noninterest Income and Expense - ------------------------------ The Corporation's total consolidated noninterest income increased $118,000 or 17.8% for the three months ended September 30, 1997 when compared to the same period in 1996. This increase was a result of a $40,000 or 19.5% increase in trust department income and an increase of $52,000 or 47.7% in other income. Trust department income increased as a result of continued growth in both the number and value of trust accounts and the increase in other income was attributable to an increase in ATM fees. Page 14 Noninterest Income and Expense (Continued) - ------------------------------------------ The Corporation's total consolidated noninterest expense decreased $135,000 or 4.2% for the three months ended September 30, 1997 when compared to the same period in 1996. This decrease was primarily a result of a $201,000 or 19.9% decrease in total other expense, offset by a $27,000 or 1.6% increase in salaries and employee benefits, a $29,000 or 5.7% increase in net occupancy and equipment expenses and a $10,000 increase in deposit insurance premium expenses. The decrease in total other expenses was attributable to: (1) a decrease of $119,000 in advertising expenses related to the introduction of various new products in the previous year; (2) a decrease of $31,000 in professional advisory fees; (3) a decrease of $20,000 in employee tuition reimbursement expenses; (4) a decrease of $18,000 in legal related costs; and (5) an overall decrease in administrative expenditures. Federal Income Taxes - -------------------- Federal income tax expense increased $79,000 or 30.7% for the three months ended September 30, 1997 compared to the same period in 1996. This increase was primarily the result of an increase in pre-tax income offset by an increase tax-exempt interest. COMPARISON OF THE RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996. Summary of Earnings - ------------------- The Corporation earned $4,061,000 or $0.80 per share for the first nine months of 1997. This represents an increase of $458,000 or 12.7% over net income reported for the same period in 1996. The increase in net income is attributable to an increase in net interest income and other income, offset by an increase in the provision for loan losses and noninterest expense. Net Interest Income - ------------------- The Corporation's net interest income increased $494,000 or 4.0% during the first nine months of 1997 when compared to the same period in 1996. This increase is a result of a $2,936,000 or 13.0% increase in total interest income, offset by an increase of $2,442,000 or 24.2% in total interest expense. Net interest income, on a fully taxable equivalent basis, as a percentage of average earning assets, commonly referred to as the net interest margin, decreased by 31 basis points to 4.59% from 4.90% at September 30, 1996. This decrease was mostly a result of an increase in the balance and rates paid on higher yielding deposits. (Reference may be made to the table on page 16 in conjunction with the following paragraphs for further analysis of net interest income.) Interest income on loans increased $3,579,000 or 17.3% for the first nine months of 1997 compared to the same period in 1996. This increase is attributable to an increase in the average loan balance outstanding during the 1997 period, offset by a decrease in the average yield earned. Interest income on investment securities decreased $874,000 or 20.5% for the first nine months of 1997 compared to the same period in 1996. This decrease is attributable to a decrease in the average balance of investment securities outstanding during the 1997 period, offset by an increase in the average yield earned. Page 15 Net Interest Income (Continued) - ------------------------------- Interest income on federal funds sold increased $231,000 or 208.1% for the first nine months of 1997 compared to the same period in 1996. This increase is a result of an increase in the average balance of federal funds sold outstanding during the 1997 period as well as an increase in the average yield earned. Interest expense on deposits increased $2,408,000 or 25.3% for the first nine months of 1997 compared to the same period in 1996. This increase is attributable to an increase in the average rate paid on these funds during the 1997 period as well as an increase in the average balance of deposits outstanding during the same period. Interest expense on borrowings increased $34,000 or 8.9% for the nine months ended September 30, 1997 compared to the same period in 1996. This increase was attributable to an increase in the average balance outstanding during the period, offset by a decrease in the average rate paid on these funds. The following table illustrates information regarding the average balances, yields and rates on interest earning assets and interest-bearing liabilities: Nine Months Ended September 30, ------------------------------------- 1997 1996 ----------------- ---------------- Average Yield/ Average Yield/ Balance Rate Balance Rate --------- ----- --------- ----- (Dollars in thousands) Interest earning assets: Federal funds sold $ 8,356 5.47% $ 2,748 5.38% Investment securities (2) 69,996 6.93 89,429 6.74 Loans (1) (2) 332,391 9.13 272,289 9.25 --------- ----- --------- ----- Total interest earning assets 410,743 8.68 364,466 8.61 --------- ----- --------- ----- Interest-bearing liabilities: Deposits 334,385 4.77 292,994 4.34 Short term borrowings 8,145 5.71 9,426 6.11 Other borrowings 7,059 5.28 3,527 6.15 --------- ----- --------- ----- Total interest-bearing liabilities 349,589 4.80 305,947 4.41 --------- ----- --------- ----- Net earning assets $ 61,154 $ 58,519 ========= ========= Net interest spread 3.88% 4.20% ===== ===== Net interest margin (3) 4.59% 4.90% ===== ===== (1) For the purpose of these computations, non-accrual loans are included in the daily average loan amounts outstanding. (2) Yields are computed on a tax equivalent basis using a 34% federal income tax rate. (3) Net interest margin is calculated by dividing the difference between total interest earned and total interest paid by total interest earning assets. Provision For Loan Losses - ------------------------- The provision for loan losses charged to operations in the first nine months of 1997 was $630,000 compared to $415,000 charged in the same period in 1996, representing an increase of $215,000 or 51.8%. The increase in the provision was a result of factors such as; (1) the increase in the loan portfolio; (2) an increase in net charge-offs; and (3) and Management's ongoing analysis of the adequacy of the allowance for loan losses. Page 16 Noninterest Income and Expense - ------------------------------ The Corporation's total consolidated noninterest income increased $327,000 or 16.5% for the nine months ended September 30, 1997 when compared to the same period in 1996. This increase was a result of a $146,000 or 24.8% increase in trust department income and an increase of $170,000 or 54.8% in other income. Trust department income increased as a result of continued growth in both the number and value of trust accounts. The increase in other income was attributable to: (1) a $105,000 increase in ATM fees collected from non-customer transactions; (2) a $28,000 increase in master money debit card interchange fees; and (3) a $15,000 recovery received in early 1997 relating to physical damages occurring at a branch facility. The Corporation's total consolidated noninterest expense increased $113,000 or 1.2% for the nine months ended September 30, 1997 when compared to the same period in 1996. This increase was a result of an increase of $210,000 or 4.2% in salaries and employee benefits, an increase of $70,000 or 4.5% in net occupancy and equipment expenses and a $32,000 increase in deposit insurance premium expenses, offset by a decrease of $199,000 or 6.8% in total other expenses. The decrease in total other expenses was attributable to: (1) a decrease of $124,000 in advertising expenses; (2) a decrease of $90,000 in legal related costs; and (3) a decrease of $53,000 in professional advisory fees, all offset by increases in overall administrative expenses. Federal Income Taxes - -------------------- Federal income tax expense increased $35,000 or 3.5% for the nine months ended September 30, 1997 compared to the same period in 1996. This increase was the result of an increase in pre-tax income offset by an increase tax-exempt interest earned. Liquidity and Interest Rate Sensitivity - --------------------------------------- The liquidity of a banking institution reflects its ability to provide funds to meet loan requests, to accommodate possible outflows of deposits, and to take advantage of interest rate market opportunities. Funding of loan requests, providing for liability outflows, and management of interest rate fluctuations require continuous analysis in order to match the maturities of specific categories of short-term loans and investments with specific types of deposits and borrowings. Bank liquidity is thus normally considered in terms of the nature and mix of the banking institution's sources and uses of funds. Asset liquidity is provided through loan repayments and the management of maturity distributions for loans and securities. An important aspect of liquidity lies in maintaining adequate levels of interest-earning assets that mature within one year. Interest-earning deposits in banks, federal funds sold and short-term investment securities are used for this purpose and totaled $19,105,000 at September 30, 1997. Closely related to the concept of liquidity is the management of interest-earning assets and interest-bearing liabilities. The Corporation manages its rate sensitivity position to minimize fluctuation in the net interest margin and to minimize the risk due to changes in interest rates, thereby attempting to achieve consistent growth of net interest income. The difference between a financial institution's interest-sensitive assets (i.e. assets which will mature or reprice within the same time period) and interest-sensitive liabilities (i.e., liabilities which will mature or reprice within the same period) is commonly referred to as its "Gap" or "Interest Rate Gap." An institution having more interest rate sensitive assets than interest sensitive liabilities within a given time period is said to have a "positive gap"; an institution having more interest rate sensitive liabilities than interest rate sensitive assets within a given time period is said to have a "negative gap." Page 17 Liquidity and Interest Rate Sensitivity (Continued) - --------------------------------------------------- The following table is presented in conformity with industry practice and reflects contractual repricing schedules as of September 30, 1997: Within 3 3-12 1-5 Over Months Months Years 5 Years Total -------- -------- ------- -------- -------- (In thousands) Federal funds sold $ 7,745 $ - $ - $ - $ 7,745 Investment securities: Taxable 3,220 7,655 41,479 6,462 58,816 Non-taxable 210 275 3,085 9,091 12,661 Loans 50,688 51,512 139,702 113,001 354,903 -------- -------- ------- -------- -------- Total earning assets 61,863 59,442 184,266 128,554 434,125 -------- -------- ------- -------- -------- Interest-bearing demand deposits 7,026 - 21,195 6,909 35,130 Savings deposits 6,649 6,649 13,410 6,540 33,248 Money Market deposits 16,957 28,263 11,305 - 56,525 Time deposits 49,880 84,025 84,088 4,749 222,742 Short term borrowings - 4,000 - - 4,000 Other borrowings - 20,000 - - 20,000 -------- -------- ------- -------- -------- Total interest-bearing liabilities 80,512 142,937 129,998 18,198 371,645 -------- -------- ------- -------- -------- Interest rate sensitivity gap $(18,649) $(83,495) $54,268 $110,356 $ 62,480 ======== ======== ======= ======== ======== Cumulative interest rate sensitivity gap $(18,649) $(102,144) $(47,876) $ 62,480 ======== ========= ======== ======== Cumulative interest rate sensitivity gap as a percentage of total earning assets (4.30%) (23.53%) (11.03%) 14.39% ======== ========= ======== ======== The above table is a static view of the balance sheet with assets and liabilities grouped into certain defined time periods. Being measured at a specific point in time, this analysis may not fully describe the complexity of relationships between product features and pricing, market rates, and future management of the balance sheet mix. The primary method of measuring the sensitivity of earnings to market interest rates is to simulate expected earnings streams under various rate scenarios while at the same time adjusting for the anticipated behavior of non-contractual deposit accounts. These adjustments are influenced by the Federal Reserve Bank and other regulators' proposed guidelines for the measurement of interest rate risk. Subject to these qualifications, the table above reflects a cumulative gap for assets and liabilities maturing or repricing in the next twelve months. The Corporation's asset/liability management committee monitors the interest rate sensitivity position of the Corporation to ultimately achieve consistent growth of net interest income. Page 18 Liquidity and Interest Rate Sensitivity (Continued) - --------------------------------------------------- At this time, management is not aware of any known trends, events, or uncertainties that would have a material effect on either the liquidity, capital resources or operations of the Corporation. Nor is management aware of any current recommendations by the regulatory authorities which, if implemented, would have a material effect on the liquidity, capital resources or operations of the Corporation. Capital Resources - ----------------- As a bank holding company, the Corporation is required to meet certain risk-based capital and leverage requirements. The risk-based capital requirements redefine the components of capital, categorize assets into different risk classes and include certain off-balance sheet items in the calculation of the adequacy of capital. A financial institution's capital is divided into two classes, Tier I and Tier II. In addition to risk-based capital requirements, a leverage ratio test must also be met. The leverage ratio is defined as the ratio of Tier I capital to average assets (not risk adjusted). The required ratio for each financial institution will be determined based on the financial institution's relative soundness. A minimum ratio of Tier I capital to total average assets of three percent has been established for top rated financial institutions, with less highly rated or those with higher levels of risk required to maintain ratios of 100 to 200 basis points above the minimum level. The Corporation's Tier I, total risk-based capital and leveraged capital ratios consisted of the following: September 30, 1997 December 31, 1996 --------------------- --------------------- Amount Percentage Amount Percentage -------- ---------- -------- ---------- (Dollars in thousands) Total Capital: (to Risk Weighted Assets) Actual $ 39,444 11.33% $ 36,643 11.95% For Capital Adequacy 27,862 8.00 24,522 8.00 -------- ------ -------- ------ Excess $ 11,582 3.33% $ 12,121 3.95% -------- ------ -------- ------ Tier I Capital: (to Risk Weighted Assets) Actual $ 36,008 10.34% $ 33,409 10.90% For Capital Adequacy 13,931 4.00 12,261 4.00 -------- ------ -------- ------ Excess $ 22,077 6.34% $ 21,148 6.90% -------- ------ -------- ------ Tier I Capital: (to Average Assets) Actual $ 36,008 7.91% $ 33,409 8.25% For Capital Adequacy 18,201 4.00 16,208 4.00 -------- ------ -------- ------ Excess $ 17,807 3.91% $ 17,201 4.25% -------- ------ -------- ------ Page 19 CENTURY FINANCIAL CORPORATION PART II - OTHER INFORMATION ITEM 1. Legal Proceedings None ITEM 2. Changes in Securities None ITEM 3. Defaults upon Senior Securities None ITEM 4. Submission of Matters to a Vote of Security Holders None ITEM 5. Other Information None ITEM 6. Exhibits and reports on Form 8-K (a) Exhibits The exhibits listed below are filed herewith or incorporated herein by reference: 27 Financial Data Schedule, filed herewith. (b) Reports on Form 8-K None Page 20 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized. Century Financial Corporation Date: October 31, 1997 By: /s/ Joseph N. Tosh, II -------------------------------- Joseph N. Tosh, II President and Chief Executive Officer (Principal Executive Officer) Date: October 31, 1997 By: /s/ Donald A. Benziger --------------------------------- Donald A. Benziger Senior Vice President and Chief Financial Officer (Principal Financial Officer)